-----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, UX5uHoARa187jTG8YizgojFE7o70T0ELF5zhZus8XXdwML/OykyUmPo8FRvzSiMS Rz1ZJSniVuRvsy+3369sdw== 0001157523-04-001823.txt : 20040226 0001157523-04-001823.hdr.sgml : 20040226 20040226101820 ACCESSION NUMBER: 0001157523-04-001823 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040225 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040226 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: 04629190 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 a4581569.txt DAYTON SUPERIOR 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 25, 2004 Commission File No. 1-11781 DAYTON SUPERIOR CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-0676346 ------------------------------- --------------------------------- (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 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following is furnished as an exhibit to this Form 8-K pursuant to Item 601 of Regulation S-K: 99.1 Press release of the Company dated February 25, 2004 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 25, 2004, Dayton Superior Corporation issued a press release containing summary financial results for the fourth quarter of 2003 and the full year ended December 31, 2003. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference: 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 ------------------------- Name: Edward J. Puisis Title: Vice President and Chief Financial Officer Date: February 25, 2004 EX-99.1 3 a4581569ex99.txt PRESS RELEASE Exhibit 99.1 Dayton Superior Reports Fourth Quarter and Full Year Results DAYTON, Ohio--(BUSINESS WIRE)--Feb. 25, 2004--Dayton Superior Corporation reported today that sales for the fourth quarter of 2003 totaled $99.4 million, a 6.6% increase from year earlier fourth quarter sales of $93.2 million. The increase in sales was primarily due to the July 2003 acquisition of Safway Formwork Systems, which contributed $6.8 million. Gross margin for the fourth quarter of 2003 was 27.7% of sales as compared to 31.3% of sales in the fourth quarter of 2002. This was primarily due to higher operating expenses, such as rental depreciation from the acquisition of Safway, steel, and insurance. Lower used rental equipment sales also contributed to the decrease in gross margin as a percent of sales. SG&A increased to $24.3 million in the recent quarter from $23.9 million in the fourth quarter of 2002, primarily due to the acquisition of Safway. Excluding the acquisition of Safway, which added $2.4 million of SG&A costs, SG&A costs would have declined $2.0 million in the quarter as a result of the Company's cost savings initiatives. Income from operations in the recent quarter totaled $1.6 million versus $2.5 million in the fourth quarter of 2002. The Company reported a net loss of $4.9 million in the fourth quarter of 2003, versus a net loss of $5.6 million in the fourth quarter of 2002. Sales for the entire year of 2003 totaled $377.9 million, versus $398.7 million in 2002. Safway contributed $9.6 million in sales for the year. Gross margins declined to 27.6% of sales for 2003 versus 32.3% of sales in 2002 due to higher operating expenses, such as depreciation, steel, and insurance. SG&A expenses for the entire year declined over $4.0 million, despite adding over $3.0 million in SG&A for Safway, as management continued its efforts to minimize costs. For 2003, Dayton Superior had an operating income of $14.0 million versus $31.7 million in 2002. The Company reported a net loss of $17.1 million for 2003 versus the net loss of $20.3 million reported in 2002. Included in the 2003 loss was a $2.5 million loss on early extinguishment of long-term debt. Included in the 2002 loss was a goodwill write-down of $17.1 million after taxes. Stephen R. Morrey, Dayton Superior's President and Chief Executive Officer said, "While there are some signs that the market for product sales appears to be near the