-----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, UHmTpKyTRxtD7FQqr0kldiIVk53pO/wGyhEaYG8zi54yO95SW+dqkzOWsNfyBp/x dJpKW77ryQCenOg0N+CU5g== 0001157523-08-003911.txt : 20080508 0001157523-08-003911.hdr.sgml : 20080508 20080507180409 ACCESSION NUMBER: 0001157523-08-003911 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080507 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080508 DATE AS OF CHANGE: 20080507 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: 08811341 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 a5679645.htm 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 7, 2008

Dayton Superior Corporation
(Exact name of Registrant as specified in its charter)

Delaware

1-11781

31-0676346

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

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 7, 2008, Dayton Superior Corporation (the “Company”) issued a press release containing summary financial results for the first quarter of 2008. 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 7, 2008.


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

 

 

Dated:

May 7, 2008

By:

/s/ Edward J. Puisis

Edward J. Puisis

Executive Vice President and
Chief Financial Officer


EXHIBIT INDEX

Exhibit     99.1              Press Release Dated May 7, 2008

EX-99.1 2 a5679645ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Dayton Superior Reports First Quarter Results

DAYTON, Ohio--(BUSINESS WIRE)--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 28, 2008, compared with results for the similar period of 2007:

  • Net sales were $95 million, down from $99 million in 2007, primarily due to fewer good weather days;
  • Gross profit decreased $1 million to $28 million, due to lower net sales;
  • Net loss of $18 million, or 95 cents per share, as compared to $8 million, or 45 cents per share. Of the $18 million, $6 million is related to the refinancing of a portion of the Company’s debt.

Eric R. Zimmerman, Dayton Superior’s President and Chief Executive Officer, said, “The non-residential construction industry experienced challenges in the first quarter as a result of poor weather in several regions of the country and overall economic concerns driven by the tight credit markets. In spite of lower unit volume and revenue, our product sales gross margin continued to show improvement as the Dayton Superior team focused on operational improvements, cost controls, product line rationalization, new product developments and strong marketing disciplines.”

For the quarter, sales of Dayton Superior’s concrete construction related products were $77 million, a decrease of 4%. Unit volume was lower due to fewer good weather days and was partially offset by sales price increases. Revenues from rentals of concrete forming and shoring equipment were $14 million, down 7%. Sales of used rental equipment sales were up 5%.

Gross profit on product sales was $19 million for the quarter and flat with last year as a percent of product sales at 25%. Rental gross profit was $5 million, compared with $6 million last year due to the decline in revenue, but gross profit on the sales of used rental equipment for the quarter increased by $1 million.


Selling, general, and administrative expenses increased to $27 million in the recent quarter from $26 million last year. The increase was due to increased headcount, salary increases, and increased depreciation expense from the capital investments in 2007.

Mr. Zimmerman continued, “While the current commercial construction market conditions are challenging, the markets for infrastructure and institutional construction have reasonably good momentum. All in all, while our environment is not as robust as last year, we continue to believe that the full year 2008 will be another year of improvement for Dayton Superior.”

The Company has scheduled a conference call at 11:00 a.m. EDT, Thursday, May 8, 2008 to discuss the first quarter results. The conference call can be accessed by dialing 1-800-226-0630 and entering ID# 43192054 at least 10 minutes before the start of the call. A replay of the call will be available from 2:00 p.m. EDT on Thursday, May 8, 2008 through 11:59 p.m. EDT on Thursday, May 15, 2008 by calling 1-800-642-1687 or 1-706-645-9291 and entering ID# 43192054.

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 ability to refinance the Company’s debt on commercially reasonable terms;
  • depressed or fluctuating market conditions for the Company’s products and services;
  • operating restrictions imposed by the Company’s existing debt;
  • increased raw material costs and operating expenses;
  • the ability to increase manufacturing efficiency, leverage purchasing power and broaden the Company’s distribution network;
  • the competitive nature of the non-residential construction industry in general, as well as specific market areas.

