-----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, FSGCLt/6ilHuVfd8wnt5lJVaK2vipYTOEXvVw36OnHtxMHwGMJPyj0TqlOXe7DhA 8z3CzKcUmZ0YKtHL6yypNA== 0001157523-03-001931.txt : 20030514 0001157523-03-001931.hdr.sgml : 20030514 20030514152305 ACCESSION NUMBER: 0001157523-03-001931 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030513 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030514 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: 03698773 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 a4396020.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): May 14, 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 9. REGULATION FD DISCLOSURE On May 13, 2003, Dayton Superior Corporation (the "Company") reports first quarter 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 May 13, 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: May 14, 2003 EX-99 3 a4396020ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Dayton Superior Reports First Quarter Results DAYTON, Ohio--(BUSINESS WIRE)--May 13, 2003--Dayton Superior today reported that sales for the first quarter 2003 were $68.2 million, a 13.1% decline from the first quarter 2002 sales of $78.5 million. The sales decrease is attributable to a slack economic environment that has led to a nationwide decline in non-residential and public works construction activity, compounded by an unusually severe winter which resulted in numerous construction delays. Gross margin for the first quarter of 2003 was 30.8% compared to 33.8% in the first quarter of 2002. This was due primarily to a combination of the fixed cost impact on a lower sales level, as well as modest pricing pressures. The decline in gross margins was partially offset by management's aggressive actions to cut SG&A expenses. These expenses declined by 15.8%, a significantly faster rate than the sales decline, resulting in a 90 basis point improvement in Dayton Superior's ratio of SG&A expenses to net sales. This ratio improved to 28.7% in the recent quarter from the 29.6% posted in the first quarter of 2002. Income from operations for the first quarter of 2003 was $0.9 million compared to $3.1 million in the first quarter of 2002. Operating income margin in the first quarter of 2003 was 1.3% versus 3.9% in the comparable period of 2002 due to the above mentioned factors. The Company's EBITDA margin (see definition and reconciliation to operating income following the last financial table in the accompanying tables) was substantially maintained during the quarter at 10.5% versus 10.6% in the year-earlier quarter, a solid achievement in view of the size of the sales decline. In absolute dollars, first quarter 2003 EBITDA (see definition and reconciliation to operating income following the last financial table in the accompanying tables) decreased by 13.7% to $7.2 million from the year-earlier first quarter EBITDA of $8.3 million. The Company reported a loss before cumulative effect of change in accounting principle in the first quarter of 2003 of $5.4 million, compared to a loss of $3.0 million for the same period in the prior year. Stephen R. Morrey, Dayton Superior's President and Chief Executive Officer said, "We continued to see a slowdown in construction activity in the first quarter of 2003, which negatively impacted our top line and our gross margins. However, we combated this by continuing to hold the line on our SG&A expenses. These actions helped us keep our EBITDA margins flat with prior year levels, despite the 13.1% decline in sales. We continue to take additional actions to aggressively trim our costs. I am proud of how our employees have continued to perform in a very challenging environment." The Company has scheduled a conference call at 11:00 a.m. EDT, Wednesday, May 14, 2003, to discuss the first quarter 2003 results. The conference call can be accessed by dialing 1-952-556-2804. A replay of the call will be available from 2:00 p.m. EDT on May 14, 2003 through 11:59 p.m. on May 21, 2003 by calling 1-800-615-3210 and entering reservation #135888. 