-----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, DIiX09utK9D0/R3icIIgtXiAMxMmj0Yn24TQXDcSNr2Q6DI8O9PXrrnEKNh9Tw2c cnokPOhrDdJkgqdy3abcgA== 0000909518-05-000116.txt : 20050224 0000909518-05-000116.hdr.sgml : 20050224 20050224114513 ACCESSION NUMBER: 0000909518-05-000116 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050223 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050224 DATE AS OF CHANGE: 20050224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUILDING MATERIALS MANUFACTURING CORP CENTRAL INDEX KEY: 0001078706 STANDARD INDUSTRIAL CLASSIFICATION: ASPHALT PAVING & ROOFING MATERIALS [2950] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-69749-01 FILM NUMBER: 05636360 BUSINESS ADDRESS: STREET 1: 1361 ALPS ROAD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 9736283000 MAIL ADDRESS: STREET 1: 1361 ALPS ROAD CITY: WAYNE STATE: NJ ZIP: 07470 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUILDING MATERIALS INVESTMENT CORP CENTRAL INDEX KEY: 0001078820 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-69749-02 FILM NUMBER: 05636361 BUSINESS ADDRESS: STREET 1: 1361 ALPS RD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 9736283000 MAIL ADDRESS: STREET 1: 1361 ALPS RD CITY: WAYNE STATE: NJ ZIP: 07470 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUILDING MATERIALS CORP OF AMERICA CENTRAL INDEX KEY: 0000927314 STANDARD INDUSTRIAL CLASSIFICATION: ASPHALT PAVING & ROOFING MATERIALS [2950] IRS NUMBER: 223276290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-81808 FILM NUMBER: 05636359 BUSINESS ADDRESS: STREET 1: 1361 ALPS RD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 2016283000 MAIL ADDRESS: STREET 1: 1361 ALPS ROAD CITY: WAYNE STATE: NJ ZIP: 07470 8-K 1 jd2-25_8k.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): FEBRUARY 23, 2005 BUILDING MATERIALS CORPORATION OF AMERICA (Exact Name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 33-81808 22-3276290 (Commission File Number) (IRS Employer Identification Number) 1361 ALPS ROAD WAYNE, NEW JERSEY 07470 (Address of Principal Executive Offices) (Zip Code) (973) 628-3000 (Registrant's telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ADDITIONAL REGISTRANTS Address, including zip State or other code and telephone jurisdiction number, including area Exact name of registrant of incorporation or Registration No./I.R.S. code, of registrant's as specified in its charter organization Employer Identification No. principal executive offices - --------------------------- -------------------- --------------------------- --------------------------- Building Materials Delaware 333-69749-01/ 1361 Alps Road Manufacturing Corporation 22-3626208 Wayne, NJ 07470 (973) 628-3000 Building Materials Delaware 333-69749-02/ 300 Delaware Avenue Investment Corporation 22-3626206 Suite 303 Wilmington, DE 19801 (302) 427-5960
2 ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 23, 2005, Building Materials Corporation of America ("BMCA" or the "Company") issued a news release announcing its earnings for the fourth quarter and fiscal year ended December 31, 2004. A copy of the news release is furnished herewith as Exhibit 99.1. The news release contains information regarding non-GAAP financial measures. As used herein, "GAAP" refers to U.S. generally accepted accounting principles. The Company uses non-GAAP financial measures to eliminate the effect of certain other operating gains and charges on reported operating income. The non-GAAP financial measures are provided to assist the reader in better understanding our operational performance. The non-GAAP financial measures included in our news release have been reconciled to the most directly comparable GAAP financial measure as is required under Regulation G regarding the use of such financial measures. These non-GAAP measures should be considered in addition to, and not as a substitute, or superior to, operating income or other measures of financial performance in accordance with generally accepted accounting principles. This information is being furnished to the Commission and is not "filed" pursuant to Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be set forth by specific reference in such a filing. Additionally, the submission of this report on Form 8-K is not an admission as to the materiality of any information in this report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 News release issued February 23, 2005 regarding results of operations for the fourth quarter and fiscal year ended December 31, 2004. