##### 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, 2008ORo

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
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ   Rule 12b-2 o þ
    DOCUMENT
    INCORPORATED BY REFERENCE




---





TABLE OF CONTENTS  Part IItem 1. Business.Item 1A. Risk FactorsItem 1B. Unresolved Staff Comments.Item 2. Properties.Item 3. Legal Proceedings.Item 4. Submission of Matters to a Vote of Security Holders.Part IIItem 5. Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.Item 6. Selected Financial Data.Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Item 8. Financial Statements and Supplementary Data.REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMConsolidated Balance SheetsConsolidated Statements of OperationsConsolidated Statements of Stockholders DeficitConsolidated Statements of Cash Flows Years Ended December 31Consolidated Statements of Comprehensive Loss Years Ended December 31Notes to Consolidated Financial Statements December 31, 2008, 2007 and 2006 ($ in thousands, except per share amounts)Schedule II -- Valuation and Qualifying Accounts Years Ended December 31, 2008, 2007, and 2006Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.Item 9A. Controls and Procedures.Item 9B. -- Other InformationREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMItem 9A(T) Controls and Procedures.Part IIIItem 10. Directors, Executive Officers, and Corporate Governance of the Registrant.Item 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director Independence.Item 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-4.7.1EX-10.11EX-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
  Recent
    Developments
      and/or
  General
   1




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##### Table of Contents




    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
  sub-contractors.
    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. 2




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##### Table of Contents




    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.  Manufacturing
       3




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##### Table of Contents



Fleet
    Management
    Distribution
    Sales and
    Marketing
    Technical
    and Customer Service
  make-to-order
  Customers
  sub-contractors.
  Raw
    Materials
    Competition
   4




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##### Table of Contents



Trademarks
    and Patents
  ® ® ® ® ® ® ® ® ® ® ® ® ® ®
  Employees
    Seasonality
    Backlog
   
  Item 1A.
    Risk
    Factors  There is substantial doubt about our ability to continue as a
    going concern and, if we are unable to find suitable strategic
    alternatives or restructure our outstanding indebtedness on a
    consensual basis, we will be required to seek protection under
    the federal bankruptcy laws.
   5




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If we file for bankruptcy protection our business and
    operations will be subject to certain additional
    risks.
  
    A bankruptcy filing by or against us may adversely affect our
    business prospects and our ability to operate during the
    reorganization process;
    Coordinating a bankruptcy filing and operating under protection
    of the bankruptcy court would involve significant costs,
    including expenses of legal counsel and other professional
    advisors;
    We may have difficulty continuing to obtain and maintain
    contracts necessary to continue our operations at affordable
    rates with competitive terms;
    Transactions by us outside the ordinary course of business would
    be subject to the prior approval of the court, which may limit
    our ability to respond timely to certain events or take
    advantage of certain opportunities;
    We may not be able to obtain court approval or such approval may
    be delayed with respect to motions made in the reorganization
    cases;
    We may be unable to retain and motivate key executives and
    employees during the process of reorganization, and we may have
    difficulty attracting new employees;
    There can be no assurance as to our ability to maintain or
    obtain sufficient financing sources for operations or to fund
    any reorganization plan and meet future obligations;
    There can be no assurance that we will be able to successfully
    develop, prosecute, confirm and consummate one or more plans of
    reorganization that are acceptable to the bankruptcy court and
    our creditors, equity holders and other parties in interest;
    The value of our common stock could be reduced to zero as result
    of a bankruptcy filing; and
    Certain of our customers and vendors may be reluctant to
    continue to transact business with us as a result of our
    bankruptcy filing.  We may not have sufficient cash to maintain our
    operations.
 6




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Our debt instruments impose significant operating
    restrictions on us.
    The non-residential construction industry is cyclical, and we
    are currently experiencing 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.
 7




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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.
  Increased costs of raw materials and energy resources may
    result in increased operating expenses and adversely affect our
    results of operations and cash flows.
  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.
 8




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##### 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.    The high level of competition in our industry could
    materially adversely affect our business.
 9




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We are effectively controlled by a major stockholder, whose
    interests may conflict with yours.
  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; 10




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##### Table of Contents




    the impending maturity of long term debt;
    the publics reaction to our press releases, other public
    announcements and filings with the 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;
    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 common stock may be delisted from the Nasdaq Stock
    Market.
  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.   
  Item 1B.
    Unresolved
    Staff Comments.   11




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##### 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 2010Miamisburg, Ohio

Service/Distribution


Leased



156,600


September 2017Allentown, Pennsylvania

Service/Distribution


Leased



114,000


May 2015Reynosa, Mexico

Manufacturing/Distribution


Leased



110,000


July 2011Aurora, 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


June 2009Kansas City, Kansas

Manufacturing/Distribution


Leased



56,600


September 2015Fontana, California

Manufacturing/Distribution


Leased



56,000


May 2009Modesto, California

Manufacturing/Distribution


Leased



54,100


March 2010Grand Prairie, Texas

Service/Distribution


Leased



51,000


June 2010Toronto, Ontario

Manufacturing/Distribution


Leased



45,661


January 2010Orlando, Florida

Service/Distribution


Leased



44,470


September 2018Kent, Washington

Service/Distribution


Leased



40,640


June 2009Oregon, 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




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Executive
    Officers
    Eric R. Zimmerman


