-----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, FGkH9dQF+HhRK6kAu+rD4d1wBx1FMDKgmE+bvzfWmckyOf/rC0xXrYCYtxCONC0k UsmpWbQrdFaQ4kxBtUa6Rw== 0000950152-97-002948.txt : 19970418 0000950152-97-002948.hdr.sgml : 19970418 ACCESSION NUMBER: 0000950152-97-002948 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970328 FILED AS OF DATE: 19970417 SROS: NONE 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11781 FILM NUMBER: 97583070 BUSINESS ADDRESS: STREET 1: 721 RICHARD ST CITY: MIAMISBURG STATE: OH ZIP: 45342 BUSINESS PHONE: 5138660711 MAIL ADDRESS: STREET 1: 721 RICHARD ST CITY: MIAMISBURG STATE: OH ZIP: 45342 10-Q 1 DAYTON SUPERIOR 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED COMMISSION FILE NUMBER MARCH 28, 1997 1-11781 DAYTON SUPERIOR CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) OHIO 31-0676346 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 721 Richard Street Miamisburg, Ohio 45342 - --------------------------------- ----------------------- (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: 937-866-0711 ---------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by 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 ----- ----- 5,691,804 Shares of Common Stock were outstanding as of April 10, 1997 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
March 29, March 28, 1996 1997 ----------- ---------- (Unaudited) (Unaudited) (Amounts in thousands) ASSETS CURRENT ASSETS: Cash $ 103 $ 96 Accounts Receivable, net of allowance for doubtful accounts of $720 and $436 13,221 16,652 Inventories (Note 2) 14,664 18,912 Prepaid expenses 751 773 Prepaid income taxes 427 993 Future tax benefits 1,393 986 --------- --------- Total current assets 30,559 38,412 --------- --------- RENTAL EQUIPMENT, NET 1,541 2,385 --------- --------- PROPERTY, PLANT & EQUIPMENT: 28,205 32,793 Less accumulated depreciation (10,798) (13,993) --------- --------- Net property, plant & equipment 17,407 18,800 --------- --------- GOODWILL AND INTANGIBLE ASSETS, net of accumulated amortization (Note 2) 57,276 57,172 OTHER ASSETS 269 389 --------- --------- Total assets $ 107,052 $ 117,158 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt (Note 4) $ 32 $ 3,282 Accounts payable 9,796 11,620 Accrued compensation and benefits 2,705 3,551 Accrued liabilities 3,391 2,962 Accrued interest 1,845 373 --------- --------- Total current liabilities 17,769 21,788 LONG-TERM DEBT (Note 3) 56,777 37,216 DEFFERED INCOME TAXES 2,729 2,585 OTHER LONG-TERM LIABILITIES 2,693 2,180 --------- --------- Total liabilities 79,968 63,769 --------- --------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Class A Common Shares 17,483 32,997 Class B Common Shares 1,942 9,749 Cumulative foreign currency translation adjustment (139) (149) Excess pension liability (50) -- Retained earnings 7,929 10,792 Treasury shares, Class A Common, at cost (81) -- --------- --------- Total shareholders' equity 27,084 53,389 --------- --------- Total liabilities and shareholders' equity $ 107,052 $ 117,158 ========= =========
The accompanying notes to consolidated financial statements are an integral part of these consolidated statements 3 DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
Three Fiscal Months Ended ------------------------- March 29, March 28, 1996 1997 ----------- ----------- (Unaudited) (Unaudited) (Amounts in thousands, except share and per share amounts) NET SALES $ 23,615 $ 25,980 COST OF SALES 16,146 18,272 ----------- ----------- Gross profit 7,469 7,708 SELLING, GENERAL AND ADMINSTRATIVE EXPENSES 5,629 6,273 AMORTIZATION OF GOODWILL AND INTANGIBLES 406 457 ----------- ----------- Operating income 1,434 978 OTHER EXPENSES: Interest expense, net 1,585 686 Other, net 8 11 ----------- ----------- Income (loss) before income taxes (159) 281 PROVISION FOR INCOME TAXES 242 121 ----------- ----------- Net income (loss) $ (401) $ 160 =========== =========== Net income (loss) per share $ (0.12) $ 0.03 =========== =========== Weighted average common and common equivalent shares outstanding 3,333,389 5,899,325 =========== ===========
The accompanying notes to consolidated financial statements are an integral part of these consolidated statements 4 DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Quarters Ended March 29, 1996 and March 28, 1997