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BUILDING MATERIALS CORPORATION OF AMERICA BUILDING MATERIALS INVESTMENT CORPORATION BUILDING MATERIALS MANUFACTURING CORPORATION Dated: February 24, 2005 By /s/ John F. Rebele ---------------------------------------- Name: John F. Rebele Title: Senior Vice President and Chief Financial Officer 4 EX-99 2 jd2-25ex99_1.txt 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE - --------------------- CONTACT: WEDNESDAY, FEBRUARY 23, 2005 JOHN F. REBELE SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER BUILDING MATERIALS CORPORATION OF AMERICA (973) 628-4038 BUILDING MATERIALS CORPORATION OF AMERICA ANNOUNCES --------------------------------------------------- RECORD FOURTH QUARTER AND FULL YEAR OPERATING RESULTS ----------------------------------------------------- Building Materials Corporation of America ("BMCA" or "the Company") announced today record fourth quarter of 2004 net income of $8.4 million compared to net income of $1.8 million in the fourth quarter of 2003. Net income in the fourth quarter of 2003 included a $2.4 million after-tax operating loss ($3.8 million pre-tax) from the write-down of the Albuquerque, New Mexico manufacturing facility. Net income for the fourth quarter of 2004 was $8.4 million compared to $4.2 million in the fourth quarter of 2003, after excluding the operating loss on the Albuquerque, New Mexico manufacturing facility (see attached reconciliation of non-GAAP financial measures). The increase in fourth quarter of 2004 net income was primarily attributable to higher operating income, partially offset by higher interest expense and slightly higher other expenses. Operating income in the fourth quarter of 2004 was a record $30.7 million compared to $21.9 million in the fourth quarter of 2003, excluding the $3.8 million pre-tax operating loss from the write-down of the Albuquerque, New Mexico manufacturing facility (see attached reconciliation of non-GAAP financial measures). Operating income in the fourth quarter of 2004 was positively affected by record net sales primarily resulting from higher unit volumes and - continued - higher average selling prices of both residential and commercial roofing products. Partially offsetting these improvements in operating results were higher raw material costs, including asphalt, and higher selling, general and administrative expenses mostly due to higher volume related distribution costs and higher transportation costs, principally due to a rise in fuel costs. Net sales for the fourth quarter of 2004 reached a record $461.1 million, a 15.7% increase over fourth quarter of 2003 net sales of $398.6 million, with the increase primarily due to higher unit volumes and higher average selling prices of both residential and commercial roofing products. Interest expense for the fourth quarter of 2004 increased to $15.8 million from $14.2 million for the fourth quarter of 2003, primarily due to higher average borrowings and a higher average interest rate. The higher average borrowings in the fourth quarter of 2004 were primarily due to the issuance, in July 2004, of $200 million 7 3/4% senior notes due 2014 together with an issuance, in November 2004, of an additional $50 million of 7 3/4% senior notes due 2014, partially offset by the redemption of the Company's $100 million 8 5/8% senior notes due 2006 and a reduction in the amount outstanding under the Company's $350 million senior secured revolving credit facility. Other expense, net was $1.5 million for the fourth quarter of 2004 compared with $1.1 million for the fourth quarter of 2003. - continued - FULL YEAR RECORD OPERATING RESULTS ---------------------------------- For the full year of 2004, BMCA announced record net income of $54.9 million, on record net sales of $1,773.4 million, compared with net income of $47.2 million for the full year of 2003. Net income for the full year 2003 included a $3.7 million after-tax operating gain ($5.7 million pre-tax) from the sale of property in Ontario, California and a $2.4 million after-tax operating loss ($3.8 million pre-tax) from the write-down of the Albuquerque, New Mexico manufacturing facility. The increase in 2004 full year net income was primarily due to record operating income, partially offset by higher interest expense. Operating income for the full year of 2004 was a record $156.3 million, a 16.1% increase over full year of 2003 operating income of $134.6 million, excluding the $5.7 million pre-tax operating gain on sale of the Ontario property and the $3.8 million pre-tax operating loss from the write-down of the Albuquerque, New Mexico manufacturing facility (see attached reconciliation of non-GAAP financial measures). Operating income for the full year of 2004 was positively affected by record net sales primarily resulting from higher unit volumes and higher average selling prices of both residential and commercial roofing products. Partially offsetting these improvements were higher raw material costs, including asphalt, and higher selling, general and administrative expenses mostly due to higher volume related distribution and selling costs, and higher transportation costs, principally due to a rise in fuel costs. Net sales for the full year of 2004 were a record $1,773.4 million, a 10.3% increase over full year of 2003 net sales of $1,607.8 million, with the increase primarily due to higher unit volumes and higher average selling prices of both residential and commercial roofing products. - continued - Interest expense for the full year of 2004 increased to $62.7 million from $56.7 million for the full year of 2003, primarily due to higher average borrowings, partially offset by a lower average interest rate. The higher average borrowings in 2004 were primarily due to the issuance, in July 2004, of $200 million 7 3/4% senior notes due 2014 and the issuance, in November 2004, of an additional $50 million 7 3/4% senior notes due 2014, partially offset by the redemption of the Company's $100 million 8 5/8% senior notes due 2006 and a reduction in