<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED                                     COMMISSION FILE NUMBER
   June 28, 2002                                                 1-11781

                           DAYTON SUPERIOR CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             OHIO                                         31-0676346
--------------------------------------------------------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
Incorporation or organization)                         Identification No.)

7777 Washington Village Dr., Suite 130
          Dayton, Ohio                                       45459
----------------------------------------          ------------------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code: 937-428-6360

                                 NOT APPLICABLE
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed from last report)

Indicate by mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.

                                            YES     X         NO
                                                ---------       ---------

____________ Common Shares were outstanding as of August 9, 2002
<PAGE>
PART I. -- FINANCIAL INFORMATION
ITEM 1  -- FINANCIAL STATEMENTS

                  Dayton Superior Corporation and Subsidiaries
                    Condensed Consolidated Balance Sheets
                  As of June 28, 2002 and December 31, 2001
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                          (Unaudited)
                                                                                           June 28,          December 31,
                                                                                             2002               2001
                                                                                        ---------------   -----------------
                                     ASSETS
Current assets:
<S>                                                                                     <C>               <C>
   Cash                                                                                    $   4,597          $   4,989
   Accounts receivable, net of allowances for doubtful accounts and sales
     returns and allowances of $6,655 and $7,423                                              70,338             51,628
   Inventories (Note 3)                                                                       55,360             47,900
   Prepaid expenses and other current assets                                                   7,082              9,637
   Prepaid income taxes                                                                        1,959              1,225
   Future income tax benefits                                                                  7,316              7,962
                                                                                        ---------------   -----------------
       Total current assets                                                                  146,652            123,341
                                                                                        ---------------   -----------------
Rental equipment, net (Note 3)                                                                67,345             71,323
                                                                                        ---------------   -----------------
Property, plant and equipment                                                                103,075            100,052
   Less accumulated depreciation                                                             (42,157)           (39,931)
                                                                                        ---------------   -----------------
       Net property, plant and equipment                                                      60,918             60,121
                                                                                        ---------------   -----------------
Goodwill and intangible assets, net of accumulated amortization (Note 3)                     117,006            136,626
Other assets                                                                                   4,268              5,432
                                                                                        ---------------   -----------------
           Total assets                                                                    $ 396,189          $ 396,843
                                                                                        ---------------   -----------------
        LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
   Current maturities of long-term debt (Note 4)                                           $   5,485          $   5,001
   Accounts payable                                                                           32,311             27,340
   Accrued compensation                                                                       14,465             19,935
   Other accrued liabilities                                                                  10,872             14,122
                                                                                        ---------------   -----------------
       Total current liabilities                                                              63,133             66,398

Long-term debt, net (Note 4)                                                                 311,161            286,945
Deferred income taxes                                                                         10,167             13,365
Other long-term liabilities                                                                   12,158             13,414
                                                                                        ---------------   -----------------
       Total liabilities                                                                     396,619            380,122
                                                                                        ---------------   -----------------
Shareholders' equity (deficit):
  Common shares                                                                              102,083            102,044
  Loans to shareholders                                                                       (2,945)            (3,030)
  Treasury shares, at cost, 33,697 and 29,288 shares in 2002 and 2001, respectively           (1,167)              (979)
  Cumulative other comprehensive loss                                                           (416)              (589)
  Accumulated deficit                                                                        (97,985)           (80,725)
                                                                                        ---------------   -----------------
       Total shareholders' equity (deficit)                                                     (430)            16,721
                                                                                        ---------------   -----------------
       Total liabilities and shareholders' equity (deficit)                               $  396,189          $ 396,843
                                                                                        ===============   =================
</TABLE>

         The accompanying notes to consolidated financial statements are an
             integral part of these consolidated balance sheets.

                                        2
<PAGE>
                  Dayton Superior Corporation and Subsidiaries
                  Condensed Consolidated Statements of Operations
    For The Three and Six Fiscal Months Ended June 28, 2002 and June 29, 2001
                             (Amounts in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      Three Fiscal Months Ended       Six Fiscal Months Ended
                                                                    -----------------------------   ------------------------------
                                                                      June 28,         June 29,        June 28,         June 29,
                                                                        2002             2001            2002             2001
                                                                    ------------     ------------   -------------    -------------
<S>                                                                 <C>              <C>            <C>              <C>
Net sales                                                            $ 106,506        $ 111,064      $  185,008       $  194,421

Cost of sales                                                           69,919           69,610         121,904          125,950
                                                                    ------------     ------------   -------------    -------------
   Gross profit                                                         36,587           41,454          63,104           68,471

Selling, general and administrative expenses                            22,788           25,756          46,016           51,786

Facility closing and severance expenses (Note 7)                           453            3,320             574            3,320

Amortization of goodwill and intangibles                                    78            1,054             151            1,991
                                                                    ------------     ------------   -------------    -------------
   Income from operations                                               13,268           11,324          16,363           11,374

Other expenses
   Interest expense                                                      8,407            8,959          16,413           17,744
   Other expense, net                                                       45               (6)            150                4
                                                                    ------------     ------------   -------------    -------------
   Income (loss) before provision (benefit) for income
     taxes                                                               4,816            2,371            (200)          (6,374)

Provision (benefit) for income taxes                                     1,926            1,126             (80)          (3,028)
                                                                    ------------     ------------   -------------    -------------
Net income (loss) before cumulative effect of change in
  accounting principle                                                   2,890            1,245            (120)          (3,346)

Cumulative effect of change in accounting principle, net of
   income tax benefit of $2,754 (Note 3)                                   -                -           (17,140)             -
                                                                    ------------     ------------   -------------    -------------
   Net income (loss)                                                 $   2,890        $   1,245      $  (17,260)       $  (3,346)
                                                                    ------------     ------------   -------------    -------------
</TABLE>

   The               accompanying notes to consolidated financial statements are
                     an integral part of these consolidated statements.

                                        3
<PAGE>
                  Dayton Superior Corporation and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
         For The Six Fiscal Months Ended June 28, 2002 and June 29, 2001
                             (Amounts in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          June 28,         June 29,
                                                                                            2002             2001
                                                                                     ----------------  ----------------
<S>                                                                                  <C>               <C>
Cash Flows From Operating Activities:
   Net loss                                                                           $     (17,260)    $      (3,346)
   Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation                                                                            10,004            10,035
     Amortization of goodwill and intangibles                                                   151             1,991
     Cumulative effect of change in accounting principle (Note 3)                            17,140              -
     Deferred income taxes                                                                      202            (1,148)
     Amortization of deferred financing costs and debt discount                               1,150             1,066
     Gain on sales of rental equipment and property, plant and equipment                     (7,959)           (4,950)
   Changes in assets and liabilities, net of effects of acquisitions:
      Accounts receivable                                                                   (18,711)          (14,273)
      Inventories                                                                            (7,460)           (4,045)
      Accounts payable                                                                        4,971             6,283
      Accrued liabilities and other long-term liabilities                                   (10,237)           (2,386)
      Other, net                                                                              2,474              (907)
                                                                                     ----------------  ----------------
           Net cash used in operating activities                                            (25,535)          (11,680)
                                                                                     ----------------  ----------------
Cash Flows From Investing Activities:
   Property, plant and equipment additions                                                   (6,518)           (4,383)
   Proceeds from sales of fixed assets                                                        1,888              -
   Rental equipment additions                                                                (6,022)          (10,312)
   Proceeds from sales of rental equipment                                                   11,426             7,908
   Acquisitions (Note 2)                                                                       -              (40,163)
                                                                                     ----------------  ----------------
           Net cash provided by (used in) investing activities                                  774           (46,950)
                                                                                     ----------------  ----------------
Cash Flows From Financing Activities:
   Repayments of long-term debt                                                              (1,686)          (30,024)
   Issuance of long-term debt                                                                25,944            85,925
   Purchase of treasury shares                                                                 (188)             (734)
   Repayment of loans to shareholders                                                            85              -
   Issuance of common shares, net of issuance costs                                              39             5,371
   Financing costs incurred                                                                    -                 (741)
                                                                                     ----------------  ----------------
           Net cash provided by financing activities                                         24,194            59,797
                                                                                     ----------------  ----------------
Effect of Exchange Rate Changes on Cash                                                          175              (60)
                                                                                     ----------------  ----------------
           Net increase (decrease) in cash                                                     (392)            1,107

Cash, beginning of period                                                                     4,989             1,782
                                                                                     ----------------  ----------------
Cash, end of period                                                                   $       4,597     $       2,889
                                                                                     ================  ================
Supplemental Disclosures:
   Cash paid (refunded) for income taxes, net                                         $         355     $      (3,351)
   Cash paid for interest                                                                    15,557            16,486
   Issuance of common shares in conjunction with acquisition                                  -                 2,842
   Issuance of common shares and loans to shareholders                                        -                   309
</TABLE>

         The   accompanying notes to consolidated financial statements are an
               integral part of these consolidated statements.

                                        4
<PAGE>
                 Dayton Superior Corporation and Subsidiaries
        Condensed Consolidated Statements of Comprehensive Income (Loss)
    For The Three and Six Fiscal Months Ended June 28, 2002 and June 29, 2001
                             (Amounts in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Three Fiscal Months                    Six Fiscal Months
                                                                         Ended                                  Ended
                                                            -------------------------------        -----------------------------
                                                               June 28,          June 29,             June 28,        June 29,
                                                                 2002             2001                  2002            2001
                                                            -------------   ---------------        -------------  --------------
<S>                                                         <C>             <C>                    <C>            <C>
Net income (loss)                                                 $2,890           $1,245             $(17,260)        $(3,346)
Other comprehensive income (loss):
     Foreign currency translation adjustment                         128               55                  175             (60)
                                                            -------------   ---------------        -------------  --------------
Comprehensive income (loss)                                       $3,018           $1,300             $(17,085)        $(3,406)
                                                            =============   ===============        =============  ==============
</TABLE>

       The accompanying notes to consolidated financial statements are an
               integral part of these consolidated statements.

                                        5
<PAGE>
                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         JUNE 28, 2002 AND JUNE 29, 2001
           (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                   (UNAUDITED)

(1)  CONSOLIDATED FINANCIAL STATEMENTS

     The interim consolidated financial statements included herein have been
     prepared by the Company, without audit, and include, in the opinion of
     management, all adjustments necessary to state fairly the information set
     forth therein. Any such adjustments were of a normal recurring nature.
     Certain information and footnote disclosures normally included in financial
     statements prepared in accordance with accounting principles generally
     accepted in the United States have been omitted, although the Company
     believes that the disclosures are adequate to make the information
     presented not misleading. It is suggested that these unaudited consolidated
     financial statements be read in conjunction with the consolidated financial
     statements and the notes thereto included in the Company's annual financial
     statements for the year ended December 31, 2001.

