-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wxym7li8FmCr+BCdwqn2KDUsSlc/tmfB0dHIxoplKqaxxFP8IoL7Tx1vJAfCcS1k igukfKJVuQOGN752F4OX6g== /in/edgar/work/0000950134-00-008665/0000950134-00-008665.txt : 20001018 0000950134-00-008665.hdr.sgml : 20001018 ACCESSION NUMBER: 0000950134-00-008665 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001017 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELCOR CORP CENTRAL INDEX KEY: 0000032017 STANDARD INDUSTRIAL CLASSIFICATION: [2950 ] IRS NUMBER: 751217920 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05341 FILM NUMBER: 741267 BUSINESS ADDRESS: STREET 1: 14643 DALLAS PKWY STE 1000 STREET 2: WELLINGTON CTR CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9728510500 MAIL ADDRESS: STREET 1: WELLINGTON CENTRE STE 1000 STREET 2: 14643 DALLAS PKWY CITY: DALLAS STATE: TX ZIP: 75240-8871 FORMER COMPANY: FORMER CONFORMED NAME: ELCOR CHEMICAL CORP DATE OF NAME CHANGE: 19761119 8-K 1 d80988e8-k.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 17, 2000 ---------------- ELCOR CORPORATION ----------------- (Exact name of Registrant as specified in its charter) DELAWARE 1-5341 75-1217920 - ------------------------------- ---------------------- ------------------ (State or other jurisdiction of Commission File number (I.R.S. Employer incorporation or organization) Identification No.) 14643 DALLAS PARKWAY SUITE 1000, WELLINGTON CENTRE, DALLAS, TEXAS 75240-8871 - -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (972)851-0500 -------------
NOT APPLICABLE -------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events Press Release On October 16, 2000, the company issued a press release containing "forward-looking statements" that involve risks and uncertainties about its prospects for the future. The statements that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements usually are accompanied by words such as "outlook," "believe," "estimate," "plan," "project," "expect," "anticipate," "predict," "could," "should," "may," or similar words that convey the uncertainty of future events or outcomes. These statements are based on judgments the company believes are reasonable; however, Elcor's actual results could differ materially from those discussed here. Such risks and uncertainties include, but are not limited to, the following: 1. The company's roofing products business is substantially non-cyclical, but can be affected by weather, the availability of financing and general economic conditions. In addition, the asphalt roofing products manufacturing business is highly competitive. Actions of competitors, including changes in pricing, or slowing demand for asphalt roofing products due to general or industry economic conditions or the amount of inclement weather could result in decreased demand for the company's products, lower prices received or reduced utilization of plant facilities. Further, changes in building codes and other standards from time to time can cause changes in demand, or increases in costs that may not be passed through to customers. 2. In the asphalt roofing products business, the significant raw materials are ceramic coated granules, asphalt, glass fibers, resins and mineral filler. Increased costs of raw materials can result in reduced margins, as can higher trucking and rail costs. Historically, the company has been able to pass some of the higher raw material and transportation costs through to the customer. Should the company be unable to recover higher raw material and/or transportation costs from price increases of its products, operating results could be adversely affected and/or lower than projected. 3. The company plans to continue its significant expansion plan over the next several years, including the construction of new facilities. Progress in achieving anticipated operating efficiencies and financial results is difficult to predict for new plant facilities. If such progress is slower than anticipated, if substantial cost overruns occur in building new plants, or if demand for products produced at new plants does not meet current expectations, operating results could be adversely affected. 1 3 4. Certain facilities of the company's electronics manufacturing services and industrial products subsidiaries must utilize hazardous materials in their production process. As a result, the company could incur costs for remediation activities at its facilities or off-site, and other related exposures from time to time in excess of established reserves for such activities. 5. The company's litigation, including Elk's defense of purported class action lawsuits, is subject to inherent and case-specific uncertainty. The outcome of such litigation depends on numerous interrelated factors, many of which cannot be predicted. 