-----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, NXj5CJaPO3YvxCWhYCrtVvJN/brv9o1kiq+P2hjr4aWkOKX/c9dqQRSN4O8u/htW nrur1+mGlqTfHCGyeXhMAQ== 0001157523-07-001690.txt : 20070216 0001157523-07-001690.hdr.sgml : 20070216 20070216075231 ACCESSION NUMBER: 0001157523-07-001690 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070215 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070216 DATE AS OF CHANGE: 20070216 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11781 FILM NUMBER: 07629408 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 a5336140.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): February 15, 2007 Dayton Superior Corporation (Exact name of Registrant as specified in its charter) Delaware 1-11781 31-0676346 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation or organization) 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 February 15, 2007, Dayton Superior Corporation issued a press release containing summary financial results for the fourth quarter and full year 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 February 15, 2007. 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: February 15, 2007 By:/s/ Edward J. Puisis --------------------------------- Edward J. Puisis Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit 99.1 Press Release Dated February 15, 2007 EX-99.1 2 a5336140ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Dayton Superior Reports Fourth Quarter and Full Year 2006 Results DAYTON, Ohio--(BUSINESS WIRE)--Feb. 15, 2007--Dayton Superior Corporation (NASDAQ:DSUP) reports a fourth quarter net loss of $10 million and a full year loss of $18 million, each are significant improvements over the same periods of 2005. Fourth quarter 2006 sales totaled a record $116 million, up 14% over the fourth quarter of 2005. Product sales were $88 million, an increase of 5% from the fourth quarter of 2005. Rental revenue of $18 million increased 36% from $14 million in the fourth quarter of 2005 - the result of an improving rental market. Used rental equipment sales more than doubled to $10 million over the fourth quarter of 2005 due to higher customer demand. Used rental equipment sales may vary significantly from quarter to quarter. Gross profit was $34 million in the fourth quarter of 2006 as compared to $21 million in the same period of 2005. Product sales gross profit was $18 million, or 21% of sales, an increase from the $14 million, or 17% of sales, in the fourth quarter of 2005. The higher gross profit as a percent of sales was due to improved pricing and greater manufacturing efficiencies. Rental gross profit for the fourth quarter of 2006 was $8 million, as compared to $3 million in the fourth quarter of 2005. Depreciation on rental equipment for the fourth quarter of 2006 was $5 million, as compared to $8 million in the same period of 2005. The difference was due to a change in the estimated useful lives of certain rental equipment and to the higher sales of used rental equipment in the fourth quarter of 2006. Rental gross profit before depreciation was $13 million in the most recent quarter, a 16% increase from the $11 million reported last year. This increase in rental gross profit is from increased rental revenue and higher fleet utilization compared to 2005. Gross profit on sales of used rental equipment, which fluctuates based on the age and depreciable life of the equipment sold, for the fourth quarter of 2006 was better than in the fourth quarter of 2005. Selling, general, and administrative expenses increased to $29 million in the recent quarter from $25 million for the fourth quarter of 2005. The increase was due to improved retirement account funding, higher sales incentive costs, rising healthcare costs and $2 million of consulting fees for profit improvement initiatives. Stock compensation expense in the fourth quarter of 2006, a non-cash expense, was $2 million and is primarily related to the partial vesting, in connection with the initial public offering, of restricted common shares granted during 2006. Interest expense increased slightly to $13 million in the fourth quarter of 2006 from $12 million in the fourth quarter of 2005 due to higher weighted average interest rates on the revolving credit facility. The Company reported a net loss of $10 million for the fourth quarter of 2006, as compared to $88 million for the fourth quarter of 2005. The fourth quarter of 2005 included a $64 million impairment of goodwill that did not recur in 2006. In December 2006, the Company successfully completed an initial public offering and raised $87 million in net proceeds. 