(2) ACQUISITIONS

    (a) AnconCCL Inc.--On June 19, 2001, the Company acquired the stock of
        AnconCCL Inc., dba BarLock ("BarLock"), for approximately $9,900 in
        cash, including acquisition costs. The payment was funded through the
        Company's credit facility. The business is being operated as part of the
        Company's concrete accessories business.

        The acquisition has been accounted for as a purchase, and the results of
        BarLock have been included in the accompanying financial statements
        since the date of acquisition. The purchase price has been allocated
        based on the fair values of the assets acquired (approximately $10,800,
        including goodwill of $7,100) and liabilities assumed (approximately
        $900). Pro forma financial information is not required as this was not a
        significant acquisition.

    (b) Aztec Concrete Accessories, Inc.--On January 4, 2001, the Company
        acquired the stock of Aztec Concrete Accessories, Inc. ("Aztec") for
        approximately $32,800, including acquisition costs. The payment of the
        purchase price consisted of cash of approximately $29,900 and 105,263
        common shares valued at approximately $2,900. The cash portion was
        funded through the issuance of 189,629 common shares valued at
        approximately $5,100 to Odyssey Investment Partners, LLC ("Odyssey"),
        and an increase of approximately $24,800 to the credit facility. The
        business is being operated as part of the Company's concrete accessories
        business.

                                        6
<PAGE>
        The acquisition has been accounted for as a purchase, and the results of
        Aztec have been included in the accompanying consolidated financial
        statements since the date of acquisition. The purchase price has been
        allocated based on the fair values of the assets acquired (approximately
        $44,000, including goodwill of approximately $35,400) and liabilities
        assumed (approximately $11,200, including a deferred compensation
        liability of approximately $7,700). Pro forma financial information is
        not required as this was not a significant acquisition.

(3) ACCOUNTING POLICIES

The interim consolidated financial statements have been prepared in accordance
with the accounting policies described in the notes to the Company's
consolidated financial statements for the year ended December 31, 2001. While
management believes that the procedures followed in the preparation of interim
financial information are reasonable, the accuracy of some estimated amounts is
dependent upon facts that will exist or calculations that will be made at year
end. Examples of such estimates include changes in the deferred tax accounts and
management bonuses. Any adjustments pursuant to such estimates during the fiscal
quarter were of a normal recurring nature.

    (a) Fiscal Quarter--The Company's fiscal year end is December 31. The
        Company's fiscal quarters are defined as the periods ending on the
        Friday nearest to the end of March, June and September.

    (b) Inventories--The Company values all inventories at the lower of
        first-in, first-out ("FIFO") cost or market. The Company provides net
        realizable value reserves which reflect the Company's best estimate of
        the excess of the cost of potential obsolete and slow moving inventory
        over the expected net realizable value. Following is a summary of the
        components of inventories as of June 28, 2002, and December 31, 2001:

<TABLE>
<CAPTION>
                                             June 28,               December 31,
                                               2002                    2001
                                         ----------------          -------------
<S>                                      <C>                       <C>
Raw materials                                 $ 14,091               $ 11,581
Work in progress                                 4,973                  3,624
Finished goods and work in progress             38,105                 34,639
                                         ----------------          -------------
                                                57,169                 49,844
Net realizable value reserve                    (1,809)                (1,944)
                                         ----------------          -------------
                                              $ 55,360               $ 47,900
                                         ================          =============
</TABLE>

    (c) Rental Equipment--Rental equipment is manufactured or purchased by the
        Company for resale and for rent to others on a short-term basis. Rental
        equipment is recorded at the lower of FIFO cost or market and is
        depreciated over the estimated useful life of the equipment, three to
        fifteen years, on a straight-line basis. The balances as of June 28,
        2002 and December 31, 2001 are net of accumulated depreciation of
        $23,064 and $20,002, respectively. Rental revenues and cost of sales
        associated with rental revenue are as follows:

                                        7
<PAGE>
<TABLE>
<CAPTION>
                     Three Fiscal Months          Six Fiscal Months
                           Ended                        Ended
                   -----------------------     -----------------------
                     June 28,     June 29,      June 28,      June 29,
                       2002         2001          2002         2001
                   -----------   ---------     ----------   ----------
<S>                <C>           <C>           <C>          <C>
Rental revenue       $10,685      $13,068        $21,516      $25,273
Cost of sales          3,360        2,508          6,698        6,984
                   ----------    ---------     ----------   ----------
   Gross profit      $ 7,325      $10,560        $14,818      $18,289
                   ==========    =========     ==========   ==========
</TABLE>

        Effective January 1, 2002, the Company changed its accounting estimates
        relating to the depreciable life of a portion of its rental fleet. The
        change was based upon a study performed by the Company that showed that
        the useful life of certain items within the rental fleet was shorter
        than the fifteen-year life previously assigned. The study showed that a
        three-year life was more appropriate based upon the nature of these
        products. These products include smaller hardware and accessories that
        accompany steel forms and the recently introduced European forming
        systems. As a result of the change, the Company recorded incremental
        depreciation of approximately $1,000 in the three months ended June 28,
        2002 and approximately $2,100 in the first six months of 2002, which is
        reflected in cost of goods sold in the accompanying June 28, 2002
        consolidated statement of operations.

        Effective January 1, 2001, the Company changed its accounting estimates
        relating to the depreciable life of a portion of its rental fleet. The
        change was based upon a study performed by the Company that showed that
        the renovation of the plywood surface of certain products within the
        rental fleet extended the useful life beyond normal repair and
        maintenance. Accordingly, the Company began capitalizing rather than
        expensing these renovation related expenditures. Simultaneously, the
        useful lives of the plywood surface was reduced from fifteen years to
        three years to match the useful life of the renovation. As a result of
        the change, the Company recorded incremental depreciation of
        approximately $2,300 in the six months ended June 29, 2001, which is
        reflected in cost of goods sold in the accompanying June 28, 2001
        consolidated statement of operations.

    (d) New Accounting Pronouncements--In June 2001, the Financial Accounting
        Standards Board issued Statement of Financial Accounting Standards
        ("SFAS") No. 141, "Business Combinations" and No. 142 "Goodwill and
        Other Intangible Assets." SFAS No. 141 revises the accounting for future
        business combinations to only allow the purchase method of accounting.
        In addition, the two statements preclude amortization of goodwill for
        periods beginning after December 15, 2001. Instead, an annual review of
        the recoverability of the goodwill and intangible assets is required.
        Certain other intangible assets continue to be amortized over their
        estimated useful lives.

        The Company adopted SFAS No. 142 effective January 1, 2002. As a result
        of adopting SFAS No. 142, the Company recorded a non-cash charge in the
        first quarter of 2002 of $17,140 ($19,894 of goodwill, less an income
        tax benefit of $2,754), which is reflected as a cumulative effect of
        change in accounting principle. This amount does not affect the
        Company's ongoing operations. The goodwill arose from the acquisitions
        of Dur-O-Wal in 1995, Southern Construction Products in 1999, and
        Polytite in 2000, all of which manufacture and sell metal accessories
        used in

                                        8
<PAGE>
        masonry construction. The masonry products market has experienced weaker
        markets and significant price competition, which has had a negative
        impact on the product line's earnings and fair value.

          The following is a reconciliation from reported net income/(loss) to
          net income/(loss) adjusted for the amortization of goodwill:

<TABLE>
<CAPTION>
                                                             Three Fiscal Months            Six Fiscal Months
                                                                    Ended                         Ended
                                                          --------------------------    --------------------------
                                                            June 28,       June 29,       June 28,      June 29,
                                                              2002           2001           2002          2001
                                                          -----------     ----------     ----------     ----------
<S>                                                       <C>             <C>            <C>            <C>
Net income (loss) before cumulative effect of
   change in accounting principle, as reported               $2,890         $ 1,245        $ (120)       $(3,346)
Amortization of goodwill, net of tax benefit                    -               933           -            1,688
                                                          ---------       ---------      ---------      ---------
Net income (loss) before cumulative effect of
 change in accounting principle, as adjusted                 $2,890         $ 2,178        $ (120)       $(1,658)
                                                          =========       =========      =========      =========
</TABLE>

    (e) Reclassifications--Certain reclassifications have been made to the 2001
        amounts to conform to their 2002 classifications.

(4) CREDIT ARRANGEMENTS

Following is a summary of the Company's long-term debt as of June 28, 2002 and
December 31, 2001:

<TABLE>
<CAPTION>
                                                                            June 28,     December 31,
                                                                             2002           2001
                                                                        -------------   --------------

<S>                                                                     <C>             <C>
Revolving credit facility, weighted average interest rate of 5.2%         $  27,925      $   2,000
Acquisition credit facility, weighted average interest rate of 4.7%           9,250          9,250
Term Loan Tranche A, weighted average interest rate of 4.8%                  21,053         22,161
Term Loan Tranche B, weighted average interest rate of 5.2%                  98,008         98,500
Senior Subordinated Notes, interest rate of 13.0%                           170,000        170,000
Debt discount on Senior Subordinated Notes                                  (10,836)       (11,297)
Debentures previously held by Dayton Superior Capital Trust,
  interest rate of 9.1%, due on demand                                        1,144          1,214
City of Parsons, Kansas Economic Development Loan, interest
  rate of 7.0%                                                                  102            118
                                                                        ------------    -----------
Total long-term debt                                                        316,646        291,946
Less current maturities                                                      (5,485)        (5,001)
                                                                        ------------    -----------
Long-term portion                                                         $ 311,161      $ 286,945
                                                                        ============    ===========
</TABLE>

As of June 28, 2002, the Company's credit facility consisted of (i) a $50,000
revolving credit facility maturing June 2006, (ii) a $30,000 acquisition
facility, converting from revolving loans into term loans three years from the
closing and maturing June 2006 and (iii) term loan facilities in an aggregate
principal amount of $122,000, consisting of a $23,500 tranche A facility
maturing June 2006 and a $98,500 tranche B facility maturing June 2008.

                                        9
<PAGE>
The credit facility provides that the Company will repay (i) the tranche A
facility in quarterly installments commencing March 2002, (ii) the tranche B
facility in quarterly installments, commencing March 2002 and (iii) the
acquisition facility, in equal quarterly installments commencing in June 2004.
The credit facility has several interest rate options, which reprice on a
short-term basis.