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

(amounts in thousands, except per share amounts)

 
For the three fiscal months ended:
March 28, 2008   March 30, 2007
Amount  

% of
Sales

Amount

 

% of
Sales

 
Product Sales $ 77,303 81.1 % $ 80,176 81.0 %
Rental Revenue 13,580 14.2 % 14,573 14.7 %
Used Rental Equipment Sales 4,496   4.7 % 4,273   4.3 %
Net Sales 95,379   100.0 % 99,022   100.0 %
 
Product Cost of Sales 58,237 75.3 % 60,432 75.4 %
Rental Cost of Sales 8,537 62.9 % 8,093 55.5 %
Used Rental Equipment Cost of Sales 550   12.2 % 1,126   26.4 %
Cost of Sales 67,324   70.6 % 69,651   70.3 %
 
Product Gross Profit 19,066 24.7 % 19,744 24.6 %
Rental Gross Profit 5,043 37.1 % 6,480 44.5 %
Used Rental Equipment Gross Profit 3,946   87.8 % 3,147   73.6 %
Gross Profit 28,055 29.4 % 29,371 29.7 %
 
Selling, General & Administrative 26,835 28.1 % 25,858 26.2 %
Facility Closing and Severance Expenses 702

0.7

%

368 0.4 %
(Gain) Loss on Disposals of Property, Plant, and Equipment (531 )

(0.5

%)

83   ----  

Income from Operations

1,049 1.1 % 3,062 3.1 %
 
Interest Expense, net 12,394 13.0 % 11,050 11.2 %
Loss on Extinguishment of Long-Term Debt 6,224

6.5

%

---- ----
Other Expense 30   ----   112   0.1 %
Loss Before Income Taxes (17,599 ) (18.4 %) (8,100 ) (8.2 %)
Provision for Income Taxes 64   0.1 % 59   ----  
Net Loss $ (17,663 ) (18.5 %) $ (8,159 ) (8.2 %)
 
Weighted Average Shares Outstanding 18,563   18,209  
Basic and Diluted Net Loss Per Share $ (0.95 ) $ (0.45 )
 
Rental Depreciation $ 4,246 $ 3,984
Other Depreciation 2,347   1,863  
Total Depreciation $ 6,593   $ 5,847  
Rental Gross Profit Without Depreciation 9,289 68.4 % 10,464 71.8 %

Dayton Superior Corporation

Summary Balance Sheet, Unaudited

(in thousands)

 
As of:

March 28,
2008

 

December 31,
2007

Summary Balance Sheet:
Cash $ 1,081 $ 3,381
Accounts Receivable, Net 64,121 68,593
Inventories 78,905 66,740
Other Current Assets 7,884   6,458  
Total Current Assets 151,991 145,172
 
Rental Equipment, Net 66,381 67,640
Property & Equipment, Net 55,771 56,812
Goodwill & Other Assets 50,276   47,629  
Total Assets $ 324,419   $ 317,253  
 
Revolving Credit Facility $ 102,500 $ -
Current Portion of Long-Term Debt 102,849 8,990
Accounts Payable 36,255 39,204
Other Current Liabilities 28,728   34,933  
Total Current Liabilities 270,332 83,127
 
Other Long-Term Debt 152,318 315,607
Other Long-Term Liabilities 8,919   8,162  
Total Liabilities 431,569   406,896  
Stockholders’ Deficit (107,150 ) (89,643 )
Total Liabilities &

Stockholders’ Deficit

$ 324,419   $ 317,253  

Dayton Superior Corporation

Summary Cash Flow Statement, Unaudited

(in thousands)

 
For the three fiscal months ended:

March 28, 2008

 

March 30, 2007
(As restated)

 
Net Loss $ (17,663 ) $ (8,159 )
Non-Cash Adjustments to Net Loss 10,410 4,721
Changes in Assets and Liabilities (16,577 ) (21,821 )
Net Cash Used in Operating Activities (23,830 ) (25,259 )
 

Property, Plant and Equipment Additions, Net

(3,064 ) (5,031 )
Rental Equipment Proceeds (Additions), Net 2,214   (4,310 )
Net Cash Used in Investing Activities (850 ) (9,341 )
 

Net Borrowings Under Revolving Credit Facility

102,500 6,950
Net Repayments of Other Long-Term Debt (71,829 ) (207 )
Financing Costs Paid (3,560 ) (594 )
Prepayment Premium on Redemption of Long-Term Debt (4,641 ) -
Issuance of Shares of Common Stock - 731
Net Change in Loans to Stockholders (8 ) 831  
Net Cash Provided By Financing Activities 22,462   7,711  
 
Other, Net (82 ) 76  
Net Decrease in Cash $ (2,300 ) $ (26,813 )

CONTACT:
Dayton Superior Corporation
Edward J. Puisis, 937-428-7172
Executive Vice President & CFO
Fax: 937-428-9115

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