##### Table of Contents



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 NUMBERMarch 30, 2007
    
    1-11781
 DAYTON SUPERIOR CORPORATION
 
  DELAWARE
    
    31-0676346(State or other jurisdiction of
    
    (I.R.S. EmployerIncorporation or organization)
    
    Identification No.)7777 Washington Village Dr., Suite 130Dayton, Ohio
    
    45459(Address of principal
    
    (Zip Code)executive offices)
 937-428-6360
  
  þ o
  o o þ
 o þ




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TABLE OF CONTENTS  Part I.  Financial InformationItem 1  Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market Risk.Item 4. Controls and Procedures.Part II.  Other InformationItem 2. Unregistered Sales of Equity Securities and Use of Proceeds.Item 6. ExhibitsSIGNATURESINDEX OF EXHIBITSEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 Part I.  Financial Information
 
 Item 1  Financial Statements
 
 March 30,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    26,813Accounts receivable, net of allowances for doubtful accounts and
sales returns and allowances of $5,194 and $5,430
    
    
    69,072
    
    
    
    71,548Inventories
    
    
    70,464
    
    
    
    58,396Prepaid expenses and other current assets
    
    
    8,282
    
    
    
    5,907Prepaid income taxes
    
    
    704
    
    
    
    320Total current assets
    
    
    148,522
    
    
    
    162,984Rental equipment, net of accumulated depreciation of $66,161and $63,469
    
    
    67,235
    
    
    
    63,766Property, plant and equipment, net of accumulated depreciation of
$59,003 and $57,932
    
    
    47,722
    
    
    
    45,697Goodwill
    
    
    43,643
    
    
    
    43,643Intangible assets, net of accumulated amortization
    
    
    4,351
    
    
    
    5,062Other assets
    
    
    997
    
    
    
    483Total assets
    
    $
    312,470
    
    
    $
    321,635LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Current maturities of long-term debt
    
    $
    3,051
    
    
    $
    2,551Accounts payable
    
    
    33,976
    
    
    
    40,883Accrued compensation and benefits
    
    
    12,924
    
    
    
    18,001Accrued interest
    
    
    6,615
    
    
    
    6,234Accrued freight
    
    
    5,292
    
    
    
    4,849Other accrued liabilities
    
    
    8,142
    
    
    
    9,111Total current liabilities
    
    
    70,000
    
    
    
    81,629Revolving credit facility
    
    
    6,950
    
    
    
    Other long-term debt, net of current portion
    
    
    320,291
    
    
    
    319,899Deferred income taxes
    
    
    11,354
    
    
    
    11,354Other long-term liabilities
    
    
    9,419
    
    
    
    10,297Total liabilities
    
    
    418,014
    
    
    
    423,179Stockholders deficit:Common stock, $0.01 par value, 100,000 shares authorized, 19,038
and 18,773 shares issued and outstanding, 754 unvested
    
    
    190
    
    
    
    188Additional paid-in capital
    
    
    204,852
    
    
    
    201,602Loans to stockholders
    
    
    (1,437
    )
    
    
    (2,268
    )Accumulated other comprehensive loss
    
    
    (905
    )
    
    
    (981
    )Accumulated deficit
    
    
    (308,244
    )
    
    
    (300,085
    )Total stockholders deficit
    
    
    (105,544
    )
    
    
    (101,544
    )Total liabilities and stockholders deficit
    
    $
    312,470
    
    
    $
    321,635
 
 2




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##### Table of Contents



Three Fiscal Months EndedMarch 30,
    
    
    March 31,2007
    
    
    2006Product sales
    
    $
    80,176
    
    
    $
    83,224Rental revenue
    
    
    14,573
    
    
    
    13,263Used rental equipment sales
    
    
    4,273
    
    
    
    4,844Net sales
    
    
    99,022
    
    
    
    101,331Product cost of sales
    
    
    60,432
    
    
    
    65,482Rental cost of sales
    
    
    8,093
    
    
    
    7,939Used rental equipment cost of sales
    
    
    1,126
    
    
    
    1,417Cost of sales
    
    
    69,651
    
    
    
    74,838Product gross profit
    
    
    19,744
    
    
    
    17,742Rental gross profit
    
    
    6,480
    
    
    
    5,324Used rental equipment gross profit
    
    
    3,147
    
    
    
    3,427Gross profit
    
    
    29,371
    
    
    