58


President, Chief Executive Officer and DirectorPeter J. Astrauskas


58


Vice President, EngineeringRaymond E. Bartholomae


62


Executive Vice President and President, SymonsJeffrey S. Dawley


45


Vice President, ManufacturingEdward J. Puisis


48


Executive Vice President and Chief Financial OfficerThomas W. Roehrig


43


Vice President, Finance and SecretaryKeith M. Sholos


55


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




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##### Table of Contents



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


Low2008


4th

    Quarter

$
1.67


$
0.282008


3rd

    Quarter


2.64



1.462008


2nd

    Quarter


3.14



1.512008


1st

    Quarter


4.05



1.982007


4th

    Quarter


8.70



3.862007


3rd

    Quarter


13.82



6.992007


2nd

    Quarter


14.13



9.902007


1st

    Quarter


11.70



10.22      14




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##### Table of Contents



Item 6.
    Selected
    Financial Data.    Year Ended December 31,2008


2007


2006


2005


2004($ in thousands)Statement of Operations Data:Net sales

$
475,871


$
482,958


$
479,310


$
418,983


$
418,639Cost of sales


316,581



331,192



340,902



320,399



311,335Gross profit


159,290



151,766



138,408



98,584



107,304Selling, general and administrative expenses


110,659



106,882



106,453



94,526



90,724Facility closing and severance expenses


3,843



1,753



423



1,712



2,036Impairment of goodwill














64,000
(1)


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


(296
)


560



(1,504
)


4,529



(248
)Income (loss) from operations


45,084



42,571



33,036



(66,183
)


14,792Interest expense


50,229



47,019



49,983



48,133



47,207Interest income


(260
)


(493
)


113



(163
)


(559
)Loss on early extinguishment of long-term debt


6,224
(2)














842
(3)Other (income) expense


219



2,300



555



(89
)


(134
)Loss before provision for income taxes


(11,328
)


(6,255
)


(17,615
)


(114,064
)


(32,564
)Provision for income taxes


620



437



394



639



4,863
(4)Net loss

$
(11,948
)

$
(6,692
)

$
(18,009
)

$
(114,703
)

$
(37,427
)Net loss per share:Basic and diluted

$
(0.64
)

$
(0.37
)

$
(1.76
)

$
(11.57
)

$
(3.77
)Weighted average shares outstanding


18,564,123



18,283,773



10,224,765



9,916,425



9,932,872 15




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##### Table of Contents



Year Ended December 31,2008


2007


2006


2005


2004($ in thousands)Other Financial Data:Depreciation and amortization

$
23,953


$
25,353


$
26,479


$
97,427
(1)

$
31,738Property, plant and equipment additions, net


10,803



19,905



13,216



5,140



4,586Rental equipment additions (proceeds), net


(10,405
)


1,515



1,997



148



(7,739
)Balance Sheet Data (at period end):Working capital
    (deficit)(5)

$
(259,040
)

$
62,045


$
81,358


$
63,584


$
93,623Goodwill and intangibles


44,475



46,332



48,705



48,668



114,828Total assets


300,087



317,253



321,638



281,520



394,763Long-term debt (including current portion)


337,894



324,597



322,450



369,254



379,735Stockholders deficit


(106,278
)


(89,643
)


(90,222
)


(160,277
)


(48,076
)     (1)
    
    In accordance with Statement of Financial Accounting Standard
    (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.(2)
    
    In March 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 facility. 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, were expensed as a loss on
    extinguishment of long-term debt in the first quarter of 2008.(3)
    
    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.(4)
    
    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
    SFAS No. 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.(5)
    
    Our $150 million revolving credit facility and our term
    loan, with an outstanding balance of $99.25 million mature
    on April 9, 2009. In addition, our Senior Subordinated
    Notes, which have a face value of $154.7 million, mature on
    June 15, 2009. See BusinessRecent
    Developments, Risk Factors and
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations-Liquidity and Capital
    Resources.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  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.
 16




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##### Table of Contents



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.      Recent
    Developments
    Industry
    Conditions
   17




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##### Table of Contents



Results
    of Operations
    Years Ended December 31,2008


2007


2006Product sales


84.0
%


82.4
%


81.0
%Rental revenue


12.1



12.4



13.1Used rental equipment sales


3.9



5.2



5.9Net sales


100.0



100.0



100.0Product cost of sales


70.5



73.5



76.4Rental cost of sales


55.9



55.8



58.7Used rental equipment cost of sales


13.6



19.9



27.1Cost of sales


66.5



68.6



71.1Product gross profit


29.5



26.5



23.6Rental gross profit


44.1



44.2



41.3Used rental equipment gross profit


86.4



80.1



72.9Gross profit


33.5



31.4



28.9Selling, general and administrative expenses


23.3



22.1



22.2Facility closing and severance expenses


0.8



0.4



0.1Loss (gain) on disposals of property, plant and equipment


(0.1
)


0.1



(0.3
)Income from operations


9.5



8.8



6.9Interest expense


10.6



9.7



10.5Interest income


(0.1
)


(0.1
)


Loss on early extinguishment of long-term debt


1.4







Other expense






0.5



0.1Loss before provision for income taxes


(2.4
)


(1.3
)


(3.7
)Provision for income taxes


0.1



0.1



0.1Net loss


(2.5
)%


(1.4
)%


(3.8
)%   Comparison
    of Years Ended December 31, 2008 and 2007
  Net Sales.
  Years Ended December 31,2008


