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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR FISCAL YEAR ENDED JUNE 30, 2000 COMMISSION FILE NUMBER 1-5341
ELCOR CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 75-1217920
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14643 DALLAS PARKWAY
WELLINGTON CENTRE, SUITE 1000
DALLAS, TEXAS 75240-8871
(Address of principal executive
offices) (Zip Code)
Registrant's telephone number, including area code: (972) 851-0500
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock Par Value $1 per Share The New York Stock Exchange
Rights to Purchase Series A Preferred
Stock The New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
The aggregate market value of common stock held by nonaffiliates as of
September 5, 2000, was $265,520,290. This amount is based on the closing price
of the Registrant's Common Stock on the New York Stock Exchange on September 5,
2000. Shares of stock held by directors and officers of the Registrant as well
as shares allocated to such persons under the Employee Stock Ownership Plan of
the Registrant were not included in the above computation; however, the
Registrant has made no determination that such entities are "Affiliates" within
the meaning of Rule 405 under the Securities Act of 1933, as amended.
As of the close of business on September 5, 2000, the Registrant had
19,522,684 shares of Common Stock outstanding.
Documents incorporated by reference. Listed below are the documents, any
portion of which are incorporated by reference and the parts of this report into
which such portions are incorporated:
PROXY STATEMENT DATED SEPTEMBER 20, 2000
PART III OF FORM 10-K
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PART I
Item 1. Business
Elcor Corporation (Registrant), incorporated in 1965 as a Delaware
corporation, is a publicly held corporation headquartered in Dallas, Texas.
Shares of the Registrant's common stock are traded on the New York Stock
Exchange with the ticker symbol - ELK.
Lines of Business
Roofing Products
The Registrant, through Elk Corporation of Dallas and its subsidiaries
(Elk), is engaged in the manufacture and sale of premium laminated fiberglass
asphalt shingles and accessory roofing products. Elk also manufactures and sells
nonwoven fiberglass roofing mats for use in manufacturing asphalt roofing
products and nonwoven mats for use in other industrial applications. Elk's
premium laminated fiberglass asphalt shingle manufacturing plants are located in
Tuscaloosa, Alabama, Ennis, Texas, and Shafter, California. A fourth major
laminated shingle plant in Myerstown, Pennsylvania is currently under
construction. Limited production for this new plant is scheduled to begin in the
December quarter of calendar year 2000. The Myerstown, Pennsylvania plant, which
is housed in a 415,000 square foot building located on a 125 acre plant site, is
expected to increase Elk's total laminated shingle capacity by approximately
38%.
The major products manufactured at Elk's roofing plants are premium
laminated fiberglass asphalt shingles sold under its brand names: Prestique(R)
Plus, Prestique I, Prestique II and Capstone(R). In fiscal 1995, Elk introduced
to its Prestique lines of premium laminated fiberglass asphalt shingles the
patented Enhanced High Definition(R) and Raised Profile(TM) look. In addition,
Elk also manufactures premium fiberglass asphalt hip and ridge products:
Seal-a-Ridge(R) and Z(R) ridge brands. Other premium asphalt roofing and
accessory products are currently under development.
Elk's roofing products are sold by employee sales personnel primarily
to roofing wholesale distributors, delivery being made by contract carrier or by
customer vehicles from the manufacturing plants or warehouses. Elk's products
are distributed nationwide with Texas, California and Florida representing the
largest market areas. The roofing products segment accounted for approximately
87% of consolidated sales of the Registrant in fiscal 2000. Overall, asphalt
shingles account for about 93% of the nation's sloped roof market. Premium
laminated asphalt shingles account for approximately 40% of the residential
sloped asphalt shingle roofing market. About 83% of all asphalt shingles are
used in reroofing and remodeling and 17% are used in new construction. For the
past several years, the building materials distribution industry has
consolidated at a rapid pace with many smaller independent distributors being
acquired by emerging larger national building products distributors. One
customer, ABC Supply Co. Inc., the largest roofing wholesale distributor in the
United States, accounted for 17% of consolidated sales in fiscal 2000, 18% of
consolidated sales in fiscal 1999, and 16% of consolidated sales in fiscal 1998.
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Elk operates two nonwoven fiberglass mat lines that run in parallel at
its Ennis, Texas facility. Elk's nonwoven fiberglass roofing mat facilities
supply all of its internal fiberglass roofing mat needs. In addition, roofing
mats are sold by employee sales personnel to other asphalt roofing products
manufacturers. Nonwoven mats are also sold to manufacturers of construction and
industrial products who use such mats in their products, and to distributors of
industrial filtration products. Elk's nonwoven mats are shipped by contract
carrier to its other roofing plants and to its customers' locations.
On September 15, 1998, Elk experienced an explosion at its fiberglass
roofing mat plant in Ennis, Texas. The explosion significantly damaged a drying
oven and caused less extensive damage to the remainder of one mat manufacturing
line. There was no damage to the separate mat line that runs in parallel to the
damaged line, nor was there any damage to Elk's Ennis, Texas shingle
manufacturing plant. There were no injuries from the explosion. The damaged line
was restored to partial operation in December 1998. By March 1999, the damaged
section had been replaced. By June 1999, the line had resumed operating at line
speeds equivalent to line speeds at the time of the explosion. Final settlement
with the Registrant's insurance company was agreed upon in February 2000 with
Elk receiving $17,017,000, which represented 97.3% of claimed losses and damages
from the accident. Refer to the "Involuntary Conversion" footnote on page 36 of
this Form 10-K for additional discussion of this matter.
During fiscal 2000, Elk continued to make progress in developing a
family of proprietary Versashield(TM) coated nonwoven products for use in a
variety of industrial and consumer applications. A semi-commercial pilot
manufacturing line is now supplying limited quantities of these products to
initiate market development sales. Elk is also developing several new premium
residential roofing products that the company believes to have good market
potential.
Electronics Manufacturing Services
The electronics manufacturing services segment consists of the various
operating subsidiaries of Cybershield, Inc. (collectively Cybershield). Due to
the increasing materiality of the electronics manufacturing services business to
the Registrant, its operations have been segregated into a separate segment as
of June 30, 2000. These operations were previously included in the industrial
products group. Accordingly, prior year segment data has been restated to
reflect this change in reported segments. Cybershield accounted for 10% of
consolidated sales in fiscal 2000.
Cybershield is engaged in providing shielding solutions and other
related value-added services to manufacturers of digital wireless cellular
phones, telecommunications and other electronic equipment. Cybershield's
conductive coatings and gaskets are designed to control the level of
electromagnetic and radio frequency interference (EMI/RFI) emissions generated
by microchips and electronic components. Cybershield's product offerings include
selective and doubleside applications of electroless copper and nickel,
conductive dispense gaskets which are formed in place, proprietary plating of
die-cast magnesium components, decorative paint finishes, pad print, robotic
conductive spray paints and vacuum metalization of plastic components. Sales are
generated by employee sales personnel, with delivery made primarily by contract
carrier.
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In January 1999, Cybershield acquired YDK America, Inc., located in
Canton, Georgia, a leading supplier to the computer industry of electroless
conductive coatings for electronic plastic enclosures and components. This
acquisition doubled Cybershield's electroless coating capacity and
geographically reduced the source concentration risk for its customers. In June
1999, YDK America, Inc. was renamed Cybershield of Georgia, Inc. In fiscal 2000,
the Canton, Georgia facility was expanded, doubling its plant size. Cybershield
also made significant investments in automated manufacturing equipment at both
of its manufacturing plants.
Cybershield plans to expand its digital wireless cellular phone
business to serve the European, Asian and Latin American markets over the next
few years through acquisition or other business arrangements to better serve its
customers' growing markets for digital wireless cellular phones and other
digital wireless electronic products. Cybershield is currently reviewing options
to establish operations in Europe in fiscal 2001 before pursuing other global
growth opportunities.
Industrial Products
Chromium Corporation is engaged in the remanufacture of diesel engine
cylinder liners, including hard chrome plating of cylinder bores and tin plating
of pistons, primarily for the railroad and marine industries; and hard chrome
plating of original equipment cylinder liners and tin plating of pistons for
major domestic locomotive manufacturers. In the fourth quarter of fiscal 1999,
Registrant's management approved a consolidation plan for Chromium's
reciprocating engine components business. During fiscal 2000, all operations for
this business activity in Lufkin, Texas were transferred to Chromium's
Cleveland, Ohio plant. The Lufkin, Texas facility will be used exclusively for
electronics manufacturing services operations.
Another unit of the Registrant, OEL, LTD, d/b/a Ortloff Engineers, LTD
(Ortloff) is engaged in providing technology licensing and engineering support
services and in providing engineering consulting services to the oil and gas
production, gas processing and sulfur recovery industries. Ortloff licenses
technology covered by and related to patents owned by the Registrant for use in
new or redesigned natural gas and refinery gas processing facilities, and
utilizes technology licensed from others and its own expertise in the
performance of consulting and engineering assignments. Ortloff continues to
develop and patent improved processes for natural gas processing. Moreover,
Ortloff offers significant expertise and other nonpatented technology associated
with its processes that is difficult for customers to obtain on a cost effective
basis from others. Ortloff has also been successful in expanding its markets
into several parts of Latin America.
Patent license fees are calculated by standard formulas that take into
account both specific project criteria and market conditions, adjusted for
special conditions that exist in a project. Engineering consulting assignments
are performed under consulting services agreements at negotiated rates.
Information as to Industry Segments
For Financial Information by Company Segments, see the table on page 39
of this Annual Report on Form 10-K.
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Accounting Change
In fiscal 1999, the Registrant adopted Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities," issued by the Accounting
Standards Executive Committee of the American Institute of Certified Public
Accountants. The cumulative effect of this change in accounting principle is
reported on the Consolidated Statement of Operations.
Competitive Conditions
Roofing Products
Even though the asphalt roofing products manufacturing business is
highly competitive, the Registrant believes that Elk is a leading manufacturer
of premium laminated fiberglass asphalt shingles. Elk has been able to compete
successfully with its competitors, some of which are larger in size and have
greater financial resources.
There are a number of major national and regional manufacturers
marketing their products in a portion or all of the market areas served by the
Registrant's plants. The Registrant competes primarily on the basis of product
quality, design and service. Typically, the Registrant is able to sell its
roofing products at higher prices than its competitors receive for similar type
products.
Electronics Manufacturing Services
The Registrant believes that Cybershield is the Western Hemisphere's
leading provider of shielding solutions to the digital wireless
telecommunications industry, serving both the handset and infrastructure
segments of the industry. However, the Registrant believes it has smaller
competitors serving specific portions of Cybershield's markets. During fiscal
2000, Cybershield diversified its customer base through the establishment of new
relationships with several important manufacturers of cellular handsets.
Cybershield's telecommunications customers include each of the four largest
manufacturers of digital wireless phones and the three largest manufacturers of
telephone infrastructure equipment in North America. During fiscal 2000,
Cybershield's largest customer established a second production source for a
portion of its cellular handset shielding requirements. The Registrant competes
primarily on the basis of the breadth and quality of its product offering,
design and service.
Industrial Products
The Registrant believes that Chromium is the leading remanufacturer of
diesel engine cylinder liners and pistons for the railroad and marine
transportation industries and is the primary supplier of hard chrome plated
finishes for original equipment diesel engine cylinder liners to all of the
major domestic locomotive manufacturers. The Registrant believes it has smaller
competitors in the locomotive diesel engine cylinder liner remanufacturing
market. Chromium has achieved a leading position in these markets through
competition on the basis of product performance, quality, service and price. In
addition, technical innovations that enhance quality and performance are also
increasing the value-added content per unit produced. However, consolidation in
the railroad industry and environmental regulations have fostered a competitive
market with more economies of scale and scope. Accordingly, it may be desirable
for Chromium to form strategic alliances with customers or others in the supply
chain.
