##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number 1-11781
 DAYTON SUPERIOR
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Delaware

31-0676346(State of incorporation)

(I.R.S. Employer Identification
    No.)   7777 Washington Village Dr.
 Suite 130
 Dayton, Ohio 45459
 (Address of principal executive
    office)
 Registrants telephone number, including area code:
 (937) 428-6360
  Securities registered pursuant to Section 12(b) of the
    Act:
 Common Stock, par value $0.01 per share, registered on The
    Nasdaq Stock Market LLC
 Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
    DOCUMENT
    INCORPORATED BY REFERENCE




---





TABLE OF CONTENTS  Part IPart IIREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMConsolidated Balance SheetsConsolidated Statements of OperationsConsolidated Statements of Stockholders DeficitConsolidated Statements of Cash FlowsConsolidated Statements of Comprehensive LossNotes to Consolidated Financial StatementsSchedule II -- Valuation and Qualifying AccountsPart IIIPart IVSIGNATURESIndex of ExhibitsEX-10.1EX-23EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  Form 10-K,
 
  Part I
  Item 1.
    Business.  Available
    Information
  1-800-SEC-0330. http://www.sec.gov.
  General
    
    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.    tilt-up
     1




---



##### Table of Contents



Products
  ® ® ® ® ® ® ® ® ® ® ® ®
  Product
    Sales Consist Of:
  
    Wall-Forming Products.  Wall-forming products
    include shaped metal ties and accessories used to hold concrete
    forms in place while the concrete is curing.
    Bridge Deck Products.  Bridge deck products are
    metal assemblies of varying designs used to support the formwork
    used by contractors in the construction and rehabilitation of
    bridges.
    Bar Supports.  Bar supports are non-structural
    steel, plastic, or cementitious supports used to position rebar
    within a horizontal slab or concrete form.
    Splicing Products.  Splicing products are used
    to join two pieces of rebar together at a construction site
    without the need for extensive preparation of the rebar ends.
    Precast and Prestressed Concrete Construction
    Products.  Precast and prestressed concrete
    construction products are metal assemblies of varying designs
    used or consumed in the manufacture of precast concrete panels
    and prestressed concrete beams and structural members.
    Formliner Products.  Formliner products include
    plastic and elastomeric products that adhere to the inside face
    of forms to provide shape or texture to the surface of the
    concrete.
    Chemical Products.  Chemical products include a
    broad spectrum of chemicals for use in concrete construction,
    including form release agents, bond breakers, curing compounds,
    liquid hardeners, sealers, water repellents, bonding agents,
    grouts and epoxies, and other chemicals used in the pouring and
    placement of concrete.
    Masonry Products.  Masonry products are wire
    products that improve the performance and longevity of masonry
    walls by providing crack control, better water resistance,
    greater elasticity and higher strength to withstand seismic
    shocks.
    Welded Dowel Assemblies.  Welded dowel
    assemblies are used to transfer dynamic loads between two
    adjacent slabs of concrete roadway.
    Architectural Paving Products.  Architectural
    paving products are used to apply decorative texture and
    coloration to concrete surfaces.
    Tilt-Up
    Construction
    Products.Tilt-up
    construction products include a complete line of inserts,
    reusable lifting hardware and adjustable beams used in the
    tilt-up
    method of construction.
    Forming Systems.  Forming systems are reusable,
    engineered modular forms which hold liquid concrete in place on
    concrete construction jobs while it cures.
    Shoring Systems.  Shoring systems, including
    aluminum beams and joists, are reusable post shores and shoring
    frames used to support deck and other raised forms while
    concrete is being poured.  Rental
    Revenues and Sales of Used Rental Equipment Consist
    Of:
  
    Forming systems, shoring systems and
    tilt-up
    construction products, each as described above. 2




---



##### Table of Contents



Manufacturing
        Fleet
    Management
    Distribution
    Sales and
    Marketing
    Technical
    and Customer Service
   3




---



##### Table of Contents



Customers
    Raw
    Materials
    Competition
    Trademarks
    and Patents
  ® ® ® ® ® ® ® ® ® ® ® ® ® ®
  Employees
    Seasonality
    Backlog
   4




---



##### Table of Contents



Item 1A.
    Risk
    Factors  The non-residential construction industry is cyclical, and we
    may experience prolonged depressed market conditions for our
    products and services.
  
    a decline in general economic activity;
    a decrease in government spending on construction projects;
    an increase in raw material and overall construction costs;
    interest rate increases, which make borrowings used to finance
    construction projects more expensive; and
    changes in banking and tax laws, which may reduce incentives to
    begin construction projects.  Demand for some of our products is seasonal, and we may
    experience significant variations in quarterly
    performance. 2002-2003,
  Our substantial level of indebtedness could adversely affect
    our business, financial condition or results of operations and
    adversely affect the price of our common
    stock.
    
    increase our vulnerability to general adverse economic and
    industry conditions;
    require us to dedicate a substantial portion of our cash flow
    from operations to payments of principal and interest on our
    indebtedness, thereby reducing the availability of our cash flow
    for operations and other general purposes; 5




---



##### Table of Contents




    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate;
    place us at a disadvantage to our competitors that have less
    debt; and
    limit, along with other restrictive covenants in our
    indebtedness agreements, among other things, our ability to
    borrow additional funds.    Our debt instruments governing our revolving credit facility
    and our outstanding terms notes and senior subordinated notes
    impose significant operating restrictions on
    us.
  
    incur additional indebtedness;
    create liens;
    pay dividends and make distributions in respect of our capital
    stock;
    enter into agreements that restrict our subsidiaries
    ability to pay dividends or make distributions;
    redeem or repurchase our capital stock;
    make investments or other restricted payments;
    issue or sell preferred stock of our subsidiaries;
    enter into transactions with affiliates; and
    consolidate, merge or sell all or substantially all of our
    assets.    We have a history of losses and may experience substantial
    losses in the future. We cannot assure you that our net
    operating loss carryforwards will result in any significant tax
    savings in future periods.
 6




---



##### Table of Contents



We expect to incur additional facility closing expenses in
    2008.
  Our substantial stockholders deficit may require us to
    maintain additional working capital.
  Increased costs of raw materials and energy resources may
    result in increased operating expenses and adversely affect our
    results of operations and cash flow.
  Our rental fleet is subject to residual value risk upon
    disposition.
  
    the market price for new equipment of a like kind;
    wear and tear on the equipment relative to its age;
    the time of year that it is sold (generally prices are higher
    during the peak construction season);
    demand for used equipment; and
    general economic conditions.  Losing certain key customers could materially affect our
    revenues, and continuing consolidation of our customer base
    could reduce our profit margins.
  Our business may be subject to significant environmental
    investigation, remediation and compliance
    costs.
 7




---



##### Table of Contents



Our Mexican operations and foreign sourcing relationships are
    subject to local business risks which could have a material
    adverse effect on our financial condition, results of operations
    and cash flows.
  
    new and different legal and regulatory requirements in local
    jurisdictions;
    export duties or import quotas;
    domestic and foreign customs and tariffs or other trade barriers;
    potential difficulties in staffing and labor disputes;
    managing and obtaining support and distribution for local
    operations;
    increased costs of, and availability of, transportation or
    shipping;
    credit risk and financial conditions of local customers and
    distributors;
    potential difficulties in protecting intellectual property;
    risk of nationalization of private enterprises by foreign
    governments;
    potential imposition of restrictions on investments;
    potentially adverse tax consequences, including imposition or
    increase of withholding and other taxes on remittances and other
    payments by subsidiaries;
    capital controls;
    foreign exchange restrictions and fluctuations; and
    local political, economic and social conditions, including the
    possibility of hyperinflationary conditions and political
    instability in certain countries.    Acquisitions that we may undertake involve a number of
    inherent risks, any of which could cause us not to realize the
    anticipated benefits.
 8




---



##### Table of Contents




    incur substantial additional debt, which may reduce funds
    available for operations and future opportunities and increase
    our vulnerability to adverse general economic and industry
    conditions and competition;
    assume contingent liabilities; or
    take substantial charges to write off goodwill and other
    intangible assets.    
    difficulty in integrating the acquired operations and products
    into our existing business;
    costs that are greater than anticipated or cost savings that are
    less than anticipated;
    diversion of management time and attention; and
    adverse effects on existing business relationships with our
    suppliers and customers and the suppliers and customers of the
    acquired business.  The high level of competition in our industry could
    materially adversely affect our business.
  We are effectively controlled by a major stockholder, whose
    interests may conflict with yours.
  We are a controlled company within the meaning of
    the listing requirements for the Nasdaq Global Market and, as a
    result, will qualify for, and intend to rely on, exemptions from
    certain corporate governance requirements.
 9




---



##### Table of Contents



Labor disputes with our employees could interrupt our
    operations and adversely affect our business.
  We depend on our key personnel and the loss of the services
    provided by any of our executive officers or other key employees
    could harm our business and results of
    operations.
  The nature of our business involves product liability and
    construction-related risks that could adversely affect our
    operating results.
  The price of our common stock may fluctuate
    significantly.
  
