8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 14, 2008

Dayton Superior Corporation

(Exact name of Registrant as specified in its charter)

Delaware	1-11781	31-0676346
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

7777 Washington Village Drive, Dayton, Ohio	45459
(Address of principal executive offices)	(Zip code)

937-428-6360

(Registrant’s telephone number including area code)

Not applicable

(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On February 14, 2008, Dayton Superior Corporation (the "Company") issued a press release containing summary financial results for the fourth quarter and full year 2007. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On February 14, 2008, the management and Audit Committee of the Company concluded that certain of the Company’s previously issued financial statements listed below (the "Statements") should no longer be relied upon as a result of the Company’s determination that it had misapplied Statement of Financial Accounting Standard No. 109 ("SFAS 109"), Accounting for Income Taxes, and Statement of Financial Accounting Standard No. 95 ("SFAS 95"), Statement of Cash Flows in the periods presented in the Statements.

The restatement will not affect the Company’s consolidated statements of operations for the periods covered by the statements.

The restatement related to SFAS 109 resulted solely from the overstatement of the Company’s tax valuation allowance established at December 31, 2004. The tax valuation allowance, which was recorded to reduce the deferred tax asset related to the Company’s net operating loss carryforwards, did not properly consider the reversal of a deferred tax liability related to accelerated depreciation. Management has concluded that the deferred tax liability should have reduced the tax valuation allowance, as it will reverse within the net operating loss carryforward period. This was adjusted by decreasing stockholders’ deficit as of December 31, 2004, and will result in the Company’s December 31, 2005 and December 31, 2006 stockholders’ deficit and total liabilities decreasing by approximately $11 million.

The restatement related to SFAS 95 resulted from recording proceeds from sales of rental equipment on the statements of cash flows equal to used rental equipment sales on the statements of operations. This restatement solely affects the consolidated statements of cash flows. Specifically, the caption, "Proceeds from sales of rental equipment", is adjusted and offset by an adjustment to the captions "Change in accounts receivable" and "Changes in prepaid expenses and other assets". The captions were adjusted for the change in the non-cash portion of Used rental equipment sales. As a result, net cash provided by (used in) operating activities for the year ended December 31, 2006, increased by $5 million and was offset by a corresponding decrease to net cash used in investing activities. For the year ended December 31, 2005, net cash provided by (used in) operating activities decreased by $11 million and was offset by a corresponding increase to cash provided by (used in) investing activities.

This restatement has been reflected in the attached earnings release as well as the consolidated statements of stockholders’ deficit, other comprehensive income (loss), and cash flows for the years ended December 31, 2006 and 2005. The Company plans to file its December 31, 2007 Annual Report on Form 10-K prior to March 17, 2007, which will also include the Company’s December 31, 2006 restated consolidated balance sheet.

The Company’s Audit Committee has discussed the restatement with the Company’s independent registered public accounting firm for all affected periods.

The Company’s previously-issued Statements and related report of Independent Registered Public Accounting Firm that should not be relied upon as a result of the restatement are those:

(i) as of and for the twelve months ended December 31, 2006, as included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "Commission") on March 30, 2007;

(ii) as of and for the three months ended March 30, 2007 and March 31, 2006, as included in the Quarterly Report on Form 10-Q filed with the Commission on May 14, 2007;

(iii) as of and for the three months and six months ended June 29, 2007 and June 30, 2006, as included in the Quarterly Report on Form 10-Q filed with the Commission on August 10, 2007; and

(iv) as of and for the three months and nine months ended September 28, 2007 and September 29, 2006, as included in the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2007.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The following is furnished as an exhibit to this Form 8-K pursuant to Item 601 of Regulation S-K:

99.1 Press Release of the Company dated February 14, 2008.

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 hereunto duly authorized.

		DAYTON SUPERIOR CORPORATION
Date:	February 14, 2008	By:	/s/ Edward J. Puisis
			Edward J. Puisis
			Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release Dated February 14, 2008

EX-99.1

Exhibit 99.1

Dayton Superior Reports Record Fourth Quarter and Full Year 2007 Results

DAYTON, Ohio--(BUSINESS WIRE)--Dayton Superior Corporation (NASDAQ: “DSUP”), the leading North American provider of specialized products for the non-residential concrete construction market, reported today its highest fourth quarter and full year income from operations.

The following results for its fourth quarter ended December 31, 2007, are compared with results for the similar period of 2006:

• Net sales were $116 million, equal to 2006.
• Income from operations was $11 million compared to $3 million in 2006, reflecting gains in product sales gross profit, as favorable pricing and ongoing cost improvement programs continued to expand margins;
• Net loss of $3 million, or $0.18 per share, improved from net loss of $10 million, or $0.91 per share. The net loss includes $2 million, or $0.12 per share, of non-recurring items.

