<PAGE> 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 15, 1997
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)
<PAGE> 2
Item 5. Other Events
On October 15, 1997, 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
<PAGE> 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.
3
<PAGE> 4
Item 7. Exhibits
99.1 Press release dated October 15, 1997 of Elcor Corporation.
4
<PAGE> 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 15, 1997 /s/ Richard J. Rosebery
------------------------------ ---------------------------------------
Richard J. Rosebery
Vice Chairman, Chief Financial &
Administrative Officer, and Treasurer
/s/ Leonard R. Harral
---------------------------------------
Leonard R. Harral
Vice President and Chief
Accounting Officer
5
<PAGE> 6
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
99.1 Press release dated October 15, 1997 of Elcor Corporation.
<PAGE> 1
EXHIBIT 99.1
FOR FURTHER INFORMATION: TRADED: NYSE
SYMBOL: ELK
Richard J. Rosebery, Vice Chairman,
Chief Financial and Administrative Officer.
and Treasurer
(972) 851-0500
PRESS RELEASE
FOR IMMEDIATE RELEASE
ELCOR REPORTS HIGHER FISCAL 1998
FIRST QUARTER SALES AND EARNINGS
DALLAS, TEXAS, October 15, 1997 . . . . Elcor Corporation announced today that
earnings for the first quarter ending September 30, 1997 rose 43% to
$5,394,000, or $.60 per share, from $3,768,000, or $.43 per share, in the
year-ago quarter. Sales increased 14% to $73.5 million from $64.5 million last
year. The company's two principal business sectors, Roofing Products and
Industrial Products, both contributed to the improved operating results.
Harold K. Work, Chairman and Chief Executive Officer, said, "The Roofing
Products sector saw growing demand for our Elk subsidiary's patented Enhanced
High Definition(R) and Raised Profile(TM) Prestique(R) premium laminated
fiberglass asphalt shingles, which resulted in a record level of shipments for
these products. In addition, Elk's new Shafter, California premium laminated
fiberglass asphalt shingle plant continues to make excellent progress in
improving its performance and profitability. Homeowners' concerns in California
that severe El Nino conditions could cause rain damage from leaky roofs sparked
a strong increase in demand for our Prestique laminated shingles in the
September quarter. Elk's new nonwoven fiberglass roofing mat plant at Ennis,
Texas also contributed to the improved first quarter results."
<PAGE> 2
Work also reported, "The company's Industrial Products segment achieved sharply
higher sales and operating profits in this year's September quarter, continuing
the strong turnaround which began in the June quarter of fiscal 1997. Sales
were almost double the year-ago level, sparked by strong demand for Chromium
Corporation's Compushield(R) Conductive Coatings used in the telecommunications
and electronic equipment industries. In addition, a surge in demand for
remanufactured diesel engine components used in the transportation industry,
and increased use of Ortloff Engineers' technology licensing and consulting
services for the natural gas processing industry also contributed to the
improved results," he said.
FINANCIAL POSITION
Elcor continues to maintain a strong financial position. During the first
quarter, net cash flows from operating activities of $9.2 million covered the
$1.8 million spent in investing activities and permitted a $7.1 million
reduction in long-term debt. Long-term debt was down 12% to $45.5 million from
$51.9 million in the year-ago quarter and down 13% from $52.6 million at June
30, 1997. At September 30, 1997, shareholders' equity was $117.5 million; total
capital was $163.0 million; and long-term debt as a percent of total capital
was 28%, down from 33% for the same quarter last year.
OUTLOOK
"At the present time, we 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 expect fiscal year earnings gains to 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
<PAGE> 3
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 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 Form 8-K dated October 15, 1997.
- - - - - - - -
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.
<PAGE> 4
PRESS RELEASE
Elcor Corporation Quarterly Results
October 15, 1997
Add Three
CONDENSED RESULTS OF OPERATIONS
(Unaudited, $ in thousands)
<TABLE>
<CAPTION>
First Quarter Trailing
Three Months Ended Twelve Months Ended
September 30, September 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $ 73,516 $ 64,536 $239,736 $212,470
-------- -------- -------- --------
COSTS AND EXPENSES:
Cost of sales 55,401 50,524 183,106 163,748
Selling, general & administrative 8,805 7,897 31,662 30,266
Reduction in value of assets 0 0 0 1,595
Interest expense, net 759 161 1,734 319
-------- -------- -------- --------
Total Costs and Expenses 64,965 58,582 216,502 195,928
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 8,551 5,954 23,234 16,542
Provision for income taxes 3,157 2,186 8,606 6,153
-------- -------- -------- --------
NET INCOME $ 5,394 $ 3,768 $ 14,628 $ 10,389
======== ======== ======== ========
NET INCOME PER SHARE $ 0.60 $ 0.43 $ 1.64 $ 1.17
======== ======== ======== ========
AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 8,963 8,793 8,913 8,844
======== ======== ======== ========
</TABLE>
<PAGE> 5
PRESS RELEASE
Elcor Corporation Quarterly Results
October 15, 1997
Add Four
CONDENSED BALANCE SHEET
(Unaudited, $ in thousands)
<TABLE>
<CAPTION>
September 30,
1997 1996
---- ----
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 3,242 $ 2,775
Receivables, net 50,826 47,301
Inventories 27,909 19,479
Deferred income taxes 2,433 2,691
Prepaid expenses and other 1,455 946
--------- ---------
Total Current Assets 85,865 73,192
Property, plant and equipment, net 116,582 117,898
Other assets 3,512 4,289
--------- ---------
Total Assets $ 205,959 $ 195,379
========= =========
September 30,
1997 1996
---- ----
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 28,683 $ 29,144
Current maturities on long-term debt 0 0
--------- ---------
Total Current Liabilities 28,683 29,144
Long-term debt, net 45,500 51,900
Deferred income taxes 14,276 9,172
Shareholders' equity 117,500 105,163
--------- ---------
Total Liabilities and Shareholders' Equity $ 205,959 $ 195,379
========= =========
</TABLE>
<PAGE> 6
PRESS RELEASE
Elcor Corporation Quarterly Results
October 15, 1997
Add Five
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited, $ in thousands)
<TABLE>
<CAPTION>
For the Three Months Ended
September 30,
1997 1996
---- ----
<S> <C> <C>
CASH FLOW FROM:
OPERATING ACTIVITIES
Net income $ 5,394 $ 3,768
Adjustments to net income
Depreciation and amortization 2,683 1,915
Deferred income taxes 773 879
Changes in assets and liabilities:
Trade receivables (7,648) (4,819)
Inventories 5,518 7,269
Prepaid expenses and other 2,117 1,010
Accounts payable and accrued liabilities 398 550
--------- ---------
Net cash from operations 9,235 10,572
--------- ---------
INVESTING ACTIVITIES
Additions to property, plant & equipment (1,791) (9,599)
Other (29) (39)
--------- ---------
Net cash from investing activities (1,820) (9,638)
--------- ---------
FINANCING ACTIVITIES
Long-term borrowings, net (7,100) (1,100)
Dividends on common stock (794) (614)
Treasury stock transactions and other, net 120 (189)
--------- ---------
Net cash from financing activities (7,774) (1,903)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (359) (969)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,601 3,744
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,242 $ 2,775
========= =========
</TABLE>