6. Although the company currently anticipates that most of its needs for new capital in the near future will be met with internally generated funds or borrowings under its available credit facilities, significant increases in interest rates could substantially affect its borrowing costs under its existing loan facility, or its cost of alternative sources of capital. 7. Each of the company's businesses, especially Cybershield's shielding business, is subject to the risks of technological changes that could affect the demand for or the relative cost of the company's products and services, or the method and profitability of the method of distribution or delivery of such products and services. In addition, the company's businesses each could suffer significant setbacks in revenues and operating income if it lost one or more of its largest customers, or if its customers' plans and/or markets should change significantly. 8. Although the company insures itself against physical loss to its manufacturing facilities, including business interruption losses, natural or other disasters and accidents, including but not limited to fire, earthquake, damaging winds and explosions, operating results could be adversely affected if any of its manufacturing facilities became inoperable for an extended period of time due to such events. 9. Each of the company's businesses is actively involved in the development of new products, processes and services which are expected to contribute to the company's ongoing long-term growth and earnings. If such development activities are not successful, or the company cannot provide the requisite financial and other resources to successfully commercialize such developments, the growth of future sales and earnings may be adversely affected. Parties are cautioned not to rely on any such forward-looking beliefs or judgments in making investment decisions. Reference is made to the company's Annual Report on Form 10-K for the year ended June 30, 2000, for further information about risks and uncertainties. 2 4 Other Matters The company may, from time to time, find that it has commented on non-public information, including forward-looking information, to analysts. If that should occur, the company may post disclosures at www.elcor.com that it deems appropriate under Regulation F-D. No such disclosure, or similar information filed or furnished by Form 8-K, should be deemed an admission that such information is material to investors. Item 7. Exhibits 27.1 Financial Data Schedule. 99.1 Press release dated October 16, 2000 of Elcor Corporation. 3 5 SIGNATURES Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ELCOR CORPORATION DATE: October 17, 2000 /s/ Richard J. Rosebery ----------------- ----------------------- Richard J. Rosebery Vice Chairman, Chief Financial and Administrative Officer /s/ Leonard R. Harral ----------------------- Leonard R. Harral Vice President and Chief Accounting Officer 6 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 27.1 Financial Data Schedule 99.1 Press release dated October 16, 2000 of Elcor Corporation.
EX-27.1 2 d80988ex27-1.txt FINANCIAL DATA SCHEDULE
5 1,000 3-MOS JUN-30-2001 JUL-01-2000 SEP-30-2000 4,146 0 72,393 958 47,010 128,119 295,103 87,113 339,010 47,395 105,300 0 0 19,988 144,496 339,010 86,201 86,201 66,419 77,858 0 0 505 7,835 2,894 4,944 0 0 0 4,944 .25 .25
EX-99.1 3 d80988ex99-1.txt PRESS RELEASE DATED OCTOBER 16, 2000 1 EXHIBIT 99.1 Press Release dated October 16, 2000 of Elcor Corporation. 2 [ELCOR CORPORATION LETTERHEAD] PRESS RELEASE TRADED: NYSE FOR IMMEDIATE RELEASE SYMBOL: ELK FOR FURTHER INFORMATION: Richard J. Rosebery Harold R. Beattie Vice Chairman, Chief Financial Vice President-Finance and Administrative Officer and Treasurer (972) 851-0510 (972) 851-0523 ELCOR REPORTS FISCAL 2001 FIRST QUARTER SALES AND EARNINGS; RESULTS IN LINE WITH EXPECTATIONS, BUT LOWER THAN PRIOR YEAR DALLAS, TEXAS, October 16, 2000 . . . . Elcor Corporation today reported lower results for its fiscal 2001 first quarter ending September 30, 2000, with income per diluted share down 50% on 10% lower sales, compared to the same quarter last year. While lower results were anticipated, fiscal 2001 first quarter fully diluted income per share of $.25 was slightly better than consensus estimates. For our first quarter ending September 30, 2000, net income was $4,944,000, or $.25 per diluted share, compared to $10,009,000, or $.50 per diluted share, in the year-ago quarter. Sales were $86,201,000, versus $95,789,000, in the same quarter last year. Harold K. Work, Chairman, President and Chief Executive Officer, said, "Fiscal 2001 first quarter lower results reflect slower demand, significantly