<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED COMMISSION FILE NUMBER
OCTOBER 1, 1999 1-11781
DAYTON SUPERIOR CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 31-0676346
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
Washington Village Dr., Suite 130
Dayton, Ohio 45459
- --------------------------------- ----------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: 937-428-6360
--------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed from last report)
Indicate by mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.
YES X NO
----- -----
5,943,183 Class A Common Shares were outstanding as of November 10, 1999
<PAGE> 2
PART I. - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Dayton Superior Corporation and Subsidiaries
Consolidated Balance Sheets
As of October 1, 1999 and December 31, 1998
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
October 1, December 31,
1999 1998
------------ ------------
ASSETS
<S> <C> <C>
Current assets
Cash $ 3,584 $ 560
Accounts receivable, net of allowances for doubtful accounts and
sales returns and allowances of $5,768 and $4,432 59,069 42,996
Inventories (Note 3) 36,386 36,058
Prepaid expenses and other current assets 3,574 4,396
Prepaid income taxes - 828
Future income tax benefits 3,467 3,521
--------- ---------
Total current assets 106,080 88,359
--------- ---------
Rental equipment, net (Note 3) 59,025 52,586
--------- ---------
Property, plant and equipment 70,200 63,850
Less accumulated depreciation (28,100) (22,069)
--------- ---------
Net property, plant and equipment 42,100 41,781
--------- ---------
Goodwill and intangible assets, net of accumulated amortization 70,909 70,130
Other assets 370 764
--------- ---------
Total assets $ 278,484 $ 253,620
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt (Note 4) $ 32 $ 32
Accounts payable 25,346 20,749
Accrued compensation and benefits 10,869 12,443
Accrued income taxes 3,304 -
Other accrued liabilities 6,761 10,408
--------- ---------
Total current liabilities 46,312 43,632
Long-term debt (Note 4) 128,779 118,173
Deferred income taxes 11,152 11,544
Other long-term liabilities 5,435 5,683
--------- ---------
Total liabilities 191,678 179,032
--------- ---------
Shareholders' equity
Class A common shares 47,417 42,316
Class B common shares - 5,037
Class A treasury shares (387) (145)
Cumulative other comprehensive income (302) (281)
Retained earnings 40,078 27,661
--------- ---------
Total shareholders' equity 86,806 74,588
--------- ---------
Total liabilities and shareholders' equity $ 278,484 $ 253,620
========= =========
</TABLE>
The accompanying notes to consolidated financial statements are
an integral part of these consolidated balance sheets.
2
<PAGE> 3
Dayton Superior Corporation and Subsidiaries
Consolidated Statements of Income
For The Three and Nine Fiscal Months Ended October 1, 1999 and October 2, 1998
(Amounts in thousands, except share and per share amounts) (Unaudited)
<TABLE>
<CAPTION>
Three Fiscal Months Ended Nine Fiscal Months Ended
--------------------------- ---------------------------
October 1, October 2, October 1, October 2,
1998 1998 1999 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 93,729 $ 82,809 $ 250,561 $ 218,790
Cost of sales 55,857 49,512 156,381 137,993
----------- ----------- ----------- -----------
Gross profit 37,872 33,297 94,180 80,797
Selling, general and administrative expenses 20,643 18,690 60,720 54,396
Amortization of goodwill and intangibles 578 497 1,761 1,529
----------- ----------- ----------- -----------
Income from operations 16,651 14,110 31,699 24,872
Other expenses
Interest expense, net 2,921 2,967 8,945 8,781
Other expense, net 92 (177) 177 (178)
----------- ----------- ----------- -----------
Income before provision for income taxes 13,638 11,320 22,577 16,269
Provision for income taxes 6,137 5,094 10,160 7,321
----------- ----------- ----------- -----------
Net income $ 7,501 $ 6,226 $ 12,417 $ 8,948
=========== =========== =========== ===========
Basic net income per share $ 1.26 $ 1.05 $ 2.09 $ 1.53
=========== =========== =========== ===========
Basic weighted average common shares outstanding 5,943,183 5,953,803 5,945,161 5,839,008
=========== =========== =========== ===========
Diluted net income per share $ 1.22 $ 1.01 $ 2.01 $ 1.47
=========== =========== =========== ===========
Diluted weighted average common and common
equivalents shares outstanding 6,169,760 6,193,038 6,183,032 6,073,046
=========== =========== =========== ===========
</TABLE>
The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.
3
<PAGE> 4
Dayton Superior Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For The Nine Fiscal Months Ended October 1, 1999 and October 2, 1998
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
October 1, October 2,
1999 1998
---------- ----------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 12,417 $ 8,948
Adjustments to reconcile net income to net cash used in operating
activities:
Depreciation 8,649 7,888
Amortization of goodwill and intangibles 1,761 1,529
Deferred income taxes (1,082) (1,263)
Amortization of deferred financing costs 643 593
Gain on sales of rental equipment and property, plant and (5,198) (5,690)
equipment
Changes in assets and liabilities, net of effects of acquisitions (Note 2):
Accounts receivable (15,505) (15,818)
Inventories 26 (1,911)
Prepaid and accrued income taxes 3,999 3,666
Accounts payable 4,491 6,734
Accrued liabilities and other long-term liabilities (3,776) 3,438
Other, net 953 375
-------- --------
Net cash used in operating activities 7,378 8,489
-------- --------
Cash Flows From Investing Activities:
Property, plant and equipment additions (5,006) (3,894)
Proceeds from sales of fixed assets 292 759
Rental equipment additions (13,144) (14,707)
Proceeds from sales of rental equipment 8,395 8,170
Acquisitions (Note 2) (5,415) (1,602)
-------- --------
Net cash used in investing activities (14,878) (11,274)
-------- --------
Cash Flows From Financing Activities:
Issuance of long-term debt 10,606 2,748
Purchase of treasury shares (242) -
Issuance of common stock 181 132
-------- --------
Net cash provided by financing activities 10,545 2,880
-------- --------
Effect of Exchange Rate Changes on Cash (21) (77)
-------- --------
Net increase in cash 3,024 18
Cash, beginning of period 560 -
-------- --------
Cash, end of period $ 3,584 $ 18
======== ========
Supplemental Disclosures:
Cash paid for income taxes $ 7,182 $ 4,053
Cash paid for interest 8,778 8,035
Issuance of common stock in conjunction with acquisition (Note 2) (117) 4,000
</TABLE>
The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.
4
<PAGE> 5
Dayton Superior Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
For The Three and Nine Fiscal Months Ended October 1, 1999 and October 2, 1998
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Fiscal Months Nine Fiscal Months
Ended Ended
------------------------ ------------------------
October 1, October 2, October 1, October 2,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income $ 7,501 $ 6,226 $ 12,417 $ 8,948
Other comprehensive income:
Foreign currency translation adjustment (83) (51) (21) (77)
---------- ---------- ---------- ----------
Comprehensive income $ 7,418 $ 6,175 $ 12,396 $ 8,871
========== ========== ========== ==========
</TABLE>
The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.
