-----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, TQHT4bbxLd4PkCvjLLnTk2prN7TSgfW2HJes0/hBUE4q9c7nVPGn3LcxMSt45Y/0 S55Mtqbk58uFYZ3W62xFYA== 0000950134-96-004442.txt : 19960928 0000950134-96-004442.hdr.sgml : 19960928 ACCESSION NUMBER: 0000950134-96-004442 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960820 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960820 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELCOR CORP CENTRAL INDEX KEY: 0000032017 STANDARD INDUSTRIAL CLASSIFICATION: ASPHALT PAVING & ROOFING MATERIALS [2950] IRS NUMBER: 751217920 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05341 FILM NUMBER: 96618002 BUSINESS ADDRESS: STREET 1: 14643 DALLAS PKWY STE 1000 STREET 2: WELLINGTON CTR CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2148510500 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 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) August 20, 1996 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 (214)851-0500 ------------- NOT APPLICABLE -------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events On August 20, 1996, the Company issued a press release containing "forward-looking statements" about its prospects for the future. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. From time to time, the Company may make "forward-looking statements" about its prospects for the future. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to, the following: 1. The Company's roofing products business is cyclical and is affected by weather and some of the same economic factors that affect the housing and home improvement industries generally, including interest rates, 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. 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 transportation costs from price increases of its products, operating results could be lower than projected. 3. The Company is nearing completion of a $100 million expansion program which included a new roofing plant in Shafter, California and the construction of a new plant at the Company's Ennis, Texas facility to manufacture nonwoven fiberglass roofing mat and industrial facer products for the construction industry. As new facilities, their progress in achieving anticipated operating efficiencies and financial results is difficult to predict. If such progress is slower than anticipated, or if demand for products produced at either of these new plants does not meet current expectations, operating results could be adversely affected. 4. Certain facilities of the Company's 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. 2 3 5. The Company's litigation, including its patent infringement suits against GAF Building Materials Corporation, is subject to inherent and case-specific uncertainty. The outcome of such litigation depends on numerous interrelated factors, many of which cannot be predicted. 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 10K for the year ended June 30, 1995 and its Quarterly Reports on Form 10Q for the quarters ended September 30, 1995, December 31, 1995 and March 31, 1996 for further information about risks and uncertainties. 3 4 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: August 20, 1996 /s/ Richard J. Rosebery ------------------------------ ---------------------------------- Richard J. Rosebery Executive Vice President, Chief Administrative & Financial Officer, and Treasurer /s/Leonard R. Harral ---------------------------------- Leonard R. Harral Vice President and Chief Accounting Officer 4 5 Item 7. Exhibits - ----------------- 99.1 Press release dated August 20, 1996 of Elcor Corporation. 5 EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 FOR FURTHER INFORMATION: TRADED: NYSE SYMBOL: ELK Richard J. Rosebery, Executive Vice President and Chief Financial Officer (214) 851-0500 PRESS RELEASE FOR IMMEDIATE RELEASE ELCOR REPORTS HIGHER SALES AND EARNINGS IN FISCAL 1996 EXPECTS STRONG GROWTH IN FISCAL 1997 DALLAS, TEXAS, August 20,1996 . . . . Elcor Corporation today reported higher fiscal 1996 sales and earnings for the year ending June 30, 1996. Results for the fourth quarter and fiscal year were in line with the company's publicly released comments on June 20. Fourth quarter sales rose while earnings were lower because of start-up losses at a new plant and a nonrecurring provision for the adoption of FAS No. 121. Roy E. Campbell, Chairman and Chief Executive Officer, said, "Strong demand and better prices for Elk Prestique(R) premium laminated fiberglass asphalt shingles and accessory products, along with increasing production from the new Shafter, California plant, contributed to the 24% increase in fiscal 1996 sales and an 8% increase in net income. Growing demand for Elk Prestique products and improving production levels at our new Shafter, California plant and our new Ennis, Texas nonwoven fiberglass roofing mat plant should contribute to strong growth in fiscal 1997. 2 OPERATING RESULTS For the fiscal year ending June 30, 1996, sales rose 24% to $196,462,000, compared to $159,061,000 in fiscal 1995. Net income of $10,284,000, or $1.16 per share, was up from $9,558,000, or $1.08 per share, last year, even though operating losses at our new Shafter, California plant reduced net income by about $2.6 million, or $.30 per share. In addition, nonrecurring provisions, primarily as a result of adopting FAS No. 121, reduced net income by about $1 million, or $.11 per share. For the fourth quarter ending June 30, 1996, sales rose 12% to $52,524,000 from $46,795,000 last year. Net income of $2,176,000, or $.25 per share, compared to $3,621,000, or $.41 per share, in the year-ago quarter. Fourth quarter earnings would have surpassed last year's quarter, except for the above factors which, together, reduced net income by about $1.8 million, or $.20 per share. FINANCIAL POSITION During fiscal 1996, cash flows from operating activities more than covered a $17 million expansion in working capital and funded a portion of the company's $40.7 million of capital expenditures. At June 30, 1996, the company had $53 million of long-term debt, $102.2 million of shareholders' equity, and $155.2 million of total capital. Long-term debt as a percent of total capital was about 34%. The current ratio is 2.7 to 1 at