    26,493Selling, general and administrative expenses
    
    
    25,153
    
    
    
    23,600Facility closing and severance expenses
    
    
    368
    
    
    
    251Stock compensation expense
    
    
    659
    
    
    
    26(Gain) loss on disposals of property,
plant, and equipment
    
    
    83
    
    
    
    (669
    )Amortization of intangibles
    
    
    46
    
    
    
    151Income from operations
    
    
    3,062
    
    
    
    3,134Other expensesInterest expense
    
    
    11,185
    
    
    
    12,156Interest income
    
    
    (135
    )
    
    
    (19
    )Other expense (income)
    
    
    112
    
    
    
    (52
    )Loss before provision for income taxes
    
    
    (8,100
    )
    
    
    (8,951
    )Provision for income taxes
    
    
    59
    
    
    
    124Net loss
    
    $
    (8,159
    )
    
    $
    (9,075
    )Basic net loss per common share
    
    $
    (0.45
    )
    
    $
    (0.92
    )Average number of shares of common stock
outstanding
    
    
    18,209
    
    
    
    9,917Diluted net loss per common share
    
    $
    (0.45
    )
    
    $
    (0.92
    )Average number of shares of common stock
and equivalents outstanding
    
    
    18,209
    
    
    
    9,917
 
 3




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##### Table of Contents



Three Fiscal Months EndedMarch 30,
    
    
    March 31,2007
    
    
    2006Cash Flows From Operating Activities:Net loss
    
    $
    (8,159
    )
    
    $
    (9,075
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation
    
    
    5,847
    
    
    
    5,544Amortization of intangibles
    
    
    46
    
    
    
    151Stock compensation expense
    
    
    659
    
    
    
    26Deferred income taxes
    
    
    
    
    
    
    (9
    )Amortization of deferred financing costs and debt discount
    
    
    1,504
    
    
    
    1,457Amortization of deferred gain on sale-leaseback transactions
    
    
    (403
    )
    
    
    (871
    )Gain on sales of rental equipment
    
    
    (3,147
    )
    
    
    (3,427
    )(Gain) loss on sales of property, plant and equipment
    
    
    215
    
    
    
    (8
    )Changes in assets and liabilities:Accounts receivable
    
    
    2,476
    
    
    
    (4,851
    )Inventories
    
    
    (12,068
    )
    
    
    (3,098
    )Prepaid expenses and other assets
    
    
    (3,017
    )
    
    
    (1,142
    )Accounts payable
    
    
    (3,070
    )
    
    
    (3,041
    )Accrued liabilities and other long-term liabilities
    
    
    (5,697
    )
    
    
    (1,641
    )Net cash used in operating activities
    
    
    (24,814
    )
    
    
    (19,985
    )Cash Flows From Investing Activities:Property, plant and equipment additions
    
    
    (5,036
    )
    
    
    (1,744
    )Proceeds from sales of property, plant and equipment
    
    
    5
    
    
    
    Rental equipment additions
    
    
    (9,028
    )
    
    
    (5,790
    )Proceeds from sales of rental equipment
    
    
    4,273
    
    
    
    4,844Net cash used in investing activities
    
    
    (9,786
    )
    
    
    (2,690
    )Cash Flows From Financing Activities:Borrowings under revolving credit facility
    
    
    10,475
    
    
    
    43,000Repayments of revolving credit facility
    
    
    (3,525
    )
    
    
    (19,500
    )Repayments of other long-term debt
    
    
    (207
    )
    
    
    (799
    )Financing costs incurred
    
    
    (594
    )
    
    
    Changes in loans to stockholders
    
    
    831
    
    
    
    (9
    )Issuance of shares of common stock
    
    
    731
    
    
    
    Net cash provided by financing activities
    
    
    7,711
    
    
    
    22,692Effect of Exchange Rate Changes on Cash and Cash Equivalents
    
    
    76
    
    
    
    (17
    )Net Decrease in cash and cash equivalents
    
    
    (26,813
    )
    
    
    Cash and cash equivalents, beginning of period
    
    
    26,813
    
    
    
    Cash, end of period
    
    $
    
    
    
    $
    Supplemental Disclosures:Cash paid for income taxes
    
    $
    93
    
    
    $
    89Cash paid for interest
    
    
    9,300
    
    
    
    10,357Property, plant and equipment and rental equipment additions in accounts
payable
    
