-----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, PIq+MhWq0KC9Pb5mhLZ3e88/YjyNrbxIOdObpgVuGKASAwrePDTfMXH1rlaulCRn LNhk9HiNLveucvStOh46lQ== 0001157523-04-004991.txt : 20040518 0001157523-04-004991.hdr.sgml : 20040518 20040518161154 ACCESSION NUMBER: 0001157523-04-004991 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040518 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040518 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: 04816345 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 a4643835.txt DAYTON SUPERIOR CORPORATION 8-K DOCUMENT 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 18, 2004 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 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 May 18, 2004 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 18, 2004, Dayton Superior Corporation issued a press release containing summary financial results for the first quarter of 2004. 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: May 18, 2004 EX-99.1 2 a4643835ex99.txt PRESS RELEASE Exhibit 99.1 Dayton Superior Reports First Quarter Results DAYTON, Ohio--(BUSINESS WIRE)--May 18, 2004--Dayton Superior Corporation reported today that sales for the first quarter of 2004 totaled $89.1 million, a 23.2% increase from 2003's first quarter sales of $72.3 million. Product sales were $75.3 million in the first quarter of 2004, an increase of 36.6% from the first quarter of 2003, the second straight quarter of significant growth. The increase in sales was due to an increase in volume driven by customers buying ahead of their needs in anticipation of future price increases and market share growth. Product sales were also affected to a lesser degree by slight growth in our markets, an increase in the number of days in the quarter, and previously announced price increases. Rental revenue increased $2.3 million for the first quarter of 2004, an increase of 32.3% from the first quarter of 2003. The contribution from the acquisition of Safway in July, 2003 was partially offset by lower organic rental revenues. Used rental equipment sales decreased to $4.4 million in the first quarter of 2004 from $10.0 million in the first quarter of 2003. The decrease is due to the first quarter of 2003 benefiting from one large sale. Used rental equipment tends to be sporadic and, therefore, difficult to predict in any one quarter. Gross profit on product sales for the first quarter of 2004 was $15.8 million, or 21.0% of sales, an increase from $11.7 million, or 21.2% of sales over the first quarter of 2003. The increase in gross profit dollars was primarily due to the increased net sales. Despite an increase in steel costs, gross profit as a percent of sales was virtually flat. This was due primarily to increased productivity and the impact of the sales price increases. Gross profit on rental for the first quarter of 2004 was $1.9 million, relatively flat with the first quarter of 2003, with increased depreciation expense on rental equipment offsetting increased rental revenues, both as a result of the acquisition of Safway. Gross profit on the sales of used rental equipment for the first quarter of 2004 was $2.9 million, or 65.3% of sales, compared to $7.2 million, or 71.8% of sales, in the first quarter of 2003. The decline in gross profit was due to lower used sales volume. The gross profit percent of sales, while down, remained within the historical range. Selling, general, and administrative expense increased to $22.7 million in the recent quarter from $19.4 million in the first quarter of 2003, but decreased from $23.5 million in the fourth quarter of 2003. The increase from the first quarter of 2003 is primarily due to the acquisition of Safway, and the increase in the number of days within the quarter. The decrease from the fourth quarter of 2003 is due to the Company continuing to closely control its spending. Interest expense increased to $11.9 million in the first quarter of 2004 from $8.1 million in the first quarter of 2003. This increase was primarily due to the higher interest rate from the new senior second secured notes and higher borrowings. The Company reported a net loss of $15.9 million in the first quarter of 2004, versus a net loss of $5.4 million in the first quarter of 2003. Stephen R. Morrey, Dayton Superior's President and Chief Executive Officer said, "We are cautiously optimistic about the economic recovery evidenced by the double-digit increase in product sales for the last two quarters. The decline in operating income was primarily due to the decrease in gross profit on used rental equipment sales. Although difficult to predict, we expect used equipment sales to continue to be lower for the balance of 2004. This is somewhat by design since we generally receive a better return through rental revenues than through the sale of used rental equipment. However, there typically is a lag in the recovery of rental revenue. This mix, coupled with rising steel costs, will continue to exert pressure on our gross margin. We believe the productivity gains in manufacturing