bottom, we expect that the first half of 2004 will be challenging for rental revenue and used equipment sales. This less favorable sales mix, coupled with rising steel costs, will continue to exert pressure on our gross margin. We believe already announced price increases effective January 1 and March 1 will offset the impact of rising steel costs on gross margin, although we do not expect to fully realize this until the second half of 2004. In addition, we are continuing our efforts to rationalize our cost structure to position the Company for a market recovery." The Company has scheduled a conference call at 11:00 a.m. ET, Thursday, February 26, 2004 to discuss the 2003 results. The conference call can be accessed by dialing 1-703-925-2727. A replay of the call will be available from 4:00 p.m. ET on February 26, 2004 through 11:59 p.m. on March 7, 2004 by calling 1-703-925-2510 and entering reservation #398892. Dayton Superior Corporation 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. Note: 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, interest rate increases, and changes in banking and tax laws; the amount of debt we must service; the effects of weather and the seasonality of the construction industry; our ability to implement cost savings programs successfully and on a timely basis; Dayton Superior's ability to successfully integrate acquisitions on a timely basis; and favorable market response to price increases. This list of factors is not intended to be exhaustive, and additional information concerning relevant risk factors can be found in Dayton Superior's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current Reports on Form 8-K, and Registration Statement on Form S-4 filed with the Securities and Exchange Commission. (tables follow) Dayton Superior Corporation Summary Income Statement, Unaudited (in thousands) For the fiscal quarter ended: Dec. 31, 2003 Dec. 31, 2002 Product sales $ 73,952 $ 67,062 Rental revenue 11,873 11,361 Used rental equipment sales 13,533 14,802 ------------ ----------- Net Sales 99,358 93,225 Product cost of sales 59,006 51,353 Rental cost of sales 7,843 5,436 Used rental equipment cost of sales 4,994 7,287 ------------ ----------- Cost of Sales 71,843 64,076 Product gross profit 14,946 15,709 Rental gross profit 4,030 5,925 Used rental equipment gross profit 8,539 7,515 ------------ ----------- Gross Profit 27,515 29,149 Product gross profit % 20.2% 23.4% Rental gross profit % 33.9% 52.2% Used rental equipment gross profit % 63.1% 50.8% Gross Profit % 27.7% 31.3% Selling, General & Administrative 24,331 23,856 Selling, General & Administrative % 24.5% 25.6% Facility Closing and Severance Expenses 1,051 2,540 Amortization of Intangibles 501 302 Operating Income 1,632 2,451 Operating Income % 1.6% 2.6% Interest Expense 11,683 9,086 Loss (Gain) on Disposals of Property, Plant, and Equipment (774) 950 Other (Income) Expense (6) 36 Loss Before Income Taxes (9,271) (7,621) Pretax Margin (9.3%) (8.2%) Benefit for Income Taxes (4,406) (2,031) Effective Tax Rate 47.5% 26.7% Net Loss $ (4,865) $ (5,590) Dayton Superior Corporation Summary Income Statement, Unaudited (in thousands) For the year ended: Dec. 31, 2003 Dec. 31, 2002 Product sales $ 301,837 $ 318,016 Rental revenue 36,294 45,080 Used rental equipment sales 39,723 35,641 ----------- ----------- Net Sales 377,854 398,737 Product cost of sales 237,032 236,782 Rental cost of sales 23,775 19,404 Used rental equipment cost of sales 12,791 13,675 ----------- ----------- Cost of Sales 273,598 269,861 Product gross profit 64,805 81,234 Rental gross profit 12,519 25,676 Used rental equipment gross profit 26,932 21,966 ----------- ----------- Gross Profit 104,256 128,876 Product gross profit % 21.5% 25.5% Rental gross profit % 34.5% 57.0% Used rental equipment gross profit % 67.8% 61.6% Gross Profit % 27.6% 32.3% Selling, General & Administrative 87,020 91,221 Selling, General & Administrative % 23.0% 