-----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, Jiyx2lTVOhsGfxIG0OkDg7HIheMhcV6gQmQetsrK5i7JLzfI1z6tpGEn69s2TqN9 SauVvgPHr4fj5iNsL9bMgg== 0000950134-99-007628.txt : 19990818 0000950134-99-007628.hdr.sgml : 19990818 ACCESSION NUMBER: 0000950134-99-007628 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990817 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990817 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: 99694795 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 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 17, 1999 ----------------- 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 August 17, 1999, 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. The above press release contains "forward-looking statements" about its prospects for the future, and from time to time the company may make others. 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. 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 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. The company also expects to make about $137 million in new investments to expand capacity and improve productivity at existing plants and to build new plants over a three year period beginning in fiscal 2000. 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. 2 3 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. 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. 6. Even with fully developed action and contingency plans for Year 2000 readiness, it is possible that the company will not achieve full internal readiness. Further, the company's business may be adversely affected by external Year 2000 disruption that the company is not in position to control, including but not limited to potential disruptions in power and other energy supplies, telecommunications or other infrastructure, potential disruptions in transportation and the supply of raw materials, and potential disruptions in financial and banking systems. Year 2000 problems therefore could result in unanticipated expenses or liabilities, production or disruption delays or other adverse effects on the company. 7. Although the company currently anticipates that most of its needs for new capital in the near future will be met with internally generated funds, significant increases in interest rates could substantially affect its borrowing costs under its existing loan facility, or its cost of alternative sources of capital. 8. Each of the company's businesses, especially Cybershield's conductive coatings 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. 9. 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. 3 4 10. 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 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, 1998, for further information about risks and uncertainties. Item 7. Exhibits 27.1 Financial Data Schedule 99.1 Press release dated August 17, 1999 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: August 17, 1999 /s/ Richard J. Rosebery ----------------------------- ------------------------------------ Richard J. Rosebery Vice Chairman, Chief Financial and Administrative Officer, and Treasurer /s/ Leonard R. Harral ------------------------------------ Leonard R. Harral Vice President and Chief Accounting Officer 5 6 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 27.1 Financial Data Schedule 99.1 Press Release dated August 17, 1999 of Elcor Corporation
EX-27.1 2 FINANCIAL DATA SCHEDULE
5 1,000 12-MOS JUN-30-1999 JUL-01-1998 JUN-30-1999 4,186 0 73,833 967 25,770 113,285 212,704 76,984 252,182 33,884 63,000 0 0 19,988 117,263 252,182 317,874 317,874 236,670 276,369 0 0 1,975 39,530 14,247 25,283 0 0 (4,340) 20,943 1.07 1.05
EX-99.1 3 PRESS RELEASE 1 EXHIBIT 99.1 Press Release dated August 17, 1999 of Elcor Corporation. 8 2 FOR FURTHER INFORMATION: TRADED: NYSE SYMBOL: ELK Richard J. Rosebery, Vice Chairman, Chief Financial and Administrative Officer, and Treasurer (972) 851-0510 PRESS RELEASE FOR IMMEDIATE RELEASE ELCOR REPORTS THAT SHARPLY HIGHER SALES AND EARNINGS DRIVE RECORD FOURTH QUARTER AND FISCAL 1999 RESULTS; EXPECTS CONTINUING STRONG GROWTH IN FISCAL 2000 AND BEYOND; SELECTS SITE FOR ITS NEW $70 MILLION LAMINATED SHINGLE PLANT; ANNOUNCES NEW CYBERSHIELD CORPORATE IDENTITY DALLAS, TEXAS, August 17, 1999 . . . . Elcor Corporation today reported record results for both the fourth quarter and fiscal year ending June 30, 1999, that surpassed record levels in the year-ago periods. Fourth quarter sales rose 21% and net income rose 21% over the year-ago quarter, while fiscal year income before a change in accounting principle rose 38% on a 19% gain in sales. Harold K. Work, Chairman, President and Chief Executive Officer, said, "Sharply higher fourth quarter and fiscal year results were driven by record shipments of Elk Prestique(R) premium laminated fiberglass asphalt shingles. Growing demand for Elk Prestique products and nonwoven fiberglass mats, along with the rapidly accelerating demand for our Cybershield(TM) products used in digital wireless cellular phones, should contribute to strong sales and earnings growth in fiscal 2000." OPERATING RESULTS For the fourth quarter ending June 30, 1999, sales rose 