5
<PAGE> 6
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 1, 1999 AND OCTOBER 2, 1998
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
(1) CONSOLIDATED FINANCIAL STATEMENTS
The interim consolidated financial statements included herein have been prepared
by the Company, without audit, and include, in the opinion of management, all
adjustments necessary to state fairly the information set forth therein. Any
such adjustments were of a normal recurring nature. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted,
although the Company believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these unaudited
consolidated financial statements be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company's annual
financial statements for the year ended December 31, 1998.
(2) ACQUISITIONS
(a) SYMONS CORPORATION-- On September 29, 1997, the Company purchased the
stock of Symons Corporation ("Symons"). The purchase agreement between
the Company and the former stockholders of Symons ("the Former
Stockholders") relating to the Acquisition ("the Purchase Agreement")
provides for an adjustment to the purchase price under certain
circumstances. The Company has advised the Former Stockholders that it
believes it is entitled to a purchase price adjustment in its favor,
and the Former Stockholders similarly advised the Company that they
believe they are entitled to a purchase price adjustment in their
favor. The dispute has been referred to a mutually satisfactory
accounting firm, which is expected to resolve such differences in
accordance with the Purchase Agreement.
On June 12, 1998, the Former Stockholders filed a lawsuit in Delaware
Chancery Court seeking a determination with respect to a limited number
of issues involved in the dispute, which the Company believes can be
resolved only through arbitration. On October 28, 1998, the Court
granted the Company's motion to dismiss with respect to certain of
these issues (as to which the Company intends to proceed with
arbitration) and retained jurisdiction with respect to the remainder of
the issues. On December 28, 1998, the Court stayed the proceeding with
respect to the issues as to which it had retained jurisdiction, pending
the outcome of arbitration commenced by the parties with respect to the
purchase price adjustment. Either party may seek to reopen the
proceedings following the arbitration.
6
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At this time, the Company can make no determination as to the amount of
the adjustment, if any, which will be made to the purchase price. The
Company intends to vigorously pursue its rights under the Purchase
Agreement.
(b) CEMPRO, INC.-- Effective January 1, 1999, the Company acquired
substantially all of the assets and assumed certain of the liabilities
of Cempro, Inc. ("Cempro") for approximately $5,400 in cash, including
acquisition costs of approximately $100. The business is being operated
as a part of the Company's concrete accessories business.
The acquisition has been accounted for as a purchase, and the results
of Cempro have been included in the accompanying consolidated financial
statements since the date of acquisition. The purchase price has been
allocated based on the estimated fair values of the assets acquired and
liabilities assumed. Certain appraisals and evaluations are preliminary
and may change. Pro forma financial information is not required.
(c) SECURE, INC.-- In June 1998, the Company purchased substantially all of
the assets of Secure, Inc., ("Secure") a subsidiary of The Lofland
Company, for approximately $700 in cash, including acquisition costs of
approximately $100. This business is being operated as a part of the
Company's paving products business.
The acquisition has been accounted for as a purchase, and the results
of Secure have been included in the accompanying consolidated financial
statements since the date of acquisition. The purchase price has been
allocated based on the estimated fair values of the assets acquired.
Pro forma financial information is not required.
(d) SYMONS CONCRETE FORMS, INC.-- In May 1998, the Company purchased the
stock of Symons Concrete Forms, Inc. (formerly known as CAI). The
purchase price was approximately $6,600, including acquisition costs of
approximately $200, and was paid in cash of approximately $400,
assumption of long-term debt of approximately $2,200, and delivery of
216,040 Class A Common Shares valued at approximately $4,000, including
a purchase price reduction of approximately $100 (6,456 Class A Common
Shares) in 1999 related to uncollected accounts receivable. The
business is being operated as a part of the Company's concrete forming
systems division.
The acquisition has been accounted for as a purchase, and the results
of Symons Concrete Forms have been included in the accompanying
consolidated financial statements since the date of acquisition. The
purchase price has been allocated based on the estimated fair values of
the assets acquired and liabilities assumed. Pro forma financial
information is not required.
(e) NORTHWOODS-- In May 1998, the Company purchased the assets of the
Northwoods branches of Concrete Forming, Inc. ("Northwoods") for
approximately $800 in cash. The Northwoods branches are being operated
as a
7
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part of the Company's concrete forming systems division.
The acquisition has been accounted for as a purchase, and the results
of the Northwoods branches have been included in the accompanying
consolidated financial statements since the date of acquisition. The
purchase price has been allocated based on the estimated fair values of
the assets acquired. Pro forma financial information is not required.
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The interim consolidated financial statements have been prepared in accordance
with the accounting policies described in the notes to the Company's
consolidated financial statements for the year ended December 31, 1998. While
management believes that the procedures followed in the preparation of interim
financial information are reasonable, the accuracy of some estimated amounts is
dependent upon facts that will exist or calculations that will be accomplished
at year end. Examples of such estimates include changes in the LIFO reserve
(based upon the Company's best estimate of inflation to date) and management
bonuses. Any adjustments pursuant to such estimates during the fiscal quarter
were of a normal recurring nature.
(a) FISCAL QUARTER-- The Company's fiscal quarters are defined as the
periods ending on the Friday nearest to the end of March, June and
September.
(b) INVENTORIES-- Substantially all inventories of the domestic Dayton
Superior and Dur-O-Wal operations are stated at the lower of last in,
first out (LIFO) cost or market (which approximates current cost). All
other inventories are stated at the lower of first-in, first-out (FIFO)
cost or market. The Company had no LIFO reserve as of October 1, 1999
and December 31, 1998. Following is a summary of the components of
inventories as of October 1, 1999 and December 31, 1998:
October 1, December 31,
1999 1998
-------- --------
Raw materials $ 9,130 $ 7,659
Finished goods and work in progress 30,053 30,022
-------- --------
39,183 37,681
Net realizable value reserve (2,797) (1,623)
-------- --------
$ 36,386 $ 36,058
======== ========
(c) RENTAL EQUIPMENT-- Rental equipment is manufactured by the Company for
resale and for rent to others on a short-term basis. Rental equipment
is recorded at the lower of FIFO cost or market and is depreciated over
the estimated useful life of the equipment, twelve to fifteen years, on
a straight-line basis. The balances as of October 1, 1999 and December
31, 1998 are net of accumulated depreciation of $9,608 and $6,796,
respectively. Rental revenues and cost of sales associated with rental
revenue are as follows:
8
<PAGE> 9
Three fiscal months Nine fiscal months
ended ended
---------------------- ----------------------
October 1, October 2, October 1, October 2,
1999 1998 1999 1998
---------- ---------- ---------- ----------
Rental revenue $14,306 $13,295 $37,124 $31,757
Cost of sales 2,263 2,253 6,256 5,805
(d) FINANCIAL INSTRUMENTS--The Company uses interest rate swaps to manage
interest rate risk associated with its floating rate borrowings. The
swap agreements are contracts to exchange floating rate for fixed
interest payments periodically over the life of the agreements without
the exchange of the underlying amounts. The differential paid or
received on the interest rate agreements is recognized as an adjustment
to interest expense. The fair value of the interest rate swaps in place
at October 1, 1999 is a liability of $237.