higher cost for asphalt raw materials and higher costs for start-up of new facilities and products, compared to record results during the year-ago first quarter." ROOFING PRODUCTS: HIGHER RAW MATERIAL COSTS AND LOWER UNIT SHIPMENTS WERE ONLY PARTIALLY OFFSET BY HIGHER PRODUCT PRICES Elk's roofing products sales declined 9% to $75.2 million from $82.9 million in the record year-ago quarter. Operating profits declined 32% to $11.0 million from $16.3 million in the record quarter last year. Sales reflected a decline in both laminated asphalt shingle shipments and external shipments of nonwoven fiberglass roofing mat to other roofing manufacturers. First quarter operating profit comparisons were primarily affected by significantly higher raw material costs (principally asphalt) and lower production and shipments of laminated shingles, which were only partially offset by increased selling prices in the face of lower industry demand. As a result, cost of goods sold as a percent of sales for roofing shingles /more 3 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 2000 Page 2 rose to 75.8% in this year's first quarter from 72.7% in the year-ago quarter. Under the circumstances, Elk is accelerating the development of several initiatives with the potential to reduce costs and/or improve operating profits. NEW MYERSTOWN SHINGLE PLANT ON SCHEDULE TO BEGIN LIMITED PRODUCTION DURING THE DECEMBER 2000 QUARTER Construction of Elk's new $75 million premium laminated asphalt shingle plant and related facilities in Myerstown, Pennsylvania is nearly complete. Initial start-up activities are underway, with limited production of laminated shingles scheduled to begin during the December 2000 quarter. The new Myerstown plant puts Elk in a strong strategic position to meet the normal spring growth in distributor demand for laminated shingles in the nation's Eastern and North Central markets in 2001. Myerstown will increase Elk's laminated shingle capacity by about 38% and will provide Elk with the capacity needed to maintain market share with the expected growth in demand moving forward. In addition, the Myerstown plant will significantly reduce Elk's transportation costs to serve the Eastern and North Central markets and will allow Elk to better serve its customers' growing demand in other markets. ELECTRONICS MANUFACTURING SERVICES: CYBERSHIELD BEGINS RAMP-UPS OF SIX NEW WIRELESS DIGITAL CELLULAR PHONE PRODUCTS Cybershield had lower operating profits of $697,000, compared to $1,360,000, and sales of $8,389,000, compared to $9,144,000, in the record year-ago first quarter. Lower sales and operating profits were the result of reduced demand for mature digital cell phone models served by Cybershield as new models are being introduced to the market. During this year's first quarter, Cybershield's profit margins were reduced by higher costs during initial production ramp-ups on six new digital wireless handset products for three of North America's four leading digital wireless handset manufacturers. As fiscal 2001 progresses, Cybershield's sales and operating profits are expected to increase substantially as production volumes of these new products escalate. INDUSTRIAL PRODUCTS: SEGMENT NEARS TURNAROUND The Industrial Products segment had lower sales of $2,564,000, compared to $3,662,000, and an operating loss of $1,245,000, compared to an operating profit of $169,000, in the same quarter last year. Most of the operating loss occurred in July 2000 and was related to the consolidation of manufacturing operations and initial production of products new to Chromium's Cleveland, Ohio plant. Chromium generated a small operating profit for the months of August and September 2000, and the outlook appears good for substantial improvement as fiscal 2001 progresses. Ortloff Engineers also experienced lower operating results for the first quarter; however, its outlook appears bright for awards of significant projects for licenses of Elcor's leading edge patented cryogenic gas processing technology as fiscal year 2001 progresses. /more 4 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 2000 Page 3 FINANCIAL POSITION REMAINS STRONG During the first quarter ending September 30, 2000, cash flows from operations of $4.1 million, $.5 million in cash and $14.0 million in increased long-term debt, funded $16.2 million of net investments in property, plant and equipment and $2.4 million in dividends and share repurchases. Elcor ended the first quarter with $47 million of inventory (66 days), compared to $24 million of inventory (35 days) at the end of the year-ago quarter. Inventory levels for the year-ago quarter were below desired levels as a result of a 24% increase in demand during the preceding