21% to $90.1 million from $74.5 million last year. Net income rose 21% to $8.0 million, or $.40 per split-adjusted diluted share, from $6.6 million, or $.33 per split-adjusted diluted share, in the year-ago quarter. For the fiscal year ending June 30, 1999, sales rose 19% to $317.9 million from $268.2 million in fiscal 1998. Income before a change in accounting principle rose 38% to $25.3 million, or $1.27 per split-adjusted diluted share, from $18.3 million, or $.90 per split-adjusted diluted share, last year. All per share amounts are adjusted for a three-for-two stock split, in the form of a stock dividend, declared in June 1999, and paid August 11, 1999. NEW LAMINATED SHINGLE PLANT SITE ANNOUNCED Mr. Work said, "Myerstown, Pennsylvania is the site selected for Elk's new $70 million premium laminated asphalt shingle plant. The new Myerstown plant will be housed in a 415,000 square foot building to be constructed on a 125-acre greenfield plant site. Contracts for site preparation and construction will be awarded shortly with foundation work scheduled to be completed late this fall. 3 PRESS RELEASE Elcor Corporation Quarterly Results August 17, 1999 Page 2 We plan to complete construction and commence operations in the December quarter of 2000. The new plant should be in position to supply the rapidly growing demand for Elk laminated shingles in the nation's eastern and north central markets in 2001. "Industry shipments of premium laminated shingles rose 17% in 1998 and shipments rose another 24% in the first six months of 1999. The new Myerstown plant will increase our laminated shingle capacity by about 38% and will provide Elk with the capacity needed to keep up with this rapid growth in demand," he said. NEW CYBERSHIELD CORPORATE IDENTITY Richard J. Rosebery, Vice Chairman of Elcor, said, "Cybershield is our new corporate identity for Elcor's high-growth/high-tech shielding business that has become the Western Hemisphere's leading supplier of electroless shielding for plastic components used in digital wireless cellular telephones. In fiscal 1999, Cybershield supplied shielding products for over 20 million digital wireless cellular phones, and we expect that demand could more than double in fiscal 2000. Our shielding products reduce the emission of electromagnetic and radio frequency interference given off by microchips and electronic components to levels equal to or less than those required by the FCC. Rapidly expanding technology is driving strong demand for Cybershield electroless coatings because they provide superior shielding effectiveness at the higher frequencies used to achieve faster microchip speeds. "Cybershield's important telecommunications customers include Nokia, Motorola, Lucent Technologies, AT&T, NEC, and Denso. Cybershield has earned the leadership position in the high-growth/high-tech digital wireless cellular phone market by consistently supplying superior quality products, making deliveries on time and quickly responding to customers' needs with innovative technical solutions that frequently enhance performance of their products," he concluded. FINANCIAL POSITION STRONG In fiscal 1999, Elcor's already strong financial position improved further. Return on average invested capital was 15.5%, and return on average shareholders' equity was 20.8%. Strong cash flows from operations and a $15 million increase in debt funded a $12.1 million expansion in working capital; $29.8 million of net investments; and $9.6 million of dividends and net stock repurchases. At June 30, 1999, the company had $63 million of long-term debt, $137 million of shareholders' equity, and $200 million of total capital. Long-term debt as a percent of total capital was 31%, and the current ratio was 3.3:1. OUTLOOK Mr. Work said, "In the fiscal years since 1995, Elcor has achieved compound annual growth rates of 18.9% for sales, 23.3% for operating income, and 31% for increases in shareholder value. We plan to invest about $137 million over the next three years to further expand capacity, improve productivity of existing plants, and to develop new facilities for both our roofing and industrial products segments to keep pace with rapidly growing demand in markets where we have leadership positions. These present and future investments will also support the introduction of new products and services that provide superior value for our customers and earn premium pricing versus the competition. 4 PRESS RELEASE Elcor Corporation Quarterly Results August 17, 1999 Page 3 "Presently, we look for growing demand for our patented Enhanced High Definition(R) and Raised Profile(TM) Elk Prestique premium laminated fiberglass asphalt shingles, nonwoven fiberglass mat products, and for our Cybershield digital wireless cellular phone products to substantially boost fiscal 2000 sales and earnings. We expect these gains to continue being characterized by greater growth in our seasonally stronger first and fourth quarters. Longer term, we believe the investments we have made and are continuing to make provide Elcor with the potential to achieve high growth rates in both sales and earnings in the years ahead," he 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. 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 ended June 30, 1998, Forms 10-Q for the fiscal 1999 quarters ending September 30, 1998, December 31, 1998, and March 31, 1999, and its Form 8-K dated August 17, 1999. - - - - - - - - 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 currently are located in Tuscaloosa, Alabama; Shafter, California; Dallas and Ennis, Texas; and a new facility will be located in Myerstown, Pennsylvania. Its industrial products facilities are located in Canton, Georgia; Cleveland, Ohio; Dallas, Lufkin, and Midland, Texas. 5 PRESS RELEASE Elcor Corporation Quarterly Results August 17, 1999 Page 4 CONDENSED RESULTS OF OPERATIONS ($ in thousands)
