##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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, 2006ORo

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(State of
    incorporation)

31-0676346(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
 o o þ
  Rule 12b-2 o þ
    DOCUMENT
    INCORPORATED BY REFERENCE




---



Form 10-K,
 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 OperationsItem 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.Item 9A. Controls and Procedures.Item 9A(T) Controls and Procedures.Item 9B. Other InformationPart 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 SchedulesEX-3.1EX-3.2EX-23EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
  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
  sub-contractors.
   1




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##### 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:
  tilt-up
 2




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##### Table of Contents



Manufacturing
        Fleet
    Management
    Distribution
    Sales and
    Marketing
    Technical
    and Customer Service
  make-to-order
 3




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##### Table of Contents



Customers
  sub-contractors.
  Raw
    Materials
    Competition
    Trademarks
    and Patents
  ® ® ® ® ® ® ® ® ® ® ® ® ® ®
  Employees
    Seasonality
    Backlog
   4




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##### 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;
    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 5




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##### Table of Contents




    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 senior 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.
  We expect to incur additional facility closing expenses in
    2007 and 2008.
 6




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##### Table of Contents



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




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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.   8




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##### Table of Contents



Acquisitions that we may undertake involve a number of
    inherent risks, any of which could cause us not to realize the
    anticipated benefits.
  
    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




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##### 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; 10




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##### Table of Contents




    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 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.    Implementation of required public-company corporate
    governance and financial reporting practices and policies will
    increase our costs.
 
  Item 1B.
    Unresolved
    Staff Comments.   11




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##### Table of Contents



Item 2.
    Properties.    LeaseLeased/


Size


ExpirationLocation

Use

Owned


(Sq. Ft.)


DateBirmingham, Alabama

Manufacturing/Distribution


Leased



287,000


December 2021Elk Grove, Illinois

Manufacturing/Distribution


Leased



230,768


May 2022Kankakee, Illinois

Manufacturing/Distribution


Leased



172,954


December 2007Des Plaines, Illinois

Manufacturing/Distribution


Leased



171,650


April 2008Miamisburg, Ohio

Service/Distribution


Leased



156,600


September 2017Allentown, Pennsylvania

Service/Distribution


Leased



114,000


May 2015Reynosa, Mexico

Manufacturing/Distribution


Leased



110,000


July 2007Aurora, 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



86,000Fontana, California

Service/Distribution


Leased



70,000


April 2007Parker, Arizona

Manufacturing/Distribution


Leased



60,000


Month to MonthKansas City, Kansas

Manufacturing/Distribution


Leased



56,600


September 2015Fontana, California

Manufacturing/Distribution


Leased



56,000


July 2007Modesto, California

Manufacturing/Distribution


Leased



54,100


October 2007Grand Prairie, Texas

Service/Distribution


Leased



51,000


June 2010Toronto, Ontario

Manufacturing/Distribution


Leased



45,661


January 2010Kent, Washington

Service/Distribution


Leased



40,640


June 2007Oregon, Illinois

Service/Distribution


Owned



39,000Brandywine, Maryland

Service/Distribution


Leased



36,800


October 2010  
  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


56


President, Chief Executive Officer
    and DirectorPeter J. Astrauskas


56


Vice President, EngineeringJeffrey S. Dawley


43


Vice President, ManufacturingRaymond E. Bartholomae


60


Executive Vice President and
    President, SymonsEdward J. Puisis


46


Executive Vice President and Chief
    Financial OfficerThomas W. Roehrig


41


Vice President, Finance and
    SecretaryKeith M. Sholos


53


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

Low2006
    4th Quarter

$
11.74


$
10.58      14




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##### Table of Contents



Item 6.
    Selected
    Financial Data.    Year Ended December 31,2006


2005


2004


2003


2002($ in thousands)Statement of Operations
    Data:Net sales

$
479,310


$
418,983


$
418,639


$
379,457


$
400,046Cost of sales


340,902



320,399



311,335



278,345



273,462Gross profit


138,408



98,584



107,304



101,112



126,584Selling, general and
    administrative expenses


103,644



93,956



89,735



84,543



88,929Stock compensation expense


2,249















Facility closing and severance
    expenses(1)


423



1,712



2,036



2,294



5,399Amortization of intangibles and
    impairment of goodwill


560



64,570
(2)


989



944



603Loss (gain) on disposals of
    property, plant and equipment


(1,504
)


4,529



(248
)


(636
)


1,115Income (loss) from operations


33,036



(66,183
)


14,792



13,967



30,538Interest expense


49,983



48,133



47,207



40,186



34,039Interest income


113



(163
)


(559
)


(53
)


(72
)Loss on early extinguishment of
    long-term debt










842
(3)


2,480
(4)


Other (income) expense


555



(89
)


(134
)


20



80Loss before provision (benefit)
    for income taxes and cumulative effect of change in accounting
    principle


(17,615
)


(114,064
)


(32,564
)


(28,666
)


(3,509
)Provision (benefit) for income
    taxes


394



639



16,185
(5)


(11,030
)


(386
)Loss before cumulative effect of
    change in accounting principle


(18,009
)


(114,703
)


(48,749
)


(17,636
)


(3,123
)Cumulative effect of change in
    accounting principle, net of income tax benefit


















(17,140
)(6)Net loss

$
(18,009
)

$
(114,703
)

$
(48,749
)

$
(17,636
)

$
(20,263
) 15




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##### Table of Contents



Year Ended December 31,2006


2005


2004


2003


2002($ in thousands)Net loss per share:Basic

$
(1.76
)

$
(11.57
)

$
(4.91
)

$
(1.92
)

$
(2.34
)Diluted

$
(1.76
)

$
(11.57
)

$
(4.91
)

$
(1.92
)

$
(2.34
)Weighted average shares outstanding


10,224,765



9,916,425



9,932,872



9,194,577



8,670,414Other Financial Data:Depreciation and amortization

$
26,479


$
97,427
(2)

$
31,738


$
27,693


$
21,453Property, plant and equipment
    additions, net


13,216



5,140



4,586



6,935



9,267Rental equipment additions, net


(6,905
)


11,232



(7,739
)


(13,251
)


(17,230
)Balance Sheet Data (at period end):Working capital


81,355


$
63,584


$
93,623


$
70,029


$
65,751Goodwill and intangibles


48,705



48,668



114,828



120,117



115,733Total assets


321,635



281,520



394,763



396,195



373,971Long-term debt (including current
    portion)


322,450



369,254



379,735



345,547



299,536Stockholders deficit


(101,544
)


(171,337
)


(59,468
)


(10,416
)


(8,220
)     (1)
    
