##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 Form 10-Q
  þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended June 28, 2008
 OR
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from                     to
 Commission File Number 333-118086
 AMES TRUE TEMPER, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    22-2335400(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)465 Railroad Avenue, Camp Hill, Pennsylvania
    
    17011(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:  (717) 737-1500
 Former name, former address and former fiscal year, if changed since last report:  NOT APPLICABLE
  þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
    
    Smaller reporting Company o
  o þ




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##### 



ATT HOLDING CO.
 TABLE OF CONTENTS
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited):Condensed Consolidated Balance Sheets as of June 28, 2008
and September 29, 2007
    
    
    1Condensed Consolidated Statements of Operations for the
thirteen week periods ended June 28, 2008 and June 30,
2007
    
    
    2Condensed Consolidated Statements of Operations for the
thirty-nine week periods ended June 28, 2008 and June 30,
2007
    
    
    3Condensed Consolidated Statements of Cash Flows for the
thirty-nine week periods ended June 28, 2008 and June 30,
2007
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    26Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    37Item 4. Controls and Procedures
    
    
    38PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    39Item 1A. Risk Factors
    
    
    39Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    39Item 3. Defaults Upon Senior Securities
    
    
    39Item 4. Submission of Matters to a Vote of Security-Holders
    
    
    39Item 5. Other Information
    
    
    39Item 6. Exhibits
    
    
    39Signatures
    
    
    40EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 ATT Holding Co.
 
 Condensed Consolidated Balance Sheets  (Dollars In Thousands)
 (Unaudited)
 June 28,
    
    
    September 29,2008
    
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    16,454
    
    
    $
    5,182Trade receivables, net
    
    
    104,174
    
    
    
    56,306Inventories
    
    
    103,877
    
    
    
    115,063Deferred income taxes
    
    
    
    
    
    
    752Assets held for sale
    
    
    1,191
    
    
    
    Prepaid expenses and other current assets
    
    
    6,342
    
    
    
    5,509Total current assets
    
    
    232,038
    
    
    
    182,812Property, plant and equipment, net
    
    
    57,323
    
    
    
    66,055Intangibles, net
    
    
    72,260
    
    
    
    73,324Goodwill
    
    
    58,667
    
    
    
    59,320Other noncurrent assets
    
    
    8,840
    
    
    
    11,274Total assets
    
    $
    429,128
    
    
    $
    392,785Liabilities and stockholders deficitCurrent liabilities:Trade accounts payable
    
    $
    41,588
    
    
    $
    35,341Accrued interest payable
    
    
    9,596
    
    
    
    6,254Accrued expenses and other current liabilities
    
    
    22,997
    
    
    
    23,432Revolving loan
    
    
    60,520
    
    
    
    42,498Current portion of long-term debt and capital lease obligations
    
    
    576
    
    
    
    612Total current liabilities
    
    
    135,277
    
    
    
    108,137Deferred income taxes
    
    
    21,140
    
    
    
    20,477Long-term debt
    
    
    300,244
    
    
    
    300,578Accrued retirement benefits
    
    
    12,384
    
    
    
    10,943Other liabilities
    
    
    9,739
    
    
    
    6,638Total liabilities
    
    
    478,784
    
    
    
    446,773Commitments and contingenciesStockholders deficit:Preferred stock  Series A, $.0001 per share par value;
100,000 shares authorized; 62,495 shares issued and
outstanding as of June 28, 2008 and September 29, 2007
(Liquidation preference of $62,495 at June 28, 2008)
    
    
    
    
    
    
    Common stock  Class A, $.0001 per share par value; 1,600,000
shares authorized; 726,556 shares issued and outstanding as of
June 28, 2008 and September 29, 2007
    
    
    
    
    
    
    Common stock  Class B, $.0001 per share par value; 300,000
shares authorized; 267,448 shares issued and outstanding as of
June 28, 2008 and September 29, 2007
    
    
    
    
    
    
    Additional paid-in capital
    
    
    110,500
    
    
    
    110,500Predecessor basis adjustment
    
    
    (13,539
    )
    
    
    (13,539
    )Accumulated deficit
    
    
    (150,196
    )
    
    
    (155,707
    )Accumulated other comprehensive income
    
    
    3,579
    
    
    
    4,758Total stockholders deficit
    
    
    (49,656
    )
    
    
    (53,988
    )Total liabilities and stockholders deficit
    
    $
    429,128
    
    
    $
    392,785
 See accompanying notes.
 1




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ATT Holding Co.
 