    
    2,223
    
    
    
    1,683
 
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Three Fiscal Months EndedMarch 30, 2007
    
    
    March 31, 2006Net loss
    
    $
    (8,159
    )
    
    $
    (9,075
    )Other comprehensive gain
(loss):Foreign currency translation
adjustment
    
    
    76
    
    
    
    (17
    )Comprehensive loss
    
    $
    (8,083
    )
    
    $
    (9,092
    )
 
 5




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##### Table of Contents



Dayton Superior Corporation and Subsidiary
Notes to Condensed Consolidated Financial Statements
($ in thousands, except per share amounts)
(Unaudited)
 (1) Consolidated Financial Statements
  (2) Accounting Policies
  (a)
    
    Fiscal Quarter  The Companys fiscal year end is December 31. The Companys
fiscal quarters are defined as the 13-week periods ending on a Friday near 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 March 30, 2007 and
December 31, 2006:
 March 30, 2007
    
    
    December 31, 2006Raw materials
    
    $
    18,205
    
    
    $
    14,095Work in progress
    
    
    3,084
    
    
    
    2,282Finished goods
    
    
    49,175
    
    
    
    42,019Total Inventory
    
    $
    70,464
    
    
    $
    58,396
 (c)
    
    Loss Per Share of Common Stock  Basic loss per share of common stock is
computed by dividing net loss by the weighted average number of vested shares of common
stock outstanding during the period. Diluted EPS is computed by dividing net loss by the
weighted average number of shares of common stock and common stock equivalents outstanding,
if dilutive, during each period. The Companys common stock equivalents consist of unvested shares, warrants, and stock options, and their effect is calculated using the treasury
stock method. For the three months ended March 30, 2007 and March 31, 2006, common stock
equivalents of 1,015,166 and 252,483 respectively, were not included as their effect would
have been anti-dilutive.
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##### Table of Contents



(d)
    
    New Accounting Pronouncements  In June 2006, the Financial Accounting
Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, which prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a
tax return. This Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure, and transition. The
Company complied with the provisions of Interpretation No. 48 as of January 1, 2007. The
Company files income tax returns in the United States, Canada, and various state and
provincial jurisdictions. The Company is subject to U.S. Federal examination for 2003
through 2005, and other jurisdictions for 1999 through 2005. Use of net operating losses
from years prior to these may re-open the examination period for those years. The Company
recognizes interest and penalties as a component of provision for income taxes. Due to net
operating loss and related valuation allowance, the adoption of Interpretation No. 48 did
not have a material impact on the consolidated financial statements. The amount of unrecognized tax benefit from uncertain tax positions as of January 1, 2007, was not material and no material changes occurred related to the unrecognized tax benefit for the three months ended March 30, 2007. The Company does not
expect any material changes in its uncertain tax positions for the remainder of 2007.In September 2006, the FASB issued Statement of Financial Accounting Standard (SFAS) No.
157, Fair Value Measurements. This Statement defines fair value, establishes a framework for
measuring fair value in accordance with generally accepted accounting principles, and
expands disclosures about fair value measurements. This Statement applies under other
accounting pronouncements that require or permit fair value measurements. This Statement
does not require any new fair value measurements. The Company will be required to comply
with Statement No. 157 as of the first annual period that begins after November 15, 2007.
The Company has not determined the impact that Statement No. 157 will have on its
consolidated financial statements.In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities. This Statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. The Company will be required to comply
with Statement No. 159 as of the first annual period that begins after November 15, 2007.
The Company has not determined the impact that Statement No. 159 will have on its
consolidated financial statements.
 (3) Credit Arrangements
   Three fiscal months endedMarch 30, 2007
    
    March 31, 2006Revolving Credit Facility:Average borrowings
    
    $
    1,444
    
    
    $
    59,282Maximum borrowing
    
    
    10,175
    
    
    
    72,950Weighted average interest rate
    
    
    58.1
    %
    
    
    7.6
    %
  7




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##### Table of Contents



March 30,
    
    
    December 31,2007
    
    
    2006Senior Second Secured Notes, interest rate of 10.75%
    
    $
    165,000
    
    
    $
    165,000Debt discount on Senior Second Secured Notes
    
    
    (2,760
    )
    
    
    (3,208
    )Senior Subordinated Notes, interest rate of 13.0%
    
    
    154,729
    
    
    
