-----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, EjbCh3N98BqeTcLL7wjVTKdBPcsGOkMDaVKTc+kCl6xiNMok3qu0HGC8LN36wCGN vGulW+5K5Tq3TzSIf1koGg== 0001157523-06-008046.txt : 20060807 0001157523-06-008046.hdr.sgml : 20060807 20060807160020 ACCESSION NUMBER: 0001157523-06-008046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060807 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060807 DATE AS OF CHANGE: 20060807 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: 061009076 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 a5204490.txt DAYTON SUPERIOR CORPORATION 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): August 7, 2006 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 August 7, 2006, Dayton Superior Corporation issued a press release containing summary financial results for the second quarter 2006. 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 August 7, 2006. 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: August 7, 2006 By: /s/ Edward J. Puisis ------------------------------------ Edward J. Puisis Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit 99.1 Press Release Dated August 7, 2006 EX-99.1 2 a5204490ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Dayton Superior Reports Second Quarter 2006 Net Income DAYTON, Ohio--(BUSINESS WIRE)--Aug. 7, 2006--Dayton Superior Corporation is pleased to report its second quarter net income of $1 million, a significant improvement over 2005 and its first quarterly net income since 2002. Second quarter 2006 sales totaled a record $130 million, up 11% over the second quarter of 2005. Product sales were $109 million, an increase of 7% from the second quarter of 2005. Unit volume was higher due to improving markets. Rental revenue of $15 million increased 24% from $12 million in the second quarter of 2005 - the result of an improving rental market. Used rental equipment sales were up $2 million over the second quarter of 2005 due to customer demand. Used rental equipment sales may vary significantly from quarter to quarter. Gross profit was $39 million in the second quarter of 2006 as compared to $29 million in the same period of 2005. Product sales contributed $29 million, or 26% of sales, an increase from the $24 million, or 24% of sales, in the second quarter of 2005. The $5 million increase was due to higher product sales. The improvement in gross profit as a percent of sales was due to lower costs from manufacturing efficiencies, which were assisted by higher product outsourcing. Rental gross profit for the second quarter of 2006 was $6 million, as compared to $3 million in the second quarter of 2005. Depreciation on rental equipment for the second quarter of 2006 was $5 million, as compared to $6 million in the same period of 2005. The difference was primarily due to a change in the estimated useful lives of certain rental equipment effective January 1, 2006. Rental gross profit before depreciation was $11 million in the quarter, or 72% of revenue, a 30% increase from the $8 million, or 69% of revenue reported last year. The increase in rental gross profit before depreciation resulted from increased rental revenue and higher utilization compared to 2005. Gross profit on sales of used rental equipment for the second quarter of 2006 was better than in the second quarter of 2005 and fluctuates based on the age and type of equipment sold. Selling, general, and administrative expenses increased to $25 million in the recent quarter from $23 million for the second quarter of 2005. The increase was due to increased distribution costs, consulting fees for profit improvement initiatives, retirement account costs, sales incentive costs, and healthcare costs. Interest expense was flat at $12 million for the second quarters of both 2006 and 2005. The Company reported a net income of $1 million for the second quarter of 2006, which was a significant improvement from the net loss of $(6) million for the second quarter of 2005. Sales for the first half of 2006 were $232 million, up $28 million, or 14%, from the same period of 2005. Product sales were $193 million, an increase of $20 million, or 11%, from 2005. Unit volume was higher due to improving markets and milder weather. Rental revenue of $28 million for the first half of 2006 increased 27% from $22 million in 2005 due to an improving rental market. Used rental equipment sales increased to $11 million for the first half of 2006 from $8 million in 2005 due to customer demand. Used rental equipment sales may vary significantly from quarter to quarter. Gross profit for the first half of 2006 was $65 million, or 28% of sales, an increase from $50 million, or 24% of sales, in 2005. Product sales contributed $46 million, or 24% of