-----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, NJehyRzmXxYzXklhlakeBNIV8PIejnSBqLtBgh9LtJxTAU3NoTQgj22pjw/G6U6m pnJNjGzc7CiXpjFEiDysrQ== 0000950134-98-003292.txt : 19980417 0000950134-98-003292.hdr.sgml : 19980417 ACCESSION NUMBER: 0000950134-98-003292 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980416 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980416 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: 98595377 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 FOR PERIOD ENDING 4/16/98 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, 1998 ---------------- 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, 1998, 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. Item 7. Exhibits 99.1 Press release dated April 16, 1998 of Elcor Corporation. 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, 1998 /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 4 5 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press release dated April 16, 1998 of Elcor Corporation.
EX-99.1 2 PRESS RELEASE 1 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 HIGHER FISCAL 1998 THIRD QUARTER SALES AND EARNINGS; ALSO EXPECTS SUBSTANTIALLY HIGHER FOURTH QUARTER AND FISCAL YEAR RESULTS DALLAS, TEXAS, April 16, 1998 . . . . Elcor Corporation announced today that net income for the third quarter ending March 31, 1998, rose 29% to $3,369,000, or $.25 per diluted share, from $2,612,000, or $.20 per diluted share, in the year-ago quarter. Sales increased 4% to $ 59.2 million from $57.1 million last year. Both the roofing products and industrial products sectors achieved higher sales and operating profits in the third quarter this year as compared to the year-ago quarter. Harold K. Work, Chairman and Chief Executive Officer, said, "Third quarter sales were held back by El Nino's impact on the West Coast and in the Southeastern United States as many contractors were not able to replace leaking roofs during the extended periods of heavy rainfall. As a result, we expect that demand for Elk Prestique(R) shingles should rise in the months ahead as contractors tackle a backlog of roof replacement work. Presently, we expect to report substantially higher sales and earnings for our fourth quarter and fiscal year ending June 30, 1998." For the nine months ending March 31, 1998, net income rose 35% to $11,711,000 or $.87 per diluted \more 2 PRESS RELEASE Elcor Corporation Quarterly Results April 16, 1998 Add One share, from $8,689,000, or $.65 per diluted share, last year. Sales increased 12% to $193.7 million from $172.3 million in the first nine months last year. Elcor's Roofing Products segment continues to see growing demand for its Elk subsidiary's patented Enhanced High Definition(R) and Raised Profile(TM) Prestique premium laminated fiberglass asphalt shingles. With shipments of Elk Prestique shingles having reached a record level for any third quarter, Elk has begun implementing a series of small price increases in each of its markets. El Nino's punishing high winds and heavy rainfall across much of the nation this winter is expected to significantly increase the level of demand for Elk Prestique laminated shingles during the seasonally stronger June and September quarters. In addition, Elk expects to see sharply higher demand from a broader customer base for its nonwoven fiberglass roofing mats during this seasonally stronger period. Elk's new Shafter, California Prestique laminated shingle plant and Elk's new Ennis, Texas nonwoven fiberglass roofing mat plant are both performing well and are now positioned to supply high quality laminated shingles and roofing mats to satisfy the growing demand for these products in the months ahead. Elcor's Industrial Products segment again achieved sharply higher sales and operating profits in this year's March quarter, continuing the strong turnaround which began in the June quarter of fiscal \more 3 PRESS RELEASE Elcor Corporation Quarterly Results April 16, 1998 Add Two 1997. Third quarter sales rose 30% from the year-ago period, paced by accelerating demand for Chromium Corporation's Compushield(R) conductive coatings and conductive gaskets used in the wireless digital telecommunications and other electronic equipment industries. FINANCIAL POSITION Elcor's financial position remains strong. For the first nine months of fiscal 1998, net cash flows from operating activities of $12.3 million fully covered the $7.4 million spent in net investing activities and permitted a $3.9 million reduction in long-term debt from $52.6 million at June 30, 1997 to $48.7 million at March 31, 1998. At March 31, 1998, shareholders' equity was $122.6 million; total capital was $171.3 million; long-term debt as a percent of total capital was 28%; and the current ratio was 3.7:1. OUTLOOK Mr. Work said, "At the present time, the outlook