    From 2000 through 2006, we approved and implemented several
    plans to exit manufacturing and distribution facilities and
    reduce overall headcount to keep our cost structure aligned with
    our net sales. We describe the facility closing and severance
    expenses relating to these consolidation efforts in Note 11
    to the consolidated financial statements. During 2006, we
    initiated a plan to move our manufacturing and distribution
    operation from a leased facility in Des Plaines, Illinois to a
    newly leased facility in Elk Grove, Illinois. No expense was
    incurred during 2006 for this plan. The move is expected to
    begin in 2007 and be completed in the first quarter of 2008,
    following renovation of the new facility. We currently estimate
    that during 2007 and 2008, we will incur expenses and expend
    cash in the range of approximately $2.0 to $4.0 million in
    connection with the relocation, which will be expensed as
    incurred in accordance with SFAS No. 146.(2)
    
    In accordance with SFAS No. 142, we assess our
    goodwill recoverability annually. Prior to 2006, the
    Companys financial performance has 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 consistently sustain positive
    cash flow and its future ability to do so is 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.(3)
    
    In 2004, we established an $80.0 million senior secured
    revolving credit facility which was used to refinance our
    previous $50.0 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 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.(5)
    
    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.(6)
    
    We adopted SFAS No. 142 effective January 1,
    2002. As a result of adopting SFAS No. 142, we
    recorded a non-cash charge in 2002 of $17.1 million
    ($19.9 million of goodwill, less an income tax benefit of
    $2.8 million), which is reflected as a cumulative effect of
    change in accounting principle. This amount did not affect our
    ongoing operations. The goodwill arose from the acquisitions of
    businesses that manufactured and sold metal accessories used in
    masonry construction. The masonry products market had
    experienced weaker markets and significant price competition
    that had a negative impact on the product lines earnings
    and fair value. 16




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##### Table of Contents



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.
  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.      Results
    of Operations
    Years Ended December 31,2006


2005


2004Product sales


81.0
%


84.2
%


83.1
%Rental revenue


13.1



11.8



10.1Used rental equipment sales


5.9



4.0



6.8Net sales


100.0



100.0



100.0Product cost of sales


76.4



78.5



76.2Rental cost of sales


58.7



76.9



84.6Used rental equipment cost of sales


27.1



31.6



36.6Cost of sales


71.1



76.5



74.4Product gross profit


23.6



21.5



23.8Rental gross profit


41.3



23.1



15.4Used rental equipment gross profit


72.9



68.4



63.4Gross profit


28.9



23.5



25.6 17




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##### Table of Contents



Years Ended December 31,2006


2005


2004Selling, general and
    administrative expenses


21.6



22.4



21.4Stock compensation expense


0.5







Facility closing and severance
    expenses


0.1



0.4



0.5Amortization of intangibles and
    impairment of goodwill


0.1



15.4



0.2Loss (gain) on disposals of
    property, plant and equipment


(0.3
)


1.1



Income (loss) from operations


6.9



(15.8
)


3.5Interest expense


10.5



11.5



11.3Interest income






(0.1
)


(0.2
)Loss on early extinguishment of
    long-term debt










0.2Other expense


0.1







Loss before provision for income
    taxes


(3.7
)


(27.2
)


(7.8
)Provision for income taxes


0.1



0.2



3.8Net loss


(3.8
)%


(27.4
)%


(11.6
)%   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.
   18




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##### Table of Contents



Operating Expenses.
          Other Expenses.
  Loss Before Provision for Income Taxes.
  Provision for Income Taxes.
  Net Loss.
 19




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##### Table of Contents



Comparison
    of Years Ended December 31, 2005 and 2004
  Net Sales.
  Years Ended December 31,2005


2004Sales


%


Sales


%


% Change($ in thousands)Product sales

$
352,888



84.2
%

$
348,036



83.1
%


1.4
%Rental revenue


49,485



11.8



42,231



10.1



17.2Used rental equipment sales


16,610



4.0



28,372



6.8



(41.5
)Net sales

$
418,983



100.0
%

$
418,639



100.0
%


0.1
%         Gross Profit.
        Operating Expenses.
     20




---



##### Table of Contents



Other Expenses.
  Loss Before Income Taxes.
  Provision for Income Taxes.
  Net Loss.
  Liquidity
    and Capital Resources
      Years Ended December 31,2006


2005


2004($ in thousands)Capital expenditures:Additions to rental equipment fleet

$
21,535


$
27,842


$
20,633Additions to PP&E


13,237



6,687



5,423Proceeds from sales of used rental
    equipment


(28,440
)


(16,610
)


(28,372
)Proceeds from sales of PP&E


(21
)


(1,547
)


(837
)Net capital expenditures and fleet
    additions (proceeds)

$
6,311


$
16,372


$
(3,153
)      21




---



##### Table of Contents



2006


2005($ in millions)Net loss

$
(18.0
)

$
(114.7
)Adjustments to reconcile net loss
    to net cash used in operating activities


10.8



95.8Subtotal


(7.2
)


(18.9
)Changes in assets and liabilities


6.0



21.4Net cash provided by (used in)
    operating activities

$
(1.2
)

$
2.5          22




---



##### Table of Contents



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

$
165,000Debt discount on Senior Second
    Secured Notes


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


154,729Debt discount on Senior
    Subordinated Notes


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


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


1,063Capital lease obligations


2,326Total long-term debt


322,450Less current maturities


(2,551
)Long-term portion

$
319,899     
    a $26.8 million increase in cash and cash equivalents
    reflecting the proceeds from our initial public offering after
    the repayment of all outstanding revolving credit facility
    borrowings;
    a $9.2 million increase in accounts receivable due to the
    higher net sales in the fourth quarter of 2006 relative to
    fourth quarter of 2005;
    a $1.9 million decrease in the current portion of deferred
    gain on sale-leaseback, due to normal amortization of the gain;
    $1.8 million of changes in other items;    
    a $13.6 million increase in accounts payable due to higher
    purchasing activity, favorable payment terms, and
    $2.7 million of financing costs and common stock issuance
    costs;
    an $8.4 million increase in accrued liabilities due to
    higher expenses needed to support the higher net sales.  and/or
 23




---



##### Table of Contents



Commitments
    OtherLong-term


Interest


Capital


Operating


Long-TermYear

Debt


Payments


Leases


Leases


Liabilities


Total($ in thousands)2007

$
1,809


$
38,846


$
1,162


$
7,107


$
200


$
49,1242008


171,540



34,342



1,061



5,140



50



212,1332009


154,729



10,057



298



4,521







169,6052010










51



4,273







4,3242011














3,915







3,915Thereafter














29,800







29,800$
328,078


$
83,245


$
2,572


$
54,756


$
250


$
468,901   Seasonality
    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
 24




