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SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) August 19, 1997
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ELCOR CORPORATION
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(Exact name of Registrant as specified in its charter)
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DELAWARE 1-5341 75-1217920
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(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
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (972)851-0500
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On August 19, 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 a $100 million
expansion program which included a roofing plant in Shafter,
California and the construction of a plant at the Company's
Ennis, Texas facility to manufacture nonwoven fiberglass
roofing mat and industrial facer products for the
construction industry. As new facilities, their 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
either of these new plants 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
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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, 1996 for further information about risks and uncertainties.
3
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Item 7. Exhibits
99.1 Press release dated August 19, 1997 of Elcor
Corporation.
4
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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: August 19, 1997 /s/ Richard J. Rosebery
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Richard J. Rosebery
Executive Vice President,
Chief Administrative & Financial
Officer, and Treasurer
/s/ Leonard R. Harral
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Leonard R. Harral
Vice President and Chief
Accounting Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Press release dated August 19, 1997 of Elcor Corporation.
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FOR FURTHER INFORMATION: TRADED: NYSE
SYMBOL: ELK
Richard J. Rosebery, Executive Vice President
and Chief Financial Officer
(214) 851-0500
PRESS RELEASE
FOR IMMEDIATE RELEASE
ELCOR REPORTS SHARPLY HIGHER SALES AND EARNINGS FOR ITS
FOURTH QUARTER AND FISCAL 1997;
EXPECTS CONTINUING STRONG GROWTH IN FISCAL 1998
DALLAS, TEXAS, August 19,1997 . . . . Elcor Corporation today reported sharply
higher sales and earnings for the fourth quarter and fiscal year ending June
30, 1997. Fourth quarter earnings rose 98% on an 11% gain in sales, while
fiscal year earnings rose 26% on a 17% gain in sales from the same periods in
fiscal 1996.
Roy E. Campbell, Chairman, President and Chief Executive Officer, said,
"Sharply higher fourth quarter and fiscal year results benefited from record
fourth quarter shipments of Elk Prestique(R) premium laminated fiberglass
asphalt shingles and accessory products and our Industrial Products segment's
strong turnaround performance. Growing demand for Elk Prestique products,
increased sales of nonwoven fiberglass roofing mat from our new Ennis, Texas
facility, and the dramatic recovery by our Industrial Products businesses
should contribute to strong growth in fiscal 1998."
OPERATING RESULTS
For the fourth quarter ending June 30, 1997, sales rose 11% to $58,464,000 from
$52,524,000 last year. Net income nearly doubled to $4,313,000, or $.48 per
share, from $2,176,000, or $.25 per share, in the year-ago quarter when a
$679,000 after-tax FAS 121 provision reduced earnings per share by $.08. Both
the Roofing Products and the Industrial Products segments contributed to the
sharply improved fourth quarter results.
For the fiscal year ending June 30, 1997, sales rose 17% to $230,756,000 from
$196,462,000 in fiscal 1996. Net income rose 26% to $13,002,000, or $1.47 per
share, from $10,284,000, or $1.16 per share, last year.
/more
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PRESS RELEASE
Elcor Corporation Quarterly Results
August 19, 1997
Add One
FINANCIAL POSITION
During fiscal 1997, strong cash flows from operations funded an $8.9 million
expansion in working capital, $15.9 million of net investments, an increased
dividend and a small reduction in debt. At June 30, 1997, the company had $52.6
million in long-term debt, $112.8 million of shareholders' equity, and $165.4
million of total capital. Long-term debt as a percent of total capital declined
to 32% from 34%, and the current ratio improved to 3.1:1 from 2.7:1 last year.
OUTLOOK
Mr. Campbell said, "Since fiscal 1995, we have brought into production two
major new roofing manufacturing facilities, investing over $100 million to
provide the capability to substantially increase sales and earnings in the
years ahead. In addition, other significant investments to lower production
costs, increase productivity, improve quality, and to develop and introduce new
products and services providing superior value will continue as we approach
year 2000. We plan to grow with our markets and price our products at a
premium, consistent with the superior value our products provide versus the
competition.
