-----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, PFN5rYnphv/mxzKBy3M0bBd4IpSNjf68kIAVYMA0laUxw9d140/ZBzhfDVP/KZ2v CA3XK/25grR+M62OD7Cm8A== 0000950134-98-008141.txt : 19981019 0000950134-98-008141.hdr.sgml : 19981019 ACCESSION NUMBER: 0000950134-98-008141 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981016 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981016 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: 98726670 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) October 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 October 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. 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 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 up to $100 million in new investments to expand capacity and improve productivity at existing plants and to build new plants over the next three years. 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. 1 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 its Conductive Coatings Division's 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. Parties are cautioned not to rely on any such forward-looking beliefs or judgments in making investment decisions. 2 4 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 99.1 Press release dated October 16, 1998 of Elcor Corporation. 3 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 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 6 Index to Exhibits
Exhibit Number Description - ------- ----------- 99.1 Press release dated October 16, 1998 of Elcor Corporation.
EX-99.1 2 PRESS RELEASE DATED OCTOBER 16, 1998 1 EXHIBIT 99.1 FOR FURTHER INFORMATION: TRADED: NYSE SYMBOL: ELK Richard J. Rosebery, Vice Chairman and Chief Financial Officer (972) 851-0510 PRESS RELEASE FOR IMMEDIATE RELEASE ELCOR REPORTS SHARPLY HIGHER FISCAL 1999 FIRST QUARTER SALES AND EARNINGS; EXPECTS CONTINUING STRONG GROWTH IN FISCAL 1999 AND BEYOND DALLAS, TEXAS, October 16, 1998 . . . . Elcor Corporation announced today that for its first quarter ending September 30, 1998, earnings before a change in accounting principle rose 40% on a 17% gain in sales. Both sales and earnings before the accounting change set new records for any quarter. Harold K. Work, Elcor's Chairman, President and Chief Executive Officer, said, "Sharply higher first quarter results were spearheaded by record shipments of our Roofing Products segment's Elk Prestique(R) premium laminated fiberglass asphalt shingles. Growing demand for Elk Prestique products and rapidly accelerating demand for our Conductive Coatings Division's products used in digital wireless cellular phones are expected to drive strong sales and earnings growth in fiscal 1999 and beyond." OPERATING RESULTS For the first quarter ending September 30, 1998, sales rose 17% to $85.9 million from $73.5 million last year. Income before a change in accounting principle rose 40% to $7,526,000, or $.56 per diluted share, from $5,394,000, or $.40 per diluted share, in the year-ago quarter. /more 2 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 1998 Add One In the first quarter of fiscal 1999, the company adopted Statement of Position 98-5, "Reporting on the Costs of Start-up Activities," issued by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants, which resulted in a $4,340,000 charge, net of tax, or $.32 per diluted share, for the cumulative effect of this accounting change. This one-time cumulative charge reduced net income for the first quarter of fiscal 1999 to $3,186,000, or $.24 per diluted share, from $5,394,000, or $.40 per diluted share, in the same quarter last year. In addition, the prior year earnings per share have been adjusted for a three-for-two stock split in November 1997. FINANCIAL POSITION During the first quarter ending September 30, 1998, strong cash flows from operations of $13.1 million and $2 million in cash funded $5.0 million of investments in property, plant and equipment; $5.3 million of net treasury stock repurchases and dividends; and a $4.7 million reduction in long-term debt. During this year's first quarter, Elcor's Board of Directors boosted the regular quarterly cash dividend rate by 17% to $.07 per share and authorized an additional $10 million stock repurchase program. At September 30, 1998, the company had $43 million in long-term debt, $124 million of shareholders' equity and $167 million of total capital. Long-term debt, as a percent of total capital, declined to 26% from 28% last year. /more 3 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 1998 Add Two OUTLOOK Mr. Work said, "At the present time, we expect that growing demand for Elk's patented Enhanced High Definition(R) and Raised Profile(TM) Prestique premium laminated fiberglass asphalt shingles and for our Industrial Products should substantially boost fiscal 1999 sales and earnings. We expect fiscal year earnings gains to continue to reflect greater growth in our seasonally stronger first and fourth fiscal quarters. The third expansion of our conductive coatings facilities will be completed during this year's second quarter as we ramp up production of wireless digital cellular phone components to meet soaring demand. Looking ahead to the longer term, we believe the investments we have made already and are continuing to make provide Elcor with the potential to more than double earnings over the next three years and to continue strong growth in the new millennium," 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, 1998 and its Form 8-K dated October 16, 1998. -------- 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 4 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 1998 Add Three CONDENSED RESULTS OF OPERATIONS (Unaudited, $ in thousands)