    154,729Debt discount on Senior Subordinated Notes
    
    
    (4,319
    )
    
    
    (4,746
    )Senior notes payable to seller of Safway,
non-interest bearing, accreted at 6.0% (secured) to
14.5% (unsecured)
    
    
    7,508
    
    
    
    7,286Debentures previously held by Dayton Superior
Capital Trust, interest rate of 9.1%, due on demand
    
    
    1,056
    
    
    
    1,063Capital lease obligations
    
    
    2,128
    
    
    
    2,326Total long-term debt
    
    
    323,342
    
    
    
    322,450Less current maturities
    
    
    (3,051
    )
    
    
    (2,551
    )Long-term portion
    
    $
    320,291
    
    
    $
    319,899
   (4) Stock Option Plans
   Accounting for Stock-Based Compensation
 8




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##### Table of Contents



Weighted
    
    
    Unvested
    
    
    Weighted
    
    
    AggregateNumber of
    
    
    Average Exercise
    
    
    Number of
    
    
    Average Grant-
    
    
    IntrinsicShares
    
    
    Price Per Share
    
    
    Shares
    
    
    Date Value
    
    
    ValueOutstanding at
December 31, 2006
    
    
    859,445
    
    
    $
    11.93
    
    
    
    592,790
    
    
    $
    3.02
    
    
    $
    293Forfeited
    
    
    (106,154
    )
    
    
    12.51
    
    
    
    (106,154
    )
    
    
    3.29Outstanding at
March 30, 2007
    
    
    753,291
    
    
    $
    11.85
    
    
    
    486,636
    
    
    $
    2.96
    
    
    $
    97
     (5) Retirement Plans
    Symons
    
    
    SymonsPension
    
    
    Pension
    
    
    Postretirement
    
    
    PostretirementBenefits 2007
    
    
    Benefits 2006
    
    
    Benefits 2007
    
    
    Benefits 2006Service cost
    
    $
    172
    
    
    $
    175
    
    
    $
    
    
    
    $
    Interest cost
    
    
    205
    
    
    
    188
    
    
    
    7
    
    
    
    7Expected return on plan assets
    
    
    (243
    )
    
    
    (207
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    2
    
    
    
    3
    
    
    
    6
    
    
    
    6Amortization of net loss
    
    
    19
    
    
    
    33
    
    
    
    (2
    )
    
    
    (3
    )Net periodic benefit cost
    
    $
    155
    
    
    $
    192
    
    
    $
    11
    
    
    $
    10
 9




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(6) Segment Reporting
       Three Fiscal Months EndedMarch 30, 2007
    
    
    March 31, 2006Product sales
    
    $
    80,176
    
    
    $
    83,224Rental revenue
    
    
    14,573
    
    
    
    13,263Used rental equipment sales
    
    
    4,273
    
    
    
    4,844Net sales
    
    
    99,022
    
    
    
    101,331Product cost of sales
    
    
    60,432
    
    
    
    65,482Rental cost of sales
    
    
    8,093
    
    
    
    7,939Used rental equipment cost of sales
    
    
    1,126
    
    
    
    1,417Cost of sales
    
    
    69,651
    
    
    
    74,838Product gross profit
    
    
    19,744
    
    
    
    17,742Rental gross profit
    
    
    6,480
    
    
    
    5,324Used rental equipment gross profit
    
    
    3,147
    
    
    
    3,427Gross profit
    
    $
    29,371
    
    
    $
    26,493Depreciation Expense:Product sales (property, plant, and
equipment)
    
    $
    1,284
    
    
    $
    1,152Rental Revenue (rental equipment)
    
    
    3,984
    
    
    
    4,089Corporate
    
    
    579
    
    
    
    303Total depreciation
    
    $
    5,847
    
    
    $
    5,544
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##### Table of Contents



(7) Provision for Income Taxes
  11




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion should be read in conjunction with our consolidated financial
statements and the related notes included elsewhere in this document. This discussion contains
forward-looking statements that involve risks and uncertainties. See ''Risk Factors included
elsewhere in this document for a discussion of important factors that could cause actual results to
differ materially from those described or implied by the forward-looking statements contained in
this discussion. Please refer to ''Cautionary Note Concerning Forward-Looking Statements included
elsewhere in this document.
 Overview
  
    
    infrastructure projects, such as highways, bridges, airports, power plants and water
management projects;
    
    institutional projects, such as schools, stadiums, hospitals and government buildings;
and
    
    commercial projects, such as retail stores, offices, and recreational, distribution and
manufacturing facilities.
   12