    our operating and financial performance and prospects;
    our quarterly or annual earnings or those of other companies in
    our industry;
    the publics reaction to our press releases, other public
    announcements and filings with the Securities and Exchange
    Commission, or SEC;
    changes in earnings estimates or recommendations by research
    analysts who track our common stock or the stock of other
    companies in our industry;
    strategic actions by us or our competitors;
    new laws or regulations or new interpretations of existing laws
    or regulations applicable to our business;
    changes in accounting standards, policies, guidance,
    interpretations or principles; 10




---



##### Table of Contents




    changes in general economic conditions in the United States and
    global economies or financial markets, including those resulting
    from war, incidents of terrorism or responses to such events; and
    sales of common stock by us or our principal stockholders or by
    members of our management team.    Our certificate of incorporation and by-laws contain
    provisions that could discourage a third party from acquiring us
    and consequently decrease the market value of an investment in
    our common stock.
  
    our board of directors is classified into three classes, each of
    which serves for a staggered three-year term;
    only our board of directors may call special meetings of our
    stockholders;
    we have authorized undesignated preferred stock, the terms of
    which may be established and shares of which may be issued
    without stockholder approval;
    our stockholders have only limited rights to amend our
    by-laws; and
    we require advance notice for stockholder proposals.    Our disclosure controls and procedures were not operating
    effectively at December 31, 2007. Statement of Cash Flows
    Item 1B.
    Unresolved
    Staff Comments.   11




---



##### Table of Contents



Item 2.
    Properties.    LeaseSize


ExpirationLocation

Use

Leased/ Owned


(Sq. Ft.)


DateBirmingham, Alabama

Manufacturing/Distribution


Leased



287,000


December 2021Elk Grove, Illinois

Manufacturing/Distribution


Leased



230,768


May 2022Rialto, California

Service/Distribution


Leased



191,809


February 2017Kankakee, Illinois

Manufacturing/Distribution


Leased



172,954


December 2010Des Plaines, Illinois

Service/Distribution


Leased



171,650


April 2008*Miamisburg, Ohio

Service/Distribution


Leased



156,600


September 2017Allentown, Pennsylvania

Service/Distribution


Leased



114,000


May 2015Reynosa, Mexico

Manufacturing/Distribution


Leased



110,000


July 2008Aurora, Illinois

Manufacturing/Distribution


Leased



103,700


October 2016Parsons, Kansas

Manufacturing/Distribution


Leased



120,000


October 2018New Braunfels, Texas

Manufacturing/Distribution


Owned



89,600Tremont, Pennsylvania

Manufacturing/Distribution


Owned



86,000Parker, Arizona

Manufacturing/Distribution


Leased



60,000


Month to MonthKansas City, Kansas

Manufacturing/Distribution


Leased



56,600


September 2015Fontana, California

Manufacturing/Distribution


Leased



56,000


February 2009Modesto, California

Manufacturing/Distribution


Leased



54,100


December 2008Grand Prairie, Texas

Service/Distribution


Leased



51,000


June 2010Toronto, Ontario

Manufacturing/Distribution


Leased



45,661


January 2010Kent, Washington

Service/Distribution


Leased



40,640


June 2008Oregon, Illinois

Service/Distribution


Owned



39,000Brandywine, Maryland

Service/Distribution


Leased



36,800


October 2010Lemont, Illinois

Service/Distribution


Leased



33,400


December 2017      Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   12




---



##### Table of Contents



Executive
    Officers
    Eric R. Zimmerman


57


President, Chief Executive Officer and DirectorPeter J. Astrauskas


57


Vice President, EngineeringJeffrey S. Dawley


44


Vice President, ManufacturingRaymond E. Bartholomae


61


Executive Vice President and President, SymonsEdward J. Puisis


47


Executive Vice President and Chief Financial OfficerThomas W. Roehrig


42


Vice President, Finance and SecretaryKeith M. Sholos


54


Vice President, Sales   Eric R. Zimmerman
  Peter J. Astrauskas
  Raymond E. Bartholomae
  Jeffrey S. Dawley
  Edward J. Puisis
  Thomas W. Roehrig
  Keith M. Sholos
 13




---



##### Table of Contents



Part II
  Item 5.
    Market
    for Registrants Common Equity and Related Stockholder
    Matters and Issuer Purchases of Equity Securities.    High


Low2007


4th Quarter

$
8.70


$
3.862007


3rd
    Quarter


6.99



13.822007


2nd
    Quarter


9.90



14.132007


1st
    Quarter


10.22



11.702006


4th Quarter


11.74



10.58      14




---



##### Table of Contents



Item 6.
    Selected
    Financial Data.    Year Ended December 31,2007


2006


2005


2004


2003(As Restated)($ in thousands)Statement of Operations Data:Net sales

$
482,958


$
479,310


$
418,983


$
418,639


$
379,457Cost of sales


331,192



340,902



320,399



311,335



278,345Gross profit


151,766



138,408



98,584



107,304



101,112Selling, general and administrative expenses


106,882



106,453



94,526



90,724



85,487Facility closing and severance expenses


1,753



423



1,712



2,036



2,294Impairment of goodwill










64,000
(3)






Loss (gain) on disposals of property, plant and equipment


560



(1,504
)


4,529



(248
)


(636
)Income (loss) from operations


42,571



33,036



(66,183
)


14,792



13,967Interest expense


47,019



49,983



48,133



47,207



40,186Interest income


(493
)


113



(163
)


(559
)


(53
)Loss on early extinguishment of long-term
    debt(7)














842
(4)


2,480
(5)Other (income) expense


2,300



555



(89
)


(134
)


20Loss before provision (benefit) for income taxes and cumulative
    effect of change in accounting principle


(6,255
)


(17,615
)


(114,064
)


(32,564
)


(28,666
)Provision (benefit) for income taxes


437



394



639



4,863
(1)(6)


(11,030
)Net loss

$
(6,692
)

$
(18,009
)

$
(114,703
)

$
(37,427
)

$
(17,636
)Net loss per share:Basic

$
(0.37
)

$
(1.76
)

$
(11.57
)

$
(3.77
)

$
(1.92
)Diluted

$
(0.37
)

$
(1.76
)

$
(11.57
)

$
(3.77
)

$
(1.92
)Weighted average shares outstanding


18,283,773



10,224,765



9,916,425



9,932,872



9,194,577   15




---



##### Table of Contents



Year Ended December 31,2007


2006


2005


2004


2003(As Restated)


(As Restated)


(As Restated)(dollars in thousands)Other Financial Data:Depreciation and amortization

$
25,353


$
26,479


$
97,427
(3)

$
31,738


$
27,693Property, plant and equipment additions, net


19,905



13,216



5,140



4,586



6,935Rental equipment additions,
    net(2)


1,515



1,997



148



(7,739
)


(13,251
)Balance Sheet Data (at period end):Working capital


62,045



81,358


$
63,584


$
93,623


$
70,029Goodwill and intangibles


46,332



48,705



48,668



114,828



120,117Total assets


317,253



321,638



281,520



394,763



396,195Long-term debt (including current
    portion)(7)


324,597



322,450



369,254



379,735



345,547Stockholders
    deficit(1)


(89,643
)


(90,222
)


(160,277
)


(48,076
)


(10,416
)     (1)
    
    In 2007, the Company determined that it had overstated its
    valuation allowance for deferred tax assets that was established
    at December 31, 2004. The tax valuation allowance, which
    was recorded to reduce the deferred tax asset related to the
    Companys net operating loss carryforwards, did not
    properly consider the reversal of a deferred tax liability
    related to accelerated depreciation. The Company has concluded
    that the deferred tax liability should have reduced the tax
    valuation allowance, as it will reverse within the net operating
    loss carryforward period. This was adjusted by decreasing
    stockholders deficit as of December 31, 2004, and
    resulted in a decrease to the Companys stockholders
    deficit and total liabilities as of December 31, 2004,
    2005, and 2006.(2)
    
    In 2007, the Company determined that it had reported proceeds
    from sales of rental equipment on the statements of cash flows
    incorrectly. The Company had reported proceeds from sales of
    rental equipment on the statements of cash flows equal to used
    rental equipment sales on the statements of operations rather
    than adjusting for the change in the non-cash portion of such
    sales.(3)
    
    In accordance with SFAS No. 142, we assess our
    goodwill recoverability annually. Prior to 2006, the
    Companys financial performance had gradually deteriorated
    over several years due to a general decline in nonresidential
    construction activity and rising costs, such as steel and fuel.
    The Company had been unable to sustain positive cash flow and
    its future ability to do so was uncertain. Accordingly, the
    Company recorded an impairment charge of $64 million in
    2005 to reduce the carrying value of goodwill to its implied
    fair value.(4)
    
    In 2004, we established an $80 million senior secured
    revolving credit facility which was used to refinance our
    previous $50 million revolving credit facility. As a result
    of the transaction, we incurred a loss on the early
    extinguishment of long-term debt of $0.8 million, due to
    the expensing of deferred financing costs related to the
    previous revolving credit facility. The senior secured revolving
    credit facility was increased to $130 million in December
    2006.(5)
    