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The Registrant believes that it holds significant state-of-the-art
patents covering some of the most competitive processes for the cryogenic
processing of refinery and natural gas streams to remove the higher value
components, such as ethane and propane, which are primarily used as
petrochemical feedstocks. The Registrant believes that Ortloff has widely
recognized expertise in the design and operation of facilities for natural gas
and refinery gas processing and sulfur recovery.
Backlog
Backlog was not significant, nor is it material, in the Registrant's
operations.
Raw Materials
Roofing Products
In the asphalt roofing products manufacturing business, the significant
raw materials are ceramic coated granules, asphalt, glass fibers, resins and
mineral filler. All of these materials are presently available from several
sources and are in adequate supply. Historically, the Registrant has been able
to pass some of the higher raw material and transportation costs through to the
customer. However, in the second half of fiscal 2000, the Registrant was
adversely affected by rapidly escalating asphalt and glass fiber costs. Even
though price increases were implemented, higher selling prices subsequent to the
raw material price increases did not fully offset the substantial increases in
raw material costs. There is considerable pressure on pricing in the current
market which may restrict the Registrant's ability to realize previous price
increases.
Electronics Manufacturing Services
In the electroless shielding business, copper and nickel are the
significant raw materials. These materials are presently available and in
adequate supply.
Industrial Products
In the Registrant's business of hard chrome plating and remanufacturing
diesel engine cylinder liners, chromic acid is a significant raw material which
is presently available from a number of domestic suppliers. The Registrant
believes these domestic suppliers obtain the ore for manufacturing chromic acid
principally from sources outside the United States, some of which may be subject
to political uncertainty. The Registrant has been advised by its suppliers that
they maintain substantial inventories of chromic acid in order to minimize the
potential effects of foreign interruption in ore supply.
No raw materials are utilized in the Registrant's engineering
consulting and technology licensing business.
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Patents, Licenses, Franchises and Concessions
The Registrant or its subsidiaries hold certain patents, particularly
in its engineering consulting and licensing business, which are significant to
its operations. However, the Registrant does not believe that the loss of any
one of these patents or of any license, franchise or concession would have a
material adverse effect on the Registrant's overall business operations.
Environmental Matters
The Registrant and its subsidiaries are subject to federal, state and
local requirements regulating the discharge of materials into the environment,
the handling and disposal of solid and hazardous wastes, and protection of the
public health and the environment generally (collectively, Environmental Laws).
Certain facilities of the Registrant's subsidiaries ship waste products to
various waste management facilities for treatment or disposal. Governmental
authorities have the power to require compliance with these Environmental Laws,
and violators may be subject to civil or criminal penalties, injunctions or
both. Third parties may also have the right to sue for damages and/or to enforce
compliance and to require remediation of contamination.
The Registrant and its subsidiaries are also subject to Environmental
Laws that impose liability for the costs of cleaning up contamination resulting
from past spills, disposal, and other releases of hazardous substances. In
particular, an entity may be subject to liability under the Federal
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or
Superfund) and similar state laws that impose liability -- without a showing of
fault, negligence, or regulatory violations -- for the generation,
transportation or disposal of hazardous substances that have caused or may
cause, environmental contamination. In addition, an entity could be liable for
cleanup of property it owns or operates even if it did not contribute to the
contamination of such property. From time to time, the Registrant or its
subsidiaries may incur such remediation and related costs at the company owned
plants and certain offsite locations.
The Registrant anticipates that its subsidiaries will incur costs to
comply with Environmental Laws, including remediating any existing
non-compliance with such laws and achieving compliance with anticipated future
standards for air emissions and reduction of waste streams. Such subsidiaries
expend funds to minimize the discharge of materials into the environment and to
comply with governmental regulations relating to the protection of the
environment. Neither these expenditures nor other activities initiated to comply
with Environmental Laws is expected to have a material impact on the
consolidated financial position, net earnings or liquidity of the Registrant.
Persons Employed
At June 30, 2000, the Registrant and its subsidiaries had 1,166
employees. Of this total, 718 were employed in the roofing products business
segment, 285 were employed in the electronics manufacturing services business
segment, 129 were employed in the industrial products business segment, and 34
were employed at the corporate office. The Registrant believes that it has good
relations with its employees.
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Extended Payment Terms
In some years, the Registrant's roofing products business provides
extended payment terms to certain customers for some product shipments during
the winter and early spring months, with payment generally due during the summer
months. As of June 30, 2000, $8,369,000 in receivables relating to such
shipments were outstanding, all of which were due and collected in the first
three months of fiscal 2001.
Seasonal Business
The Registrant's electronics manufacturing services and industrial
products businesses are substantially nonseasonal. The Registrant's roofing
products manufacturing business is seasonal to the extent that cold, wet or icy
weather conditions during the late fall and winter months in its marketing areas
typically limit the installation of residential roofing products which causes
sales to be slower during such periods. Damage to roofs from extreme weather
such as severe wind, hurricanes and hail storms can result in higher demand for
periods up to eighteen to twenty-four months depending upon the extent of roof
damage. Working capital requirements and related borrowings fluctuate during the
year because of seasonality. Generally, working capital requirements and
borrowings are higher in the spring and summer months, and lower in the fall and
winter months.
Item 2. Properties
All significant facilities are owned and unencumbered by liens in favor
of nonaffiliates except as discussed herein.
Roofing Products
Asphalt roofing products are manufactured at plants located in
Tuscaloosa, Alabama, Ennis, Texas and Shafter, California. A fourth major
laminated shingle plant in Myerstown, Pennsylvania is under construction and is
scheduled to begin limited production in the December quarter of calendar year
2000. Fiberglass roofing mat, nonwoven industrial, reinforcement and filtration
products are manufactured on two parallel production lines located in Ennis,
Texas.
Corporate headquarters and administrative offices for the asphalt
roofing products operations are located in the same leased facility as the
Registrant's corporate offices in Dallas, Texas.
Electronics Manufacturing Services
Electronics manufacturing services operating facilities are located in
Lufkin, Texas and Canton, Georgia. Corporate headquarters and most
administrative offices for the electronics manufacturing services operations are
located at the same leased facility as the Registrant's corporate offices in
Dallas, Texas. Some administrative offices are located at the plant facilities.
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Industrial Products
The reciprocating engine components plant, which primarily is involved
in the hard chrome plating of original equipment and remanufactured diesel
engine cylinder liners and related equipment, is located in Cleveland, Ohio. In
fiscal 2000, operations for the reciprocating engine components business were
consolidated and all operations for this business activity were transferred to
Cleveland, Ohio. The Lufkin, Texas facility is now used exclusively for
Cybershield's electronics manufacturing services operations.
Corporate headquarters and administrative offices are located at the
Cleveland, Ohio manufacturing facility.
The Ortloff engineering and process licensing group is located in
leased offices in Midland, Texas.
Corporate Offices
The Registrant's corporate headquarters is located in leased offices in
Dallas, Texas.
In fiscal 2000, land and buildings in Waco, Texas, formerly used in the
discontinued solid waste handling equipment manufacturing business, were sold.
Item 3. Legal Proceedings
Purported Class Action Litigation
In February 2000, Wedgewood Knolls Condominium Association filed a
purported class action in the United States District Court in Newark, New
Jersey, which as amended names Elk Corporation of Texas and Elk Corporation of
Alabama. 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.
In June 2000, an individual homeowner filed a purported class action,
Lastih v. Elk Corporation of Alabama, in the Judicial District of Hartford,
Connecticut. In August 2000, Elk removed that case to the United States District
Court in New Haven, Connecticut. The Lastih suit involves similar class
allegations and claims to those asserted in the Wedgewood Knolls suit described
above.
Elk has denied the claims asserted in the Wedgewood Knolls and Lastih
actions, and is vigorously defending these suits. Elk has denied that class
certification is appropriate and intends to contest any attempts to certify such
a class. The Registrant cannot predict whether these actions, which are both in
early stages, will have a material adverse effect on its results of operations,
financial position or liquidity.
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GAF Patent Litigation
For approximately five years, Elk Corporation of Dallas (Elk) has been
in patent litigation with GAF Building Materials Corporation and related GAF
entities (collectively, GAF). In August 2000, Elk and GAF reached an agreement
to dismiss all remaining claims in the patent litigation, which is being
finalized.
Gibraltar Tort Litigation
In 1995 and 1996, Chromium Corporation was sued in four separate tort
lawsuits brought on behalf of numerous plaintiffs who alleged unspecified
personal injuries and property damages associated with the former operation of a
licensed hazardous waste treatment, storage and disposal facility in Smith
County, Texas known as the Gibraltar facility. Chromium was sued as a generator
of waste sent to the Gibraltar facility, along with numerous other generator
defendants and current and former owners and operators of the facility.
The plaintiffs non-suited or dismissed the generator defendants,
including Chromium, from two of the cases. In June 1999, Chromium reached a
settlement with plaintiffs in the remaining two cases, including Adams v.
American Ecology Environmental Services Corporation, a case pending in Tarrant
County (Texas) District Court. In December 1999, however, a new group of
approximately 30 plaintiffs sought to intervene in the Adams suit and sued the
generator defendants and others in an action, Cuba v. American Ecology
Environmental Services Corporation filed in Rusk County (Texas) District Court.
Since judgment has already been entered in Adams, no intervention occurred. The
Cuba action in Rusk County remains pending.
In June 2000, Chromium reached a settlement in an action it had filed
against certain of its insurers seeking coverage in the Gibraltar litigation.
The settlement requires the insurers to provide an ongoing defense of the
Gibraltar litigation and to pay the majority of defense costs incurred in the
Cuba suit. Cumulatively, the resolution of the settled Gibraltar litigation and
related insurance coverage litigation did not, and the Cuba litigation is not
expected to, have a material adverse effect on Registrant's results of
operations, financial position or liquidity.
Other
There are various other lawsuits and claims pending against the
Registrant and its subsidiaries arising in the ordinary course of their
businesses. In the opinion of the Registrant's management based in part on
advice of counsel, none of these actions should have a material adverse effect
on the Registrant's consolidated results of operations, financial position, or
liquidity.
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable.
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Executive Officers of the Registrant
Certain information concerning the Registrant's executive officers is
set forth below:
Period Age as of
Served Sept. 1,
Name Title As Officer 2000
---- ----- ---------- ----------
Harold K. Work Chairman of the Board, 18 years 67
Chief Executive Officer and
President of Elcor Corporation; Chairman and
Director of Elk Corporation of Dallas, a
subsidiary, and Chairman and Director of its
subsidiaries
Richard J. Rosebery Vice Chairman, 25 years 65
Chief Financial and
Administrative Officer
of Elcor Corporation;
Officer and Director of all subsidiaries
except one, and Chairman
and/or President of certain subsidiaries
Harold R. Beattie, Jr. Vice President - Finance and 6 months 46
Treasurer of Elcor Corporation
Leonard R. Harral Vice President and Chief 7 years 48
Accounting Officer of
Elcor Corporation; Director of
one subsidiary
W. Greg Orler Vice President and 11 months 37
Chief Information Officer of
Elcor Corporation
David G. Sisler Vice President, General Counsel and 5 years 42
Secretary of Elcor Corporation; Officer
of all subsidiaries; Director of
one subsidiary
James J. Waibel Vice President Administration 7 years 56
of Elcor Corporation
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All of the executive officers except Mr. Beattie and Mr. Orler have
been employed by the Registrant or its subsidiaries in responsible management
positions for more than the past five years. In July 1996, Mr. Rosebery and Mr.
Work were appointed as Directors of the Registrant. On August 18, 1997, Mr. Work
and Mr. Rosebery were each elected as Vice Chairmen. On August 26, 1997, Mr.
Work was elected as Chairman of the Board, President and Chief Executive Officer
of the Registrant following the death on August 22, 1997 of Mr. Roy E. Campbell,
who previously held those positions.
