ELCOR CORP
8-K, 2000-04-20
ASPHALT PAVING & ROOFING MATERIALS
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<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) April 20, 2000
                                                          --------------

                                ELCOR CORPORATION
                                -----------------
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                          <C>                                          <C>
            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
                                                                           -------------
</TABLE>


                                 NOT APPLICABLE
                                 --------------
          (Former name or former address, if changed since last report)




<PAGE>   2

Item 5. Other Events

GAF Patent Litigation

On March 8, 2000, the district court in Elk's design patent case denied GAF's
motion for attorneys fees.

Trial on Elk's trade dress claim in the design case, including GAF's
counterclaims, is unscheduled but pending. Also pending is GAF's motion for
attorneys fees in the utility patent case which was recently dismissed by
stipulation of the parties.

While management can give no assurances regarding the ultimate outcome of the
remaining litigation, even if the outcome were to be adverse to Elk, it is not
expected to have a material adverse effect on the Registrant's financial
position or liquidity.

Wedgewood Knolls Litigation

On February 25, 2000, Wedgewood Knolls Condominium Association filed a purported
class action against the Registrant and Elk Corporation in the United States
District Court in Newark, New Jersey. The purported nationwide class would
include purchasers or current owners of buildings with certain Elk asphalt
shingles installed between January 1, 1980 and present. The suit alleges, among
other things, that the shingles were uniformly defective. It seeks reformation
of the limited warranty applicable to the shingles, and unspecified damages for
breach of implied and written warranties and alleged unfair or deceptive trade
practices on behalf of the plaintiff and the purported class.

The Registrant and Elk intend to vigorously defend the suit, and believe the
claims and the purported class are totally without merit.

Press Release

On April 19, 2000, 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.

The above press release contains "forward-looking statements" about its
prospects for the future, and from time to time the company may make others.
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 substantially
                  non-cyclical, but can be affected by weather, 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



                                       1
<PAGE>   3

                  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 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 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/or transportation costs from price increases
                  of its products, operating results could be adversely affected
                  and/or lower than projected.

         3.       The company expects to make up to $137 million in new
                  investments to expand capacity and improve productivity at
                  existing plants and to build new plants over a three-year
                  period beginning in fiscal 2000. Progress in achieving
                  anticipated operating efficiencies and financial results is
                  difficult to predict for new plant facilities. If such
                  progress is slower than anticipated, if substantial cost
                  overruns occur in building new plants, or if demand for
                  products produced at 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.

         5.       The company's litigation, including its trade dress litigation
                  against GAF Building Materials Corporation and certain
                  affiliates, and its defense of the purported class action
                  brought by Wedgewood Knolls Condominium Association, 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, significant increases in interest
                  rates could substantially affect its borrowing costs under its
                  existing loan facility, or its cost of alternative sources of
                  capital.

         7.       Each of the company's businesses, especially Cybershield's
                  digital wireless cellular phone business, is subject to the
                  risks of technological changes that could affect the demand
                  for or the relative cost of the company's products and
                  services, or the method and profitability of the method of
                  distribution or delivery of such


                                       2
<PAGE>   4

                  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.

         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, 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.

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, 1999, for further information about risks and uncertainties.

Item 7. Exhibits

27       Financial Data Schedule (EDGAR submission only).

99.1     Press release dated April 19, 2000 of Elcor Corporation.



                                       3
<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:         April 20, 2000                  /s/ Richard J. Rosebery
     ----------------------------             -----------------------
                                              Richard J. Rosebery
                                              Vice Chairman, Chief Financial and
                                              Administrative Officer


                                              /s/ Leonard R. Harral
                                              ---------------------
                                              Leonard R. Harral
                                              Vice President and Chief
                                              Accounting Officer







                                       4





<PAGE>   6


                               INDEX TO EXHIBITS








<TABLE>
<CAPTION>
Exhibit
Number                            Description
- ------                            -----------
<S>      <C>
27       Financial Data Schedule.