    In 2003, we completed an offering of $165.0 million of
    senior second secured notes in a private placement. The proceeds
    of the offering were used to repay other long-term debt. As a
    result, we incurred a loss on the early extinguishment of
    long-term debt of $2.5 million, due to the expensing of
    deferred financing costs.(6)
    
    In the fourth quarter of 2004, we recorded a non-cash valuation
    allowance for our net deferred tax assets related to net
    operating loss carryforwards as a result of adherence to
    FAS 109, as our estimated levels of future taxable income
    are less than the amount needed to realize the deferred tax
    asset related to the carryforwards. Future changes in these
    estimates could result in a non-cash increase or decrease to net
    income.(7)
    
    On March 3, 2008, we redeemed our $165 million senior
    second secured notes with the proceeds of a new
    $100 million term loan and a new $150 million
    revolving credit facility which replaced a $130 million
    senior secured revolving credit faciltiy. The notes were
    redeemed at a premium of 2.813% of face value, or
    $4.6 million, which, along with the write-off of the
    remaining debt discount and deferred financing costs of
    $1.6 million, will be expensed as a loss on extinguishment
    of long-term debt in the first quarter of 2008. The new
    facilities initially matures in March 2009, but are
    automatically extended to March 2014 if our $154.7 million
    senior subordinated notes are paid off prior to the initial
    maturity. 16




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Certain amounts in the consolidated balance sheet and
    consolidated statements of cash flows information in the
    following discussion related to 2006 and 2005 include the
    effects of a restatement. See Note 13 
    Restatement of Consolidated Financial Statements contained in
    the Notes to Consolidated Financial Statements in Item 8
    for a more detailed discussion of the restatement The following
    discussion should be read in conjunction with our consolidated
    financial statements and the related notes included elsewhere in
    this document. This discussion contains forward-looking
    statements that involve risks and uncertainties. See Risk
    Factors included elsewhere in this document for a
    discussion of important factors that could cause actual results
    to differ materially from those described or implied by the
    forward-looking statements contained in this discussion. Please
    refer to Cautionary Note Concerning Forward-Looking
    Statements included elsewhere in this document.
  Overview
    
    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.     17




---



##### Table of Contents



Results
    of Operations
    Years Ended December 31,2007


2006


2005Product sales


82.4
%


81.0
%


84.2
%Rental revenue


12.4



13.1



11.8Used rental equipment sales


5.2



5.9



4.0Net sales


100.0



100.0



100.0Product cost of sales


73.5



76.4



78.5Rental cost of sales


55.8



58.7



76.9Used rental equipment cost of sales


19.9



27.1



31.6Cost of sales


68.6



71.1



76.5Product gross profit


26.5



23.6



21.5Rental gross profit


44.2



41.3



23.1Used rental equipment gross profit


80.1



72.9



68.4Gross profit


31.4



28.9



23.5Selling, general and administrative expenses


22.1



22.2



22.5Facility closing and severance expenses


0.4



0.1



0.4Impairment of goodwill










15.3Loss (gain) on disposals of property, plant and equipment


0.1



(0.3
)


1.1Income (loss) from operations


8.8



6.9



(15.8
)Interest expense


9.7



10.5



11.5Interest income


(0.1
)






(0.1
)Other expense


0.5



0.1



Loss before provision for income taxes


(1.3
)


(3.7
)


(27.2
)Provision for income taxes


0.1



0.1



0.2Net loss


(1.4
)%


(3.8
)%


(27.4
)%   Comparison
    of Years Ended December 31, 2007 and 2006
  Net Sales.
  Years Ended December 31,2007


2006Sales


%


Sales


%


% Change($ in thousands)Product sales

$
398,404



82.4
%

$
388,100



81.0
%


2.7
%Rental revenue


59,671



12.4



62,769



13.1



(4.9
)Used rental equipment sales


24,883



5.2



28,441



5.9



(12.5
)Net sales

$
482,958



100.0
%

$
479,310



100.0
%


0.8
%    18




---



##### Table of Contents



Gross Profit.
    3-year
    Operating Expenses.
    Other Expenses.
  Loss Before Provision for Income Taxes.
  Provision for Income Taxes.
  Net Loss.
 19




---



##### Table of Contents



Comparison
    of Years Ended December 31, 2006 and 2005
  Net Sales.
  Years Ended December 31,2006


2005Sales


%


Sales


%


% Change($ in thousands)Product sales

$
388,100



81.0
%

$
352,888



84.2
%


10.0
%Rental revenue


62,769



13.1



49,485



11.8



26.8Used rental equipment sales


28,441



5.9



16,610



4.0



71.2Net sales

$
479,310



100.0
%

$
418,983



100.0
%


14.4
%         Gross Profit.
        Operating Expenses.
 20




---



##### Table of Contents



Other Expenses.
  Loss Before Provision for Income Taxes.
  Provision for Income Taxes.
  Net Loss.
  Liquidity
    and Capital Resources
   21




---



##### Table of Contents



Years Ended December 31,2007


2006


2005($ in thousands)Capital expenditures:Rental equipment additions

$
25,230


$
21,535


$
27,842Property, plant, and equipment additions


19,943



13,237



6,687Proceeds from sales of used rental equipment


(23,715
)


(23,532
)


(27,990
)Proceeds from sales of property, plant, and equipment


(38
)


(21
)


(1,547
)Net capital expenditures

$
21,420


$
11,219


$
4,992         2007


2006($ in millions)Net loss

$
(6.7
)

$
(18.0
)Adjustments to reconcile net loss to net cash used in operating
    activities


14.6



10.8Subtotal


7.9



(7.2
)Changes in assets and liabilities


(9.1
)


11.0Net cash provided by (used in) operating activities

$
(1.2
)

$
3.8      22




---



##### Table of Contents



($ in thousands)Senior Second Secured Notes, interest rate of 10.75%

$
165,000Debt discount on Senior Second Secured Notes


(1,393
)Senior Subordinated Notes, interest rate of 13.0%


154,729Debt discount on Senior Subordinated Notes


(3,045
)Senior notes payable related to 2003 acquisition, non-interest
    bearing, accreted at 6.0% to 14.5%


6,907Debentures previously held by Dayton Superior Capital Trust,
    interest rate of 9.1%, due on demand


1,035Capital lease obligations


1,364Total long-term debt


324,597Less current maturities


(8,990
)Long-term portion

$
315,607       
    a $23.4 million decrease in cash and cash equivalents from
    our 2007 investing activities, 23




---



##### Table of Contents




    a $3.0 million decrease in accounts receivable due to
    improved collections, and
    $1.3 million of other changes, offset by:
    an $8.3 million increase in inventories due to material
    cost inflation and higher finished goods levels related to the
    move to the new Elk Grove, Illinois facility.  and/or
    Commitments
    Unrecognized


OtherLong-term


Interest


Capital


Operating


Tax


Long-TermYear

Debt


Payments


Leases


Leases


Benefits


Liabilities


Total($ in thousands)2008

$
7,942


$
39,578


$
1,112


$
9,520


$



$
50


$
58,2022009


329,739



13,464



294



7,695











351,1922010










51



7,145











7,1962011














6,717











6,7172012














5,902











5,902Thereafter














32,566



987







33,553$
337,681


$
53,042


$
1,457


$
69,545


$
987


$
50


$
462,762   Seasonality
   24




---



##### Table of Contents



Inflation
    Stock
    Collateral Valuation  Senior Second Secured
    Notes
  Rule 3-16 Regulation S-X Rule 3-16. Rule 3-16 Rule 3-10 Regulation S-X
   25




---



##### Table of Contents



Dayton Superior Canada Ltd.($ in thousands)Net income

$
563Benefit for income taxes


(77
)Income before provision for income taxes


486Interest income


(55
)Income from operations


431Depreciation expense


930Adjusted valuation EBITDA


1,361Multiple


5.5Estimated fair value

$
7,486       Forward-Looking
    Statements
  Form 10-K Form 10-K, Form 10-Q, Form 8-K,
   26




---



##### Table of Contents



Form 10-Q, Form 8-K
  Critical
    Accounting Policies
    Inventories
  first-in,
  Rental
    Equipment
    Goodwill
    and Intangible Assets
      
    the amount of adjusted EBITDA (which is income (loss) from
    operations adjusted for depreciation, amortization of
    intangibles and impairment of goodwill; loss on early
    extinguishment of long-term debt; gain (loss) from disposals of
    property, plant, and equipment; facility closing and severance
    expenses; and stock compensation expense) generated by each of
    the Companys business segments; 27




---



##### Table of Contents




    the Companys ability to meet operating results compared to
    budget;
    the level of expected activity in the nonresidential
    construction industry; and
    the Companys future prospects.        Income
    Taxes
    Insurance
    Reserves
    5-day
     28




---



##### Table of Contents



Pension
    Liabilities
      One Percentage Point


One Percentage PointIncrease


Decrease($ in thousands)Effect on 2007 net periodic pension cost

$
(144
)

$
238Effect on December 31, 2007 pension benefit obligation


(1,972
)


2,478Effect on 2007 postretirement cost


(1
)


1Effect on December 31, 2007 postretirement benefit
    obligation


(14
)


