-----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, SkCCKvsI2rplGj9bSl6rDjKtqiUc6zQwn4AgB5wfAYIHXHtUcGuJl5FY10cDvQgI kCfCx2YT6Dzv2r/Ppxl8GQ== 0001157523-04-010704.txt : 20041115 0001157523-04-010704.hdr.sgml : 20041115 20041112183242 ACCESSION NUMBER: 0001157523-04-010704 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041112 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041112 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: 041141092 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 a4765578.txt DAYTON SUPERIOR 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2004 Dayton Superior Corporation (Exact name of Registrant as specified in its charter) Ohio 1-11781 31-0676346 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 7777 Washington Village Drive, Dayton, Ohio 45459 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) 937-428-6360 ------------ (Registrant's telephone number including area code) Not applicable -------------- (Former name and former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On November 12, 2004, Dayton Superior Corporation issued a press release containing summary financial results for the third quarter and first nine months 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. Item 9.01 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 November 12, 2004. 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: November 12, 2004 By: /s/ Edward J. Puisis ------------------------------------------ Edward J. Puisis Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit 99.1 Press Release Dated November 12, 2004. EX-99.1 2 a4765578ex991.txt PRESS RELEASE EXHIBIT 99.1 Dayton Superior Reports Third Quarter Results DAYTON, Ohio--(BUSINESS WIRE)--Nov. 12, 2004--Dayton Superior Corporation reported today that sales for the third quarter of 2004 totaled $114.6 million, a 13.1% increase from the third quarter 2003 sales of $101.3 million. Product sales were $96.6 million for the third quarter of 2004, an increase of 12.8% from the third quarter of 2003. The increase in sales was due to previously announced price increases and partially offset by a decrease in volume that was due to customers buying ahead of anticipated sales price increases in the first six months of 2004. Rental revenue increased $1.1 million for the third quarter of 2004, an increase of 10.2% from the third quarter of 2003. The increase resulted from the contribution related to the July, 2003 Safway acquisition and an increase in utilization from existing product lines. Used rental equipment sales increased to $6.5 million for the third quarter of 2004 from $5.2 million for the third quarter of 2003. The increase was due to the timing of customer projects. Gross profit on product sales for the third quarter of 2004 was $25.4 million, or 26.3% of sales, an increase from the $17.8 million, or 20.8% of sales, in the third quarter of 2003. Despite the increase in material costs, primarily steel, gross profit as a percent of sales was higher due to increased productivity in both cost and price. Rental gross profit for the third quarter of 2004 was $3.0 million, an increase of $0.3 million over the third quarter of 2003. Increased revenues more than offset the increase in rental cost of sales resulting from higher depreciation expense from the acquisition of Safway. Gross profit on the sales of used rental equipment for the third quarter of 2004 was $3.7 million, or 57.5% of sales, compared to $3.1 million, or 60.0% of sales, for the third quarter of 2003. Selling, general, and administrative expenses decreased to $21.8 million in the recent quarter from $22.0 million for the third quarter of 2003, despite adding an estimated $0.7 million for Safway. Interest expense increased to $11.9 million for the third quarter of 2004 from $11.2 million for the third quarter of 2003, due to higher average borrowings. Pre-tax loss improved to $(1.8) million in the third quarter of 2004, versus $(10.3) million in the third quarter of 2003. The 2003 loss was partially offset by a $3.9 million income tax benefit, but no benefit is being recorded in 2004 until realization of loss carryforwards is reasonably assured. The Company reported a net loss of $(1.8) million for the third quarter of 2004, versus a net loss of $(6.4) million for the third quarter of 2003. Stephen R. Morrey, Dayton Superior's President and