99.1     Press release dated April 19, 2000 of Elcor Corporation.
</TABLE>




<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-2000
<PERIOD-START>                             JUL-01-1999
<PERIOD-END>                               MAR-31-2000
<CASH>                                           4,852
<SECURITIES>                                         0
<RECEIVABLES>                                   79,611
<ALLOWANCES>                                       964
<INVENTORY>                                     34,987
<CURRENT-ASSETS>                               123,793
<PP&E>                                         262,520
<DEPRECIATION>                                  84,892
<TOTAL-ASSETS>                                 304,072
<CURRENT-LIABILITIES>                           37,154
<BONDS>                                         88,700
                                0
                                          0
<COMMON>                                        19,988
<OTHER-SE>                                     138,588
<TOTAL-LIABILITY-AND-EQUITY>                   304,072
<SALES>                                        267,973
<TOTAL-REVENUES>                               267,973
<CGS>                                          201,023
<TOTAL-COSTS>                                  230,375
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 760
<INCOME-PRETAX>                                 38,130
<INCOME-TAX>                                    14,439
<INCOME-CONTINUING>                             23,691
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    23,691
<EPS-BASIC>                                       1.21
<EPS-DILUTED>                                     1.18


</TABLE>

<PAGE>   1
                                                  [ELCOR CORPORATION LETTERHEAD]




FOR FURTHER INFORMATION:                                           TRADED: NYSE
                                                                   SYMBOL: ELK
Richard J. Rosebery, Vice Chairman,
Chief Financial and Administrative Officer
(972) 851-0510

PRESS RELEASE
FOR IMMEDIATE RELEASE


       ELCOR REPORTS FISCAL 2000 THIRD QUARTER RECORD SALES AND EARNINGS;
                     ANNOUNCES NEW ORDERS FOR CYBERSHIELD;
        EXPECTS OVERALL CONTINUED STRONG GROWTH IN FISCAL 2000 AND BEYOND

DALLAS, TEXAS, April 19, 2000 .... Elcor Corporation announced today that net
income rose 21% on a 28% gain in sales for its third quarter ending March 31,
2000, compared to the year-ago quarter. Both sales and net income were third
quarter records.

Harold K. Work, Elcor's Chairman, President and Chief Executive Officer, said,
"Higher third quarter results benefited from record third quarter shipments of
our Elk roofing products and record third quarter sales of our Cybershield(TM)
products for digital wireless cellular phones. Growing demand for both product
lines is expected to drive strong sales and earnings growth in fiscal 2000 and
beyond."

OPERATING RESULTS

For the third quarter ending March 31, 2000, net income rose 21% to $6,211,000,
or $.31 per fully diluted share, from $5,115,000, or $.26 per fully diluted
share, in the year-ago quarter. Sales rose 28% to $90,448,000 from $70,735,000
in the same quarter last year.

For the nine months ending March 31, 2000, income before a change in accounting
principle rose 37% to $23,691,000, or $1.18 per fully diluted share, from
$17,319,000, or $.87 per fully diluted share, in the year-ago first nine months.
Sales increased 18% to $267,973,000 from $227,802,000 in the same period last
year.

Fiscal 2000 third quarter operating results included $1,700,000, or $.05 per
fully diluted share, of income related to the final settlement of the company's
business interruption insurance claim, which was offset by about $1,650,000, or
$.05 per fully diluted share, of nonrecurring expenses associated with the
previously announced relocation and consolidation of Chromium Corporation's
manufacturing operations from Lufkin, Texas into its Cleveland, Ohio plant. This
year's third quarter results also included a $403,000, or $.01 per fully diluted
share, nonrecurring gain from involuntary conversion as a result of insurance
proceeds exceeding the book value of damaged equipment replaced.


<PAGE>   2

PRESS RELEASE
Elcor Corporation Quarterly Results
April 19, 2000
Page 2


ROOFING PRODUCTS SEGMENT ACHIEVED RECORD SALES AND OPERATING PROFITS

Elcor's Roofing Products segment achieved record sales and operating profits for
any third quarter in its history as a result of continuing strong demand for its
Elk Prestique(R) premium laminated fiberglass asphalt shingles and nonwoven
fiberglass mats. Sales for the third quarter increased 33% to $80,479,000 from
$60,335,000 in the year-ago quarter, and operating profits rose 35% to
$12,621,000 from $9,365,000 in the same quarter last year.

During the third quarter of fiscal 2000, asphalt costs were up about 36%, or
$3,100,000 year-over-year, and glass fiber costs were up about 6%, or $600,000
year-over-year, which reduced after-tax earnings by about $.11 per fully diluted
share, as compared to the year-ago quarter. Elk was not able to recover these
higher costs through higher prices during the third quarter; however, it has
implemented a 4% to 5% increase in its laminated shingle prices, effective March
27, 2000, and has announced a further 5% to 6% price increase, effective May 1,
2000, which should largely offset the presently expected higher costs for these
raw materials during the June quarter.