12     One Percentage Point

One Percentage PointIncrease

Decrease($ in thousands)Effect on 2007 net periodic pension cost

$
(122
)

$
122   Revenue
    Recognition
    Recently
    Issued Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes
  Fair
    Value Measurements
 29




---



##### Table of Contents



No. 157-1 Accounting for Leases Business Combinations Business Combinations. No. 157-2
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
  Business Combinations
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.       30




---



##### Table of Contents



31




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data. 
  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           Accounting for Uncertainty
    in Income Taxes  an Interpretation of Financial
    Accounting Standards Board Statement No. 109. ,
    Share-Based Payment ,
    Employers Accounting for Defined Benefit Pension and
    Other Postretirement Benefit Plans  an amendment of
    FASB Statements No. 87, 88, 106, and 132(R)
    Internal Control  Integrated Framework
      32




---



##### Table of Contents



Dayton
    Superior Corporation and Subsidiary
  Consolidated Balance Sheets
 As of
    December 31
  2006 (AsRestated 2007


See Note 13)($ in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
3,381


$
26,813Accounts receivable, net of reserves for doubtful accounts and
    sales returns and allowances of $4,447 and $5,430


68,593



71,548Inventories


66,740



58,396Prepaid expenses and other current assets


5,718



5,910Prepaid income taxes


740



320Total current assets


145,172



162,987Rental equipment, net of accumulated depreciation of $67,276 and
    $63,469


67,640



63,766Property, plant and equipmentLand and improvements


2,020



1,857Building and improvements


18,391



16,330Machinery and equipment


94,943



85,442115,354



103,629Less accumulated depreciation


(58,542
)


(57,932
)Net property, plant and equipment


56,812



45,697Goodwill


43,643



43,643Other assets


3,986



5,545Total assets

$
317,253


$
321,638LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Current portion of long-term debt

$
8,990


$
2,551Accounts payable


39,204



40,883Accrued compensation and benefits


15,456



18,001Accrued interest


6,193



6,234Accrued freight


4,065



4,849Other accrued liabilities


9,219



9,111Total current liabilities


83,127



81,629Other long-term debt, net of current portion


315,607



319,899Other long-term liabilities


8,162



10,332Total liabilities


406,896



411,860Commitments and contingencies (Note 8)Stockholders deficit Common stock; $0.01 par value;
    100,000,000 shares authorized; 19,066,212 (502,984
    unvested) and 18,773,283 shares (754,475 unvested)
    outstanding


191



188Additional paid-in capital


207,181



201,602Loans to stockholders


(1,085
)


(2,268
)Accumulated other comprehensive loss


(618
)


(1,124
)Accumulated deficit


(295,312
)


(288,620
)Total stockholders deficit


(89,643
)


(90,222
)Total liabilities and stockholders deficit

$
317,253


$
321,638    33




---



##### Table of Contents



Dayton
    Superior Corporation and Subsidiary
  Consolidated Statements of Operations
 Years
    Ended December 31
  2007


2006


2005($ and shares in thousands,except per share amounts)Product sales

$
398,404


$
388,100


$
352,888Rental revenue


59,671



62,769



49,485Used rental equipment sales


24,883



28,441



16,610Net sales


482,958



479,310



418,983Product cost of sales


292,946



296,351



277,107Rental cost of sales


33,295



36,845



38,038Used rental equipment cost of sales


4,951



7,706



5,254Cost of sales


331,192



340,902



320,399Product gross profit


105,458



91,749



75,781Rental gross profit


26,376



25,924



11,447Used rental equipment gross profit


19,932



20,735



11,356Gross profit


151,766



138,408



98,584Selling, general and administrative expenses


106,882



106,453



94,526Facility closing and severance expenses


1,753



423



1,712Impairment of goodwill










64,000Loss (gain) on disposals of property, plant and equipment


560



(1,504
)


4,529Income (loss) from operations


42,571



33,036



(66,183
)Other expensesInterest expense


47,019



49,983



48,133Interest income


(493
)


113



(163
)Other (income) expense


2,300



555



(89
)Loss before provision for income taxes


(6,255
)


(17,615
)


(114,064
)Provision for income taxes


437



394



639Net loss

$
(6,692
)

$
(18,009
)

$
(114,703
)Basic net loss per common share

$
(0.37
)

$
(1.76
)

$
(11.57
)Weighted average number of common shares outstanding


18,284



10,225



9,916Diluted net loss per common share

$
(0.37
)

$
(1.76
)

$
(11.57
)Weighted average number of common shares and equivalents
    outstanding


18,284



10,225



9,916    34




---



##### Table of Contents





Dayton
    Superior Corporation and Subsidiary
  Consolidated Statements of Stockholders Deficit
 Years
    Ended December 31, 2007, 2006, and 2005
  Accumulated Other Comprehensive LossPension andOtherCumulative


Post-Additional











Foreign


RetirementCommon stock


Paid-in


Loans to


Treasury stock


Currency


Benefits


AccumulatedShares


Amount


Capital


Stockholders


Shares


Amount


Translation


liability


Deficit


Total($ in thousands)Balance at January 1, 2005 (As Restated-See Note 13)


9,488,472


$
110,557






$
(331
)


79,641


$
(1,184
)

$
309


$
(1,519
)

$
(155,908
)

$
(48,076
)Net loss


































(114,703
)


(114,703
)Foreign currency translation adjustment


























322











322Change in minimum pension liability






























(874
)






(874
)Excess of redemption value of common stock subject to put over
    exercise price of stock options






(6
)






























(6
)Expiration of put options


2,167



22































22Redemption of common stock


31,526



400











31,526



(325
)














75Change in redemption value of common stock subject to put






4,275







(1,312
)






















2,963Balances at December 31, 2005 (As Restated-See Note 13)


9,522,165



115,248







(1,643
)


111,167



(1,509
)


631



(2,393
)


(270,611
)


(160,277
)Net loss


































(18,009
)


(18,009
)Foreign currency translation adjustment


























(55
)










(55
)Change in minimum pension liability






























733







733Adoption of SFAS 158






























(40
)






(40
)Reincorporation as a Delaware corporation


(111,167
)


(115,154
)


113,645







(111,167
)


1,509















Expiration of put options


506,318



5



800



(805
)






















Grant of stock options and restricted stock


1,005,967



10



2,239



























2,249Changes in loans to stockholders














180























180Issuance of common stock, net of issuance costs of $9,203


7,850,000



79



84,918



























84,997Balances at December 31, 2006 (As Restated-See Note 13)


18,773,283



188



201,602



(2,268
)










576



(1,700
)


(288,620
)


(90,222
)Net loss


































(6,692
)


(6,692
)Change in minimum pension and other post-retirement benefits






























(251
)






(251
)Foreign currency translation adjustment


























757











757Issuance of common stock, net of issuance costs of $402


250,000



3



2,595



























2,598Exercise of stock options, including benefit for income taxes of
    $25


20,641







205



























205Exercise of warrants


22,288



































Stock compensation expense










2,779



























2,779Changes in loans to stockholders














1,183























1,183Balances at December 31, 2007


19,066,212


$
191


$
207,181


$
(1,085
)









$
1,333


$
(1,951
)

$
(295,312
)

$
(89,643
)    35




---



##### Table of Contents





Dayton
    Superior Corporation and Subsidiary
  Consolidated Statements of Cash Flows
 Years
    Ended December 31
  2006 (As


2005 (AsRestated 


Restated 2007


See Note 13)


See Note 13)($ in thousands)Cash Flows From Operating Activities:Net loss

$
(6,692
)

$
(18,009
)

$
(114,703
)Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities:Depreciation


25,106



25,919



32,857Amortization of intangibles


247



560



,570Impairment of goodwill










64,000Stock compensation expense


2,779



2,249



Deferred income taxes


(9
)


(315
)


288Amortization of deferred financing costs and debt discount


7,021



5,680



5,572Amortization of deferred gain from sale-leaseback


(1,624
)


(3,021
)


(2,462
)Gain on sale of rental equipment


(19,932
)


(20,735
)


(11,356
)Loss on sale of property, plant, and equipment


1,050



435



6,362Change in assets and liabilities:Accounts receivable


3,494



(4,546
)


912Inventories


(8,142
)


(1,024
)


2,017Prepaid expenses and other assets


220



(581
)


(853
)Prepaid income taxes


(415
)


226



(181
)Accounts payable


(125
)


9,576



6,181Accrued liabilities and other long-term liabilities


(4,153
)


7,336



1,877Net cash provided by (used in) operating activities


(1,175
)


3,750



(8,919
)Cash Flows From Investing Activities:Property, plant and equipment additions


(19,943
)


(13,237
)


(6,687
)Proceeds from sale of property, plant, and equipment


38



21



1,547Rental equipment additions


(25,230
)


(21,535
)


(27,842
)Proceeds from sales of used rental equipment


23,715



23,532



27,990Net cash used in investing activities


(21,420
)


(11,219
)


(4,992
)Cash Flows From Financing Activities:Repayments of long-term debt, including revolving credit facility


(108,767
)


(190,608
)


(148,490
)Issuance of long-term debt, including revolving credit facility


106,449



139,028



134,375Financing costs incurred


(712
)


(1,272
)