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##### Table of Contents



Results of Operations
  Three fiscal months endedMarch 30, 2007
    
    
    March 31, 2006Product sales
    
    
    81.0
    %
    
    
    82.1
    %Rental revenue
    
    
    14.7
    
    
    
    13.1Used rental equipment sales
    
    
    4.3
    
    
    
    4.8Net sales
    
    
    100.0
    
    
    
    100.0Product cost of sales
    
    
    75.4
    
    
    
    78.7Rental cost of sales
    
    
    55.5
    
    
    
    59.9Used rental equipment cost of sales
    
    
    26.4
    
    
    
    29.3Cost of sales
    
    
    70.3
    
    
    
    73.9Product gross profit
    
    
    24.6
    
    
    
    21.3Rental gross profit
    
    
    44.5
    
    
    
    40.1Used rental equipment gross profit
    
    
    73.6
    
    
    
    70.7Gross profit
    
    
    29.7
    
    
    
    26.1Selling, general and administrative expenses
    
    
    25.4
    
    
    
    23.3Facility closing and severance expenses
    
    
    0.4
    
    
    
    0.2Stock compensation expense
    
    
    0.7
    
    
    
    (Gain) loss on disposals of property,
plant, and equipment
    
    
    0.1
    
    
    
    (0.7
    )Amortization of intangibles
    
    
    
    
    
    
    0.2Income from operations
    
    
    3.1
    
    
    
    3.1Interest expense
    
    
    11.3
    
    
    
    12.0Interest income
    
    
    (0.1
    )
    
    
    Other expense (income)
    
    
    0.1
    
    
    
    (0.1
    )Loss before provision for income taxes
    
    
    (8.2
    )
    
    
    (8.8
    )Provision for income taxes
    
    
    
    
    
    
    0.2Net loss
    
    
    (8.2
    %)
    
    
    (9.0
    %)
 Comparison of Three Fiscal Months Ended March 30, 2007 and March 31, 2006
 Net Sales
  Three fiscal months endedMarch 30, 2007
    
    
    March 31, 2006(In thousands)Net Sales
    
    
    %
    
    
    Net Sales
    
    
    %
    
    
    % ChangeProduct sales
    
    $
    80,176
    
    
    
    81.0
    %
    
    $
    83,224
    
    
    
    82.1
    %
    
    
    (3.7
    %)Rental revenue
    
    
    14,573
    
    
    
    14.7
    
    
    
    13,263
    
    
    
    13.1
    
    
    
    9.9Used rental equipment sales
    
    
    4,273
    
    
    
    4.3
    
    
    
    4,844
    
    
    
    4.8
    
    
    
    (11.8
    )Net sales
    
    $
    99,022
    
    
    
    100.0
    %
    
    $
    101,331
    
    
    
    100.0
    %
    
    
    (2.3
    %)
 13




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Gross Profit
     Operating Expenses
    Other Expenses
  14




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##### Table of Contents



Loss Before Income Taxes
  Provision for Income Taxes
  Net Loss
  Liquidity and Capital Resources
   ($ in thousands)
    
    Three Months EndedMarch 30,
    
    
    March 31,2007
    
    
    2006Capital expenditures:Additions to rental equipment
    
    $
    9,028
    
    
    $
    5,790Additions to property, plant & equipment
    
    
    5,036
    
    
    
    1,744Proceeds from sales of used rental equipment
    
    
    (4,273
    )
    
    
    (4,844
    )Proceeds from sales of PP&E
    
    
    (5
    )
    
    
    Net additions to rental equipment and property, plant, and equipment
    
    $
    9,786
    
    
    $
    2,690
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($ in millions)
    
    2007
    
    
    2006Net loss
    
    $
    (8.2
    )
    
    $
    (9.1
    )Non-cash adjustments
    
    
    4.8
    
    
    
    2.9Net loss after non-cash adjustments
    
    
    (3.4
    )
    
    
    (6.2
    )Changes in assets and liabilities
    
    
    (21.4
    )
    
    
    (13.8
    )Net cash used in operating activities
    
    $
    (24.8
    )
    