sales, an increase from the $40 million, or 23% of sales, in 2005. The $6 million increase was due to higher product sales. The improvement in gross profit as a percent of sales was due to lower costs from manufacturing efficiencies, which were assisted by higher product outsourcing. Rental gross profit for the first half of 2006 was $11 million, as compared to $4 million in the first half of 2005. Depreciation on rental equipment for the first half of 2006 was $9 million, as compared to $11 million in the same period of 2005. The difference was primarily due to a change in the estimated useful lives of certain rental equipment. Rental gross profit before depreciation was $20 million in the first half, or 71% of revenue, a 34% increase from the $15 million, or 68% of revenue reported last year. The increase in rental gross profit before depreciation resulted from increased rental revenue and higher utilization compared to 2005. Gross profit on sales of used rental equipment for the first half 2006 was better than 2005 and fluctuates based on the age and type of equipment sold. Selling, general, and administrative expenses increased to $49 million for the first half of 2006 from $46 million in 2005. The increase was due to increased distribution costs, consulting fees for profit improvement initiatives, retirement account costs, sales incentive costs, and healthcare costs. These costs exceeded the non-recurring severance cost of $1 million recorded in the first half of 2005. Interest expense was virtually flat at $25 million for first half of 2006. The Company reported a net loss of $(8) million for the first half of 2006, compared to a net loss of $(20) million in the first half of 2005. Eric R. Zimmerman, Dayton Superior's President and Chief Executive Officer said, "We are pleased with the progress that has occurred in improving our sales volumes, gross margins, customer service and the resultant achievement of our financial targets. We are also very aware that our markets were friendly in the first half. The non-residential markets are improving, as the latest F. W. Dodge and Portland Cement Association reports confirm, and we believe we are well positioned to actively participate in this improving trend. Our first half results support this view. We believe we will continue to see improvements in these end markets through the heart of the 2006 construction season and into 2007. As we look to the second half, we will continue to focus on those activities that will continually improve our customer service, our cost structure, and our industry leadership. We are excited about our potential." The Company has scheduled a conference call at 11:00 a.m. ET, Tuesday, August 8, 2006 to discuss the second quarter results. The conference call can be accessed by dialing 1-866-261-3331. A replay of the call will be available from 5:00 p.m. ET on Tuesday, August 8, 2006 through 11:59 p.m. ET on Tuesday, August 22, 2006 by calling 1-888-266-2081 and entering reservation #946799. PLEASE NOTE: We are establishing an email distribution list for future mailings, please send an email with your contact information to the address listed below if you would like to receive our mailings: Investors@daytonsuperior.com 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; cost increases in raw materials and operating costs; and favorable market response to sales 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, and current Reports on Form 8-K filed with the Securities and Exchange Commission. (tables follow) Dayton Superior Corporation Summary Income Statement, Unaudited (in thousands) For the fiscal quarter ended: June 30, 2006 July 1, 2005 --------------- ------------- Product sales $109,459 $101,997 Rental revenue 14,890 12,015 Used rental equipment sales 5,866 3,692 --------------- ------------- Net Sales 130,215 117,704 --------------- ------------- Product cost of sales 80,921 77,863 Rental cost of sales 8,791 9,294 Used rental equipment cost of sales 1,775 1,695 --------------- ------------- Cost of Sales 91,487 88,852 --------------- ------------- Product gross profit 28,538 24,134 Rental gross profit 6,099 2,721 Used rental equipment gross profit 4,091 1,997 --------------- ------------- Gross Profit 38,728 28,852 Rental gross profit without depreciation 10,703 8,236 Product gross profit % 26.1% 23.7% Rental gross profit % 41.0% 22.6% Used rental equipment gross profit % 69.7% 54.1% Gross Profit % 29.7% 24.5% Rental gross profit % without depreciation 71.9% 68.5% Selling, General & Administrative 24,945 23,243 Selling, General & Administrative % 19.2% 19.7% Facility Closing and Severance Expenses 26 81 Gain on Disposals of Property, Plant, and Equipment (667) (1,147) Amortization