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." (tables follow) Dayton Superior Corporation Summary Income Statement, Unaudited (in thousands) For the fiscal quarter ended: Mar. 28, 2003 Mar. 29, 2002 Net Sales $68,223 $78,502 Cost of Sales 47,223 51,985 Gross Profit 21,000 26,517 Gross Margin 30.8% 33.8% Selling, General & Administrative 19,561 23,228 Selling, General & Administrative % 28.7% 29.6% Facility Closing and Severance Expenses 395 121 Amortization of Intangibles 129 73 Operating Income 915 3,095 Operating Margin 1.3% 3.9% Interest Expense 8,061 8,006 Other Expense 41 105 Loss Before Income Taxes (7,187) (5,016) Pretax Margin (10.5%) (6.4%) Benefit for Income Taxes (1,797) (2,006) Effective Tax Rate 25.0% 40.0% Net Loss Before Cumulative Effect of Change in Accounting Principle (5,390) (3,010) Cumulative Effect of Change in Accounting Principle, Net of Income Tax Benefit of $2,754 - (17,140) Net Loss ($5,390) ($20,150) EBITDA(A) $7,172 $8,309 EBITDA Margin(A) 10.5% 10.6% (A) See definition and reconciliation to operating income following the last financial table Dayton Superior Corporation Segment Data, Unaudited (in thousands) For the fiscal quarter ended: Mar. 28, 2003 Mar. 29, 2002 Sales: Construction Products Group $47,381 $56,126 Symons 24,762 26,748 Intersegment Eliminations (3,920) (4,272) -------------- -------------- Net Sales $68,223 $78,502 Income from Operations: Construction Products Group $1,242 $4,069 Symons 4,900 4,026 Corporate (3,034) (3,015) Intersegment Eliminations (2,193) (1,985) -------------- -------------- Income from Operations $915 $3,095 Dayton Superior Corporation Supplementary Information, Unaudited % Change 2003 vs. 2002 First Quarter Results of Operations: Construction Products Group (15.6%) Symons (7.1%) Net Sales (13.1%) Gross Profit (20.8%) Selling, General & Administrative (15.8%) Facility Closing & Severance Expenses 226.4% Amortization of Intangibles 76.7% Operating Income (70.4%) EBITDA(A) (13.7%) (A) See definition and reconciliation to operating income following the last financial table Dayton Superior Corporation Summary Balance Sheet, Unaudited (in thousands) As of: Mar. 28, 2003 Dec. 31, 2002 Summary Balance Sheet: Cash $4,480 $2,404 Accounts Receivable, Net 54,841 61,165 Inventories 55,709 47,911 Other Current Assets 20,364 17,257 Total Current Assets 135,394 128,737 Rental Equipment, Net 70,089 63,160 Property & Equipment, Net 62,429 61,246 Goodwill & Other Assets 121,690 120,828 Total Assets $389,602 $373,971 Current Portion of Long-Term Debt $ 8,677 $ 6,991 Accounts Payable 29,398 25,667 Other Current Liabilities 29,804 30,328 Total Current Liabilities 67,879 62,986 Long-Term Debt 309,174 292,545 Other Long-Term Liabilities 21,930 22,681 Shareholders' Deficit (9,381) (4,241) Total Liabilities & Shareholders' Deficit $389,602 $373,971 Dayton Superior Corporation Summary Cash Flow Statement, Unaudited (in thousands) For the fiscal quarter ended: Mar. 28, 2003 Mar. 29, 2002 Net Loss ($5,390) ($20,150) Non-Cash Adjustments to Net Loss (1,092) 18,230 Changes in Assets and Liabilities (2,871) (13,441) Net Cash Used in Operating Activities (9,353) (15,361) Property, Plant and Equipment Additions, Net (2,511) (3,847) Rental Equipment Additions, Net (2,360) 1,571 Net Cash Used In Investing Activities (4,871) (2,276) Financing Activities 16,102 14,393 Other, Net 198 47 Net Increase (Decrease) in Cash $2,076 ($3,197) Dayton Superior Corporation Definitions and Reconciliation of Operating Income to EBITDA, Unaudited (in thousands) For the fiscal quarter ended: Mar. 28, 2003 Mar. 29, 2002 Operating Income $915 $3,095 Facility Closing and Severance Expenses 395 121 Depreciation Expense 5,733 5,020 Amortization of Goodwill and Intangibles 129 73 -------------- ------------- EBITDA $7,172 $8,309 Operating Income Margin: Income from Operations $915 $3,095 Net Sales 68,223 78,502 -------------- ------------- Operating Income Margin 1.3% 3.9% EBITDA Margin: EBITDA $7,172 $8,309 Net Sales 68,223 78,502 -------------- ------------- EBITDA Margin 10.5% 10.6% Note: EBITDA, as defined in our credit agreement and as we use it in this press release, is calculated as earnings before interest expense, benefit for income taxes, depreciation expense, amortization of intangibles, facility closing and severance expenses, and other expense. EBITDA margin, as we use it in this press release, is calculated as EBITDA divided by net sales. Dayton Superior believes that certain investors may find EBITDA to be a useful tool for measuring a company's ability to service its debt. EBITDA does not represent net cash flows from operating activities, as defined by U.S. generally accepted accounting principles, and is not a substitute for operating income as an indicator of operating performance or operating cash flows as a measure of liquidity. The way we calculate EBITDA may differ from that used by other companies and, therefore, comparability may be limited. CONTACT: Dayton Superior Corporation Alan F. McIlroy, 937/428-7172 Fax: 937/428-9115 -----END PRIVACY-ENHANCED MESSAGE-----