On March 27, 2000, Mr. Beattie was elected by the Board of Directors as
Vice President - Finance and Treasurer of the Registrant. Mr. Beattie was
employed by Bank of America from 1977 to 2000, most recently as a Managing
Director of Banc of America Securities LLC.
On October 26, 1999, Mr. Orler was elected by the Board of Directors as
Vice President and Chief Information Officer. Mr. Orler was employed by Koch
Industries from 1986 to 2000, most recently as Vice President, Information
Technology, for Koch Agriculture Company.
Officers are elected annually by the Board of Directors.
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PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
The principal market on which the Registrant's common stock is traded
is the New York Stock Exchange. Registrant's common stock is also traded on the
Boston, Midwest and Philadelphia Stock Exchanges. There were 957 holders of
record and approximately 4,500 beneficial shareholders of the Registrant's
common stock at September 5, 2000.
The quarterly dividend declared per share and the high and low prices
in dollars per share on Registrant's common stock for each quarter during fiscal
year 2000 and fiscal year 1999, adjusted for a three-for-two stock split paid in
August 1999, are set forth in the following tables:
Period Dividend High Low
------ -------- ---- ---
Fiscal 2000
First Quarter $.05 $30.27 $19.19
Second Quarter $.05 $34.94 $23.25
Third Quarter $.05 $39.63 $26.50
Fourth Quarter $.05 $37.63 $15.75
Fiscal 1999
First Quarter $ .047 $17.00 $12.88
Second Quarter $ .047 $21.92 $13.13
Third Quarter $ .047 $25.50 $19.92
Fourth Quarter $ .05 $29.33 $21.38
In September 1998, the Registrant's Board of Directors authorized the
purchase of up to $10,000,000 of common shares from time to time on the open
market to be used for general corporate purposes. As of August 28, 2000, 247,990
shares with cumulative cost of $4,461,000 had been repurchased under the
repurchase program. On August 28, 2000, the Board of Director authorized the
repurchase of up to an additional $10,000,000 of common stock, raising the total
current authorization at that date to $15,539,000. In June 1999, the regular
quarterly cash dividend was increased to $.05 per common share (after giving
effect to a stock split) and a three-for-two stock split payable in the form of
a stock dividend was declared, to be distributed on August 11, 1999 to
shareholders of record on July 15, 1999.
The limitations affecting the future payment of dividends by Registrant
imposed as a part of the Registrant's revolving credit facility are discussed
under the caption "Notes to Consolidated Financial Statements" under the heading
"Long-Term Debt" on page 31 and 32 of this Annual Report on Form 10-K.
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Item 6. Selected Financial Data
The following selected consolidated financial data for each of the five
years in the period ended June 30, 2000 have been derived from the audited
consolidated financial statements of the Registrant included herein. The
selected consolidated financial data set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements and notes
thereto included elsewhere in this report.
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
($ In thousands, except per share data) Year Ended June 30,
- -------------------------------------- -------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Sales $350,275 $317,874 $268,178 $230,756 $196,462
======== ======== ======== ======== ========
Income:
Before cumulative effect of
accounting change $ 29,932 $ 25,283 $ 18,324 $ 12,276 $ 10,676
Cumulative effect of accounting change -- (4,340) -- -- --
-------- -------- -------- -------- --------
Net Income $ 29,932 $ 20,943 $ 18,324 $ 12,276 $ 10,676
======== ======== ======== ======== ========
Income Per Share Before Cumulative Effect
Of Accounting Change - Basic $ 1.53 $ 1.29 $ .92 $ .62 $ .54
======== ======== ======== ======== ========
Income Per Share Before Cumulative Effect
Of Accounting Change - Diluted $ 1.49 $ 1.27 $ .90 $ .62 $ .53
======== ======== ======== ======== ========
Net Income Per Share - Basic $ 1.53 $ 1.07 $ .92 $ .62 $ .54
======== ======== ======== ======== ========
Net Income Per Share - Diluted $ 1.49 $ 1.05 $ .90 $ .62 $ .53
======== ======== ======== ======== ========
Total Assets $322,574 $252,182 $217,044 $206,449 $192,060
======== ======== ======== ======== ========
Long-Term Debt $ 91,300 $ 63,000 $ 48,000 $ 52,600 $ 53,000
======== ======== ======== ======== ========
Shareholders' Equity $161,904 $137,251 $125,956 $111,986 $102,130
======== ======== ======== ======== ========
Cash Dividends Per Share $ .20 $ .19 $ .16 $ .13 $ .11
======== ======== ======== ======== ========
13
15
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
OPERATING SEGMENTS
In accordance with the requirements of FASB SFAS No. 131, the
Registrant is segregated into the following segments: Roofing Products,
Electronics Manufacturing Services and Industrial Products. The Roofing Products
Group consists of the various operating subsidiaries of Elk Corporation of
Dallas (collectively Elk). These companies manufacture and sell premium
laminated fiberglass asphalt residential and accessory roofing products,
together with coated and uncoated nonwoven mats used in manufacturing asphalt
roofing products and various industrial applications. Elk accounted for 87% of
consolidated sales in fiscal 2000.
The Electronics Manufacturing Services segment consists of the various
operating subsidiaries of Cybershield, Inc. (collectively Cybershield). These
companies are engaged in the shielding of plastic components, conductive
dispense gaskets, vacuum metalization and other value added services for the
telecommunications, computer and electronic equipment industries. Due to the
increasing materiality of the Electronic Manufacturing Services business to the
Registrant, its operations have been segregated into a separate segment as of
June 30, 2000. These operations were previously included in the Industrial
Products Group. Cybershield accounted for 10% of consolidated sales in fiscal
2000.
The Industrial Products Group is comprised of: (1) remanufactured
reciprocating engine components used in the railroad and marine transportation
industries; and (2) technology licensing and consulting services for the natural
gas processing industry. The Industrial Products Group companies accounted for
3% of consolidated sales in fiscal 2000.
FISCAL 2000 COMPARED TO FISCAL 1999
OVERALL PERFORMANCE
During the fiscal year ended June 30, 2000, net income before last
year's cumulative effect of a change in accounting principle increased 18% to
$29,932,000 from $25,283,000 in fiscal 1999. Sales increased 10% to $350,275,000
in the current fiscal year compared to $317,874,000 in the prior year. The
Registrant's largest business segment, Roofing Products, registered a strong
year with overall higher sales and operating income. This improved financial
performance, together with increasing demand for products used in digital
wireless cellular phones offered by the Electronics Manufacturing Services
segment, led to the overall increases in consolidated sales and income. The
growth in these two business segments was partially offset by disappointing
operating results in the Industrial Products segment. Overall, operating income
increased 16% to $48,059,000 in fiscal 2000 from $41,505,000 in the prior fiscal
year. As a percentage of sales, operating income was 13.7% in fiscal 2000
compared to 13.1% in fiscal 1999. Selling, general and administrative (SG&A)
costs in fiscal 2000 were nearly equal to that in the prior fiscal year.
However, as a percentage of sales, SG&A costs were only 11.3% of sales in fiscal
2000 compared to 12.5% in the prior year.
14
16
During the fiscal year ended June 30, 2000, the Registrant recorded a
$1,292,000 gain from involuntary conversion as a result of payments received on
a property insurance claim in excess of the net book value of destroyed assets.
Interest expense was $1,355,000 in fiscal 2000 compared to $2,059,000 in the
prior fiscal year as the Registrant capitalized $2,708,000 of interest in the
current year period in connection with the construction of its new Myerstown,
Pennsylvania shingle plant and other major projects. In fiscal 1999, $595,000 in
interest costs were capitalized.
RESULTS OF BUSINESS SEGMENTS
Sales for the Roofing Products Group increased 9% to $305,396,000 for
the fiscal year ended June 30, 2000 compared to $278,918,000 in the prior fiscal
year. Demand for and shipments of premium laminated fiberglass asphalt shingles
were at record levels in the first nine months of fiscal 2000 even with
shipments of these products being held down by lower laminated shingle
inventories. The inventory shortage was partially due to manufacturing
inefficiencies related to Elk's use of alternative sources of nonwoven
fiberglass mat in its manufacturing process as a result of an explosion in
fiscal 1999 at Elk's nonwoven fiberglass mat plant in Ennis, Texas. In addition,
shipments resulting from large orders from customers in March 2000 made in
anticipation of announced price increases substantially decreased shipments of
laminated shingle shipments in the early part of the fourth quarter of fiscal
2000.
Despite the inventory shortage early in the year and the decrease in
shipments for a portion of the fourth quarter, in fiscal 2000 Elk still achieved
a small increase in shipments of premium laminated fiberglass asphalt shingles
compared to fiscal 1999. Average selling prices were slightly higher in fiscal
2000 than in fiscal 1999. Elk also registered increased sales for nonwoven mats
used in manufacturing asphalt roofing products and various industrial
applications.
Operating income for the Roofing Products Group increased 18% in fiscal
2000 to $53,024,000 from $45,061,000 in the prior fiscal year. Together with
increased sales, Elk achieved higher production, which lowered per unit
manufacturing costs. In the second half of fiscal 2000, operating income was
adversely affected by rapidly escalating asphalt and glass fiber costs. Elk
implemented price increases on March 27, 2000 and May 1, 2000 as a result of
these higher raw material costs. However, higher selling prices subsequent to
these price increases did not fully offset the substantial increases in raw
material costs. Further, competitive pressures have limited Elk's ability to
implement further price increases. Operating income for fiscal 2000 also
included $3,478,000 of income relating to settlement of the Registrant's
business interruption claim caused by the fiscal 1999 plant explosion.
Sales for the Electronics Manufacturing Services Group increased 49% to
$33,420,000 for the fiscal year ended June 30, 2000 compared to $22,367,000 in
fiscal 1999. Operating income for the Electronics Manufacturing Services Group
increased 45% to $4,904,000 in fiscal 2000 from $3,384,000 in fiscal 1999. The
increases in sales and operating income reflect increased demand for
Cybershield's advanced shielding products and related services for the digital
wireless cellular phone industry. The current year results include a full year
of operations for Cybershield's Canton, Georgia operation, which was acquired in
January 1999.
15
17
Cybershield's sales and operating income in the latter part of fiscal
2000 were held down by actions of a significant customer to establish a second
production source for a portion of its cellular handset shielding requirements,
and temporary delays in the production launch by another key customer of a new
cellular handset which contains significant Cybershield value-added content.
These actions had a further negative effect on Cybershield's operating margins
as staffing had been increased to accommodate the production volumes which were
changed or temporarily delayed.
Cybershield plans to expand its digital wireless cellular phone
business to serve the European, Asian and Latin American markets over the next
few years through acquisition or other business arrangements to better serve its
customers' growing markets for digital wireless cellular phones and other
digital wireless electronic products. Cybershield is currently reviewing options
to establish operations in Europe in fiscal 2001 before pursuing other global
growth opportunities.
Sales for the Industrial Products Group decreased 31% in fiscal 2000 to
$11,300,000 from $16,449,000 in the prior fiscal year. The operating loss for
the Industrial Products Group for fiscal 2000 was $4,653,000 compared to an
operating profit of $182,000 last year.
In fiscal 2000, Chromium Corporation's sales decreased 32% compared to
the prior year as a result of the relocation of manufacturing facilities for
remanufactured diesel engine components used in the railroad and marine
transportation industries and the impact of the consolidation of its
manufacturing operations. Chromium was unable to fulfill demand for its
remanufactured diesel engine components used in the railroad and marine
transportation industries during the period when its facilities were being
consolidated. Primarily as a result of about $3,400,000 nonrecurring expenses
relating to the consolidation of its manufacturing operations, Chromium recorded
a significant operating loss in fiscal 2000 compared to a small operating profit
achieved in the same period last year. Revenues and operating results for
Ortloff's patent licensing and engineering consulting services were also lower
in fiscal 2000 compared to the prior fiscal year.