At June 28, 2002, the Company had outstanding letters of credit of approximately
$6,300, and the Company had available borrowings of approximately $15,800 under
its revolving credit facility.

The average borrowings, maximum borrowings, and weighted average interest rates
on the revolving credit facility and its predecessor for the periods indicated
were as follows:

<TABLE>
<CAPTION>
                                                 Three Fiscal Months          Six Fiscal Months
                                                       Ended                       Ended
                                               ------------------------     --------------------
                                                 June 28,    June 29,        June 28,   June 29,
                                                   2002        2001            2002       2001
                                               -----------  -----------     ----------  --------
<S>                                            <C>          <C>             <C>         <C>
Revolving Credit Facility:
  Average borrowing                              $19,713     $15,323         $14,448    $13,376
  Maximum borrowing                               29,275      26,425          29,275     26,425
  Weighted average interest rate                    5.8%        9.1%            6.5%       9.6%
</TABLE>

The credit facility contains certain restrictive covenants, which require that,
among other things, the Company maintain a minimum interest coverage ratio, not
exceed a certain leverage ratio, maintain a minimum EBITDA, as defined, and
limit its capital expenditures. The Company was in compliance with its loan
covenants as of June 28, 2002.

The Senior Subordinated Notes (the "Notes") have a principal amount of $170,000
and mature in June 2009. The Notes were issued at a discount, which is being
accreted to the face value using the effective interest method and is reflected
as interest expense. The Notes were issued with warrants that allow the holder
to purchase 117,276 of the Company's Common Shares for $0.01 per share. The
Company's wholly-owned domestic subsidiaries (Aztec Concrete Accessories, Inc.;
Trevecca Holdings, Inc.; Dayton Superior Specialty Chemical Corp.; Symons
Corporation; and Dur-O-Wal, Inc.) have guaranteed the Notes. The wholly-owned
foreign subsidiaries of the Company are not guarantors of the Notes and do not
have any credit arrangements senior to the Notes. Following are the supplemental
consolidating condensed balance sheets as of June 28, 2002 and December 31,
2001, as well as the supplemental consolidating condensed statements of
operations for the three and six fiscal months ended June 28, 2002 and June 29,
2001 and cash flows for the six fiscal months ended June 28, 2002 and June 29,
2001.

                                       10
<PAGE>
                  Dayton Superior Corporation And Subsidiaries
               Supplemental Consolidating Condensed Balance Sheet
                               As of June 28, 2002

<TABLE>
<CAPTION>
                                                  Dayton
                                                 Superior        Guarantor      Non Guarantor
                                                Corporation    Subsidiaries     Subsidiaries     Eliminations     Consolidated
                                               -------------  --------------   ---------------  --------------   -------------
<S>                                            <C>            <C>              <C>               <C>             <C>
ASSETS
Cash                                              $  4,791       $ (1,184)           $  990        $    -             $  4,597
Accounts receivable, net                            36,540          32,185            1,613             -               70,338
Inventories                                         27,916          26,507              937             -               55,360
Intercompany                                        64,511        (64,318)            (193)             -                 -
Other current assets                                 8,547           7,642              168             -               16,357
                                               -----------    ------------     ------------     -------------    -------------
    TOTAL CURRENT ASSETS                           142,305             832            3,515             -              146,652
Rental, net                                          5,997          61,293               55             -               67,345
Property, plant and equipment, net                  25,843          34,878              197             -               60,918
Investment in subsidiaries                         123,041            -                -            (123,041)             -
Other assets                                        55,428          65,846             -                -              121,274
                                               -----------    ------------     ------------     -------------    -------------
    TOTAL ASSETS                                  $352,614       $ 162,849           $3,767        $(123,041)         $396,189
                                               ===========    ============     ============     =============    =============
LIABILITIES AND SHAREHOLDERS'
    EQUITY (DEFICIT)
Current maturities of long-term debt              $  5,485       $    -              $ -           $    -             $  5,485
Accounts payable                                    15,360          16,550              401             -               32,311
Accrued liabilities                                 15,430           9,701              206             -               25,337
                                               -----------    ------------     ------------     -------------    -------------
    TOTAL CURRENT LIABILITIES                       36,275          26,251              607             -               63,133
Long-term debt, net                                311,161            -                -                -              311,161
Other long-term liabilities                          1,505          20,625              195             -               22,325
Total shareholders' equity (deficit)                 3,673         115,973            2,965         (123,041)            (430)
                                               -----------    ------------     ------------     -------------    -------------
TOTAL LIABILITIES AND SHAREHOLDERS'
    EQUITY (DEFICIT)                              $352,614       $ 162,849           $3,767        $(123,041)         $396,189
                                               ===========    ============     ============     =============    =============
</TABLE>

                                       11
<PAGE>
                  Dayton Superior Corporation And Subsidiaries
               Supplemental Consolidating Condensed Balance Sheet
                             As of December 31, 2001

<TABLE>
<CAPTION>
                                              Dayton
                                             Superior        Guarantor       Non Guarantor
                                            Corporation     Subsidiaries      Subsidiaries     Eliminations    Consolidated
                                           -------------   --------------   ---------------   --------------   ------------
<S>                                        <C>             <C>              <C>               <C>              <C>
ASSETS
Cash                                          $  2,714         $    832           $1,443        $    -             $  4,989
Accounts receivable, net                        20,014           30,516            1,098                             51,628
Inventories                                     23,030           23,925              945             -               47,900
Intercompany                                    58,692          (58,584)            (108)            -                 -
Other current assets                             9,046            9,594              184             -               18,824
                                           ------------    -------------    -------------     ------------     ------------
    TOTAL CURRENT ASSETS                       113,496            6,283            3,562             -              123,341
Rental equipment, net                            6,256           65,009               58             -               71,323
Property, plant and equipment, net              23,708           36,222              191             -               60,121
Investment in subsidiaries                     122,864             -                -            (122,864)             -
Other assets                                    55,899           86,159             -                -              142,058
                                           ------------    -------------    -------------     ------------     ------------
    TOTAL ASSETS                              $322,223         $193,673           $3,811        $(122,864)         $396,843
                                           ============    =============    =============     ============     ============
LIABILITIES AND SHAREHOLDERS'
    EQUITY (DEFICIT)
Current maturities of long-term debt          $  5,001         $   -              $ -           $    -             $  5,001
Accounts payable                                12,579           14,548              213             -               27,340
Accrued liabilities                             20,004           13,742              311             -               34,057
                                           ------------    -------------    -------------     ------------     ------------
    TOTAL CURRENT LIABILITIES                   37,584           28,290              524             -               66,398
Long-term debt, net                            286,945             -                -                -              286,945
Other long-term liabilities                      4,461           22,132              186             -               26,779
Total shareholders' equity (deficit)           (6,767)          143,251            3,101         (122,864)           16,721
                                           ------------    -------------    -------------     ------------     ------------
TOTAL LIABILITIES AND SHAREHOLDERS'
    EQUITY                                    $322,223         $193,673           $3,811        $(122,864)         $396,843
                                           ============    =============    =============     ============     ============
</TABLE>

                                       12
<PAGE>
                  Dayton Superior Corporation And Subsidiaries
          Supplemental Consolidating Condensed Statement of Operations
                     Three Fiscal Months Ended June 28, 2002

<TABLE>
<CAPTION>
                                                   Dayton
                                                  Superior         Guarantor     Non Guarantor
                                                 Corporation     Subsidiaries    Subsidiaries     Consolidated
                                                -------------   --------------  ---------------  --------------
<S>                                             <C>             <C>             <C>              <C>
Net sales                                          $47,256          $57,594         $1,656          $106,506
Cost of sales                                       28,868           40,203            848            69,919
                                                ----------      -----------     ----------       -----------
   Gross profit                                     18,388           17,391            808            36,587
Selling, general and administrative
   expenses                                         10,049           12,378            361            22,788
Facility closing and severance expenses                364               89             -                453
Amortization of goodwill and intangibles                73                5             -                 78
Management fees                                       (75)              -               75              -
                                                ----------      -----------     ----------       -----------
   Income (loss) from operations                     7,977            4,919            372            13,268
Other expenses
   Interest expense                                  8,207              200             -              8,407
   Other expense (income), net                         187             (78)           (64)                45
                                                ----------      -----------     ----------       -----------
   Income  (loss) before provision (benefit)
     for income taxes                                (417)            4,797            436             4,816
Provision (benefit) for income taxes                 (167)            1,919            174             1,926
                                                ----------      -----------     ----------       -----------
Net loss                                           $ (250)          $ 2,878         $  262          $  2,890
                                                ==========      ===========     ==========       ===========
</TABLE>

                                       13
<PAGE>
                  Dayton Superior Corporation And Subsidiaries
          Supplemental Consolidating Condensed Statement of Operations
                     Three Fiscal Months Ended June 29, 2001

<TABLE>
<CAPTION>
                                                   Dayton
                                                  Superior        Guarantor     Non Guarantor
                                                 Corporation    Subsidiaries    Subsidiaries     Consolidated
                                                -------------  --------------  ---------------  --------------
<S>                                             <C>            <C>             <C>              <C>
Net sales                                         $ 53,705        $54,575           $2,784         $111,064
Cost of sales                                       35,260         32,571            1,779           69,610
                                                ----------     ----------      -----------      -----------
   Gross profit                                     18,445         22,004            1,005           41,454
Selling, general and administrative
   expenses                                         10,126         15,139              491           25,756
Facility closing and severance expenses              1,935          1,385              -              3,320
Amortization of goodwill and intangibles               454            600              -              1,054
Management fees                                      (110)            -                110              -
                                                ----------     ----------      -----------      -----------
   Income (loss) from operations                     6,040          4,880              404           11,324
Other expenses
   Interest expense                                  8,777            182              -              8,959
   Other expense (income), net                         (9)              2                1              (6)
                                                ----------     ----------      -----------      -----------
   Income (loss) before provision (benefit)
     for income taxes                              (2,728)          4,696              403            2,371
Provision (benefit) for income taxes               (1,299)          2,229              196            1,126
                                                ----------     ----------      -----------      -----------
Net Income (loss)                                 $(1,429)        $ 2,467           $  207         $  1,245
                                                ==========     ==========      ===========      ===========
</TABLE>

                                       14
<PAGE>
                  Dayton Superior Corporation And Subsidiaries
          Supplemental Consolidating Condensed Statement of Operations
                      Six Fiscal Months Ended June 28, 2002