(3
)Proceeds from sale/leaseback transaction










23,180Issuance of common stock subject to put option










29Issuance of common stock, net of issuance costs


791



87,009



Changes in common stock subject to put option from activity in
    loans to stockholders










(6
)Net change in loans to stockholders


1,183



180



Net cash provided by (used in) financing activities


(1,056
)


34,337



9,085Effect of Exchange Rate Changes on Cash


219



(55
)


322Net increase (decrease) in cash and cash equivalents


(23,432
)


26,813



(4,504
)Cash, beginning of year


26,813







4,504Cash and cash equivalents, end of year

$
3,381


$
26,813


$
Supplemental Disclosures:Cash paid for income taxes

$
568


$
341


$
398Cash paid for interest


39,546



44,771



42,120Purchase of equipment on capital lease






917



430Property, plant and equipment and rental equipment additions in
    accounts payable


3,710



2,762



1,471Financing cost additions in accounts payable


71



736



Common share issuance costs in accounts payable






2,012



Sales of used rental equipment in accounts and notes receivable


12,451



11,283



6,376Reclassification of common stock due to change in redemption
    value of common stock subject to put option










2,963    36




---



##### Table of Contents



Dayton
    Superior Corporation and Subsidiary
  Consolidated Statements of Comprehensive Loss
 Years
    Ended December 31
  2006 (As


2005 (AsRestated 


Restated 2007


See Note 13)


See Note 13)($ in thousands)Net loss

$
(6,692
)

$
(18,009
)

$
(114,703
)Other comprehensive income (loss):Foreign currency translation adjustment


757



(55
)


322Change in pension and other post-retirement benefits liability


(251
)


693



(874
)Comprehensive loss

$
(6,186
)

$
(17,371
)

$
(115,255
)    37




---



##### Table of Contents



Notes to
    Consolidated Financial Statements
    December 31, 2007, 2006 and 2005
    ($ in thousands, except per share amounts)
  (1)
    The
    Company            (2)
    Summary
    of Significant Accounting Policies  Accounts
    Receivable Reserves
  and/or
  Inventories
  first-in,
  December 31,


December 31,2007


2006Raw materials

$
13,534


$
14,095Work in progress


3,518



2,282Finished goods


49,688



42,019Total Inventory

$
66,740


$
58,396  38




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  Rental
    Equipment
    Property,
    Plant and Equipment
  10-30 years
      Goodwill
    and Intangible Assets
      
    the amount of adjusted EBITDA (which is income (loss) from
    operations adjusted for depreciation, amortization of
    intangibles and impairment of goodwill; gain (loss) from
    disposals of property, plant, and equipment; facility closing
    and severance expenses; and stock compensation expense)
    generated by each of the Companys business segments;
    the Companys ability to meet operating results compared to
    budget;
    the level of expected activity in the nonresidential
    construction industry; and
    the Companys future prospects.   39




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
        RentalRevenue/Used RentalProduct


EquipmentSales


Sales


TotalBalance at January 1, 2005

$
96,292


$
11,351


$
107,643Impairment


(52,649
)


(11,351
)


(64,000
)Balances at December 31, 2005, 2006 and 2007

$
43,643


$



$
43,643     2007


2006Accumulated








AccumulatedGross


Amortization


Net


Gross


Amortization


NetNon-compete agreements

$



$



$



$
198


$
(171
)

$
27License agreements


306



(153
)


153



307



(84
)


223Intellectual property


1,047



(322
)


725



1,047



(250
)


797$
1,353


$
(475
)

$
878


$
1,552


$
(505
)

$
1,047   Income
    Taxes
   40




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  Environmental
    Remediation Liabilities
  96-1,
  Foreign
    Currency Translation Adjustment
    Revenue
    Recognition
      Customer
    Rebates
    Stock
    Compensation Expense
  Accounting for
    Stock-Based Compensation
  Loss
    Per Share of Common Stock
   41




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    Use of
    Estimates
    Fair
    Value of Financial Instruments
    Recent
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes
  Fair
    Value Measurements No. 157-1 Accounting for Leases Business Combinations Business Combinations. No. 157-2
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
 42




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    Business Combinations
    (3)
    Credit
    Arrangements    December 31,


December 31,2007


2006Senior Second Secured Notes, interest rate of 10.75%

$
165,000


$
165,000Debt discount on Senior Second Secured Notes


(1,393
)


(3,208
)Senior Subordinated Notes, interest rate of 13.0.%


154,729



154,729Debt discount on Senior Subordinated Notes


(3,045
)


(4,746
)Senior notes payable to seller in 2003 acquisition, non-interest
    bearing, accreted at 6.0% to 14.5%


6,907



7,286Debentures previously held by Dayton Superior Capital Trust,
    interest          rate
    of 9.1%, due on demand


1,035



1,063Capital lease obligations


1,364



2,326Total long-term debt


324,597



322,450Less current maturities


(8,990
)


(2,551
)Long-term portion

$
315,607


$
319,899    43




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
        For the Year EndedDecember 31,


December 31,


December 31,2007


2006


2005Average borrowing

$
11,925


$
69,784


$
63,564Maximum borrowing


27,050



83,200



77,500Weighted average interest rate


13.5
%


8.1
%


6.3
%        44




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
          Long-term


CapitalYear

Debt


Leases


Total2008

$
7,942


$
1,112


$
9,0542009


319,729



294



320,0232010






51



51Long-Term Debt and Lease Payments


327,671



1,457



329,128Less: Debt Discount


(4,438
)






(4,438
)Less: Amounts Representing Interest






(93
)


(93
)$
323,233


$
1,364


$
324,597     (4)
    Common
    Stock  Stock
    Option Plan 
    Granted and outstanding


726,543Granted and exercised


122,998Available for granting


817,663Total


1,667,204    45




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  Accounting for Stock-Based Compensation
    2007

2006Risk-free interest rates

4.19  4.61%

4.80%Expected dividend yield

0.00%

0.00%Expected life

2  2.5 years

1 yearExpected volatility

16.31  47.03%

158.75%       2005Net loss, as reported

$
(114,703
)Stock compensation expense, net of benefit for income taxes


(250
)Pro forma net loss

$
(114,953
)Pro forma net loss per basic and diluted share

$
(11.59
)  46




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    Weighted





WeightedAverage


Unvested


Average


AggregateNumber of


Exercise Price


Number of


Grant-Date


IntrinsicShares


Per Share


Shares


Value


ValueOutstanding at January 1, 2005


1,480,218


$
12.06



1,138,144


$
2.81


$
278Vested










(22,341
)


2.11Exercised


(8,669
)


1.85











7Expired


(156,256
)


11.69



Forfeited


(443,902
)


12.58



(443,902
)


2.67Outstanding at December 31, 2005


871,391



11.96



671,901



2.93



Granted


80,307



12.46



80,307



2.93



Vested










(80,307
)


2.93Expired


(13,142
)


12.28



Forfeited


(79,111
)


12.67



(79,111
)


2.22Outstanding at December 31, 2006


859,445



11.93



592,790



3.02



293Granted


35,091



8.13



35,091



1.02Vested










(35,091
)


1.02Exercised


(20,641
)


8.74











65Expired


(20,592
)


12.49







Forfeited


(109,541
)


12.51



(109,541
)


3.30Outstanding at December 31, 2007


743,762


$
11.74



483,249


$
2.96


$
     Outstanding


ExercisableWeighted


Weighted








WeightedAverage


Average


Aggregate





Average


AggregateExercise


Remaining


Intrinsic





Exercise


IntrinsicRange of Exercise Prices

Shares


Price


Life


Value


Shares


Price


Value$4.12


17,219


$
4.12



10.0


$




17,219


$
4.12


$
$7.76 - $8.97


29,290



8.36



0.6







29,290



8.36



$11.07 - $12.69


697,253



12.07



4.4







214,004



12.18



743,762


$
11.74



4.4 years


$




260,513


$
11.22


$
      47




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
        WeightedTotal


Unvested


AverageNumber of


Number of


Grant-DateShares


Shares


Fair ValueOutstanding at December 31, 2005









$
Granted


1,005,967



1,005,967



5.85Vested






(251,492
)


5.85Outstanding at December 31, 2006


1,005,967



754,475



5.85Vested






(251,493
)


5.85Outstanding at December 31, 2007


1,005,967



502,982


$
5.85     (5)
    Retirement
    Plans  Company-Sponsored
    Pension Plans 
     48




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    Pension


Pension


Postretirement


PostretirementBenefits


Benefits


Benefits


Benefits2007


2006


2007


2006Change in benefit obligationBenefit obligation at beginning of year

$
13,920


$
13,273


$
539


$
501Service cost


432



682







Interest cost


813



760



30



28Actuarial loss/(gain)


(143
)


(407
)






1Participant contributions










128



115Benefits paid


(413
)


(388
)


(186
)


(106
)Benefit obligation at end of year

$
14,609


$
13,920


$
511


$
539Change in plan assetsFair value of plan assets at beginning of year

$
11,683


$
9,990


$



$
Actual return on plan assets


483



1,036







Participant contribution










128



115Employer contribution


1,338



1,045



58



(9
)Benefits paid


(413
)