FISCAL 1999 COMPARED TO FISCAL 1998
OVERALL PERFORMANCE
During the fiscal year ended June 30, 1999, income before the
cumulative effect of a change in accounting principle increased 38% to
$25,283,000 from $18,324,000 in fiscal 1998. Sales increased 19% compared to the
prior fiscal year. The increases in sales and income before the accounting
change were primarily the result of increased production, a record level of
shipments of premium laminated fiberglass asphalt shingles, and accelerating
demand for Cybershield's products used in digital wireless cellular phones. In
the first quarter of fiscal 1999, the Registrant adopted Statement of Position
98-5, "Reporting on the Costs of Start-Up Activities," issued by the Accounting
Standards Executive Committee of the American Institute of Certified Public
Accountants, which resulted in a $4,340,000 charge, net of tax, for the
cumulative effect of this accounting change. This one-time cumulative charge
reduced net income for fiscal 1999 to $20,943,000 compared to $18,324,000 in the
prior fiscal year.
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18
Operating margin as a percentage of sales improved to 13.1% in fiscal
1999 compared to 11.4% in fiscal 1998. Selling, general and administrative
(SG&A) costs in fiscal 1999 increased 13.5% from fiscal 1998, primarily as a
result of increased business activity. As a percentage of sales, SG&A costs in
fiscal 1999 declined to 12.5% of sales from 13.0% in fiscal 1998.
Interest expense in fiscal 1999 was $2,059,000 compared to $2,577,000
in fiscal 1998. In fiscal 1999, the Registrant capitalized $595,000 in interest
costs in connection with the construction of major projects, compared to
$160,000 capitalized in fiscal 1998.
RESULTS OF BUSINESS SEGMENTS
Sales for the Roofing Products Group increased 22% in fiscal 1999 to
$278,918,000 from $229,475,000 in fiscal 1998. Each of the Registrant's three
roofing plants recorded increased sales as a result of strong demand in most
regions of the United States. Elk's shipments were aided by relatively mild
weather during the winter months (which permitted increased roofing activity in
Elk's seasonally slower period) together with sharply higher demand throughout
the fiscal year in the residential roofing replacement market. Average selling
prices were slightly higher in fiscal 1999 compared to fiscal 1998 and customer
discounts were lower.
Operating income for the Roofing Products Group increased 81% in fiscal
1999 to $45,061,000 from $24,885,000 in fiscal 1998. Each of the three roofing
plants achieved significantly higher operating income in fiscal 1999 as compared
to fiscal 1998 as a result of increased manufacturing output and a record level
of shipments of premium laminated fiberglass asphalt shingles. Elk's nonwoven
fiberglass roofing mat plant also contributed to improved results for the
Roofing Products Group. However, a dryer on one production line was damaged by
an explosion on September 15, 1998 and the damaged line was shut down or ran at
curtailed line speeds for much of fiscal 1999. Due to the Registrant's property
damage and business interruption insurance policies, this explosion did not have
a material effect on the Registrant's results of operations, financial position
or liquidity in fiscal 1999. As of June 1999, the plant was again running at
line speeds equivalent to line speeds at the time of the explosion.
Sales for the Electronics Manufacturing Services Group increased 65% in
fiscal 1999 to $22,367,000 from $13,544,000 in fiscal 1998. However, operating
income decreased slightly to $3,384,000 in fiscal 1999 from $3,650,000 in fiscal
1998. During fiscal 1999, the Registrant continued to benefit from strong demand
for Cybershield's conductive coatings and formed-in-place dispense gaskets used
in digital wireless cellular phones and other electronic products. On January
11, 1999, a subsidiary of the Registrant acquired YDK America, Inc. (renamed
Cybershield of Georgia, Inc. in June 1999). Operations of this acquired company
were included in fiscal 1999 operations subsequent to its acquisition. The small
decrease in operating income in fiscal 1999 was primarily the result of a loss
incurred at this new facility in the latter part of fiscal 1999.
Sales for the Industrial Products Group decreased 34% in fiscal 1999 to
$16,449,000 from $25,042,000 in fiscal 1998. Operating income for this Group
decreased to $182,000 in fiscal 1999 from $7,130,000 in fiscal 1998. Chromium
experienced lower demand for remanufactured large diesel engine components used
in the railroad and marine transportation industries, due primarily to further
consolidation of the railroad industry and a reduction in
17
19
maintenance requirements by some of its customers. Severance costs of $375,000
relating to terminating employees at its Lufkin, Texas facility were recorded in
fiscal 1999. In the fourth quarter of fiscal 1999, Chromium also recorded a
$250,000 pretax charge to settle some long-standing third party tort litigation.
Ortloff's patent licensing and engineering consulting services to the
petroleum industry were significantly lower in fiscal 1999 as a result of
depressed oil prices during much of the fiscal year, causing many of its
customers to temporarily reduce capital spending plans.
LIQUIDITY AND CAPITAL RESOURCES
During fiscal 2000, the Registrant generated cash flows of $45,020,000
from operating activities. Working capital requirements decreased by about 4%,
primarily due to higher accounts payable and lower other current assets,
partially offset by higher inventories. The higher level of accounts payable was
primarily attributable to increased liabilities associated with the construction
of a new roofing plant and changes in debt management procedures. Lower other
current assets primarily reflect collections from and final settlement in
February 2000 with an insurance company related to the explosion at its
fiberglass roofing mat plant that occurred in Ennis, Texas in fiscal 1999.
Inventories were significantly higher at June 30, 2000 than at June 30, 1999.
Finished goods inventory levels at Elk reflect higher production at the
Registrant's roofing plants in fiscal 2000 compared to fiscal 1999, combined
with a reduction in shipments in the fourth quarter of fiscal 2000 compared to
the prior fiscal year. However, finished goods inventory levels were extremely
low at the end of the prior fiscal year due to very high levels of shipments in
late fiscal 1999, combined with manufacturing inefficiencies related to the use
of alternative sources of nonwoven fiberglass mat in Elk's manufacturing process
necessitated by the nonwoven mat plant accident in fiscal 1999.
Trade receivables were lower at June 30, 2000 than at the end of the
prior fiscal year. This decrease was primarily the result of lower sales volumes
in the latter part of fiscal 2000, partially offset by higher deferred
receivables. At June 30, 2000, deferred term receivables from promotional
programs to certain customers were $8,369,000 compared to $3,468,000 at the end
of the prior fiscal year. Deferred receivables outstanding at June 30, 2000 are
primarily due during the first three months of fiscal 2001.
The current ratio was 2.6 to 1 at June 30, 2000 compared to 3.3 at June
30, 1999. Historically, working capital requirements fluctuate during the year
because of seasonality in some market areas. Generally, working capital
requirements and related borrowings are higher in the spring and summer months,
and lower in the fall and winter months.
The Registrant used $67,525,000 for net investing activities in fiscal
2000. Most expenditures were for additions to property, plant and equipment.
About $52,000,000 of capital expenditures in fiscal 2000 were for the purchase
of land and construction costs relating to the new Myerstown, Pennsylvania
premium laminated fiberglass asphalt shingle plant. This new facility is
expected to be completed in fall 2000 with manufacturing operations scheduled to
begin in the December 2000 quarter. The Myerstown plant is expected to increase
the Registrant's overall laminated shingle capacity by about 38%. The Registrant
plans to continue its significant expansion plan over the next several years.
Expansion plans include completion of
18
20
its fourth roofing plant currently under construction, evaluation of the need
for a fifth roofing plant in two to three years, expanding capacity and
improving productivity at existing plants, installing production lines for new
products, and increasing capacity for Cybershield's digital wireless cellular
phone business, including international expansion.
Cash flows from financing activities were $23,021,000 during fiscal
2000, primarily resulting from a $28,300,000 increase in long-term debt.
Long-term debt represented 36% of the $253,204,000 of invested capital
(long-term debt plus shareholders' equity) at June 30, 2000.
In September 1998, the Registrant's Board of Directors authorized the
purchase of up to $10,000,000 of common stock from time to time on the open
market to be used for general corporate purposes. As of June 30, 2000, 224,990
shares with a cumulative cost of $3,931,000 had been repurchased under this
authorization.
Effective January 5, 2000, the Registrant increased its revolving
credit facility from $100,000,000 to $125,000,000 and extended the facility to
December 15, 2004 to support its capital expansion program. Management is
currently considering further increasing its revolving credit facility and
believes it can secure additional capital to support its growth and expansion
plans. Management believes that current cash and cash equivalents, projected
cash flows from operations, combined with an increased unsecured revolving
credit facility should be sufficient during fiscal 2001 and beyond to fund its
expansion plans, working capital needs, dividends, stock repurchases and other
cash requirements.
The Registrant's operations are subject to extensive federal, state and
local laws and regulations relating to environmental matters. Although the
Registrant does not believe it will be required to expend amounts which will
have a material adverse effect on the Registrant's consolidated financial
position or results of operations by reason of environmental laws and
regulations, such laws and regulations are frequently changed and could result
in significantly increased cost of compliance. Further, certain of the
Registrant's industrial products and electronics manufacturing services
operations utilize hazardous materials in their production processes. As a
result, the Registrant incurs costs for remediation activities off-site and at
its facilities from time to time. The Registrant establishes and maintains
reserves for such remediation activities, when appropriate. Current reserves
established for known or probable remediation activities are not material to the
Registrant's financial position or results of operations.
NEW ACCOUNTING STANDARDS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." At June 30, 2000, the Registrant had
entered into no significant derivative instruments or hedging activities,
although the Registrant regularly reviews the potential benefits of interest
rate swaps and other potential hedging arrangements and may enter into
derivative or hedging instruments from time to time in the future.
19
21
The Securities and Exchange Commission issued Staff Accounting Bulletin
(SAB) No. 101, "Revenue Recognition," in December 1999. The Registrant is
required to adopt this new accounting guidance no later than the fourth quarter
of fiscal 2001. The Registrant is evaluating the conceptual guidance provided by
SAB No. 101, but does not believe the adoption of guidance provided by SAB No.
101 will have a material impact on future operating results.
YEAR 2000 ISSUE
As of June 30, 2000, the Registrant has experienced no significant
problems relating to its Year 2000 readiness. The Registrant continues to
monitor activities within the company and with its suppliers and other third
parties.
FORWARD - LOOKING STATEMENTS
In an effort to give investors a well-rounded view of the Registrant's
current condition and future opportunities, management's discussion and analysis
and the results of operations and financial condition and other sections of this
Form 10-K contain "forward-looking statements" about its prospects for the
future. 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," "plan," "project," "expect," "anticipate," "predict,"
"could," "should," "may," or similar words that convey the uncertainty of future
events or outcomes. These statements are based on judgments the Registrant
believes are reasonable; however, the Registrant's actual results could differ
materially from those discussed here. Such risks and uncertainties include, but
are not limited to, the following:
1. The Registrant'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 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
Registrant '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 Registrant has been able to pass some
of the higher raw material and transportation costs through to
the customer. Should the Registrant 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.
20
22
3. The Registrant plans to continue its significant expansion
plan over the next several years, including the construction
of new facilities. 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 Registrant's electronics
manufacturing services and industrial products subsidiaries
must utilize hazardous materials in their production process.
As a result, the Registrant 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 Registrant's litigation, including Elk's defense of
purported class action lawsuits, 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 Registrant currently anticipates that most of its
needs for new capital in the near future will be met with
internally generated funds or borrowings under its available
credit facilities, 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 Registrant's businesses, especially Cybershield's
shielding business, is subject to the risks of technological
changes that could affect the demand for or the relative cost
of the Registrant's products and services, or the method and
profitability of the method of distribution or delivery of
such products and services. In addition, the Registrant'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 Registrant 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.
