-----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, L+80/pd1OIoUHUdFY7a4xtaQy6Szg0KZC8DZSGCr03yon97/o2cUQw4khvEHt6cb bz+eWFpE0vq7aoOkM8YR/A== 0001157523-07-004437.txt : 20070502 0001157523-07-004437.hdr.sgml : 20070502 20070502165221 ACCESSION NUMBER: 0001157523-07-004437 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070502 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070502 DATE AS OF CHANGE: 20070502 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: 07811348 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 a5393200.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): May 2, 2007 Dayton Superior Corporation (Exact name of Registrant as specified in its charter) Delaware 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 2, 2007, Dayton Superior Corporation issued a press release containing summary financial results for the first quarter of 2007. 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 2, 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: May 2, 2007 By:/s/ Edward J. Puisis ----------------------------------------- Edward J. Puisis Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit 99.1 Press Release Dated May 2, 2007 EX-99.1 2 a5393200-ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 Dayton Superior Reports First Quarter Results DAYTON, Ohio--(BUSINESS WIRE)--May 2, 2007--Dayton Superior Corporation (NASDAQ:DSUP), the leading North American provider of specialized products for the non-residential concrete construction market, reported today the following results for its first quarter ended March 31, 2007, compared with results for the similar period of 2006: -- Net sales were $99 million, down slightly from $101 million in 2006 as harsh weather curtailed first quarter construction activity in many markets; -- Gross profit increased by $2.9 million to $29 million or 11%, as costs were reduced and pricing improved; -- Net loss of $8 million, or 45 cents per share, improved from $9 million, or 92 cents per share. Eric R. Zimmerman, Dayton Superior's President and Chief Executive Officer, said, "We are devoting a great deal of attention to improving gross margins and customer service, and the results are evident in our improved first quarter financial results. The latest F.W. Dodge reports confirm our own indications that conditions are improving following severe weather that restricted construction activity in many regions this winter, following a mild winter in 2006. Additional confirmation of our market strength is seen in construction employment, as, apart from homebuilding, it is expanding nicely. We are well prepared to benefit both from seasonal trends and the upturn in demand from new infrastructure and commercial construction projects. We will continue to improve our customer service and our cost structure, with a goal of improving our earnings while building on our leading position in the non-residential markets. We are encouraged by our first quarter results and excited about the potential 2007 holds." Sales of Dayton Superior's products were $80 million, a decrease of 4% from the first quarter of 2006. Unit volume was lower due to the weather, but partially offset by higher sales prices. Revenues from rentals of concrete forming and shoring equipment were $15 million, up 10%, the result of an improving rental market and better positioning of the fleet. Sales of used rental equipment sales were down slightly. Gross profit on product sales was $20 million, or 25% of sales, compared with $18 million and 21% in the first quarter of 2006. Higher sales prices and improvements in operating costs, including freight expense, were principal factors. Gross profit on rental revenue was $6 million, compared with $5 million in the first quarter of 2006. Depreciation on rental equipment was $4 million in both periods. Rental gross profit before depreciation was $10 million in the quarter, or 72% of revenue. This is an 11% increase from $9 million, or 71% of revenue in the first quarter of 2006, resulting from increased rental revenue and higher utilization compared to 2006. As a percentage of sales, gross profit on the sales of used rental equipment for the first quarter of 2007 was slightly better than in the first quarter of 2006. Selling, general, and administrative expenses increased to $25 million in the recent quarter from $24 million for the first quarter of 2006. The increase was due to increased sales and engineering headcount, salary increases, and distribution center lease costs. Stock compensation expense, a non-cash expense, was $1 million in the first quarter of 2007 and is related to the continued vesting of restricted common stock in connection with our initial public offering in December 2006. Proceeds from the IPO were used in part to pay down our revolving credit facility, which led to a $1 million reduction in interest expense from last year's first quarter, to $11 million. The Company has scheduled a conference call at 11:00 a.m. EDT, Thursday, May 3, 2007 to discuss the first quarter results. The conference call can be accessed by dialing 1-866-244-4630. A replay of the call will be available from 7:00 p.m. EDT on Thursday, May 3, 2007 through 11:59 p.m. EDT on Thursday, May 17, 2007 by calling 1-888-266-2081 and entering reservation #1071260. 