2007Sales


%


Sales


%


% Change($ in thousands)Product sales

$
399,929



84.0
%

$
398,404



82.4
%


0.4
%Rental revenue


57,454



12.1



59,671



12.4



(3.7
)Used rental equipment sales


18,488



3.9



24,883



5.2



(25.7
)Net sales

$
475,871



100.0
%

$
482,958



100.0
%


(1.5
)%        18




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##### Table of Contents



Gross Profit.
        Operating Expenses.
    Other Expenses.
      ($ in millions)Prepayment premium on Senior Second Secured Notes

$
4.6Unamortized discount on Senior Second Secured Notes


1.1Unamortized financing costs on Senior Second Secured Notes


0.2Unamortized financing costs on previous revolving credit facility


0.3Loss on extinguishment of long-term debt

$
6.2  19




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##### Table of Contents



Loss Before Provision for Income Taxes.
  Provision for Income Taxes.
  Net Loss.
  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
%         Gross Profit.
    3-year
   20




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##### Table of Contents



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




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##### Table of Contents



Years Ended December 31,2008


2007


2006($ in thousands)Rental equipment additions

$
12,592


$
25,230


$
21,535Property, plant, and equipment additions


12,309



19,943



13,237Proceeds from sales of used rental equipment


(22,997
)


(23,715
)


(23,532
)Proceeds from sales of property, plant, and equipment


(1,506
)


(38
)


(21
)Net additions to rental equipment and property, plant, and
    equipment

$
398


$
21,420


$
11,219      22




---



##### Table of Contents



Comparison
    of Years Ended December 31, 2008 and 2007
    2008


2007($ in millions)Net loss

$
(12.0
)

$
(6.7
)Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities


32.0



17.6Changes in assets and liabilities


(16.8
)


(12.1
)Net cash provided by (used in) operating activities

$
3.2


$
(1.2
)       
    Inventories were a $0.4 million use of cash in 2008
    compared to $8.1 million in 2007, as we managed our
    inventory quantities in alignment with the unit volume of
    product sales.
    Accounts payable were a $12.7 million use of cash in 2008
    as compared to $0.1 million in 2007, due to the timing of
    purchases and payments.        Comparison
    of Years Ended December 31, 2007 and 2006
     23




---



##### Table of Contents



Credit
    Arrangements
      ($ in thousands)Senior Subordinated Notes, interest rate of 13.0%

$
154,729Debt discount on Senior Subordinated Notes


(1,117
)Term loan, interest rate of 7.9%


99,250Debt discount on term loan


(1,175
)Debentures


1,024Capital lease obligations


337Total long-term debt


253,048Less current maturities


252,987Long-term portion

$
61         
    $84.8 million increase in the revolving credit facility,
    $244.0 million increase in the current portion of long-term
    debt due to the term loan and Senior Subordinated Notes maturing
    within twelve months, and
    $10.2 million decrease in accounts receivable primarily due
    to lower fourth quarter sales in 2008 as compared to 2007,
    partially offset by
    $15.1 million decrease in accounts payable due to the
    timing of vendor purchases and payments. 24




---



##### Table of Contents



Commitments
    Revolving


OtherCredit


Long-Term


Interest


Capital


Operating


UnrecognizedYear

Facility


Debt


Payments


Leases


Leases


Tax Benefits


Pension(1)


Total($ in thousands)2009

$
84,846


$
255,003


$
14,682


$
295


$
10,468


$



$
606


$
365,9002010














46



9,407











9,4532011














5



8,241











8,2462012














5



7,426











7,4312013














5



6,527











6,532Thereafter














3



30,100



285







30,388$
84,846


$
255,003


$
14,682


$
359


$
72,169


$
285


$
606


$
427,950     (1)

    No amounts beyond 2009 have been included in this table as
    amounts will be based upon future performance of the plan.  Seasonality
    Inflation
    Forward-Looking
    Statements
  Form 10-K Form 10-K, Form 10-Q, Form 8-K,
   25




---



##### Table of Contents



Form 10-Q, Form 8-K
  Critical
    Accounting Policies
    Accounts
    Receivable Reserves
  and/or
  Inventories
  first-in,
  Rental
    Equipment
    Goodwill
   26




---



##### Table of Contents




    the amount of adjusted EBITDA (which is income from operations
    adjusted to exclude depreciation and amortization of
    intangibles; gain (loss) from disposals of property, plant, and
    equipment; facility closing and severance expenses; and stock
    compensation expense) generated by our product sales business
    segment;
    our historical ability to meet operating results compared to
    projections;
    the level of expected activity in the nonresidential
    construction industry; and
    our future prospects.    Income
    Taxes
    Insurance
    Reserves
    5-day
      Pension
    Liabilities
   27




---



##### Table of Contents



One Percentage Point


One Percentage PointIncrease


Decrease($ in thousands)Effect on 2008 net periodic pension cost

$
(152
)

$
227Effect on December 31, 2008 pension benefit obligation


(2,209
)


2,765     One Percentage Point


One Percentage PointIncrease


Decrease($ in thousands)Effect on 2008 net periodic pension cost

$
(135
)

$
135   Revenue
    Recognition
    Recently
    Issued Accounting Pronouncements
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.     28




---



##### Table of Contents



paid-in-kind
     29




---



##### 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. Employers Accounting for Defined
    Benefit Pension and Other Postretirement Benefits
    Plans  an amendment of FASB Statements No. 87,
    88, 106, and 132(R),
  Internal Control  Integrated Framework
      30




---



##### Table of Contents



Dayton
    Superior Corporation and Subsidiary
  Consolidated Balance Sheets
 As of
    December 31
  2008


