SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 17, 2003
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ELKCORP
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(Exact name of Registrant as specified in its charter)
DELAWARE 1-5341 75-1217920
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(State or other jurisdiction of Commission File Number (I.R.S. Employer
incorporation or organization) Identification No.)
14643 DALLAS PARKWAY
SUITE 1000, WELLINGTON CENTRE, DALLAS, TEXAS 75254-8890
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972)851-0500
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NOT APPLICABLE
(Former name or former address, if changed since last report)
Item 7. Exhibits
99.1 Press release dated July 17, 2003 of ElkCorp.
Item 9. Regulation FD Disclosure
Press Release
On July 17, 2003, the company issued a press release containing "forward-looking
statements" that involve risks and uncertainties 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 "optimistic,"
"outlook," "believe," "estimate," "potential," "project," "expect,"
"anticipate," "plan," "predict," "could," "should," "may," "likely," or similar
words that convey the uncertainty of future events or outcomes. These statements
are based on judgments the company believes are reasonable; however, actual
results could differ materially from those discussed here as a result of a
number of factors, including the following:
1. The company's building products business is substantially
non-cyclical, but can be affected by weather, the availability
of financing, insurance claims paying practices, and general
economic conditions. In addition, the asphalt roofing products
manufacturing business is highly competitive. Actions of
competitors, including changes in pricing, or slowing demand
for asphalt roofing products due to general or industry
economic conditions or the amount of inclement weather could
result in decreased demand for the company's products, lower
prices received or reduced utilization of plant facilities.
Further, changes in building and insurance 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 building 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 energy, trucking
and rail costs. Historically, the company has been able to
pass some of the higher raw material, energy and
transportation costs through to the customer. Should the
company be unable to recover higher raw material, energy
and/or transportation costs from price increases of its
products, operating results could be adversely affected and/or
lower than projected.
3. Temporary shortages or disruption in supply of raw materials
or transportation do result from time to time from a variety
of causes. If the company experiences
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temporary shortages or disruption of supply of raw materials,
operating results could be adversely affected and/or lower
than projected.
4. The company has been involved in a significant expansion plan
over the past several years, including the construction of new
facilities and the expansion of existing facilities. Progress
in achieving anticipated operating efficiencies and financial
results is difficult to predict for new and expanded plant
facilities. If such progress is slower than anticipated, or if
demand for products produced at new or expanded plants does
not meet current expectations, operating results could be
adversely affected.
5. Certain facilities of the company's subsidiaries must utilize
hazardous materials in their production process. As a result,
the company could incur costs for remediation activities at
its facilities or off-site, and other related exposures from
time to time in excess of established reserves for such
activities.
6. The company's litigation is subject to inherent and
case-specific uncertainty. The outcome of such litigation
depends on numerous interrelated factors, many of which cannot
be predicted.
7. Although the company 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 or its cost of
alternative sources of capital.
8. Each of the company's businesses, especially Cybershield's
business, is subject to the risks of technological changes and
competition that is based on technology improvement or labor
savings. These factors could affect the demand for or the
relative cost of the company's technology, products and
services, or the method and profitability of the method of
distribution or delivery of such technology, products and
services. In addition, the company's businesses each could
suffer significant setbacks in revenues and operating income
if it lost one or more of its largest customers, or if its
customers' plans and/or markets should change significantly.
Cybershield has lost substantial business as a result of most
cellular handset production moving to Asia where Cybershield
has no significant presence. Low labor costs in Asia make
other coating processes competitive with those Cybershield
would use. Cybershield's future viability may depend on the
successful commercialization of the EXACT(TM) process, or
other value added services, which are unproven as yet on a
large commercial scale.
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9. Although the company insures itself against physical loss to
its manufacturing facilities, including business interruption
losses, natural or other disasters and accidents, including
but not limited to fire, earthquake, damaging winds, and
explosions, operating results could be adversely affected if
any of its manufacturing facilities became inoperable for an
extended period of time due to these or other events,
including but not limited to acts of God, war or terrorism.
10. Each of the company's businesses is actively involved in the
development of new products, processes and services which are
expected to contribute to the company's ongoing long-term
growth and earnings. Products using VersaShield fire retardant
coatings have not yet produced significant commercial sales.
Its market potential may be dependent on the stringency of
federal and state regulatory requirements, which are difficult
to predict. If such development activities are not successful,
regulatory requirements are less stringent than currently
predicted, market demand is less than expected, or the company
cannot provide the requisite financial and other resources to
successfully commercialize such developments, the growth of
future sales and earnings may be adversely affected.
Parties are cautioned not to rely on any such forward-looking beliefs or
judgments in making investment decisions.
Other Matters
The company may, from time to time, find that it has commented on non-public
information, including forward-looking information, to analysts. If that should
occur, the company may post disclosures at www.elkcorp.com that it deems
appropriate under Regulation F-D. No such disclosure, or similar information
filed or furnished by Form 8-K, should be deemed an admission that such
information is material to investors.
Item 12. Results of Operations and Financial Condition
On July 17, 2003, ElkCorp issued a press release, a copy of which is furnished
with this Form 8-K as Exhibit 99.1, announcing preliminary financial results for
the fiscal quarter ended June 30, 2003, certain information about its prospects
for the future, and related information.
Presented in the press release (Exhibit 99.1) is a preliminary earnings
comparison between the fourth quarter of fiscal 2003 and fiscal 2002 that
excludes the negative effect of variable stock option accounting in the year-ago
quarter. This comparison includes a non-GAAP financial measure presented for
informational purposes only. Non-GAAP financial measures are not, and should not
be considered as a substitute for financial information presented in accordance
with generally accepted accounting principles, and may differ from non-GAAP
financial measures used by other companies. Management believes that the
non-GAAP financial measure included
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in the press release is useful to investors because such information provides
investors increased comparability between reporting periods.
Had the comparison not excluded the negative effect of variable stock option
accounting, preliminary fourth quarter fiscal 2003 earnings are 111% higher than
earnings in the same quarter last year.
After-tax noncash stock option expense is the result of a change in accounting
made in fiscal 2002 from fixed awards with no compensation expense to variable
awards, which can result in periodic expense or income. The Board of Directors
terminated the feature that caused certain stock options to be accounted for as
variable awards on August 13, 2002. Subsequent to that date, the company again
began utilizing the fixed method of stock option accounting. Refer to the
Noncash Stock Option Compensation footnote on page 44 in the company's Form 10-K
for its fiscal year ended June 30, 2002 for a more detailed explanation of the
accounting change.
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SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ElkCorp
DATE: July 18, 2003 /s/ Harold R. Beattie, Jr.
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Harold R. Beattie, Jr.
Senior Vice President,
Chief Financial Officer
and Treasurer
/s/ Leonard R. Harral
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Leonard R. Harral
Vice President and Chief
Accounting Officer
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Index to Exhibits
<Table>
<Caption>
Exhibit
No. Description
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99.1 Press Release dated July 17, 2003 of ElkCorp
</Table>