<TABLE>
<CAPTION>
                                                    Dayton
                                                   Superior        Guarantor     Non Guarantor
                                                  Corporation    Subsidiaries    Subsidiaries     Consolidated
                                                 -------------  --------------  ---------------  --------------
<S>                                              <C>            <C>             <C>              <C>
Net sales                                           $78,150        $104,184         $2,674          $185,008
Cost of sales                                        47,389          73,126          1,389           121,904
                                                 ----------     -----------     ----------       -----------
   Gross profit                                      30,761          31,058          1,285            63,104
Selling, general and administrative
   expenses                                          20,349          24,901            766            46,016
Facility closing and severance expenses                 485              89             -                574
Amortization of goodwill and intangibles                141              10             -                151
Management fees                                       (150)             -              150               -
                                                 ----------     -----------     ----------       -----------
   Income from operations                             9,936           6,058            369            16,363
Other expenses
   Interest expense                                  16,087             326             -             16,413
   Other expense, net                                   109              12             29               150
                                                 ----------     -----------     ----------       -----------
   Income  (loss) before provision  (benefit)
     for income taxes                               (6,260)           5,720            340             (200)
Provision (benefit) for income taxes                (2,504)           2,288            136              (80)
                                                 ----------     -----------     ----------       -----------
Net Income (loss) before cumulative effect of
   change in accounting principle                   (3,756)           3,432            204             (120)
Cumulative effect of change in accounting
   principle, net of income tax benefit of
   $2,754                                             -            (17,140)            -            (17,140)
                                                 ----------     -----------     ----------       -----------
Net income (loss)                                  $(3,756)       $(13,708)           $204         $(17,260)
                                                 ==========     ===========     ==========       ===========
</TABLE>

                                       15
<PAGE>
                  Dayton Superior Corporation And Subsidiaries
          Supplemental Consolidating Condensed Statement of Operations
                      Six Fiscal Months Ended June 29, 2001

<TABLE>
<CAPTION>
                                                   Dayton
                                                  Superior        Guarantor      Non Guarantor
                                                 Corporation    Subsidiaries     Subsidiaries     Consolidated
                                                -------------  --------------   ---------------  --------------
<S>                                             <C>            <C>              <C>              <C>
Net sales                                         $ 93,483         $96,488           $4,450         $194,421
Cost of sales                                       61,839          61,289            2,822          125,950
                                                ----------     -----------      -----------      -----------
   Gross profit                                     31,644          35,199            1,628           68,471
Selling, general and administrative
   expenses                                         20,015          30,891              880           51,786
Facility closing and severance expenses              1,935           1,385              -              3,320
Amortization of goodwill and intangibles               913           1,078              -              1,991
Management fees                                      (150)              -               150              -
                                                ----------     -----------      -----------      -----------
   Income from operations                            8,931           1,845              598           11,374
Other expenses
   Interest expense                                 17,418             326              -             17,744
   Other expense (income), net                         (3)               7              -                  4
                                                ----------     -----------      -----------      -----------
   Income (loss) before provision (benefit)
     for income taxes                              (8,484)           1,512              598          (6,374)
Provision (benefit) for income taxes               (4,030)             718              284          (3,028)
                                                ----------     -----------      -----------      -----------
Net income (loss)                                 $(4,454)         $   794           $  314         $(3,346)
                                                ==========     ===========      ===========      ===========
</TABLE>

                                       16
<PAGE>
                  Dayton Superior Corporation And Subsidiaries
          Supplemental Consolidating Condensed Statement of Cash Flows
                      Six Fiscal Months Ended June 28, 2002

<TABLE>
<CAPTION>
                                                    Dayton
                                                   Superior        Guarantor      Non Guarantor
                                                  Corporation    Subsidiaries     Subsidiaries     Consolidated
                                                 -------------  --------------   ---------------  --------------
<S>                                              <C>            <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                               $ (3,756)      $(13,708)           $  204         $(17,260)
   Adjustments to reconcile net income (loss)
     to net cash used in operating activities:
       Depreciation and amortization                   3,614          7,667               24            11,305
       Cumulative effect of change in
         accounting principle                           -            17,140              -              17,140
       Deferred income taxes                             202           -                 -                 202
       Gain on sales of rental equipment and
         fixed assets                                  (675)        (7,274)             (10)           (7,959)
   Change in assets and liabilities                 (12,315)       (15,735)            (913)          (28,963)
                                                 -----------    -----------      -----------      ------------
       Net cash used in operating activities        (12,930)       (11,910)            (695)          (25,535)
                                                 -----------    -----------      -----------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Property, plant and equipment additions            (4,408)        (2,081)             (29)           (6,518)
  Proceeds from sales of fixed assets                  1,036            852              -               1,888
  Rental equipment additions                           (346)        (5,670)              (6)           (6,022)
  Proceeds from sales of rental equipment                350         11,059               17            11,426
                                                 -----------    -----------      -----------      ------------
       Net cash provided by (used in)
         investing activities                        (3,368)          4,160             (18)               774
                                                 -----------    -----------      -----------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of long-term debt, net                     24,258           -                 -              24,258
  Redemption of Class A common shares and
     purchase of treasury shares                       (188)           -                 -               (188)
  Repayment of loans to shareholders                      85           -                 -                  85
  Issuance of common shares                               39           -                 -                  39
  Intercompany                                       (5,819)          5,734               85              -
                                                 -----------    -----------      -----------      ------------
       Net cash provided by financing
         activities                                   18,375          5,734               85            24,194
                                                 -----------    -----------      -----------      ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                 -              -                 175               175
                                                 -----------    -----------      -----------      ------------

       Net increase (decrease) in cash                 2,077        (2,016)            (453)             (392)

CASH, beginning of period                              2,714            832            1,443             4,989
                                                 -----------    -----------      -----------      ------------

CASH, end of period                                $   4,791      $ (1,184)           $  990         $   4,597
                                                 ===========    ===========      ===========      ============
</TABLE>

                                       17
<PAGE>
                  Dayton Superior Corporation And Subsidiaries
          Supplemental Consolidating Condensed Statement of Cash Flows
                      Six Fiscal Months Ended June 29, 2001

<TABLE>
<CAPTION>
                                                     Dayton
                                                    Superior        Guarantor     Non Guarantor
                                                   Corporation    Subsidiaries    Subsidiaries      Consolidated
                                                  -------------  -------------   ---------------   --------------
<S>                                               <C>            <C>             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                $ (4,454)        $    794      $    314          $ (3,346)
   Adjustments to reconcile net income (loss)
     to net cash provided by (used in)
     operating activities:
       Depreciation and amortization                    4,178           8,891            23             13,092
       Deferred income taxes                          (1,148)            -             -               (1,148)
       Gain on sales of rental equipment and
         fixed assets                                   (307)         (4,584)          (59)            (4,950)
   Change in assets and liabilities, net of
     the effects of acquisitions                     (16,022)           3,059       (2,365)           (15,328)
                                                  -----------    ------------    ----------        -----------
       Net cash provided by (used in)
         operating activities                        (17,753)           8,160       (2,087)           (11,680)
                                                  -----------    ------------    ----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Property, plant and equipment additions             (1,560)         (2,802)          (21)            (4,383)
  Rental equipment additions                            (759)         (9,514)          (39)           (10,312)
  Proceeds from sale of rental equipment                  727           7,065           116              7,908
  Acquisitions, net                                  (40,163)            -              -             (40,163)
                                                  -----------    ------------    ----------        -----------
       Net cash provided by (used in)
         investing activities                        (41,755)         (5,251)            56           (46,950)
                                                  -----------    ------------    ----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of long-term debt, net                      55,901            -            -                 55,901
  Purchase of treasury shares                           (734)            -            -                  (734)
  Issuance of common shares                             5,371            -            -                  5,371
  Financing costs incurred                              (741)            -            -                  (741)
  Intercompany                                        (1,783)            (59)         1,842                 -
                                                  -----------    ------------    ----------        -----------
       Net cash provided by (used in)
         financing activities                          58,014            (59)         1,842             59,797
                                                  -----------    ------------    ----------        -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                  -               -             (60)               (60)
                                                  -----------    ------------    ----------        -----------

       Net increase (decrease) in cash                (1,494)           2,850         (249)              1,107

CASH, beginning of period                               1,603           (825)         1,004              1,782
                                                  -----------    ------------    ----------        -----------

CASH, end of period                                 $     109        $  2,025      $    755          $   2,889
                                                  ===========    ============    ==========        ===========
</TABLE>

                                       18
<PAGE>
(5) STOCK OPTION PLANS

The Company has a stock option plan, which provides for an option exercise price
equal to the stock's market price on the date of grant. The options are
accounted for under APB Opinion No. 25, under which no compensation costs have
been recognized. Had compensation cost for these plans been determined
consistent with Statement of Financial Accounting Standards No.123, "Accounting
for Stock-Based Compensation" ("SFAS 123"), the Company's net income (loss) for
the three and six fiscal months ended June 28, 2002 and June 29, 2001 would have
been reduced to the following pro forma amounts:

<TABLE>
<CAPTION>
                                              Three Fiscal Months          Six Fiscal Months
                                                     Ended                        Ended
                                           ------------------------    --------------------------
                                             June 28,      June 29,       June 28,     June 29,
                                              2002          2001            2002         2001
                                           ------------  ----------    ------------  ------------
<S>                                        <C>           <C>           <C>           <C>
Net income (loss)     As Reported            $2,890        $1,245        $(17,260)     $(3,346)
                      Pro Forma               2,844         1,061         (17,357)      (3,725)
</TABLE>

Because the SFAS 123 method of accounting has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation cost may
not be representative of that to be expected in future years.

A summary of the activity of the Company's stock option plans for the six fiscal
months ended June 28, 2002 is presented in the table below:

<TABLE>
<CAPTION>
                                                             Weighted
                                                             Average
                                           Number of      Exercise Price
                                            Shares           Per Share
                                        -------------   -----------------
<S>                                     <C>             <C>
Outstanding at December 31, 2001           541,258          $   24.17
Granted                                      7,839              27.50
Exercised                                   (3,050)              2.29
Cancelled                                   (4,865)             24.08
                                        -------------   -----------------
Outstanding at June 28, 2002               541,182          $   24.34
                                        =============   =================
</TABLE>

(6) SEGMENT REPORTING

The Company operates in three segments: concrete accessories, concrete forming
systems, and paving products. The segments are differentiated by their products
and services, all of which serve the construction industry.

Sales between segments are recorded at normal selling price by the selling
division and at cost for the buying division, with the profit recorded as an
intersegment elimination. Segment assets include accounts receivable;
inventories; property, plant, and equipment; rental equipment; and an allocation
of goodwill. Corporate and unallocated assets include cash, prepaid income
taxes, future tax benefits, and financing costs. Export sales and sales by
non-U.S. affiliates are not significant.