---



##### Table of Contents



Dayton SuperiorCanada Ltd.($ in thousands)Net income

$
1,143Provision for income taxes


394Income before provision for income
    taxes


1,537Interest income


(38
)Income from operations


1,499Depreciation expense


881Adjusted valuation EBITDA


2,380Multiple


9.3Estimated fair value

$
22,134      25




---



##### Table of Contents



Forward-Looking
    Statements
  Form 10-K Form 10-K, Form 10-Q, Form 8-K,
  Form 10-Q, Form 8-K
  Critical
    Accounting Policies
    Inventories
  first-in,
 26




---



##### Table of Contents



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;
    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.       27




---



##### Table of Contents



Income
    Taxes
    Insurance
    Reserves
    5-day
  A 1-percentage
    Pension
    Liabilities
      1 Percentage Point


1 Percentage PointIncrease


Decrease($ in thousands)Effect on 2006 net periodic
    pension cost

$
(240
)

$
296Effect on December 31, 2006
    pension benefit obligation


(1,918
)


2,415Effect on 2006 postretirement cost


(3
)


1Effect on December 31, 2006
    postretirement benefit obligation


(29
)


34    28




---



##### Table of Contents



1 Percentage Point


1 Percentage PointIncrease


Decrease($ in thousands)Effect on 2006 net periodic
    pension cost

$
(102
)

$
102   Common
    Stock Valuation
      
    the independent appraisal obtained within 90 days of the
    end of each fiscal year that we were required to obtain pursuant
    to the Management Stockholders Agreement;
    the amount of adjusted EBITDA (defined as 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) we generated;
    the implied multiple of adjusted EBITDA derived from the
    independent appraisal required by the Management
    Stockholders Agreement;
    the lack of liquidity of our capital stock as a private company;
    our historical operating results compared to budget;
    the amount of our outstanding indebtedness;
    any recent impairment charges;
    the level of activity in the nonresidential construction
    industry;
    our future prospects; and
    the likelihood of a future liquidity event.   29




---



##### Table of Contents



Revenue
    Recognition
    Recently
    Issued Accounting Pronouncements
   30




---



##### Table of Contents



Accounting for Stock-Based
    Compensation
  Accounting Changes and Error Corrections  a
    Replacement of APB Opinion No. 20 and FASB Statement
    No. 3.
  05-6, Determining the Amortization Period for Leasehold
    Improvements Purchased after Lease Inception or Acquired in a
    Business Combination. 05-6 05-6 05-6 05-6
  Accounting for Uncertainty in Income Taxes
  Fair Value Measurements.
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106, and 132(R).
 31




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.       32




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data. 
  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           Share Based
    Payment. Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans, an
    amendment of FASB Statements No. 87, 88, 106, and 132(R),
      33




---



##### Table of Contents



Dayton
    Superior Corporation and Subsidiary
  Consolidated
    Balance Sheets
 As of December 31
  2006


2005($ in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
26,813


$
Accounts receivable, net of
    reserves for doubtful accounts and sales returns and allowances
    of $5,430 and $5,435


71,548



62,326Inventories


58,396



57,372Prepaid expenses and other current
    assets


5,907



5,134Prepaid income taxes


320



546Total current assets


162,984



125,378Rental equipment, net of
    accumulated depreciation of $63,469 and $56,591


63,766



68,400Property, plant and equipmentLand and improvements


1,857



1,595Building and improvements


16,330



14,394Machinery and equipment


85,442



80,502103,629



96,491Less accumulated depreciation


(57,932
)


(58,327
)Net property, plant and equipment


45,697



38,164Goodwill


43,643



43,643Intangible assets, net of
    accumulated amortization


5,062



5,025Other assets


483



910Total assets

$
321,635


$
281,520LIABILITIES AND
    STOCKHOLDERS DEFICITCurrent liabilities:Current portion of long-term debt

$
2,551


$
2,864Current portion of deferred gain on
    sale-leaseback


1,635



3,530Accounts payable


40,883



27,267Accrued compensation and benefits


18,001



12,266Accrued interest


6,234



6,589Accrued freight


4,849



4,031Other accrued liabilities


7,476



5,247Total current liabilities


81,629



61,794Revolving credit facility






48,700Other long-term debt, net of
    current portion


319,899



317,690Deferred income taxes


11,354



11,406Deferred gain on sale-leaseback,
    net of current portion


4,073



5,199Other long-term liabilities


6,224



8,068Total liabilities


423,179



452,857Commitments and contingencies
    (Note 10)Common stock subject to put option,
    0 and 506,318 shares, net of related loans to stockholders
    of $0 and $350






Stockholders deficitCommon stock; $0.01 and no par
    value; 100,000,000 and 13,003,800 shares authorized;
    18,773,283 (754,475 unvested) and 10,139,650 shares issued;
    and 18,773,283 and 9,522,165 shares outstanding and not
    subject to put option


188



115,248Additional paid-in capital


201,602



Loans to stockholders


(2,268
)


(1,643
)Treasury stock, at cost, 0 and
    111,167 shares






(1,509
)Accumulated other comprehensive loss


(981
)


(1,357
)Accumulated deficit


(300,085
)


(282,076
)Total stockholders deficit


(101,544
)


(171,337
)Total liabilities and
    stockholders deficit

$
321,635


$
281,520    34




---



##### Table of Contents



Dayton
    Superior Corporation and Subsidiary
  Consolidated Statements of Operations
 Years Ended December 31
  2006


2005


2004($ and shares in thousands,except per share amounts)Product sales

$
388,100


$
352,888


$
348,036Rental revenue


62,769



49,485



42,231Used rental equipment sales


28,441



16,610



28,372Net sales


479,310



418,983



418,639Product cost of sales


296,351



277,107



265,228Rental cost of sales


36,845



38,038



35,719Used rental equipment cost of sales


7,706



5,254



10,388Cost of sales


340,902



320,399



311,335Product gross profit


91,749



75,781



82,808Rental gross profit


25,924



11,447



6,512Used rental equipment gross profit


20,735



11,356



17,984Gross profit


138,408



98,584



107,304Selling, general and
    administrative expenses


103,644



93,956



89,735Stock compensation expense


2,249







Facility closing and severance
    expenses


423



1,712



2,036Amortization of intangibles and
    impairment of goodwill


560



64,570



989Loss (gain) on disposals of
    property, plant and equipment


(1,504
)


4,529



(248
)Income (loss) from operations


33,036



(66,183
)


14,792Other expensesInterest expense


49,983



48,133



47,207Interest income


113



(163
)


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










842Other (income) expense


555



(89
)


(134
)Loss before provision for income
    taxes


(17,615
)


