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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): SEPTEMBER 29, 1997
DAYTON SUPERIOR CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 1-11781 31-0676346
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
721 RICHARD STREET, MIAMISBURG, OHIO 45342
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (937)866-0711
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 5. Other Events
- ------ ------------
This Current Report on Form 8-K is being filed by Dayton Superior
Corporation (the "Company") to report the following additional pro forma
financial information with respect to the Company and Symons Corporation (all
of the outstanding capital stock of which was acquired by the Company on
September 29, 1997) which is being filed herewith:
Unaudited Pro Forma Combined Balance Sheet as of September 26, 1997
Notes to Unaudited Pro Forma Combined Balance Sheet
Unaudited Pro Forma Combined Statement of Operations for
the nine months ended September 26, 1997
Unaudited Pro Forma Combined Statement of Operations
for the year ended December 31, 1996
Notes to Unaudited Pro Forma Statements of Operations
SIGNATURE
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 hereunto duly authorized.
DAYTON SUPERIOR CORPORATION
November 20, 1997 By: /s/ JOHN A. CICCARELLI
-----------------------------------
John A. Ciccarelli
President and Chief Executive Officer
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PRO FORMA COMBINED FINANCIAL INFORMATION
The unaudited pro forma combined financial information is based upon
the historical consolidated financial statements of the Company and Symons
Corporation (Symons) adjusted to give effect to the Acquisition and the
Company's June 1996 initial public offering. The unaudited pro forma combined
balance sheet gives effect to the Acquisition, including the related incurrence
of debt, as if it had occurred on September 26, 1997. The unaudited pro forma
combined statements of operations give effect to the Acquisition, including the
portion of the Company's new Credit Agreement used to pay Symons' shareholders
and to refinance Symons' long-term debt, and the June 1996 initial public
offering, as if they had occurred on January 1, 1996. The unaudited pro forma
combined financial information does not give effect to any other transactions
(including the portion of the Company's new Credit Agreement used to refinance
the Company's long-term debt) and does not purport to represent the Company's
results of operations had the Acquisition and the June 1996 initial public
offering, in fact, occurred on such dates, or the results that can be expected
for the Company in the future. No benefits for operating synergies expected by
management are included in the unaudited pro forma combined statements of
operations.
Certain evaluations included herein are preliminary estimates and are expected
to change upon completion of appraisals and valuations. However, in the opinion
of the Company's management, the preliminary allocations are not expected to
differ materially from the final allocations. The pro forma combined information
should be read in conjunction with the Company's historical consolidated
financial statements and the notes thereto in the Company's annual report on
Form 10-K.
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UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF SEPTEMBER 26, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
The Company, as Symons
of Corporation, Pro Forma
September 26, as of Adjustments
1997, August 31, 1997, Related to the Pro Forma
As Reported as Reported Acquisition Combined
----------- ---------------- -------------- ---------
ASSETS
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash $ 1,750 $ - $ - $ 1,750
Accounts receivable, net 24,103 30,826 - 54,929
Current portion of notes receivable - 1,800 - 1,800
Inventories 16,762 25,710 - 42,472
Prepaid expenses 984 1,293 - 2,277
Future tax benefits 988 - 510(9) 2,200
702(10)
--------- ------- ------- --------
Total current assets 44,587 59,629 1,212 105,428
RENTAL EQUIPMENT, NET 3,102 16,767 13,700(1) 33,569
NET PROPERTY, PLANT & EQUIPMENT 18,391 8,964 13,699(2) 41,054
GOODWILL AND INTANGIBLE ASSETS,
net of accumulated amortization 56,244 962 (962)(3) 59,119
2,382(4)
493(8)
OTHER ASSETS 1,161 1,824 - 2,985
--------- ------- ------- --------
Total assets $123,485 $88,146 $ 30,524 $242,155
========= ======= ======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving credit loan $ - $34,886 $(34,886) (5) $ -
Current portion of long-term debt 3,282 2,019 (2,019) (5) 3,282
Accounts payable 11,815 8,334 - 20,149
Accrued liabilities 9,180 6,933 3,000(6) 17,455
(1,658)(8)
--------- ------- ------- --------
Total current liabilities 24,277 52,172 (35,563) 40,886
LONG-TERM DEBT, less current portion 35,075 6,206 41,255(7) 124,823
2,382(4)
39,905(5)
LONG-TERM DEBT TO SHAREHOLDER - 3,000 (3,000)(5) -
DEFERRED INCOME TAXES 2,352 - 9,985(9) 12,775
438(10)
OTHER LONG-TERM LIABILITIES 1,819 275 615(8) 3,709
1,000(6)
--------- ------- ------- --------
Total liabilities 63,523 61,653 57,017 182,193
--------- ------- ------- --------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Class A Common Shares 33,234 - - 33,234
Class B Common Shares 9,749 - - 9,749
Additional paid-in capital - 5 (5)(11) -
Cumulative foreign currency translation adjustment (157) - - (157)
Retained earnings 17,136 26,488 (26,488)(11) 17,136
--------- ------- ------- --------
Total shareholders' equity 59,962 26,493 (26,493) 56,962
--------- ------- ------- --------
Total liabilities and shareholders' equity $ 123,485 $88,146 $30,524 $242,155
========= ======= ======= ========
</TABLE>
See accompanying footnotes.
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NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET
(1) To record rental equipment at preliminary estimate of the fair value.
The Company is in the process of obtaining appraisals and this amount
may change. In management's opinion, the preliminary estimate is not
expected to differ materially from the final appraisal.
(2) To record property, plant, and equipment at preliminary estimate of
fair value. The Company is in the process of obtaining appraisals and
this amount may change. In management's opinion, the preliminary
estimate is not expected to differ materially from the final appraisal.
