-----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, DNbTR+EuA/6KID5sWWRz2hJHb2m8pqgIOHT3lsZVvgRLwawMVaVSlhfQjCxz8Fle 3L6lUA7XvDDOKbCKgxYw8A== 0000950134-97-002973.txt : 19970417 0000950134-97-002973.hdr.sgml : 19970417 ACCESSION NUMBER: 0000950134-97-002973 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970416 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970416 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: 97582008 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) April 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 April 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 and certain affiliates, 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: April 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 April 16, 1997 of Elcor Corporation. 5 EX-99.1 2 PRESS RELEASE DATED APRIL 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 THIRD QUARTER SALES AND EARNINGS; ALSO EXPECTS HIGHER FOURTH QUARTER RESULTS DALLAS, TEXAS, April 16, 1997. . . .Elcor Corporation announced today higher sales and earnings for the fiscal 1997 third quarter and nine months ending March 31, 1997, and said that it expects to report higher sales and earnings for its seasonally stronger fourth quarter ending June 30, 1997. Sales in this year's third quarter rose 14% to $57.1 million from $50.0 million in the year-ago quarter. Net income, in the third quarter, increased 13% to $2,612,000, or $.29 per share, from $2,321,000, or $.26 per share in the same quarter last year. Average shares outstanding were 8,908,000, up from 8,875,000 shares in the year-ago quarter. For the nine months ending March 31, 1997, sales rose 20% to $172.3 million from $143.9 million last year. Net income increased 7% to $8,689,000, or $.98 per share, from $8,108,000, or $.92 per share for the same period last year. Roy E. Campbell, Chairman and Chief Executive Officer, said, "Our Elk subsidiary reported continued growth in sales of its patented Enhanced High Definition(R) and Raised Profile(TM) Prestique(R) premium laminated fiberglass asphalt shingles during both the third quarter and first nine months. Two other subsidiaries, Chromium Corporation and Ortloff Engineers, also achieved sales well above the prior year's third quarter and nine months levels. "Sharply higher operating profits for Elcor's Industrial Products sector, during this year's third quarter, largely offset lower operating profits in its Roofing Products sector caused primarily by higher freight rates and raw material costs and the costs of implementing a fourth shift operation at Elk's Tuscaloosa, Alabama plant to increase its production capacity. "Elk's major new laminated fiberglass asphalt shingle manufacturing plant at Shafter, California, achieved significant improvements in operations and made a good contribution to operating profits during the third quarter. Elk's major new nonwoven fiberglass roofing mat plant at Ennis, Texas continued to make significant improvements in operating effectiveness during its start-up phase," he said. /more 2 PRESS RELEASE Elcor Corporation Quarterly Results April 16, 1997 Add One FINANCIAL POSITION Elcor's financial position remains strong. Cash flows from operating activities for the first nine months of $16.4 million fully covered $13.5 million of investments in property, plant and equipment and permitted us to reduce long-term debt by $3.1 million from $53 million at June 30, 1996 to $49.9 million at March 31, 1997. Shareholders' equity was $109.3 million; total capital was $159.2 million; long-term debt as a percent of total capital was 31.4%; and the current ratio was 2.9:1 at March 31, 1997. OUTLOOK Campbell said, "We expect that continuing strong demand for Elk's patented Enhanced High Definition and Raised Profile Prestique shingles will boost Roofing Products shipments and sales to record levels for fiscal 1997. At present, we also expect that increased earnings from both our Roofing Products and Industrial Products sectors should boost fourth quarter earnings well above last year's level and enable Elcor to achieve its prior forecast calling for fiscal 1997 earnings per share in the range of $1.30 to $1.50 per share, up from $1.16 per share in fiscal 1996. "Longer term, the significant investments we have recently made 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, in addition to historical information, 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, its Forms 10-Q for the quarters ending September 30, 1996 and December 31, 1996, and its Forms 8-K dated October 16, 1996, January 16, 1997, and April 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 3 PRESS RELEASE Elcor Corporation Quarterly Results April 16,1997 Add Two CONDENSED RESULTS OF OPERATIONS (Unaudited, $ in thousands)
