-----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, MU+rU8MZflEeXLuddAEYNxcluta3GpEjKM14erl+8cLT1UYuNFhVyMyHp16njznT uOBOrDumpn69CtyUHZt4aQ== 0001157523-05-005005.txt : 20050523 0001157523-05-005005.hdr.sgml : 20050523 20050523171738 ACCESSION NUMBER: 0001157523-05-005005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050523 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050523 DATE AS OF CHANGE: 20050523 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: 05852060 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 a4895369.txt DAYTON SUPERIOR 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): May 23, 2005 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 May 23, 2005, Dayton Superior Corporation issued a press release containing summary financial results for the first quarter of 2005. 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 May 23, 2005. 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: May 23, 2005 By:/s/ Edward J. Puisis ----------------------------------------- Edward J. Puisis Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit 99.1 Press Release Dated May 23, 2005 EX-99.1 2 a4895369ex991.txt EXHIBIT 99.1 Exhibit 99.1 Dayton Superior Reports First Quarter Results DAYTON, Ohio--(BUSINESS WIRE)--May 23, 2005--Dayton Superior Corporation reported today that sales for the first quarter of 2005 totaled $85.8 million, down from first quarter 2004 sales of $89.1 million. Product sales were $71.1 million for the first quarter of 2005, down from $75.3 million in the first quarter of 2004. Product sales volume decreased due to inclement weather in most parts of the country and fewer shipping days. Previously announced 2004 price increases offset most of the volume decrease. Rental revenue of $10.1 million in the first quarter of 2005 increased from $9.4 million in the first quarter of 2004 as a result of improving rental rates and improved volume from better positioning of its rental equipment fleet. Sales of used rental equipment increased modestly to $4.6 million in the first quarter of 2005 from $4.4 million in the first quarter of 2004. Gross profit on product sales for the first quarter of 2005 was $15.9 million, or 22.4% of sales, a decrease of $0.6 million from $16.5 million, or 21.9% of sales, in the first quarter of 2004. The decrease in gross profit dollars was a result of the unit volume decline, but the gross profit percent of sales improved as a result of sales price increases more than offsetting increased material costs, which were primarily driven by steel prices. Gross profit on rental revenue for the first quarter of 2005 was $1.6 million, a 27% increase from $1.3 million in the first quarter of 2004. Depreciation on rental equipment for the first quarter of 2005 was $5.1 million, a slight increase from $4.9 million in the first quarter of 2004. Gross profit before depreciation was $6.8 million, or 66.9% of revenue, an increase of $0.6 million from $6.2 million, or 65.9% of revenue. The increase in gross profit dollars was a result of the increased rental revenue discussed above. Gross profit on sales of used rental equipment for the first quarter of 2005 was $3.3 million, or 73.2% of sales, compared to $2.9 million, or 65.3% of sales, in the first quarter of 2004. This was primarily a result of taking advantage of strategic opportunities to sell used fleet. Gross margin percentages fluctuate based on the mix and age of rental equipment sold and remained within historical ranges. Selling, general and administrative expenses increased $0.3 million to $23.0 million in the first quarter of 2005 from $22.7 million in the first quarter of 2004. The increase was due to non-recurring severance expenses of $1.0 million and was mostly offset by cost controls. Interest expense for the first quarter of 2005 increased slightly to $12.1 million in the first quarter of 2005 from $11.9 million in the first quarter of 2004. Both pre-tax and net loss were $(14.7) million in the first quarter of 2005, versus $(15.9) million in the first quarter of 2004. The increase in the Company's revolving line of credit facility was only $15.2 million in the first quarter of 2005 as compared to $30.6 million in the first quarter of 2004. This was largely the result of an acceleration of the receipts of accounts receivable during the first quarter of 2005. Edward J. Puisis, Dayton Superior's Vice President and Chief Financial Officer said, "We are pleased with our start to 2005, which saw improvement in gross profit and income from operations in spite of poor weather which suppressed demand for our products. Particularly, the improved gross profit percent of sales