-----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, U1v8rrvtjUh4EWlM3MgVJ1XCS/LDj4HRNJ67eY977PRmmbOMaEoEAQhJEUmvtB4P puIOwHM3WXAqgd/o1RqBvQ== 0001157523-03-000478.txt : 20030226 0001157523-03-000478.hdr.sgml : 20030226 20030226164714 ACCESSION NUMBER: 0001157523-03-000478 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030226 ITEM INFORMATION: Other events FILED AS OF DATE: 20030226 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11781 FILM NUMBER: 03581348 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 1 a4346461.txt DAYTON SUPERIOR 8-K 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): February 26, 2003 Commission File No. 1-11781 DAYTON SUPERIOR CORPORATION (Exact name of registrant as specified in its charter) Ohio 31-0676346 ------------------------------- --------------------------------- (State or other jurisdiction (IRS Employer Identification No.) of Incorporation) 7777 Washington Village Dr., Suite 130 Dayton, Ohio 45459 (Address of principal executive offices) Registrant's telephone number, including area code: (937) 428-6360 ITEM 5. OTHER EVENTS. On February 26, 2003, Dayton Superior Corporation (the "Company") reports fourth quarter and full year results. The following press release has been filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference: Press Release of the Company dated February 26, 2003. 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/Alan F. McIlroy -------------------- Name: Alan F. McIlroy Title: Vice President and Chief Financial Officer Date: February 26, 2003 Dayton Superior Reports Fourth Quarter and Full Year Results DAYTON, Ohio--(BUSINESS WIRE)--Feb. 26, 2003--Dayton Superior today reported sales for calendar year 2002 and the fourth quarter of the year. Sales for all of 2002 were $378.3 million, 3.9% lower than 2001 sales of $393.7 million. The sales decrease is attributable to the adverse impact of the economic slowdown on construction activity. Gross margin for all of 2002 was 34.1% compared to 35.4% in 2001. This was due to a variety of factors, including lower sales volume, pricing pressures and a change in product mix. Selling, General and Administrative expenses totaled 24.1%, a 70 basis point improvement over the 24.8% posted in 2001 due primarily to cost saving actions taken in 2002. Operating margins increased with the 2002 operating margin at 8.4% compared with the year earlier operating margin of 7.7%. For the year, EBITDA (see definition and reconciliation to operating income on page 7 of the accompanying tables) decreased by 2.5% to $58.5 million from calendar 2001 EBITDA of $60.0 million. For the full year 2002, the loss before cumulative effect of change in accounting principle was $3.1 million, compared to $3.5 million for the prior year. Sales in the fourth quarter of 2002 were $88.0 million, a decrease of 2.2% from sales of $90.0 million in the fourth quarter of 2001. Sales declined as the economic slowdown adversely impacted construction activity in the quarter. Gross margin for the most recent quarter was 33.1% compared to 36.1% for the same period in 2001 while SG&A expenses increased as a percent of net sales to 27.1% from 26.4% the previous year. Dayton Superior's operating margins were 2.8% for the recent quarter, compared with the year earlier operating margin of 5.7%. For the recent quarter, EBITDA declined by 10.8% to $11.1 million from the year earlier fourth quarter EBITDA of $12.4 million. The net loss for the fourth quarter 2002 was $5.6 million versus a net loss in the prior year fourth quarter of $2.1 million. Stephen R. Morrey, Dayton Superior's President and Chief Executive Officer said, "The results for 2002 reflect the impact of a continued slow construction market. I am pleased by the response of our organization to these tough conditions. We limited the decline in gross margin to 130 basis points, and