-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HVy9aU7OgowfDqmnnaukqJ56J603Ql36002ao5EVbi3rfCvOpImsTaFUwN3FE/YS lgedMv1rtyiR0KCnjsEbKw== 0000950152-03-010229.txt : 20031210 0000950152-03-010229.hdr.sgml : 20031210 20031210165753 ACCESSION NUMBER: 0000950152-03-010229 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030729 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAYTON SUPERIOR CORP CENTRAL INDEX KEY: 0000854709 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 310676346 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11781 FILM NUMBER: 031047823 BUSINESS ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DRIVE STREET 2: SUITE 130 CITY: DAYTON STATE: OH ZIP: 45459 BUSINESS PHONE: 9374287172 MAIL ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DRIVE STREET 2: SUITE 130 CITY: DAYTON STATE: OH ZIP: 45459 8-K/A 1 l04421ae8vkza.txt DAYTON SUPERIOR CORPORATION ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 =================== FORM 8-K/A AMENDMENT NO. 2 =================== CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report : July 29, 2003 --------------------------------- (Date of earliest event reported) DAYTON SUPERIOR CORPORATION (Exact Name of Registrant as Specified in Charter) Ohio 1-11781 31-0676346 - ---------------------------- ---------------------- -------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 7777 Washington Village Dr., Suite 130, Dayton, Ohio 45459 ----------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (937) 428-6360 ----------------------------------------------------------------- (Registrant's telephone number, including area code) N/A ----------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ================================================================================ This Current Report on Form 8-K/A (Amendment No. 2) amends the Current Report on Form 8-K we filed on August 13, 2003 in connection with our acquisition of substantially all of the fixed assets and rental fleet assets of Safway Formwork Systems, L.L.C. ("Safway Formwork"), as amended by the Current Report filed on Form 8-K/A (Amendment No. 1) filed by us on October 14, 2003. The sole purpose of Amendment No. 2 is to provide the financial information required under Item 7(b) of form 8-K which was excluded from the initial filing pursuant to Item 7(a)(4) of Form 8-K. As previously disclosed in our quarterly report on Form 10-Q for the three months ended June 27, 2003, filed on August 13, 2003, we determined that it was necessary to restate our financial statements for fiscal years 2000 through the fiscal quarter ended March 28, 2003, in order to correct the application of EITF 00-10 in those periods. As a result, at the time we filed our Current Report on Form 8-K/A (Amendment No. 1), we were unable to provide the pro forma financial information required by Item 7(b). We now provide such pro forma information required by Item 7(b). ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On July 29, 2003, we, together with our wholly owned subsidiary, Symons Corporation ("Symons"), completed the acquisition of substantially all of the fixed assets and rental fleet assets (the "Closing") of Safway Formwork, a subsidiary of Safway Services, Inc. ("Safway Services"), whose ultimate parent is ThyssenKrupp AG ("TK"), for a purchase price of $19,965,000. The asset purchase was made pursuant to the terms of the asset purchase agreement, dated as of June 30, 2003, as amended on July 15, 2003 and July 29, 2003 (the "Asset Purchase Agreement"), by and among us and Symons, and Safway Formwork and Safway Services. Prior to the acquisition, Safway Formwork primarily sold and rented concrete forming and shoring systems, principally European style products designed and manufactured by TK's affiliated European concrete forming and shoring business, to a national customer base. We intend to integrate the assets and operations of Safway Formwork into Symons' current concrete forming and shoring operations and expand our product offerings by advancing our plan to continue augmenting Symons' existing rental fleet with European clamping systems. The portion of the purchase price payable by note is subject to our set-off rights specified in the Asset Purchase Agreement for potential tax liabilities and other indemnification, and in the case of Symons and Safway Formwork, certain other post-closing adjustments. The purchase price, determined in arms-length negotiations, was comprised of $13,000,000 in cash and $6,965,000 representing the net present value