on product sales and increasing rental revenues and rental gross profit are especially encouraging. Additionally, we continue to closely monitor the balance on our revolving line of credit. The first quarter's seasonal borrowings were less than half of last year. Plus, we have reduced our borrowings by over $10 million since quarter end." The Company has scheduled a conference call at 11:00 a.m. ET, Tuesday, May 24, 2005 to discuss the first quarter results. The conference call can be accessed by dialing 1-866-259-6033. A replay of the call will be available from 4:00 p.m. ET on Tuesday, May 24, 2005 through 11:59 p.m. ET, on Tuesday, May 31, 2005, by calling 1-888-266-2081 and entering reservation #700339. 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 1, 2005 April 2, 2004 Product sales $ 71,089 $ 75,291 Rental revenue 10,130 9,429 Used rental equipment sales 4,563 4,397 -------------- --------------- Net Sales 85,782 89,117 -------------- --------------- Product cost of sales 55,149 58,834 Rental cost of sales 8,501 8,149 Used rental equipment cost of sales 1,223 1,527 -------------- --------------- Cost of Sales 64,873 68,510 -------------- --------------- Product gross profit 15,940 16,457 Rental gross profit 1,629 1,280 Used rental equipment gross profit 3,340 2,870 -------------- --------------- Gross Profit 20,909 20,607 Rental gross profit without depreciation 6,775 6,216 Product gross profit % 22.4% 21.9% Rental gross profit % 16.1% 13.6% Used rental equipment gross profit % 73.2% 65.3% Gross Profit % 24.4% 23.1% Rental gross profit % without depreciation 66.9% 65.9% Selling, General & Administrative 23,014 22,666 Selling, General & Administrative % 26.8% 25.4% Facility Closing and Severance Expenses 250 472 Loss on Disposals of Property, Plant, and Equipment 61 59 Amortization of Intangibles 142 248 -------------- --------------- Operating Income (Loss) (2,558) (2,838) Operating Income % (3.0)% (3.2)% Interest Expense 12,141 11,893 Loss on early extinguishment of long- term debt 0 842 Other (Income) Expense (10) 295 -------------- --------------- Loss Before Income Taxes (14,689) (15,868) Pretax Margin (17.1)% (17.8)% Provision (Benefit) for Income Taxes - - -------------- --------------- Net Loss $ (14,689) $ (15,868) ============== =============== Rental depreciation $ 5,146 $ 4,936 Other depreciation and amortization 2,305 2,172 -------------- --------------- Total depreciation and amortization $ 7,451 $ 7,108 ============== =============== Dayton Superior Corporation Summary Balance Sheet, Unaudited (in thousands) As of: December 31, April 1, 2005 2004 Summary Balance Sheet: Cash $ - $ 4,504 Accounts Receivable, Net 69,568 68,031 Inventories 65,471 59,389 Other Current Assets 13,291 14,222 ------------- ------------- Total Current Assets 148,330 146,146 Rental Equipment, Net 68,468 69,662 Property & Equipment, Net 58,853 59,458 Goodwill & Other Assets 97,916 118,872 ------------- ------------- Total Assets $ 393,021 $ 394,138 ============= ============= Current Portion of Long-Term Debt $ 2,490 $ 2,455 Accounts Payable 20,815 21,086 Other Current Liabilities 25,295 27,322 ------------- ------------- Total Current Liabilities 48,600 50,863 Revolving Credit Facility 73,975 58,800 Other Long-Term Debt 316,813 316,389 Other Long-Term Liabilities 23,896 23,616 Shareholders' Deficit (70,263) (55,530) ------------- ------------- Total Liabilities & Shareholders' Deficit $ 393,021 $ 394,138 ============= ============= Dayton Superior Corporation Summary Cash Flow Statement, Unaudited (in thousands) For the fiscal quarter ended April 1, 2005 April 2, 2004 Net Loss $ (14,689) $ (15,868) Non-Cash Adjustments to Net Loss 5,450 6,607 Changes in Assets and Liabilities (7,749) (20,263) -------------- -------------- Net Cash Used in Operating Activities (16,988) (29,524) -------------- -------------- Property, Plant and Equipment Additions, Net (1,619) (1,017) Rental Equipment Proceeds (Additions), Net (612) 500 Acquisition - (245) -------------- -------------- Net Cash Used in Investing Activities (2,321) (762) -------------- -------------- Borrowings Under Revolving Credit Facility 15,175 30,600 Repayments of Long-Term Debt (413) (312) Financing Costs Incurred (3) (2,199) Changes in Loans to Shareholders 55 - Issuance of Common Shares 13 12 -------------- -------------- Net Cash Provided By Financing Activities 14,827 28,101 -------------- -------------- Other, Net (112) 190 -------------- -------------- Net Decrease in Cash $ (4,504) $ (1,995) ============== ============== CONTACT: Dayton Superior Corporation Edward J. Puisis, 937-428-7172 Fax: 937-428-9115 -----END PRIVACY-ENHANCED MESSAGE-----