CONSTRUCTION OF NEW LAMINATED SHINGLE PLANT CONTINUES ON SCHEDULE

Mr. Work said, "Construction of Elk's new $70 million Myerstown, Pennsylvania,
premium laminated fiberglass asphalt shingle plant is progressing on plan. Most
of the major manufacturing equipment is being installed at the new plant site,
and manufacturing operations should be underway by the December quarter of
calendar year 2000. The new plant should meet the rapidly growing demand for
Elk's laminated shingles in the nation's Eastern and North Central markets in
the second half of fiscal year ending June 30, 2001. The Myerstown plant will
increase our overall laminated shingle capacity by about 38%, enabling Elk to
keep up with the rapid growth in demand," he said.

INDUSTRIAL PRODUCTS SEGMENT RESULTS ADVERSELY AFFECTED BY CHROMIUM CORPORATION
RELOCATION IN THIRD QUARTER

Industrial Products sales of $9,928,000 were 4% lower than $10,356,000 in the
third quarter last year. This segment had an operating loss of $1,361,000
compared to operating profits of $961,000 in the same quarter last year,
primarily as a result of nonrecurring costs related to the relocation and
consolidation of its Chromium Corporation operations to the Cleveland, Ohio
facility. The consolidation of Chromium's manufacturing facilities should reduce
operating expenses by about $1,000,000 per year. Cybershield's sales rose 9% in
the third quarter; however, its operating profits were below record year-ago
levels, as a result of a temporary slowdown in production of digital wireless
cellular phones during the first two months of the quarter to make engineering
changes in production systems and equipment. Cybershield production volumes
picked up significantly in March and are expected to be at record levels during
the fourth quarter. Ortloff Engineers, the third component within the Industrial
Products segment, had a small operating loss on slightly higher sales as no
patent license fees were booked during the third quarter.

                                                                           /more


<PAGE>   3

PRESS RELEASE
Elcor Corporation Quarterly Results
April 19, 2000
Page 3


CYBERSHIELD ANNOUNCES RECEIPT OF NEW ORDERS

Cybershield received its first orders from the third largest manufacturer of
digital wireless phones in the United States for shielding a new
state-of-the-art data-capable digital wireless cellular phone. Cybershield also
received orders for shielding two additional digital wireless cellular phone
models from Ericsson. In addition, Cybershield received new orders from
Newbridge Networks Corporation, a subsidiary of Alcatel, for shielding
networking equipment; received additional orders from Nortel for telecom
infrastructure equipment; and received additional orders from a leading
manufacturer of bar code readers.

Richard J. Rosebery, Vice Chairman of Elcor and Chairman of Cybershield, said,
"With the strong pickup in orders, we continue to believe that Cybershield
should have opportunities to about double year-over-year operating profits in
each of the fiscal years ending June 30, 2000 and 2001. This strong growth is a
result of rapidly accelerating demand for digital wireless handsets, plus a
significant increase in the number of value-added products and services provided
by Cybershield, the Western Hemisphere's leading supplier of advanced shielding
products and related services for the digital wireless cellular phone industry.
Cybershield's important telecommunications customers include Nokia, Ericsson,
Motorola, Kyocera, Lucent Technologies, AT&T, Nortel, Alcatel and Denso.
Cybershield has earned a leadership position in the high-growth/high-tech
digital wireless cellular phone market by consistently supplying superior
quality products, making deliveries on time and quickly responding to customers'
needs with innovative technical solutions that frequently enhance performance of
their products.

"In fiscal 1999, Cybershield supplied shielding products for over 20 million
digital wireless cellular phones, and expects that demand could more than double
in fiscal 2000. Its shielding products reduce the emission of electromagnetic
and radio frequency interference given off by microchips and electronic
components to levels below those required by the FCC. Rapidly expanding
technology is driving strong demand for Cybershield products because they
provide superior shielding effectiveness at the higher frequencies used in
digital wireless communications as well as the higher frequencies used to
achieve faster microchip speeds. In order to keep pace with rapidly growing
demand, Cybershield has expanded its Lufkin, Texas production facilities three
times in the last three years and is currently doubling the size of its Canton,
Georgia facility. Both of these facilities employ sophisticated robotic
production equipment to shield millions of digital wireless cellular phones per
month," he concluded.