March 29, March 28, 1996 1997 ----------- ----------- (Unaudited) (Unaudited) (Amounts in thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) ($401) $ 160 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation 908 1,041 Amortization of goodwill and intangibles 406 457 Deferred income taxes (52) (109) Amortization of debt discount and deferred financing costs 70 41 Loss (gain) on sales of assets (2) -- Change in assets and liabilities, net of the effects of acquisition: Accounts receivable (1,497) (3,982) Inventories (2,272) (4,438) Rental equipment (394) (371) Accounts payable 1,753 3,713 Accrued liabilities (1,780) (910) Income tax payable 9 229 Accrued interest (218) 299 Other, net (182) (309) ------- ------- Net cash provided by/(used in) operating activities (3,652) (4,179) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Property, plant and equipment additions (667) (558) Proceeds from sales of assets 2 9 Other, net -- (6) Acquisition of the net assets of Ironco Manufacturing (Note 4) -- (1,098) ------- ------- Net cash provided by/(used in) investing activities (665) (1,653) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of long-term debt, net 3,777 5,729 ------- ------- Net cash provided by/(used in) financing activities 3,777 5,729 ------- ------- EFFECT OF EXCHANGE RATE CHANGES ON CASH -- (4) ------- ------- Net increase/(decrease) in cash (540) (107) CASH, beginning of period 643 203 ------- ------- CASH, end of period $ 103 $ 96 SUPPLEMENTAL CASH FLOW DISCLOSURES: Cash paid (refunded) for income taxes $ 248 ($1) Cash paid for interest 1,783 1,222 Issuance of common stock in conjunction with acquisition (Note 4) 346
The accompanying notes to consolidated financial statements are an integral part of these consolidated statements 5 DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 29, 1996 and March 28, 1997 (Amounts in thousands, except for share amounts) (Unaudited) (1) CONSOLIDATED FINANCIAL STATEMENTS The interim consolidated financial statements included herein have been prepared by the Company, without audit, and include, in the opinion of management, all adjustments necessary to state fairly the information set forth therein. Any such adjustments were of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these unaudited consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's annual financial statements for the year ended December 31, 1996. (2) ACCOUNTING POLICIES The interim consolidated financial statements have been prepared in accordance with the accounting policies described in the notes to the Company's consolidated financial statements for the year ended December 31, 1996. While management believes that the procedures followed in the preparation of interim financial information are reasonable, the accuracy of some estimated amounts is dependent upon facts that will exist or calculations that will be accomplished at year end. Examples of such estimates include changes in the LIFO reserve (based upon the Company's best estimate of inflation to date) and management bonuses. Any adjustments pursuant to such estimates during the fiscal quarter were of a normal recurring nature (a) Fiscal Quarter - The Company's fiscal quarters are defined as the periods ending on the last Friday in March, June and September. (b) Inventories - Substantially all finished products and raw materials are stated at the lower of last in, first out (LIFO) cost or market (which approximates current cost). Following is a summary of the components of inventories as of March 29, 1996 and March 28, 1997:
March 29, March 28, 1996 1997 ------- ------- Raw materials.................. $ 2,996 $ 5,166 Finished goods................. 11,668 13,746 ------- ------- 14,664 18,912 LIFO reserve................... -- -- ------- ------- $14,664 $18,912 ======= =======
(3) CREDIT ARRANGEMENTS On June 17, 1996, the Company entered into an Amended Credit Facility (as so amended, the "Amended Credit Facility") with Bank One, Dayton, NA and Bank of America Illinois (collectively, the "Banks"). The Amended Credit Facility provided for a Term Loan and a Revolving Credit Facility, each of which will be secured by substantially all the assets of the Company. At March 28, 1997, $32,858 was available under the Revolving Credit 6 Facility, of which $28,863 was outstanding at a weighted average interest rate of 7.0%. Average borrowings under the Revolving Credit Facility and its predecessors were $24,944 and $14,959 during the three fiscal months ended March 28, 1997 and March 29, 1996, respectively, at an approximate weighted average interest rate of 7.3% and 8.8%, respectively. The maximum borrowings outstanding during the three fiscal months ended March 28, 1997 and March 29, 1996, was $28,963 and $17,240, respectively. Following is a summary of the Company's long-term debt as of March 29, 1996 and March 28, 1997:
March 29, March 28, 1996 1997 -------- -------- Revolving lines of credit $ 17,070 $ 28,863 Term Loan, bearing a weighted average -- 11,375 interest rate of 7.43% City of Parsons, KS Economic Development Loan 294 260 Unsecured Senior Promissory notes, prepaid during 1996 (Note 4) 40,000 -- Unamortized debt discount (555) -- -------- -------- Total long-term debt 56,809 40,498 Less current portion (32) (3,282) -------- -------- Long-term portion $ 56,777 $ 37,216 ======== ========