nine months. At September 30, 2000, the company had $105.3 million of long-term debt, $164.5 million of shareholders' equity and $269.8 million of total capital. Long-term debt, as a percent of total capital, increased to 39% from 23% last year. OUTLOOK Mr. Work said, "Fiscal 2001 will be a challenging year for several reasons. First, the price of asphalt was up about 50% year-over-year during the fiscal 2001 September quarter. Asphalt is a major raw material, accounting for about 24% of our laminated asphalt shingle cost of goods sold. At the same time, stiff competition is presently keeping prices low. Elk's average selling price for its laminated shingle products was up only 2.9% year-over-year for the September quarter. Presently, we believe the supply of laminated shingles currently exceeds demand because some asphalt shingle manufacturers may have increased their production of laminated shingles to compensate for the current lower demand for commodity shingles. Under the circumstances, pressure on prices will likely continue until supply comes into better balance with demand. "In addition, Elk's new Myerstown laminated shingle plant will be commencing limited operations during the first half of fiscal 2001 and is expected to generate an operating loss of $3 million to $5 million during its first partial year of operation. We expect Myerstown to begin contributing to operating profits in fiscal 2002, its first full year of operation. "We expect that our Industrial Products segment will achieve a significant turnaround in operating results as the year progresses. Cybershield's electronics manufacturing services business could also achieve sharply higher sales and operating profits as production escalates on six new digital cell phone products and additional new orders are received. "While it appears that fiscal 2001 will challenge Elcor, we believe the investments we have made and are continuing to make will provide the company with the potential to achieve high growth rates for both sales and earnings in fiscal 2002 and beyond," he concluded. CORPORATE QUARTERLY EARNINGS CONFERENCE CALLS Elcor's quarterly earnings conference call for the quarter ended September 30, 2000, will be held tomorrow at 10:00 a.m. Central Time on Tuesday, October 17, 2000. Shareholders, /more 5 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 2000 Page 4 investors, media and other interested parties may participate in the teleconference by dialing (913) 981-4910 a few minutes before start time and providing confirmation code 829210. Future quarterly earnings conference calls will also be held at 10:00 a.m. Central Time on the day following the release of quarterly results. Shareholders, investors, media and other interested parties are also invited to participate in Elcor's quarterly earnings conference calls through Elcor Corporation's website www.elcor.com. SAFE HARBOR PROVISIONS In accordance with the safe harbor provisions of the securities law regarding forward-looking statements, except for the historical information contained herein, the above discussion contains forward-looking statements that involve risks and uncertainties. The statements that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements usually are accompanied by words such as "outlook," "believe," "estimate," "potential," "project," "expect," "anticipate," "plan," "predict," "could," "should," "may," or similar words that convey the uncertainty of future events or outcomes. These statements are based on judgments the company believes are reasonable; however, Elcor's actual results could differ materially from those discussed here. Factors that could cause or contribute to such differences could include, but are not limited to, changes in demand, prices, raw material costs, transportation costs, changes in economic conditions of the various markets the company serves, changes in the amount and severity of inclement weather, as well as the other risks detailed herein and in the company's reports filed with the Securities and Exchange Commission, including but not limited to its Form 10-K for the fiscal year ending June 30, 2000, and its Form 8-K dated October 17, 2000. --------- Elcor, through its subsidiaries, manufactures roofing products and industrial products. Each of Elcor's principal operating subsidiaries is the leader or one of the leaders within its particular market. Its common stock is listed on the New York Stock Exchange (ticker symbol: ELK). Elcor's roofing products facilities are located in Tuscaloosa, Alabama; Shafter, California; Myerstown, Pennsylvania; Dallas and Ennis, Texas. Its electronics manufacturing services facilities are located in Canton, Georgia; Dallas and Lufkin, Texas; and its industrial products facilities are located in Cleveland, Ohio and Midland, Texas. /more 6 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 2000 Page 5 CONDENSED RESULTS OF OPERATIONS (Unaudited, $ in thousands)
