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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) April 16, 1997
ELCOR CORPORATION
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(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
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 April 16, 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. The Company has 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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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: April 16, 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
4
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Item 7. Exhibits
99.1 Press release dated April 16, 1997 of Elcor Corporation.
5
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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 HIGHER FISCAL 1997 THIRD QUARTER SALES AND
EARNINGS; ALSO EXPECTS HIGHER FOURTH QUARTER RESULTS
DALLAS, TEXAS, April 16, 1997. . . .Elcor Corporation announced today higher
sales and earnings for the fiscal 1997 third quarter and nine months ending
March 31, 1997, and said that it expects to report higher sales and earnings
for its seasonally stronger fourth quarter ending June 30, 1997. Sales in this
year's third quarter rose 14% to $57.1 million from $50.0 million in the
year-ago quarter. Net income, in the third quarter, increased 13% to
$2,612,000, or $.29 per share, from $2,321,000, or $.26 per share in the same
quarter last year. Average shares outstanding were 8,908,000, up from 8,875,000
shares in the year-ago quarter.
For the nine months ending March 31, 1997, sales rose 20% to $172.3 million
from $143.9 million last year. Net income increased 7% to $8,689,000, or $.98
per share, from $8,108,000, or $.92 per share for the same period last year.
Roy E. Campbell, Chairman and Chief Executive Officer, said, "Our Elk
subsidiary reported continued growth in sales of its patented Enhanced High
Definition(R) and Raised Profile(TM) Prestique(R) premium laminated fiberglass
asphalt shingles during both the third quarter and first nine months. Two other
subsidiaries, Chromium Corporation and Ortloff Engineers, also achieved sales
well above the prior year's third quarter and nine months levels.
"Sharply higher operating profits for Elcor's Industrial Products sector, during
this year's third quarter, largely offset lower operating profits in its
Roofing Products sector caused primarily by higher freight rates and raw
material costs and the costs of implementing a fourth shift operation at Elk's
Tuscaloosa, Alabama plant to increase its production capacity.
"Elk's major new laminated fiberglass asphalt shingle manufacturing plant at
Shafter, California, achieved significant improvements in operations and made a
good contribution to operating profits during the third quarter. Elk's major
new nonwoven fiberglass roofing mat plant at Ennis, Texas continued to make
significant improvements in operating effectiveness during its start-up phase,"
he said.
/more
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PRESS RELEASE
Elcor Corporation Quarterly Results
April 16, 1997
Add One
FINANCIAL POSITION
Elcor's financial position remains strong. Cash flows from operating activities
for the first nine months of $16.4 million fully covered $13.5 million of
investments in property, plant and equipment and permitted us to reduce
long-term debt by $3.1 million from $53 million at June 30, 1996 to $49.9
million at March 31, 1997. Shareholders' equity was $109.3 million; total
capital was $159.2 million; long-term debt as a percent of total capital was
31.4%; and the current ratio was 2.9:1 at March 31, 1997.
OUTLOOK
Campbell said, "We expect that continuing strong demand for Elk's patented
Enhanced High Definition and Raised Profile Prestique shingles will boost
Roofing Products shipments and sales to record levels for fiscal 1997. At
present, we also expect that increased earnings from both our Roofing Products
and Industrial Products sectors should boost fourth quarter earnings well above
last year's level and enable Elcor to achieve its prior forecast calling for
fiscal 1997 earnings per share in the range of $1.30 to $1.50 per share, up
from $1.16 per share in fiscal 1996.
"Longer term, the significant investments we have recently made to expand
capacity should enable Elcor to achieve strong growth in sales and earnings
over the next several years," he concluded.
SAFE HARBOR PROVISIONS
In accordance with the recently enacted safe harbor provisions of the
securities law regarding forward-looking statements, in addition to historical
information, 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 and the time that it takes to bring the new Shafter,
California and Ennis, Texas plants to consistently profitable operations,
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, 1996, its Forms 10-Q for the quarters ending September 30,
1996 and December 31, 1996, and its Forms 8-K dated October 16, 1996, January
16, 1997, and April 16, 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.
