-----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, N5/Wltt/lwjsGVtT7VRcWKo33t0P8UttdAI5EESKpq2Qc6YViBTCckAeGQwZ9ten ZKHUkRUMed/uBMnjpEH74A== 0000950134-98-000390.txt : 19980121 0000950134-98-000390.hdr.sgml : 19980121 ACCESSION NUMBER: 0000950134-98-000390 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980120 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980120 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: 98509089 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 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) January 20, 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 January 20, 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 January 20, 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: January 20, 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 Exhibit Index
Exhibit Number Description - ------- ----------- 99.1 -- Press Release dated January 20, 1998 of Elcor Corporation.
EX-99.1 2 PRESS RELEASE DATED JANUARY 20, 1998 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 SHARPLY HIGHER FISCAL 1998 SECOND QUARTER SALES AND EARNINGS DALLAS, TEXAS, January 20, 1998 . . . . Elcor Corporation announced today that net income for the second quarter ending December 31, 1997, rose 28% to $2,948,000, or $.22 per diluted share, from $2,309,000, or $.17 per diluted share, in the year-ago quarter. Sales increased 20% to $61.0 million from $50.6 million last year. Record second quarter sales were aided by El Nino's effect on increased demand for our Elk premium laminated shingles supplied by its new Shafter, California plant and by a strong increase in industrial products sales. For the six months ending December 31, 1997, net income rose 37% to $8,342,000, or $.62 per diluted share, from $6,077,000, or $.46 per diluted share, last year. Sales increased 17% to $134.5 million from $115.2 million in the first half last year. Harold K. Work, Chairman and Chief Executive Officer, said, "The Roofing Products sector continued to see growing demand for our Elk subsidiary's patented Enhanced High Definition(R) and Raised Profile(TM) Prestique(R) premium laminated fiberglass asphalt shingles. Elk's new Shafter, \more 2 PRESS RELEASE Elcor Corporation January 20, 1998 Add One California plant responded well as the El Nino weather phenomenon sparked a surge in West-Coast demand for our Elk Prestique premium laminated fiberglass asphalt shingles during the last two quarters. Elk's new Ennis, Texas nonwoven fiberglass roofing mat plant is also performing well and is now positioned to supply high quality roofing mats to satisfy the growing need for these products." Work said, "Elcor's Industrial Products segment again achieved sharply higher sales and operating profits in this year's December quarter, continuing the strong turnaround which began in the June quarter of fiscal 1997. Sales rose about 87% above the year-ago period, paced by accelerating demand for Chromium Corporation's Compushield(R) Conductive Coatings used in telecommunications and other electronic equipment industries. In addition, increasing use of Ortloff Engineers' technology licensing and consulting services for the natural gas processing industry also contributed to significantly improved results, as did higher demand for Chromium's remanufactured diesel engine components for the transportation industry," he said. FINANCIAL POSITION Elcor's financial position remains strong. First-half net cash flows from operating activities of $22.8 million fully covered the $5.5 million spent in investing activities and permitted a $14.9 million reduction in long-term debt from $52.6 million at June 30, 1997 to $37.7 million at December 31, 1997, the low point in our working capital cycle. In the second quarter, the company \more 3 PRESS RELEASE Elcor Corporation January 20, 1998 Add Two increased its unsecured long-term revolving credit facilities to $100 million through October 31, 2002. The increased credit facilities will be available to finance both the seasonal pickup in working capital needs and the strong growth in demand expected in the years ahead. At December 31, 1997, shareholders' equity was $119.6 million; total capital was $157.3 million; long-term debt as a percent of total capital was 24%; and the current ratio was 3.2:1. OUTLOOK "At the present time, we continue to expect that growing demand for Elk's patented Prestique premium laminated fiberglass asphalt shingles and for our industrial products and