(e) RECLASSIFICATIONS--Certain reclassifications have been made to the 1998
amounts to conform to their 1999 classifications.
(4) CREDIT ARRANGEMENTS
Following is a summary of the Company's long-term debt as of October 1, 1999 and
December 31, 1998:
<TABLE>
<CAPTION>
October 1, December 31,
1999 1998
---------- ------------
<S> <C> <C>
Revolving line of credit, weighted average interest rate of 6.9% $ 23,630 $ 13,000
Term Loan, weighted average interest rate of 8.1% 100,000 100,000
Note payable to one of the Former Stockholders, 10.5% 5,000 5,000
City of Parsons, Kansas Economic Development Loan, 7.0% 181 205
--------- ---------
Total long-term debt 128,811 118,205
Less current portion (32) (32)
--------- ---------
Long-term portion $ 128,779 $ 118,173
========= =========
</TABLE>
During 1999, the Revolving Credit Facility was increased from $40,000 to
$50,000. At October 1, 1999, $50,000 of the $50,000 Revolving Credit Facility
was available, of which $23,630 of borrowings was outstanding. The average
borrowing, maximum borrowing, and weighted average interest rate for the periods
indicated are as follows:
<TABLE>
<CAPTION>
Three fiscal months Nine fiscal months
ended ended
----------------------- -----------------------
October 1, October 2, October 1, October 2,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Average borrowing $27,656 $22,505 $27,668 $20,712
Maximum borrowing 32,560 25,280 37,140 26,620
Weighted average interest rate 7.0% 7.5% 6.9% 7.7%
</TABLE>
9
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The Credit Agreement contains certain restrictive covenants which, among other
things, require that the Company maintain a minimum fixed charge coverage ratio,
not exceed a certain leverage ratio and prohibit the payment of dividends on
Common Shares. The Company was in compliance with its loan covenants as of
October 1, 1999.
(5) STOCK OPTION PLANS
The Company has five stock option plans all of which provide for an option
exercise price equal to the stock's market price on the date of grant and all of
which are accounted for under APB Opinion No. 25, under which no compensation
costs have been recognized. Had compensation cost for these plans been
determined consistent with Statement of Financial Accounting Standards No.123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), the Company's net income
and net income per share for the three and nine fiscal months ended October 1,
1999 and October 2, 1998 would have been reduced to the following pro forma
amounts:
<TABLE>
<CAPTION>
Three fiscal months Nine fiscal months
ended ended
-------------------------- ---------------------------
October 1, October 2, October 1, October 2,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income As Reported $ 7,501 $ 6,226 $ 12,417 $ 8,948
Pro Forma 7,416 6,170 12,100 8,758
Basic net income per share As Reported 1.26 1.05 2.09 1.53
Pro Forma 1.25 1.04 2.04 1.50
Diluted net income per share As Reported 1.22 1.01 2.01 1.47
Pro Forma 1.21 1.00 1.97 1.45
</TABLE>
Because the SFAS 123 method of accounting has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation cost may
not be representative of that to be expected in future years.
A summary of the activity of the Company's stock option plans for the nine
fiscal months ended October 1, 1999 is presented in the table below:
Weighted
Average
Number of Exercise Price
Shares Per Share
--------- --------------
Outstanding at December 31, 1998 358,033 $ 6.75
Granted at a weighed average fair value of $8.27 92,600 19.44
Exercised (2,984) 8.38
Cancelled (866) 16.81
-------- -------
Outstanding at October 1, 1999 446,783 $ 9.35
======== =======
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(6) RETIREMENT PLANS
The Company has been in the process of terminating and merging various defined
benefit plans. As a result, in the second fiscal quarter of 1999, the Company
recorded a non-recurring pension plan termination gain of approximately $0.8
million, of which approximately $0.7 million was recorded as selling, general,
and administrative expenses and approximately $0.1 million was recorded as cost
of goods sold.
(7) SEGMENT REPORTING
The Company operates in four segments, each with a general manager: concrete
accessories, concrete forming systems, paving products, and masonry products.
The segments are differentiated by their products and services, all of which
serve the construction industry.
Sales between segments are recorded at normal selling price by the selling
division and at cost for the buying division, with the profit recorded as an
intersegment elimination. Segment assets include accounts receivable;
inventories; property, plant, and equipment; rental equipment; and an allocation
of goodwill. Corporate and unallocated assets include cash, prepaid income
taxes, future tax benefits, and financing costs. Export sales and sales by
non-U.S. affiliates are not significant.
Information about the profit (loss) of each segment and the reconciliations to
the consolidated amounts for the nine fiscal months ended October 1, 1999 and
October 2, 1998 is as follows:
<TABLE>
<CAPTION>
Three fiscal months Nine fiscal months
ended ended
----------------------- -----------------------
October 1, October 2, October 1, October 2,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Concrete Accessories $ 40,428 $ 37,669 $110,839 $ 99,540
Concrete Forming Systems 33,206 27,944 88,747 74,877
Paving Products 12,721 9,980 30,459 26,175
Masonry Products 7,374 7,216 20,516 18,198
-------- -------- -------- --------
Net sales to external customers $ 93,729 $ 82,809 $250,561 $218,790
======== ======== ======== ========
Concrete Accessories $ 53 $ 404 $ 851 $ 2,669
Concrete Forming Systems 1,043 1,596 3,670 3,979
Paving Products 35 - 132 -
-------- -------- -------- --------
Net sales to other segments $ 1,131 $ 2,000 $ 4,653 $ 6,648
======== ======== ======== ========
Concrete Accessories $ 878 $ 1,012 $ 2,771 $ 2,995
Concrete Forming Systems 1,742 1,633 5,249 4,834
Paving Products 153 187 516 553
Masonry Products 148 135 409 399
-------- -------- -------- --------
Interest expense $ 2,921 $ 2,967 $ 8,945 $ 8,781
======== ======== ======== ========
</TABLE>
11
<PAGE> 12
<TABLE>
<CAPTION>
Three fiscal months Nine fiscal months
ended ended
----------------------- -----------------------
October 1, October 2, October 1, October 2,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Concrete Accessories $ 9,428 $ 9,131 $ 18,370 $ 16,451
Concrete Forming Systems 3,987 2,775 7,255 4,718
Paving Products 1,461 1,028 1,912 1,921
Masonry Products 786 745 926 276
Intersegment Eliminations (558) (967) (2,290) (3,215)
Corporate (1,466) (1,392) (3,596) (3,882)
-------- -------- -------- --------
Income before income taxes $ 13,638 $ 11,320 $ 22,577 $ 16,269
======== ======== ======== ========
Concrete Accessories $ 712 $ 895 $ 2,860 $ 2,464
Concrete Forming Systems 1,430 1,388 4,120 3,797
Paving Products 211 203 634 591
Masonry Products 332 331 994 990
Corporate 16 16 41 46
-------- -------- -------- --------
Depreciation $ 2,701 $ 2,833 $ 8,649 $ 7,888
======== ======== ======== ========
Concrete Accessories $ 366 $ 281 $ 1,086 $ 921
Concrete Forming Systems 82 64 212 152
Paving Products 24 44 142 133
Masonry Products 106 108 321 323
-------- -------- -------- --------
Amortization of goodwill and intangibles $ 578 $ 497 $ 1,761 $ 1,529
======== ======== ======== ========
</TABLE>
Information regarding capital expenditures by segment and the reconciliation to
the consolidated amounts for the nine fiscal months ended October 1, 1999 and
October 2, 1998 is as follows:
<TABLE>
<CAPTION>
Three fiscal months Nine fiscal months
ended ended
----------------------- -----------------------
October 1, October 2, October 1, October 2,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Concrete Accessories $ 851 $ 116 $ 2,421 $ 1,455
Concrete Forming Systems 759 315 1,433 1,510
Paving Products 273 99 753 568
Masonry Products 66 199 352 292
Corporate - 35 47 69
---------- ---------- ---------- ----------
Property, Plant, and Equipment
Additions $ 1,949 $ 764 $ 5,006 $ 3,894
========== ========== ========== ==========
Concrete Accessories $ 591 $ 960 $ 1,534 $ 2,224
Concrete Forming Systems 2,990 5,571 11,516 12,483
Masonry Products 94 - 94 -
---------- ---------- ---------- ----------
Rental Equipment Additions $ 3,675 $ 6,531 $13,144 $14,707
========== ========== ========== ==========
</TABLE>
12
<PAGE> 13
There has been no material change in the relative assets employed by each
segment since December 31, 1998.