2007($ in thousands, except per share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
398


$
3,381Accounts receivable, net of reserves for doubtful accounts and
    sales returns and allowances of $4,536 and $4,447


58,435



68,593Inventories


66,732



66,740Prepaid expenses and other current assets


7,551



5,718Prepaid income taxes






740Total current assets


133,116



145,172Rental equipment, net of accumulated depreciation of $69,923 and
    $67,276


63,426



67,640Property, plant and equipmentLand and improvements


1,655



2,020Buildings and leasehold improvements


22,253



18,391Machinery and equipment


90,452



94,943114,360



115,354Less accumulated depreciation


(59,250
)


(58,542
)Net property, plant and equipment


55,110



56,812Goodwill


43,643



43,643Other assets


4,792



3,986Total assets

$
300,087


$
317,253LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Revolving credit facility

$
84,846


$
Current portion of long-term debt


252,987



8,990Accounts payable


24,093



39,204Accrued compensation and benefits


15,862



15,456Accrued interest


3,016



6,193Accrued freight


2,924



4,065Other accrued liabilities


8,428



9,219Total current liabilities


392,156



83,127Other long-term debt, net of current portion


61



315,607Other long-term liabilities


14,148



8,162Total liabilities


406,365



406,896Commitments and contingencies (Note 8)Stockholders deficit Common stock; $0.01 par value;
    100,000,000 shares authorized; 19,070,697 (251,492
    unvested) and 19,066,212 (502,982 unvested) outstanding


191



191Additional paid-in capital


208,621



207,181Loans to stockholders


(1,119
)


(1,085
)Accumulated other comprehensive loss


(6,711
)


(618
)Accumulated deficit


(307,260
)


(295,312
)Total stockholders deficit


(106,278
)


(89,643
)Total liabilities and stockholders deficit

$
300,087


$
317,253    31




---



##### Table of Contents



Dayton
    Superior Corporation and Subsidiary
  Consolidated Statements of Operations
 Years
    Ended December 31
  2008


2007


2006($ and shares in thousands,except per share amounts)Product sales

$
399,929


$
398,404


$
388,100Rental revenue


57,454



59,671



62,769Used rental equipment sales


18,488



24,883



28,441Net sales


475,871



482,958



479,310Product cost of sales


281,929



292,946



296,351Rental cost of sales


32,145



33,295



36,845Used rental equipment cost of sales


2,507



4,951



7,706Cost of sales


316,581



331,192



340,902Product gross profit


118,000



105,458



91,749Rental gross profit


25,309



26,376



25,924Used rental equipment gross profit


15,981



19,932



20,735Gross profit


159,290



151,766



138,408Selling, general and administrative expenses


110,659



106,882



106,453Facility closing and severance expenses


3,843



1,753



423Loss (gain) on disposals of property, plant and equipment


(296
)


560



(1,504
)Income from operations


45,084



42,571



33,036Other expensesInterest expense


50,229



47,019



49,983Interest income


(260
)


(493
)


113Loss on extinguishment of long-term debt


6,224







Other expense


219



2,300



555Loss before provision for income taxes


(11,328
)


(6,255
)


(17,615
)Provision for income taxes


620



437



394Net loss

$
(11,948
)

$
(6,692
)

$
(18,009
)Basic net loss per common share

$
(0.64
)

$
(0.37
)

$
(1.76
)Weighted average number of common shares outstanding


18,564



18,284



10,225Diluted net loss per common share

$
(0.64
)

$
(0.37
)

$
(1.76
)Weighted average number of common shares and equivalents
    outstanding


18,564



18,284



10,225    32




---



##### Table of Contents



Dayton
    Superior Corporation and Subsidiary

    
    Consolidated Statements of Stockholders Deficit
    Years Ended December 31, 2008, 2007, and 2006
  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)Balances January 1, 2006


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 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 as a result of initial public offering


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


18,773,283



188



201,602



(2,268
)










576



(1,700
)


(288,620
)


(90,222
)Net loss


































(6,692
)


(6,692
)Change in 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
)Net loss


































(11,948
)


(11,948
)Change in pension and other post-retirement benefits






























(4,865
)






(4,865
)Foreign currency translation adjustment


























(1,228
)










(1,228
)Exercise of warrants


4,485



































Stock compensation expense










1,440



























1,440Changes in loans to stockholders














(34
)






















(34
)Balances at December 31, 2008


19,070,697


$
191


$
208,621


$
(1,119
)





$



$
105


$
(6,816
)

$
(307,260
)

$
(106,278
)     33




---



##### Table of Contents



Dayton
    Superior Corporation and Subsidiary
  Consolidated Statements of Cash Flows
 Years
    Ended December 31
  2008


2007


2006($ in thousands)Cash Flows From Operating Activities:Net loss

$
(11,948
)

$
(6,692
)

$
(18,009
)Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities:Depreciation


23,824



25,106



25,919Amortization of intangibles


129



247



560Provision for accounts receivable reserve


4,657



3,023



3,712Loss on extinguishment of long-term debt


6,224







Stock compensation expense


1,440



2,779



2,249Deferred income taxes


(102
)


(9
)


(315
)Amortization of deferred financing costs and debt discount


12,676



7,021



5,680Amortization of deferred gain from sale-leaseback


(777
)


(1,624
)


(3,021
)Gain on sales of used rental equipment


(15,981
)


(19,932
)


(20,735
)(Gain) loss on disposals of property, plant, and equipment


(120
)