Eric R. Zimmerman, Dayton Superior’s President and Chief Executive Officer, said, “Our operating performance improvement trends that began in 2006 are evident in our fourth quarter and full year results. Considering that the construction industry experienced challenges through most of the year, and that non-residential construction activity was flat to down, these results validate the work of the Dayton Superior team to improve our processes, customer service, and operating results.”

For the quarter, product sales of Dayton Superior’s concrete construction related products increased 1% to $89 million, stemming both from higher selling prices and higher unit volume. Equipment rental revenues decreased 16% to $15 million, while the revenues from sales of used rental equipment increased 12% to $11 million.

Gross profit on product sales was $22 million, or 25% of product sales, a 400 basis point improvement over the fourth quarter of 2006, as the Company’s cost saving initiatives continued to outpace inflation. Rental gross profit was $7 million, or 47% of rental revenue, compared with $8 million, or 43% of rental revenue, in the fourth quarter of 2006. Fourth quarter gross profit as a percent of sales of used rental equipment increased to 85% from 78% in last year's fourth quarter.

Selling, general, and administrative expenses at $27 million and 23% of sales were down from $31 million and 27% of sales in 2006 due to lower consulting fees and stock compensation expense.

Other expenses of $2 million in the fourth quarter related to terminated merger discussions.

The following results for all of 2007, are compared with results for the similar period of 2006:

• Net sales were $483 million, compared to $479 million for 2006.
• Income from operations was $42 million compared to $33 million in 2006, reflecting gains in product sales gross profit, as favorable pricing and ongoing cost improvement programs continued to expand margins;
• Net loss of $7 million, or $0.37 per share, improved from net loss of $18 million, or $1.76 per share, despite $2 million, or $0.12 per share, of non-recurring items.

Dayton Superior is proceeding with the previously reported refinancing of its revolving credit facility and 10-3/4% Senior Second Secured Notes, and expects to close this refinancing in the first quarter of 2008.

"The annual and quarterly improvement trends in gross margins validate our strategy and our direction. Gross margin, less SG&A, showed a 40% improvement for the year. In short, 2007 was a very solid operating year for Dayton Superior. We expect our regionalization, new product development, and manufacturing initiatives to continue to lead improved operating results as we focus on those activities that are closest to our customers. As 2008 unfolds, Dayton Superior is positioned well and looking forward to another record year," Zimmerman said.

Dayton Superior has determined that it overstated Deferred Income Taxes in 2004 by approximately $11 million and, as a result, had reflected higher liabilities and higher Shareholders’ Deficit in periods from 2004 and subsequent by that amount. The overstatement resulted from failing to reduce the tax valuation allowance for accelerated depreciation that will reverse within net operating loss carry forward periods. As a result, Dayton Superior restated financial statements subsequent to December 31, 2004 to reflect lower total liabilities and lower shareholders’ deficit by approximately $11 million. The restatement has been reflected in the summary balance sheet attached to this release. The restatement does not affect Dayton Superior’s consolidated statement of operations for any period subsequent to 2004.

The Company has scheduled a conference call at 11:00 a.m. ET, Friday, February 15, 2008 to discuss the fourth quarter and full year 2007 results. The conference call can be accessed by dialing 1-800-226-0630 and entering ID#33887790 at least ten minutes before the start of the call. A replay of the call will be available from 2:00 p.m. ET on Friday, February 15, 2008 through 11:59 p.m. EDT on Monday, February 25, 2008 by calling 1-800-642-1687 or 1-706-645-9291 and entering ID#33887790.

Dayton Superior is the leading North American provider of specialized products consumed in non-residential, concrete construction, and we are the largest concrete forming and shoring rental company serving the domestic, non-residential construction market. Our products can be found on construction sites nationwide and are used in non-residential construction projects, including: 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.

Note: Certain statements made herein concerning anticipated future performance are forward-looking statements. These forward-looking statements are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of important factors. Representative examples of these factors include (without limitation):

• 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 increase manufacturing efficiency, leverage our purchasing power and broaden our distribution network;
• 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.

This list of factors is not intended to be exhaustive, and additional information concerning relevant risk factors can be found in Dayton Superior’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and current Reports on Form 8-K filed with the Securities and Exchange Commission.

