-----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, QMind7NOW6TG+VrUPwcBSwMw8UVWdlHHakx1C8CNFRLDeaEdYykq/6Gxwg0G8zJQ oZu1tzZd4LEzFX3o5c7eVA== 0000950134-97-000280.txt : 19970117 0000950134-97-000280.hdr.sgml : 19970117 ACCESSION NUMBER: 0000950134-97-000280 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970116 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970116 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: 97506774 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) January 16, 1997 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 On January 16, 1997, 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 has completed a $100 million expansion program which included a roofing plant in Shafter, California and the construction of a 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 10-K for the year ended June 30, 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: January 16, 1997 /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 January 16, 1997 of Elcor Corporation. 5 EX-99.1 2 PRESS RELEASE DATED JANUARY 16, 1997 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 FISCAL 1997 SECOND QUARTER SALES AND EARNINGS; NEW CALIFORNIA PLANT ACHIEVES BREAK-EVEN LEVEL OF OPERATIONS DALLAS, TEXAS, January 16 , 1997. . . . Elcor Corporation announced today that sales for the fiscal 1997 second quarter ending December 31, 1996 rose 11.5% to $50.6 million from $45.4 million for the year-ago quarter. Net income increased to $2,309,000, or $.26 per share, from $2,124,000, or $.24 per share, in the same quarter last year. For the six months ending December 31, 1996, sales rose $21.3 million to $115.2 million, up 22.7% from $93.9 million last year. Net income increased to $6,077,000, or $.69 per share, from $5,787,000, or $.65 per share, in the first half last year. Roy E. Campbell, Chairman and Chief Executive Officer, said, "In the Roofing Products sector, continued growth in demand for our Elk subsidiary's patented Enhanced High Definition(R) and Raised Profile(TM) Prestique(R) premium laminated fiberglass asphalt shingles accounted for most of the increase in second quarter and first half sales. /more 2 PRESS RELEASE Elcor Corporation Quarterly Results January 16, 1997 Add One "Our new major asphalt roofing plant at Shafter, California achieved a break- even level of operations for the first time during this year's second quarter. Operating profits at this plant in October and November were largely offset during the seasonally slow month of December. We expect the new plant should substantially increase its contribution to earnings with the seasonal pickup in demand this spring. "Start-up operations at Elk's new nonwoven fiberglass mat plant at Ennis, Texas continued during the second quarter. This new plant is now supplying all three of Elk's asphalt roofing plants with nonwoven fiberglass roofing mats, and it will begin supplying other manufacturers' plants with nonwoven fiberglass roofing mats this spring. During this year's second quarter, only $88,000 of deferred preoperating costs at the new Ennis facility were capitalized. "The company's Industrial Products segment achieved improved operating results primarily because of increased fees for use of Elcor's cryogenic technology generated by Ortloff Engineers, LTD.," he said. FINANCIAL POSITION Elcor's financial position remains strong. First half cash flows from operating activities of $25.8 million fully covered the $11.9 million spent in investing activities and permitted us to reduce long- /more 3 PRESS RELEASE Elcor Corporation Quarterly Results January 16, 1997 Add Two term debt by $14 million from $53 million at June 30, 1996 to $39 million at December 31, 1996, the low point in our working capital cycle. In the second quarter, the company increased its unsecured long-term revolving credit facilities to $80 million through October 31, 1999. The increased credit facilities will be used to finance both the seasonal pickup in working capital needs and the strong growth in demand expected in the year ahead. At December 31, 1996, shareholders' equity was $107.5 million; total capital was $146.5 million; long-term debt as a percent of total capital was 26.6% and the current ratio was 2.4:1. OUTLOOK Campbell said, "We continue to expect that strong demand for Elk's patented Enhanced High Definition and Raised Profile Prestique shingles will boost shipments and sales to record levels for fiscal 1997. For the third quarter, we continue to believe that earnings per share should be in the general range of, or possibly lower than, the fiscal 1996 comparable quarter because the manufacturing output and sales at the new plants may be below the break-even point during this seasonally slow quarter. However, fourth