(114,064
)


(32,564
)Provision for income taxes


394



639



16,185Net loss

$
(18,009
)

$
(114,703
)

$
(48,749
)Basic net loss per common share

$
(1.76
)

$
(11.57
)

$
(4.91
)Average number of common shares
    outstanding


10,225



9,916



9,933Diluted net loss per common share

$
(1.76
)

$
(11.57
)

$
(4.91
)Average number of common shares
    and equivalents outstanding


10,225



9,916



9,933    35




---



##### Table of Contents



Dayton
    Superior Corporation and Subsidiary
  Consolidated
    Statements of Stockholders Deficit
 Years
    Ended December 31, 2006, 2005, and 2004
  Accumulated OtherComprehensive LossPensionCumulative


and OtherAdditional











Foreign


Post-Common Stock


Paid-in


Loans to


Treasury Stock


Currency


Retirement


AccumulatedShares


Amount


Capital


Stockholders


Shares


Amount


Translation


Benefits


Deficit


Total($ in thousands)Balance at January 1, 2004


9,436,158


$
110,637


$



$
(36
)


79,641


$
(1,184
)

$
116


$
(1,325
)

$
(118,624
)

$
(10,416
)Net loss


































(48,749
)


(48,749
)Foreign currency translation
    adjustment


























193











193Change in minimum pension liability
    (net of benefit for income taxes of $73)






























(121
)






(121
)Excess of redemption value of
    common stock subject to put over exercise price of stock options






(635
)






























(635
)Expiration of put options and
    reclassification of related loans to stockholders


52,314



541







(295
)






















246Change in redemption value of
    common stock subject to put






14































14Balances at December 31, 2004


9,488,472



110,557







(331
)


79,641



(1,184
)


309



(1,446
)


(167,373
)


(59,468
)Net loss


































(114,703
)


(114,703
)Foreign currency translation
    adjustment


























322











322Change in minimum pension liability
    (net of benefit for income taxes of $332)






























(542
)






(542
)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


9,522,165



115,248







(1,643
)


111,167



(1,509
)


631



(1,988
)


(282,076
)


(171,337
)Net loss


































(18,009
)


(18,009
)Foreign currency translation
    adjustment


























(55
)










(55
)Change in minimum pension liability
    (net of provision for income taxes of $278)






























455







455Adoption of SFAS 158, net of
    benefit for income taxes of $15






























(24
)






(24
)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


18,773,283


$
188


$
201,602


$
(2,268
)





$



$
576


$
(1,557
)

$
(300,085
)

$
(101,544
)    36




---



##### Table of Contents



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


2005


2004($ in thousands)Cash Flows From Operating
    Activities:Net loss

$
(18,009
)

$
(114,703
)

$
(48,749
)Adjustments to reconcile net loss
    to net cash provided by (used in) operating activities:Loss on the early extinguishment of
    long-term debt










842Depreciation


25,919



32,857



30,749Amortization of intangibles and
    impairment of goodwill


560



64,570



989Stock compensation expense


2,249







Deferred income taxes


(315
)


288



16,501Amortization of deferred financing
    costs and debt discount


5,680



5,572



5,087Amortization of deferred gain from
    sale-leaseback


(3,021
)


(2,462
)


Gain on sale of rental equipment


(20,735
)


(11,356
)


(17,984
)Loss (gain) on sale of property,
    plant, and equipment


435



6,362



(248
)Change in assets and liabilities:Accounts receivable


(9,222
)


5,705



(3,182
)Inventories


(1,024
)


2,017



(9,952
)Prepaid expenses and other assets


(813
)


5,734



(1,588
)Prepaid income taxes


226



(181
)


3,549Accounts payable


9,576



6,181



560Accrued liabilities and other
    long-term liabilities


7,336



1,877



(5,033
)Net cash provided by (used in)
    operating activities


(1,158
)


2,461



(28,459
)Cash Flows From Investing
    Activities:Property, plant and equipment
    additions


(13,237
)


(6,687
)


(5,423
)Proceeds from sale of property,
    plant, and equipment


21



1,547



837Rental equipment additions


(21,535
)


(27,842
)


(20,633
)Proceeds from sales of rental
    equipment


28,440



16,610



28,372Acquisitions










(245
)Net cash provided by (used in)
    investing activities


(6,311
)


(16,372
)


2,908Cash Flows From Financing
    Activities:Repayments of long-term debt,
    including revolving credit facility


(190,608
)


(148,490
)


(123,190
)Issuance of long-term debt,
    including revolving credit facility


139,028



134,375



153,579Financing costs incurred


(1,272
)


(3
)


(2,557
)Proceeds from sale/leaseback
    transaction






23,180



Issuance of common stock subject to
    put option






29



73Issuance of common stock, net of
    issuance costs


87,009







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






(6
)


(38
)Net change in loans to stockholders


180







Net cash provided by financing
    activities


34,337



9,085



27,867Effect of Exchange Rate Changes on
    Cash


(55
)


322



193Net increase (decrease) in cash and
    cash equivalents


26,813



(4,504
)


2,509Cash, beginning of year






4,504



1,995Cash and cash equivalents, end of
    year

$
26,813


$



$
4,504Supplemental Disclosures:Cash paid (refunded) for income
    taxes

$
341


$
398


$
(4,341
)Cash paid for interest


44,771



42,120



41,238Purchase of equipment on capital
    lease


917



430



481Property, plant and equipment and
    rental equipment additions in accounts payable


2,762



1,471



1,126Financing cost additions in
    accounts payable


736







Common share issuance costs in
    accounts payable


2,012







Reclassification of common stock
    due to expiration of put options






22



246Reclassification of common stock
    due to excess of redemption value of common stock subject to put
    over exercise price of stock options






6



635Reclassification of common stock
    due to repayment of stockholder loans through redemption of
    common stock






75



Reclassification of common stock
    due to change in redemption value of common stock subject to put
    option






2,963



14    37




---



##### Table of Contents



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


2005


2004($ in thousands)Net loss

$
(18,009
)

$
(114,703
)

$
(48,749
)Other comprehensive incomeForeign currency translation
    adjustment


(55
)


322



193Change in minimum pension
    liability, net of provision (benefit) for income taxes of $278,
    ($332), and ($73)


455



(542
)


(121
)Comprehensive loss

$
(17,609
)

$
(114,923
)

$
(48,677
)    38




---



##### Table of Contents



Notes to
    Consolidated Financial Statements
    December 31, 2006, 2005 and 2004
    ($ in thousands, except per share amounts)
  (1)  The
    Company
            (2)  Summary
    of Significant Accounting Policies
  Accounts
    Receivable Reserves
  and/or
  Inventories
  first-in,
 39




