-----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, DFjEVeD3iJcpKYnVENBdu9w9Bmc/CFaR5m6YVef1j6qCmCKGxS5ZdbTaU/mWUf3K gUE6YV5h5rPxxDYbj+8iPA== 0000909518-05-000843.txt : 20051104 0000909518-05-000843.hdr.sgml : 20051104 20051104124149 ACCESSION NUMBER: 0000909518-05-000843 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051103 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051104 DATE AS OF CHANGE: 20051104 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: 051179295 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 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: 051179296 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 8-K 1 jd11-3_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): November 3, 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 No.) 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 code and telephone number, State or other jurisdiction including area code, of Exact name of registrant as of incorporation or Registration No./I.R.S. registrant's principal specified in its charter organization Employer Identification No. executive offices - ------------------------ ------------ --------------------------- ----------------- Building Materials Delaware 333-69749-01/ 1361 Alps Road Manufacturing Corporation 22-3626208 Wayne, NJ 07470 (973) 628-3000
2 ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 3, 2005, Building Materials Corporation of America ("BMCA" or the "Company") issued a news release announcing its earnings for the third quarter ended October 2, 2005. A copy of the news release is furnished herewith as Exhibit 99.1. 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 expressly 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 November 3, 2005 regarding results of operations for the third quarter ended October 2, 2005. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. BUILDING MATERIALS CORPORATION OF AMERICA BUILDING MATERIALS MANUFACTURING CORPORATION Dated: November 4, 2005 By: /s/ John F. Rebele ------------------------------------- Name: John F. Rebele Title: Senior Vice President, Chief Financial Officer and Chief Administrative Officer 4 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99.1 News release issued November 3, 2005 regarding results of operations for the third quarter ended October 2, 2005. 5 EX-99 2 jd11-3ex99_1.txt 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE - --------------------- Contact: Thursday, November 3, 2005 John F. Rebele Senior Vice President Chief Financial Officer and Chief Administrative Officer Building Materials Corporation of America (973) 628-4038 BUILDING MATERIALS CORPORATION OF AMERICA ANNOUNCES --------------------------------------------------- THIRD QUARTER OPERATING RESULTS ------------------------------- Building Materials Corporation of America ("BMCA" or "the Company") announced today third quarter of 2005 net income of $21.0 million compared to net income of $17.1 million in the third quarter of 2004. The increase in third quarter of 2005 net income was primarily attributable to higher operating income, together with lower interest expense and lower other expenses. Operating income in the third quarter of 2005 was $49.5 million compared to $47.4 million in the third quarter of 2004. Operating income in the third quarter of 2005 was positively affected by increased net sales of residential roofing products primarily resulting from higher average selling prices, partially offset by higher raw material costs, including asphalt, higher selling, general and administrative expenses mostly due to higher distribution costs, primarily resulting from a rise in fuel prices, and slightly lower net sales of commercial roofing products. Net sales for the third quarter of 2005 reached $496.3 million, a 5.9% increase over third quarter of 2004 net sales of $468.7 million, with the increase due to higher net sales of residential roofing products primarily resulting from higher average selling prices, partially offset by a slight decline in net sales of commercial roofing products. -continued- Interest expense for the third quarter of 2005 decreased to $15.0 million from $18.2 million for the third quarter of 2004, primarily due to lower average borrowings, partially offset by a slightly higher average interest rate. Other expense, net was $0.6 million for the third quarter of 2005 compared with $2.0 million for the third quarter of 2004. FIRST NINE MONTHS OPERATING RESULTS ----------------------------------- For the first nine months of 2005, BMCA announced net income of $52.4 million compared to net income of $46.5 million in the first nine months of 2004. The increase in the first nine months of 2005 net income was primarily attributable to higher operating income, together with lower other expenses, partially offset by slightly higher interest expense. Operating income for the first nine months of 2005 was $135.8 million compared to $125.6 million for the first nine months of 2004. Operating income for the first nine months of 2005 was positively affected by increased net sales primarily resulting from higher average selling prices and higher unit volumes of both residential and commercial roofing products. Partially offsetting these improvements in operating results were higher raw material costs, including asphalt and other crude based raw materials, and higher selling, general and administrative expenses mostly due to higher distribution costs, primarily resulting from higher sales volume and a rise in fuel prices. -continued- Net sales for the first nine months of 2005 reached $1,472.8 million, a 12.2% increase over the first nine months of 2004 net sales of $1,312.3 million, with the increase primarily due to higher average selling prices and higher unit volumes of both residential and commercial roofing products. Interest expense for the first nine months of 2005 increased to $47.5 million from $46.9 million for the first nine months of 2004, primarily due to a higher average interest rate. Other expense, net was $3.8 million for the first nine months of 2005 compared with $4.6 million for the first nine months of 2004. OTHER MATTERS ------------- At October 2, 2005, cash and cash equivalents amounting to $9.5 million was on hand and long-term debt including current maturities was $631.8 million, including $95.0 million 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) - ------------------------------------------------------------------------------------------------------------------------------------ THIRD QUARTER ENDED NINE MONTHS ENDED ------------------- ----------------- OCT. 2, 2005 OCT. 3, 2004 OCT. 2, 2005 OCT. 3, 2004 ------------ ------------ ------------ ------------ Net sales $ 496.3 $ 468.7 $ 1,472.8 $ 1,312.3 ---------- ---------- ---------- ---------- Costs and expenses, net: (1) Cost of products sold 342.2 319.4 1,019.5 900.2 Selling, general and administrative 104.6 101.9 317.5 286.5 ---------- ---------- ---------- ---------- Total costs and expenses, net 446.8 421.3 1,337.0 1,186.7 ---------- ---------- ---------- ---------- Operating income 49.5 47.4 135.8 125.6 Interest expense (15.0) (18.2) (47.5) (46.9) Other expense, net (0.6) (2.0) (3.8) (4.6) ---------- ---------- ---------- ---------- Income before income taxes 33.9 27.2 84.5 74.1 Income tax expense (12.9) (10.1) (32.1) (27.6) ---------- ---------- ---------- ---------- Net income $ 21.0 $ 17.1 $ 52.4 $ 46.5 ========== ========== ========== ========== - ------------------------------------------------------------------------------------------------------------------------------------
(1) For the three and nine month periods ended October 2, 2005 and October 3, 2004, depreciation and amortization amounted to $12.0, $11.8, $35.2 and $33.8 million, respectively. -----END PRIVACY-ENHANCED MESSAGE-----