Third Quarter Trailing Three Months Ended Nine Months Ended Twelve Months Ended March 31, March 31, March 31, 1997 1996 1997 1996 1997 1996 -------- -------- -------- -------- -------- -------- SALES $ 57,120 $ 50,048 $172,292 $143,938 $224,816 $190,733 -------- -------- -------- -------- -------- -------- COSTS AND EXPENSES: Cost of sales 45,347 38,875 135,113 108,696 175,497 143,230 Selling, general & administrative 7,609 7,312 23,186 21,417 30,890 28,087 Reduction in value of assets 0 0 0 558 1,037 558 Interest expense, net 34 61 247 105 325 98 -------- -------- -------- -------- -------- -------- Total Costs and Expenses 52,990 46,248 158,546 130,776 207,749 171,973 -------- -------- -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 4,130 3,800 13,746 13,162 17,067 18,760 Provision for income taxes 1,518 1,479 5,057 5,054 6,202 7,031 -------- -------- -------- -------- -------- -------- NET INCOME $ 2,612 $ 2,321 $ 8,689 $ 8,108 $ 10,865 $ 11,729 ======== ======== ======== ======== ======== ======== NET INCOME PER SHARE $ 0.29 $ 0.26 $ 0.98 $ 0.92 $ 1.23 $ 1.33 ======== ======== ======== ======== ======== ======== AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 8,908 8,875 8,848 8,852 8,854 8,845 ======== ======== ======== ======== ======== ========
4 PRESS RELEASE Elcor Corporation Quarterly Results April 16,1997 Add Three CONDENSED BALANCE SHEET (Unaudited, $ in thousands)
March 31, ASSETS 1997 1996 -------- -------- Cash and cash equivalents $ 2,802 $ 2,708 Receivables, net 43,469 39,710 Inventories 24,026 22,216 Deferred income taxes 2,713 2,168 Prepaid expenses and other 3,730 2,739 -------- -------- Total Current Assets 76,740 69,541 Property, plant and equipment net 117,781 105,226 Net assets of discontinued operations 2,052 7,175 Other assets 1,328 2,341 -------- -------- Total Assets $197,901 $184,283 ======== ========
March 31, LIABILITIES AND SHAREHOLDER'S EQUITY 1997 1996 -------- -------- Accounts payable & accrued liabilities $ 26,673 $ 25,839 Current maturities on long-term debt 0 0 -------- -------- Total Current Liabilities 26,673 25,839 Long-term debt, net 49,900 50,400 Deferred income taxes 12,076 7,503 Shareholders' equity 109,252 100,541 -------- -------- Total Liabilities and Shareholders' Equity $197,901 $184,283 ======== ========
5 PRESS RELEASE Elcor Corporation Quarterly Results April 16,1997 Add Four CONDENSED STATEMENT OF CASH FLOWS (Unaudited, $ in thousands)
For the Nine Months Ended March 31, 1997 1996 -------- -------- CASH FLOWS FROM: OPERATING ACTIVITIES Net income $ 8,689 $ 8,108 Adjustments to net income Depreciation and amortization 5,937 2,655 Reduction in value of assets 0 558 Deferred income taxes 3,761 3,751 Changes in assets and liabilities: Trade receivables (987) (6,800) Inventories 2,722 (10,515) Prepaid expenses and other (1,774) 192 Accounts payable and accrued liabilities (1,921) 4,442 -------- -------- Net cash from operating activities 16,427 2,391 -------- -------- INVESTING ACTIVITIES Additions to property, plant & equipment (13,490) (33,233) Other 856 (999) -------- -------- Net cash from investing activities (12,634) (34,232) -------- -------- FINANCING ACTIVITIES Long-term borrowings (3,100) 32,000 Dividends on common stock (1,846) (1,575) Treasury stock transactions and other, net 211 393 -------- -------- Net cash from financing activities (4,735) 30,818 -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (942) (1,023) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,744 3,731 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,802 $ 2,708 ======== ========
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