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FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C, 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _________________
Commission File Number 33-93644
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DAY INTERNATIONAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 31-1436 349
- ---------------------------- --------------
(State or other jurisdiction of (I.R.S. Employer ID No.)
incorporation or organization)
130 West Second Street, Suite 1700, Dayton, Ohio 45402
- -------------------------------------------------- --------
(Address of principal executive offices) (zip code)
(937) 224-4000
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(Registrant's telephone number including area code)
Indicate by check 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
--- ---
The number of Common Shares of the Company, $0.01 per share par value,
outstanding as of June 15, 1998 was 20,930.5
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<TABLE>
<CAPTION>
DAY INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(IN THOUSANDS)
1998 1997
---- ----
OPERATING ACTIVITIES
<S> <C> <C>
Net (loss) income $ (17,115) $ 1,575
Adjustments to reconcile net (loss) income to
net cash (used in) provided by operating activities:
Extraordinary loss on early extinguishment of debt 3,552
Depreciation and amortization 3,111 3,512
Deferred income taxes (4,317)
Non-cash charge related to stock option awards 8,585
Changes in operating assets and liabilities 72 (2,224)
--------- -------
Net cash (used in) provided by operating activities (6,112) 2,863
--------- -------
INVESTING ACTIVITIES
Capital expenditures (1,476) (1,500)
Other -- 2,620
--------- -------
Net cash (used in) provided by investing activities (1,476) 1,120
--------- -------
FINANCING ACTIVITIES
Proceeds from issuance of 2008 notes 111,134
Proceeds from issuance of exchangeable preferred stock 32,986
Proceeds from issuance of term loan 40,000
Contributions from shareholders 4,573
Repayment of existing credit facility (30,902)
Repayment of bridge loan (140,000)
Payment of consent fee (6,500)
Payments on the term loan (2,500)
Net payments on revolving credit facility -- (5,193)
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Net cash provided by (used in) financing activities 8,791 (5,193)
--------- -------
Effect of exchange rates on cash 90 (161)
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CASH AND CASH EQUIVALENTS:
Net increase (decrease) in cash and cash equivalents 1,293 (1,371)
Cash and cash equivalents at beginning of period 780 5,433
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Cash and cash equivalents at end of period $ 2,073 $ 4,062
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NON CASH TRANSACTIONS
Assumption of bridge loan $ 140,000
=========
Preferred stock dividend $ 153
=========
Amortization of preferred stock discount $ 7
=========
</TABLE>
See notes to condensed consolidated financial statements
5
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Day International, Inc.
Supplemental Combining Condensed Statement of Cash Flows
For the quarter ended March 31, 1998
<TABLE>
<CAPTION>
DAY DAY
International International, Non Guarantor
Group, Inc. Inc. (Guarantor) Subsidiaries Eliminations Consolidated
----------- ---------------- ------------ ------------ ------------
Operating Activities:
<S> <C> <C> <C> <C> <C>
Net (loss) income $ (17,115) $ (12,232) $ 980 $ 11,252 $(17,115)
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Extraordinary loss on early extinguishment of debt 3,124 428 3,552
Depreciation and amortization 2,716 395 3,111
Deferred income taxes (4,317) (4,317)
Non-cash charge related to stock option awards 8,585 8,585
Equity in loss (earnings) of subsidiaries 12,232 (980) (11,252) --
Changes in operating assets and liabilities 6,354 (7,269) 933 54 72
-----------------------------------------------------------------------
Net cash provided by (used in) operating activities 4,595 (13,069) 2,308 54 (6,112)
Investing Activities:
Capital expenditures (1,057) (419) (1,476)
Other -- -- --
-----------------------------------------------------------------------
Net cash provided by (used in) investing activities -- (1,057) (419) -- (1,476)
Financing Activities:
Proceeds from issuance of 2008 Notes 111,134 111,134
Proceeds from issuance of exchangeable
preferred stock 32,986 32,986
Proceeds from issuance of term loan 40,000 40,000
Contributions from shareholders 4,573 4,573
Repayment of existing credit facility (30,000) (902) (30,902)
Repayment of bridge loan (140,000) (140,000)
Payment of consent fee (6,500) (6,500)
Payments on the term loan (2,500) -- (2,500)
---------------------------------------------------------------------
Net cash provided by (used in) financing activities 9,693 -- (902) -- 8,791
Intercompany transfers (13,485) 13,539 -- (54) --
Effects of exchange rates on cash 90 90
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Cash and Cash Equivalents:
Net increase (decrease) in cash and cash equivalents 803 (587) 1,077 -- 1,293
Cash and cash equivalents at beginning of period 596 (320) 504 780
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Cash and cash equivalents at end of period $ 1,399 $ (907) $ 1,581 $ -- $ 2,073
======================================================================
</TABLE>
13
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Day International Group, Inc.
Part II: Other Information
Item 1. Legal Proceedings - None
Item 2. Changes in Securities and Use of Proceeds
a. During the quarter ended March 31, 1998, the Indenture governing
the 2005 Notes was amended to facilitate the Acquisition, to
eliminate the provisions of the Indenture subordinating the 2005
Notes to other indebtedness of the Company and to make certain
other changes. See Item 1 of this Report on Form 10-Q.
Item 6. Exhibits and Reports on Form 8-K
a. During the quarter ended March 31, 1998, the following reports
on Form 8-K were filed:
January 16, 1998 - Changes in Control of Registrant February 20,
1998 - Other Events
b. Exhibits
27 Financial Data Schedule
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
Registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Day International Group, Inc.
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(Registrant)
Date: June 15, 1998 /s/ David B. Freimuth
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David B. Freimuth
Vice President and
Chief Financial Officer
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