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): -- depressed or fluctuating market conditions for our products and services; -- operating restrictions imposed by our existing debt; -- increased raw material costs and operating expenses; -- our ability to increase manufacturing efficiency, leverage our purchasing power and broaden our distribution network; -- the competitive nature of our industry in general, as well as our specific market areas; -- changes in prevailing interest rates and the availability of and terms of financing to fund the anticipated growth of our business. 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. Dayton Superior Corporation Summary Income Statement, Unaudited (amounts in thousands, except per share amounts) For the three months ended: March 30, 2007 March 31, 2006 Amount % of Sales Amount % of Sales -------- ---------- -------- ---------- Product Sales $80,176 81.0% $83,224 82.1% Rental Revenue 14,573 14.7% 13,263 13.1% Used Rental Equipment Sales 4,273 4.3% 4,844 4.8% -------- ---------- -------- ---------- Net Sales 99,022 100.0% 101,331 100.0% -------- ---------- -------- ---------- Product Cost of Sales 60,432 75.4% 65,482 78.7% Rental Cost of Sales 8,093 55.5% 7,939 59.9% Used Rental Equipment Cost of Sales 1,126 26.4% 1,417 29.3% -------- ---------- -------- ---------- Cost of Sales 69,651 70.3% 74,838 73.9% -------- ---------- -------- ---------- Product Gross Profit 19,744 24.6% 17,742 21.3% Rental Gross Profit 6,480 44.5% 5,324 40.1% Used Rental Equipment Gross Profit 3,147 73.6% 3,427 70.7% -------- ---------- -------- ---------- Gross Profit 29,371 29.7% 26,493 26.1% Selling, General & Administrative (SG&A) 25,153 25.4% 23,600 23.3% -------- ---------- -------- ---------- Gross Profit Less SG&A(1) 4,218 4.3% 2,893 2.8% Facility Closing and Severance Expenses 368 0.4% 251 0.2% Stock Compensation Expense 659 0.7% 26 ---- (Gain) Loss on Disposals of Property, Plant, and Equipment 83 0.1% (669) (0.7%) Amortization of Intangibles 46 ---- 151 0.2% -------- ---------- -------- ---------- Income from Operations 3,062 3.1% 3,134 3.1% Interest Expense, net 11,050 11.2% 12,137 12.0% Other Expense (Income) 112 0.1% (52) (0.1%) -------- ---------- -------- ---------- Loss Before Income Taxes (8,100) (8.2%) (8,951) (8.8%) Provision for Income Taxes 59 ---- 124 0.2% -------- ---------- -------- ---------- Net Loss $(8,159) (8.2%) $(9,075) (9.0%) ======== ========== ======== ========== Weighted Average Shares Outstanding 18,209 9,917 -------- -------- Basic and Diluted Net Loss Per Share $(0.45) $(0.92) ======== ======== Rental Depreciation $3,984 $4,089 Other Depreciation 1,863 1,455 -------- -------- Total Depreciation $5,847 $5,544 ======== ======== Rental Gross Profit Without Depreciation 10,464 71.8% 9,413 71.0% (1) Gross Profit Less SG&A is calculated and reconciled to Gross Profit ($29,371 and $26,493, respectively, for the three months ended March 30, 2007 and March 31, 2006) by subtracting SG&A expenses ($25,153 and $23,600, respectively, for the three months ended March 30, 2007 and March 31, 2006) from Gross Profit. Dayton Superior Corporation Summary Balance Sheet, Unaudited (in thousands) As of: March 30, 2007 December 31, 2006 Summary Balance Sheet: Cash $- $26,813 Accounts Receivable, Net 69,072 71,548 Inventories 70,464 58,396 Other Current Assets 8,636 6,227 -------------- ----------------- Total Current Assets 148,172 162,984 Rental Equipment, Net 67,235 63,766 Property & Equipment, Net 47,722 45,697 Goodwill & Other Assets 48,991 49,188 -------------- ----------------- Total Assets $312,120 $321,635 ============== ================= Current Portion of Long-Term Debt $3,051 $2,551 Accounts Payable 33,976 40,883 Other Current Liabilities 32,623 38,195 -------------- ----------------- Total Current Liabilities 69,650 81,629 Revolving Credit Facility 6,950 - Other Long-Term Debt 320,291 319,899 Other Long-Term Liabilities 20,773 21,651 -------------- ----------------- Total Liabilities 417,664 423,179 -------------- ----------------- Stockholders' Deficit (105,544) (101,544) -------------- ----------------- Total Liabilities & Stockholders' Deficit $312,120 $321,635 ============== ================= Dayton Superior Corporation Summary Cash Flow Statement, Unaudited (in thousands) For the three months ended: March 30, 2007 March 31, 2006 Net Loss $(8,159) $(9,075) Non-Cash Adjustments to Net Loss 4,721 2,863 Changes in Assets and Liabilities (21,376) (13,773) -------------- -------------- Net Cash Used in Operating Activities (24,814) (19,985) -------------- -------------- Property, Plant and Equipment Additions, Net (5,031) (1,744) Rental Equipment Additions, Net (4,755) (946) -------------- -------------- Net Cash Used in Investing Activities (9,786) (2,690) -------------- -------------- Net Borrowings Under Revolving Credit Facility 6,950 23,500 Repayments of Other Long-Term Debt (207) (799) Financing Costs Incurred (594) - Issuance of Shares of Common Stock 731 - Net Change in Loans to Stockholders 831 (9) -------------- -------------- Net Cash Provided By Financing Activities 7,711 22,692 -------------- -------------- Other, Net 76 (17) -------------- -------------- Net Decrease in Cash $(26,813) $- ============== ============== CONTACT: Dayton Superior Corporation, Dayton Edward J. Puisis, Executive Vice President & CFO 937-428-7172 Fax: 937-428-9115 -----END PRIVACY-ENHANCED MESSAGE-----