-----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, T37CMu6GE4JY98N2eGWNG5C0+KxF9w5n6aP6RJ68l4dlII2jhZxxqAw2B2LD9RKA 9Kppf9ni8BUNf0X/LrREHg== 0000950134-02-015957.txt : 20021223 0000950134-02-015957.hdr.sgml : 20021223 20021223110117 ACCESSION NUMBER: 0000950134-02-015957 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021220 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20021223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELKCORP 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: 1934 Act SEC FILE NUMBER: 001-05341 FILM NUMBER: 02866201 BUSINESS ADDRESS: STREET 1: 14643 DALLAS PKWY STE 1000 STREET 2: WELLINGTON CTR CITY: DALLAS STATE: TX ZIP: 75254-8890 BUSINESS PHONE: 9728510500 MAIL ADDRESS: STREET 1: WELLINGTON CENTRE STE 1000 STREET 2: 14643 DALLAS PKWY CITY: DALLAS STATE: TX ZIP: 75254-8890 FORMER COMPANY: FORMER CONFORMED NAME: ELCOR CHEMICAL CORP DATE OF NAME CHANGE: 19761119 FORMER COMPANY: FORMER CONFORMED NAME: ELCOR CORP DATE OF NAME CHANGE: 19920703 8-K 1 d02168e8vk.txt FORM 8-K 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) December 20, 2002 ----------------- ELKCORP ------------------------------------------------------ (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 75254-8890 - -------------------------------------------- ---------- (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) Item 7. Exhibits 99.1 Press release dated December 20, 2002 of ElkCorp. Item 9. Regulation FD Disclosure Press Release On December 20, 2002, the company issued a press release containing "forward-looking statements" that involve risks and uncertainties about its prospects for the future. 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 "optimistic," "outlook," "believe," "estimate," "potential," "project," "expect," "anticipate," "plan," "predict," "could," "should," "may," "likely," or similar words that convey the uncertainty of future events or outcomes. These statements are based on judgments the company believes are reasonable; however, actual results could differ materially from those discussed here as a result of a number of factors, including the following: 1. The company's building products business is substantially non-cyclical, but can be affected by weather, the availability of financing, insurance claims paying practices, 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 and insurance 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 building 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 energy, trucking and rail costs. Furthermore, temporary shortages or disruption in supply of raw materials or transportation do result from time to time from a variety of causes. Historically, the company has been able to pass some of the higher raw material, energy and transportation costs through to the customer. Should the company be unable to recover higher raw material, energy and/or transportation costs from price increases of its products, or if the company experiences temporary shortages or disruption of supply of raw materials or transportation, operating results could be adversely affected and/or lower than projected. 3. The company has been involved in a significant expansion plan over the past several years, including the construction of new facilities and the expansion of existing facilities. Progress in achieving anticipated operating efficiencies and financial results is difficult to predict for new and expanded plant facilities. If such progress is slower than anticipated, or if demand for products produced at new or expanded plants does not meet current expectations, operating results could be adversely affected. 1 4. Certain facilities of the company's 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 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. Although the company currently anticipates that most of its needs for new capital in the near future will be met with internally generated funds or borrowings under its available credit facilities, significant increases in interest rates could substantially affect its borrowing costs or its cost of alternative sources of capital. 7. Each of the company's businesses, especially Cybershield's business, is subject to the risks of technological changes and competition that is based on technology improvement or labor savings. These factors could affect the demand for or the relative cost of the company's technology, products and services, or the method and profitability of the method of distribution or delivery of such technology, 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, or if its customers' plans and/or markets should change significantly. Cybershield has lost substantial business as a result of most cellular handset production moving to Asia where Cybershield has no significant presence. Low labor costs in Asia make other coating processes competitive with those Cybershield would use. Cybershield's future viability may depend on the successful commercialization of the EXACT process, or other value added services, which are unproven as yet on a large commercial scale. 8. 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. 9. 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 ongoing long-term growth and earnings. If such development activities are not successful, market demand is less than expected, 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. 2 Parties are cautioned not to rely on any such forward-looking beliefs or judgments in making investment decisions. Other Matters The company may, from time to time, find that it has commented on non-public information, including forward-looking information, to analysts. If that should occur, the company may post disclosures at www.elcor.com that it deems appropriate under Regulation F-D. No such disclosure, or similar information filed or furnished by Form 8-K, should be deemed an admission that such information is material to investors. 3 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. ElkCorp DATE: December 23, 2002 /s/ Harold R. Beattie, Jr. ----------------- -------------------------- Harold R. Beattie, Jr. Senior Vice President, Chief Financial Officer and Treasurer /s/ Leonard R. Harral ------------------------ Leonard R. Harral Vice President and Chief Accounting Officer 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Press release dated December 20, 2002 of ElkCorp.