21
23
9. Each of the Registrant's businesses is actively involved in
the development of new products, processes and services which
are expected to contribute to the Registrant's ongoing
long-term growth and earnings. If such development activities
are not successful, or the Registrant 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.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The Registrant's exposure to market risk from changes in foreign
currency risk is not material. The Registrant's outstanding debt has a variable
interest rate. Changes in market rates effect interest paid by the Registrant.
The Registrant has not entered into any significant derivative instruments or
hedging activities, although the Registrant regularly reviews the potential
benefits of interest rate swap arrangements and other hedging activities and may
enter into derivative instruments from time to time in the future.
Item 8. Financial Statements and Supplemental Data
Index to Financial Statements and Financial Statement Schedule
Financial Statements: Page
Independent Auditors' Report 23
Consolidated Balance Sheet at June 30, 2000 and 1999 24
Consolidated Statement of Operations for the years ended
June 30, 2000, 1999, and 1998 25
Consolidated Statement of Cash Flows for the years ended
June 30, 2000, 1999, and 1998 26
Consolidated Statement of Shareholders' Equity for the years
ended June 30, 2000, 1999, and 1998 27
Notes to Consolidated Financial Statements 28
Financial Statement Schedule:
Independent Auditors' Report 40
Schedule II - Consolidated Valuation and Qualifying Accounts and Reserves 41
All other schedules are omitted because they are not required, are not
applicable, or the information is included in the financial statements or
notes thereto.
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24
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors,
Elcor Corporation
We have audited the accompanying consolidated balance sheets of Elcor
Corporation (a Delaware corporation) and subsidiaries as of June 30, 2000 and
1999, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the three years ended June 30, 2000. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Elcor
Corporation and subsidiaries as of June 30, 2000 and 1999, and the results of
their operations and their cash flows for each of the three years ended June 30,
2000, in conformity with accounting principles generally accepted in the United
States.
/s/ Arthur Andersen LLP
------------------------
Arthur Andersen LLP
Dallas, Texas
August 14, 2000
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25
CONSOLIDATED BALANCE SHEET
($ In thousands) June 30,
--------
ASSETS 2000 1999
---- ----
CURRENT ASSETS
Cash and cash equivalents $ 4,702 $ 4,186
Trade receivables, less allowance of $963 and $967 71,712 72,866
Inventories 40,965 25,770
Prepaid expenses, insurance receivable and other 4,312 8,352
Deferred income taxes 2,822 2,111
--------- ---------
Total current assets 124,513 113,285
--------- ---------
PROPERTY, PLANT AND EQUIPMENT, AT COST
Land 6,436 2,789
Buildings 44,871 42,775
Machinery and equipment 150,759 147,923
Construction in progress 76,962 19,217
--------- ---------
279,028 212,704
Less - Accumulated depreciation (83,924) (76,984)
--------- ---------
Property, plant and equipment, net 195,104 135,720
--------- ---------
OTHER ASSETS 2,957 3,177
--------- ---------
$ 322,574 $ 252,182
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 36,034 $ 18,067
Accrued liabilities 12,253 15,817
--------- ---------
Total current liabilities 48,287 33,884
--------- ---------
LONG-TERM DEBT 91,300 63,000
--------- ---------
DEFERRED INCOME TAXES 21,083 18,047
--------- ---------
COMMITMENTS AND CONTINGENCIES (See Note)
SHAREHOLDERS' EQUITY
Common stock ($1 par, 19,988,074 and 19,988,354 shares issued) 19,988 19,988
Paid-in capital 58,480 59,586
Retained earnings 90,641 64,632
--------- ---------
169,109 144,206
Less - Treasury stock (436,395 and 465,149 shares at cost) (7,205) (6,955)
--------- ---------
Total shareholders' equity 161,904 137,251
--------- ---------
$ 322,574 $ 252,182
========= =========
================================================================================
The Summary of Significant Accounting Policies and Notes to Consolidated
Financial Statements are an integral part of this statement.
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26
CONSOLIDATED STATEMENT OF OPERATIONS
($ In thousands, except per share data) Year Ended June 30,
-------------------
2000 1999 1998
--------- --------- ---------
SALES $ 350,275 $ 317,874 $ 268,178
--------- --------- ---------
COSTS AND EXPENSES
Cost of goods sold 262,517 236,670 202,627
Selling, general and administrative 39,699 39,699 34,962
--------- --------- ---------
INCOME FROM OPERATIONS 48,059 41,505 30,589
--------- --------- ---------
OTHER INCOME (EXPENSE)
Interest expense (1,355) (2,059) (2,577)
Gain from involuntary conversion 1,292 -- --
Other 193 84 446
--------- --------- ---------
INCOME BEFORE INCOME TAXES 48,189 39,530 28,458
Provision for income taxes 18,257 14,247 10,134
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE 29,932 25,283 18,324
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE -- (4,340) --
--------- --------- ---------
NET INCOME $ 29,932 $ 20,943 $ 18,324
========= ========= =========
INCOME PER COMMON SHARE-BASIC:
Before cumulative effect of change in accounting principle $ 1.53 $ 1.29 $ .92
Cumulative effect of change in accounting principle -- (.22) --
--------- --------- ---------
Net income per share $ 1.53 $ 1.07 $ .92
========= ========= =========
INCOME PER COMMON SHARE-DILUTED:
Before cumulative effect of change in accounting principle $ 1.49 $ 1.27 $ .90
Cumulative effect of change in accounting principle -- (.22) --
--------- --------- ---------
Net income per share $ 1.49 $ 1.05 $ .90
========= ========= =========
================================================================================
The Summary of Significant Accounting Policies and Notes to Consolidated
Financial Statements are an integral part of this statement.
25
27
CONSOLIDATED STATEMENT OF CASH FLOWS
($ In thousands) Year Ended June 30,
-------------------
2000 1999 1998
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 29,932 $ 20,943 $ 18,324
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation and amortization 10,671 9,285 11,056
Gain from involuntary conversion (1,292) -- --
Cumulative effect of accounting change -- 4,340 --
Deferred income taxes 2,325 2,283 3,010
Changes in assets and liabilities:
Trade receivables 1,154 (15,420) (13,272)
Inventories (15,195) 3,375 3,384
Prepaid expenses, insurance receivable and other 3,022 (6,552) 1,783
Accounts payable 17,967 2,421 (1,320)
Accrued liabilities (3,564) 2,716 242
-------- -------- --------
Net cash provided by operating activities 45,020 23,391 23,207
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment (70,091) (30,048) (14,288)
Insurance proceeds from involuntary conversion 2,310 5,687 --
Acquisition of business, net of cash -- (5,588) --
Other, net 256 152 1,674
-------- -------- --------
Net cash used for investing activities (67,525) (29,797) (12,614)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Long-term debt borrowings (repayments) 28,300 15,000 (4,600)
Dividends paid on common stock (3,923) (3,705) (3,175)
Treasury stock transactions and exercises of stock options, net (1,356) (5,943) (1,179)
-------- -------- --------
Net cash provided by (used for) financing activities 23,021 5,352 (8,954)
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 516 (1,054) 1,639
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,186 5,240 3,601
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 4,702 $ 4,186 $ 5,240
======== ======== ========
================================================================================
The Summary of Significant Accounting Policies and Notes to Consolidated
Financial Statements are an integral part of this statement.
26
28
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
($ In thousands, except per share data)
Total
Common Paid-in Retained Treasury Shareholders'
Stock Capital Earnings Stock Equity
------- ------- -------- -------- -------------
BALANCE, June 30, 1997 $ 19,832 $ 60,332 $ 32,245 $ (423) $ 111,986
Net income -- -- 18,324 -- 18,324
Treasury stock purchases -- -- -- (3,195) (3,195)
Exercises of stock options, net 156 868 -- 992 2,016
Dividends, $.16 per share -- -- (3,175) -- (3,175)
- ----------------------------------------------------------------------------------------------
BALANCE, June 30, 1998 19,988 61,200 47,394 (2,626) 125,956
Net income -- -- 20,943 -- 20,943
Treasury stock purchases -- -- -- (6,305) (6,305)
Exercises of stock options, net -- (1,614) -- 1,976 362
Dividends, $.19 per share -- -- (3,705) -- (3,705)
- ----------------------------------------------------------------------------------------------
BALANCE, June 30, 1999 19,988 59,586 64,632 (6,955) 137,251
Net income -- -- 29,932 -- 29,932
Treasury stock purchases -- -- -- (2,449) (2,449)
Exercises of stock options, net -- (1,106) -- 2,199 1,093
Dividends, $.20 per share -- -- (3,923) -- (3,923)
- ----------------------------------------------------------------------------------------------
BALANCE, June 30, 2000 $ 19,988 $ 58,480 $ 90,641 $ (7,205) $ 161,904
========= ========= ========= ========= =========
================================================================================
The Summary of Significant Accounting Policies and Notes to Consolidated
Financial Statements are an integral part of this statement.
27
29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Elcor Corporation (the Registrant), through subsidiaries, is engaged in
the following lines of business: Roofing Products, Electronics Manufacturing
Services, and Industrial Products. The Roofing Products segment, which accounts
for 87% of consolidated sales, manufactures and sells premium laminated
fiberglass asphalt residential shingles and accessory roofing products, together
with nonwoven mats used in manufacturing asphalt roofing products and various
industrial applications. The Electronics Manufacturing Services segment, which
accounts for 10% of consolidated sales, is engaged in the shielding of plastic
components, conductive dispense gaskets, vacuum metalization and other value
added services for the telecommunications, computer, and electronic equipment
industries. The Industrial Products companies, which account for 3% of
consolidated sales, are engaged in the plating of proprietary finishes for large
diesel engine cylinder liners and pistons, and engineering consulting services
and licensing of patented technologies for the cryogenic processing of natural
gas and refinery gas and sulfur recovery processes for the petroleum industry.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Registrant and all subsidiaries after elimination of significant intercompany
balances and transactions. Certain reclassifications in the financial statements
and footnotes were made to prior year amounts to conform to the current year
presentation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
CONCENTRATION OF CREDIT RISK
The majority of the Registrant's sales are in the Roofing Products
segment and its primary customers are building materials distributors. For the
past several years, the building materials distribution industry has
consolidated at a rapid pace with many smaller independent distributors being
acquired by emerging larger national building products distributors. The
Registrant performs ongoing credit evaluations and maintains reserves for
potential credit losses. One customer accounted for 17%, 18% and 16% of
consolidated sales in fiscal years 2000, 1999 and 1998, respectively.
REVENUE RECOGNITION
Revenue is recognized at the time products are shipped to the customer
or at the time services are rendered.
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30
INVENTORIES
Inventories are stated at the lower of cost (including direct
materials, labor, and applicable overhead) or market, using the first-in,
first-out (FIFO) method. Inventories were comprised of:
(In thousands)
June 30,
-----------------
2000 1999
------- -------
Raw Materials $11,457 $10,213
Work-In-Process 259 180
Finished Goods 29,249 15,377
------- -------
$40,965 $25,770
======= =======
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Major renewals and
improvements are capitalized, while maintenance and repairs are expensed when
incurred. Depreciation is computed over the estimated useful lives of
depreciable assets using the straight-line method. Useful lives for property and
equipment are as follows:
Buildings and improvements 10 - 40 years
Machinery and equipment 5 - 20 years
Computer equipment 3 - 6 years
Office furniture and equipment 5 - 12 years
The cost and accumulated depreciation for property, plant and equipment
sold, retired, or otherwise disposed of are relieved from the accounts, and
resulting gains or losses are reflected in income. Interest is capitalized in
connection with the construction of major projects. The capitalized interest is
recorded as part of the asset to which it relates and is amortized over the
asset's estimated useful life. In 2000, 1999 and 1998, $2,708,000, $595,000 and
$160,000 of interest cost was capitalized, respectively.