                                       19
<PAGE>
Information about the income (loss) of each segment and the reconciliations to
the consolidated amounts for the three and six fiscal months ended June 28, 2002
and June 29, 2001 follows:

<TABLE>
<CAPTION>
                                                 Three Fiscal Months        Six Fiscal Months
                                                        Ended                    Ended
                                              -------------------------  ------------------------
                                                June 28,      June 29,     June 28,      June 29,
                                                  2002         2001         2002          2001
                                              -----------   -----------  -----------   -----------
<S>                                           <C>           <C>          <C>           <C>
Concrete Accessories                           $  57,337     $  61,341    $ 103,503     $ 109,890
Concrete Forming Systems                          30,211        34,846       55,149        59,807
Paving Products                                   18,958        14,877       26,356        24,724
                                              ----------    ----------   ----------    ----------
Net sales to external customers                $ 106,506     $ 111,064    $ 185,008     $ 194,421
                                              ==========    ==========   ==========    ==========

Concrete Accessories                           $   1,480     $   1,467    $   2,638     $   2,565
Concrete Forming Systems                           2,312         2,132        4,022         3,430
Paving Products                                      695           878        1,195         1,295
                                              ----------    ----------   ----------    ----------
Net sales to other segments                    $   4,487     $   4,477    $   7,855     $   7,290
                                              ==========    ==========   ==========    ==========

Concrete Accessories                           $  10,155     $   7,471    $  14,739     $  11,835
Concrete Forming Systems                           4,590         5,780        6,083         4,135
Paving Products                                    2,711         2,355        2,664         2,634
Corporate                                         (1,609)       (1,650)      (3,070)       (3,238)
Intersegment Eliminations                         (2,579)       (2,632)      (4,053)       (3,992)
                                              ----------    ----------   ----------    ----------
Income from operations                         $  13,268     $ 11,324     $  16,363     $  11,374
                                              ==========    ==========   ==========    ==========

Concrete Accessories                           $   2,734     $   3,277    $   5,518     $   6,438
Concrete Forming Systems                           4,676         4,967        9,181         9,980
Paving Products                                      997           715        1,714         1,326
                                              ----------    ----------   ----------    ----------
Interest expense                               $   8,407     $   8,959    $  16,413     $  17,744
                                              ==========    ==========   ==========    ==========
Concrete Accessories                           $   7,311     $   4,200    $   9,079     $   5,393
Concrete Forming Systems                             (21)          813       (3,111)       (5,845)
Paving Products                                    1,714         1,640          955         1,308
Corporate                                         (1,609)       (1,650)      (3,070)       (3,238)
Intersegment Eliminations                         (2,579)       (2,632)      (4,053)       (3,992)
                                              ----------    ----------   ----------    ----------
Income (loss) before income taxes              $   4,816     $   2,371    $    (200)    $  (6,374)
                                              ==========    ==========   ==========    ==========

Concrete Accessories                           $   1,037     $   1,326    $   2,244     $   2,608
Concrete Forming Systems                           3,509         2,309        6,924         6,763
Paving Products                                      365           275          708           549
Corporate                                             73            53          128           115
                                              ----------    ----------   ----------    ----------
Depreciation                                   $   4,984     $   3,963    $  10,004     $  10,035
                                              ==========    ==========   ==========    ==========

Concrete Accessories                           $      23     $     862    $      83     $   1,688
Concrete Forming Systems                              10           148           10           210
Paving Products                                       45            44           58            93
                                              ----------    ----------   ----------    ----------
Amortization of goodwill and intangibles       $      78     $   1,054    $     151     $   1,991
                                              ==========    ==========   ==========    ==========
</TABLE>

                                       20
<PAGE>
Information regarding capital expenditures by segment and the reconciliation to
the consolidated amounts for the three and six fiscal months ended June 28, 2002
and June 29, 2001 is as follows:

<TABLE>
<CAPTION>
                                                         Three Fiscal Months     Six Fiscal Months
                                                                Ended                  Ended
                                                        ---------------------   ---------------------
                                                         June 28,    June 29,    June 28,    June 29,
                                                           2002        2001        2002        2001
                                                        ----------  ---------   ----------  ---------
<S>                                                     <C>         <C>         <C>         <C>
Concrete Accessories                                     $ 1,386     $ 1,460     $ 2,135     $ 2,481
Concrete Forming Systems                                     417         685       1,333       1,295
Paving Products                                              822         283       3,004         485
Corporate                                                     46         122          46         122
                                                        --------    --------    --------    --------
  Property, Plant and Equipment Additions                $ 2,671     $ 2,550     $ 6,518     $ 4,383
                                                        ========    ========    ========    ========

Concrete Accessories                                     $   166     $   483     $   426     $   812
Concrete Forming Systems                                   1,598       4,685       5,596       9,500
                                                        --------    --------    --------    --------
Rental Equipment Additions                               $ 1,764     $ 5,168     $ 6,022     $10,312
                                                        ========    ========    ========    ========
</TABLE>

Information regarding each segment's assets and the reconciliation to the
consolidated amounts as of June 28, 2002 and December 31, 2001 is as follows:

<TABLE>
<CAPTION>
                                                                   As of
                                                        ------------------------
                                                         June 28,    December 31,
                                                           2002        2001
                                                        ---------    -----------
<S>                                                     <C>          <C>
Concrete Accessories                                     $191,720       $212,008
Concrete Forming Systems                                  134,230        135,302
Paving Products                                            41,843         24,858
Corporate and Unallocated                                  28,396         24,675
                                                        ---------     ----------
Total Assets                                             $396,189       $396,843
                                                        =========     ==========
</TABLE>

                                       21
<PAGE>
(7) FACILITY CLOSING AND SEVERANCE EXPENSES

During the second quarter of 2002, the Company approved and began implementing
plans to exit one of its distribution facilities and to reduce overall Company
headcount in order to keep its cost structure in alignment with its net sales.
The total anticipated cost of the facility closure and severance was $440, and
was to encompass approximately eight employee terminations. The total estimated
exit costs are comprised of approximately $190 related to employee involuntary
termination benefits, approximately $220 related to lease termination costs, and
approximately $30 related to other post-closing maintenance costs. Accordingly,
the Company recorded a facility closing and severance expense of approximately
$440 in the second quarter of 2002. Of the amounts accruable at the time of the
plan's approval, approximately $334 is included in "Other Accrued Liabilities"
in the accompanying June 28, 2002 consolidated balance sheet.

At the end of the second quarter of 2002, plans were also being developed to
further reduce employee headcount throughout the Company. Since these plans were
not yet fully developed, no facility closing and severance costs were reflected
at the end of the second quarter of 2002, but these will be reflected in the
third quarter results for 2002.

During 2001, the Company approved and began implementing two plans to exit
certain manufacturing and distribution facilities and to reduce overall Company
headcount. As a result of the continued implementation of the plans, the Company
has incurred $134 of facility closing and severance expense in 2002, which is
related primarily to facility relocation activities. Of the amounts accruable at
the time of the plans' approval, approximately $1,102 is included in "Other
Accrued Liabilities" in the accompanying June 28, 2002 consolidated balance
sheet.

Below is a summary of the amounts charged against the facility closing and
severance reserves in 2002:

<TABLE>
<CAPTION>
                                                      Six Fiscal
                                                     Months Ended
                                                     June 28, 2002
                                                    ---------------
<S>                                                 <C>
Balance at December 31, 2001                            $2,900

Facility Closing and Severance Expense                     574

Items Charged Against Reserve:
   Involuntary Termination Costs                          (901)
   Lease Termination Costs                                (295)
   Other Post-Closing Costs                               (842)
                                                     -------------
Balance at June 28, 2002                                $1,436
                                                     =============
</TABLE>

                                       22
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

We believe we are the largest North American manufacturer and distributor of
metal accessories and forms used in concrete construction and of metal
accessories used in masonry construction. Although almost all of our products
are used in concrete or masonry construction, the function and nature of the
products differ widely. As of June 28, 2002, we have three principal operating
divisions, which are organized around the following product lines:

       -   Concrete Accessories;
       -   Concrete Forming Systems; and
       -   Paving Products.

ACQUISITIONS

We have completed and integrated two acquisitions since the beginning of 2001.
These acquisitions are summarized in the following table:

<TABLE>
<CAPTION>
                                                                    Purchase Price
   Date            Business Acquired               Division          (In millions)
   ----            -----------------               --------          -------------
<S>             <C>                           <C>                    <C>
January 2001    Aztec Concrete Accessories    Concrete Accessories       $32.8
June 2001       BarLock                       Concrete Accessories         9.9
</TABLE>

                                       23
<PAGE>
RESULTS OF OPERATIONS

The following table summarizes our results of operations as a percentage of net
sales.

<TABLE>
<CAPTION>
                                                                Three Fiscal Months    Six Fiscal Months
                                                                        Ended                Ended
                                                                 June 28,    June 29,    June 28,   June 29,
                                                                   2002        2001        2002       2001
                                                                ----------  ----------  ---------  ---------
<S>                                                             <C>         <C>         <C>        <C>
Net sales                                                          100.0%     100.0%     100.0%     100.0%
Cost of sales                                                       65.6       62.7       65.9       64.8
                                                                ----------  ----------  ---------  ---------
Gross profit                                                        34.4       37.3       34.1       35.2
Selling, general and administrative expenses                        21.4       23.2       24.9       26.6
Facility closing and severance expenses                              0.4        3.0        0.3        1.7
Amortization of goodwill and intangibles                             0.1        0.9        0.1        1.0
                                                                ----------  ----------  ---------  ---------
Income from operations                                              12.5       10.2        8.8        5.9
Interest expense, net                                                7.9        8.1        8.8        9.1
Other expense, net                                                   0.1        -          0.1        0.1
                                                                ----------  ----------  ---------  ---------
Income (loss) before provision (benefit) for
  income taxes                                                       4.5        2.1       (0.1)      (3.3)
Provision (benefit) for income taxes                                 1.8        1.0        -         (1.6)
                                                                ----------  ----------  ---------  ---------
Net before cumulative effect of change in accounting
principle                                                            2.7        1.1       (0.1)      (1.7)

Cumulative effect of change in accounting principle                  -          -         (9.2)       -
                                                                ----------  ----------  ---------  ---------
Net loss                                                             2.7%       1.1%      (9.3)%     (1.7)%
                                                                ==========  ==========  =========  =========
</TABLE>