(8) CONTINGENCIES
Symons is currently a defendant involved in a civil suit brought by EFCO Corp.,
a competitor of Symons in one portion of their business. EFCO Corp. alleged that
Symons engaged in false advertising, misappropriation of trade secrets,
intentional interference with contractual relations, and certain other
activities. The events that precipitated this case occurred well before the
acquisition of Symons in 1997. After a jury trial, preliminary damages of
approximately $14,000 were awarded against Symons in January 1999. In ruling on
post-trial motions in April 1999, the Judge dismissed EFCO's claim of
intentional interference with contractual relations, but increased the damages
awarded to EFCO by $100. This case is currently on appeal before the United
States Court of Appeals for the Eighth Circuit. Symons and EFCO have filed their
briefs with the court and have requested the opportunity to present oral
arguments.
The Company believes that Symons has grounds for a successful appeal and remains
committed to vigorously pursuing its appellate rights. A successful appeal could
overturn the judgment against Symons or result in a new trial. Symons'
liability, if any, cannot finally be determined until such time as all rights of
the parties have been exhausted or have expired by lapse of time. The Company
considers the ultimate outcome of this litigation to be not estimable, and
accordingly, the Company has not recorded any liability for the resolution of
this suit. In the event that Symons is unsuccessful in its appeals, it may have
a material adverse effect on its consolidated financial position, results of
operations, or cash flows.
(9) SUBSEQUENT EVENT
(a) CONVERTIBLE PREFERRED TRUST SECURITIES-- On October 5, 1999, the
Company completed an underwritten public offering of 1,062,500
convertible trust preferred securities at a price of $20 per security.
The securities were issued by a limited purpose Delaware trust which
used the proceeds to purchase from the Company the same principal
amount of the Company's convertible junior subordinated debentures. The
securities are guaranteed by the Company on a subordinated basis.
Distributions are payable on the trust preferred securities at the rate
of 10% per annum, and the securities are convertible into Dayton
Superior Class A Common Shares at the rate of 0.80 common shares for
each preferred security, which equates to a conversion price of $25 per
common share, a 47% premium on the closing price on the date of
issuance.
The net proceeds of approximately $20,000 were used by the Company to
repay some of its borrowings under its Revolving Credit Facility. The
effect of
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<PAGE> 14
these securities, an increase of 850,000 common equivalent shares, has
not been reflected in the diluted weighted average common and common
equivalent shares outstanding for the three and nine months ended
October 1, 1999.
(b) SOUTHERN CONSTRUCTION PRODUCTS, INC.-- In October 1999, the Company
purchased substantially all of the assets and assumed certain of the
liabilities of Southern Construction Products, Inc. for approximately
$8.6 million in cash, subject to adjustment. The business is being
operated as part of the Company's masonry products and concrete
accessories businesses.
The acquisition has been accounted for as a purchase and the results of
Southern Construction Products will be included in the financial
statements from the date of acquisition. The purchase price will be
allocated based on the estimated fair values of the assets acquired.
Pro forma financial information is not required.
14
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Dayton Superior Corporation ("the Company") believes it is the largest North
American manufacturer and distributor of metal accessories and forms used in
concrete construction and of metal accessories used in masonry construction.
Although almost all of the Company's products are used in concrete or masonry
construction, the function and nature of the products differ widely. The Company
has four principal operating divisions, which are organized around the following
product lines:
- Concrete Accessories;
- Concrete Forming Systems;
- Paving Products; and
- Masonry Products.
In June 1998, the Transportation Equity Act for the 21st Century ("TEA-21") was
enacted. TEA-21 provides, on average, a 40% increase in federal highway spending
through 2004. The Company's paving products segment experienced benefit from
TEA-21 beginning in the second half of 1999. The Company believes that TEA-21
had no significant impact on its 1998 operations.
ACQUISITIONS
The Company has completed five acquisitions since the beginning of 1998. These
acquisitions were small add-on acquisitions, and are summarized in the following
table:
<TABLE>
<CAPTION>
Purchase Price
Date Business Acquired Division (In millions)
---- ----------------- -------- ---------
<S> <C> <C> <C>
May 1998 Symons Concrete Forms Concrete Forming Systems $6.6
May 1998 Northwoods Concrete Forming Systems 0.8
June 1998 Secure Paving Products 0.6
January 1999 Cempro Concrete Accessories 5.4
October 1999 Southern Construction Masonry Products and 8.6*
Concrete Accessories
</TABLE>
*Subject to adjustment
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<PAGE> 16
RESULTS OF OPERATIONS
The following table summarizes the Company's results of operations as a
percentage of net sales for the periods indicated:
<TABLE>
<CAPTION>
THREE FISCAL MONTHS NINE FISCAL MONTHS
ENDED ENDED
----------------------- -----------------------
OCTOBER 1, OCTOBER 2, OCTOBER 1, OCTOBER 2,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 59.6 59.8(1) 62.4 63.1(1)
---------- ---------- ---------- ----------
Gross profit 40.4 40.2(1) 37.6 36.9(1)
---------- ---------- ---------- ----------
Selling, general and administrative expenses 22.0 22.6(1) 24.2 24.8(1)
Amortization of goodwill and intangibles 0.6 0.6 0.7 0.7
---------- ---------- ---------- ----------
Total selling, general and administrative
expenses 22.6 23.2 24.9 25.5
---------- ---------- ---------- ----------
Income from operations 17.8 17.0 12.7 11.4
Interest expense, net 3.1 3.5 3.6 4.1
Other expense net 0.1 (0.2) 0.1 (0.1)
---------- ---------- ---------- ----------
Income before provision for income taxes 14.6 13.7 9.0 7.4
Provision for income taxes 6.6 6.2 4.0 3.3
---------- ---------- ---------- ----------
Net Income 8.0% 7.5% 5.0% 4.1%
========== ========== ========== ==========
</TABLE>
(1) We made a reclassification to the 1998 amounts to conform to the 1999
presentation.