    $
    (20.0
    )
     16




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##### Table of Contents



($ in thousands)Senior Second Secured Notes, interest rate of 10.75%
    
    $
    165,000Debt discount on Senior Second Secured Notes
    
    
    (2,760
    )Senior Subordinated Notes, interest rate of 13.0%
    
    
    154,729Debt discount on Senior Subordinated Notes
    
    
    (4,319
    )Senior notes payable to seller of Safway, non-interest bearing,
accreted at 6.0% (secured) to 14.5% (unsecured)
    
    
    7,508Debentures previously held by Dayton Superior Capital Trust,
interest rate of 9.1%, due on demand
    
    
    1,056Capital lease obligations
    
    
    2,128Total long-term debt
    
    
    323,342Less current maturities
    
    
    (3,051
    )Long-term portion
    
    $
    320,291
  
    
    $26.8 million decrease in cash and cash equivalents from the normal
seasonal cash outflow from operating and investing activities, offset by
    
    $12.1 million increase in inventories due higher raw materials as a result
of making purchases prior to a cost increase and higher finished goods in anticipation
of strong second quarter sales,
    
    $6.9 million decrease in accounts payable primarily due to non-recurring
payables at December 31, 2006, for initial public offering issuance costs, financing
costs, and consultant fees, and
    
    $5.1 million decrease in accrued compensation and benefits due to the
payment of incentives and discretionary retirement contributions.
   Commitments
  Seasonality
  17




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##### Table of Contents



Inflation
  Stock Collateral Valuation  Senior Second Secured Notes
   18




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##### Table of Contents



DaytonSuperiorCanada Ltd.Net Income
    
    $
    973Provision for Income Taxes
    
    
    323Income before Provision for Income Taxes
    
    
    1,296Interest Income
    
    
    (53
    )Income from Operations
    
    
    1,243Depreciation Expense
    
    
    876Adjusted EBITDA
    
    
    2,119Multiple
    
    
    8.5Estimated Fair Value
    
    $
    18,012
   Critical Accounting Policies
  Forward-Looking Statements
  19




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##### Table of Contents




    
    depressed or fluctuating market conditions for our products and services;
    
    operating restrictions imposed by our existing debt;
    
    increased raw material costs and operating expenses;
    
    our ability to comply with environmental regulations and to absorb environmental
investigation, remediation and compliance costs;
    
    the loss of certain key customers;
    
    the loss of key personnel;
    
    exposure to the local business risks of our Mexican operations and foreign sourcing partners;
    
    conflicts of interest with our major shareholder;
    
    our ability to increase manufacturing efficiency, leverage our purchasing power and
broaden our distribution network;
    
    our ability to successfully identify, complete and integrate acquisitions;
    
    our ability to develop new products;
    
    the competitive nature of our industry in general, as well as our specific market areas;
    
    changes in prevailing interest rates and the availability of and terms of financing to
fund the anticipated growth of our business; and
    
    labor disturbances.
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
    
 Item 4. Controls and Procedures.
  20




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Part II.  Other Information
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 6. Exhibits


21



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##### Table of Contents



SIGNATURES
  DAYTON SUPERIOR CORPORATIONDATE: May 14, 2007
    BY:
    /s/ Edward J. PuisisEdward J. PuisisExecutive Vice President and     Chief Financial Officer 22




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##### Table of Contents



INDEX OF EXHIBITS
 Description
 Exhibit No.
    
    Description(10)
    
    Material Contracts10.1
    
    Form of indemnification Agreement
between the Company and Sidney J.
Nurkin [Incorporated by reference
to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed
March 21, 2007]
    
    10.2
    
    Form of Stock Option Agreement for
Outside Directors between the
Company [Incorporated by reference
to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed
April 23, 2007]
    
    *(31)
    
    Rule 13a-14(a)/15d-14(a) Certifications31.1
    
    Rule 13a-14(a)/15d-14(a)
Certification of President and
Chief Executive Officer
    
    **31.2
    
    Rule 13a-14(a)/15d-14(a)
Certification of Vice President and
Chief Financial Officer
    
    **(32)
    
    Section 1350 Certifications32.1
    
    Sarbanes-Oxley Section 1350
Certification of President and
Chief Executive Officer32.2
    
    Sarbanes-Oxley Section 1350
Certification of Vice President and
Chief Financial Officer
    
    **
**
 
 *
    
    Compensatory plan, contract or arrangement in which one or more directors or named executive
officers participate.**
    
    Filed herewith
    
    Previously filed 23