8-K 1 a5436039.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): June 27, 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 June 27, 2007, Dayton Superior Corporation ("Dayton Superior") released the following information with respect to its EBITDA for the years ended December 31, 2004, 2005 and 2006 and the three months ended March 31, 2006 and March 30, 2007: ($ in thousands) Year ended December 31, Three months ended ------------------------------ -------------------------------- 2004 2005 2006 March 31, 2006 March 30, 2007 ---- ---- ---- -------------- -------------- EBITDA $45,822 ($32,667) $58,960 $8,881 $8,843 EBITDA, a metric used by management to measure operating performance, is defined as earnings (loss) before interest expense, interest income, income taxes, depreciation and amortization of intangibles. Dayton Superior presents EBITDA because its management believes that EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industry, some of which present EBITDA when reporting their results. Dayton Superior's management regularly evaluates the company's performance as compared to other companies in its industry that have different financing and capital structures and/or tax rates by using EBITDA. Dayton Superior believes EBITDA allows for meaningful company-to-company performance comparisons by adjusting for factors such as interest expense, depreciation, amortization and income taxes, which often vary from company-to-company. In addition, Dayton Superior uses EBITDA in evaluating acquisition targets. EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income, operating income or any other performance measures derived in accordance with GAAP. Since not all companies use identical calculations, this presentation of EBITDA may not be comparable to other similarly titled measures of other companies. EBITDA is calculated and reconciled to net loss in the table set forth below: Year Ended December 31, Three Months Ended ------------------------------ ------------------- March 31, March 30, 2004 2005 2006 2006 2007 -------- -------- -------- -------- -------- Net loss ($48,749) ($114,703) ($18,009) ($9,075) ($8,159) Provision for income taxes 16,185 639 394 124 59 Interest expense 47,207 48,133 49,983 12,156 11,185 Interest income (559) (163) 113 (19) (135) Depreciation expense 30,749 32,857 25,919 5,544 5,847 Amortization of intangibles 989 570 560 151 46 EBITDA $45,822 ($32,667) $58,960 $8,881 $8,843 EBITDA was impacted by the following items: Loss on early extinguishment of long-term debt $842 - - - - (Gain) / loss on disposal of PP&E ($248) $4,529 ($1,504) ($669) $83 Facility closing and severance expenses 2,036 1,712 423 251 368 Stock compensation expense - - 2,249 26 659 One-time consulting fees - - 3,913 575 - Impairment of goodwill - 64,000 - - - Other expense / (income) (134) (89) 555 (52) 112 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: June 27, 2007 By: /s/ Edward J. Puisis -------------------------------- Edward J. Puisis Executive Vice President and Chief Financial Officer