COMPARISON OF THREE FISCAL MONTHS ENDED JUNE 28, 2002 AND JUNE 29, 2001

NET SALES

Net sales decreased $4.6 million, or 4.1%, to $106.5 million in the second
quarter of 2002 from $111.1 million in the second quarter of 2001. The following
table summarizes net sales by segment:

<TABLE>
<CAPTION>
                                                               Three Fiscal Months Ended
                                                -------------------------------------------------------
                                                      June 28, 2002              June 29, 2001
                                                --------------------------   --------------------------
                                                                     (In thousands)
                                                  Net Sales         %         Net Sales       %         % Change
                                                -------------   ---------   ------------   ---------  -----------
<S>                                             <C>             <C>         <C>            <C>        <C>
Concrete accessories                               $ 58,817        55.2%      $ 62,808        56.5%       (6.4)%
Concrete forming systems                             32,523        30.5         36,978        33.3       (12.0)
Paving products                                      19,653        18.5         15,755        14.2        24.7
Intersegment eliminations                            (4,487)       (4.2)        (4,477)       (4.0)        0.2
                                                -------------   ---------   ------------   ---------
Net sales                                          $106,506       100.0%      $111,064       100.0%       (4.1)%
                                                =============   =========   ============   =========
</TABLE>

                                       24
<PAGE>
Net sales of concrete accessories decreased $4.0 million, or 6.4%, to $58.8
million in the second quarter of 2002 from $62.8 million in the second quarter
of 2001. This was due to unfavorable volume and pricing as the concrete
accessories markets were weaker in the second quarter of 2002 compared to 2001.
This was partially offset by increased sales as a result of the BarLock
acquisition, which contributed $1.4 million.

Net sales of concrete forming systems decreased 12.0% to $32.5 million for the
second quarter of 2002 compared to $37.0 million in the second quarter of 2001.
This was also due to unfavorable volume and pricing as the concrete forming
systems markets were weaker in the second quarter of 2002 compared to 2001.

Net sales of paving products increased $3.9 million, or 24.7%, in the second
quarter of 2002 compared to the second quarter of 2001. In the first quarter of
2002, state funding for highway construction projects was down as a result of
the recession and continued delays in activity on some larger airport runway
projects as a result of the September 11, 2001 terrorist attacks. During the
second quarter of 2002, state funding was released for these projects, and
accordingly the paving products division benefited from this increased volume.

GROSS PROFIT

Gross profit for the second quarter of 2002 was $36.6 million, a decrease of
$4.9 million from $41.5 million in the second quarter of 2001. This was due to
the unfavorable sales volume and pricing discussed previously, as well as $1.0
million of additional depreciation expense from the change in accounting
estimate in 2002. These factors were offset partially by the cost savings
realized from the implementation of the 2001 and 2002 facility closing and
severance plans.

Gross margin was 34.4% in the second quarter of 2002, decreasing from 37.3% in
the same quarter of 2001. This was due to the unfavorable sales volume and
unfavorable pricing, both of which are attributable to our markets being weaker
in 2002 compared to 2001. Gross margins were also unfavorably impacted by a
shift in the mix of products sold, as paving products have lower gross margins.
These were offset partially by the cost savings realized from the implementation
of the 2001 and 2002 facility closing and severance plans.

OPERATING EXPENSES

Selling, general, and administrative expenses ("SG&A expenses") decreased $3.0
million to $22.8 million in the second quarter of 2002, from $25.8 million in
the second quarter of 2001, primarily due to the cost savings realized from the
implementation of the 2001 and 2002 facility closing and severance plans and the
receipt of approximately $0.4 million, net of recovery expenses, from Royal
Surplus Lines Insurance Co. to cover certain costs related to the EFCO
litigation. These factors were offset partially by the increased SG&A expenses
as a result of the BarLock acquisition.

During the second quarter of 2002, we approved and began implementing plans to
exit one of our distribution facilities and to reduce overall headcount in order
to keep our cost structure in alignment with our net sales. The total
anticipated cost of the facility closure and severance is $0.4 million, and is
to encompass approximately eight employee

                                       25
<PAGE>
terminations. The total estimated exit costs are comprised of approximately $0.2
million related to employee involuntary termination benefits, and approximately
$0.2 million related to lease termination costs and other post-closing
maintenance costs. Accordingly, we recorded a facility closing and severance
expense of approximately $0.4 million in the second quarter of 2002. Of the
amounts accruable at the time of the plan's approval, approximately $0.3 million
is included in "Other Accrued Liabilities" in the accompanying June 28, 2002
consolidated balance sheet.

At the end of the second quarter of 2002, plans were also being developed to
further reduce employee headcount throughout the Company. Since these plans were
not yet fully developed, no facility closing and severance costs were reflected
at the end of the second quarter of 2002, but these will be reflected in the
third quarter results for 2002.

During 2001, we approved and began implementing two plans to exit certain
manufacturing and distribution facilities and to reduce overall headcount. As a
result of the continued implementation of the plans, we incurred $0.1 million of
facility closing and severance expense in 2002, which is related primarily to
facility relocation activities. Of the amounts accruable at the time of the
plans' approval, approximately $1.1 million is included in "Other Accrued
Liabilities" in the accompanying June 28, 2002 consolidated balance sheet.

Below is a summary of the amounts charged against the facility closing and
severance reserves in 2002:

<TABLE>
<CAPTION>
                                                  Three Fiscal
                                                  Months Ended
                                                  June 28, 2002
                                                  -------------
<S>                                               <C>
Balance at March 29, 2002                              $1.8

Facility Closing and Severance Expense                  0.5

Items Charged Against Reserve:
     Involuntary Termination Costs                     (0.4)
     Lease Termination Costs                           (0.1)
     Other Post-Closing Costs                          (0.4)
                                                  -------------
Balance at June 28, 2002                               $1.4
                                                  =============
</TABLE>

Amortization of goodwill and intangibles decreased to $0.1 million in the second
quarter of 2002 from $1.1 million in the second quarter of 2001 due to the
adoption of Statement of Financial Accounting Standards ("SFAS") No. 142
"Goodwill and Other Intangible Assets." This statement precludes amortization of
goodwill for periods beginning after December 15, 2001. Instead, an annual
review of the recoverability of the goodwill and intangible assets is required.
Certain other intangible assets continue to be amortized over their estimated
useful lives. The adoption of the new accounting standard will result in a
reduction in annual amortization expense of approximately $3.7 million. The
amount of amortization expense recognized in the second quarter of 2001, which
was not recognized in the second quarter of 2002 was approximately $1.0 million.

                                       26
<PAGE>
OTHER EXPENSES

Interest expense decreased to $8.4 million in the second quarter of 2002 from
$9.0 million in the second quarter of 2001 due to lower interest rates in the
second quarter of 2002 compared to 2001, offset partially by increased long-term
debt resulting from the acquisition of BarLock in June 2001.

INCOME BEFORE INCOME TAXES

Income before income taxes in the second quarter of 2002 was $4.8 million as
compared to $2.4 million in the second quarter of 2001 and was comprised of the
following:

<TABLE>
<CAPTION>
                                     Three Fiscal Months Ended
                                -------------------------------------
                                   June 28,                June 29,
                                     2002                    2001
                                ----------------    -----------------
<S>                             <C>                 <C>
Concrete accessories                 $7,311                $4,200
Concrete forming systems                (21)                  813
Paving products                       1,714                 1,640
Corporate                            (1,609)               (1,650)
Intersegment eliminations            (2,579)               (2,632)
                                ------------         -------------
Income before income taxes           $4,816                 $2,371
                                ============         =============
</TABLE>

Concrete accessories' income before income taxes of $7.3 million in the second
quarter of 2002 increased from $4.2 million in the second quarter of 2001. This
was due to the benefit of the cost reduction initiatives implemented by
management, the benefit provided from the acquisition of BarLock, the reduction
in amortization expense with the adoption of SFAS No. 142, and lower interest
expense as a result of lower interest rates. In addition, the facility closing
and severance charge recorded in the second quarter of 2001 was $2.9 million
compared to $0.4 million in the second quarter of 2002. These were offset
partially by the decreased sales volume, unfavorable pricing and unfavorable mix
in the existing business due to weaker markets in 2002 compared to 2001.

Concrete forming systems was virtually break-even in the second quarter of 2002
compared to income of $0.8 million in the second quarter of 2001. This was due
to the decreased sales volume, unfavorable pricing and unfavorable mix, as well
as $1.0 million of additional depreciation expense from the change in accounting
estimate in 2002. These were offset partially by the benefit of the cost
reduction initiatives implemented by management, and lower interest expense as a
result of lower interest rates.

Income before income taxes from paving products increased to $1.7 million in the
second quarter of 2002 from $1.6 million in the second quarter of 2001. This was
due to the increased net sales volume in the second quarter of 2002, offset
partially by increased interest expense as a result of average borrowings being
higher in 2002. The increase in average borrowings was due primarily to an
inventory build as a result of the first quarter 2002 delays in releasing state
funding for highway construction projects and delays in activity on some larger
airport runway projects, and increased spending on the construction of a new
facility in Birmingham, AL.

Corporate expenses in the second quarter of 2002 decreased slightly from the
second quarter of 2001 as a result of the cost reduction initiatives implemented
by management.

Elimination of profit on intersegment sales was virtually flat between periods
at $2.6 million.

                                       27
<PAGE>
NET INCOME

The effective tax rate decreased to 40.0% in the second quarter of 2002 from
47.5% in the second quarter of 2001. The reduction in the effective tax rate is
due to the adoption of SFAS No. 142, which eliminated non-deductible goodwill
amortization in the second quarter of 2002. Net income for the second quarter of
2002 was $2.9 million compared to $1.2 million in the second quarter of 2001 due
to the factors described above.

COMPARISON OF SIX FISCAL MONTHS ENDED JUNE 28, 2002 AND JUNE 29, 2001

NET SALES

Net sales decreased $9.4 million, or 4.8%, to $185.0 million in the first half
of 2002 from $194.4 million in the first half of 2001. The following table
summarizes net sales by segment:

<TABLE>
<CAPTION>
                                               Six Fiscal Months Ended
                               --------------------------------------------------------
                                       June 28, 2002                June 29, 2001
                               ---------------------------  ---------------------------
                                 Net Sales         %           Net Sales          %       % Change
                               -------------  ------------  --------------  -----------  ------------
<S>                            <C>            <C>           <C>             <C>          <C>
Concrete accessories              $106,141        57.4%        $112,455         57.8%        (5.6)%
Concrete forming systems            59,171        32.0           63,237         32.5         (6.4)
Paving products                     27,551        14.9           26,019         13.4          5.9
Intersegment eliminations           (7,855)       (4.3)          (7,290)        (3.7)         7.8
                               -------------  ------------  --------------  -----------
Net sales                         $185,008       100.0%        $194,421        100.0%        (4.8)%
                               =============  ============  ==============  ===========
</TABLE>

Net sales of concrete accessories decreased $6.3 million, or 5.6%, to $106.1
million in the first half of 2002 from $112.4 million in the first half of 2001.
This was due to unfavorable volume and pricing as the concrete accessories
markets were weaker in the first half of 2002 compared to 2001. This was
partially offset by increased sales as a result of the BarLock acquisition,
which contributed $3.2 million.