Chief Executive Officer said, "We are pleased with our third quarter results, which saw income from operations increase tenfold to over $10 million from under $1 million in last year's corresponding period. Productivity gains continue to outpace cost increases and our SG&A has decreased sequentially each quarter this year." Sales for the nine months ended October 1, 2004 totaled $318.9 million, a 14.1% increase from a year earlier nine-month sales of $279.5 million. Product sales were $273.1 million for the first nine months of 2004, an increase of 19.1% from the same period of 2003. The increase in sales was due to previously announced price increases and, to a lesser extent, volume. Rental revenue increased $6.8 million for the first nine months of 2004, an increase of 28.2% from the first nine months of 2003. The increase was primarily due to the acquisition of Safway and was enhanced by a slight increase in utilization in existing product lines. Used rental equipment sales decreased to $15.0 million for the first nine months of 2004 from $26.2 million for the first nine months of 2003, as two large transactions from 2003 did not recur. Sales of used rental equipment tend to be sporadic and, therefore, difficult to predict. Gross profit on product sales for the first nine months of 2004 was $68.2 million, or 25.0% of sales, an increase of $16.4 million over the same period of 2003. Despite the increase in material costs, primarily steel, gross profit as a percent of sales improved as a result of increased productivity of both cost and price. Rental gross profit for the first nine months of 2004 was $6.9 million, an increase of $2.0 million over the same period of 2003. Increased revenues more than offset the increase in rental cost of sales resulting from higher depreciation expense as a result of the acquisition of Safway and higher freight costs. Gross profit on the sales of used rental equipment for the first nine months of 2004 was $9.0 million, or 60.2% of sales, compared to $18.4 million, or 70.2% of sales, for the first nine months of 2003. Selling, general, and administrative expenses increased to $66.3 million in the recent nine months from $61.0 million for the first nine months of 2003. The increase was entirely due to the acquisition of Safway. Without Safway, SG&A declined due to management's focus on cost controls. Interest expense increased to $35.5 million for the first nine months of 2004 from $28.3 million for the first nine months of 2003. This increase was primarily due to the higher interest rate from the senior second secured notes, and higher borrowings. Pre-tax loss was $(20.4) million for the first nine months of 2004 as compared to $(18.5) million for the first nine months of 2003. An income tax benefit of $6.3 million was recorded in 2003 whereas no benefit is being recorded in 2004 until realization of loss carryforwards is reasonably assured. This resulted in a net loss of $(20.4) million for the first nine months of 2004, versus a net loss of $(12.2) million for the first nine months of 2003. The Company has scheduled a conference call at 11:00 a.m. ET; Monday, November 15, 2004 to discuss the third quarter results. The conference call can be accessed by dialing 1-703-639-1376. A replay of the call will be available from 4:00 p.m. ET on Monday, November 15, 2004 through 11:59 p.m. ET, on Monday, November 22, 2004, by calling 1-888-266-2081 and entering reservation 590724. 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: October 1, September 26, 2004 2003 Product sales $ 96,640 $ 85,695 Rental revenue 11,449 10,391 Used rental equipment sales 6,459 5,202 --------------- -------------- Net Sales 114,548 101,288 --------------- -------------- Product cost of sales 71,266 67,854 Rental cost of sales 8,480 7,717 Used rental equipment cost of sales 2,743 2,079 --------------- -------------- Cost of Sales 82,489 77,650 --------------- -------------- Product gross profit 25,374 17,841 Rental gross profit 2,969 2,674 Used rental equipment gross profit 3,716 3,123 --------------- -------------- Gross Profit 32,059 23,638 Product gross profit % 26.3% 20.8% Rental gross profit % 25.9% 25.7% Used rental equipment gross profit % 57.5% 60.0% Gross Profit % 28.0% 23.3% Selling, General & Administrative 21,757 21,980 Selling, General & Administrative % 19.0% 21.7% Facility Closing and Severance