offset more than half of the gross margin decline by cutting our SG&A expenses by 70 basis points. We continue to take actions to aggressively trim our costs. I am proud of how our employees have performed in a very challenging environment." The Company has scheduled a conference call at 2:00 p.m. ET, Thursday, February 27, 2003, to discuss the 2002 results. The conference call can be accessed by dialing 1-952-556-2804. A replay of the call will be available from 5:00 p.m. ET on February 27, 2003 through 11:59 p.m. on March 6, 2003 by calling 1-800-615-3210 and entering reservation #6404086. Dayton Superior Corporation, with annual revenues of $378 million, is the largest North American manufacturer and distributor of metal accessories and forms used in concrete construction and metal accessories used in masonry construction and has an expanding construction chemicals business. The Company's products, which are marketed under the Dayton Superior(R), Dayton/Richmond(R), Symons(R), American Highway Technology(R) and Dur-O-Wal(R) names, among others, are used primarily in two segments of the construction industry: non-residential buildings and infrastructure construction projects. "Certain statements made herein concerning anticipated future performance are forward-looking statements. These forward-looking statements are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a 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 Dayton Superior's control, such as the general economy, governmental expenditures and changes in banking and tax laws; Dayton Superior's ability to successfully integrate acquisitions on a timely basis; the seasonality of the construction industry; and the amount of debt Dayton Superior must service. This list of factors is not intended to be exhaustive, and additional information concerning relevant risk factors can be found in Dayton Superior's Registration Statement on Form S-4, Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission." Dayton Superior Corporation Summary Income Statement, Unaudited (in thousands) For the fiscal quarter ended: Dec. 31, 2002 Dec. 31, 2001 Net Sales $87,991 $89,953 Cost of Sales 58,842 57,497 Gross Profit 29,149 32,456 Gross Margin 33.1% 36.1% Selling, General & Administrative 23,856 23,734 Selling, General & Administrative % 27.1% 26.4% Facility Closing and Severance Expenses 2,540 2,702 Amortization of Intangibles 302 936 Operating Income 2,451 5,084 Operating Margin 2.8% 5.7% Interest Expense 9,086 8,333 Loss on Disposals of Property, Plant and Equipment 949 -- Other Expense 37 2 Loss Before Income Taxes (7,621) (3,251) Pretax Margin (8.7%) (3.6%) Benefit for Income Taxes (2,031) (1,123) Effective Tax Rate 26.7% 34.5% Net Loss ($5,590) ($2,128) EBITDA (a) $11,054 $12,390 (a) See definition and reconciliation to operating income after the last financial table. Dayton Superior Corporation Summary Income Statement, Unaudited (in thousands) For the year ended: Dec. 31, 2002 Dec. 31, 2001 Net Sales $378,284 $393,700 Cost of Sales 249,408 254,430 Gross Profit 128,876 139,270 Gross Margin 34.1% 35.4% Selling, General & Administrative 91,221 97,532 Selling, General & Administrative % 24.1% 24.8% Facility Closing and Severance Expenses 5,399 7,360 Amortization of Intangibles 603 3,912 Operating Income 31,653 30,466 Operating Margin 8.4% 7.7% Interest Expense 33,967 35,024 Loss on Disposals of Property, Plant and Equipment 1,115 -- Other Expense 80 95 Loss Before Income Taxes (3,509) (4,653) Pretax Margin (0.9%) (1.2%) Benefit for Income Taxes (386) (1,179) Effective Tax Rate 11.0% 25.3% Loss Before Cumulative Effect of Change in Accounting Principle (3,123) (3,474) Cumulative Effect of Change in Accounting Principle, Net of Income Tax Benefit of $2,754 (17,140) -- Net Loss ($20,263) ($3,474) EBITDA (a) $58,505 $60,028 (a) See definition and reconciliation to operating income