Net sales of concrete forming systems decreased 6.4% to $59.2 million for the
first half of 2002 compared to $63.2 million in the first half of 2001. This was
also due to unfavorable volume and pricing as the concrete forming systems
markets were weaker in the first half of 2002 compared to 2001.

Net sales of paving products increased $1.5 million, or 5.9%, in the first half
of 2002 compared to the first half of 2001 due to an increase in volume as a
result of the Transportation Equity Act for the 21st Century, known as TEA-21.

GROSS PROFIT

Gross profit for the first half of 2002 was $63.1 million, a decrease of $5.4
million from $68.5 million in the first half of 2001. This was due to the
unfavorable sales volume and pricing discussed previously, offset partially by
the cost savings realized from the implementation of the 2001 and 2002 facility
closing and severance plans.

                                       28
<PAGE>
Gross margin was 34.1% in the first half of 2002, decreasing from 35.2% last
year. This was due to the unfavorable sales volume and unfavorable pricing, both
of which are attributable to our markets being weaker in 2002 compared to 2001.
Gross margins were also unfavorably impacted by a shift in the mix of products
sold, as paving products have lower gross margins. These were offset partially
by the cost savings realized from the implementation of the 2001 and 2002
facility closing and severance plans.

OPERATING EXPENSES

Selling, general, and administrative expenses ("SG&A expenses") decreased $5.8
million to $46.0 million in the first half of 2002, from $51.8 million in the
first half of 2001, primarily due to the cost savings realized from the
implementation of the 2001 and 2002 facility closing and severance plans and the
receipt of approximately $0.4 million, net of recovery expenses, from Royal
Surplus Lines Insurance Co. to cover certain costs related to the EFCO
litigation. These factors were offset partially by the increased SG&A expenses
as a result of the BarLock acquisition.

During the second quarter of 2002, we approved and began implementing plans to
exit one of our distribution facilities and to reduce overall headcount in order
to keep our cost structure in alignment with our net sales. The total
anticipated cost of the facility closure and severance is $0.4 million, and is
to encompass approximately eight employee terminations. The total estimated exit
costs are comprised of approximately $0.2 million related to employee
involuntary termination benefits, and approximately $0.2 million related to
lease termination costs and other post-closing maintenance costs. Accordingly,
we recorded a facility closing and severance expense of approximately $0.4
million in the first half of 2002. Of the amounts accruable at the time of the
plan's approval, approximately $0.3 million is included in "Other Accrued
Liabilities" in the accompanying June 28, 2002 consolidated balance sheet.

At the end of the second quarter of 2002, plans were also being developed to
further reduce employee headcount throughout the Company. Since these plans were
not yet fully developed, no facility closing and severance costs were reflected
at the end of the second quarter of 2002, but these will be reflected in the
third quarter results for 2002.

During 2001, we approved and began implementing plans to exit certain
manufacturing and distribution facilities and to reduce overall headcount in
order to keep our cost structure in alignment with our net sales. The total
anticipated cost of the facility closures and severance was $4.7 million, and
was to encompass approximately 200 employee terminations. Of this amount,
approximately $3.3 million was expensed during the second quarter of 2001. The
total estimated exit costs were comprised of approximately $1.7 million related
to employee involuntary termination benefits, approximately $0.7 million related
to lease termination costs, approximately $1.0 million related to relocation
activities and approximately $1.2 million related to other post-closing
maintenance costs. As a result of the continued implementation of the plans, we
incurred approximately $0.2 million of facility closing and severance expense in
2002, which is related primarily to facility relocation activities. Of the
amounts accruable at the time of the plans' approval, approximately $1.1 million
is included in "Other Accrued Liabilities" in the accompanying June 28, 2002
consolidated balance sheet.

                                       29
<PAGE>
Below is a summary of the amounts charged against the facility closing and
severance reserves in 2002:

<TABLE>
<CAPTION>
                                                            Six Fiscal
                                                            Months Ended
                                                            June 28, 2002
                                                            ---------------
<S>                                                         <C>
Balance at December 31, 2001                                      $2.9

Facility Closing and Severance Expense                             0.6

Items Charged Against Reserve:
     Involuntary Termination Costs                                (0.9)
     Lease Termination Costs                                      (0.3)
     Other Post-Closing Costs                                     (0.9)
                                                            ---------------
Balance at June 28, 2002                                          $1.4
                                                            ===============
</TABLE>

Amortization of goodwill and intangibles decreased to $0.2 million in the first
half of 2002 from $2.0 million in the first half of 2001 due to the adoption of
Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other
Intangible Assets." This statement precludes amortization of goodwill for
periods beginning after December 15, 2001. Instead, an annual review of the
recoverability of the goodwill and intangible assets is required. Certain other
intangible assets continue to be amortized over their estimated useful lives.
The adoption of the new accounting standard will result in a reduction in annual
amortization expense of approximately $3.7 million. The amount of amortization
expense recognized in the first half of 2001, which was not recognized in the
first half of 2002 was approximately $1.8 million.

OTHER EXPENSES

Interest expense decreased to $16.4 million in the first half of 2002 from
$17.7 million in the first half of 2001 due to lower interest rates in the first
half of 2002 compared to 2001, offset partially by increased long-term debt
resulting from the acquisition of BarLock in June 2001.

LOSS BEFORE INCOME TAXES

Loss before income taxes in the first half of 2002 was $0.2 million as compared
to a loss of $6.4 million in the first half of 2001 and was comprised of the
following:

<TABLE>
<CAPTION>
                                            Six Fiscal Months Ended
                                       ---------------------------------
                                          June 28,             June 29,
                                            2002                 2001
                                       ----------------  ---------------
<S>                                    <C>               <C>
Concrete accessories                     $ 9,079               $ 5,393
Concrete forming systems                  (3,111)               (5,845)
Paving products                              955                 1,308
Corporate                                 (3,070)               (3,238)
Intersegment eliminations                 (4,053)               (3,992)
                                       ----------------  ---------------
Income before income taxes               $  (200)              $(6,374)
                                       ================  ===============
</TABLE>

                                       30
<PAGE>
Concrete accessories' income before income taxes of $9.1 million in the first
half of 2002 increased from $5.4 million in the first half of 2001. This was due
to the benefit of the cost reduction initiatives implemented by management, the
benefit provided from the acquisition of BarLock, the reduction in amortization
expense with the adoption of SFAS No. 142, and lower interest expense as a
result of lower interest rates. In addition, the facility closing and severance
charge recorded in the first half of 2001 was $2.9 million compared to $0.4
million in the first half of 2002.  These were offset partially by the decreased
sales volume, unfavorable pricing and unfavorable mix in the existing business
due to weaker markets in 2002 compared to 2001.

Concrete forming systems' loss before income taxes was $3.1 million in the first
half of 2002 compared to a loss of $5.8 million in the first half of 2001. This
was due to the benefit of the cost reduction initiatives implemented by
management and lower interest expense as a result of lower interest rates. These
were offset partially by the decreased sales volume, unfavorable pricing and
unfavorable mix in the existing business due to weaker markets in 2002 compared
to 2001.

Income before income taxes from paving products decreased to $1.0 million in the
first half of 2002 from $1.3 million in the first half of 2001. This was due
primarily to an unfavorable mix of product sales, as well as higher interest
expense as a result of higher average borrowings in 2002. The increase in
average borrowings was due primarily to an inventory build as a result of the
first quarter 2002 delays in releasing state funding for highway construction
projects and delays in activity on some larger airport runway projects, and
increased spending on the construction of a new manufacturing facility in
Birmingham, AL. These were partially offset by the benefit of increased net
sales volume in the first half of 2002.

Corporate expenses decreased to $3.1 million in the first half of 2002 from $3.2
million in the first half of 2001 as a result of the cost reduction initiatives
implemented by management.

Elimination of profit on intersegment sales was $4.1 million in the first half
of 2002 compared to $4.0 million in the first half of 2001.

NET LOSS BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

The effective tax rate decreased to 40.0% in the first half of 2002 from 47.5%
in the first half of 2001. The reduction in the effective tax rate is due to the
adoption of SFAS No. 142, which eliminated non-deductible goodwill amortization
in the first half of 2002. Net loss before cumulative effect of change in
accounting principle for the first half of 2002 was $0.1 million compared to a
loss of $3.3 million in the first half of 2001 due to the factors described
above.

                                       31
<PAGE>
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and
No. 142 "Goodwill and Other Intangible Assets."  SFAS No. 141 revises the
accounting for future business combinations to only allow the purchase method
of accounting. In addition, the two statements preclude amortization of
goodwill for periods beginning after December 15, 2001. Instead, an annual
review of the recoverability of the goodwill and intangible assets is required.
Certain other intangible assets continue to be amortized over their estimated
useful lives.

We adopted SFAS No. 142 effective January 1, 2002. As a result of adopting SFAS
No. 142, we recorded a non-cash charge in the first half of 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 does not affect our ongoing operations. The goodwill arose from the
acquisitions of Dur-O-Wal in 1995, Southern Construction Products in 1999, and
Polytite in 2000, all of which manufacture and sell metal accessories used in
masonry construction. The masonry products market has experienced weaker markets
and significant price competition, which has had a negative impact on the
product line's earnings and fair value.

The following is a reconciliation from reported net loss to net loss adjusted
for the amortization of goodwill:

<TABLE>
<CAPTION>
                                                     Six Fiscal Months Ended
                                                    -------------------------
                                                      June 28,      June 29,
                                                        2002          2001
                                                    -----------  ------------
<S>                                                 <C>          <C>
Net loss before cumulative effect of change in
   accounting principle, as reported                   $(120)      $(3,346)
Amortization of goodwill, net of tax benefit              -          1,688
                                                    -----------  ----------
Net loss before cumulative effect of change in
    accounting principle, as adjusted                  $(120)      $(1,658)
                                                    ===========  ============
</TABLE>

NET LOSS

The net loss for the first half of 2002 was $17.3 million compared to a loss of
$3.3 million in the first half of 2001 due to the factors described above.