2006 full year sales were $479 million, up $60 million, or 14%, from 2005. Product sales were $388 million, an increase of $35 million, or 10%, from 2005. Unit volume was higher due to improving markets, and higher sales prices also contributed to the increase in product sales. Rental revenue of $63 million for 2006 increased 27% from $49 million in 2005 due to an improving rental market. Used rental equipment sales increased to $28 million for 2006 from $17 million in 2005 due to customer demand. Gross profit for 2006 was $138 million, or 29% of sales, an increase from $99 million, or 24% of sales, in 2005. Product sales contributed $92 million, or 24% of sales, an increase from the $76 million, or 21% of sales, in 2005. The $16 million increase was due to the higher unit volume and higher sales prices. The improvement in gross profit as a percent of sales was due to greater manufacturing efficiencies and additional product outsourcing. Rental gross profit for 2006 was $26 million, as compared to $11 million in 2005. Depreciation on rental equipment for 2006 was $19 million, as compared to $24 million in the same period of 2005. The difference was due to a change in the estimated useful lives of certain rental equipment and to the higher sales of used rental equipment. Rental gross profit before depreciation was $45 million in the first half, or 72% of rental revenue, a 25% increase from the $36 million, or 73% 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 depreciable life of equipment sold. Selling, general, and administrative expenses increased to $104 million for 2006 from $94 million in 2005. The increase was due to consulting fees for profit improvement initiatives of $4 million as well as improved retirement account funding, higher distribution costs, additional sales incentive costs, and rising healthcare costs. Stock compensation expense in 2006, a non-cash expense, was $2 million and is primarily related to the partial vesting, in connection with the initial public offering, of restricted common shares granted during 2006. Interest expense increased to $50 million in 2006 from $48 million in 2005, primarily due to higher weighted average interest rates on the revolving credit facility. The Company reported a net loss of $18 million for 2006, compared to $115 million in 2005. Eric R. Zimmerman, Dayton Superior's President and Chief Executive Officer said, "2006 was a year of substantial and positive change for Dayton Superior. Our markets improved as did our execution. The combined result was significantly improved financial performance allowing the successful IPO in December 2006. We still have much work to do, but our 2006 performance places a solid foundation under our continuous improvement plans. Current weather challenges aside, as we look through 2007, we are encouraged by the momentum in the non-residential building markets and look forward to regularly appraising our shareholders of our progress." Dayton Superior is the leading North American provider of specialized products consumed in non-residential, concrete construction, and we are the largest concrete forming and shoring rental company serving the domestic, non-residential construction market. Our products can be found on construction sites nationwide and are used in non-residential construction projects, including: infrastructure projects, such as highways, bridges, airports, power plants and water management projects; institutional projects, such as schools, stadiums, hospitals and government buildings; and commercial projects, such as retail stores, offices and recreational, distribution and manufacturing facilities. 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, except per share amounts) For the fiscal quarter ended: December 31, December 31, 2006 2005 Product sales $87,565 $83,245 Rental revenue 18,341 13,524 Used rental equipment sales 10,217 4,657 ---------------- ------------ Net Sales 116,123 101,426 ---------------- ------------ Product cost of sales 69,359 69,077 Rental cost of sales 10,515 10,649 Used rental equipment cost of sales 2,271 1,066 ---------------- ------------ Cost of Sales 82,145 80,792 ---------------- ------------ Product gross profit 18,206 14,168 Rental gross profit 7,826 2,875 Used rental equipment gross profit 7,946 3,591 ---------------- ------------ Gross Profit 33,978 20,634 Product gross profit % 20.8% 17.0% Rental gross profit % 42.7% 21.3% Used rental equipment gross profit % 77.8% 77.1% Gross Profit % 29.3% 20.3% Selling, General & Administrative 29,134 24,963 Selling, General & Administrative % 25.1% 24.6% Stock Compensation Expense 1,596 -- Facility Closing and Severance Expenses 50 