First Quarter Trailing Three Months Ended Twelve Months Ended September 30, September 30, 1998 1997 (a) 1998 1997 (b) --------- --------- --------- --------- SALES $ 85,868 $ 73,516 $ 280,530 $ 239,736 --------- --------- --------- --------- COSTS AND EXPENSES: Cost of sales 63,063 55,401 210,289 184,258 Selling, general & administrative 10,272 8,805 35,983 31,662 Interest expense, net 559 759 2,377 1,734 --------- --------- --------- --------- Total Costs and Expenses 73,894 64,965 248,649 217,654 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES 11,974 8,551 31,881 22,082 Provision for income taxes 4,448 3,157 11,425 8,180 --------- --------- --------- --------- INCOME BEFORE CHANGE IN ACCOUNTING PRINCIPLE 7,526 5,394 20,456 13,902 Cumulative effect of change in accounting principle (c) (4,340) 0 (4,340) 0 --------- --------- --------- --------- NET INCOME $ 3,186 $ 5,394 $ 16,116 $ 13,902 ========= ========= ========= ========= INCOME PER COMMON SHARE-BASIC: Before change in accounting principle $ 0.57 $ 0.41 $ 1.55 $ 1.05 Cumulative effect of change in accounting principle (0.33) 0.00 (0.33) 0.00 --------- --------- --------- --------- Net Income Per Share-Basic $ 0.24 $ 0.41 $ 1.22 $ 1.05 ========= ========= ========= ========= INCOME PER COMMON SHARE-DILUTED: Before change in accounting principle $ 0.56 $ 0.40 $ 1.52 $ 1.04 Cumulative effect of change in accounting principle (0.32) 0.00 (0.32) 0.00 --------- --------- --------- --------- Net Income Per Share-Diluted $ 0.24 $ 0.40 $ 1.20 $ 1.04 ========= ========= ========= ========= AVERAGE COMMON SHARES OUTSTANDING Basic 13,127 13,202 13,226 13,192 ========= ========= ========= ========= Diluted 13,333 13,444 13,485 13,370 ========= ========= ========= =========
(a) Adjusted for a three-for-two stock split in November 1997. (b) Restated for a change in accounting for inventories in fiscal 1998. (c) Represents cumulative effect of applying AICPA AcSec Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities." 5 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 1998 Add Four CONDENSED BALANCE SHEET (Unaudited, $ in thousands)
September 30, ASSETS 1998 1997 (a) - ------ -------- -------- Cash and cash equivalents $ 3,210 $ 3,242 Receivables, net 65,567 50,826 Inventories 22,471 26,688 Deferred income taxes 2,153 2,860 Prepaid expenses and other 1,361 1,455 -------- -------- Total Current Assets 94,762 85,071 Property, plant and equipment, net 116,866 116,582 Other assets 1,909 3,512 -------- -------- Total Assets $213,537 $205,165 ======== ========
September 30, LIABILITIES AND SHAREHOLDERS' EQUITY 1998 1997 (a) - ------------------------------------ -------- -------- Accounts payable and accrued liabilities $ 32,314 $ 28,683 Current maturities on long-term debt 0 0 -------- -------- Total Current Liabilities 32,314 28,683 Long-term debt, net 43,300 45,500 Deferred income taxes 14,044 14,276 Shareholders' equity 123,879 116,706 -------- -------- Total Liabilities and Shareholders' Equity $213,537 $205,165 ======== ========
(a) Restated for a change in accounting for inventories in fiscal 1998. 6 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 1998 Add Five CONDENSED STATEMENT OF CASH FLOWS (Unaudited, $ in thousands)
For the Three Months Ended September 30, 1998 1997 --------- -------- CASH FLOWS FROM: OPERATING ACTIVITIES Net income $ 3,186 $ 5,394 Adjustments to net income Depreciation and amortization 2,230 2,683 Deferred income taxes 580 773 Cumulative effect of accounting change 4,340 0 Changes in assets and liabilities: Trade receivables (9,117) (7,648) Inventories 6,351 5,518 Prepaid expenses and other 428 2,117 Accounts payable and accrued liabilities 5,107 398 -------- -------- Net cash from operations 13,105 9,235 -------- -------- INVESTING ACTIVITIES Additions to property, plant & equipment (5,037) (1,791) Other (134) (29) -------- -------- Net cash from investing activities (5,171) (1,820) -------- -------- FINANCING ACTIVITIES Long-term borrowings, net (4,700) (7,100) Dividends on common stock (909) (794) Treasury stock transactions and other, net (4,355) 120 -------- -------- Net cash from financing activities (9,964) (7,774) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,030) (359) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,240 3,601 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,210 $ 3,242 ======== ========
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