                                       32
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Our key statistics for measuring liquidity and capital resources are net cash
provided by operating activities, capital expenditures, amounts available under
the revolving credit facility and cash gap, which is used to control working
capital. Cash gap is defined as the number of days of outstanding accounts
receivable, plus the number of days of inventory on hand, less the number of
days of outstanding accounts payable.

Our capital requirements relate primarily to capital expenditures, debt service
and the cost of acquisitions. Historically, our primary sources of financing
have been cash from operations, borrowings under our revolving line of credit
and the issuance of long-term debt and equity.

Net cash used in operating activities in the first half of 2002 was $25.5
million and was comprised of the following:

<TABLE>
<S>                                                                               <C>
Net loss $ (17.3) Adjustments to reconcile net loss to net cash used in
operating activities:
  Depreciation                                                                        10.0
  Amortization of goodwill and intangibles                                             0.2
  Cumulative effect of change in accounting principle                                 17.1
  Deferred income taxes                                                                0.2
  Amortization of deferred financing costs and debt discount                           1.2
  Gain on sales of rental equipment and property, plant and equipment                 (8.0)
 Changes in assets and liabilities, net of effects of acquisitions:
  Accounts receivable                                                                (18.7)
  Inventories                                                                         (7.5)
  Accounts payable                                                                     5.0
  Accrued liabilities and other long-term liabilities                                (10.2)
  Other, net                                                                           2.5
                                                                                  --------
     Net cash used in operating activities                                         $ (25.5)
                                                                                  ========
</TABLE>

Our investing activities consisted of net proceeds from the sales of fixed
assets and rental equipment of $0.8 million in the first half of 2002,
compared to net capital expenditures of $6.8 million in the first half of 2001.

As of June 28, 2002, we had long-term debt of $316.6 million, comprised of: (a)
$170.0 million in principal amount of Senior Subordinated Notes, with a net book
value of $159.2 million, (b) $156.2 million outstanding of a $202.0 million
credit facility, which consists of a $50.0 million revolving credit facility, a
$30.0 million acquisition facility, a $23.5 million term loan under the tranche
A facility and a $98.5 million term loan under the tranche B facility, (c) $1.1
million of debentures previously held by the Dayton Superior Capital Trust, and
(d) a $0.1 million note to the City of Parsons, Kansas.

At June 28, 2002, we had outstanding letters of credit of $6.3 million, and we
had available borrowings of $15.8 million under our revolving credit facility.
Approximately $9.3 million of the $30.0 million acquisition facility, $21.1
million of the $23.5 million tranche A facility, and $98.0 million of the $98.5
million tranche B facility were outstanding.

                                       33
<PAGE>
Our net borrowings for the first six months of 2002 were $24.3 million, which
was primarily due to the seasonal build in working capital.

At June 28, 2002, working capital was $83.5 million, compared to $56.9 million
at December 31, 2001. The increase in working capital is attributable to normal
seasonal working capital growth.

For the first half of 2002, our average cash gap days were 73, which is five
days unfavorable from the 68 days reported in the first half of 2001. This is
primarily due to increased inventory in the paving products segment because of
the early 2002 delays in activity on some highway construction and airport
runway projects. We expect this paving inventory to return to 2001 levels by
year-end 2002.

We believe our liquidity, capital resources and cash flows from operations are
sufficient to fund planned capital expenditures, working capital requirements
and debt service in the absence of additional acquisitions. As previously
discussed in the "Results of Operations," we have experienced weakness in demand
for some of our products as a result of general economic conditions.  If
economic conditions do not improve in the second half of 2002, we may elect to
seek approval from the lenders under our credit facility to modify the financial
ratios applicable to future periods.

We intend to fund future acquisitions with cash, securities, or a combination of
cash and securities, to the extent we use cash for all or part of any
acquisitions. We expect to raise such cash from operations or from borrowings
under our credit facility or, if feasible and attractive, issuances of long-term
debt or additional common shares.

SEASONALITY

Our operations are seasonal in nature with approximately 55% of sales
historically occurring in the second and third quarters. Working capital and
borrowings fluctuate with sales volume.

INFLATION

We do not believe inflation had a significant impact on our operations over the
past two years. In the past, we have been able to pass along all or a portion of
the effect of increases in the price of steel, our principal raw material. There
can be no assurance we will be able to continue to pass on the cost of such
increases in the future. The United States has recently imposed tariffs on
certain steel imported into the United States, which may have the effect of
increasing steel prices. At this point, we are unable to determine the impact
that these tariffs will have on our results of operations.

FORWARD-LOOKING STATEMENTS

This Form 10-Q includes, and future filings by us on Form 10-K, Form 10-Q, and
Form 8-K, and future oral and written statements by us and our management may
include certain forward-looking statements, including (without limitation)
statements with respect to anticipated future operating and financial
performance, growth opportunities and growth rates, acquisition and divestitive
opportunities and other similar forecasts and statements of expectation. Words
such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates" and "should," and variations of these words and similar expressions,
are intended to identify these forward-looking statements. Forward-looking
statements by us and our management are based on estimates, projections, beliefs
and assumptions of management and are not guarantees of future performance. We
disclaim any obligation to

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update or revise any forward-looking statement based on the occurrence of future
events, the receipt of new information, or otherwise.

Actual future performance, outcomes and results may differ materially from those
expressed in forward-looking statements made by us and our management as the
result of a number of important factors. Representative examples of these
factors include (without limitation) the cyclical nature of nonresidential
building and infrastructure construction activity, which can be affected by
factors outside our control such as weakness in the general economy, a decrease
in governmental spending, interest rate increases, and changes in banking and
tax laws; our ability to successfully identify, finance, complete and integrate
acquisitions; increases in the price of steel (our principal raw material) and
our ability to pass along such price increases to our customers; the effects of
weather and seasonality on the construction industry; increasing consolidation
of our customers; the mix of products we sell; the competitive nature of our
industry; and the amount of debt we must service. This list is not intended to
be exhaustive, and additional information can be found in our annual report on
Form 10-K for the year ended December 31, 2001. In addition to these factors,
actual future performance, outcomes and results may differ materially because of
other, more general, factors including (without limitation) general industry and
market conditions and growth rates, domestic economic conditions, governmental
and public policy changes and the continued availability of financing in the
amounts, at the terms and on the conditions necessary to support our future
business.

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

At June 28, 2002, we had financial instruments that were sensitive to changes in
interest rates. These financial instruments consist of $170.0 million of
principal amount of fixed rate Senior Subordinated Notes, with a book value of
$159.2 million, a $202.0 million credit facility, of which $156.2 million was
outstanding, and $1.2 million in other fixed-rate, long-term debt.

The Senior Subordinated Notes bear interest at 13.0% on the $170.0 million of
principal and mature in 2009. The estimated fair value of the notes approximates
the face value.

Our credit facility has several interest rate options, which re-price on a
short-term basis. Accordingly, the fair value of the credit facility
approximates its $156.2 million face value. The interest rates at June 28, 2002
range from 4.7% to 5.2%.

Other long-term debt consists of a.) $1.1 million of debentures previously held
by the Dayton Superior Capital Trust, with a fair value of $1.8 million and b.)
a $0.1 million, 7.0% loan due in installments of $32 thousand per year with an
estimated fair value of $0.1 million.

In the ordinary course of our business, we also are exposed to price changes in
raw materials (particularly steel bar and rod and steel flat plate) and products
purchased for resale. The prices of these items can change significantly due to
changes in the markets in which our suppliers operate. We generally do not use
financial instruments to manage our exposure to changes in commodity prices.

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PART II. -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

As described in Dayton Superior's Annual Report on Form 10-K for the year ended
December 31, 2001, Dayton Superior's Symons Corporation subsidiary is a
defendant in a declaratory judgment action filed in the California Superior
Court in San Francisco by Royal Surplus Lines Insurance Co., Symons' primary
insurance carrier, and Symons' excess insurance carriers. The insurance carriers
are seeking a declaration that Symons is not entitled to insurance coverage
under their policies for the claims made by Symons to recover certain defense
costs and damages paid by Symons in 1999 in a civil action brought by EFCO Corp.
The excess insurance carriers have not asserted claims that would entitle them
to the award of damages against Symons.

In June 2002, Symons settled its claims against Royal. In addition to the $0.2
million partial payment that Royal had paid to Symons in 1999 in the defense of
the underlying EFCO case, Royal paid an additional approximately $1.9 million
($1.1 million net of recovery costs) to Symons in the fourth quarter of 2001,
after deducting the self-insured retention required under the insurance policy.
In June of 2002, Royal paid an additional approximately $0.8 million ($0.4
million net of recovery costs) to Symons in final settlement of its defense and
indemnity obligations under its primary insurance policies. Under the terms of
the final settlement, Royal gave up its right to reclaim any amounts it has paid
to Symons. Symons is proceeding against the excess insurance carriers in this
lawsuit to recover certain amounts it paid in the EFCO case.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits. See Index to Exhibit following the signature page to this report
    for a list of Exhibits.

(b) Reports on Form 8-K. During the quarter ended June 28, 2002, we filed the
    following Current Reports on Form 8-K:

    Current Report on Form 8-K dated June 10, 2002, reporting under Item 4
    (Changes in Registrant's Certifying Accountant) the dismissal of Arthur
    Andersen LLP as our independent accountants and the engagement of Deloitte &
    Touche LLP as our independent accountants for the year ending December 31,
    2002.

    Current Report on Form 8-K dated June 21, 2002, reporting under Item 5
    (Other Events) announcing the naming of Stephen R. Morrey as chief executive
    officer, effective July 15, 2002.

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       SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            DAYTON SUPERIOR CORPORATION

         DATE: August 9, 2002               BY:  /s/  Alan F. McIlroy
               --------------                         -----------------------

                                                  Alan F. McIlroy
                                                     Vice President and
                                                     Chief Financial Officer

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                                INDEX TO EXHIBITS
                                -----------------

Exhibit No.       Description
-----------       -----------

(10) Material Contracts

         10.1   Form of Amended and Restated Stock Option Agreement entered into
                between Dayton Superior Corporation and certain of its executive
                officers

         10.2   Employment Agreement dated and effective June 12, 2002 by and
                between Dayton Superior Corporation and Stephen R. Morrey

(99)  Additional Exhibits

         99.1   Sarbanes-Oxley certification of President and Chief
                Executive Officer.

         99.2   Sarbanes-Oxley certification of Vice President and Chief
                Financial Officer.


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