June 30, 1996. OUTLOOK Mr. Campbell said, "During the last three years, Elk has invested over $100 million to increase its capacity to manufacture its patented Enhanced High Definition(R) and Raised Profile(TM) Prestique premium laminated fiberglass asphalt shingles and to more than triple its nonwoven fiberglass mat capacity. During fiscal 1997, the superior physical properties of the new nonwoven fiberglass 3 roofing mats will permit Elk to further differentiate its Elk Prestique shingle lines by increasing the value of these products, while lowering their production costs. "At the present time, we expect strong demand for our patented Enhanced High Definition and Raised Profile Prestique shingles will boost shipments and sales to record levels for our fiscal 1997 first quarter, and we expect this trend will result in substantially higher sales for fiscal 1997 as well. We still expect earnings per share for fiscal year 1997 will increase to about $1.30 to $1.50 per share from $1.16 per share in fiscal 1996. "We currently expect that earnings per share during earlier quarters should be in the general range of, or possibly lower than, the fiscal 1996 quarters until the Shafter plant installs some new equipment this fall and gets the benefit of having all of its higher value products in its manufacturing schedule. The start-up of the major new nonwoven fiberglass mat production facility at Ennis is going well, and we believe the new roofing mats are superior to anything in the industry. However, this new facility will also be a drag on earnings during the early part of the fiscal year until we get its manufacturing output and sales above the break-even point. At this point, it appears that the earlier quarters of fiscal 1997 will be most challenging until we start to get the benefit of the earnings contribution from these two major new facilities. Looking ahead to the longer-term, we have made the investments to expand capacity that should enable us to achieve strong growth in sales and earnings over the next several years," Campbell concluded. SAFE HARBOR PROVISIONS In accordance with the recently enacted 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. Elcor's actual 4 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 and the time that it takes to bring the new Shafter, California and Ennis, Texas plants to profitable operations, 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 8-K dated August 20, 1996. - - - - - - - - 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; Dallas and Ennis, Texas. Its industrial products facilities are located in Cleveland, Ohio; Dallas, Lufkin, and Midland, Texas. 5 PRESS RELEASE Elcor Corporation Quarterly Results August 20, 1996 Add Four CONDENSED RESULTS OF OPERATIONS ($ in thousands)
Unaudited Audited Three Months Ended Fiscal Year Ended June 30, June 30, 1996 1995 1996 1995 -------- -------- --------- --------- SALES $ 52,524 $ 46,795 $ 196,462 $ 159,061 -------- -------- --------- --------- COSTS AND EXPENSES: Cost of sales 40,384 34,534 149,080 116,799 Selling, general & administrative 7,704 6,670 29,121 27,103 Reduction in value of assets 1,037 0 1,595 0 Interest expense (income), net 78 (7) 183 (122) -------- -------- --------- --------- Total Costs and Expenses 49,203 41,197 179,979 143,780 -------- -------- --------- --------- INCOME BEFORE INCOME TAXES 3,321 5,598 16,483 15,281 Provision for income taxes 1,145 1,977 6,199 5,723 -------- -------- --------- --------- NET INCOME $ 2,176 $ 3,621 $ 10,284 $ 9,558 ======== ======== ========= ========= NET INCOME PER SHARE $ 0.25 $ 0.41 $ 1.16 $ 1.08 ======== ======== ========= ========= AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 8,871 8,822 8,857 8,844 ======== ======== ========= =========
6 PRESS RELEASE Elcor Corporation Quarterly Results August 20, 1996 Add Five CONDENSED BALANCE SHEET (Audited, $ in thousands)
June 30, 1996 1995 ---------- ---------- ASSETS Cash and cash equivalents $ 3,744 $ 3,731 Receivables, net 42,482 32,910 Inventories 26,748 11,701 Deferred income taxes 2,734 2,136 Prepaid expenses and other 1,956 2,931 ---------- ---------- Total Current Assets 77,664 53,409 Property, plant and equipment, net 110,207 75,186 Net assets of discontinued operations 2,942 7,175 Other assets 1,315 1,363 ---------- ---------- Total Assets $ 192,128 $ 137,133 ========== ==========
June 30, 1996 1995 ---------- ---------- LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable & accrued liabilities $ 28,594 $ 21,397 Current maturities on long-term debt 0 0 ---------- ---------- Total Current Liabilities 28,594 21,397 Long-term debt, net 53,000 18,400 Deferred income taxes 8,336 3,720 Shareholders' equity 102,198 93,616 ---------- ---------- Total Liabilities and Shareholders' Equity $ 192,128 $ 137,133 ========== ==========
7 PRESS RELEASE Elcor Corporation Quarterly Results August 20, 1996 Add Six CONDENSED STATEMENT OF CASH FLOWS (Audited, $ in thousands)
For the Year Ended June 30, 1996 1995 --------- -------- CASH FLOWS FROM: OPERATING ACTIVITIES Net income $ 10,284 $ 9,558 Adjustments to net income Depreciation and amortization 4,689 3,603 Reduction in value of assets 1,595 0 Deferred income taxes 4,018 2,845 Changes in assets and liabilities: Trade receivables (9,572) 627 Inventories (15,047) 5,192 Prepaid expenses and other 975 (1,328) Accounts payable and accrued liabilities 6,697 (272) --------- -------- Net cash from continuing operations 3,639 20,225 --------- -------- Net cash from discontinued operations 4,233 684 --------- -------- INVESTING ACTIVITIES Additions to property, plant & equipment (40,669) (46,252) Proceeds from sale of investments 0 5,378 Other (88) 548 --------- -------- Net cash from investing activities (40,757) (40,326) --------- -------- FINANCING ACTIVITIES Long-term borrowings 34,600 18,400 Dividends on common stock (2,101) 0 Treasury stock transactions and other, net 399 (1,171) --------- -------- Net cash from financing activities 32,898 17,229 --------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 13 (2,188) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,731 5,919 --------- -------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,744 $ 3,731 ========= ========
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