(4) ACQUISITION OF THE NET ASSETS OF IRONCO MANUFACTURING CO., INC. AND BIRMINGHAM BAR COATING INC. On February, 21, 1997, the Company acquired certain of the assets and assumed certain of the liabilities of Ironco Manufacturing Co., Inc. and Birmingham Bar Coating Inc., privately held concrete paving products manufacturers. The purchase price, including acquisition related costs of $19, is $1,438 and was paid in cash of $1,092 and 26,254 Class A Common Shares. The acquisition has been accounted for as a purchase. The cost of the acquisition was funded through draws under the Revolving Credit Facility. This purchase price has been allocated on the basis of the agreed upon fair value of the assets acquired and liabilities assumed. (5) ACQUISITION OF THE NET ASSETS OF STEEL STRUCTURES, INC. On April 29, 1996, the Company purchased, certain of the assets and assumed certain of the liabilities of Steel Structures, Inc., a privately held regional concrete paving products manufacturer based in Kankakee, IL. Steel Structures was an epoxy coater and fabricator of paving products and, prior to the acquisition, was both a major supplier of epoxy coating to the Company and competitor in its concrete paving product line. Certain of the Company's existing paving manufacturing equipment has been relocated from another plant to the former Steel Structures facility in Kankakee. The acquisition is being operated by the Company under the name American Highway Technology. As of March 28, 1997, the Company has paid $4,845 of the $5,601 purchase price with the balance due by April 1998. The acquisition has been accounted for as a purchase and the results of American Highway Technology have been included in the accompanying consolidated financial statements since the date of acquisition. The cost of the acquisition was funded through draws under the Revolving Credit Facility. This purchase price has been allocated on the basis of appraised fair value of the assets acquired of $6,113, including goodwill of $1,374 and liabilities assumed of $512. Certain evaluations are preliminary estimates and may change. In the opinion of management, the preliminary allocation of the purchase price is not expected to differ 7 materially from the final allocation. (6) PUBLIC OFFERING OF COMPANY SHARES On June 20 ,1996, the Company completed an initial public offering of Company 1,974,750 shares of Class A Common Shares and received proceeds of $22,654, net of expenses. On July 16, 1996, the underwriters of the Company's initial public offering of Class A Common Shares exercised a portion of their over-allotment option pursuant to which the Company issued 56,200 shares of Class A Common Shares and Ripplewood Holdings LLC converted 56,200 shares of its Class B Common Shares into Class A Common Shares and sold those shares. The Company's proceeds of $683 from the issuance of those shares were used to reduce the outstanding balance of the Revolving Credit Facility. (7) STOCK OPTION PLANS The Company has three stock option plans all of which provide for an option exercise price equal to the stock's market price on the date of grant and all of which are accounted for under APB Opinion No. 25, under which no compensation costs has been recognized. Had compensation cost for these plans been determined with Statement of Financial Accounting Standards No.123, "Accounting for Stock-Based Compensation" ("SFAS 123"), the Company's net income and earnings per share for the three fiscal months of 1996 and 1997 would have been reduced to the following pro forma amounts:
March 29, March 28, 1996 1997 --------- --------- Net Income/(loss) As Reported $(401) $160 Pro Forma (406) 150 Income/(loss) per share As Reported $(0.12) $0.03 Pro Forma (0.12) 0.02
Because the SFAS 123 method of accounting has not been applied to options granted prior to January 1, 1995, the resulting pro forma compensation cost may not be representative of that to be expected in future years. (8) RECENT ACCOUNTING PRONOUNCEMENTS In February 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 128 "Earnings per Share." This standard is effective for both interim and annual periods ending after December 15, 1997. If the earnings per share were calculated in accordance with SFAS 128, the Company's income (loss) per share would be as follows:
March 29, March 28, 1996 1997 --------- --------- Basic $(0.12) $0.03 Diluted (0.12) 0.03
8 ITEM 7. - ------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - -------------------------------------------------------------------------- OPERATION - --------- OVERVIEW Dayton Superior's record first quarter 1997 net sales of $26.0 million were 10.2% higher than net sales in the first quarter of 1996. The Company's sales by major product category during the last two years were:
DOLLARS IN MILLIONS MARCH 28, 1997 MARCH 29, 1996 - ------------------- -------------- -------------- Concrete Products $ 17.3 $15.5 Paving Products 3.6 3.1 Masonry Products 5.1 5.0 --- --- Net Sales $26.0 $23.6 ===== =====