EX-99.1 3 d02168exv99w1.txt PRESS RELEASE EXHIBIT 99.1 Press Release dated December 20, 2002 of ElkCorp PRESS RELEASE TRADED: NYSE FOR IMMEDIATE RELEASE SYMBOL: ELK FOR FURTHER INFORMATION: Harold R. Beattie, Jr. Sr. Vice President, Chief Financial Officer and Treasurer (972) 851-0523 ELKCORP SAYS U.S. ROOFING INDUSTRY COULD FACE ASPHALT SHORTAGES FROM A CONTINUATION OF VENEZUELAN OIL STRIKE; SECOND QUARTER FISCAL 2003 EARNINGS EXPECTED AT LOWER END OF PREVIOUS GUIDANCE; FULL FISCAL YEAR 2003 EARNINGS OUTLOOK UNCHANGED DALLAS, TEXAS, December 20, 2002 . . . . ElkCorp said today that the U.S. roofing industry could experience asphalt raw material shortages unless the Venezuelan oil industry strike is resolved shortly, but said that its contractual asphalt supply agreements should leave it relatively well positioned. ElkCorp also said that it now expects that earnings for its second fiscal quarter ending December 31, 2002 will approximate the lower end of previously announced guidance of $0.12 to $0.17 per diluted share. ElkCorp's outlook for the full fiscal year ending June 30, 2003 remains unchanged at $1.23 to $1.33 per diluted share ($1.05 to $1.15 per diluted share excluding first quarter income from variable stock option accounting). ASPHALT SUPPLY AND COST Richard A. Nowak, President and Chief Operating Officer of ElkCorp, said, "We currently purchase of all of our asphalt requirements under contractual supply and processing agreements and do not rely upon spot market purchases for any portion of our asphalt requirements. While the Venezuelan oil strike will likely cause sharp reductions in asphalt volumes available in the spot market, we currently believe our contractual asphalt supply is secure. Only one of our four roofing plants utilizes asphalt of Venezuelan origin and we have identified alternate available asphalt blends. "Since peaking in October 2002, our asphalt costs have recently declined by about $10 per ton. It is likely that our asphalt costs will rise again by up to $30 per ton until the Venezuelan situation is resolved. We previously implemented a 3% price increase, effective January 6, 2003, that should more than offset the probable increase in asphalt PRESS RELEASE ElkCorp December 20, 2002 Page 2 costs. We believe that market conditions are currently favorable to support the scheduled price increase. "Recently, we have begun to see non-seasonal strength in shingle shipments that we believe results from purchases by roofing distributors to hedge against potential product shortages. We believe that our current strong inventory levels, and our contractual asphalt supply, will serve us relatively well in the event that shortages actually develop," he concluded. EARNINGS OUTLOOK Thomas D. Karol, Chairman of the Board and Chief Executive Officer of ElkCorp, said, "We now expect that our December quarter earnings will approximate the lower end of our previous guidance of $0.12 to 0.17 per fully diluted share. During the seasonally slow December quarter, we made a strategic decision to dedicate a portion of our shingle manufacturing resources to the limited production of a new 'beta' shingle product that currently requires some off-line processing. This decision reduced shingle production quantities below previously forecast levels, and the related under-absorption of fixed manufacturing expenses increased manufacturing costs somewhat. We also experienced higher than forecast legal expenses in our Building Products segment and a shift in the expected timing of certain Ortloff licensing fees into later quarters. "Our outlook for full fiscal year 2003 remains unchanged at $1.23 to $1.33 per diluted share ($1.05 to $1.15 per diluted share excluding first quarter income from variable stock option accounting). Current El Nino related weather patterns cause us to anticipate more robust demand for roofing products during the coming spring and summer months and inventory availability could be restrained by the potential asphalt shortages. We believe we will likely see stronger volumes and improved pricing / asphalt cost dynamics during the latter half of fiscal 2003. We remain bullish on Ortloff's licensing fee prospects for full fiscal 2003," he concluded. SAFE HARBOR PROVISIONS In accordance with the safe harbor provisions of the securities law regarding forward-looking statements, in addition to 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 "optimistic," "outlook," "believe," "estimate," "potential," "project," "expect," "anticipate," "plan," "predict," "could," "should," "may," "likely," or similar words that convey the uncertainty of future events or outcomes. These statements are based on judgments the company believes are reasonable; however, ElkCorp's actual PRESS RELEASE ElkCorp December 20, 2002 Page 3 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, acts of God, war or terrorism, 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 ending June 30, 2002, and subsequent Forms 8-K and 10-Q. ---------- ElkCorp, through its subsidiaries, manufactures Elk brand premium roofing and building products (over 90% of consolidated sales) and provides technologically advanced products and services to other industries. Each of ElkCorp'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). -----END PRIVACY-ENHANCED MESSAGE-----