 Condensed Consolidated Statements of Operations  (Dollars In Thousands)
 (Unaudited)
 Thirteen Week Period EndedJune 28,
    
    
    June 30,2008
    
    
    2007Net sales
    
    $
    162,580
    
    
    $
    156,889Cost of goods sold
    
    
    121,826
    
    
    
    118,744Gross profit
    
    
    40,754
    
    
    
    38,145Selling, general and administrative expenses
    
    
    25,821
    
    
    
    25,602Loss on disposal of fixed assets
    
    
    32
    
    
    
    583Amortization of intangible assets
    
    
    340
    
    
    
    375Impairment of fixed assets
    
    
    166
    
    
    
    Operating income
    
    
    14,395
    
    
    
    11,585Interest expense, net
    
    
    8,396
    
    
    
    9,279Other income
    
    
    (919
    )
    
    
    (619
    )Income before income taxes
    
    
    6,918
    
    
    
    2,925Income tax expense
    
    
    952
    
    
    
    1,215Net income
    
    $
    5,966
    
    
    $
    1,710
 See accompanying notes.
 2




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##### Table of Contents



ATT Holding Co.
 
 Condensed Consolidated Statements of Operations  (Dollars In Thousands)
 (Unaudited)
 Thirty-Nine Week Period EndedJune 28,
    
    
    June 30,2008
    
    
    2007Net sales
    
    $
    408,504
    
    
    $
    415,866Cost of goods sold
    
    
    302,455
    
    
    
    312,806Gross profit
    
    
    106,049
    
    
    
    103,060Selling, general and administrative expenses
    
    
    71,776
    
    
    
    75,546Loss on disposal of fixed assets
    
    
    531
    
    
    
    1,212Amortization of intangible assets
    
    
    1,023
    
    
    
    1,120Impairment of fixed assets
    
    
    200
    
    
    
    Operating income
    
    
    32,519
    
    
    
    25,182Interest expense, net
    
    
    25,628
    
    
    
    27,411Other expense (income)
    
    
    470
    
    
    
    (382
    )Income (loss) before income taxes
    
    
    6,421
    
    
    
    (1,847
    )Income tax expense
    
    
    910
    
    
    
    6,561Net income (loss)
    
    $
    5,511
    
    
    $
    (8,408
    )
 See accompanying notes.
 3




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ATT HOLDING CO.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 ATT Holding Co.
 
 Condensed Consolidated Statements of Cash Flows  (Dollars In Thousands)
 (Unaudited)
 Thirty-Nine Week PeriodEndedJune 28,
    
    
    June 30,2008
    
    
    2007Operating activitiesNet income (loss)
    
    $
    5,511
    
    
    $
    (8,408
    )Adjustments to reconcile net income (loss) to net cash (used in)
provided by operating activities:Depreciation expense
    
    
    11,742
    
    
    
    12,175Amortization of intangible assets
    
    
    1,023
    
    
    
    1,120Amortization of loan fees included in interest expense
    
    
    1,665
    
    
    
    1,866Provision for deferred taxes
    
    
    3,453
    
    
    
    3,773Benefit from bad debts
    
    
    (101
    )
    
    
    (191
    )Noncash interest expense
    
    
    70
    
    
    
    257Amortization of bond discount
    
    
    80
    
    
    
    81Loss on disposal of fixed assets
    
    
    531
    
    
    
    1,212Unrealized foreign currency loss (gain)
    