quarter sales and earnings should benefit from the seasonal increase in demand for products produced by these two major new facilities. Our forecast for earnings per share for the fiscal year ending June 30, 1997 remains in the range of $1.30 to $1.50 per share, up from $1.16 per share in fiscal 1996. /more 4 PRESS RELEASE Elcor Corporation Quarterly Results January 16, 1997 Add Three "Longer term, our significant investments to expand capacity should enable Elcor to achieve strong growth in sales and earnings over the next several years," he 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 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 consistently 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 10-K for the fiscal year ended June 30, 1996 and its Forms 8-K dated October 16, 1996 and January 16, 1997. _ _ _ _ _ _ _ _ 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. /more 5 PRESS RELEASE Elcor Corporation Quarterly Results January 16, 1997 Add Four
CONDENSED RESULTS OF OPERATIONS (Unaudited, $ in thousands) Second Quarter Trailing Three Months Ended Six Months Ended Twelve Months Ended December 31, December 31, December 31, 1996 1995 1996 1995 1996 1995 -------- -------- --------- -------- --------- --------- SALES $ 50,636 $ 45,362 $ 115,172 $ 93,890 $ 217,744 $ 178,501 -------- -------- --------- -------- --------- --------- COSTS AND EXPENSES: Cost of sales 39,242 33,965 89,766 69,821 168,467 132,649 Selling, general & administrative 7,680 7,353 15,577 14,105 30,593 28,163 Reduction in value of assets 0 558 0 558 1,595 0 Interest expense, net 52 19 213 44 352 76 -------- -------- --------- -------- --------- --------- Total Costs and Expenses 46,974 41,895 105,556 84,528 201,007 160,888 -------- -------- --------- -------- --------- --------- INCOME BEFORE INCOME TAXES 3,662 3,467 9,616 9,362 16,737 17,613 Provision for income taxes 1,353 1,343 3,539 3,575 6,163 6,591 -------- -------- --------- -------- --------- --------- NET INCOME $ 2,309 $ 2,124 $ 6,077 $ 5,787 $ 10,574 $ 11,022 ======== ======== ========= ======== ========= ========= NET INCOME PER SHARE $ 0.26 0.24 $ 0.69 $ 0.65 $ 1.20 $ 1.25 ======== ======== ========= ======== ========= ========= AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 8,843 8,838 8,818 8,840 8,845 8,821 ======== ======== ========= ======== ========= =========
6 PRESS RELEASE Elcor Corporation Quarterly Results January 16, 1997 Add Five
CONDENSED BALANCE SHEET (Unaudited, $ in thousands) December 31, ASSETS 1996 1995 --------- --------- Cash and cash equivalents $ 2,917 $ 5,168 Receivables, net 29,207 26,192 Inventories 21,445 17,097 Deferred income taxes 2,647 1,996 Prepaid expenses and other 2,483 1,433 --------- --------- Total Current Assets 58,699 51,886 Property, plant and equipment, net 118,147 92,912 Net assets of discontinued operations 3,012 7,175 Other assets 1,285 1,753 --------- --------- Total Assets $ 181,143 $ 153,726 ========= ========= December 31, LIABILITIES AND SHAREHOLDERS' EQUITY 1996 1995 --------- --------- Accounts payable & accrued liabilities $ 24,681 $ 24,706 Current maturities on long-term debt 0 0 --------- --------- Total Current Liabilities 24,681 24,706 Long-term debt, net 39,000 25,000 Deferred income taxes 10,009 5,295 Shareholders' equity 107,453 98,725 --------- --------- Total Liabilities and Shareholders' Equity $ 181,143 $ 153,726 ========= =========
7 PRESS RELEASE Elcor Corporation Quarterly Results January 16, 1997 Add Six
CONDENSED STATEMENT OF CASH FLOWS (Unaudited, $ in thousands) For the Six Months Ended December 31, 1996 1995 --------- --------- CASH FLOWS FROM: OPERATING ACTIVITIES Net income $ 6,077 $ 5,787 Adjustments to net income Depreciation and amortization 3,872 1,509 Reduction in value of assets 0 558 Deferred income taxes 1,760 1,715 Changes in assets and liabilities: Trade receivables 13,275 6,718 Inventories 5,303 (5,396) Prepaid expenses and other (527) 1,498 Accounts payable and accrued liabilities (3,913) 3,309 --------- --------- Net cash from operating activities 25,847 15,698 --------- --------- INVESTING ACTIVITIES Additions to property, plant & equipment (11,794) (19,782) Other (57) (401) --------- --------- Net cash from investing activities (11,851) (20,183) --------- --------- FINANCING ACTIVITIES Long-term borrowings (repayments) (14,000) 6,600 Dividends on common stock (1,230) (1,048) Treasury stock transactions and other, net 407 370 --------- --------- Net cash from financing activities (14,823) 5,922 --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (827) 1,437 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,744 3,731 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,917 $ 5,168 ========= =========
-----END PRIVACY-ENHANCED MESSAGE-----