Net sales of concrete products increased by $1.8 million, or 11.4%, to $17.3 million in the first quarter of 1997 due to strong market demand especially in the rental and tilt-up markets. Paving products increased $0.5 million, or 15.2%, to $3.6 million in the first quarter of 1997 due to higher than expected customer demand. Masonry products increased slightly in the first quarter compared to last year, with a 2.5% increase. The masonry product market is currently very price competitive, particularly in the hot dipped and galvanized markets. Income before taxes was $0.3 million in the first quarter of 1997 compared with a loss of $0.2 million in 1996. Interest expense decreased by $0.9 million, or 56.7% in the first quarter of 1997 from the same period last year. Net income for the first quarter of 1997 was $0.2 million or $0.03 per share, compared to a loss of $0.4 million or $0.12 per share in the first quarter of 1996. IMPLEMENTATION OF BUSINESS STRATEGY To strengthen its' position in concrete paving products, in February 1997, the Company acquired the principal assets of Ironco Manufacturing Co., Inc. and Birmingham Bar Coating, Inc. These operations will remain in Birmingham, AL and be operated as Ironco Manufacturing, as part of the American Highway Technology division. A December 1996 investment gave the Company a growing position in a new Formliner product line. The Company invested in Spec Formliners, Inc., a start-up manufacturer of Formliner products, which manufactures products for Dayton Superior as well as other customers. The Company now markets a wide range of Formliner products under the Dayton Superior(R) name. 9 RESULTS OF OPERATIONS The following table summarizes the Company's results of operations as a percentage of net sales.
MARCH 28, MARCH 29, 1997 1996 --------- --------- Net sales 100.0 100.0 Cost of goods sold 70.3 68.4 ----- ----- Gross profit 29.7 31.6 Selling, general and administrative expenses 24.1 23.8 Amortization of goodwill and intangibles 1.8 1.7 Interest expense, net 2.7 6.8 Other, net - - ----- ----- Income (loss) before income taxes 1.1 (0.7) Provision for income taxes 0.5 1.0 ----- ----- Net income/(loss) 0.6 (1.7) ===== =====
- ------------------------------ COMPARISON OF THREE FISCAL MONTHS ENDED MARCH 28, 1997 AND MARCH 29, 1996 NET SALES Net sales increased $2.4 million, or 10.0% from $23.6 million in the first quarter of 1996 to $26.0 million in the first quarter of 1997. Sales of concrete products increased by 11.4% from $15.5 million in the first quarter of 1996 to $17.3 million in the first quarter of 1997, due to strong performance in our rental and tilt-up product lines, and, to a lesser extent, new product sales. Paving products increased $0.5 million, or 15.2% from the first quarter of 1996 to the first quarter of 1997. Strong demand from customers drove a portion of the increase. Net sales of masonry products increased $0.1 million, to $5.1 million in the first quarter of 1997 compared to the first quarter 1996 levels. Competition is strong in the hot dipped and mill galvanized product market. GROSS PROFIT Gross profit for the first quarter of 1997 was $7.7 million, a 3.2% increase over $7.5 million from the first quarter of 1996. As a percent of net sales, gross margin was 29.7% in the first quarter of this year, down slightly from 31.6% last year. The decrease in gross margin percentage was caused by three primary factors: competitive pricing on masonry products, a higher mix of paving products, which traditionally command a lower margin than concrete accessories, and unfavorable raw material costs, which will be reflected in subsequent pricing decisions. OPERATING EXPENSES SG&A expenses (excluding the amortization of goodwill and intangibles) were up as a percent of sales from 23.8% in the first three months of last year, to 24.1% in the first three months of this year. SG&A expenses increased $0.7 million, or 11.4% from $5.6 million in the first quarter 1996, to $6.3 million in the first quarter 1997. The increase resulted from incurring costs associated with being a publicly owned company and to 10 build and strengthen the new division-American Highway Technology. American Highway Technology locations in Kankakee, IL and Birmingham, AL were added in April 1996 and February 1997. INTEREST AND OTHER EXPENSES Interest expense decreased $0.9 million from $1.6 million in the first quarter 1996, to $0.7 million in the first quarter 1997. The Company used the proceeds from its initial public offering in June 1996 to reduce debt levels and to negotiate favorable interest rates. NET INCOME Income before income taxes increased $0.5 million to $0.3 million in the first quarter 1997 compared to a $0.2 million loss in the first quarter 1996. Provision for income taxes was $0.2 million in the first quarter of 1996 and $0.1 in the first quarter of 1997. In the first quarter of 1996, the provision for taxes reflected non-deductible goodwill amortization and a net operating loss in Canada on which no tax carryback was available. The 1997 tax provision reflects an annualized effective rate. Net income in