FINANCIAL POSITION STRONG

During the first nine months ending March 31, 2000, strong cash flows from
operations of $24.3 million, along with $23.3 million of net cash from financing
activities and $2.3 million of insurance proceeds from involuntary conversion,
funded $49.8 million of additions to property, plant and equipment. At March 31,
2000, the company had $88.7 million of total debt, $158.6 million

                                                                           /more


<PAGE>   4

PRESS RELEASE
Elcor Corporation Quarterly Results
April 19, 2000
Page 4

of shareholders equity, and $247.3 million of total capital. With the
construction of Elk's new Myerstown, Pennsylvania premium laminated shingle
plant well under way, total debt as a percent of total capital rose to 36% from
31% last year, and represents only 1.5 times last twelve months EBITDA (earnings
before interest, taxes, depreciation and amortization).

OUTLOOK

Mr. Work said, "Presently, we look for growing demand for our Enhanced High
Definition(R) and Raised Profile(TM) Elk Prestique premium laminated fiberglass
asphalt shingles and for our Cybershield wireless digital cellular phone
products to substantially boost fiscal 2000 sales and earnings. Once again, we
expect these gains to be characterized by higher sales and earnings in our
seasonally stronger June and September quarters. Looking ahead to the longer
term, we believe that the investments we have made, and are continuing to make,
provide Elcor with the potential to achieve high growth rates in both sales and
earnings in the years ahead."

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. 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 "outlook," "believe," "estimate," "potential," "project," "expect,"
"anticipate," "plan," "predict," "could," "should," "may," or similar words that
convey the uncertainty of future events or outcomes. These statements are based
on judgments the company believes are reasonable; however, 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, 1999, and its subsequent Forms 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 currently are located in Tuscaloosa,
Alabama; Shafter, California; Dallas and Ennis, Texas; and a new facility is
under construction in Myerstown, Pennsylvania. Its industrial products
facilities are located in Canton, Georgia; Cleveland, Ohio; Dallas, Lufkin, and
Midland, Texas.


                                                                           /more


<PAGE>   5
PRESS RELEASE
Elcor Corporation Quarterly Results
April 19, 2000
Page 5

CONDENSED RESULTS OF OPERATIONS
(Unaudited, & in thousands)

<TABLE>
<CAPTION>
                                                  Third Quarter                                      Trailing
                                                Three Months Ended      Nine Months Ended        Twelve Months Ended
                                                    March 31,              March 31,                 March 31,
                                               2000        1999(a)      2000        1999(a)       2000        1999(a)
                                            ----------   ----------  ----------   ----------   ----------   ----------
<S>                                         <C>          <C>         <C>          <C>          <C>          <C>

SALES                                       $   90,448   $   70,735  $  267,973   $  227,802   $  358,045   $  302,274
                                            ----------   ----------  ----------   ----------   ----------   ----------
COSTS AND EXPENSES:
         Cost of sales                          70,607       53,132     201,023      169,506      268,187      224,206
         Selling, general & administrative      10,002        8,898      29,352       28,982       40,069       38,052
         Interest expense, net                     239          464         760        1,468        1,267        2,158
         Gain from involuntary conversion         (403)           0      (1,292)           0       (1,292)           0
                                            ----------   ----------  ----------   ----------   ----------   ----------

Total Costs and Expenses                        80,445       62,494     229,843      199,956      308,231      264,416
                                            ----------   ----------  ----------   ----------   ----------   ----------

INCOME BEFORE INCOME TAXES                      10,003        8,241      38,130       27,846       49,814       37,858
Provision for income taxes                       3,792        3,126      14,439       10,527       18,159       13,926
                                            ----------   ----------  ----------   ----------   ----------   ----------
INCOME BEFORE CHANGE IN
     ACCOUNTING PRINCIPLE                        6,211        5,115      23,691       17,319       31,655       23,932
Cumulative effect of change in
     accounting principle (b)                        0            0           0       (4,340)           0       (4,340)
                                            ----------   ----------  ----------   ----------   ----------   ----------
NET INCOME                                  $    6,211   $    5,115  $   23,691   $   12,979   $   31,655   $   19,592
                                            ==========   ==========  ==========   ==========   ==========   ==========
INCOME PER COMMON SHARE-BASIC:
     Before change in accounting principle  $     0.32   $     0.26  $     1.21   $     0.89   $     1.62   $     1.22
     Cumulative effect of change in
         accounting principle                     0.00         0.00        0.00        (0.22)        0.00        (0.22)
                                            ----------   ----------  ----------   ----------   ----------   ----------
     Net Income Per Share-Basic             $     0.32   $     0.26  $     1.21   $     0.67   $     1.62   $     1.00
                                            ==========   ==========  ==========   ==========   ==========   ==========
INCOME PER COMMON SHARE-DILUTED:
     Before change in accounting principle  $     0.31   $     0.26  $     1.18   $     0.87   $     1.58   $     1.19
     Cumulative effect of change in
         accounting principle                     0.00         0.00        0.00        (0.22)        0.00        (0.22)
                                            ----------   ----------  ----------   ----------   ----------   ----------
     Net Income Per Share-Diluted           $     0.31   $     0.26  $     1.18   $     0.65   $     1.58   $     0.97
                                            ==========   ==========  ==========   ==========   ==========   ==========
AVERAGE COMMON SHARE OUTSTANDING
     Basic                                      19,603       19,494      19,565       19,557       19,552       19,649
                                            ==========   ==========  ==========   ==========   ==========   ==========
     Diluted                                    20,202       19,953      20,085       19,941       20,073       20,039
                                            ==========   ==========  ==========   ==========   ==========   ==========
</TABLE>