(388
)


(186
)


(106
)Fair value of plan assets at end of year

$
13,091


$
11,683


$



$
Funded status

$
(1,517
)

$
(2,237
)

$
(511
)

$
(539
)Unrecognized prior service cost


37



45



72



96Unrecognized net loss (gain)


2,772



2,497



(122
)


(130
)Net amount recognized

$
1,292


$
305


$
(561
)

$
(573
)Amounts recognized in the statement of financial position
    consist of:Current liability

$



$



$
(44
)

$
(43
)Long-term liability


(1,517
)


(2,237
)


(467
)


(496
)Accumulated other comprehensive loss


2,809



2,542



(50
)


(34
)Net amount recognized

$
1,292


$
305


$
(561
)

$
(573
)Components of net periodic benefit costService cost

$
432


$
682


$



$
Interest cost


813



760



30



27Expected return on plan assets


(973
)


(816
)






Amortization of actuarial loss


70



145



(9
)


(10
)Amortization of prior service cost


8



14



24



24Net cost

$
350


$
785


$
45


$
41Additional InformationIncrease (decrease) in other comprehensive loss

$
267


$
(659
)

$
(16
)

$
(34
)  49




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    Pension

Pension

Postretirement

PostretirementBenefits

Benefits

Benefits

Benefits2007

2006

2007

2006Discount rate


6.00
%


6.00
%


5.75
%


5.75
%Rate of compensation increase


N/A



N/A



N/A



N/A     Pension


Pension


Pension


PostretirementBenefits


Benefits


Benefits


Benefits


Postretirement


Postretirement2007


2006


2005


2007


Benefits 2006


Benefits 2005Discount rate


6.00
%


5.75
%


5.75
%


5.75
%


5.75
%


6.00
%Expected return on plan assets


8.00
%


8.00
%


8.00
%


N/A



N/A



N/ARate of compensation increase


N/A



N/A



N/A



N/A



N/A



N/A     One Percentage Point


One Percentage PointIncrease


DecreaseEffect on 2007 net periodic pension cost

$
(144
)

$
238Effect on December 31, 2007 pension benefit obligation


(1,972
)


2,478Effect on 2007 postretirement cost


(1
)


1Effect on December 31, 2007 postretirement benefit
    obligation


(14
)


12       1 Percentage Point

1 Percentage PointIncrease

DecreaseEffect on 2007 net periodic pension cost

$
(122
)

$
122      50




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31,2008


2007Health care cost trend rate assumed for next year


11.5
%


12.0
%Rate to which the cost trend rate is assumed to decline (the
    ultimate trend rate)


5.0
%


5.0
%Year that the rate reaches the ultimate trend rate


2015



2015     1 Percentage

1 PercentagePoint

PointIncrease

DecreaseEffect on 2007 postretirement cost

$
1


$
(1
)Effect on the postretirement benefit obligation


14



(12
)     Plan Assets at December 31,Asset Category

2007


2006Equity Securities


48
%


52
%Debt Securities


26



27Cash and Cash Equivalents


22



16Insurance Contract


4



5Total


100
%


100
%       Pension


OtherBenefits


Benefits2008

$
493


$
452009


507



462010


538



472011


579



382012


656



38Years
    2013-2017


4,216



178   Multi-Employer
    Pension Plan 
   51




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    401(k)
    Savings Plan 
    Retirement
    Contribution Account 
    (6)
    Income
    Taxes    2007


2006


2005Currently payable (receivable):Federal

$



$



$
State and local


493







Foreign


(47
)


709



351Deferred (future tax benefit)


(1,227
)


(5,777
)


(23,709
)Change in valuation allowance


1,218



5,462



23,997Total provision

$
437


$
394


$
639     2007


2006


2005Statutory income tax rate


35.0
%


34.0
%


34.0
%State income taxes, net of federal tax benefit and before
    valuation allowance


(7.8
)


3.9



4.1Nondeductible goodwill impairment and other permanent differences


(18.0
)


(4.5
)


(17.8
)Foreign income taxes


3.9



(2.0
)


Valuation allowance


(19.2
)


(31.0
)


(20.9
)Other


(0.8
)


(2.6
)


Effective income tax rate


(6.9
)%


(2.2
)%


(0.6
)%  52




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    2007


2006Deferred tax assets:Accounts receivable reserves

$
1,730


$
2,055Inventory reserves


1,898



1,387Goodwill and intangible assets


2,156



2,617Deferred gain on sale-leaseback


1,590



2,161Accrued liabilities


3,178



3,404Other long-term liabilities


86



1,402Net operating loss carryforwards


51,723



47,675Other


407



259Valuation allowance


(48,010
)


(46,792
)Total


14,758



14,168Deferred tax liabilities:Accelerated depreciation


(14,495
)


(13,641
)Note payable to seller of Safway


(286
)


(559
)Total


(14,781
)


(14,200
)Net deferred taxes

$
(23
)

$
(32
)       Balance at January 1, 2007

$
563Additions for new tax positions in current year


570Additions to tax positions from prior year


12Reductions in tax positions from prior year


(170
)Foreign currency translation


12Balance at December 31, 2007

$
987    53




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
      (7)
    Segment
    Reporting  non-U.S. affiliates
    2007


2006


2005Product sales

$
398,404


$
388,100


$
352,888Rental revenue


59,671



62,769



49,485Used rental equipment sales


24,883



28,441



16,610Net sales


482,958



479,310



418,983Product cost of sales


292,946



296,351



277,107Rental cost of sales


33,295



36,845



38,038Used rental equipment cost of sales


4,951



7,706



5,254Cost of sales


331,192



340,902



320,399Product gross profit


105,458



91,749



75,781Rental gross profit


26,376



25,924



11,447Used rental equipment gross profit


19,932



20,735



11,356Gross profit

$
151,766


$
138,408


$
98,584Depreciation Expense:Product sales (Property, plant, and equipment)

$
5,657


$
5,041


$
6,302Rental Revenue (Rental equipment)


16,623



19,156



24,474Corporate


2,826



1,722



2,081Total depreciation

$
25,106


$
25,919


$
32,857  54




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  (8)
    Commitments
    and Contingencies  Operating
    Leases 
      Year

Amount2008

$
9,5202009


7,6952010


7,1452011


6,7172012


5,902Thereafter


32,566Total

$
69,545     Litigation 
    Self-Insurance 
    Per Occurrence and


AggregateInsurance Type

per Annum Levels


per Annum LevelsGroup Medical

$
150



N/AWorkers Compensation

Up to $
350


Up to $
5,000Product and General Liability

Up to $
500


Up to $
4,000   Severance
    Obligations 
   55




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  (9)
    Sale-Leaseback
    Transactions        (10)
    Facility
    Closing and Severance      (11)
    Related
    Party Transactions    (12)
    Quarterly
    Financial Information (Unaudited)  2007First


Second


Third


Fourth


FullQuarterly Operating Data

Quarter


Quarter


Quarter


Quarter


YearNet sales

$
99,022


$
137,516


$
130,823


$
115,597


$
482,958Gross profit


29,371



44,423



39,064



38,908



151,766Net income (loss)


(8,159
)


4,383



386



(3,302
)


(6,692
)Net income (loss) per basic share


(0.45
)


0.24



0.02



(0.18
)


(0.37
)Net income (loss) per diluted share


(0.45
)


0.23



0.02



(0.18
)


(0.37
)   2006First


Second


Third


Fourth


FullQuarterly Operating Data

Quarter


Quarter


Quarter


Quarter


YearNet sales

$
101,331


$
130,215


$
131,641


$
116,123


$
479,310Gross profit


26,493



38,728



39,209



33,978



138,408Net income (loss)


(9,075
)


1,494



(342
)


(10,086
)


(18,009
)Net income (loss) per basic share


(0.91
)


0.15



(0.03
)


(0.91
)


(1.76
)Net income (loss) per diluted share


(0.91
)


0.15



(0.03
)


(0.91
)


(1.76
)  56




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (13)
    Restatement
    of Previously Issued Financial Statements  Accounting for Income Taxes Statement of Cash Flows
        As of December 31, 2006As PreviouslyReported


Adjustments


As RestatedPrepaid expenses and other current assets

$
5,907


$
3


$
5,910Total current assets


162,984



3



162,987Total assets


321,635



3



321,638Deferred income taxes


11,354



(11,319
)


35Total liabilities


423,179



(11,319
)


411,860Accumulated other comprehensive income


(981
)


(143
)


(1,124
)Accumulated deficit


(300,085
)


11,465



(288,620
)Total stockholders deficit


(101,544
)


11,322



(90,222
)Total liabilities and stockholders deficit


321,635



3



321,638   57




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  For the Year Ended December 31, 2006


For the Year Ended December 31, 2005As Previously








As PreviouslyReported


Adjustments


As Restated


Reported


Adjustments


As RestatedChanges in assets and liabilities  Accounts receivable

$
(9,222
)

$
4,676


$
(4,546
)

$
5,705


$
(4,793
)

$
912Changes in assets and liabilities  Prepaid expenses
    and other assets


(813
)


232



(581
)


5,734



(6,587
)