the first quarter of 1997 was $0.2 million or $0.03 per share compared to a loss of $0.4 million or $0.12 per share in the first quarter 1996. LIQUIDITY AND CAPITAL RESOURCES The Company's capital requirements relate primarily to capital expenditures, debt service and the cost of acquisitions. Historically, the Company's primary sources of financing have been cash from operations, borrowings under its revolving line of credit and the issuance of long-term debt and equity. Net cash used in operating activities in the first quarter of 1997 was $4.2 million. Net income before non-cash charges of depreciation, amortization and deferred taxes provided $1.7 million of operating cash flow. Working capital growth used $5.7 million of operating cash flow. Significant working capital uses included seasonal increases in accounts receivable and inventory of $4.0 million and $4.4 million, net of acquisitions, respectively. Accounts payable grew by $3.7 million in the first quarter of 1997 due primarily to normal seasonal expansion and to a lesser degree to the timing of strategic raw material purchases late in the first quarter. Net cash generated from draws on the line of credit funded the seasonal increases in operating activities, investments in property, plant and equipment, the acquisition of the principal assets of Ironco Manufacturing Co., Inc., and Birmingham Bar Coating Inc. and the scheduled term loan repayments. At March 28, 1997, working capital was $16.6 million, compared to $12.8 million at March 29, 1996. The growth in working capital is primarily attributable to acquisitions and growth in the base business. In June 1996, the Company entered into an Amended Credit Facility to provide for term 11 loans to the Company and Dur-O-Wal (together, the "Term Loan") and revolving credit facilities for the Company and Dur-O-Wal (together, the "Revolving Credit Facility"), each of which is secured by substantially all the assets of the Company and Dur-O-Wal. At March 28, 1997, $32.9 million of the $37.0 million Revolving Credit Facility was available, of which $28.9 million of borrowings were outstanding. The Term Loan had an outstanding balance at March 28, 1997 of $11.4 million. At March 28, 1997, the Company had $40.5 million of long-term debt outstanding, of which $3.3 million was current. Net borrowings during the first quarter of 1997 were $5.7 million. The Company's debt to total capitalization ratio decreased from 67.7% in March 1996 to 41.1% in March 1997 primarily as a result of the initial public offering and loan repayments. The Company invested $0.6 million in property, plant and equipment additions during the first three months of 1997. Significant investments were made in equipment to further improve efficiencies and expand capacity in the concrete paving product line and masonry accessory product line. On February 21, 1997, the Company acquired certain of the assets of Ironco Manufacturing Co., Inc. and Birmingham Bar Coating Inc., privately held concrete paving products manufacturers. The purchase price, including acquisition related costs, is $1.4 million and was paid in cash and Class A Common Shares. The acquisition was accounted for as a purchase. The cost of the acquisition was funded through draws under the Revolving Credit Facility. The purchase price was allocated on the basis of the agreed upon fair value of the assets acquired and liabilities assumed. The Company believes its liquidity, capital resources and cash flows from operations are sufficient to fund planned capital expenditures, working capital requirements and debt service in absence of additional acquisitions. The Company intends to fund future acquisitions with cash, securities or a combination of cash and securities. To the extent the Company uses cash for all or part of any such acquisitions, it expects to raise such cash primarily from cash generated from operations, borrowings under the Amended Credit Facility or, if feasible and attractive, issuances of long-term debt or additional Class A Common Shares. SEASONALITY The Company's operations are seasonal in nature with approximately 60% of sales historically occurring in the second and third quarters. Working capital and borrowings fluctuate with sales volume. Historically more than 50% of cash flow from operations is generated in the fourth quarter. INFLATION The Company does not believe inflation had a significant impact on its operations over the past three years. In the past, the Company has been able to pass along all or a portion of the effects of steel price increases. There can be no assurance the Company will be able to continue to pass on the cost of such increases in the future. 