COMPARISON OF THREE FISCAL MONTHS ENDED OCTOBER 1, 1999 AND OCTOBER 2, 1998
NET SALES
Net sales increased $10.9 million, or 13.2%, to $93.7 million in the third
quarter of 1999 from $82.8 million in the third quarter of 1998. The following
table summarizes our net sales by segment for the periods indicated:
<TABLE>
<CAPTION>
Three fiscal months ended
------------------------------------------------
October 1, 1999 October 2, 1998
------------------------ ----------------------
(In thousands)
Net Sales % Net Sales % % Change
--------- ------ --------- ------- --------
<S> <C> <C> <C> <C> <C>
Concrete accessories $ 40,481 43.2% $ 38,073 46.0% 6.3%
Concrete forming systems 34,249 36.5 29,540 35.7 15.9
Paving products 12,756 13.6 9,980 12.0 27.8
Masonry products 7,374 7.9 7,216 8.7 2.2
Intersegment eliminations (1,131) (1.2) (2,000) (2.4) (43.5)
-------- ----- -------- ----- -----
Net sales $ 93,729 100.0% $ 82,809 100.0% 13.2%
======== ===== ======== ===== =====
</TABLE>
Net sales of concrete accessories increased by 6.3% to $40.5 million in the
third quarter of 1999 from $38.1 million in the third quarter of 1998, due
primarily to the contribution of Cempro. Volume increases in most geographic
areas offset a volume decrease in some portions of the western United States.
Net sales of concrete forming systems increased 15.9% to $34.2 million for the
third quarter of 1999 compared to $29.5 million in the third quarter of 1998,
due to the expansion and introduction of new
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<PAGE> 17
products, including exclusive U.S. distribution rights to two European forming
systems. Net sales of paving products increased 27.8% to $12.8 million in the
third quarter of 1999 compared to $10.0 million in the third quarter of 1998 due
to an increase in volume as a result of TEA-21 and marketing initiatives. Net
sales of masonry products increased 2.2% to $7.4 million in the third quarter of
1999 from $7.2 million in the third quarter of 1998 due to volume gains of
commodity products.
GROSS PROFIT
Gross profit for the third quarter of 1999 was $37.9 million, a 13.7% increase
from $33.3 million in the third quarter of 1998, due primarily to increased net
sales. Gross margin was 40.4% in the third quarter of 1999, increasing from
40.2% in 1998 due primarily to higher margin rental revenues in the concrete
forming systems division that more than offset the impact of the higher
proportion of lower gross margin paving products division.
OPERATING EXPENSES
Selling, general, and administrative expenses, including amortization of
goodwill and intangibles ("SG&A expenses"), increased $2.0 to $21.2 million in
the third quarter of 1999, from $19.2 million in the third quarter of 1998, due
to increases in new product development and sales personnel. SG&A expenses were
lower as a percent of net sales from 23.2% in the third quarter of 1998 to 22.6%
in the third quarter of 1999, due to the effect of increased net sales on fixed
costs.
INTEREST EXPENSE
Interest expense decreased from $3.0 million in the third quarter of 1998 to
$2.9 million in the third quarter of 1999, despite the increase in debt, due to
lower interest rates.
INCOME BEFORE INCOME TAXES
Income before income taxes in the third quarter of 1999 increased 20.5% to $13.6
million from $11.3 million in the third quarter of 1998 and was comprised of the
following:
Three fiscal months ended
-----------------------------------
October 1, 1999 October 2, 1998
--------------- ---------------
(In thousands)
Concrete accessories $ 9,428 $ 9,131
Concrete forming systems 3,987 2,775
Paving products 1,461 1,028
Masonry products 786 745
Corporate (1,466) (1,392)
Intersegment eliminations (558) (967)
-------- --------
Income before income taxes $ 13,638 $ 11,320
======== ========
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<PAGE> 18
Concrete accessories' income before income taxes of $9.4 million in the third
quarter of 1999 increased $0.3 million from $9.1 million in the third quarter of
1998 due primarily to the increase in net sales. Concrete forming systems'
income before income taxes increased 43.7% to $4.0 million in the third quarter
of 1999 from $2.8 million in the third quarter of 1998 due to the increase in
net sales and a higher proportion of rental revenue. Income before income taxes
from paving products increased to $1.5 million in the third quarter of 1999 from
$1.0 million in the third quarter of 1998 due to the increase in net sales more
than offsetting the increases in personnel made in anticipation of the growth of
the business as a result of TEA-21. Income before income taxes from masonry
products was $0.8 million in the third quarter of 1999 compared to $0.7 million
in the third quarter of 1998 due to the increase in net sales. Corporate
expenses increased slightly to $1.5 million from $1.4 million. Elimination of
profit on intersegment sales was $0.6 million in the third quarter of 1999,
compared to $1.0 million in the third quarter of 1998.
NET INCOME
The effective tax rate remained flat at 45.0% in the third quarter of 1999
compared to the third quarter of 1998. Net income for the third quarter of 1999
was $7.5 million, or $1.26 per basic share and $1.22 per diluted share, compared
to $6.2 million, or $1.05 per basic share and $1.01 per diluted share, in the
third quarter of 1998.