Dayton Superior Corporation Summary Income Statement, Unaudited (amounts in thousands, except per share amounts)
	For the fiscal quarter ended:
	December 31, 2007					December 31, 2006
	Amount			% of Sales		Amount			% of Sales
Product Sales	$	88,727		76.7	%	$	87,565		75.4	%
Rental Revenue		15,460		13.4	%		18,341		15.8	%
Used Rental Equipment Sales		11,410		9.9	%		10,217		8.8	%
Net Sales		115,597		100.0	%		116,123		100.0	%
Product Cost of Sales		66,786		75.3	%		69,359		79.2	%
Rental Cost of Sales		8,166		52.8	%		10,515		57.3	%
Used Rental Equipment Cost of Sales		1,737		15.2	%		2,271		22.2	%
Cost of Sales		76,689		66.3	%		82,145		70.7	%
Product Gross Profit		21,941		24.7	%		18,206		20.8	%
Rental Gross Profit		7,294		47.2	%		7,826		42.7	%
Used Rental Equipment Gross Profit		9,673		84.8	%		7,946		77.8	%
Gross Profit		38,908		33.7	%		33,978		29.3	%
Selling, General & Administrative (SG&A)		27,045		23.4	%		30,805		26.6	%
Gross Profit Less SG&A(1)		11,863		10.3	%		3,173		2.7	%
Facility Closing and Severance Expenses		1,162		1.0	%		50		---
(Gain) Loss on Disposals of Property, Plant, and Equipment		82		0.1	%		271		0.2	%
Income from Operations		10,619		9.2	%		2,852		2.5	%
Interest Expense, net		11,757		10.2	%		12,556		10.8	%
Other Expense		2,181		1.9	%		447		0.4	%
Income (Loss) Before Income Taxes		(3,319	)	(2.9	%)		(10,151	)	(8.7	%)
Provision for Income Taxes		(17	)	---			(65	)	(0.1	%)
Net Income (Loss)	$	(3,302	)	(2.9	%)	$	(10,086	)	(8.6	%)
Weighted Average Shares Outstanding		18,314					11,124
Basic and Diluted Net Income (Loss) Per Share	$	(0.18	)			$	(0.91	)
Rental Depreciation	$	4,478				$	4,929
Other Depreciation		2,224					2,016
Total Depreciation	$	6,702				$	6,945
Rental Gross Profit Without Depreciation		11,772		76.1	%		12,755		69.5	%
(1) Gross Profit Less SG&A is calculated and reconciled to Gross Profit ($38,908 and $33,978, respectively, for the three months ended December 31, 2007 and December 31, 2006) by subtracting SG&A expenses ($27,045 and $30,805, respectively, for the three months ended December 31, 2007 and December 31, 2006) from Gross Profit.

Dayton Superior Corporation Summary Income Statement, Unaudited (amounts in thousands, except per share amounts)
	For the year ended:
	December 31, 2007					December 31, 2006
	Amount			% of Sales		Amount			% of Sales
Product Sales	$	398,404		82.4	%	$	388,100		81.0	%
Rental Revenue		59,671		12.4	%		62,769		13.1	%
Used Rental Equipment Sales		24,883		5.2	%		28,441		5.9	%
Net Sales		482,958		100.0	%		479,310		100.0	%
Product Cost of Sales		292,946		73.5	%		296,351		76.4	%
Rental Cost of Sales		33,295		55.8	%		36,845		58.7	%
Used Rental Equipment Cost of Sales		4,951		19.9	%		7,706		27.1	%
Cost of Sales		331,192		68.6	%		340,902		71.1	%
Product Gross Profit		105,458		26.5	%		91,749		23.6	%
Rental Gross Profit		26,376		44.2	%		25,924		41.3	%
Used Rental Equipment Gross Profit		19,932		80.1	%		20,735		72.9	%
Gross Profit		151,766		31.4	%		138,408		28.9	%
Selling, General & Administrative (SG&A)		106,882		22.1	%		106,453		22.2	%
Gross Profit Less SG&A(1)		44,884		9.3	%		31,955		6.7	%
Facility Closing and Severance Expenses		1,753		0.4	%		423		0.1	%
(Gain) Loss on Disposals of Property, Plant, and Equipment		560		0.1	%		(1,504	)	(0.3	%)
Income from Operations		42,571		8.8	%		33,036		6.9	%
Interest Expense, net		46,526		9.6	%		50,096		10.5	%
Other Expense		2,300		0.5	%		555		0.1	%
Income (Loss) Before Income Taxes		(6,255	)	(1.3	%)		(17,615	)	(3.7	%)
Provision for Income Taxes		437		0.1	%		394		0.1	%
Net Income (Loss)	$	(6,692	)	(1.4	%)	$	(18,009	)	(3.8	%)
Weighted Average Shares Outstanding		18,284					10,225
Basic and Diluted Net Income (Loss) Per Share	$	(0.37	)			$	(1.76	)
Rental Depreciation	$	16,623				$	19,156
Other Depreciation		8,561					6,763
Total Depreciation	$	25,184				$	25,919
Rental Gross Profit Without Depreciation		42,999		72.1	%		45,080		71.8	%
(1) Gross Profit Less SG&A is calculated and reconciled to Gross Profit ($151,766 and $138,408 respectively, for the fiscal year ended December 31, 2007 and December 31, 2006) by subtracting SG&A expenses ($106,882 and $106,453, respectively, for the fiscal year ended December 31, 2007 and December 31, 2006) from Gross Profit.