(853
)Net cash provided by (used in) operating activities


(1,158
)


4,908



3,750



2,461



(11,380
)


(8,919
)Proceeds from sales of rental equipment


28,440



(4,908
)


23,532



16,610



11,380



27,990Net cash provided by (used in) investing activities


(6,311
)


(4,908
)


(11,219
)


(16,372
)


11,380



(4,992
)Supplemental Disclosures  Sale of used rental
    equipment in accounts and notes receivable






11,283



11,283







6,376



6,376   For the Year Ended December 31, 2006

For the Year Ended December 31, 2005As Previously





As PreviouslyReported

Adjustments

As Restated

Reported

Adjustments

As RestatedChange in minimum pension and post-retirement liability

$
455


$
278


$
733


$
(542
)

$
(332
)

$
(874
)Comprehensive loss


(17,609
)


278



(17,371
)


(114,923
)


(332
)


(115,255
)   (14)
    Subsequent
    Event   58




---



##### Table of Contents



DAYTON
    SUPERIOR CORPORATION AND SUBSIDIARY
 
  Schedule II 
    Valuation and Qualifying Accounts
 Years Ended December 31, 2007, 2006 and 2005
  Additions


DeductionsCharges forCharged to





WhichBalance at


Costs





Reserves


Balance atBeginning of


and





Were


End ofYear


Expenses


Other


Created


Year(Amounts in thousands)Reserves for Doubtful Accounts andSales Returns and AllowancesFor the year ended December 31, 2007

$
5,430


$
3,023


$



$
(4,006
)

$
4,447For the year ended December 31, 2006


5,435



3,712







(3,717
)


5,430For the year ended December 31, 2005


5,375



3,956







(3,896
)


5,435Net Realizable Value Reserve for InventoryFor the year ended December 31, 2007

$
3,695


$
1,189


$



$
(1,214
)

$
3,670For the year ended December 31, 2006


4,062



474







(841
)


3,695For the year ended December 31, 2005


2,171



2,944







(1,053
)


4,062Valuation Allowance for Deferred Tax AssetsFor the year ended December 31, 2007

$
46,792


$
1,218


$



$



$
48,010For the year ended December 31, 2006


41,330



5,462











46,792For the year ended December 31, 2005


17,333



23,997











41,330  59




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Form 10-K. Form 10-K.
  Annual
    Report of Management on Internal Control Over Financial
    Reporting
           60




---



##### Table of Contents



Statement of Cash Flows
      Remediation
    Activities
    Changes
    in Internal Control over Financial Reporting
   61




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
  Internal Control  Integrated
    Framework
        Statement of Cash Flows,
   62




---



##### Table of Contents



Internal Control  Integrated Framework
  Accounting
    for Uncertainty in Income Taxes  an Interpretation of
    Financial Accounting Standards Board Statement
    No. 109, Share-Based
    Payment, Employers Accounting for
    Defined Benefit Pension and Other Postretirement Benefit
    Plans  an amendment of FASB Statements No. 87,
    88, 106, and 132(R),
      63




---



##### Table of Contents



Item 9A(T)
    Controls
    and Procedures.    Item 9B.
    Other
    Information   
  Part III
  Item 10.
    Directors,
    Executive Officers, and Corporate Governance of the
    Registrant.  Form 10-K.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management, and
    Related Stockholder Matters  Equity
    Compensation Plan Information
    Number of SecuritiesNumber of Securities





Available for Futureto be Issued Upon


Weighted Average Exercise


Issuance Under EquityExercise of


Price of Outstanding


Compensation PlansOutstanding Options,


Options, Warrants and


(Excluding SecuritiesPlan Category

Warrants and Rights


Rights


Reflected in Column(a)Equity compensation plans approved by security holders


743,762


$
11.74



817,663Equity compensation plans not approved by security holders


0







0Total


743,762


$
11.74



817,663     Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence.   64




---



##### Table of Contents



Item 14.
    Principal
    Accounting Fees and Services   
  Part IV
  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements
                Financial Statement Schedules
  Schedule II 
    Valuation and Qualifying Accounts (at Item 8 of this
    Report)
    Exhibits.
 65




---



##### Table of Contents



SIGNATURES
      By
    /s/  Eric
    R. Zimmerman           NAME

TITLE

DATE/s/  Eric
    R. ZimmermanEric
    R. Zimmerman

President, Chief Executive Officer and
    Director

March 14, 2008/s/  Edward
    J. PuisisEdward
    J. Puisis

Executive Vice President and
    Chief Financial Officer
    (Principal Financial Officer)

March 14, 2008/s/  Thomas
    W. RoehrigThomas
    W. Roehrig

Vice President, Finance and Secretary
    (Principal Accounting Officer)

March 14, 2008/s/  Stephen
    BergerStephen
    Berger

Director

March 17, 2008/s/  Steven
    M. BerzinSteven
    M. Berzin

Director

March 17, 2008/s/  Joseph
    D. HinkelJoseph
    D. Hinkel

Director

March 14, 2008/s/  William
    F. HopkinsWilliam
    F. Hopkins

Director

March 17, 2008/s/  Sidney
    J. NurkinSidney
    J. Nurkin

Director

March 17, 2008/s/  Douglas
    RotatoriDouglas
    Rotatori

Director

March 17, 2008  66




---



##### Table of Contents



Index
    of Exhibits
  Exhibit No.



Description(3)Articles of Incorporation and By-Laws3.1

Amended and Restated Certificate of Incorporation of the Company

3.2

Amended and Restated By-Laws of the Company

(4)Instruments defining the Rights of Security Holders,
    Including Indentures4.1

Form of Junior Convertible Subordinated Indenture between the
    Company and Firstar Bank, N.A., as Indenture Trustee
    [Incorporated by reference to Exhibit 4.2.3 to the
    Companys Registration Statement on Form S-3 (Reg.
    333-84613)]

4.1.1

First Supplemental Indenture dated January 17, 2000, between the
    Company and Firstar Bank, N.A., as Trustee [Incorporated by
    reference to Exhibit 4.1.1 to the Companys Annual Report
    on Form 10-K for the year ended December 31, 2004]

4.1.2

Form of Junior Convertible Subordinated Debenture [Incorporated
    by reference to Exhibit 4.2.3 to the Companys Registration
    Statement on Form S-3 (Reg. 333-84613)]

4.1.3

Second Supplemental Indenture dated December 14, 2006 between
    the Company and U.S. Bank N.A., as trustee [Incorporated by
    reference to Exhibit 4.1.3 to the Companys Registration
    Statement on Form S-1 (Reg. No. 333-137785)]

4.2

Indenture dated June 16, 2000 among the Company, the Guarantors
    named therein, as guarantors, and United States Trust Company of
    New York, as trustee, relating to $170,000,000 in aggregate
    principal amount of 13% Senior Subordinated Notes due 2009
    and registered 13% Senior Subordinated Notes due 2009
    [Incorporated by reference to Exhibit 4.1 to the Companys
    Registration Statement on Form S-4 (Reg. 333-41392)]

4.2.1

First Supplemental Indenture dated as of August 3, 2000.
    [Incorporated by reference to Exhibit 4.5.1 to the
    Companys Annual Report on Form 10-K for the year ended
    December 31, 2001]

4.2.2

Second Supplemental Indenture dated as of January 4, 2001.
    [Incorporated by reference to Exhibit 4.5.2 to the
    Companys Annual Report on Form 10-K for the year ended
    December 31, 2001]

4.2.3

Third Supplemental Indenture dated as of June 19, 2001.
    [Incorporated by reference to Exhibit 4.5.3 to the
    Companys Annual Report on Form 10-K for the year ended
    December 31, 2001]

4.2.4

Fourth Supplemental Indenture dated as of September 30, 2003.
    [Incorporated by reference to Exhibit 4.2.4 to the
    Companys Annual Report on Form 10-K for the year ended
    December 31, 2003]

4.2.5

Fifth Supplemental Indenture dated as of December 4, 2006.
    [Incorporated by reference to Exhibit 4.2.5 to the
    Companys Registration Statement on Form S-1 (Reg. No.
    333-137785)]

4.2.6

Sixth Supplemental Indenture dated as of December 14, 2006.
    [Incorporated by reference to Exhibit 4.2.6 to the
    Companys Registration Statement on Form S-1 (Reg. No.
    333-137785)]

4.3

Specimen Certificate of 13% Senior Subordinated Notes due
    2009 [Incorporated by reference to Exhibit 4.2 to the
    Companys Registration Statement on Form S-4 (Reg.
    333-41392)]

4.4

Specimen Certificate of the registered 13% Senior
    Subordinated Notes due 2009 [Incorporated by reference to
    Exhibit 4.3 to the Companys Registration Statement on Form
    S-4 (Reg. 333-41392)]

4.5

Warrant Agreement dated as of June 16, 2000 between the Company
    and United States Trust Company of New York, as Warrant Agent
    [Incorporated by reference to Exhibit 4.5 to the Companys
    Annual Report on Form 10-K for the year ended December 31, 2003]

 67




---



##### Table of Contents



Exhibit No.



