-----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, JxeiXbSHffTLfFNhzaGa5P7XH/hbKekIak3sk+jRHo4L7Jg4Z6HSqVhCv7ESXjhl cx61EOgvArq3OIhBrpl8zA== 0000950134-97-007386.txt : 19971016 0000950134-97-007386.hdr.sgml : 19971016 ACCESSION NUMBER: 0000950134-97-007386 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971015 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971015 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: SEC FILE NUMBER: 001-05341 FILM NUMBER: 97695747 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) October 15, 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 October 15, 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. During fiscal 1997, the company completed the construction of a plant at the company's Ennis, Texas facility to manufacture nonwoven fiberglass roofing mats and other mats for a variety of industrial uses. As a new facility, its 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 this new plant 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, 1997 for further information about risks and uncertainties. 3 4 Item 7. Exhibits 99.1 Press release dated October 15, 1997 of Elcor Corporation. 4 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 15, 1997 /s/ Richard J. Rosebery ------------------------------ --------------------------------------- Richard J. Rosebery Vice Chairman, Chief Financial & Administrative Officer, and Treasurer /s/ Leonard R. Harral --------------------------------------- Leonard R. Harral Vice President and Chief Accounting Officer 5 6 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ----------- 99.1 Press release dated October 15, 1997 of Elcor Corporation. EX-99.1 2 PRESS RELEASE DATED OCTOBER 15, 1997 1 EXHIBIT 99.1 FOR FURTHER INFORMATION: TRADED: NYSE SYMBOL: ELK Richard J. Rosebery, Vice Chairman, Chief Financial and Administrative Officer. and Treasurer (972) 851-0500 PRESS RELEASE FOR IMMEDIATE RELEASE ELCOR REPORTS HIGHER FISCAL 1998 FIRST QUARTER SALES AND EARNINGS DALLAS, TEXAS, October 15, 1997 . . . . Elcor Corporation announced today that earnings for the first quarter ending September 30, 1997 rose 43% to $5,394,000, or $.60 per share, from $3,768,000, or $.43 per share, in the year-ago quarter. Sales increased 14% to $73.5 million from $64.5 million last year. The company's two principal business sectors, Roofing Products and Industrial Products, both contributed to the improved operating results. Harold K. Work, Chairman and Chief Executive Officer, said, "The Roofing Products sector saw growing demand for our Elk subsidiary's patented Enhanced High Definition(R) and Raised Profile(TM) Prestique(R) premium laminated fiberglass asphalt shingles, which resulted in a record level of shipments for these products. In addition, Elk's new Shafter, California premium laminated fiberglass asphalt shingle plant continues to make excellent progress in improving its performance and profitability. Homeowners' concerns in California that severe El Nino conditions could cause rain damage from leaky roofs sparked a strong increase in demand for our Prestique laminated shingles in the September quarter. Elk's new nonwoven fiberglass roofing mat plant at Ennis, Texas also contributed to the improved first quarter results." 2 Work also reported, "The company's Industrial Products segment achieved sharply higher sales and operating profits in this year's September quarter, continuing the strong turnaround which began in the June quarter of fiscal 1997. Sales were almost double the year-ago level, sparked by strong demand for Chromium Corporation's Compushield(R) Conductive Coatings used in the telecommunications and electronic equipment industries. In addition, a surge in demand for remanufactured diesel engine components used in the transportation industry, and increased use of Ortloff Engineers' technology licensing and consulting services for the natural gas processing industry also contributed to the improved results," he said. FINANCIAL POSITION Elcor continues to maintain a strong financial position. During the first quarter, net cash flows from operating activities of $9.2 million covered the $1.8 million spent in investing activities and permitted a $7.1 million reduction in long-term debt. Long-term debt was down 12% to $45.5 million from $51.9 million in the year-ago quarter and down 13% from $52.6 million at June 30, 1997. At September 30, 