OTHER ASSETS
Included in other assets in the Consolidated Balance Sheet is the
excess of cost over the fair value of net assets (or goodwill) of an acquired
company. Goodwill totaling $926,000 is amortized on a straight-line basis over
20 years.
29
31
LONG-LIVED ASSETS
The Registrant assesses long-lived assets for impairment under
Financial Accounting Standards Board (FASB) Statement of Financial Accounting
Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of." The carrying amount of long-lived
assets, including goodwill, is reviewed if facts and circumstances suggest that
it may be impaired. If this review indicates that long-lived assets will not be
recoverable, as determined based on the estimated undiscounted cash flows of the
long-lived assets over the remaining amortization period, the carrying amount of
the long-lived assets is reduced by the estimated shortfall of cash flows.
COMPREHENSIVE INCOME
SFAS No. 130, "Reporting Comprehensive Income," requires disclosure of
all components of comprehensive income on an annual and interim basis.
Comprehensive income is the same as reported net income for all periods
presented.
INCOME TAXES
Deferred income taxes are provided to reflect temporary differences
between the financial reporting basis and the tax basis of the Registrant's
assets and liabilities using presently enacted tax rates.
SUPPLEMENTAL CASH FLOWS
The Registrant considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. Supplemental cash flow
amounts were as follows:
(In thousands)
June 30,
---------------------------
2000 1999 1998
------- ------- -------
Interest paid $ 3,476 $ 2,270 $ 2,803
Income taxes paid $18,027 $ 9,344 $ 4,780
ACCOUNTING CHANGE
In April 1998, the Accounting Standards Executive Committee (AcSec) of
the American Institute of Certified Public Accountants issued Statement of
Position 98-5, "Reporting on the Costs of Start-Up Activities," requiring, among
other things, companies to expense on a current basis previously capitalized
start-up costs. The Registrant adopted this Statement of Position in fiscal
1999, which resulted in a $4,340,000 charge, net of tax, and is reported as a
cumulative effect of change in accounting principle on the Consolidated
Statement of Operations.
30
32
NEW ACCOUNTING STANDARDS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." At June 30, 2000, the Registrant had
entered into no significant derivative instruments or hedging activities,
although the Registrant regularly reviews the potential benefits of interest
rate swaps and other potential hedging arrangements and may enter into
derivative or hedging instruments from time to time in the future.
The Securities and Exchange Commission issued Staff Accounting Bulletin
(SAB) No. 101, "Revenue Recognition," in December 1999. The Registrant is
required to adopt this new accounting guidance no later than the fourth quarter
of fiscal 2001. The Registrant is evaluating the conceptual guidance provided by
SAB No. 101, but does not believe adoption of the guidance provided in SAB No.
101 will have a material impact on future operating results.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
EARNINGS PER SHARE
Basic earnings per share were computed by dividing net income by the
weighted average number of shares of common stock outstanding during the year.
The reconciliation of basic earnings per share to diluted earnings per share is
shown in the following table:
(In thousands, except per share data)
2000 1999 1998
------- ------- -------
Net income $29,932 $20,943 $18,324
======= ======= =======
Denominator for basic earnings per share-weighted average shares
outstanding 19,577 19,546 19,867
Effect of dilutive securities:
Employee stock options 509 418 402
------- ------- -------
Denominator for dilutive earnings per share - adjusted weighted average
shares and assumed issuance of shares purchased under the incentive
stock option plan using the treasury stock method 20,086 19,964 20,269
======= ======= =======
Basic earnings per share $ 1.53 $ 1.07 $ .92
======= ======= =======
Diluted earnings per share $ 1.49 $ 1.05 $ .90
======= ======= =======
LONG-TERM DEBT
The Registrant maintains an unsecured revolving credit facility
(Facility) of $125,000,000 of primary credit, including up to a maximum of
$5,000,000 in letters of credit, through December 15, 2004. At June 30, 2000,
letters of credit totaling $2,682,000 were outstanding.
31
33
Borrowings under the Facility bear interest at (1) the higher of the
federal funds rate plus .5%, or the lender's prime rate, or (2) at the
Registrant's option, LIBOR, in each case plus specified basis points based on
the ratio of the Registrant's total indebtedness to total capital. The Facility
also provides for a commitment fee on the average unused portion of the line and
is also based on the ratio of the Registrant's total indebtedness to total
capital. Based on financial ratios at June 30, 2000, the LIBOR borrowing rate
was LIBOR plus .5% and the commitment fee was .175% of the average unused
portion of the line. The average interest rate paid on indebtedness in fiscal
2000 was 6.5%.
The Facility, among other things, limits the sale or pledging of assets
of subsidiaries involved in manufacturing asphalt roofing products, and requires
maintenance of specified current ratios, capitalization ratios and cash flow
levels. Dividend payments and stock repurchases are limited to certain specified
levels. At June 30, 2000, total cumulative dividend payments and stock
repurchased since July 1, 1993 were subject to a $50,571,000 limitation. Actual
expenditures for these items as of June 30, 2000 have been $24,132,000.
SHAREHOLDERS' EQUITY
Authorized common stock, par value $1.00, is 100,000,000 shares, of
which 19,988,074 shares were issued at June 30, 2000. The Board of Directors is
authorized to issue up to 1,000,000 shares of preferred stock, without par
value, in one or more series and to determine the rights, preferences, and
restrictions applicable to each series. No preferred stock has been issued.
SHAREHOLDER RIGHTS PLAN
On May 26, 1998, the Registrant's Board of Directors adopted a new
Shareholder Rights Plan which took effect when the existing rights plan expired
on July 8, 1998. Under the new plan, rights were constructively distributed as a
dividend at the rate of one right for each share of common stock of the
Registrant held by the shareholders of record as of the close of business on
July 8, 1998. Until the occurrence of certain events, the rights are represented
by and trade in tandem with common stock. Each right will separate and entitle
shareholders to buy stock upon an occurrence of certain takeover or stock
accumulation events. Should any person or group (Related Person) acquire
beneficial ownership of 15% or more of the Registrant's common stock other than
certain bona fide institutional investors to whom a 20% threshold applies, all
rights not held by the Related Person become rights to purchase one
one-hundredth of a share of preferred stock for $110 or $110 of Elcor common
stock at a 50% discount. If after such an event the Registrant merges,
consolidates or engages in a similar transaction in which it does not survive,
each holder has a "flip over" right to buy discounted stock in a surviving
entity.
Under certain circumstances, the rights are redeemable at a price of
$0.01 per right. Further, upon defined stock accumulation events, the Board of
Directors has the option to exchange one share of common stock per right. The
rights will expire by their terms on July 8, 2008.
32
34
EMPLOYEE BENEFIT PLANS
The Registrant's Incentive Stock Option Plan provides for the granting
of incentive and non-qualified stock options to directors, officers and key
employees of the Registrant for purchase of the Registrant's common stock.
Information relating to options is as follows:
Weighted
Number Option Price Average Option
of Shares Range per Share Price per Share
--------- --------------- ---------------
Outstanding at June 30, 1997 879,266 $ 3.11 - $10.73 $ 7.67
Granted 224,767 $13.33 - $18.42 $14.91
Cancelled (3,957) $ 5.39 - $10.73 $ 6.51
Exercised (224,784) $ 3.11 - $13.33 $ 6.92
---------
Outstanding at June 30, 1998 875,292 $ 3.11 - $18.42 $ 9.72
Granted 194,295 $14.67 - $23.17 $17.52
Cancelled (11,910) $ 3.11 - $18.42 $12.07
Exercised (125,602) $ 3.11 - $14.67 $ 5.74
---------
Outstanding at June 30, 1999 932,075 $ 3.89 - $23.17 $11.85
Granted 454,290 $23.50 - $34.25 $27.85
Cancelled (9,437) $ 8.44 - $28.04 $20.41
Exercised (135,480) $ 3.89 - $23.17 $ 8.07
---------
Outstanding at June 30, 2000 1,241,448 $ 5.39 - $34.25 $18.05
=========
The following table summarizes information about options outstanding at
June 30, 2000:
Options Outstanding Options Exercisable
------------------------------------------------------------ -----------------------------------
Weighted-Average
Number --------------------------------------- Number Weighted
Range of Outstanding at Remaining Exercise Exercisable Average
Exercise Prices 6/30/00 Contractual Life Price at 6/30/00 Exercise Price
--------------- -------------- --------------------- -------- ---------- --------------
$ 5.39 - $9.99 351,970 4.76 yrs. $ 8.68 195,469 $ 8.49
$10.00 - $14.99 224,531 6.65 yrs. $13.21 59,768 $11.01
$15.00 - $23.49 214,448 7.83 yrs. $17.93 61,502 $17.33
$23.50 - $34.25 450,499 9.11 yrs. $27.85 22,500 $23.50
At June 30, 2000, 1999 and 1998, 339,239, 354,570, and 314,720 shares
were exercisable, respectively. A total of 1,462,150, 1,907,003, and 375,096
shares were reserved for future grants at June 30, 2000, 1999 and 1998,
respectively.
Beginning in fiscal 1997, the Registrant adopted the disclosure-only
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation."
Accordingly, no compensation cost has been recognized with respect to the
Registrant's stock option plan. Pro forma information regarding net income and
income per share set forth below has been determined as if the Registrant had
accounted for its stock options under the fair value methodology prescribed by
33
35
SFAS No. 123. The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions for fiscal 2000, 1999 and 1998; dividend yields of
0.7%, 1.1% and 1.1%; risk-free interest rates of 6.3%, 4.6% and 6.2%; expected
market price volatility of .421, .416 and .413; and expected lives of options of
9.0, 8.9 and 8.5 years. Based on this model, the weighted average fair value of
stock options granted in fiscal 2000, 1999 and 1998 was $15.67, $8.72 and $7.75,
respectively.
(In thousands,
except per share data) 2000 1999 1998
---------------------- ---------- ---------- --------
Net income, as reported $29,932 $20,943 $18,324
Net income, pro forma $27,280 $20,292 $17,651
Income per share - basic, as reported $1.53 $1.07 $.92
Income per share - basic, pro forma $1.39 $1.04 $.89
Income per share - diluted, as reported $1.49 $1.05 $.90
Income per share - diluted, pro forma $1.36 $1.02 $.87
The pro forma amounts presented above may not be representative of the
effects on reported net income for future years.
The Registrant's Employee Stock Ownership Plan (ESOP) became effective
January 1, 1981. Under the plan, the Registrant contributes a percentage of each
participant's annual compensation into a trust, either as treasury stock
contributions or cash, which is then used to purchase Elcor common stock.
Employees vest 20% after one year of employment and 20% per year thereafter,
with the stock distributed at retirement, death, disability, or as authorized by
the Plan Administrative Committee. Effective January 1, 1990, the Registrant
established an Employee Savings Plan under Internal Revenue Code section 401(k).
Under the 401(k) Plan, the Registrant contributes a percentage of each
participant's annual compensation into a Plan to be invested among various
defined alternatives at the participants' direction. Vesting of Registrant
contributions is in accordance with the same schedule as that of the ESOP. All
full-time employees, except those covered by plans established through
collective bargaining, are eligible for participation in the above plans after
meeting minimum service requirements.
The Board of Directors has authorized total contributions of 5.0%,
including forfeitures, of each participant's annual compensation, as defined,
split equally between the ESOP and 401(k) Plans. In addition, on January 1,
1998, the Registrant began contributing an additional $.50 for every $1.00 of
employee contributions into the 401(k) Plan limited to a maximum matching of 2%
of an employee's compensation. Total contributions charged to expense for these
plans were $2,466,000, $2,123,000 and $1,722,000, in 2000, 1999 and 1998,
respectively.