1,050



435Change in assets and liabilities:Accounts receivable


860



471



(8,258
)Inventories


(381
)


(8,142
)


(1,024
)Prepaid expenses and other assets


20



220



(581
)Prepaid income taxes






(415
)


226Accounts payable


(12,700
)


(125
)


9,576Accrued liabilities and other long-term liabilities


(4,640
)


(4,153
)


7,336Net cash provided by (used in) operating activities


3,181



(1,175
)


3,750Cash Flows From Investing Activities:Property, plant and equipment additions


(12,309
)


(19,943
)


(13,237
)Proceeds from sale of property, plant, and equipment


1,506



38



21Rental equipment additions


(12,592
)


(25,230
)


(21,535
)Proceeds from sales of used rental equipment


22,997



23,715



23,532Net cash used in investing activities


(398
)


(21,420
)


(11,219
)Cash Flows From Financing Activities:Repayments of long-term debt, including revolving credit facility


(323,921
)


(108,767
)


(190,608
)Issuance of long-term debt, including revolving credit facility


328,437



106,449



139,028Financing costs incurred


(5,253
)


(712
)


(1,272
)Issuance of common stock, net of issuance costs






791



87,009Prepayment premium on redemption of long term-debt


(4,641
)






Change in loans to stockholders


(34
)


1,183



180Net cash provided by (used in) financing activities


(5,412
)


(1,056
)


34,337Effect of Exchange Rate Changes on Cash


(354
)


219



(55
)Net increase (decrease) in cash and cash equivalents


(2,983
)


(23,432
)


26,813Cash and cash equivalents, beginning of year


3,381



26,813



Cash and cash equivalents, end of year

$
398


$
3,381


$
26,813Supplemental Disclosures:Cash paid for income taxes

$
304


$
568


$
341Cash paid for interest


40,730



39,546



44,771Purchase of equipment on capital lease


24







917Property, plant and equipment and rental equipment additions in
    accounts payable


756



3,710



2,762Financing cost additions in accounts payable


669



71



736Common share issuance costs in accounts payable










2,012Sales of used rental equipment in accounts and notes receivable


7,943



12,451



11,283    34




---



##### Table of Contents



Dayton
    Superior Corporation and Subsidiary
  Consolidated Statements of Comprehensive Loss
 Years
    Ended December 31
  2008


2007


2006($ in thousands)Net loss

$
(11,948
)

$
(6,692
)

$
(18,009
)Other comprehensive income (loss):Foreign currency translation adjustment


(1,228
)


757



(55
)Change in pension and other post-retirement benefits liability


(4,865
)


(251
)


693Comprehensive loss

$
(18,041
)

$
(6,186
)

$
(17,371
)    35




---



##### Table of Contents



Notes to
    Consolidated Financial Statements
    December 31, 2008, 2007 and 2006
    ($ in thousands, except per share amounts)
  (1)
    The
    Company            (2)
    Going
    Concern  and/or
     36




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
        (3)
    Summary
    of Significant Accounting Policies  Cash
    and Cash Equivalents
    Accounts
    Receivable Reserves
  and/or
  Inventories
  first-in,
  December 31,


December 31,2008


2007Raw materials

$
13,641


$
13,534Work in progress


6,598



3,518Finished goods


46,493



49,688Total Inventory

$
66,732


$
66,740  37




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  Rental
    Equipment
    Property,
    Plant and Equipment
  10-30 years
        Goodwill
      
    the amount of adjusted EBITDA (which is income from operations
    adjusted to exclude depreciation and amortization of
    intangibles; gain (loss) from disposals of property, plant, and
    equipment; facility closing and severance expenses; and stock
    compensation expense) generated by the product sales reporting
    unit;
    the historical ability to meet operating results compared to
    projections;
    the level of expected activity in the nonresidential
    construction industry; and
    the Companys future prospects.      Income
    Taxes
   38




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
      Foreign
    Currency Translation Adjustment
      Revenue
    Recognition
    Customer
    Rebates
    Stock
    Compensation Expense
  Accounting for Stock-Based Compensation
 39




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  Loss
    Per Share of Common Stock
    Use of
    Estimates
    Fair
    Value of Financial Instruments
    Recent
    Accounting Pronouncements
    (4)
    Credit
    Arrangements    Sources:Issuance of $100,000 term loan, net of discount

$
94,250Initial draw on new revolving credit facility


88,666$
182,916Uses:Repayment of Senior Second Secured Notes

$
165,000Prepayment premium on Senior Second Secured Notes


4,641Accrued interest


9,836Financing costs paid at closing


3,439$
182,916  40




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    Prepayment premium on Senior Second Secured Notes





$
4,641Unamortized debt discount on Senior Second Secured Notes






1,063Unamortized financing costs on Senior Second Secured Notes






243Unamortized financing costs on previous revolving credit facility






277Loss on extinguishment of long-term debt





$
6,224   paid-in-kind paid-in-kind paid-in-kind
   41




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  paid-in-kind
    For the Year EndedDecember 31,


December 31,


December 31,2008


2007


2006Average borrowing

$
95,520


$
11,925


$
69,784Maximum borrowing


129,346



27,050



83,200Weighted average interest rate


6.0
%


13.5
%


8.1
%     paid-in-kind payable-in-kind
    December 31,


December 31,2008


2007Senior Subordinated Notes, interest rate of 13.0%

$
154,729


$
154,729Debt discount on Senior Subordinated Notes


(1,117
)