Description4.6

Warrant Shares Registration Rights Agreement dated as of June
    16, 2000 among the Company and the Initial Purchasers
    [Incorporated by reference to Exhibit 4.6 to the Companys
    Annual Report on Form 10-K for the year ended December 31, 2003]

4.7

Senior Second Secured Notes Indenture with respect to the
    103/4% Senior
    Second Secured Notes due 2008, among the Company, the Guarantors
    named therein and The Bank of New York, as Trustee, dated June
    9, 2003 [Incorporated by reference to Exhibit 4.1 to the
    Companys Registration Statement on Form S-4 (Reg.
    333-107071)]

4.7.1

First Supplemental Indenture dated as of December 14, 2006,
    between the Company and The Bank of New York, as trustee.
    [Incorporated by reference to Exhibit 4.8.1 to the
    Companys Registration Statement on Form S-1 (Reg. No.
    333-137785)]

4.8

Form of
    103/4% Senior
    Second Secured Note due 2008 (included in Exhibit 4.7)

4.9

Second Amended and Restated Security Agreement, among the
    Company, certain former subsidiaries of the Company and The Bank
    of New York, as Collateral Agent and as Trustee, dated January
    30, 2004 [Incorporated by reference to Exhibit 4.10 to the
    Companys Registration Statement on Form S-4 (Reg.
    333-107071)]

4.10

Second Amended and Restated Pledge Agreement, among the Company,
    Trevecca Holdings, Inc. and The Bank of New York, as Collateral
    Agent and as Trustee, dated January 30, 2004 [Incorporated by
    reference to Exhibit 4.11 to the Companys Registration
    Statement on Form S-4 (Reg. 333-107071)]

4.11

Term Loan Credit Agreement Dated as of March 3, 2008 among
    Dayton Superior Corporation, as the Borrower the Lenders Party
    Hereto and General Electric Capital Corporation as
    Administrative Agent and Collateral Agent [Incorporated by
    reference to Exhibit X.X to the Companys Current Report on
    Form 8-K file March X, 2008]

4.12

Revolving Credit Agreement Dated as of March 3, 2008 among
    Dayton Superior Corporation, as the Borrower the Lenders and L/C
    Issuers Party Hereto and General Electric Capital Corporation as
    Administrative Agent and Collateral Agent [Incorporated by
    reference to Exhibit X.X to the Companys Current Report on
    Form 8-K file March X, 2008]

4.13

Registration Rights Agreement among the Company, Odyssey
    Investment Partners Fund, LP, Odyssey Coinvestors, LLC, DS
    Coinvestment I, LLC and DS Coinvestment II, LLC
    [Incorporated by reference to Exhibit 4.15 to the Companys
    Registration Statement on Form S-1 (Reg. No. 333-137785)]

Certain instruments defining the rights of holders of long-term
    debt of the Company have not been filed because the total amount
    does not exceed 10% of the total assets of the Company and its
    subsidiary on a consolidated basis. A copy of each such
    instrument will be furnished to the Commission upon request.(9)Voting Trust Agreement9.1

Voting Agreement and Irrevocable Proxy among the Company,
    Odyssey and certain management shareholders [Incorporated by
    reference to Exhibit 9.1 to the Companys Registration
    Statement on Form S-1 (Reg. No. 333-137785)]

9.1.1

First Amendment to the Voting Agreement and Irrevocable Proxy
    among the Company, Odyssey and certain management shareholders
    [Incorporated by reference to Exhibit 9.1(a) to the
    Companys Current Report on Form 8-K filed December 27,
    2007]

(10)Material Contracts10.1

2008 Executive Incentive Plan

* **10.2

Employment Agreement between the Company and Edward J. Puisis
    [Incorporated by reference to Exhibit 10.1 to the Companys
    Quarterly Report on Form 10-Q dated November 10, 2003]

*10.3

Letter Agreement dated August 13, 2003 between Raymond
    Bartholomae and the Company [Incorporated by reference to
    Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q
    dated November 10, 2003]

* 68




---



##### Table of Contents



Exhibit No.



Description10.3.1

Letter Agreement dated as of December 15, 2005 between Raymond
    Bartholomae and the Company amending prior Letter Agreement.
    [Incorporated by reference to Exhibit 10.1 to the Companys
    Current Report on Form 8-K dated December 21, 2005]

*10.4

Employment Agreement effective as of August 1, 2005 between Eric
    R. Zimmerman and the Company. [Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on Form 8-K
    dated August 2, 2005]

*10.5

Dayton Superior Corporation 2000 Stock Option Plan [Incorporated
    by reference to Exhibit 10.13 to the Companys Annual
    Report on Form 10-K for the year ended December 31, 2001]

*10.5.1

First Amendment to Dayton Superior Corporation 2000 Stock Option
    Plan [Incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the quarter
    ended March 30, 2001]

*10.5.2

Second Amendment to Dayton Superior Corporation 2000 Stock
    Option Plan dated July 15, 2002 [Incorporated by reference to
    Exhibit 10.13.2 to the Companys Annual Report on Form 10-K
    for the year ended December 31, 2002]

*10.5.3

Third Amendment to Dayton Superior Corporation 2000 Stock Option
    Plan dated October 23, 2002 [Incorporated by reference to
    Exhibit 10.13.3 to the Companys Annual Report on Form 10-K
    for the year ended December 31, 2002]

*10.5.4

Fourth Amendment to Dayton Superior Corporation 2000 Stock
    Option Plan dated February 10, 2004. [Incorporated by reference
    to Exhibit 10.10.4 to the Companys Annual Report on Form
    10-K for the year ended December 31, 2003]

*10.5.5

Fifth Amendment to Dayton Superior Corporation 2000 Stock Option
    Plan dated February 10, 2004 effective April 18, 2007
    [Incorporated by reference to Exhibit 10.1 to the Companys
    Current Report on Form 8-K dated May 30, 2007]

*10.5.6

Form of Amended and Restated Stock Option Agreement entered into
    between the Company and certain of its executive officers
    [Incorporated by reference to Exhibit 10.1 to the Companys
    Quarterly Report on Form 10-Q for the quarter ended June 28,
    2002]

*10.5.7

Form of First Amendment to Stock Option Agreement dated as of
    July 1, 2003 [Incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the quarter
    ended July 2, 2003]

*10.5.8

Form of Stock Option Agreement entered into between the Company
    and certain of its Directors dated April 18, 2007 [Incorporated
    by reference to Exhibit 10.1 to the Companys Current
    Report on Form 8-K dated April 25, 2007]

*10.6

Restricted Stock Agreement dated as of June 30, 2006, between
    the Company and Eric R. Zimmerman. [Incorporated by reference to
    Exhibit 10.10 to the Companys Registration Statement on
    Form S-1 (Reg. No. 333-137785)]

*10.7

Restricted Stock Agreement dated as of June 30, 2006, between
    the Company and Edward J. Puisis. [Incorporated by reference to
    Exhibit 10.11 to the Companys Registration Statement on
    Form S-1 (Reg. No. 333-137785)]

*10.8

Restricted Stock Agreement dated as of June 30, 2006, between
    the Company and Raymond E. Bartholomae. [Incorporated by
    reference to Exhibit 10.12 to the Companys Registration
    Statement on Form S-1 (Reg. No. 333-137785)]

*10.9

Repayment and Stock Pledge Agreement dated June 16, 2000,
    between the Company and Raymond E. Bartholomae. [Incorporated by
    reference to Exhibit 10.14 to the Companys Registration
    Statement on Form S-1 (Reg. No. 333-137785)]

*10.10

Repayment and Stock Pledge Agreement dated March 30, 2001,
    between the Company and Raymond E. Bartholomae. [Incorporated by
    reference to Exhibit 10.15 to the Companys Registration
    Statement on Form S-1 (Reg. No. 333-137785)]

*10.11

Form of Indemnification Agreement between the Company and
    certain of its Directors [Incorporated by reference to Exhibit
    10.1 to the Companys Current Report on Form 8-K dated
    March 21, 2007]

* 69




---



##### Table of Contents



Exhibit No.



Description(14)Code of Ethics14

Code of Business Conduct and Ethics [Incorporated by reference
    to Exhibit 14 to the Companys Current Report on Form 8-K
    filed on December 22, 2006]

(21)Subsidiaries of the Registrant21

Subsidiaries of the Company [Incorporated by reference to
    Exhibit 21.1            to the Companys Annual Report on
    Form 10-K for the year ended December 31, 2004]

(23)


Consents of Experts and Counsel23

Consent of Deloitte & Touche LLP

**(31)Rule 13a-14(a)/15d-14(a) Certifications31.1

Rule 13a-14(a)/15d-14(a) Certification of President and Chief
    Executive Officer

**31.2

Rule 13a-14(a)/15d-14(a) Certification of Vice President and
    Chief Financial Officer

**(32)Section 1350 Certifications32.1

Sarbanes-Oxley Section 1350 Certification of President and Chief
    Executive Officer

**32.2

Sarbanes-Oxley Section 1350 Certification of Vice President and
    Chief Financial Officer

**     *
    
    Compensatory plan, contract or arrangement in which one or more
    directors or named executive officers participate.**
    
    Filed herewith
    
    Previously filed 70