---



##### Table of Contents



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


December 31,2006


2005Raw materials

$
14,095


$
13,248Work in progress


2,282



2,813Finished goods


42,019



41,311Total Inventory

$
58,396


$
57,372   Rental
    Equipment
    Property,
    Plant and Equipment
  10-30 years 3-10 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; 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; 40




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
   
    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.          RentalRevenues/Sales ofProduct


Used RentalSales


Equipment


TotalBalance at January 1, 2005

$
96,292


$
11,351


$
107,643Impairment


(52,649
)


(11,351
)


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

$
43,643


$



$
43,643    41




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
     2006


2005Accumulated








AccumulatedGross


Amortization


Net


Gross


Amortization


NetDeferred financing costs

$
9,042


$
(5,027
)

$
4,015


$
7,034


$
(3,413
)

$
3,621Non-compete agreements


198



(171
)


27



1,647



(1,209
)


438License agreements


307



(84
)


223



80



(42
)


38Intellectual property


1,047



(250
)


797



1,047



(178
)


869Pension benefits














59







59Dealer network


33



(33
)






33



(33
)


$
10,627


$
(5,565
)

$
5,062


$
9,900


$
(4,875
)

$
5,025   Income
    Taxes
    Environmental
    Remediation Liabilities
  96-1,
  Common
    Stock Valuation
      
    the independent appraisal obtained within 90 days of the
    end of each fiscal year that was required to be obtained
    pursuant to the Management Stockholders Agreement;
    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; 42




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  gain (loss) from disposals of property, plant, and equipment;
    facility closing and severance expenses; and stock compensation
    expense) generated by the Company;  
    the implied multiple of adjusted EBITDA derived from the
    independent appraisal required by the Management
    Stockholders Agreement;
    the lack of liquidity for the Companys capital stock as a
    private company;
    the Companys historical operating results compared to
    budget;
    the amount of the Companys outstanding indebtedness;
    any recent impairment charges;
    the level of activity in the nonresidential construction
    industry;
    the Companys future prospects; and
    the likelihood of a future liquidity event.       43




---



##### 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
  Loss
    Per Share of Common Stock
   44




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
   Use of
    Estimates
    Fair
    Value of Financial Instruments
    Recent
    Accounting Pronouncements
    Accounting for Stock-Based
    Compensation
  Accounting Changes and Error Corrections  a
    Replacement of APB Opinion No. 20 and FASB Statement
    No. 3.
  05-6, Determining the Amortization Period for Leasehold
    Improvements Purchased after Lease Inception or Acquired in a
    Business Combination. 05-6 05-6 05-6
 45




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
  05-6
  Accounting for Uncertainty in Income Taxes
  Fair Value Measurements.
  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)
   (3)  Credit
    Arrangements
    December 31,


December 31,2006


2005Revolving credit facility,
    weighted average interest rate of 7.0% for 2005

$



$
48,700Senior Second Secured Notes,
    interest rate of 10.75%


165,000



165,000Debt discount on Senior
    Subordinated Notes


(3,208
)


(4,776
)Senior Subordinated Notes,
    interest rate of 13.0.%


154,729



154,729Debt discount on Senior Second
    Secured Notes


(4,746
)


(6,114
)Senior notes payable to seller in
    2003 acquisition, non-interest bearing, accreted at 6.0% to 14.5%


7,286



7,534Debentures previously held by
    Dayton Superior Capital Trust, interest rate of 9.1%, due on
    demand


1,063



1,068Capital lease obligations


2,326



2,930Payable to vendor on extended
    terms, non-interest bearing, accreted at 6.0%






183Total long-term debt


322,450



369,254Less current maturities


(2,551
)


(2,864
)Long-term portion

$
319,899


$
366,390     Long-term


CapitalYear

Debt


Leases


Total2007

$
1,809


$
1,162


$
2,9712008


171,540



1,061



172,6012009


154,729



298



155,0272010






51



51Long-Term Debt and Lease Payments


328,078



2,572



330,650Less: Debt Discount


(7,954
)






(7,954
)Less: Amounts Representing Interest






(246
)


(246
)$
320,124


$
2,326


$
322,450     3 4
 47




---



##### Table of Contents



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


December 31,


December 31,2006


2005


2004Average borrowing

$
69,784


$
63,564


$
54,539Maximum borrowing


83,200



77,500



72,425Weighted average interest rate


8.1
%


6.3
%


4.6
%             (4)  Common
    Stock Subject to Put Option
     48




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
      As of December 31, 2005Currently Redeemable


Not Redeemable


TotalNumbers of shares subject to put


47,286



85,090



373,942



506,318Redemption value per share

$
3.09
(a)

$
4.70
(a)

$
0.69
(a)Gross value of shares subject to
    put


146



400



259


$
805Loans to stockholders(b)














(2,107
)Net value of shares subject to put













$
(1,302
)     (a)
    
    The stock categorized as Currently Redeemable were
    the only stock currently redeemable under the Management
    Stockholders Agreement. The redemption values of $3.09 and
    $4.70 represented stock held by parties subject to the
    Management Stockholders Agreement whose employment was
    terminated by the Company during the second half of the year
    ended December 31, 2005. Pursuant to the terms of the
    Management Stockholders Agreement, the redemption value of
    the stock had been valued on a weighted average basis (based on
    the applicable date of termination) between the appraised value
    of the Companys stock at December 31, 2004 and the
    appraised value at December 31, 2005. The redemption value
    of $0.69 represents stock held by parties to the Management
    Stockholders Agreement who were not currently entitled to
    redemption rights under the Management Stockholders
    Agreement but who may have become entitled to such redemption
    rights in the future and was derived pursuant to the terms of
    the Management Stockholders Agreement in accordance with
    the an appraisal performed as of December 31, 2005.(b)
    
    The Company recorded the redemption value of outstanding stock
    subject to put option net of the outstanding amount of
    stockholder loans, as required by EITF D-98. A stockholder could
    not redeem stock subject to put option without repaying his
    corresponding loan (if any). Therefore, when the redemption
    value changed to an amount that resulted in the net value of the
    stock to be negative, the Company classified this net negative
    value as Loans to Stockholders, a reduction of
    Stockholders Deficit.  (5) Common
    Stock
  Stock
    Option Plan 
     49




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
      Accounting for Stock-Based
    Compensation
    2006

2004Risk-free interest rates

4.80%

2.62% - 3.24%Expected dividend yield

0.00%

0.00%Expected life

1 year

6 yearsExpected volatility

158.75%

7.04%       2005


2004Net loss, as reported

$
(114,703
)

$
(48,749
)Stock compensation expense, net of
    benefit for income taxes


(250
)