appears to be good for substantially higher fiscal 1998 sales and earnings as a result of growing demand for Elk's patented Prestique premium laminated fiberglass asphalt shingles and nonwoven fiberglass roofing mats, as well as for our industrial products and services. Elcor expects that sales and earnings for our fourth quarter ending June 30, 1998 will be substantially higher than the year-ago quarter as a result of improved demand for our products and higher operating levels for our two new major roofing products manufacturing plants. Looking ahead to the longer term, we have made and are continuing to make the investments \more 4 PRESS RELEASE Elcor Corporation Quarterly Results April 16, 1998 Add Three to expand capacity and to develop new value-added products and services in high growth niche markets that should drive strong growth in 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. 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 subsequent Forms 10-Q and Forms 8-K. - - - - - - - - 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 5 PRESS RELEASE Elcor Corporation Quarterly Results April 16, 1998 Add Four 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, 1998 1997 1998 1997 1998 1997 ------- ------- -------- -------- -------- -------- SALES $59,225 $57,120 $193,706 $172,292 $252,170 $224,816 ------- ------- -------- -------- -------- -------- COSTS AND EXPENSES: Cost of sales 45,225 45,347 147,927 135,113 191,043 175,497 Selling, general & administrative 8,257 7,609 25,446 23,186 33,014 30,890 Reduction in value of assets 0 0 0 0 0 1,037 Interest expense, net 514 34 1,887 247 2,776 325 ------- ------- -------- -------- -------- -------- Total Costs and Expenses 53,996 52,990 175,260 158,546 226,833 207,749 ------- ------- -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 5,229 4,130 18,446 13,746 25,337 17,067 Provision for income taxes 1,860 1,518 6,735 5,057 9,313 6,202 ------- ------- -------- -------- -------- -------- NET INCOME $ 3,369 $ 2,612 $ 11,711 $ 8,689 $ 16,024 $ 10,865 ======= ======= ======== ======== ======== ======== NET INCOME PER SHARE Basic $ 0.25 $ 0.20 $ 0.88 $ 0.66 $ 1.21 $ 0.83 ======= ======= ======== ======== ======== ======== Diluted $ 0.25 $ 0.20 $ 0.87 $ 0.65 $ 1.19 $ 0.82 ======= ======= ======== ======== ======== ======== AVERAGE COMMON SHARES OUTSTANDING Basic 13,269 13,202 13,234 13,170 13,224 13,165 ======= ======= ======== ======== ======== ======== Diluted 13,544 13,362 13,504 13,272 13,480 13,281 ======= ======= ======== ======== ======== ========
6 PRESS RELEASE Elcor Corporation Quarterly Results April 16,1998 Add Five CONDENSED BALANCE SHEET (Unaudited, $ in thousands)
March 31, ASSETS 1998 1997 --------- --------- Cash and cash equivalents $ 2,823 $ 2,802 Receivables, net 47,773 43,469 Inventories 35,006 24,026 Deferred income taxes 2,296 2,713 Prepaid expenses and other 2,816 3,730 --------- --------- Total Current Assets 90,714 76,740 Property, plant and equipment, net 118,454 117,781 Other assets 1,749 3,380 --------- --------- Total Assets $ 210,917 $ 197,901 ========= ========= March 31, LIABILITIES AND SHAREHOLDERS' EQUITY 1998 1997 --------- --------- Accounts payable & accrued liabilities $ 24,669 $ 26,673 Current maturities on long-term debt 0 0 --------- --------- Total Current Liabilities 24,669 26,673 Long-term debt 48,700 49,900 Deferred income taxes 14,920 12,076 Shareholders' equity 122,628 109,252 --------- --------- Total Liabilities and Shareholders' Equity $ 210,917 $ 197,901 ========= =========
7 PRESS RELEASE Elcor Corporation Quarterly Results April 16,1998 Add Six CONDENSED STATEMENT OF CASH FLOWS (Unaudited, $ in thousands)
For the Nine Months Ended March 31, 1998 1997 -------- -------- CASH FLOWS FROM: OPERATING ACTIVITIES Net income $ 11,711 $ 8,689 Adjustments to net income Depreciation and amortization 8,116 5,937 Deferred income taxes 1,554 3,761 Changes in assets and liabilities: Trade receivables (4,595) (987) Inventories (1,579) 2,722 Prepaid expenses and other 756 (1,774) Accounts payable and accrued liabilities (3,616) (1,921) -------- -------- Net cash from operating activities 12,347 16,427 -------- -------- INVESTING ACTIVITIES Additions to property, plant & equipment (9,079) (13,490) Other 1,718 856 -------- -------- Net cash from investing activities (7,361) (12,634) -------- -------- FINANCING ACTIVITIES Long-term borrowings (3,900) (3,100) Dividends on common stock (2,385) (1,846) Treasury stock transactions and other, net 521 211 -------- -------- Net cash from financing activities (5,764) (4,735) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (778) (942) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,601 3,744 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,823 $ 2,802 ======== ========
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