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.