of our non-interest bearing (other than in the case of a default) senior unsecured note payable to Safway Formwork. The note was issued at a discount, which is being accreted to the face value using the effective interest method and is reflected as interest expense. The first $250,000 installment payment was paid on September 30, 2003, and an additional $750,000 installment payment is due on December 31, 2003. Thereafter, annual payments of $1,000,000 are due on September 30 of each year from 2004 through 2008, with a final balloon payment of $6,000,000 due on December 31, 2008. For purposes of calculating the net present value of the senior unsecured note, we have assumed an interest rate of 14.5%. The $13,000,000 in cash was funded through the sale of our common shares valued at $13,000,000 to our majority shareholder, which is an affiliate of Odyssey Investment Partners, LLC. The acquisition has been accounted for as a purchase, and the results of Safway Formwork are included in our consolidated financial statements from the date of acquisition. The purchase price is being allocated based on the fair value of the assets acquired and liabilities assumed. The forgoing information is qualified in its entirety by the complete text of the Asset Purchase Agreement, which is incorporated herein by reference to Exhibits 2.1, 2.2, and 2.3. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (b) Pro Forma Financial Information. The following financial information is filed as Exhibit 99.2 and is incorporated herein by reference: Pro Forma Financial Information of Dayton Superior Corporation and Safway Formwork Systems, L.L.C. (i) Pro forma Statement of Operations for the year ended December 31, 2002 (ii) Pro forma Statement of Operations for the nine months ended September 26, 2003 (c) Exhibits. See Exhibit Index following Signature Page. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DAYTON SUPERIOR CORPORATION By: /s/ Edward J. Puisis ------------------------------------ Edward J. Puisis Vice President and Chief Financial Officer Date: December 10, 2003 EXHIBIT INDEX EXHIBIT NO. DOCUMENT DESCRIPTION 2.1* Asset Purchase Agreement, dated as of June 30, 2003, by and among Dayton Superior Corporation and Symons Corporation, and Safway Formwork Systems, L.L.C. and Safway Services, Inc. 2.2* Amendment One, dated as of July 15, 2003, to the Asset Purchase Agreement by and among Dayton Superior Corporation and Symons Corporation, and Safway Formwork Systems, L.L.C. and Safway Services, Inc. 2.3* Amendment Two, dated as of July 29, 2003, to the Asset Purchase Agreement by and among Dayton Superior Corporation and Symons Corporation, and Safway Formwork Systems, L.L.C. and Safway Services, Inc. 99.1* Financial Statements of Safway Formwork Systems, L.L.C. 99.2 Pro Forma Combined Financial Information of Dayton Superior Corporation and Safway Formwork Systems, L.L.C.. *Previously filed. EX-99.2 3 l04421aexv99w2.txt EX-99.2 PRO FORMA COMBINED FINANCIAL INFORMATION EXHIBIT 99.2 PRO FORMA COMBINED FINANCIAL INFORMATION The unaudited pro forma combined financial information is based upon the historical consolidated financial statements of us and Safway Formwork, adjusted to give effect to the acquisition. The unaudited pro forma combined statements of operations give effect to the acquisition as if it had occurred at the beginning of each period presented. The unaudited pro forma combined financial information does not give effect to any other transactions and does not purport to represent our results of operations had the acquisition in fact, occurred on such dates, or the results that can be expected for our company in the future. No benefits for costs expected to be eliminated under our ownership are included in the unaudited pro forma combined statements of operations. Certain evaluations included herein are preliminary estimates and are expected to change upon completion of appraisals and valuations. However, in the opinion of our management, the preliminary allocations are not expected to differ materially from the final allocations. The pro forma combined information should be read in conjunction with our historical consolidated financial statements and the notes thereto in our annual report for 2002 on Form 10-K/A. Unaudited Pro Forma Combined Statement of Operations For the Year Ended December 31, 2002 (In thousands)