COMPARISON OF NINE FISCAL MONTHS ENDED OCTOBER 1, 1999 AND OCTOBER 2, 1998
NET SALES
Net sales increased $31.8 million, or 14.5%, to $250.6 million in the first nine
months of 1999 from $218.8 million in the first nine months of 1998. The
following table summarizes our net sales by segment:
<TABLE>
<CAPTION>
Nine fiscal months ended
----------------------------------------------------
October 1, 1999 October 2, 1998
------------------------- ------------------------
(In thousands)
Net Sales % Net Sales % % Change
----------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Concrete accessories $ 111,690 44.6% $ 102,209 46.7% 9.3%
Concrete forming systems 92,417 36.9 78,856 36.0 17.2
Paving products 30,591 12.2 26,175 12.0 16.9
Masonry products 20,516 8.2 18,198 8.3 12.7
Intersegment eliminations (4,653) (1.9) (6,648) (3.0) (30.0)
--------- ----- --------- ----- ----
Net sales $ 250,561 100.0% $ 218,790 100.0% 14.5%
========= ===== ========= ===== ====
</TABLE>
Net sales of concrete accessories increased by 9.3% to $111.7 million in the
first nine months of 1999 from $102.2 million in the first nine months of 1998,
due to the contribution of Cempro, increases in volume, and new product
initiatives. Net sales of concrete forming systems were $92.4 million for the
first nine months of 1999 compared to $78.9 million in the first nine months of
1998 due to the net sales of the
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<PAGE> 19
acquired Symons Concrete Forms and Northwoods businesses and the expansion and
introduction of new products, including exclusive U.S. distribution rights to
two European forming systems. Net sales of paving products increased 16.9% to
$30.6 million in the first nine months of 1999 compared to $26.2 million in the
first nine months of 1998 due to an increase in volume as a result of TEA-21 and
marketing initiatives. Net sales of masonry products increased by 12.7% to $20.5
million in the first nine months of 1999 from $18.2 million in the first nine
months of 1998 due to higher volume, strategic pricing initiatives, and a shift
of resources to higher margin engineered products.
GROSS PROFIT
Gross profit for the first nine months of 1999 was $94.1 million, a 16.6%
increase from $80.8 million in the first nine months of 1998, due primarily to
increased net sales. Gross margin was 37.6% in the first nine months of this
year, increasing from 36.9% in the first nine months of 1998 due primarily to
higher manufacturing efficiencies in concrete accessories, the shift to higher
margin engineered products in the masonry products division, and higher growth
in the higher margin concrete forming systems business.
OPERATING EXPENSES
SG&A expenses increased $6.6 million to $62.5 million in the first nine months
of 1999 from $55.9 million in the first nine months of 1998, due to the
acquisitions and increases in new product development and sales personnel.
Additionally, the Company recorded a $0.7 million non-recurring pension plan
termination gain in the second quarter of 1999. SG&A expenses were lower as a
percent of net sales from 25.5% in the first nine months of 1998 to 24.9% (25.2%
without the pension gain) in the first nine months of 1999, due to the effect of
increased net sales on fixed costs.
INTEREST EXPENSE
Interest expense increased from $8.8 million in the first nine months of 1998 to
$8.9 million in the first nine months of 1999 due to increased long-term debt
resulting from the acquisition of Cempro and working capital growth, partially
offset by lower interest rates.
INCOME BEFORE INCOME TAXES
Income before income taxes in the first nine months of 1999 increased to $22.6
million from $16.3 million in the first nine months of 1998 and was comprised of
the following:
Nine fiscal months ended
---------------------------------------
October 1, 1999 October 2, 1998
--------------- ---------------
(In thousands)
Concrete accessories $ 18,370 $16,451
Concrete forming systems 7,255 4,718
Paving products 1,912 1,921
Masonry products 926 276
Corporate (3,596) (3,882)
Intersegment eliminations (2,290) (3,215)
-------- --------
Income before income taxes $ 22,577 $ 16,269
======== ========
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<PAGE> 20
Concrete accessories' income before income taxes of $18.4 million in the first
nine months of 1999 increased 11.7% from $16.5 million in the first nine months
of 1998 due primarily to the increase in net sales and manufacturing
efficiencies. Concrete forming systems' income before income taxes increased
53.8% to $7.3 million in the first nine months of 1999 from $4.7 million in the
first nine months of 1998 due to the increased net sales, a higher proportion of
rental revenue, and the contribution of the acquired Symons Concrete Forms.
Income before income taxes from paving products remained flat at $1.9 million in
the first nine months of 1999 compared to the first nine months of 1998 due to
the sales growth, offset by personnel increases made in anticipation of the
growth of the business as a result of TEA-21. Income before income taxes from
masonry products was $0.9 million in the first nine months of 1999 compared to
$0.3 million in the first nine months of 1998 due to higher net sales and the
shift to higher gross margin engineered products. Corporate expenses decreased
to $3.6 million from $3.9 million due to the non-recurring pension gain,
partially offset by the full nine month effect of 1998 personnel additions.
Elimination of profit on intersegment sales was $2.3 million in the first nine
months of 1999 as compared to $3.2 million in the first nine months of 1998.
NET INCOME
The effective tax rate remained flat at 45.0% in the first nine months of 1999
compared to the first nine months of 1998. Net income for the first nine months
of 1999 was $12.4 million, or $2.09 per basic and $2.01 per diluted share,
compared to $8.9 million, or $1.53 per basic share and $1.47 per diluted share,
in the first nine months of 1998. Without the pension gain, net income per
diluted share in the first nine months of 1999 was $1.94, a 32.0% increase from
the first nine months of 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's key statistics for measuring liquidity and capital resources are
net cash provided by operating activities, capital expenditures, debt to total
capitalization ratio, amounts available under our revolving credit facility and
cash gap. Cash gap is defined as the average number of days of outstanding
accounts receivable, plus the number of days of inventory on hand, less the
number of days of outstanding accounts payable.
The Company's capital requirements relate primarily to capital expenditures,
debt service and the cost of acquisitions. Historically, the Company's primary
sources of financing have been cash from operations, borrowings under its
revolving facility credit and the issuance of long-term debt and equity.
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<PAGE> 21
Net cash provided by operating activities in the first nine months of 1999 was
$7.4 million and was comprised of the following:
- $12.4 million of net income,
- $4.8 million of non-cash reductions to net income, and
- $(9.8) million of normal seasonal working capital growth.
The Company invested in the following:
- $9.5 million in net capital expenditures and
- $5.4 million of acquisitions.
These uses of cash were funded by draws on the Revolving Credit Facility of
$10.6 million, resulting in a net increase in cash of $3.0 million.
At October 1, 1999, working capital was $59.8 million, compared to $44.7 million
at December 31, 1998. The growth in working capital is primarily attributable to
higher cash and higher accounts receivable from both the overall growth of the
Company and the seasonally stronger third quarter.
At October 1, 1999, all of the $50.0 million Revolving Credit Facility was
available, of which $23.6 million of borrowings were outstanding. The term loan
had an outstanding balance at October 1, 1999 of $100.0 million. Other long-term
debt consisted of $5.0 million to one of the former stockholders of Symons
Corporation and $0.2 million to the City of Parsons, Kansas. At October 1, 1999,
the Company had $128.8 million of long-term debt outstanding, of which $32
thousand was current. The Company's net debt to total capitalization ratio, net
of cash, decreased to 59.1% as of October 1, 1999 from 61.2% as of December 31,
1998, primarily due to the net income generated.
For the first nine months of 1999, the Company's average cash gap days were 68,
an improvement of 8 days from 76 days in the first nine months of 1998 due to
the Company's continued focus on working capital management.
The Company believes its liquidity, capital resources and cash flows from
operations are sufficient to fund planned capital expenditures, working capital
requirements and debt service in the absence of additional acquisitions.