(a) Adjusted for a three-for-two stock split paid in August 1999.
(b) Represents cumulative effect of applying AICPA AcSec Statement of Position
    98-5, "Reporting on the Costs of Start-Up Activities."
<PAGE>   6

PRESS RELEASE
Elcor Corporation Quarterly Results
April 19, 2000
Page 6

CONDENSED BALANCE SHEET
(Unaudited, $ in thousands)


<TABLE>
<CAPTION>
                                                         March 31,
ASSETS                                              2000           1999
- ------                                           ----------     ----------

<S>                                              <C>            <C>
Cash and cash equivalents                        $    4,852     $    1,444
Receivables, net                                     78,647         60,547
Inventories                                          34,987         30,500
Deferred income taxes                                 2,371            847
Prepaid expenses and other                            2,936          8,931
                                                 ----------     ----------

     Total Current Assets                           123,793        102,269

Property, plant and equipment, net                  177,628        131,781
Other assets                                          2,651          2,082
                                                 ----------     ----------

     Total Assets                                $  304,072     $  236,132
                                                 ==========     ==========
</TABLE>


<TABLE>
<CAPTION>
                                                         March 31,
LIABILITIES AND SHAREHOLDERS' EQUITY                2000           1999
- ------------------------------------             ----------     ----------
<S>                                              <C>            <C>

Accounts payable and accrued liabilities         $   37,154     $   31,899
Current maturities on long-term debt                      0              0
                                                 ----------     ----------

     Total Current Liabilities                       37,154         31,899

Long-term debt, net                                  88,700         57,500
Deferred income taxes                                19,642         16,498
Shareholders' equity                                158,576        130,235
                                                 ----------     ----------

     Total Liabilities and Shareholders' Equity  $  304,072     $  236,132
                                                 ==========     ==========
</TABLE>
<PAGE>   7
PRESS RELEASE
Elcor Corporation Quarterly Results
April 19, 2000
Page 7

CONDENSED STATEMENT OF CASH FLOWS
(Unaudited, $ in thousands)


<TABLE>
<CAPTION>
                                                       For the Nine Months Ended
                                                               March 31,
                                                         2000             1999
                                                       --------         --------
<S>                                                    <C>              <C>
CASH FLOWS FROM:
OPERATING ACTIVITIES
Net income                                             $ 23,691         $ 12,979
Adjustments to net income
  Depreciation and amortization                           7,930            6,825
  Deferred income taxes                                   1,335            4,340
  Gain from involuntary conversion                       (1,292)               0
  Cumulative effect of accounting change                      0            4,340
  Changes in assets and liabilities
    Trade receivables                                    (5,781)          (3,101)
    Inventories                                          (9,217)          (1,355)
    Prepaid expenses and other                            4,398           (7,131)
    Accounts payable and accrued liabilities              3,270            3,157
                                                       --------         --------

Net cash from operations                                 24,334           20,054
                                                       --------         --------

INVESTING ACTIVITIES
  Additions to property, plant & equipment              (49,816)         (22,236)
  Acquisitions of business, net of cash                       0           (5,298)
  Insurance proceeds from involuntary conversion          2,310            3,187
  Other                                                     504             (304)
                                                       --------         --------

Net cash from investing activities                      (47,002)         (24,651)
                                                       --------         --------

FINANCING ACTIVITIES
  Long-term borrowings, net                              25,700            9,500
  Dividends on common stock                              (2,936)          (2,729)
  Treasury stock transactions and other, net                570           (5,970)
                                                       --------         --------

Net cash from financing activities                       23,334              801
                                                       --------         --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS        666           (3,796)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR            4,186            5,240
                                                       --------         --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD             $  4,852         $  1,444
                                                       ========         ========
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