services should substantially boost fiscal 1998 sales and earnings. We also expect that fiscal year earnings gains will continue to reflect greater growth in our seasonally stronger first and fourth fiscal quarters. Looking ahead to the longer term, we have made and are continuing to make the investments 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," Work 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 \more 4 PRESS RELEASE Elcor Corporation January 20, 1998 Add Three 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 Form 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 January 20, 1998 Add Four CONDENSED RESULTS OF OPERATIONS (Unaudited, $ in thousands)
Second Quarter Trailing Three Months Ended Six Months Ended Twelve Months Ended December 31, December 31, December 31, 1997 1996 1997 1996 1997 1996 -------- -------- -------- -------- -------- -------- SALES $ 60,965 $ 50,636 $134,481 $115,172 $250,065 $217,744 -------- -------- -------- -------- -------- -------- COSTS AND EXPENSES: Cost of Sales 47,301 39,242 102,702 89,766 191,165 169,025 Selling, general and administrative 8,384 7,680 17,189 15,577 32,366 30,593 Reduction in value of assets 0 0 0 0 0 1,037 Interest expense, net 614 52 1,373 213 2,296 352 -------- -------- -------- -------- -------- -------- Total Costs and Expenses 56,299 46,974 121,264 105,556 225,827 201,007 -------- -------- -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 4,666 3,662 13,217 9,616 24,238 16,737 Provision for income taxes 1,718 1,353 4,875 3,539 8,971 6,163 -------- -------- -------- -------- -------- -------- NET INCOME $ 2,948 $ 2,309 $ 8,342 $ 6,077 $ 15,267 $ 10,574 ======== ======== ======== ======== ======== ======== NET INCOME PER SHARE Basic $ 0.22 $ 0.18 $ 0.63 $ 0.46 $ 1.16 $ 0.80 ======== ======== ======== ======== ======== ======== Diluted $ 0.22 $ 0.17 $ 0.62 $ 0.46 $ 1.14 $ 0.80 ======== ======== ======== ======== ======== ======== AVERAGE COMMON SHARES OUTSTANDING Basic 13,231 13,170 13,217 13,154 13,207 13,151 ======== ======== ======== ======== ======== ======== Diluted 13,523 13,265 13,484 13,227 13,434 13,268 ======== ======== ======== ======== ======== ========
6 PRESS RELEASE Elcor Corporation Quarterly Results January 20, 1998 Add Five CONDENSED BALANCE SHEET (Unaudited, $ in thousands)
December 31, ASSETS 1997 1996 - ------ -------- -------- Cash and cash equivalents $ 4,450 $ 2,917 Receivables, net 34,757 29,207 Inventories 29,419 21,445 Deferred income taxes 2,342 2,647 Prepaid expenses and other 3,173 2,483 -------- -------- Total Current Assets 74,141 58,699 Property, plant and equipment, net 117,860 118,147 Other assets 3,221 4,297 -------- -------- Total Assets $195,222 $181,143 ======== ========
December 31, LIABILITIES AND SHAREHOLDERS' EQUITY 1997 1996 - ------------------------------------ -------- -------- Accounts payable & accrued liabilities $ 23,461 $ 24,681 Current maturities on long-term debt 0 0 -------- -------- Total Current Liabilities 23,461 24,681 Long-term debt 37,700 39,000 Deferred income taxes 14,508 10,009 Shareholders' equity 119,553 107,453 -------- -------- Total Liabilities and Shareholders' Equity $195,222 $181,143 ======== ========
7 PRESS RELEASE Elcor Corporation January 20, 1998 Add Six Condensed Statement of Cash Flows (Unaudited, $ in thousands)
For the Six Months Ended December 31, 1997 1996 -------- -------- CASH FLOWS FROM: OPERATING ACTIVITIES Net income $ 8,342 $ 6,077 Adjustments to net income Depreciation and amortization 5,370 3,872 Deferred income taxes 1,096 1,760 Changes in assets and liabilities: Trade receivables 8,421 13,275 Inventories 4,008 5,303 Prepaid expenses and other 399 (527) Accounts payable and accrued liabilities (4,825) (3,913) -------- -------- Net cash from operations 22,811 25,847 -------- -------- INVESTING ACTIVITIES Additions to property, plant & equipment (5,748) (11,794) Other 254 (57) -------- -------- Net cash from investing activities (5,494) (11,851) -------- -------- FINANCING ACTIVITIES Long-term borrowings (14,900) (14,000) Dividends on common stock (1,587) (1,230) Treasury stock transactions and other, net 19 407 -------- -------- Net cash from financing activities (16,468) (14,823) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 849 (827) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,601 3,744 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,450 $ 2,917 ======== ========
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