(3,045
)Term loan, interest rate of 7.9%


99,250



Debt discount on term loan


(1,175
)


Senior Second Secured Notes, interest rate of 10.75%






165,000Debt discount on Senior Second Secured Notes






(1,393
)Senior notes payable to seller in 2003 acquisition, non-interest
    bearing, accreted at 14.5%






6,907Debentures


1,024



1,035Capital lease obligations


337



1,364Total long-term debt


253,048



324,597Less current maturities


(252,987
)


(8,990
)Long-term portion

$
61


$
315,607  42




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
            Revolving


Other Long-


CapitalYear

Credit Facility


Term Debt


Leases


Total2009

$
84,846


$
255,003


$
295


$
340,1442010










46



462011










5



52012










5



52013










5



5Thereafter










3



3Long-term debt and capital lease payments


84,846



255,003



359



340,208Less: Debt discount






(2,292
)






(2,292
)Less: Amounts representing interest










(22
)


(22
)$
84,846


$
252,711


$
337


$
337,894    43




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  (5)
    Common
    Stock  Stock
    Option Plan 
    Granted and outstanding


1,428,505Granted and exercised


122,998Available for granting


115,701Total


1,667,204     Accounting for Stock-Based
    Compensation
    2008

2007

2006Risk-free interest rates

1.80  2.60%

4.19  4.61%

4.80%Expected dividend yield

0.00%

0.00%

0.00%Expected life

5 years

2  2.5 years

1 yearRange of expected volatility

81.46  121.38%

16.31  47.03%

158.75%Weighted average volatility

113.28%

31.39%

158.75%    44




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    WeightedAverage


Unvested


Weighted


AggregateNumber of


Exercise Price


Number of


Average Grant-


IntrinsicShares


Per Share


Shares


Date Value


ValueOutstanding at January 1, 2006


871,391


$
11.96



671,901


$
2.93


$
Granted


80,307



12.46



80,307



2.93Vested










(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



1.02



Vested










(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



Granted


715,000



0.50



715,000



0.39Expired


(16,228
)


8.18



Forfeited


(14,029
)


12.46



(14,029
)


3.53Outstanding at December 31, 2008


1,428,505



6.35



1,184,220



1.56


$
177     Outstanding


ExercisableWeighted


Weighted








WeightedAverage


Average


Aggregate





Average


AggregateExercise


Remaining


Intrinsic





Exercise


IntrinsicRange of Exercise Prices

Shares


Price


Life


Value


Shares


Price


Value$0.33 - $4.12


732,219


$
0.99



9.7


$
177



17,219


$
4.12


$
$8.97


14,536



8.97



0.1







14,536



8.97



$11.07 - $12.69


681,750



12.07



2.9







212,530



12.18



1,428,505


$
6.35



6.4 years


$
177



244,285


$
11.42


$
   in-the-money
   45




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
      WeightedTotal


Unvested


AverageNumber of


Number of


Grant-DateShares


Shares


Fair ValueOutstanding at January 1, 2006









$
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



5.85Vested






(251,490
)


5.85Outstanding at December 31, 2008


1,005,967



251,492


$
5.85     (6)
    Retirement
    Plans  Company-Sponsored
    Pension Plans 
      Employers Accounting for
    Defined Benefit Pension and Other Postretirement
    Plans  an amendment of FASB Statements No. 87,
    88, 106, and 132(R)
 46




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    Pension


Pension


Postretirement


PostretirementBenefits


Benefits


Benefits


Benefits2008


2007


2008


2007Change in benefit obligationBenefit obligation at beginning of year

$
14,608


$
13,920


$
511


$
539Service cost


419



432







Interest cost


864



813



16



30Amendments


110











Actuarial loss/(gain)


1,422



(144
)


(213
)


Participant contributions










155



128Benefits paid


(458
)


(413
)


(120
)


(186
)Benefit obligation at end of year

$
16,965


$
14,608


$
349


$
511Change in plan assetsFair value of plan assets at beginning of year

$
13,091


$
11,683


$



$
Actual return on plan assets


(2,564
)


483







Participant contribution










155



128Employer contribution


1,117



1,338



(35
)


58Benefits paid


(458
)


(413
)


(120
)


(186
)Fair value of plan assets at end of year

$
11,186


$
13,091


$



$
Funded status

$
(5,779
)

$
(1,517
)

$
(349
)

$
(511
)Amounts recognized in the statement of financial position
    consist of:Current liability

$



$



$
(26
)

$
(44
)Long-term liability


(5,779
)


(1,517
)


(323
)


(467
)Accumulated other comprehensive loss (income):Net actuarial loss (gain)


7,750



2,772



(304
)


(122
)Prior service cost


130



37



48



72   47




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  Post


Post


PostPension


Pension


Pension


Retirement


Retirement


RetirementBenefits


Benefits


Benefits


Benefits


Benefits


Benefits2008


2007


2006


2008


2007


2006Components of net periodic benefit cost:Service cost

$
419


$
432


$
682


$



$



$
Interest cost


864



813



760



16



30



27Expected return on plan assets


(1,080
)


(973
)


(816
)










Amortization of actuarial (gain) loss


88



70



145



(31
)


(9
)


(10
)Amortization of prior service cost


17



8



14



24



24



24Net cost

$
308


$
350


$
785


$
9


$
45


$
41Change in other comprehensive income:Amortization of actuarial gain (loss)

$
(88
)

$
(70
)





$
31


$
8Actuarial gain loss arising during the period


5,066



345







(213
)