Expenses 429 499 (Gain) loss on Disposals of Property, Plant, and Equipment (464) 72 Amortization of Intangibles 302 184 --------------- -------------- Operating Income 10,035 903 Operating Income % 8.8% 0.9% Interest Expense 11,923 11,199 Loss on Early Extinguishment of Long-term Debt - - Other (Income) Expense (45) (42) --------------- -------------- Loss Before Income Taxes (1,843) (10,254) Pretax Margin (1.6%) (10.1%) Benefit for Income Taxes - (3,861) --------------- -------------- Effective Tax Rate - 37.7% Net Loss $ (1,843) $ (6,393) =============== ============== Depreciation and Amortization $ 7,181 $ 6,958 Dayton Superior Corporation Summary Income Statement, Unaudited (in thousands) For the fiscal nine months ended: October 1, September 26, 2004 2003 Product sales $ 273,101 $ 229,247 Rental revenue 30,792 24,021 Used rental equipment sales 14,978 26,190 --------------- -------------- Net Sales 318,871 279,458 --------------- -------------- Product cost of sales 204,948 177,417 Rental cost of sales 23,852 19,153 Used rental equipment cost of sales 5,956 7,797 --------------- -------------- Cost of Sales 234,756 204,367 --------------- -------------- Product gross profit 68,153 51,830 Rental gross profit 6,940 4,868 Used rental equipment gross profit 9,022 18,393 --------------- -------------- Gross Profit 84,115 75,091 Product gross profit % 25.0% 22.6% Rental gross profit % 22.5% 20.3% Used rental equipment gross profit % 60.2% 70.2% Gross Profit % 26.4% 26.9% Selling, General & Administrative 66,294 61,036 Selling, General & Administrative % 20.8% 21.8% Facility Closing and Severance Expenses 1,393 1,243 (Gain) loss on Disposals of Property, Plant, and Equipment (386) 138 Amortization of Intangibles 857 443 --------------- -------------- Operating Income 15,957 12,231 Operating Income % 5.0% 4.4% Interest Expense 35,507 28,272 Loss on Early Extinguishment of Long-term Debt 842 2,480 Other Expense - 29 --------------- -------------- Loss Before Income Taxes (20,392) (18,550) Pretax Margin (6.4%) (6.6%) Benefit for Income Taxes - (6,307) --------------- -------------- Effective Tax Rate - 34.0 % Net Loss $ (20,392) $ (12,243) =============== ============== Depreciation and Amortization $ 21,226 $ 18,553 Dayton Superior Corporation Summary Balance Sheet, Unaudited (in thousands) As of: October 1, December 31, 2004 2003 Summary Balance Sheet: Cash $ - $ 1,995 Accounts Receivable, Net 77,681 64,849 Inventories 63,416 49,437 Other Current Assets 17,002 10,934 --------------- -------------- Total Current Assets 158,099 127,215 Rental Equipment, Net 76,454 78,042 Property & Equipment, Net 59,949 62,238 Goodwill & Other Assets 123,721 125,889 --------------- -------------- Total Assets $418,223 $393,384 =============== ============== Current Portion of Long-Term Debt $2,527 $3,067 Accounts Payable 23,550 20,526 Other Current Liabilities 31,773 32,028 --------------- -------------- Total Current Liabilities 57,850 55,621 Long-Term Debt 381,813 338,823 Other Long-Term Liabilities 6,203 6,207 Shareholders' Equity (Deficit) (27,643) (7,267) --------------- -------------- Total Liabilities & Shareholders' Equity (Deficit) $ 418,223 $ 393,384 =============== ============== Dayton Superior Corporation Summary Cash Flow Statement, Unaudited (in thousands) For the nine months ended: October 1, September 26, 2004 2003 Net Loss $ (20,392) $ (12,243) Non-Cash Adjustments to Net Loss 16,471 4,206 Changes in Assets and Liabilities (29,959) (20,026) --------------- -------------- Net Cash Used in Operating Activities (33,880) (28,063) --------------- -------------- Property, Plant and Equipment Additions, Net (3,130) (5,850) Rental Equipment Additions, Net (1,693) 4,689 Acquisition (245) (13,535) --------------- -------------- Net Cash Used in Investing Activities (5,068) (14,696) --------------- -------------- Issuance of Long-Term Debt, Net 39,490 29,632 Financing Costs Incurred (2,554) (1,278) Changes in Loans to Shareholders (27) 154 Issuance of Common Shares 73 13,049 --------------- -------------- Net Cash Provided By Financing Activities 36,982 41,557 --------------- -------------- Other, Net (29) 466 --------------- -------------- Net Decrease in Cash $ (1,995) $ (736) =============== ============== CONTACT: Dayton Superior Corporation Edward J. Puisis, 937-428-7172 Fax: 937-428-9115 -----END PRIVACY-ENHANCED MESSAGE-----