(3) To eliminate Symons' goodwill. No additional goodwill results from the
Acquisition.
(4) To record financing costs related to the Credit Facility.
(5) To exchange Symons debt for the Company's Credit Facility
(6) To record reserves for closure of Symons facilities and severance of
Symons employees.
(7) To record portion of Credit Facility used for the Acquisition.
(8) To record unrecognized components of pension and post-retirement
benefits.
(9) To record income tax effects of entries 1, 2, 6, and 8.
(10) To record deferred taxes on Symons as a C-Corporation. No deferred
taxes were recorded as an S-Corporation.
(11) To eliminate equity of Symons.
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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
The Company, Pro Forma The Company, Symons
for the year Adjustments Pro Forma, for Corporation
ended Related to the The year ended for the Pro Forma
December 31, Company's December 31, year ended Adjustments
1996, Initial Public 1996, August 31, 1996, Related to the Pro Forma
as Reported Offering as Reported as Reported(1) Acquisition Combined
----------- -------------- -------------- --------------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 124,486 $ - $124,486 $ 104,488 $ - $ 228,974
Cost of sales 86,021 - 86,021 66,304 (714)(5) 152,524
913(6)
----------- --------- -------- ----------- --------- ----------
Gross profit 38,465 - 38,465 38,184 (199) 76,450
Selling, general and administrative
expenses 23,637 (125)(3) 23,512 31,440 (1,200)(7) 53,752
Amortization of goodwill and
intangibles 1,749 - 1,749 64 (64)(8) 1,749
----------- --------- -------- ----------- --------- ----------
Income from operations 13,079 125 13,204 6,680 1,065 20,949
Other expenses:
Interest expense, net 4,829 (1,399)(4) 3,430 4,083 3,755(9) 11,268
Other, net 96 - 96 (127) - (31)
----------- --------- -------- ----------- --------- ----------
Income before income taxes and
extraordinary item 8,154 1,524 9,678 2,724 (2,690) 9,712
Provision (benefit) for income
taxes 3,538 579(11) 4,117 60 975(10) 4,130
(1,022)(11)
----------- --------- -------- ----------- --------- ----------
Income (loss) before extraordinary
item $ 4,616 $ 945 $ 5,561 $ 2,664 $ (2,643) $ 5,582
Income (loss) before extraordinary =========== ========= ======== =========== ========= ==========
item per common and common
equivalent share $ 0.94 $ 0.94 $ 0.95
=========== ========= ==========
Weighted average common and common
equivalent shares outstanding 4,932,172 5,888,726 5,888,726
=========== ========== ==========
</TABLE>
See accompanying footnotes.
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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 26, 1997
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
The Company Symons
for the Corporation
nine months for the
ended nine months Pro Forma
September 26, ended Adjustments
1997, August 31, Related to the Pro Forma
as Reported 1997(2) Acquisition Combined
-------------- ------------ -------------- ---------
<S> <C> <C> <C> <C>
Net sales $ 108,411 $84,914 $ - $ 193,325
Cost of sales 73,389 53,144 (214)(5) 127,004
685(6)
--------- ------- ------- ---------
Gross profit 35,022 31,770 (471) 66,321
Selling, general and administrative
expenses 19,861 26,131 (900)(7) 45,092
Amortization of goodwill and intangibles 1,392 48 (48)(8) 1,392
--------- ------- ------- ---------
Income from operations 13,769 5,591 477 19,837
Other expenses:
Interest expense, net 2,306 3,086 3,030(9) 8,422
Other, net 20 91 - 111
--------- ------- ------- ---------
Income (loss) before income taxes 11,443 2,414 (2,553) 11,304
Provision (benefit) for income taxes 4,939 45 872(10) 4,886
(970)(11)
--------- ------- ------- ---------
Net income $ 6,504 $ 2,369 $(2,455) $ 6,418
========= ======= ======= =========
Net income per common and common
equivalent share $ 1.09 $ 1.08
========= =========
Weighted average common and common equivalent
shares outstanding 5,945,218 5,945,218
========= =========
</TABLE>
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NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
(1) It is not practicable to obtain financial statements of Symons for a
twelve-month period within 93 days of the Company's year-end.
Accordingly, Symons' statement of operations for the year ended August
31, 1996 is combined with the Company's consolidated statement of
operations for the year ended December 31, 1996 for presentation of
full year pro forma results.
(2) The Company's consolidated statement of operations for the nine months
ended September 26, 1997 is combined with Symons' statement of
operations for the nine months ended August 31, 1997.
(3) To eliminate management fee paid to Ripplewood Holdings.
(4) To record decrease in interest expense from the use of proceeds of the
Company's initial public offering to retire long-term debt.
(5) To record a.) net change in Symons' rental equipment depreciation,
attributable to increased depreciation related to recording rental
equipment at fair value, and for decreased depreciation that conforms
Symons to the Company's depreciation policy and b.) increased cost of
goods sold on the sale of used equipment, attributed to recording
rental equipment at fair value.
(6) To record higher depreciation attributed to step up of property, plant
and equipment values to fair value over a weighted average of 15 years,
including the effects of non-depreciable land.
(7) To remove the expenses attributed to Symons' shareholders. No benefit
for operating synergies is reflected.
(8) To remove Symons goodwill amortization.
(9) To record increase in interest expense, including amortization of
financing costs, on the Credit Facility, including exchanging Symons'
debt for the Company's Credit Facility.
(10) To record income taxes on Symons as a C-Corporation rather than an
S-Corporation.
(11) To record income tax effect of previous entries.