Amortization of prior service cost


(17
)


(8
)






(24
)


(24
)Prior service cost arising during the period


110















Increase (decrease) in other comprehensive loss (income)

$
5,071


$
267






$
(206
)

$
(16
)   Amounts Expected to be




PostRecognized in Net Periodic

Pension


RetirementPension Expense in 2009

Benefits


Benefits(Gain) loss recognition

$
472


$
(27
)Prior service cost recognition


17



24Total (before tax effect)

$
489


$
(3
)     Pension


Pension


Postretirement


PostretirementBenefits


Benefits


Benefits


Benefits2008


2007


2008


2007Discount rate


5.75
%


6.00
%


5.75
%


5.75
%Rate of compensation increase


N/A



N/A



N/A



N/A     Pension


Pension


PensionBenefits


Benefits


Benefits


Postretirement


Postretirement


Postretirement2008


2007


2006


Benefits 2008


Benefits 2007


Benefits 2006Discount rate


6.00
%


6.00
%


5.75
%


5.75
%


5.75
%


5.75
%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  48




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
            Plan Assets at December 31,Asset Category

2008


2007Equity Securities


33
%


48
%Debt Securities


30



26Cash and Cash Equivalents


31



22Insurance Contract


6



4Total


100
%


100
%         Pension


OtherBenefits


Benefits2009

$
585


$
262010


637



272011


693



272012


763



272013


813



27Years
    2014-2018


5,101



131  49




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  Multi-Employer
    Pension Plan 
    401(k)
    Savings Plan 
    Retirement
    Contribution Account 
    (7)
    Income
    Taxes    2008


2007


2006Current tax (benefit):Federal

$
(10
)

$



$
State and local


140



493



Foreign


583



(47
)


709Deferred taxes


(3,896
)


(1,227
)


(5,777
)Change in valuation allowance


3,803



1,218



5,462Total provision

$
620


$
437


$
394     2008


2007


2006Statutory income tax rate


35.0
%


35.0
%


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


(1.3
)


(7.8
)


3.9Permanent differences


(6.6
)


(18.0
)


(4.5
)Foreign income taxes


1.4



3.9



(2.0
)Valuation allowance


(33.5
)


(19.2
)


(31.0
)Other


(0.5
)


(0.8
)


(2.6
)Effective income tax rate


(5.5
)%


(6.9
)%


(2.2
)%  50




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007Deferred tax assets:Accounts receivable reserves

$
1,765


$
1,730Inventory reserves


1,781



1,898Goodwill and intangible assets


2,547



2,156Accrued liabilities


4,711



2,584Other long-term liabilities


1,714



2,270Net operating loss carryforwards


55,615



51,723Other


410



407Valuation allowance


(51,813
)


(48,010
)Total


16,730



14,758Deferred tax liabilities:Accelerated depreciation


(16,660
)


(14,495
)Note payable to seller of Safway






(286
)Total


(16,660
)


(14,781
)Net deferred taxes

$
70


$
(23
)       Accounting for Uncertainty in Income Taxes
 51




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    For The Year EndedDecember 31,2008


2007Balance at January 1

$
987


$
563Additions for new tax positions in current year






570Additions to existing tax positions from prior year


62



12Reductions in existing tax positions from prior year


(728
)


(170
)Reductions from expiration of statute


(5
)


Interest


3



Foreign currency translation


(34
)


12Balance at December 31

$
285


$
987       (8)
    Segment
    Reporting  non-U.S. affiliates
 52




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007


2006Product sales

$
399,929


$
398,404


$
388,100Rental revenue


57,454



59,671



62,769Used rental equipment sales


18,488



24,883



28,441Net sales


475,871



482,958



479,310Product cost of sales


281,929



292,946



296,351Rental cost of sales


32,145



33,295



36,845Used rental equipment cost of sales


2,507



4,951



7,706Cost of sales


316,581



331,192



340,902Product gross profit


118,000



105,458



91,749Rental gross profit


25,309



26,376



25,924Used rental equipment gross profit


15,981



19,932



20,735Gross profit

$
159,290


$
151,766


$
138,408Depreciation Expense:Product sales (Property, plant, and equipment)

$
6,624


$
5,657


$
5,041Rental Revenue (Rental equipment)


13,575



16,623



19,156Corporate


3,625



2,826



1,722Total depreciation

$
23,824


$
25,106


$
25,919   (9)  Commitments
    and Contingencies
  Operating
    Leases 
  month-to-month
    Year

Amount2009

$
10,4682010


9,4072011


8,2412012


7,4262013


6,527Thereafter


30,100Total

$
72,169    53




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  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 $
5,000General Liability

Up to $
500


Up to $
4,000   Severance
    Obligations 
    (10)
    Facility
    Closing and Severance    One-Time


FacilityTermination


ClosingBenefits


Costs


TotalBalance, January 1, 2008

$
77


$



$
77Facility closing and severance expenses


2,647



1,196



3,843Amounts paid


(769
)


(1,196
)


(1,965
)Balance, December 31, 2008

$
1,955


$



$
1,955      54




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (11)
    Related
    Party Transactions      (12)  Quarterly
    Financial Information (Unaudited)
  2008First


Second


Third


Fourth


FullQuarterly Operating Data

Quarter


Quarter


Quarter


Quarter


YearNet sales

$
95,379


$
141,037


$
135,775


$
103,680


$
475,871Gross profit


28,055



51,361



47,768



32,106



159,290Net income (loss)