Unaudited Audited Three Months Ended Fiscal Year Ended June 30, June 30, 1999 1998 1999 1998 ---------- ---------- ---------- ---------- SALES $ 90,072 $ 74,472 $ 317,874 $ 268,178 ---------- ---------- ---------- ---------- COSTS AND EXPENSES: Cost of sales 67,164 54,700 236,670 202,627 Selling, general & administrative 10,717 9,516 39,699 34,962 Interest expense, net 507 244 1,975 2,131 ---------- ---------- ---------- ---------- Total Costs and Expenses 78,388 64,460 278,344 239,720 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 11,684 10,012 39,530 28,458 Provision for income taxes 3,720 3,399 14,247 10,134 ---------- ---------- ---------- ---------- INCOME BEFORE CHANGE IN ACCOUNTING PRINCIPLE 7,964 6,613 25,283 18,324 Cumulative effect of change in accounting principle (a) 0 0 (4,340) 0 ---------- ---------- ---------- ---------- NET INCOME $ 7,964 $ 6,613 $ 20,943 $ 18,324 ========== ========== ========== ========== INCOME PER COMMON SHARE-BASIC (b): Before change in accounting principle $ 0.41 $ 0.33 $ 1.29 $ 0.92 Cumulative effect of change in accounting principle 0.00 0.00 (0.22) 0.00 ---------- ---------- ---------- ---------- Net Income Per Share-Basic $ 0.41 $ 0.33 $ 1.07 $ 0.92 ========== ========== ========== ========== INCOME PER COMMON SHARE-DILUTED (b): Before change in accounting principle $ 0.40 $ 0.33 $ 1.27 $ 0.90 Cumulative effect of change in accounting principle 0.00 0.00 (0.22) 0.00 ---------- ---------- ---------- ---------- Net Income Per Share-Diluted $ 0.40 $ 0.33 $ 1.05 $ 0.90 ========== ========== ========== ========== AVERAGE COMMON SHARES OUTSTANDING (b) Basic 19,514 19,922 19,546 19,868 ========== ========== ========== ========== Diluted 20,035 20,329 19,964 20,270 ========== ========== ========== ==========
(a) Represents cumulative effect of applying AICPA AcSec Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities." (b) References to number of shares and per share information have been adjusted for a three-for-two stock split declared in June 1999. 6 PRESS RELEASE Elcor Corporation Quarterly Results August 17, 1999 Page 5 CONDENSED BALANCE SHEET (Audited, $ in thousands)
June 30, ASSETS 1999 1998 - ------ -------- -------- Cash and cash equivalents $ 4,186 $ 5,240 Receivables, net 72,866 56,450 Inventories 25,770 28,822 Deferred income taxes 2,111 1,789 Prepaid expenses and other 8,352 2,228 -------- -------- Total Current Assets 113,285 94,529 Property, plant and equipment, net 135,720 120,732 Other assets 3,177 1,783 -------- -------- Total Assets $252,182 $217,044 ======== ========
June 30, LIABILITIES AND SHAREHOLDERS' EQUITY 1999 1998 - ------------------------------------ -------- -------- Accounts payable and accrued liabilities $ 33,884 $ 27,207 Current maturities on long-term debt 0 0 -------- -------- Total Current Liabilities 33,884 27,207 Long-term debt, net 63,000 48,000 Deferred income taxes 18,047 15,881 Shareholders' equity 137,251 125,956 -------- -------- Total Liabilities and Shareholders' Equity $252,182 $217,044 ======== ========
7 PRESS RELEASE Elcor Corporation Quarterly Results August 17, 1999 Page 6 CONDENSED STATEMENT OF CASH FLOWS (Audited, $ in thousands)
Fiscal Year Ended June 30, 1999 1998 ---- ---- CASH FLOWS FROM: OPERATING ACTIVITIES Net income $ 20,943 $ 18,324 Adjustments to net income Depreciation and amortization 9,285 11,056 Deferred income taxes 2,283 3,010 Cumulative effect of accounting change 4,340 0 Changes in assets and liabilities: Trade receivables (15,420) (13,272) Inventories 3,375 3,384 Prepaid expenses and other (6,552) 1,783 Accounts payable and accrued liabilities 5,137 (1,078) -------- -------- Net cash from operations 23,391 23,207 -------- -------- INVESTING ACTIVITIES Additions to property, plant & equipment (30,048) (14,288) Insurance proceeds from involuntary conversion 5,687 0 Acquisition of business, net of cash (5,588) 0 Other, net 152 1,674 -------- -------- Net cash from investing activities (29,797) (12,614) -------- -------- FINANCING ACTIVITIES Long-term borrowings, net 15,000 (4,600) Dividends on common stock (3,705) (3,175) Treasury stock transactions and other, net (5,943) (1,179) -------- -------- Net cash from financing activities 5,352 (8,954) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,054) 1,639 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,240 3,601 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,186 $ 5,240 ======== ========
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