/more
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PRESS RELEASE
Elcor Corporation Quarterly Results
April 16,1997
Add Two
CONDENSED RESULTS OF OPERATIONS
(Unaudited, $ in thousands)
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Third Quarter Trailing
Three Months Ended Nine Months Ended Twelve Months Ended
March 31, March 31, March 31,
1997 1996 1997 1996 1997 1996
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SALES $ 57,120 $ 50,048 $172,292 $143,938 $224,816 $190,733
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COSTS AND EXPENSES:
Cost of sales 45,347 38,875 135,113 108,696 175,497 143,230
Selling, general & administrative 7,609 7,312 23,186 21,417 30,890 28,087
Reduction in value of assets 0 0 0 558 1,037 558
Interest expense, net 34 61 247 105 325 98
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Total Costs and Expenses 52,990 46,248 158,546 130,776 207,749 171,973
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INCOME BEFORE INCOME TAXES 4,130 3,800 13,746 13,162 17,067 18,760
Provision for income taxes 1,518 1,479 5,057 5,054 6,202 7,031
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NET INCOME $ 2,612 $ 2,321 $ 8,689 $ 8,108 $ 10,865 $ 11,729
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NET INCOME PER SHARE $ 0.29 $ 0.26 $ 0.98 $ 0.92 $ 1.23 $ 1.33
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AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 8,908 8,875 8,848 8,852 8,854 8,845
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PRESS RELEASE
Elcor Corporation Quarterly Results
April 16,1997
Add Three
CONDENSED BALANCE SHEET
(Unaudited, $ in thousands)
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March 31,
ASSETS 1997 1996
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Cash and cash equivalents $ 2,802 $ 2,708
Receivables, net 43,469 39,710
Inventories 24,026 22,216
Deferred income taxes 2,713 2,168
Prepaid expenses and other 3,730 2,739
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Total Current Assets 76,740 69,541
Property, plant and equipment net 117,781 105,226
Net assets of discontinued operations 2,052 7,175
Other assets 1,328 2,341
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Total Assets $197,901 $184,283
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March 31,
LIABILITIES AND SHAREHOLDER'S EQUITY 1997 1996
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Accounts payable & accrued liabilities $ 26,673 $ 25,839
Current maturities on long-term debt 0 0
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Total Current Liabilities 26,673 25,839
Long-term debt, net 49,900 50,400
Deferred income taxes 12,076 7,503
Shareholders' equity 109,252 100,541
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Total Liabilities and Shareholders' Equity $197,901 $184,283
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PRESS RELEASE
Elcor Corporation Quarterly Results
April 16,1997
Add Four
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited, $ in thousands)
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For the Nine Months Ended
March 31,
1997 1996
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CASH FLOWS FROM:
OPERATING ACTIVITIES
Net income $ 8,689 $ 8,108
Adjustments to net income
Depreciation and amortization 5,937 2,655
Reduction in value of assets 0 558
Deferred income taxes 3,761 3,751
Changes in assets and liabilities:
Trade receivables (987) (6,800)
Inventories 2,722 (10,515)
Prepaid expenses and other (1,774) 192
Accounts payable and accrued liabilities (1,921) 4,442
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Net cash from operating activities 16,427 2,391
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INVESTING ACTIVITIES
Additions to property, plant & equipment (13,490) (33,233)
Other 856 (999)
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Net cash from investing activities (12,634) (34,232)
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FINANCING ACTIVITIES
Long-term borrowings (3,100) 32,000
Dividends on common stock (1,846) (1,575)
Treasury stock transactions and other, net 211 393
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Net cash from financing activities (4,735) 30,818
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (942) (1,023)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,744 3,731
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,802 $ 2,708
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