(17,663
)(1)


8,461



6,366



(9,112
)


(11,948
)Net income (loss) per basic share


(0.95
)(1)


0.46



0.34



(0.49
)


(0.64
)Net income (loss) per diluted share


(0.95
)(1)


0.44



0.33



(0.49
)


(0.64
)   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
)     (1)
     55




---



##### Table of Contents



DAYTON
    SUPERIOR CORPORATION AND SUBSIDIARY
  Schedule II  Valuation and Qualifying
    Accounts
 Years
    Ended December 31, 2008, 2007, and 2006
  Additions


DeductionsBalance at


Charged





BalanceBeginning of


to Costs and





at End ofYear


Expenses


Write-Offs


Year(Amounts in thousands)Reserves for Doubtful Accounts andSales Returns and AllowancesFor the year ended December 31, 2008

$
4,447


$
4,657


$
(4,568
)

$
4,536For 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
)


5,430Valuation Allowance for Deferred Tax AssetsFor the year ended December 31, 2008

$
48,010


$
3,803


$



$
51,813For the year ended December 31, 2007


46,792



1,218







48,010For the year ended December 31, 2006


41,330



5,462







46,792  56




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  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
         57




---



##### Table of Contents



Changes
    in Internal Control over Financial Reporting
    Item 9B. 
    Other
    Information   58




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
    FIRM
     Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
        59




---



##### Table of Contents



Item 9A(T)
    Controls
    and Procedures.    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


1,428,505


$
6.35



115,701Equity compensation plans not approved by security holders










Total


1,428,505


$
6.35



115,701    
  Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence.   
  Item 14.
    Principal
    Accounting Fees and Services   60




---



##### Table of Contents



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.
 61




---



##### 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 31, 2009/s/  Edward
    J. PuisisEdward
    J. Puisis

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

March 31, 2009/s/  Thomas
    W. RoehrigThomas
    W. Roehrig

Vice President, Finance and Secretary (Principal Accounting
    Officer)

March 31, 2009/s/  Stephen
    BergerStephen
    Berger

Director

March 31, 2009/s/  Steven
    M. BerzinSteven
    M. Berzin

Director

March 31, 2009/s/  Joseph
    D. HinkelJoseph
    D. Hinkel

Director

March 31, 2009/s/  William
    F. HopkinsWilliam
    F. Hopkins

Director

March 31, 2009/s/  Sidney
    J. NurkinSidney
    J. Nurkin

Director

March 31, 2009/s/  Douglas
    RotatoriDouglas
    Rotatori

Director

March 31, 2009  62




---



##### 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]

 63




---



##### 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

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 10.2 to the Companys Current
    Report on
    Form 8-K
    filed March 7, 2008]

4.7.1

First Amendment to the Term Loan Credit Agreement, dated as of
    March 16, 2008, by and among Dayton Superior Corporation, the
    Lenders party thereto and General Electric Capital Corporation,
    as Administrative Agent and Collateral Agent.

**4.7.2

Second Amendment to the Term Loan Credit Agreement, dated as of
    March 16, 2009, by and among Dayton Superior Corporation,
    the Lenders party thereto and General Electric Capital
    Corporation, as Administrative Agent and Collateral Agent.
    [Incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K
    dated March 16, 2009]

4.7.3

Third Amendment to the Term Loan Credit Agreement, dated as of
    March 23, 2009, by and among Dayton Superior Corporation,
    the Lenders party thereto and General Electric Capital
    Corporation, as Administrative Agent and Collateral Agent.
    [Incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K
    dated March 23, 2009]

4.8

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 10.1 to the Companys Current
    Report on
    Form 8-K
    filed March 7, 2008]

4.8.1

First Amendment to the Revolving Credit Agreement, dated as of
    March 16, 2009, by and among Dayton Superior Corporation,
    the Lenders signatory thereto and General Electric Capital
    Corporation, as Administrative Agent and Collateral Agent.
    [Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    dated March 16, 2009]

4.8.2

Second Amendment to the Revolving Credit Agreement, dated as of
    March 23, 2009, by and among Dayton Superior Corporation,
    the Lenders signatory thereto and General Electric Capital
    Corporation, as Administrative Agent and Collateral Agent.
    [Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    dated March 23, 2009]

4.9

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.(10)Material Contracts10.1

Amended and Restated Employment Agreement effective as of
    November 24, 2008 between Edward J. Puisis and the Company.
    [Incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K
    dated December 1, 2008]

*10.2

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]

* 64




---



##### Table of Contents



Exhibit No.

Description10.2.1

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]

*10.3

Amended and Restated Employment Agreement effective as of
    November 24, 2008 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 December 1, 2008]

*10.4

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]

*10.4.1

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]

*10.4.2

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]

*10.4.3

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]

*10.4.4

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]

*10.4.5

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]

*10.4.6

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]

*10.4.7

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]

*10.4.8

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]

*10.4.9

Form of Incentive Stock Option Agreement entered into between
    the Company and certain of its executive officers. [Incorporated
    by reference to Exhibit 10.3 to the Companys Current
    Report on
    Form 8-K
    dated April 1, 2008]

*10.4.10

Form of Stock Option Agreement entered into between the Company
    and certain of its executive officers. [Incorporated by
    reference to Exhibit 10.3 to the Companys Current
    Report on
    Form 8-K
    dated December 1, 2008]

*10.5

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)]

*10.6

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)]

*10.7

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)]

*10.8

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)]

* 65