the amount outstanding under the Company's $350 million senior secured revolving credit facility. In connection with entering into these financing transactions, the Company recorded additional interest expense of approximately $2.2 million, representing the write-off of the remaining deferred financing costs of the $100 million 8 5/8% senior notes, the premium paid to exercise the call of the 2006 senior notes and other interest related expenses. Other expense, net was $6.1 million for the full year of 2004 compared with $6.1 million for the full year of 2003. OTHER MATTERS ------------- At December 31, 2004, long-term debt including current maturities was $688.5 million, including no amount outstanding under the Company's $350 million senior secured revolving credit facility. - continued - * * * * Building Materials Corporation of America, which operates under the name of GAF Materials Corporation, is an indirect subsidiary of G-I Holdings Inc., with annual sales in 2004 approximating $1.8 billion, and is North America's largest manufacturer of residential and commercial roofing products and specialty building products. This press release contains "forward looking statements" within the meaning of the federal securities laws with respect to the Company's financial results and future operations and, as such, concerns matters that are not historical facts. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in such statements. Important factors that could cause such differences are discussed in the Company's filings with the U.S. Securities and Exchange Commission and are incorporated herein by reference. - continued - BUILDING MATERIALS CORPORATION OF AMERICA SALES AND EARNINGS DATA (UNAUDITED) (DOLLARS IN MILLIONS)
- ----------------------------------------------- ------------------------------------------------------------------------------- FOURTH QUARTER ENDED YEAR ENDED -------------------- ---------- DEC. 31, 2004 DEC. 31, 2003 DEC. 31, 2004 DEC. 31, 2003 ------------- ------------- ------------- ------------- Net sales $ 461.1 $ 398.6 $ 1,773.4 $ 1,607.8 ---------- ---------- ---------- ---------- Costs and expenses, net: (1) Cost of products sold 325.6 284.6 1,225.8 1,134.2 Selling, general and administrative 104.8 92.1 391.3 339.0 Loss on write-down of manufacturing assets - 3.8 - 3.8 Gain on sale of assets - - - (5.7) ---------- ---------- ---------- ---------- Total costs and expenses, net 430.4 380.5 1,617.1 1,471.3 ---------- ---------- ---------- ---------- Operating income 30.7 18.1 156.3 136.5 Interest expense (15.8) (14.2) (62.7) (56.7) Other expense, net (1.5) (1.1) (6.1) (6.1) ---------- ---------- ---------- ---------- Income before income taxes 13.4 2.8 87.5 73.7 Income tax expense (5.0) (1.0) (32.6) (26.5) ---------- ---------- ---------- ---------- Net income $ 8.4 $ 1.8 $ 54.9 $ 47.2 ========== ========== ========== ========== - ----------------------------------------------- -------------------- ------------------ ------------------- -------------------
(1) For the three month periods and years ended December 31, 2004 and December 31, 2003, depreciation and amortization amounted to $12.4, $10.8, $46.2 and $41.5 million, respectively. BUILDING MATERIALS CORPORATION OF AMERICA SALES AND EARNINGS DATA (UNAUDITED) - (CONTINUED) (DOLLARS IN MILLIONS)
- ----------------------------------------------- ------------------------------------------------------------------------------- FOURTH QUARTER ENDED YEAR ENDED -------------------- ---------- DEC. 31, 2004 DEC. 31, 2003 DEC. 31, 2004 DEC. 31, 2003 ------------- ------------- ------------- ------------- Reconciliation of Non-GAAP to GAAP financial measure: (1) Net income, as adjusted $ 8.4 $ 4.2 $ 54.9 $ 45.9 Non-GAAP adjustments: Gain on sale of assets (2) - - - 3.7 Loss on write-down of manufacturing facility assets (2) - (2.4) - (2.4) --------- --------- -------- -------- Net income, per GAAP $ 8.4 $ 1.8 $ 54.9 $ 47.2 ========= ========= ======== ======== Operating income, as adjusted $ 30.7 $ 21.9 $ 156.3 $ 134.6 Non-GAAP adjustments: Gain on sale of assets - - - 5.7 Loss on write-down of manufacturing facility assets - (3.8) - (3.8) --------- --------- -------- -------- Operating income, per GAAP $ 30.7 $ 18.1 $ 156.3 $ 136.5 ========= ========= ======== ======== - ----------------------------------------------- -------------------- ------------------ ------------------- -------------------
(1) As used herein, "GAAP" refers to accounting principles generally accepted in the United States of America. The Company uses non-GAAP financial measures to eliminate the effect of other operating gains and losses on reported operating income and net income. Management believes that these financial measures are useful to investors and financial institutions because such measures exclude transactions that are unusual due to their nature or infrequency and therefore allow investors and financial institutions to more readily compare the Company's performance from period to period. Management uses this information in monitoring and evaluating the Company's operating performance. (2) The non-GAAP adjustment for the three month period and year ended December 31, 2003 is prepared on an after-tax basis using a 36% effective tax rate. -----END PRIVACY-ENHANCED MESSAGE-----