and the past and future price increases will offset the impact of rising costs, such as steel, freight, insurance and medical benefits." The Company has scheduled a conference call at 11:00 a.m. EDT, Wednesday, May 19, 2004, to discuss the first quarter results. The conference call can be accessed by dialing 1-703-925-2400. A replay of the call will be available from 4:00 p.m. EDT on Wednesday, May 19, 2004 through 11:59 p.m. EDT on Saturday, May 29, 2004 by calling 1-888-266-2081 and entering reservation #468027. Dayton Superior is the largest North American manufacturer and distributor of metal accessories and forms used in concrete construction, and a leading manufacturer of metal accessories used in masonry construction in terms of revenues. The company's products are used in two segments of the construction industry: infrastructure construction, such as highways, bridges, utilities, water and waste treatment facilities and airport runways, and non-residential building, such as schools, stadiums, prisons, retail sites, commercial offices, hotels and manufacturing facilities. The company sells most products under the registered trade names Dayton Superior(R), Dayton/Richmond(R), Symons(R), Aztec(R), BarLock(R), Conspec(R), Edoco(R), Dur-O-Wal(R) and American Highway Technology(R). 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 Dayton Superior must service; the effects of weather and the seasonality of the construction industry; Dayton Superior's ability to implement cost savings programs successfully and on a timely basis; Dayton Superior's ability to successfully integrate acquisitions on a timely basis; the mix of product sales, rental revenues, and sales of used rental equipment; 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: April 2, March 28, 2004 2003 Product sales $75,291 $55,132 Rental revenue 9,429 7,126 Used rental equipment sales 4,397 10,048 --------- --------- Net Sales 89,117 72,306 --------- --------- Product cost of sales 59,458 43,454 Rental cost of sales 7,525 5,184 Used rental equipment cost of sales 1,527 2,834 --------- --------- Cost of Sales 68,510 51,472 --------- --------- Product gross profit 15,833 11,678 Rental gross profit 1,904 1,942 Used rental equipment gross profit 2,870 7,214 --------- --------- Gross Profit 20,607 20,834 Product gross profit % 21.0% 21.2% Rental gross profit % 20.2% 27.3% Used rental equipment gross profit % 65.3% 71.8% Gross Profit % 23.1% 28.8% Selling, General & Administrative 22,666 19,395 Selling, General & Administrative % 25.4% 26.8% Facility Closing and Severance Expenses 472 395 Loss on Disposals of Property, Plant, and Equipment 59 33 Amortization of Intangibles 248 129 --------- --------- Operating Income (2,838) 882 Operating Income % (3.2%) 1.2% Interest Expense 11,893 8,061 Loss on Early Extinguishment of Long-term Debt 842 - Other Expense 295 8 --------- --------- Loss Before Income Taxes (15,868) (7,187) Pretax Margin (17.8%) (9.9%) Benefit for Income Taxes - (1,797) Effective Tax Rate - 25.0% Net Loss $(15,868) $(5,390) ========= ========= Memo: Depreciation and Amortization of Intangibles $7,108 $5,862 Dayton Superior Corporation Summary Balance Sheet, Unaudited (in thousands) As of: April 2, Dec. 31, 2004 2003 Summary Balance Sheet: Cash $ 0 $ 1,995 Accounts Receivable, Net 74,075 64,849 Inventories 56,667 49,437 Other Current Assets 13,480 10,934 ----------- ---------- Total Current Assets 144,222 127,215 Rental Equipment, Net 77,319 78,042 Property & Equipment, Net 61,272 62,238 Goodwill & Other Assets 124,528 125,889 ----------- ---------- Total Assets $407,341 $393,384 =========== ========== Current Portion of Long-Term Debt $ 2,657 $ 3,067 Accounts Payable 22,647 20,526 Other Current Liabilities 28,543 32,028 ----------- ---------- Total Current Liabilities 53,847 55,621 Long-Term Debt 370,389 338,823 Other Long-Term Liabilities 6,038 6,207 Shareholders' Equity (Deficit) (22,933) (7,267) ----------- ---------- Total Liabilities & Shareholders' Equity (Deficit) $407,341 $393,384 =========== ========== Dayton Superior Corporation Summary Cash Flow Statement, Unaudited (in thousands) For the quarter ended: April 2, March 28, 2004 2003 Net Loss $(15,868) $(5,390) Non-Cash Adjustments to Net Loss 6,607 (1,092) Changes in Assets and Liabilities (20,263) (2,871) --------- ---------- Net Cash Used in Operating Activities (29,524) (9,353) --------- ---------- Property, Plant and Equipment Additions, Net (1,017) (2,511) Rental Equipment Additions, Net 500 (2,360) Acquisition (245) - --------- ---------- Net Cash Used in Investing Activities (762) (4,871) --------- ---------- Issuance of Long-Term Debt, Net 30,288 16,049 Financing Costs Incurred (2,199) - Repayment of Loans to Shareholders - 53 Issuance of Common Shares 12 - --------- ---------- Net Cash Provided By Financing Activities 28,101 16,102 --------- ---------- Other, Net 190 198 Net Decrease in Cash $(1,995) $2,076 ========= ========== CONTACT: Dayton Superior Corporation Edward J. Puisis, 937-428-7172 Fax: 937-428-9115 -----END PRIVACY-ENHANCED MESSAGE-----