of Intangibles 176 164 --------------- ------------- Income from Operations 14,248 6,511 Income from Operations % 10.9% 5.5% Interest Expense, net 12,457 12,093 Other Expense 206 16 --------------- ------------- Income (Loss) Before Income Taxes 1,585 (5,598) Pretax Margin 1.2% (4.8%) Provision for Income Taxes 91 -- --------------- ------------- Net Income (Loss) $1,494 $(5,598) =============== ============= Rental Depreciation $4,604 $5,515 Other Depreciation and Amortization 1,951 2,330 --------------- ------------- Total Depreciation and Amortization $6,555 $7,845 =============== ============= Dayton Superior Corporation Summary Income Statement, Unaudited (in thousands) For the six fiscal months ended: June 30, 2006 July 1, 2005 ---------------- --------------- Product sales $192,683 $173,086 Rental revenue 28,153 22,145 Used rental equipment sales 10,710 8,255 ---------------- --------------- Net Sales 231,546 203,486 ---------------- --------------- Product cost of sales 146,403 133,012 Rental cost of sales 16,730 17,795 Used rental equipment cost of sales 3,192 2,918 ---------------- --------------- Cost of Sales 166,325 153,725 ---------------- --------------- Product gross profit 46,280 40,074 Rental gross profit 11,423 4,350 Used rental equipment gross profit 7,518 5,337 ---------------- --------------- Gross Profit 65,221 49,761 Rental gross profit without depreciation 20,116 15,011 Product gross profit % 24.0% 23.2% Rental gross profit % 40.6% 19.6% Used rental equipment gross profit % 70.2% 64.7% Gross Profit % 28.2% 24.5% Rental gross profit % without depreciation 71.5% 67.8% Selling, General & Administrative 48,571 46,257 Selling, General & Administrative % 21.0% 22.7% Facility Closing and Severance Expenses 277 331 Gain on Disposals of Property, Plant, and Equipment (1,336) (1,086) Amortization of Intangibles 327 306 ---------------- --------------- Income from Operations 17,382 3,953 Income from Operations % 7.5% 1.9% Interest Expense, net 24,594 24,234 Other Expense 154 5 ---------------- --------------- Loss Before Income Taxes (7,366) (20,286) Pretax Margin (3.2%) (10.0%) Provision for Income Taxes 215 -- ---------------- --------------- Net Loss $(7,581) $(20,286) ================ =============== Rental Depreciation $8,693 $10,661 Other Depreciation and Amortization 3,583 4,635 ---------------- --------------- Total Depreciation and Amortization $12,276 $15,296 ================ =============== Dayton Superior Corporation Summary Balance Sheet, Unaudited (in thousands) As of: June 30, 2006 December 31, 2005 ------------- ----------------- Summary Balance Sheet: Cash $- $- Accounts Receivable, Net 75,388 62,326 Inventories 61,373 57,372 Other Current Assets 6,841 5,680 ------------- ----------------- Total Current Assets 143,602 125,378 Rental Equipment, Net 68,139 68,400 Property & Equipment, Net 39,264 38,164 Goodwill & Other Assets 48,977 49,578 ------------- ----------------- Total Assets $299,982 $281,520 ============= ================= Current Portion of Long-Term Debt $2,760 $2,864 Revolving Credit Facility 69,950 -- Accounts Payable 31,047 27,267 Other Current Liabilities 33,360 31,663 ------------- ----------------- Total Current Liabilities 137,117 61,794 Revolving Credit Facility -- 48,700 Other Long-Term Debt 319,709 317,690 Other Long-Term Liabilities 21,759 24,673 ------------- ----------------- Total Liabilities 478,585 452,857 ------------- ----------------- Shareholders' Deficit (178,603) (171,337) ------------- ----------------- Total Liabilities & Shareholders' Deficit $299,982 $281,520 ============= ================= Dayton Superior Corporation Summary Cash Flow Statement, Unaudited (in thousands) For the six months ended: June 30, 2006 July 1, 2005 ------------- ------------ Net Loss $(7,581) $(20,286) Non-Cash Adjustments to Net Loss 5,741 11,299 Changes in Assets and Liabilities (14,601) (8,245) ------------- ------------ Net Cash Used in Operating Activities (16,441) (17,232) ------------- ------------ Property, Plant and Equipment Additions, Net (4,082) (2,073) Rental Equipment Additions, Net 179 (4,590) ------------- ------------ Net Cash Used in Investing Activities (3,903) (6,663) ------------- ------------ Net Borrowings Under Revolving Credit Facility 21,250 8,675 Other Repayments of Long-Term Debt (1,159) (757) Proceeds from Sale-leaseback - 11,636 Other, Net (17) 35 ------------- ------------ Net Cash Provided By Financing Activities 20,074 19,589 ------------- ------------ Other, Net 270 (198) ------------- ------------ Net Decrease in Cash $-- $(4,504) ============= ============ CONTACT: Dayton Superior Corporation, Dayton Edward J. Puisis, 937-428-7172 Fax: 937-428-9115 -----END PRIVACY-ENHANCED MESSAGE-----