after the last financial table. Dayton Superior Corporation Segment Data, Unaudited (in thousands) For the fiscal quarter ended: Dec. 31, 2002 Dec. 31, 2001 Sales: Concrete Accessories $46,820 $49,055 Concrete Forming Systems 33,564 35,345 Paving Products 10,621 8,561 Intercompany Eliminations (3,014) (3,008) ------------- ------------- Net Sales $87,991 $89,953 For the year ended: Dec. 31, 2002 Dec. 31, 2001 Sales: Concrete Accessories $209,799 $223,919 Concrete Forming Systems 126,941 133,530 Paving Products 57,123 51,378 Intercompany Eliminations (15,579) (15,127) --------------- -------------- Net Sales $378,284 $393,700 Dayton Superior Corporation Supplementary Information, Unaudited % Change 2002 vs. 2001 Fourth Quarter Full Year Results of Operations: Concrete Accessories (4.6%) (6.3%) Concrete Forming Systems (5.0%) (4.9%) Paving Products 24.1% 11.2% Net Sales (2.2%) (3.9%) Gross Profit (10.2%) (7.5%) Selling, General & Administrative 0.5% (6.5%) Facility Closing & Severance Expenses (6.0%) (26.6%) Amortization of Intangibles (67.7%) (84.6%) Operating Income (51.8%) 3.9% EBITDA (a) (10.8%) (2.5%) (a) See definition and reconciliation to operating income after the last financial table. Dayton Superior Corporation Summary Balance Sheet, Unaudited (in thousands) As of: Dec. 31, 2002 Dec. 31, 2001 Summary Balance Sheet: Cash $2,404 $4,989 Accounts Receivable, Net 61,165 51,628 Inventories 47,911 47,900 Other Current Assets 17,257 18,824 Total Current Assets 128,737 123,341 Rental Equipment, Net 63,160 71,323 Property & Equipment, Net 61,246 60,121 Goodwill & Other Assets 120,828 142,058 Total Assets $373,971 $396,843 Current Portion of Long-Term Debt $ 6,991 $ 5,001 Accounts Payable 25,667 27,340 Other Current Liabilities 30,328 34,057 Total Current Liabilities 62,986 66,398 Long-Term Debt 292,545 286,945 Other Long-Term Liabilities 21,462 26,779 Shareholders' Equity (Deficit) (3,022) 16,721 Total Liabilities & Shareholders' Equity (Deficit) $373,971 $396,843 Dayton Superior Corporation Summary Cash Flow Statement, Unaudited (in thousands) For the year ended: Dec. 31, 2002 Dec. 31, 2001 Net Loss ($20,263) ($3,474) Non-Cash Adjustments to Net Loss 22,017 7,297 Changes in Assets and Liabilities, Net of the Effects of Acquisitions (19,004) 4,400 Net Cash Provided By (Used In) Operating Activities (17,250) 8,223 Property, Plant and Equipment Additions, Net (9,267) (9,755) Rental Equipment Additions, Net 17,230 (3,191) Acquisitions, Net of Refunds of Purchase Price on Acquisitions -- (40,707) Net Cash Provided By (Used In) Investing Activities 7,963 (53,653) Financing Activities 6,595 48,834 Other, Net 107 (197) Net Increase (Decrease) in Cash ($2,585) $3,207 EBITDA (a) $58,505 $60,028 (a) See definition and reconciliation to operating income after the last financial table. Dayton Superior Corporation Reconciliation of Operating Income to EBITDA, Unaudited (in thousands) For the fiscal quarter ended: Dec. 31, 2002 Dec. 31, 2001 Operating Income $2,451 $5,084 Facility Closing and Severance Expenses 2,540 2,702 Depreciation Expense 5,761 3,668 Amortization of Goodwill and Intangibles 302 936 ------------- ------------- EBITDA $11,054 $12,390 For the year ended: Dec. 31, 2002 Dec. 31, 2001 Operating Income $31,653 $30,466 Facility Closing and Severance Expenses 5,399 7,360 Depreciation Expense 20,850 18,290 Amortization of Goodwill and Intangibles 603 3,912 ------------- -------------- EBITDA $58,505 $60,028 Note: EBITDA, as defined in our credit agreement, is calculated as earnings before interest expense, benefit for income taxes, depreciation expense, amortization of goodwill and intangibles, facility closing and severance expenses, loss on disposals of property, plant and equipment, and other expense. CONTACT: Dayton Superior Corporation Alan F. McIlroy, 937/428-7170 Fax: 937/428-9115 -----END PRIVACY-ENHANCED MESSAGE-----