1997, shareholders' equity was $117.5 million; total capital was $163.0 million; and long-term debt as a percent of total capital was 28%, down from 33% for the same quarter last year. OUTLOOK "At the present time, we expect that growing demand for Elk's patented Prestique premium laminated fiberglass asphalt shingles and for our industrial products and services should substantially boost fiscal 1998 sales and earnings. We expect fiscal year earnings gains to continue to reflect greater growth in our seasonally stronger first and fourth fiscal quarters. Looking ahead to the longer term, we have made and are continuing to make the investments to expand capacity and to develop 3 new value-added products and services in high growth niche markets that should drive strong growth in sales and earnings in the years ahead," Work concluded. 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. 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 ended June 30, 1997 and its Form 8-K dated October 15, 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. 4 PRESS RELEASE Elcor Corporation Quarterly Results October 15, 1997 Add Three CONDENSED RESULTS OF OPERATIONS (Unaudited, $ in thousands)
First Quarter Trailing Three Months Ended Twelve Months Ended September 30, September 30, 1997 1996 1997 1996 ---- ---- ---- ---- SALES $ 73,516 $ 64,536 $239,736 $212,470 -------- -------- -------- -------- COSTS AND EXPENSES: Cost of sales 55,401 50,524 183,106 163,748 Selling, general & administrative 8,805 7,897 31,662 30,266 Reduction in value of assets 0 0 0 1,595 Interest expense, net 759 161 1,734 319 -------- -------- -------- -------- Total Costs and Expenses 64,965 58,582 216,502 195,928 -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 8,551 5,954 23,234 16,542 Provision for income taxes 3,157 2,186 8,606 6,153 -------- -------- -------- -------- NET INCOME $ 5,394 $ 3,768 $ 14,628 $ 10,389 ======== ======== ======== ======== NET INCOME PER SHARE $ 0.60 $ 0.43 $ 1.64 $ 1.17 ======== ======== ======== ======== AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 8,963 8,793 8,913 8,844 ======== ======== ======== ========
5 PRESS RELEASE Elcor Corporation Quarterly Results October 15, 1997 Add Four CONDENSED BALANCE SHEET (Unaudited, $ in thousands)
September 30, 1997 1996 ---- ---- ASSETS Cash and cash equivalents $ 3,242 $ 2,775 Receivables, net 50,826 47,301 Inventories 27,909 19,479 Deferred income taxes 2,433 2,691 Prepaid expenses and other 1,455 946 --------- --------- Total Current Assets 85,865 73,192 Property, plant and equipment, net 116,582 117,898 Other assets 3,512 4,289 --------- --------- Total Assets $ 205,959 $ 195,379 ========= ========= September 30, 1997 1996 ---- ---- LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable and accrued liabilities $ 28,683 $ 29,144 Current maturities on long-term debt 0 0 --------- --------- Total Current Liabilities 28,683 29,144 Long-term debt, net 45,500 51,900 Deferred income taxes 14,276 9,172 Shareholders' equity 117,500 105,163 --------- --------- Total Liabilities and Shareholders' Equity $ 205,959 $ 195,379 ========= =========
6 PRESS RELEASE Elcor Corporation Quarterly Results October 15, 1997 Add Five CONDENSED STATEMENT OF CASH FLOWS (Unaudited, $ in thousands)
For the Three Months Ended September 30, 1997 1996 ---- ---- CASH FLOW FROM: OPERATING ACTIVITIES Net income $ 5,394 $ 3,768 Adjustments to net income Depreciation and amortization 2,683 1,915 Deferred income taxes 773 879 Changes in assets and liabilities: Trade receivables (7,648) (4,819) Inventories 5,518 7,269 Prepaid expenses and other 2,117 1,010 Accounts payable and accrued liabilities 398 550 --------- --------- Net cash from operations 9,235 10,572 --------- --------- INVESTING ACTIVITIES Additions to property, plant & equipment (1,791) (9,599) Other (29) (39) --------- --------- Net cash from investing activities (1,820) (9,638) --------- --------- FINANCING ACTIVITIES Long-term borrowings, net (7,100) (1,100) Dividends on common stock (794) (614) Treasury stock transactions and other, net 120 (189) --------- --------- Net cash from financing activities (7,774) (1,903) --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (359) (969) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,601 3,744 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,242 $ 2,775 ========= =========
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