The Registrant has a Stock/Loan Plan which allows certain key employees
to borrow an amount, based on a percentage of their salaries and the performance
of their operating units, for the purpose of purchasing the Registrant's common
stock. Under the Stock/Loan Plan, a ratable portion of the loans, which are
unsecured, and any accrued interest are forgiven and recognized as compensation
expense over five years of continuing service with the Registrant. If employment
is terminated for any reason except death, disability or retirement, the balance
of the loan becomes due and payable. Loans outstanding at June 30, 2000 and 1999
totaling $1,830,700 and $1,436,700, respectively, are included in other assets.
34
36
COMMITMENTS AND CONTINGENCIES
The Registrant and its subsidiaries lease certain office space,
facilities, and equipment under operating leases, expiring on various dates
through 2005. Total rental expense was $1,787,000 in 2000, $1,618,000 in 1999
and $1,505,000 in 1998. At June 30, 2000, future minimum rental commitments
under noncancellable operating leases, payable over the remaining lives of the
leases, are:
(In thousands)
Minimum Rental
Fiscal Year Commitments
----------- --------------
2001 $1,714
2002 1,187
2003 1,005
2004 664
2005 12
Thereafter ---
------
Total $4,582
======
The Registrant's subsidiaries provide certain warranties for their
products which are generally limited to being free from defects in materials or
manufacturing workmanship affecting performance or meeting specified
manufacturing and material specifications. During 2000, 1999 and 1998, the
Registrant recorded to expense $1,773,000, $2,334,000 and $1,681,000,
respectively, in warranty claim settlements and reserves.
In February 2000, Wedgewood Knolls Condominium Association filed a
purported class action in the United States District Court in Newark, New
Jersey, which as amended names Elk Corporation of Texas and Elk Corporation of
Alabama. 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 of breach of implied and
written warranties and alleged unfair or deceptive trade practices on behalf of
the plaintiff and the purported class.
In June 2000, an individual homeowner filed a purported class action,
Lastih v. Elk Corporation of Alabama, in the Judicial District of Hartford,
Connecticut. In August 2000, Elk removed that case to the United States District
Court in New Haven, Connecticut. The Lastih suit involves similar class
allegations and claims to those asserted in the Wedgewood Knolls suit described
above.
Elk has denied the claims asserted in the Wedgewood Knolls and Lastih
actions, and is vigorously defending these suits. Elk has denied that class
certification is appropriate and intends to contest any attempts to certify such
a class. The Registrant cannot predict whether these actions, which are both in
early stages, will have a material adverse effect on its results of operations,
financial position or liquidity.
35
37
The Registrant and its subsidiaries are involved in other legal actions
and claims, including claims arising in the ordinary course of business. Based
on advice from legal counsel, management believes such litigation and claims
will be resolved without material adverse effect on the consolidated financial
statements.
The Registrant is self-insured for its products and completed
operations liability exposure because the cost of insurance for such risks is
believed to be excessive for the coverage to be provided. Reserves for estimated
potential losses of this type have been established.
The Registrant's operations are subject to extensive federal, state and
local laws and regulations relating to environmental matters. Although the
Registrant does not believe it will be required to expend amounts which will
have a material adverse effect on the Registrant's consolidated financial
position or results of operations by reason of environmental laws and
regulations, such laws and regulations are frequently changed and could result
in significantly increased cost of compliance. Further, certain of the
Registrant's industrial products and electronics manufacturing services
operations utilize hazardous materials in their production processes. As a
result, the Registrant incurs costs for remediation activities at its facilities
and off-site from time to time. The Registrant establishes and maintains
reserves for such known remediation activities.
INVOLUNTARY CONVERSION
On September 15, 1998, the Registrant experienced an explosion at its
nonwoven fiberglass roofing mat plant in Ennis, Texas. The explosion
significantly damaged a drying oven and caused less extensive damage to the
remainder of the mat manufacturing line. There was no damage to a separate mat
line that runs in parallel to the damaged line, nor was there any damage to the
Registrant's Ennis, Texas shingle manufacturing plant. There were no injuries
from the explosion. The damaged line was restored to partial operation in
December 1998. By March 1999, the damaged section had been replaced. By June
1999, the line had resumed operating at line speeds equivalent to line speeds at
the time of the explosion.
The Registrant submitted claims totaling $17,492,000 for property
damage and business interruption. In February 2000 the Registrant reached final
settlement with its insurance company. In total, the Registrant received
insurance proceeds of $17,017,000 on the claim. Assets with net book value of
$3,990,000 were destroyed in the explosion and were insured for replacement
value. Overall, the Registrant received replacement value payments on the
property claim in excess of the net book value of destroyed assets in the amount
of $1,292,000. This amount was recorded as a gain from involuntary conversion.
ACQUISITION AND CONSOLIDATION
On January 11, 1999, a newly formed wholly owned subsidiary of the
Registrant purchased all of the outstanding shares of YDK America, Inc., a
leading supplier to the computer industry of electronic plastic enclosures and
components having electroless conductive coatings. The total purchase price was
$5,588,000, net of cash acquired, which was financed through borrowings under
the Registrant's revolving credit agreement. The purchase price exceeded the
36
38
fair value of net tangible assets acquired by $926,000, which was recorded as
goodwill. The acquisition was accounted for using the purchase method of
accounting, and the operating results have been included in the Registrant's
consolidated financial statements since the date of acquisition.
In the fourth quarter of fiscal 1999, management approved a
consolidation plan for Chromium Corporation's reciprocating engine components
business. In fiscal 2000, all operations for this business activity at the
Lufkin, Texas facility were transferred to the Cleveland, Ohio plant. Costs to
relocate equipment and other consolidation items with cost of $3,400,000 were
incurred and recorded to expense in fiscal 2000. In fiscal 1999 the Registrant
recorded a pretax charge of $375,000 in severance benefits for 64 employees who
were not transferred. The Lufkin, Texas facility will be used exclusively by
Cybershield of Texas for electronics manufacturing services operations.
ACCRUED LIABILITIES
Accrued liabilities consist of the following:
(In thousands)
June 30,
-----------------
2000 1999
------- ------
Product warranty reserves $ 1,748 $ 1,976
Self-insurance reserves 1,414 1,208
Compensation and employee benefits 3,422 4,666
All other 5,669 7,967
------- -------
$12,253 $15,817
======= =======
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39
INCOME TAXES
The Registrant's effective tax rate was 37.9% in 2000, 36.0% in 1999
and 35.6% in 1998. The difference between the federal statutory tax rate and the
effective tax rate is reconciled as follows:
2000 1999 1998
------ ------ ------
Federal statutory tax rate 35.0% 35.0% 35.0%
Change in tax rate resulting from:
State income taxes, net of federal tax effect 2.6% .7% .9%
Miscellaneous items .3% .3% (.3)%
---- ---- ----
37.9% 36.0% 35.6%
==== ==== ====
Components of the income tax provisions consist of the following:
(In thousands)
2000 1999 1998
------- ------- -------
Federal:
Current $14,768 $ 9,169 $ 6,722
Deferred, net 1,814 4,625 3,010
State 1,675 453 402
------- ------- -------
$18,257 $14,247 $10,134
======= ======= =======
The significant components of the Registrant's deferred tax assets and
liabilities are summarized below:
(In thousands)
2000 1999 1998
-------- -------- --------
Deferred tax assets:
Accrued liabilities, difference in
expense recognition $ 2,103 $ 2,304 $ 1,786
Receivables, bad debt reserve 337 338 203
Inventories, difference in capitalization 382 44 239
-------- -------- --------
2,822 2,686 2,228
-------- -------- --------
Deferred tax liabilities:
Fixed assets, primarily depreciation method
differences and deferred preoperating costs (21,083) (18,047) (15,881)
Other current assets, insurance claim -- (575) --
-------- -------- --------
(21,083) (18,622) (15,881)
-------- -------- --------
Net deferred tax liability $(18,261) $(15,936) $(13,653)
======== ======== ========
38
40
FINANCIAL INFORMATION BY COMPANY SEGMENTS
(In thousands)
2000 1999 1998
--------- --------- ---------
SALES
Roofing products $ 305,396 $ 278,918 $ 229,475
Electronics manufacturing services 33,420 22,367 13,544
Industrial products 11,300 16,449 25,042
Corporate and eliminations 159 140 117
--------- --------- ---------
$ 350,275 $ 317,874 $ 268,178
========= ========= =========
OPERATING PROFIT (LOSS)
Roofing products $ 53,024 $ 45,061 $ 24,885
Electronics manufacturing services 4,904 3,384 3,650
Industrial products(1) (4,653) 182 7,130
Corporate and other (5,216) (7,122) (5,076)
--------- --------- ---------
48,059 41,505 30,589
Other income 1,485 84 446
Interest expense (1,355) (2,059) (2,577)
--------- --------- ---------
Income before income taxes $ 48,189 $ 39,530 $ 28,458
========= ========= =========
IDENTIFIABLE ASSETS
Roofing products $ 265,944 $ 209,742 $ 187,770
Electronics manufacturing services 25,707 20,709 7,372
Industrial products 8,076 7,640 7,559
Corporate 22,847 14,091 14,343
--------- --------- ---------
$ 322,574 $ 252,182 $ 217,044
========= ========= =========
DEPRECIATION AND AMORTIZATION
Roofing products $ 8,537 $ 7,899 $ 10,025
Electronics manufacturing services 1,671 728 335
Industrial products 347 481 498
Corporate 116 177 198
--------- --------- ---------
$ 10,671 $ 9,285 $ 11,056
========= ========= =========
CAPITAL EXPENDITURES
Roofing products $ 58,658 $ 19,229 $ 6,745
Electronics manufacturing services 6,281 4,934 3,866
Industrial products 1,796 366 379
Corporate 3,356 5,519 3,298
--------- --------- ---------
$ 70,091 $ 30,048 $ 14,288
========= ========= =========
(1) In fiscal 1998, operating profit from the Registrant's technology
licensing and consulting services business exceeded 10% of consolidated
operating profit. This business has not historically met the 10%
reporting test nor is it typically expected to in the future. No
separate segment is reflected in fiscal 1998 for this business unit.
39
41
INDEPENDENT AUDITORS' REPORT
ON SUPPLEMENTAL SCHEDULE
To the Shareholders and Board of Directors of Elcor Corporation:
We have audited in accordance with auditing standards generally
accepted in the United States, the accompanying consolidated financial
statements of Elcor Corporation and have issued our report thereon dated
August 14, 2000. Our audit was made for the purpose of forming an opinion on
those statements taken as a whole. The Supplemental Schedule II is the
responsibility of the company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth herein in relation to the basic financial statements
taken as a whole.
/s/ Arthur Andersen LLP
-----------------------
Arthur Andersen LLP
Dallas, Texas
August 14, 2000
40
42
SCHEDULE II
(In thousands)
ELCOR CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JUNE 30, 2000, 1999, AND 1998
Column A Column B Column C Column D Column E
-------- -------- ------------------------ ---------------- -----------
Additions Deductions
------------------------ ----------------
Balance at Charged to For Purposes For Balance at
Beginning Costs and Which Reserves End
Description of Period Expenses Other Were Created of Period
----------- ----------- ---------- ---------- ---------------- ------------
YEAR ENDED JUNE 30, 2000
CONSOLIDATED:
Allowance for doubtful accounts $ 967 $ -- $ -- $ (4) $ 963
=========== =========== =========== =========== ===========
Allowance for inventory obsolescence $ 297 $ -- $ -- $ (171) $ 126
=========== =========== =========== =========== ===========
YEAR ENDED JUNE 30, 1999
CONSOLIDATED:
Allowance for doubtful accounts $ 580 $ 525 $ 14 $ (152) $ 967
=========== =========== =========== =========== ===========
Allowance for inventory obsolescence $ 125 $ 262 $ -- $ (90) $ 297
=========== =========== =========== =========== ===========
YEAR ENDED JUNE 30, 1998
CONSOLIDATED:
Allowance for doubtful accounts $ 545 $ 210 $ -- $ (175) $ 580
=========== =========== =========== =========== ===========
Allowance for inventory obsolescence $ 201 $ 25 $ -- $ (101) $ 125
=========== =========== =========== =========== ===========
41
43
Item 9. Disagreements on Accounting and Financial Disclosure
The Registrant has retained its independent public accountants for over
30 years. There have been no disagreements with the independent public
accountants on accounting or financial disclosure matters.