12 RECENTLY ISSUED ACCOUNTING STANDARDS In October 1996, the American Institute of Certified Public Accounts issued Statement of Position 96-1, "Environmental Remediation Liabilities" ("SOP 96-1"). As described in footnote 2(f) of the consolidated financial statements, the Company adopted the provisions of SOP 96-1 on January 1,1997. The adoption did not have a material impact on the Company's financial position or results of operations. In February 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 128 "Earnings per Share." This standard is effective for both interim and annual periods ending after December 15, 1997. If the earnings per share were calculated in accordance with SFAS 128, the Company's income (loss) per share would be unchanged. FORWARD-LOOKING STATEMENTS This Form 10-Q includes, and future filings by the Company on Form 10-K, Form 10-Q and Form 8-K and future oral and written statements by the Company and its management may include, certain forward-looking statements, including (without limitation) statements with respect to anticipated future operating and financial performance, growth opportunities and growth rates, acquisition and divestitive opportunities and other similar forecasts and statements of expectation. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Forward-looking statements by the Company and its management are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. The Company disclaims any obligation to update or revise any forward-looking statement based on the occurrence of future events, the receipt of new information, or otherwise. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements made by the Company and its management as the result of a number of important factors. Representative examples of these factors include (without limitation) the cyclical nature of nonresidential building and infrastructure construction activity, which can be affected by factors outside the Company's control such as the general economy, governmental expenditures and changes in banking and tax laws; the Company's ability to successfully identify, finance, complete and integrate acquisition; the mix of products sold by the Company; the Company's ability to successfully develop and introduce new products; increases in the price of steel (the principal raw material in the Company's products) and the Company's ability to pass along such price increases to its customers; and the seasonality of the construction industry. In addition to these factors, actual future performance, outcomes and results may differ materially because of other, more general, factors including (without limitation) general industry and market conditions and growth rates, domestic economic conditions, governmental and public policy changes and the continued availability of financing in the amounts, at the terms and on the conditions necessary to support the Company's future business. 13 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 thereunto duly authorized. DAYTON SUPERIOR CORPORATION --------------------------- DATE: April 17, 1997 BY: /s/Vinod M. Khilnani -------------------- ------------------------------- Vinod M. Khilnani Vice President and Chief Financial Officer (Principal Financial Officer) /s/Richard L. Braswell ------------------------------- Richard L. Braswell Vice President Finance and Treasurer (Principal Accounting Officer) 14 INDEX TO EXHIBITS ----------------- (11) Statement Re: Computation of Earnings Per Share: 11.1 Computation of Earnings Per Share............. * (27) Financial Data Schedule................................ * - ------------------- "*" Indicates the Exhibit is filed with this Report. EX-11 2 EXHIBIT 11 1 DAYTON SUPERIOR CORPORATION EXHIBIT 11 - COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE (Amounts in thousands, except share and per share amounts)
Three Fiscal Months Ended ----------------------------- March 29, March 28, 1996 1997 ----------------------------- (Unaudited) (Unaudited) Weighted average number of common shares outstanding during the period 3,288,000 5,676,414 Common equivalent shares outstanding (a) 45,389 222,911 Weighted average common and common ----------------------------- equivalent shares outstanding 3,333,389 5,899,325 ============================= Net income (loss) (401) 160 ============================= ============================= Net income (loss) per share ($0.12) $0.03 =============================
Fully diluted earnings per share are not significantly different from primary earnings per share. - ------------- Notes: (a) Common equivalent shares are shares issuable upon the exercise of stock options and warrants, less the shares that could be purchased with the proceeds from the exercise of the options and warrants, based on the company's initial public offering price of $13.00 for 1996 and the company's average trading price for 1997. EX-27 3 EXHIBIT 27
5 0000854709 DAYTON SUPERIOR CORPORATION 1,000 U.S. DOLLAR 3-MOS DEC-31-1997 JAN-01-1997 MAR-28-1997 1 96 0 16,652 436 18,912 38,412 32,793 13,993 117,158 21,788 37,216 42,746 0 0 10,643 117,158 25,980 25,980 18,272 18,272 6,741 (15) 686 281 121 160 0 0 0 160 0.03 0.03
-----END PRIVACY-ENHANCED MESSAGE-----