Dayton Superior Corporation and Subsidiaries, for Safway Formwork the year ended Systems, L.L.C., Pro Forma December 31, for the year ended Adjustments 2002, as September 30, Related to the Pro Forma Reported 2002, as Reported Acquisition Combined ----------------- ------------------ -------------- ---------- Net sales ...................................... $ 398,737 $ 28,700 $ (1,482)(2) $ 425,955 Cost of sales .................................. 269,861 21,161 (1,221)(2) 283,330 38 (3) (6,509)(6) --------- --------- --------- --------- Gross profit ................................ 128,876 7,539 6,210 142,625 Selling, general and administrative expenses ... 91,221 9,865 (185)(3) 107,378 6,477 (6) Facility closing and severance expenses ........ 5,399 - - 5,399 Amortization of intangibles .................... 603 - - 603 --------- --------- --------- --------- Income (loss) from operations .............. 31,653 (2,326) (82) 29,245 Other expenses Interest expense ............................ 33,967 950 32(4) 34,949 Loss on disposals of property, plant, and equipment ................................... 1,115 - - 1,115 Other expense ................................. 80 30 32(6) 142 --------- --------- --------- --------- Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principle .............. (3,509) (3,306) (146) (6,961) Provision (benefit) for income taxes ........... (386) - (1,312)(5) (1,698) --------- --------- --------- --------- Income (loss) before cumulative effect of change in accounting principle .............. (3,123) (3,306) 1,166 (5,263) Cumulative effect of change in accounting principle, net of income tax benefit of $2,754 and $0, respectively ................ 17,140 8,886 - 26,026 --------- --------- --------- --------- Net income (loss) .............................. $ (20,263) $ (12,192) $ 1,166 $ (31,289) ========= ========= ========= =========
See accompanying footnotes. Unaudited Pro Forma Combined Statement of Operations For the Nine Fiscal Months Ended September 26, 2003 (In thousands)
Dayton Superior Corporation and Safway Formwork Subsidiaries, for Systems, L.L.C., the nine fiscal for the seven fiscal Pro Forma months ended months ended Adjustments September 26, 2003, April 30, Related to the Pro Forma as Reported 2003 (1) Acquisition Combined -------------------- -------------------- -------------- --------- Net sales ....................................... $ 278,496 $ 12,955 $ (235)(2) $ 291,092 (124)(6) Cost of sales ................................... 201,755 10,198 (185)(2) 208,412 143 (3) (3,499)(6) --------- --------- --------- --------- Gross profit ................................. 76,741 2,757 3,182 82,680 Selling, general and administrative expenses ..................................... 62,689 4,981 (84)(3) 71,077 3,491 (6) Facility closing and severance expenses ......... 1,243 - - 1,243 Amortization of intangibles .................... 443 - - 443 --------- --------- --------- --------- Income from operations ....................... 12,366 (2,224) (225) 9,917 Other expenses Interest expense ................................ 28,272 377 197(4) 28,846 Loss on early extinguishment of long-term debt... 2,480 - - 2,480 Other expense ................................... 164 102 (116)(6) 150 --------- --------- --------- --------- Income (loss) before provision (benefit) for income taxes ............................. (18,550) (2,703) (306) (21,559) Provision (benefit) for income taxes ............ (6,307) - (1,023)(5) (7,330) --------- --------- --------- --------- Net income (loss) ............................... $ (12,243) $ (2,703) $ 717 $ (14,229) ========= ========= ========= =========
See accompanying footnotes. NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS (1) Our consolidated statement of operations for the nine months ended September 26, 2003 include two months of Safway Formwork and is combined with Safway Formwork's statement of operations for the seven months ended April 30, 2003, the first seven months of Safway Formwork's fiscal year. (2) To record the impact on Net Sales and Cost of Sales from excluding the related assets that were not acquired. (3) To record depreciation expense on rental equipment and property, plant, and equipment to conform Safway Formwork to our depreciation policy. (4) To record an increase in interest expense on the senior unsecured note payable to Safway Formwork and a decrease in interest expense for the elimination of Safway Formwork's interest expense. (5) To adjust the provision (benefit) for income taxes to the appropriate effective tax rate. (6) To record a reclassification of Safway Formwork's expenses to conform to our classification. -----END PRIVACY-ENHANCED MESSAGE-----