"Presently, growing demand for our patented Enhanced High Definition and Raised
Profile Prestique premium laminated fiberglass asphalt shingles and for our
industrial products should substantially boost fiscal 1998 sales and earnings.
We expect fiscal year earnings gains to be characterized by greater growth in
our seasonally stronger first and fourth 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 over the
next several years," Campbell 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 8-K dated August 19, 1997.
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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
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PRESS RELEASE
Elcor Corporation Quarterly Results
August 19, 1997
Add Two
CONDENSED RESULTS OF OPERATIONS
in thousands)
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Unaudited Audited
Three Months Ended Fiscal Year Ended
June 30, June 30,
1997 1996 1997 1996
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SALES $ 58,464 $ 52,524 $ 230,756 $ 196,462
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COSTS AND EXPENSES:
Cost of sales 43,116 40,384 178,229 149,080
Selling, general & administrative 7,624 7,704 30,969 29,121
Reduction in value of assets 0 1,037 0 1,595
Interest expense 866 283 1,136 394
Other income (33) (205) (215) (211)
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Total Costs and Expenses 51,573 49,203 210,119 179,979
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INCOME BEFORE INCOME TAXES 6,891 3,321 20,637 16,483
Provision for income taxes 2,578 1,145 7,635 6,199
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NET INCOME $ 4,313 $ 2,176 $ 13,002 $ 10,284
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NET INCOME PER SHARE $ 0.48 $ 0.25 $ 1.47 $ 1.16
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AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 8,939 8,871 8,871 8,857
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PRESS RELEASE
Elcor Corporation Quarterly Results
August 19, 1997
Add Three
CONDENSED BALANCE SHEET
(Audited, $ in thousands)
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June 30,
ASSETS 1997 1996
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Cash and cash equivalents $ 3,601 $ 3,744
Receivables, net 43,178 42,482
Inventories 33,427 26,748
Deferred income taxes 2,508 2,734
Prepaid expenses and other 3,572 1,956
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Total Current Assets 86,286 77,664
Property, plant and equipment, net 117,467 110,207
Other assets 3,490 4,257
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Total Assets $207,243 $192,128
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June 30,
LIABILITIES AND SHAREHOLDERS' EQUITY 1997 1996
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Accounts payable & accrued liabilities $ 28,285 $ 28,594
Current maturities on long-term debt 0 0
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Total Current Liabilities 28,285 28,594
Long-term debt, net 52,600 53,000
Deferred income taxes 13,578 8,336
Shareholders' equity 112,780 102,198
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Total Liabilities and Shareholders' Equity $207,243 $192,128
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PRESS RELEASE
Elcor Corporation Quarterly Results
August 19, 1997
Add Four
CONDENSED STATEMENT OF CASH FLOWS
(Audited, $ in thousands)
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For the Year Ended
June 30,
1997 1996
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Cash Flows From:
Operating Activities
Net income $ 13,002 $ 10,284
Adjustments to net income
Depreciation and amortization 8,664 4,689
Reduction in value of assets 0 1,595
Deferred income taxes 5,468 4,018
Changes in assets and liabilities:
Trade receivables (696) (9,572)
Inventories (6,679) (15,047)
Prepaid expenses and other (1,616) 975
Accounts payable and accrued liabilities (309) 6,697
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Net cash from operating activities 17,834 3,639
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Cash provided by discontinued operations 848 4,233
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Investing Activities
Additions to property, plant & equipment (15,896) (40,669)
Other, net (109) (88)
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Net cash from investing activities (16,005) (40,757)
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Financing Activities
Long-term borrowings (repayments) (400) 34,600
Dividends on common stock (2,462) (2,101)
Treasury stock transactions and other, net 42 399
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Net cash from financing activities (2,820) 32,898
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Net Increase(Decrease) in Cash and Cash Equivalents (143) 13
Cash and Cash Equivalents at Beginning of Year 3,744 3,731
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Cash and Cash Equivalents at End of Year $ 3,601 $ 3,744
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