(247
)Pro forma net loss

$
(114,953
)

$
(48,996
)Pro forma net loss per basic and
    diluted share

$
(11.59
)

$
(4.93
)  50




---



##### 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, 2004


1,395,392


$
11.55



1,046,348


$
2.96


$
915Granted


172,084



11.93



172,084



2.03Vested










(63,294
)


3.09Exercised


(67,282
)


0.90











635Expired


(2,982
)


12.58



Forfeited


(16,994
)


12.61



(16,994
)


2.97Outstanding at December 31,
    2004


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



2.93Vested










(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


$
293     Outstanding


ExercisableWeighted


Weighted








WeightedAverage


Average


Aggregate





Average


AggregateExercise


Remaining


Intrinsic





Exercise


IntrinsicRange of Exercise Prices

Shares


Price


Life


Value


Shares


Price


Value$7.76 - $8.97


46,952


$
8.27



1.5


$
163



46,952


$
8.27


$
163$11.07 - $12.69


812,493



12.14



5.1



130



219,703



12.23



25859,445


$
11.93



4.4 years


$
293



266,655


$
11.53


$
188        51




---



##### 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


$
5.85     Treasury
    Stock and Loans to Stockholders 
      (6)  Retirement
    Plans
  Company-Sponsored
    Pension Plans 
        Effect ofEffect of


Adopting SFASPrior to


Adopting


158 - SymonsAdoption of


SFAS 158 -


PostretirementSFAS 158


Pension


Benefits


AdjustedIntangible assets

$
5,107


$
(45
)

$



$
5,062Total assets


321,680



(45
)






321,635Other long-term liabilities


6,230



28



(34
)


6,224Deferred income taxes


11,369



(28
)


13



11,354Total liabilities


423,200







(21
)


423,179Accumulated other comprehensive
    loss


(957
)


(45
)


21



(981
)Total stockholders deficit

$
(101,520
)

$
(45
)

$
21


$
(101,544
)  52




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
     Symons


SymonsPension


Pension


Postretirement


PostretirementBenefits


Benefits


Benefits


Benefits2006


2005


2006


2005Change in benefit
    obligationBenefit obligation at beginning of
    year

$
13,273


$
11,617


$
501


$
478Service cost


682



663







Interest cost


760



697



28



26Actuarial loss/(gain)


(407
)


705



1



(1
)Participant contributions










115



130Benefits paid


(388
)


(409
)


(106
)


(132
)Benefit obligation at end of year

$
13,920


$
13,273


$
539


$
501Change in plan assetsFair value of plan assets at
    beginning of year

$
9,990


$
9,008


$



$
Actual return on plan assets


1,036



460







Participant contribution










115



130Employer contribution


1,045



931



(9
)


2Benefits paid


(388
)


(409
)


(106
)


(132
)Fair value of plan assets at end
    of year

$
11,683


$
9,990


$



$
Funded status

$
(2,237
)

$
(3,283
)

$
(539
)

$
(501
)Unrecognized prior service cost


45



59



96



120Unrecognized net loss (gain)


2,497



3,269



(130
)


(141
)Net amount recognized

$
305


$
45


$
(573
)

$
(522
)Amounts recognized in the
    statement of financial position consist of:Intangible asset

$



$
59


$



$
Current liability










(43
)


Long-term liability


(2,237
)


(3,215
)


(496
)


(522
)Accumulated other comprehensive
    loss


2,542



3,201



(34
)


Net amount recognized

$
305


$
45


$
(573
)

$
(522
)Components of accumulated other
    comprehensive loss:Net actuarial loss (gain)

$
2,497


$
3,201


$
(130
)

$
Prior service cost


45







96



Accumulated other comprehensive
    loss

$
2,542


$
3,201


$
(34
)

$
Components of net periodic
    benefit costService cost

$
682


$
663


$



$
Interest cost


760



697



27



26Expected return on plan assets


(816
)


(729
)






Amortization of actuarial loss


145



129



(10
)


(10
)Amortization of prior service cost


14



14



24



24Net cost

$
785


$
774


$
41


$
40Additional
    InformationIncrease (decrease) in other
    comprehensive loss

$
(659
)

$
874


$
(34
)

$
Portion of accumulated other
    comprehensive loss expected to be recognized as a component of
    net cost in 2007


86







16  53




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    Symons


SymonsPension


Pension


Postretirement


PostretirementBenefits


Benefits


Benefits


Benefits2006


2005


2006


2005Discount rate


6.00
%


5.75
%


5.75
%


5.75
%Rate of compensation increase


N/A



N/A



N/A



N/A     Symons


Symons


SymonsPension


Pension


Pension


Postretirement


Postretirement


PostretirementBenefits


Benefits


Benefits


Benefits


Benefits


Benefits2006


2005


2004


2006


2005


2004Discount rate


5.75
%


5.75
%


6.00
%


5.75
%


6.00
%


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     1 Percentage Point


1 Percentage PointIncrease


DecreaseEffect on 2006 net periodic
    pension cost

$
(240
)

$
296Effect on December 31, 2006
    pension benefit obligation


(1,918
)


2,415Effect on 2006 postretirement cost


(3
)


1Effect on December 31, 2006
    postretirement benefit obligation


(29
)


34       1 Percentage Point


1 Percentage PointIncrease


DecreaseEffect on 2006 net periodic
    pension cost

$
(102
)

$
102      54




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
     December 31,2007


2006Health care cost trend rate
    assumed for next year


12.0
%


12.5
%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 2006 postretirement cost

$
1


$
(1
)Effect on the postretirement
    benefit obligation


13



(12
)     Plan Assets at December 31,Asset Category

2006


2005Equity Securities


52
%


52
%Debt Securities


27



30Cash and Cash Equivalents


16



12Insurance Contract


5



6Total


100
%


100
%       Pension


OtherBenefits


Benefits2007

$
427


$
432008


467



442009


490



462010


535



472011


591



38Years
    2012-2016


4,157



183   Multi-Employer
    Pension Plan 
   55




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
   401(k)
    Savings Plan 
    Retirement
    Contribution Account 
    (8)  Income
    Taxes
    2006


2005


2004Currently payable (receivable):Federal

$



$



$
(239
)State and local










(19
)Foreign


709



351



(58
)Deferred (future tax benefit)


(5,777
)


(23,709
)


(12,154
)Change in valuation allowance


5,462



23,997



28,655Total provision

$
394


$
639


$
16,185     2006


2005


2004Statutory income tax rate


34.0
%


34.0
%


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


3.9



4.1



3.7Nondeductible goodwill impairment
    and other permanent differences


(4.5
)


(17.8
)


(0.8
)Foreign income taxes


(2.0
)