Trailing Three Months Ended Twelve Months Ended September 30, September 30, 2000 1999 2000 1999 ---------- ---------- ---------- ---------- SALES $ 86,201 $ 95,789 $ 340,687 $ 327,795 ---------- ---------- ---------- ---------- COSTS AND EXPENSES: Cost of sales 66,419 69,742 259,194 243,349 Selling, general & administrative 11,439 9,512 41,626 38,939 Interest expense and other, net 505 417 1,250 1,833 Gain from involuntary conversion 0 0 (1,292) 0 ---------- ---------- ---------- ---------- Total Costs and Expenses 78,363 79,671 300,778 284,121 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 7,838 16,118 39,909 43,674 Provision for income taxes 2,894 6,109 15,042 15,908 ---------- ---------- ---------- ---------- NET INCOME $ 4,944 $ 10,009 $ 24,867 $ 27,766 ========== ========== ========== ========== INCOME PER COMMON SHARE-BASIC $ 0.25 $ 0.51 $ 1.27 $ 1.42 ========== ========== ========== ========== INCOME PER COMMON SHARE-DILUTED $ 0.25 $ 0.50 $ 1.24 $ 1.39 ========== ========== ========== ========== AVERAGE COMMON SHARES OUTSTANDING Basic 19,524 19,528 19,577 19,506 ========== ========== ========== ========== Diluted 19,755 19,982 20,029 19,960 ========== ========== ========== ==========
7 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 2000 Page 6 FINANCIAL INFORMATION BY COMPANY SEGMENTS (Unaudited, $ in thousands)
Trailing Three Months Ended Twelve Months Ended September 30, September 30, 2000 1999 2000 1999 ---------- ---------- ---------- ---------- SALES Roofing Products $ 75,218 $ 82,939 $ 297,675 $ 284,943 Electronics Manufacturing Services 8,389 9,144 32,665 27,524 Industrial Products 2,564 3,662 10,202 15,159 Corporate & Eliminations 30 44 145 169 ---------- ---------- ---------- ---------- $ 86,201 $ 95,789 $ 340,687 $ 327,795 ========== ========== ========== ========== OPERATING PROFIT (LOSS) Roofing Products $ 10,999 $ 16,277 $ 47,746 $ 48,638 Electronics Manufacturing Services 697 1,360 4,241 3,793 Industrial Products (1,245) 169 (6,067) (240) Corporate & Eliminations (2,108) (1,271) (6,053) (6,684) ---------- ---------- ---------- ---------- $ 8,343 $ 16,535 $ 39,867 $ 45,507 ========== ========== ========== ==========
8 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 2000 Page 7 CONDENSED BALANCE SHEET (Unaudited, $ in thousands)
September 30, ASSETS 2000 1999 ---------- ---------- Cash and cash equivalents $ 4,146 $ 2,261 Receivables, net 71,435 68,581 Inventories 47,010 23,908 Deferred income taxes 2,897 2,274 Prepaid expenses and other 2,631 6,573 ---------- ---------- Total Current Assets 128,119 103,597 Property, plant and equipment, net 207,990 145,730 Other assets 2,901 3,283 ---------- ---------- Total Assets $ 339,010 $ 252,610 ========== ==========
September 30, LIABILITIES AND SHAREHOLDERS' EQUITY 2000 1999 ---------- ---------- Accounts payable and accrued liabilities $ 47,395 $ 43,586 Current maturities on long-term debt 0 0 ---------- ---------- Total Current Liabilities 47,395 43,586 Long-term debt, net 105,300 44,200 Deferred income taxes 21,831 18,399 Shareholders' equity 164,484 146,425 ---------- ---------- Total Liabilities and Shareholders' Equity $ 339,010 $ 252,610 ========== ==========
9 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 2000 Page 8 CONDENSED STATEMENT OF CASH FLOWS (Unaudited, $ in thousands)
For the Three Months Ended September 30, 2000 1999 ---------- ---------- CASH FLOWS FROM: OPERATING ACTIVITIES Net income $ 4,944 $ 10,009 Adjustments to net income Depreciation and amortization 3,419 2,607 Deferred income taxes 673 190 Changes in assets and liabilities: Trade receivables 277 4,285 Inventories (6,045) 1,862 Prepaid expenses and other 1,681 1,779 Accounts payable and accrued liabilities (892) 9,702 ---------- ---------- Net cash from operations 4,057 30,434 ---------- ---------- INVESTING ACTIVITIES Additions to property, plant & equipment (16,298) (12,610) Other 49 (114) ---------- ---------- Net cash from investing activities (16,249) (12,724) ---------- ---------- FINANCING ACTIVITIES Long-term borrowings, net 14,000 (18,800) Dividends on common stock (975) (977) Treasury stock transactions and other, net (1,389) 142 ---------- ---------- Net cash from financing activities 11,636 (19,635) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (556) (1,925) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,702 4,186 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,146 $ 2,261 ========== ==========
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