1,170 Loss on Disposals of Property, Plant, and Equipment 271 6,158 Amortization of Intangibles and Impairment of Goodwill 75 64,084 ---------------- ------------ Income (Loss) from Operations 2,852 (75,741) Interest Expense, net 12,556 11,553 Other Expense (Income) 447 (174) ---------------- ------------ Loss Before Income Taxes (10,151) (87,120) Provision (Benefit) for Income Taxes (65) 639 ---------------- ------------ Net Loss $(10,086) $(87,759) ================ ============ Basic and diluted net loss per common share $(0.91) $(8.85) ================ ============ Average number of common shares outstanding 11,124 9,916 Depreciation Expense 6,943 10,107 Dayton Superior Corporation Summary Income Statement, Unaudited (in thousands, except per share amounts) For the year ended: December 31, December 31, 2006 2005 Product sales $388,100 $352,888 Rental revenue 62,769 49,485 Used rental equipment sales 28,441 16,610 ------------- ------------ Net Sales 479,310 418,983 ------------- ------------ Product cost of sales 296,351 277,107 Rental cost of sales 36,845 38,038 Used rental equipment cost of sales 7,706 5,254 ------------- ------------ Cost of Sales 340,902 320,399 ------------- ------------ Product gross profit 91,749 75,781 Rental gross profit 25,924 11,447 Used rental equipment gross profit 20,735 11,356 ------------- ------------ Gross Profit 138,408 98,584 Product gross profit % 23.6% 21.5% Rental gross profit % 41.3% 23.1% Used rental equipment gross profit % 72.9% 68.4% Gross Profit % 28.9% 23.5% Selling, General & Administrative 103,644 93,956 Selling, General & Administrative % 21.6% 22.4% Stock Compensation Expense 2,249 -- Facility Closing and Severance Expenses 423 1,712 Loss (Gain) on Disposals of Property, Plant, and Equipment (1,504) 4,529 Amortization of Intangibles and Impairment of Goodwill 560 64,570 ------------- ------------ Income from Operations 33,036 (66,183) Interest Expense, Net 50,096 47,970 Other Expense (Income) 555 (89) ------------- ------------ Loss Before Income Taxes (17,615) (114,064) Provision for Income Taxes 394 639 ------------- ------------ Net Loss $(18,009) $(114,703) ============= ============ Basic and diluted net loss per common share $(1.76) $(11.57) Average number of common shares outstanding 10,225 9,916 Depreciation Expense 25,919 32,857 Dayton Superior Corporation Summary Balance Sheet, Unaudited (in thousands) As of: December 31, December 31, 2006 2005 Summary Balance Sheet: Cash and Cash Equivalents $26,813 $-- Accounts Receivable, Net 71,548 62,326 Inventories 58,396 57,372 Other Current Assets 6,227 5,680 ------------- ------------ Total Current Assets 162,984 125,378 Rental Equipment, Net 63,766 68,400 Property & Equipment, Net 45,697 38,164 Goodwill & Other Assets, Net 49,188 49,578 ------------- ------------ Total Assets $321,635 $281,520 ============= ============ Current Portion of Long-Term Debt $2,551 $2,864 Accounts Payable 40,883 27,267 Other Current Liabilities 37,985 31,663 ------------- ------------ Total Current Liabilities 81,419 61,794 Revolving Credit Facility -- 48,700 Other Long-Term Debt 319,899 317,690 Other Long-Term Liabilities 21,861 24,673 ------------- ------------ Total Liabilities 423,179 452,857 ------------- ------------ Shareholders' Deficit (101,544) (171,337) ------------- ------------ Total Liabilities & Shareholders' Deficit $321,635 $281,520 ============= ============ Dayton Superior Corporation Summary Cash Flow Statement, Unaudited (in thousands) For the year ended: December 31, December 31, 2006 2005 Net Loss $(18,009) $(114,703) Non-Cash Adjustments to Net Loss 10,984 95,831 Changes in Assets and Liabilities 5,868 21,333 ------------ ------------ Net Cash Provided By (Used In) Operating Activities (1,157) 2,461 ------------ ------------ Property, Plant and Equipment Additions, Net (13,216) (5,140) Rental Equipment Additions, Net 6,905 (11,232) ------------ ------------ Net Cash Used in Investing Activities (6,311) (16,372) ------------ ------------ Net Payments Under Revolving Credit Facility (48,700) (10,100) Other Repayments of Long-Term Debt (2,880) (4,015) Financing Costs Incurred (1,272) (3) Issuance of Common Shares 87,009 29 Proceeds from Sale-leaseback -- 23,180 Other, Net 177 (6) ------------ ------------ Net Cash Provided By Financing Activities 34,334 9,085 ------------ ------------ Other, Net (53) 322 ------------ ------------ Net Increase (Decrease) in Cash and Cash Equivalents $26,813 $(4,504) ============ ============ CONTACT: Dayton Superior Corporation Edward J. Puisis, 937-428-7172 Executive Vice President & CFO Fax: 937-428-9115 -----END PRIVACY-ENHANCED MESSAGE-----