22.9% Facility Closing and Severance Expenses 2,294 5,399 Amortization of Intangibles 944 603 Operating Income 13,998 31,653 Operating Income % 3.7% 7.9% Interest Expense 39,955 33,967 Loss (Gain) on Disposals of Property, Plant, and Equipment (636) 1,115 Loss on Early Extinguishment of Long-Term Debt 2,480 - Other Expense 20 80 Loss Before Income Taxes (27,821) (3,509) Pretax Margin (7.4%) (0.9%) Benefit for Income Taxes (10,713) (386) Effective Tax Rate 38.5% 11.0% Loss Before Cumulative Effect of Change in Accounting Principle (17,108) (3,123) Cumulative Effect of Change in Accounting Principle, Net of Income Tax Benefit - (17,140) Net Loss $ (17,108) $ (20,263) Dayton Superior Corporation Segment Data, Unaudited (in thousands) For the fiscal quarter ended: Dec. 31, 2003 Dec. 31, 2002 Sales: Construction Products Group: Product sales $ 63,722 $ 58,553 Rental revenue 896 1,264 Used rental equipment sales 2,927 2,504 ------------ ------------ Total Construction Products Group 67,545 62,321 Symons: Product sales 16,103 12,640 Rental revenue 10,977 10,097 Used rental equipment sales 10,606 12,298 ------------ ------------ Total Symons 37,686 35,035 Intersegment Eliminations- Product Sales (5,873) (4,131) ------------ ------------ Net Sales 99,358 93,225 Income (Loss) Before Income Taxes Construction Products Group 3,766 2,385 Symons 1,628 5,407 Corporate (14,665) (15,413) ------------ ------------ Loss Before Income Taxes $ (9,271) $ (7,621) Dayton Superior Corporation Segment Data, Unaudited (in thousands) For the year ended: Dec. 31, 2003 Dec. 31, 2002 Sales: Construction Products Group: Product sales $ 262,753 $ 278,473 Rental revenue 3,194 4,694 Used rental equipment sales 4,403 4,085 ------------ ------------ Total Construction Products Group 270,350 287,252 Symons: Product sales 60,936 60,773 Rental revenue 33,100 40,386 Used rental equipment sales 35,320 31,556 ------------ ------------ Total Symons 129,356 132,715 Intersegment Eliminations-Product Sales (21,852) (21,230) ------------ ------------ Net Sales 377,854 398,737 Income (Loss) Before Income Taxes Construction Products Group 12,709 24,993 Symons 14,386 19,317 Corporate (54,916) (47,819) ------------ ------------ Loss Before Income Taxes $ (27,821) $ (3,509) Dayton Superior Corporation Summary Balance Sheet, Unaudited (in thousands) As of: Dec. 31, 2003 Dec. 31, 2002 Summary Balance Sheet: Cash $ 1,995 $ 2,404 Accounts Receivable, Net 64,849 61,165 Inventories 49,437 47,911 Other Current Assets 10,934 17,257 Total Current Assets 127,215 128,737 Rental Equipment, Net 78,042 63,160 Property & Equipment, Net 62,238 61,246 Goodwill & Other Assets 126,031 120,828 Total Assets $ 393,526 $ 373,971 Current Portion of Long-Term Debt $ 2,406 $ 6,991 Accounts Payable 20,526 25,667 Other Current Liabilities 32,028 30,328 Total Current Liabilities 54,960 62,986 Long-Term Debt 339,484 292,545 Other Long-Term Liabilities 6,349 22,681 Shareholders' Equity (Deficit) (7,267) (4,241) Total Liabilities & Shareholders' Equity (Deficit) $ 393,526 $ 373,971 Dayton Superior Corporation Summary Cash Flow Statement, Unaudited (in thousands) For the year ended: Dec. 31, 2003 Dec. 31, 2002 Net Loss $ (17,108) $ (20,263) Non-Cash Adjustments to Net Loss (5,674) 23,305 Changes in Assets and Liabilities (10,073) (20,292) Net Cash Used in Operating Activities (32,855) (17,250) Property, Plant and Equipment Additions, Net (6,935) (9,267) Rental Equipment Additions, Net 12,152 17,230 Acquisition (13,302) - Net Cash Provided By (Used in) Investing Activities (8,085) 7,963 Issuance of Long-Term Debt 28,572 6,167 Financing Costs Incurred (1,860) - Purchase of Treasury Shares - (205) Repayment of Loans to Shareholders 148 502 Issuance of Common Shares 13,059 131 Financing Activities 39,919 6,595 Other, Net 613 107 Net Decrease in Cash $ (408) $ (2,585) CONTACT: Dayton Superior Corporation Edward J. Puisis, 937-428-7172 Fax: 937-428-9115 -----END PRIVACY-ENHANCED MESSAGE-----