42
44
PART III
Item 10. Directors and Executive Officers of the Registrant
Information concerning the Directors of the Registrant required by this
item is incorporated herein by reference to the material under the caption
"Election of Directors" on pages 5, 6 and 7 of the Registrant's Proxy Statement
dated September 20, 2000. Information concerning the Executive Officers of the
Registrant is contained in Item 1 of this report under the caption "Executive
Officers of the Registrant" on pages 10 and 11 of this Annual Report on Form
10-K.
Item 11. Executive Compensation
The information required by this item is incorporated herein by
reference to the information under the caption "Executive Compensation" on pages
7 through 16 of the Registrant's Proxy Statement dated September 20, 2000.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated herein by
reference to the information under the caption "Stock Ownership" on pages 3 and
4 of the Registrant's Proxy Statement dated September 20, 2000. The referenced
information was provided as of September 5, 2000. Registrant is aware of no
material change since such date in the beneficial ownership of any officer,
director or beneficial owner of five percent of any class of its voting stock.
Item 13. Certain Relationships and Related Transactions
There are no reportable transactions, business relationships or
indebtedness between the Registrant and any covered party.
43
45
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports of Form 8-K
(a) Financial Statements
The following financial statements of Elcor Corporation are set forth
in Item 8 of this Annual Report on Form 10-K:
Financial Statements:
Independent Auditors' Report
Consolidated Balance Sheet at June 30, 2000, and 1999
Consolidated Statement of Operations for the years ended
June 30, 2000, 1999 and 1998
Consolidated Statement of Cash Flows for the years ended
June 30, 2000, 1999, and 1998
Consolidated Statement of Shareholders' Equity for the years
ended June 30, 2000, 1999, and 1998
Notes to Consolidated Financial Statements
Financial Statement Schedule:
Independent Auditors' Report
Schedule II - Consolidated Valuation and Qualifying Accounts and Reserves
All other schedules are omitted because they are not required, are not
applicable, or the information is included in the financial statements or notes
thereto.
(b) Reports on Form 8-K
The Registrant filed Forms 8-K on April 20, 2000 and May 24, 2000
relating to press releases containing "forward-looking statements" about its
prospects for the future.
(c) Exhibits
**3.1 The Restated Certificate of Incorporation of the
Registrant, filed as Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the year ended June
30, 1994 (File No. 1-5341).
**3.11 Certificate of Amendment to Certificate of
Incorporation dated December 2, 1998 (file No.
1-531).
44
46
**3.2 Amended and Restated Bylaws of the Registrant, filed
as Exhibit 3 to the Registrant's Annual Report on
Form 10-K for the year ended June 30, 1981 and as
Exhibit 3.2 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1988
originally filed with the Securities and Exchange
Commission on February 11, 1989 (File No. 1-5341).
**4.1 Form of Rights Agreement dated as of July 7, 1998,
between the company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, which includes as
Exhibits A and B thereto the Forms of Certificate of
Designation, Preferences and Rights of Series A
Participating Preferred Stock, Rights Certificate,
filed as Exhibit 4.1 to the company's current Report
on Form 8-K dated May 26, 1998 (File No. 1-5341).
**4.6 Loan Agreement dated September 19, 1993 among Elcor
Corporation, Certain Lenders, NationsBank of Texas,
N.A., as Issuer, and NationsBank of Texas, N.A., as
Administrative Lender, filed as Exhibit 4.6 in the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993 (File No. 1-5341).
**4.7 First Amendment dated October 31, 1994 to Loan
Agreement dated September 29, 1993 among Elcor
Corporation, NationsBank of Texas, N.A., as Issuer,
and NationsBank of Texas, N.A. as Administrative
Lender, filed as Exhibit 4.7 in the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994 (File No. 1-5341).
**4.8 Second Amendment dated December 15, 1995 to Loan
Agreement dated September 29, 1993 among Elcor
Corporation, NationsBank of Texas, N.A., As Issuer,
Administrative Lender, and Lender; and Bank of
America - Texas, N.A. and Comerica Bank - Texas as
Lenders, filed as Exhibit 4.8 in the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995 (File No. 1-5341).
**4.9 Third Amendment dated October 31, 1996 to Loan
Agreement dated September 29, 1993 among Elcor
Corporation, NationsBank of Texas, N.A., As Issuer,
Administrative Lender, and Lender; and Bank of
America - Texas, N.A. and Comerica Bank - Texas as
Lenders, filed as Exhibit 4.9 in the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 (File No. 1-5341).
**4.10 Fourth Amendment dated December 15, 1997 to Loan
Agreement dated September 29, 1993 among Elcor
Corporation, NationsBank of Texas, N.A., as Issuer,
Administrative Lender, and Lender; and Bank of
America - Texas, N.A., Comerica Bank - Texas, and the
Bank of Tokyo - Mitsubishi, Ltd. as Lenders, filed as
Exhibit 4.10 in the Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1997
(File No. 1-5341).
45
47
**4.11 Fifth Amendment dated January 5, 2000 to Loan
Agreement dated September 29, 1993 among Elcor
Corporation, Bank of America, N.A., as Issuer,
Administrative Lender, and Lender; and Comerica Bank
- Texas, Bank of Tokyo - Mitsubishi, Ltd., The Frost
National Bank, and Bank One, Texas, N.A., as Lenders,
filed as Exhibit 4.11 in the Registrant's Quarterly
Report on Form 10-Q for the quarter ended December
31, 1999 (File No. 1 - 5341).
**10.1 Form of Executive Agreement filed as Exhibit 10.1 in
the Registrant's Annual Report on Form 10-K for the
year ended June 30, 1998 (File No. 1-5341).
**10.2 Amended and Restated Elcor Corporation Employee
Stock/Loan Plan filed as Exhibit 10.2 in the
Registrant's Annual Report on Form 10-K for the year
ended June 30, 1998 (File No. 1-5341).
**10.3 1998 Amended and Restated Elcor Corporation Incentive
Stock Option Plan filed as Appendix B in the
Registrant's Proxy Statement dated September 18, 1998
(File No. 1-5341).
*10.4 Deferred Compensation Plan.
*21 Subsidiaries of the Registrant.
*23 Consent of Independent Public Accountants.
*27 Financial Data Schedule (EDGAR submission only).
- ----------------------
* Filed herewith.
** Incorporated by reference.
46
48
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
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 September 26, 2000 By /s/ Richard J. Rosebery
-----------------------------
Richard J. Rosebery
Vice Chairman,
Chief Financial and Administrative
Officer
By /s/ Leonard R. Harral
-----------------------------
Leonard R. Harral
Vice President and Chief
Accounting Officer
49
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below in multiple counterparts by the following
persons on behalf of the Registrant and in the capacities and on the date
indicated.
Signature Title Date
--------- ----- ----
/s/ Harold K. Work Chairman of the Board, September 26, 2000
- ----------------------------- President, Chief
Harold K. Work Executive Officer
/s/ Richard J. Rosebery Vice Chairman, Chief September 26, 2000
- ----------------------------- Financial and Administrative
Richard J. Rosebery Officer
/s/ Leonard R. Harral Vice President and September 26, 2000
- ----------------------------- Chief Accounting Officer
Leonard R. Harral
/s/ James E. Hall Director September 26, 2000
- ----------------------------
James E. Hall
/s/ Thomas D. Karol Director September 26, 2000
- ----------------------------
Thomas D. Karol
/s/ Dale V. Kesler Director September 26, 2000
- ----------------------------
Dale V. Kesler
/s/ David W. Quinn Director September 26, 2000
- ----------------------------
David W. Quinn
50
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
**3.1 The Restated Certificate of Incorporation of the Registrant, filed as
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year
ended June 30, 1994 (File No. 1-5341).
**3.11 Certificate of Amendment to Certificate of Incorporation dated December
2, 1998 (file No. 1-531).
**3.2 Amended and Restated Bylaws of the Registrant, filed as Exhibit 3 to
the Registrant's Annual Report on Form 10-K for the year ended June 30,
1981 and as Exhibit 3.2 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended December 31, 1988 originally filed with the
Securities and Exchange Commission on February 11, 1989 (File No.
1-5341).
**4.1 Form of Rights Agreement dated as of July 7, 1998, between the company
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, which
includes as Exhibits A and B thereto the Forms of Certificate of
Designation, Preferences and Rights of Series A Participating Preferred
Stock, Rights Certificate, filed as Exhibit 4.1 to the company's
current Report on Form 8-K dated May 26, 1998 (File No. 1-5341).
**4.6 Loan Agreement dated September 19, 1993 among Elcor Corporation,
Certain Lenders, NationsBank of Texas, N.A., as Issuer, and NationsBank
of Texas, N.A., as Administrative Lender, filed as Exhibit 4.6 in the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993 (File No. 1-5341).
**4.7 First Amendment dated October 31, 1994 to Loan Agreement dated
September 29, 1993 among Elcor Corporation, NationsBank of Texas, N.A.,
as Issuer, and NationsBank of Texas, N.A. as Administrative Lender,
filed as Exhibit 4.7 in the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1994 (File No. 1-5341).
**4.8 Second Amendment dated December 15, 1995 to Loan Agreement dated
September 29, 1993 among Elcor Corporation, NationsBank of Texas, N.A.,
As Issuer, Administrative Lender, and Lender; and Bank of America -
Texas, N.A. and Comerica Bank - Texas as Lenders, filed as Exhibit 4.8
in the Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995 (File No. 1-5341).
**4.9 Third Amendment dated October 31, 1996 to Loan Agreement dated
September 29, 1993 among Elcor Corporation, NationsBank of Texas, N.A.,
As Issuer, Administrative Lender, and Lender; and Bank of America -
Texas, N.A. and Comerica Bank - Texas as Lenders, filed as Exhibit 4.9
in the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 (File No. 1-5341).
**4.10 Fourth Amendment dated December 15, 1997 to Loan Agreement dated
September 29, 1993 among Elcor Corporation, NationsBank of Texas, N.A.,
as Issuer, Administrative Lender, and Lender; and Bank of America -
Texas, N.A., Comerica Bank - Texas, and the Bank of Tokyo - Mitsubishi,
Ltd. as Lenders, filed as Exhibit 4.10 in the Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1997 (File No.
1-5341).
51
**4.11 Fifth Amendment dated January 5, 2000 to Loan Agreement dated September
29, 1993 among Elcor Corporation, Bank of America, N.A., as Issuer,
Administrative Lender, and Lender; and Comerica Bank - Texas, Bank of
Tokyo - Mitsubishi, Ltd., The Frost National Bank, and Bank One, Texas,
N.A., as Lenders, filed as Exhibit 4.11 in the Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1999 (File No. 1
- 5341).
**10.1 Form of Executive Agreement filed as Exhibit 10.1 in the Registrant's
Annual Report on Form 10-K for the year ended June 30, 1998 (File No.
1-5341).
**10.2 Amended and Restated Elcor Corporation Employee Stock/Loan Plan filed
as Exhibit 10.2 in the Registrant's Annual Report on Form 10-K for the
year ended June 30, 1998 (File No. 1-5341).
**10.3 1998 Amended and Restated Elcor Corporation Incentive Stock Option Plan
filed as Appendix B in the Registrant's Proxy Statement dated September
18, 1998 (File No. 1-5341).
*10.4 Deferred Compensation Plan.
*21 Subsidiaries of the Registrant.
*23 Consent of Independent Public Accountants.
*27 Financial Data Schedule (EDGAR submission only).
- ----------
* Filed herewith.
** Incorporated by reference.