Dayton Superior Corporation Summary Balance Sheet, Unaudited (in thousands)
	As of:
	December 31, 2007			Restated December 31, 2006
Summary Balance Sheet:
Cash	$	3,381		$	26,813
Accounts Receivable, Net		68,593			71,548
Inventories		66,740			58,396
Other Current Assets		6,458			6,230
Total Current Assets		145,172			162,987
Rental Equipment, Net		67,640			63,766
Property & Equipment, Net		56,812			45,697
Goodwill & Other Assets		47,629			49,188
Total Assets	$	317,253		$	321,638
Revolving Credit Facility	$	-		$	-
Current Portion of Long-Term Debt		172,597			2,551
Accounts Payable		39,204			40,883
Other Current Liabilities		34,933			38,195
Total Current Liabilities		246,734			81,629
Other Long-Term Debt		152,000			319,899
Other Long-Term Liabilities		8,162			10,332
Total Liabilities		406,896			411,860
Stockholders’ Deficit		(89,643	)		(90,222	)
Total Liabilities & Stockholders’ Deficit	$	317,253		$	321,638

Dayton Superior Corporation Summary Cash Flow Statement, Unaudited (in thousands)
	For the year ended:
	December 31, 2007			December 31, 2006
Net Loss	$	(6,692	)	$	(18,009	)
Non-Cash Adjustments to Net Loss		14,638			10,772
Changes in Assets and Liabilities		(9,121	)		10,987
Net Cash Used in Operating Activities		(1,175	)		3,750
Property, Plant and Equipment Additions, Net		(19,905	)		(13,216	)
Rental Equipment Additions, Net		(1,515	)		1,997
Net Cash Used in Investing Activities		(21,420	)		(11,219	)
Net Repayments Under Revolving Credit Facility		-			(48,700	)
Repayments of Other Long-Term Debt		(2,318	)		(2,880	)
Financing Costs Incurred		(712	)		(1,272	)
Issuance of Shares of Common Stock		791			87,009
Net Change in Loans to Stockholders		1,183			180
Net Cash Provided By Financing Activities		(1,056	)		34,337
Other, Net		219			(55	)
Net Increase (Decrease) in Cash	$	(23,432	)	$	26,813

Dayton Superior Corporation EBITDA and Reconciliation to Net Income (Loss), Unaudited (in thousands)
	For the three months ended:						For the year ended:
	Dec. 31, 2007			Dec. 31, 2006			Dec. 31, 2007			Dec. 31, 2006
Net Income (Loss)	$	(3,302	)	$	(10,086	)	$	(6,692	)	$	(18,009	)
Provision for Income Taxes		(17	)		(65	)		437			394
Interest Expense		12,023			12,619			47,019			49,983
Interest Income		(266	)		(63	)		(493	)		113
Depreciation Expense		6,702			6,945			25,184			25,919
Amortization of Intangibles		114			75			247			560
EBITDA	$	15,254		$	9,425		$	65,702		$	58,960
EBITDA was reduced (increased) by the following items:
(Gain) Loss on Disposals of Property, Plant and Equipment		82			271			560			(1,504	)
Facility Closing and Severance Expenses		1,162			50			1,753			423
Stock Compensation Expense		717			1,596			2,779			2,249
Other Expense		2,156			447			2,265			555

EBITDA, a metric used by management to measure operating performance, is defined as earnings (loss) before interest expense, interest income, income taxes, depreciation and amortization of intangibles. Dayton Superior presents EBITDA because our management believes that EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industry, some of which present EBITDA when reporting their results. Dayton Superior's management regularly evaluates our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates by using EBITDA. Dayton Superior believes EBITDA allows for meaningful company-to-company performance comparisons by adjusting for factors such as interest expense, depreciation, amortization and income taxes, which often vary from company-to-company. In addition, Dayton Superior uses EBITDA in evaluating acquisition targets. EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income, operating income or any other performance measures derived in accordance with GAAP. Since not all companies use identical calculations, this presentation of EBITDA may not be comparable to other similarly titled measures of other companies.

CONTACT:
Dayton Superior Corporation
Edward J. Puisis, 937-428-7172
Executive Vice President & CFO
Fax: 937 428-9115