1.4Valuation allowance


(31.0
)


(20.9
)


(88.0
)Other


(2.6
)






Effective income tax rate


(2.2
)%


(0.6
)%


(49.7
)%  56




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    2006


2005Deferred tax assets:Accounts receivable reserves

$
2,055


$
2,058Inventory reserves


1,387



1,286Goodwill and intangible assets


2,617



3,057Deferred gain on sale-leaseback


2,161



3,348Accrued liabilities


3,404



4,356Other long-term liabilities


1,402



1,956Net operating loss carryforwards


47,675



40,176Other


259



143Valuation allowance


(58,114
)


(52,652
)Total


2,846



3,728Deferred tax liabilities:Accelerated depreciation


(13,641
)


(14,310
)Note payable to seller of Safway


(559
)


(824
)Total


(14,200
)


(15,134
)Net deferred taxes

$
(11,354
)

$
(11,406
)       (9)  Segment
    Reporting
  non-U.S. affiliates
 57




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
     2006


2005


2004Product sales

$
388,100


$
352,888


$
348,036Rental revenue


62,769



49,485



42,231Used rental equipment sales


28,441



16,610



28,372Net sales


479,310



418,983



418,639Product cost of sales


296,351



277,107



265,228Rental cost of sales


36,845



38,038



35,719Used rental equipment cost of sales


7,706



5,254



10,388Cost of sales


340,902



320,399



311,335Product gross profit


91,749



75,781



82,808Rental gross profit


25,924



11,447



6,512Used rental equipment gross profit


20,735



11,356



17,984Gross profit

$
138,408


$
98,584


$
107,304Depreciation Expense:Product sales (Property, plant,
    and equipment)

$
5,041


$
6,302


$
5,471Rental Revenue (Rental equipment)


19,156



24,474



22,654Corporate


1,722



2,081



2,624Total depreciation

$
25,919


$
32,857


$
30,749   (10)  Commitments
    and Contingencies
  Operating
    Leases 
  month-to-month
    Year

Amount2007

$
7,1072008


5,1402009


4,5212010


4,2732011


3,915Thereafter


29,800Total

$
54,756    58




---



##### 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 $
5,680Product and General Liability


Up to 500



Up to  4,000   Severance
    Obligations 
    (11)  Facility
    Closing and Severance Expenses
    Involuntary


Lease





Other Post-Termination


Termination


Relocation of


ClosingBenefits


Costs


Operations


Costs


TotalBalance, January 1, 2004

$



$



$



$



$
Facility closing and severance
    expenses


63



1







61



125Items charged against reserve


(63
)


(1
)






(61
)


(125
)Balance, December 31, 2004

$



$



$



$



$
  59




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    Involuntary


Lease





Other Post-Termination


Termination


Relocation of


ClosingBenefits


Costs


Operations


Costs


TotalFacility closing and severance
    expenses

$
611


$
307


$
595


$
398


$
1,911Items charged against reserve


(611
)


(187
)


(595
)


(398
)


(1,791
)Balance, December 31, 2004






120











120Facility closing and severance
    expenses


105



264



5



157



531Items charged against reserve


(105
)


(339
)


(5
)


(157
)


(606
)Balance, December 31, 2005






45











45Facility closing and severance
    expenses






78







44



122Items charged against reserve






(123
)






(44
)


(167
)Balance, December 31, 2006

$



$



$



$



$
     Involuntary


Lease





Other Post-Termination


Termination


Relocation of


ClosingBenefits


Costs


Operations


Costs


TotalFacility closing and severance
    expenses

$
642


$



$
539


$



$
1,181Items charged against reserve


(225
)






(101
)






(326
)Balance, December 31, 2005


417







438







855Facility closing and severance
    expenses






247



(186
)


23



84Items charged against reserve


(417
)


(247
)


(252
)


(23
)


(939
)Balance, December 31, 2006

$



$



$



$



$
     Involuntary


Lease





Other Post-Termination


Termination


Relocation of


ClosingBenefits


Costs


Operations


Costs


TotalFacility closing and severance
    expenses

$
217


$



$



$



$
217Items charged against reserve


(211
)














(211
)Balance, December 31, 2006

$
6


$



$



$



$
6    60




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
      (12)  Sale-Leaseback
    Transactions
        (13)  Related
    Party Transactions
    (14)  Quarterly
    Financial Information (Unaudited)
  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 and
    diluted share


(0.91
)


0.15



(0.03
)


(0.91
)


(1.76
)   2005First


Second


Third


Fourth


FullQuarterly Operating Data

Quarter


Quarter


Quarter


Quarter


YearNet sales

$
85,782


$
117,704


$
114,071


$
101,426


$
418,983Gross profit


20,909



28,852



28,189



20,634



98,584Net loss


(14,689
)


(5,598
)


(6,657
)


(87,759
)


(114,703
)Net loss per basic and diluted
    share


(1.48
)


(0.56
)


(0.67
)


(8.85
)


(11.57
)    61




---



##### Table of Contents



DAYTON
    SUPERIOR CORPORATION AND SUBSIDIARY
  Schedule II 
    Valuation and Qualifying Accounts
 Years
    Ended December 31, 2006, 2005 and 2004
  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, 2006

$
5,435


$
3,712


$



$
(3,717
)

$
5,430For the year ended
    December 31, 2005


5,375



3,956







(3,896
)


5,435For the year ended
    December 31, 2004


4,939



3,796







(3,360
)


5,375Net Realizable Value Reserve for
    InventoryFor the year ended
    December 31, 2006

$
4,062


$
474


$



$
(841
)

$
3,695For the year ended
    December 31, 2005


2,171



2,944







(1,053
)


4,062For the year ended
    December 31, 2004


1,897



1,224







(950
)


2,171Valuation Allowance for Deferred
    Tax AssetsFor the year ended
    December 31, 2006

$
52,652


$
5,462


$



$



$
58,114For the year ended
    December 31, 2005


28,655



23,997











52,652For the year ended
    December 31, 2004






28,655











28,655  62




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.   
  Item 9A.
    Controls
    and Procedures.    Rule 13a-15(b),
    Form 10-K
 
  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   63




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management, and
    Related Stockholder Matters   
  Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence.   
  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.
 64




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##### 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 30, 2007/s/  Edward
    J. PuisisEdward
    J. Puisis

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

March 30, 2007/s/  Thomas
    W. RoehrigThomas
    W. Roehrig

Vice President, Finance and
    Secretary (Principal Accounting Officer)

March 30, 2007/s/  Stephen
    BergerStephen
    Berger

Director

March 30, 2007/s/  Steven
    M. BerzinSteven
    M. Berzin

Director

March 30, 2007/s/  William
    F. HopkinsWilliam
    F. Hopkins

Director

March 30, 2007/s/  Sidney
    J. NurkinSidney
    J. Nurkin

Director

March 30, 2007/s/  Douglas
    RotatoriDouglas
    Rotatori

Director

March 30, 2007  65




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##### Table of Contents



Index
    of Exhibits
  Exhibit No.