The Company intends to fund future acquisitions with cash, securities or a
combination of cash and securities. To the extent the Company uses cash for all
or part of any such acquisitions, it expects to raise such cash primarily from
operations, borrowings under the Revolving Credit Facility or, if feasible and
attractive, issuances of long-term debt or additional Class A Common Shares.
On October 5, 1999, the Company completed an underwritten public offering of
1,062,500 convertible trust preferred securities at a price of $20 per security.
The securities were issued by a limited purpose Delaware trust which used the
proceeds to purchase from the Company the same principal amount of the Company's
convertible
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<PAGE> 22
junior subordinated debentures. The securities are guaranteed by the Company on
a subordinated basis.
Distributions are payable on the trust preferred securities at the rate of 10%
per annum, and the securities are convertible into Dayton Superior Class A
Common Shares at the rate of 0.80 common shares for each preferred security,
which equates to a conversion price of $25 per common share, a 47% premium on
the closing price on the date of issuance.
The net proceeds of approximately $20,000 were used by the Company to repay some
of its borrowings under its Revolving Credit Facility. The effect of these
securities, an increase of 850,000 common equivalent shares, has not been
reflected in the diluted weighted average common and common equivalent shares
outstanding for the three and nine months ended October 1, 1999.
SEASONALITY
The Company's operations are seasonal in nature with approximately 60% of sales
historically occurring in the second and third quarters. Working capital and
borrowings fluctuate with sales volume. Historically, more than 50% of annual
cash flow from operations is generated in the fourth quarter.
INFLATION
The Company does not believe inflation had a significant impact on its
operations over the past two years. In the past, the Company has been able to
pass along all or a portion of the effects of increases in the price of steel,
its principal raw material. There can be no assurance the Company will be able
to continue to pass on the cost of such increases in the future.
YEAR 2000
Certain software and hardware systems are date sensitive. Older date sensitive
systems often use a two digit dating convention ("00" rather than "2000") that
could result in system failure and disruption of operations as the year 2000
approaches. This is referred to as the "Year 2000" issue. The Year 2000 issue
will impact the Company, its suppliers, customers and other third parties that
transact business with the Company.
The Company has a Year 2000 compliance team. This team is continuously reviewing
substantially all hardware and software systems within the Company, products
sold by the Company, and significant suppliers and other third parties that
transact business with the Company. Projects have been established to address
all significant Year 2000 issues identified in this review. The Year 2000 team
reports regularly to senior management on the progress of significant Year 2000
projects. Senior management reports to the Board of Directors on the Company's
progress with Year 2000 projects.
22
<PAGE> 23
The compliance review has involved testing of hardware and software systems,
including non-information technology systems such as telephones and Computer
Numerically Controlled machines. The Company has determined that it needs to
replace or modify some of its software and hardware systems. The Company is
replacing or upgrading the systems that have been identified as having Year 2000
issues.
The Company believes it has no material exposure to contingencies related to the
Year 2000 issue for products sold as almost none of the Company's products
contain time sensitive hardware or software systems.
The Company has initiated communications with significant suppliers, customers
and other relevant third parties to identify and minimize disruptions to the
Company's operations and to assist in resolving Year 2000 issues. Particular
attention has been given to those suppliers who may be the Company's only source
for certain products or components. Approximately 95% of the third parties have
responded indicating their Year 2000 readiness. The Company is diligently
attempting to obtain responses from the remaining parties that have not
responded and to clarify the readiness of those parties whose responses were not
clear. Nevertheless, there can be no certainty that the impacted systems and
products of other parties on which the Company relies will be Year 2000
compliant. The Company has also given particular attention to customers and
their ability to communicate orders and pay for goods received.
The Company's estimates of Year 2000 costs are based on numerous assumptions;
actual costs could be greater than estimates. Specific factors that might cause
such differences include, but are not limited to, the continuing availability of
personnel trained in this area and the Company's ability to timely identify and
correct all relevant software and hardware systems and the success of third
party vendors in addressing their own Year 2000 issues. To date, the Company has
incurred $905,000 of which $825,000 was capitalized and $80,000 was expensed.
These costs were to replace existing hardware and third party software and
professional fees for external assistance. The estimated future cost for
resolving Year 2000 issues is approximately $15,000 of which $5,000 is expected
to be capitalized and $10,000 is expected to be expensed. These costs are to
replace or upgrade existing hardware and third party software, including
professional fees for external assistance.
The Company believes it is diligently addressing the Year 2000 issues and that
it will satisfactorily resolve all significant Year 2000 problems. The Company
successfully completed a test of its integrated systems in the fourth quarter of
1998 and the second quarter of 1999. The Company completed substantially all of
its Year 2000 projects by the end of the second quarter of 1999. The Company
will continue to focus internal resources on ongoing contingency planning
throughout the balance of 1999.
The Company believes that its most reasonably likely worst case scenario would
be related to the lack of success of third party vendors in addressing their
Year 2000 issues, particularly suppliers who are the Company's only source, such
as local electricity providers. If a facility is unable to manufacture products
due to a lack of electricity, contingency plans include the transfer of
production orders to other facilities.
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<PAGE> 24
The Company believes the impact would not be significant due to the seasonal
capacity that exists in January.
FORWARD-LOOKING STATEMENTS
This Form 10-Q includes, and future filings by the Company on Form 10-K, Form
10-Q, and Form 8-K, and future oral and written statements by the Company and
its management may include, certain forward-looking statements, including
(without limitation) statements with respect to anticipated future operating and
financial performance, growth opportunities and growth rates, acquisition and
divestitive opportunities and other similar forecasts and statements of
expectation. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates" and "should," and variations of these words and
similar expressions, are intended to identify these forward-looking statements.
Forward-looking statements by the Company and its management are based on
estimates, projections, beliefs and assumptions of management and are not
guarantees of future performance. The Company disclaims any obligation to update
or revise any forward-looking statement based on the occurrence of future
events, the receipt of new information, or otherwise.
Actual future performance, outcomes and results may differ materially from those
expressed in forward-looking statements made by the Company and its management
as the 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 the Company's control such as weakness in the general economy, a
decrease in governmental spending, interest rate increases, changes in banking
and tax laws, and the continued delay by the states in initiating construction
projects under TEA-21 program; an unsuccessful outcome in the Company's legal
proceedings and disputes; the Company's ability to successfully identify,
finance, complete and integrate acquisitions; increases in the price of steel
(the principal raw material in the Company's products) and the Company's ability
to pass along such price increases to its customers; and the effects of weather
and seasonality on the construction industry; increasing consolidation of the
Company's customers; the mix of products the Company sells; and the failure of
the Company's supplies or customers to address their Year 2000 issues. This list
of factors is not intended to be exhaustive, and additional information
concerning relative risk factors can be found in the Company's Registration
Statement on Form S-3 and the Annual Report on Form 10-K filed with the
Securities and Exchange Commission. In addition to these factors, actual future
performance, outcomes and results may differ materially because of other, more
general, factors including (without limitation) general industry and market
conditions and growth rates, domestic economic conditions, governmental and
public policy changes and the continued availability of financing in the
amounts, at the terms and on the conditions necessary to support the Company's
future business.
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<PAGE> 25
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As of October 1, 1999, the Company had financial instruments that were sensitive
to changes in interest rates. These financial instruments consist of a $50.0
million Revolving Credit Facility, of which approximately $23.6 million was
outstanding; a $100.0 million Term Loan; variable-to-fixed interest rate swaps
on $50.0 million of the Term Loan; and approximately $5.2 million in other
fixed-rate long-term debt.
The Revolving Credit Facility terminates in 2002 and has several interest rate
options which re-price on a short-term basis. Accordingly, the fair value of the
Revolving Credit Facility as of October 1, 1999 approximated its $23.6 million
face value. The weighted average interest rate at October 1, 1999 was 6.9%.
The $100.0 million Term Loan is due in 2005. The Term Loan permits the Company
to choose from various interest rate options which re-price on a short-term
basis. Accordingly, the fair value of the Term Loan, as of October 1,1999,
approximated its face value. The Term Loan had a weighted average interest rate
of 8.1% at October 1, 1999.
The Company has two interest rate swap agreements on a total of $50.0 million of
the Term Loan that fixed the LIBOR-based component of the interest rate formula
as required by the Company's Credit Agreement. The swaps have a fixed ninety-day
LIBOR component of 6.3% and expire on November 1, 2000. The ninety-day LIBOR as
of October 1, 1999 was 6.1%. These swaps are contracts to exchange floating rate
for fixed rate interest payments without the exchange of underlying amounts. The
estimated fair value of the interest rate swaps as of October 1, 1999 is a
liability of $0.2 million.
Other long-term debt consists of a $5.0 million, 10.5% note payable due in 2004
with an estimated fair value as of October 1, 1999 of $5.6 million and a $0.2
million, 7.0% loan due in installments of $32 thousand per year with an
estimated fair value as of October 1, 1999 of $0.2 million.
In the ordinary course of its business, the Company also is exposed to price
changes in raw materials (particularly steel rod) and products purchased for
resale. The prices of these items can change significantly due to changes in the
markets in which the Company's suppliers operate. The Company generally does not
use financial instruments to manage its domestic or international exposure to
changes in commodity prices.
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<PAGE> 26
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Symons currently is a defendant in a civil suit brought by EFCO Corp., a
competitor of Symons in one portion of its business, in 1996 in the United
States District Court for the Southern District of Iowa (Case No.
4-96-CV-80552). EFCO Corp. alleged that Symons engaged in false advertising,
misappropriation of trade secrets, intentional interference with contractual
relations, and certain other activities. After a jury trial, preliminary damages
of approximately $14 million were awarded against Symons in January 1999. In
ruling on post-trial motions in April 1999, the Judge dismissed EFCO's claim of
intentional interference with contractual relations but increased the damages
awarded to EFCO by $0.1 million. This case is currently on appeal before the
United States Court of Appeals for the Eighth Circuit. Symons and EFCO have
filed their briefs with the court and have requested the opportunity to present
oral arguments.
The Company believes that Symons has grounds for a successful appeal and remains
committed to vigorously pursuing its appellate rights. A successful appeal could
overturn the judgment against Symons or result in a new trial. Symons'
liability, if any, cannot finally be determined until such time as all rights of
the parties have been exhausted or have expired by lapse of time. The Company
considers the outcome of this litigation to be not estimable and, accordingly,
the Company has not recorded any liability for the resolution of this suit. In
the event the Company is unsuccessful in its appeals, it may have a material
adverse effect on its consolidated financial position, results of operations, or
cash flows.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS. See Index to Exhibit following the signature page to this report
for a list of Exhibits.
(b) REPORTS ON FORM 8-K. During the quarter ended October 1, 1999, the Company
did not file any Current Reports on Form 8-K.
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<PAGE> 27
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: November 12, 1999 BY: /s/ Alan F. McIlroy
--------------------- ------------------------
Alan F. McIlroy
Chief Financial Officer
27
<PAGE> 28
INDEX TO EXHIBITS
-----------------
Exhibit No. Description
- ----------- -----------
(4) Instruments Defining the Rights of Security Holders, Including Indentures
4.1 Certificate of Trust of Dayton Superior Capital Trust
[Incorporated herein by reference to Exhibit 4.4 to the
Company's Registration Statement on Form S-3 (Reg. No.
333-84613)]
4.2 Form of Amendment and Restated Trust Agreement of Dayton
Superior Capital Trust among Dayton Superior Corporation, as
Depositor, Firstar Bank, N.A., as Property Trustee, Mark A.
Ferrucci, as Delaware Trustee, and the Administrative Trustees
named therein [Incorporated herein by reference to Exhibit 4.5
to the Company's Registration Statement on Form S-3 (Reg. No.
333-84613)]
4.3 Form of Junior Convertible Subordinated Indenture between
Dayton Superior Corporation and Firstar Bank, N.A., as
Indenture Trustee [Incorporated herein by reference to Exhibit
4.6 to the Company's Registration Statement on Form S-3 (Reg.
No. 333-84613)]
4.4 Form of Preferred Security (see Exhibit D to the Trust
Agreement referred to as Exhibit 4.2)
4.5 Form of Junior Convertible Subordinated Debenture (see Sections
2.2 and 2.3 of the Indenture included as Exhibit 4.3)
4.6 Form of Guarantee Agreement between Dayton Superior
Corporation, as Guarantor, and Firstar Bank, N.A., as Guarantee
Trustee, with respect to the Preferred Securities of the Dayton
Superior Capital Trust [Incorporated herein by reference to
Exhibit 4.9 to the Company's Registration Statement on Form S-3
(Reg. No. 333-84613)]
(27) Financial Data Schedule
27.1 Financial Data Schedule **
- ------------
** Filed herewith
28
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000854709
<NAME> DAYTON SUPERIOR CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> OCT-01-1999
<CASH> 3,584
<SECURITIES> 0
<RECEIVABLES> 64,837
<ALLOWANCES> (5,768)
<INVENTORY> 36,386
<CURRENT-ASSETS> 106,080
<PP&E> 70,200
<DEPRECIATION> (28,100)
<TOTAL-ASSETS> 278,484
<CURRENT-LIABILITIES> 46,312
<BONDS> 128,779
47,030
0
<COMMON> 0
<OTHER-SE> 39,776
<TOTAL-LIABILITY-AND-EQUITY> 278,484
<SALES> 250,561
<TOTAL-REVENUES> 250,561
<CGS> 156,381
<TOTAL-COSTS> 156,381
<OTHER-EXPENSES> 62,658
<LOSS-PROVISION> 237
<INTEREST-EXPENSE> 8,945
<INCOME-PRETAX> 22,577
<INCOME-TAX> 10,160
<INCOME-CONTINUING> 12,417
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,417
<EPS-BASIC> 2.09
<EPS-DILUTED> 2.01
</TABLE>