Description(2)Plan of Acquisition,
    Reorganization, Arrangement, Liquidation, or
    Succession2.1

Agreement and Plan of Merger,
    dated December 11, 2006, between Dayton Superior Delaware
    Corporation and Dayton Superior Corporation [Incorporated by
    reference to Exhibit 2.0 to the Companys Registration
    Statement on
    Form S-1
    (Reg.
    No. 333-137785)]

(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 US 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)]

 66




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##### Table of Contents



Exhibit No.



Description4.5

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]

4.6

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

Credit Agreement among the
    Company, the other persons designated as Credit Parties, General
    Electric Capital Corporation, as Agent, L/C Issuer and a Lender,
    the other Lenders and GECC Capital Markets Group, Inc., as Lead
    Arranger, dated January 30, 2004 [Incorporated by reference
    to Exhibit 4.7 to the Companys Registration Statement
    on
    Form S-4
    (Reg.
    333-107071)]

4.11.1

Amendment One dated as of
    June 30, 2004 among the Company, General Electric Capital
    Corporation, and GMAC Commercial Finance LLC [Incorporated by
    reference to Exhibit 4.12.1 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2004]

4.11.2

Amendment Two dated as of
    February 23, 2005 among the Company, General Electric
    Capital Corporation, and GMAC Commercial Finance LLC
    [Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    dated February 25, 2005]

4.11.3

Amendment Three dated as of
    September 29, 2006 among the Company, General Electric
    Capital Corporation, and GMAC Commercial Finance LLC
    [Incorporated by reference to Exhibit 4.1 to the
    Companys Current Report on
    Form 8-K
    dated September 29, 2006]

4.11.4

Amendment Four dated as of
    December 1, 2006 among the Company, General Electric
    Capital Corporation, and GMAC Commercial Finance LLC
    [Incorporated by reference to Exhibit 4.12.4 to the
    Companys Registration Statement on
    Form S-1
    (Reg.
    No. 333-137785)]

4.11.5

Joinder, Consent and Amendment
    No. Five dated as of December 14, 2006, among the
    Company, General Electric Capital Corporation, and GMAC
    Commercial Finance LLC. [Incorporated by reference to
    Exhibit 4.12.5 to the Companys Registration Statement
    on
    Form S-1
    (Reg.
    No. 333-137785)]

4.12

Security Agreement among the
    Company, certain former subsidiaries of the Company and General
    Electric Capital Corporation, as Agent, dated January 30,
    2004 [Incorporated by reference to Exhibit 4.8 to the
    Companys Registration Statement on
    Form S-4
    (Reg.
    333-107071)]

 67




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##### Table of Contents



Exhibit No.



Description4.13

Pledge Agreement among the
    Company, Trevecca Holdings, Inc. and General Electric Capital
    Corporation, as Agent, dated January 30, 2004 [Incorporated
    by reference to Exhibit 4.9 to the Companys
    Registration Statement on
    Form S-4
    (Reg. 333-107071)]

4.14

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)](10)Material Contracts10.1

2007 Executive Incentive Plan
    [Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed February 13, 2007]

*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]

*10.3.1

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

Management Stockholders
    Agreement dated June 16, 2000 by and among the Company,
    Odyssey Investment Partners Fund, LP and the Management
    Stockholders named therein [Incorporated by reference to
    Exhibit 10.25 to the Companys Registration Statement
    on
    Form S-4
    (Reg.
    333-41392)]

*10.6

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]

*10.6.1

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]

*10.6.2

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]

*10.6.3

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]

*10.6.4

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]

* 68




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##### Table of Contents



Exhibit No.



Description10.6.5

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]

*10.6.6

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]

*10.7

Agreement of Sale dated
    April 21, 2005 between the Company and International
    Airport Centers LLC [Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    dated April 27, 2005]

10.7.1

Addendum to Agreement of Sale
    dated April 21, 2005 between the Company and International
    Airport Centers LLC [Incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    dated April 27, 2005]

10.7.2

Lease dated April 21, 2005
    between IAC Chicago LLC and the Company [Incorporated by
    reference to Exhibit 10.3 to the Companys Current
    Report on
    Form 8-K
    dated April 27, 2005]

*10.8

Real Estate Purchase and Sale
    Agreement dated as of August 2, 2005 between the Company
    and STAG Capital Partners, LLC [Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    dated October 18, 2005]

*10.8.1

First Amendment to Real Estate
    Purchase and Sale Agreement dated as of August 31, 2005
    between the Company and STAG Capital Partners, LLC [Incorporated
    by reference to Exhibit 10.1.1 to the Companys
    Current Report on
    Form 8-K
    dated April 27, 2005]

10.8.2

Second Amendment to Real Estate
    Purchase and Sale Agreement dated as of September 30, 2005
    between the Company and STAG Capital Partners, LLC [Incorporated
    by reference to Exhibit 10.1.2 to the Companys
    Current Report on
    Form 8-K
    dated April 27, 2005]

10.8.3

Lease dated October 12, 2005
    between STAG II Parsons, LLC and the Company [Incorporated by
    reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K
    dated April 27, 2005]

10.8.4

Lease dated October 12, 2005
    between STAG II Kansas City, LLC and the Company [Incorporated
    by reference to Exhibit 10.3 to the Companys Current
    Report on
    Form 8-K
    dated April 27, 2005]

10.8.5

Lease dated October 12, 2005
    between STAG II Aurora, LLC and the Company [Incorporated by
    reference to Exhibit 10.4 to the Companys Current
    Report on
    Form 8-K
    dated April 27, 2005]

10.8.6

Lease dated October 12, 2005
    between STAG II Miamisburg, LLC and the Company [Incorporated by
    reference to Exhibit 10.5 to the Companys Current
    Report on
    Form 8-K
    dated April 27, 2005]

10.9

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)]

*10.10

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)]

*10.11

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)]

*10.12

Repayment and Stock Pledge
    Agreement dated March 30, 2001, between the Company and
    John A. Ciccarelli. [Incorporated by reference to
    Exhibit 10.13 to the Companys Registration Statement
    on
    Form S-1
    (Reg.
    No. 333-137785)]

*10.13

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

* 69




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##### Table of Contents



Exhibit No.



Description10.14

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

*10.15

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)]

*10.16

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)]

*(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 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, Independent Registered Public Accounting Firm

**(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