    
    502
    
    
    
    (487
    )Impairment of fixed assets
    
    
    200
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    (47,767
    )
    
    
    (32,910
    )Inventories
    
    
    11,186
    
    
    
    30,066Prepaid expenses and other assets
    
    
    (677
    )
    
    
    572Accounts payable
    
    
    6,247
    
    
    
    (3,812
    )Accrued expenses and other liabilities
    
    
    4,769
    
    
    
    (2,542
    )Net cash (used in) provided by operating activities
    
    
    (1,566
    )
    
    
    2,772Investing activitiesCash paid for property, plant and equipment
    
    
    (5,515
    )
    
    
    (9,015
    )Proceeds from sale of property, plant and equipment
    
    
    600
    
    
    
    1,666Release of restricted cash held in escrow
    
    
    
    
    
    
    2,081Investment in joint venture
    
    
    
    
    
    
    (300
    )Proceeds from state government grant
    
    
    300
    
    
    
    Net cash used in investing activities
    
    
    (4,615
    )
    
    
    (5,568
    )Financing activitiesRepayments of long-term debt
    
    
    (522
    )
    
    
    (633
    )Borrowings on revolver
    
    
    126,822
    
    
    
    121,439Repayments on revolver
    
    
    (108,800
    )
    
    
    (120,948
    )Net cash provided by (used in) financing activities
    
    
    17,500
    
    
    
    (142
    )Effect of exchange rate changes on cash
    
    
    (47
    )
    
    
    106Increase (decrease) in cash and cash equivalents
    
    
    11,272
    
    
    
    (2,832
    )Cash and cash equivalents at beginning of period
    
    
    5,182
    
    
    
    5,638Cash and cash equivalents at end of period
    
    $
    16,454
    
    
    $
    2,806Supplemental Cash Flow InformationCash paid for interest
    
    $
    20,818
    
    
    $
    22,610Cash paid for income taxes
    
    $
    1,035
    
    
    $
    2,322Property, plant and equipment in trade accounts payable at end of period
    
    $
    880
    
    
    $
    639
 4




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##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 1. Basis of Presentation
     Reclassifications
  
    
    $487 of unrealized foreign currency gain from accrued expenses and other
liabilities to unrealized foreign currency loss within operating activities.
    
    the presentation of borrowings and repayments under its revolver from a net basis
to a gross basis within financing activities.
 2. Recent Accounting Pronouncements
 Adopted
 Accounting for Uncertainty in Income interpretation of FASB Statement No. 109
 To Be Adopted
 Fair Value Measurements
 5




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ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 Accounting for Leases
  The Fair Value Option for Financial Assets
and Financial Liabilities, Including an Amendment of FASB Statement No. 115
  
    
    Recognizes and measures in its financial statements the identifiable assets acquired,
the liabilities assumed and any noncontrolling interest in the acquiree;
    
    Recognizes and measures the goodwill acquired in the business combination or a gain
from a bargain purchase; and
    
    Determines what information to disclose to enable users of the financial statements
to evaluate the nature and financial effects of the business combination.
  6




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ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
 Disclosures about Derivative Instruments and
Hedging Activities , Accounting for Derivative Instruments and Hedging Activities
 3. Restructuring
 Restructuring Related to Acquisition of Predecessor
   Balance as of September 29, 2007
    
    $
    1,612Accretion of Interest
    
    
    70Purchase Accounting Adjustments
    
    
    (402
    )Payments
    
    
    (1,280
    )Balance as of June 28, 2008
    
    $
    
 7




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ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 4. Inventories
  June 28,
    
    
    September 29,2008
    
    
    2007Finished goods
    
    $
    59,901
    
    
    $
    68,081Work in process
    
    
    15,322
    
    
    
    17,599Raw materials
    
    
    28,654
    
    
    
    29,383$
    103,877
    
    
    $
    115,063
 5. Goodwill and Other Intangibles
  United States
    
    
    Canada
    
    
    TotalGoodwill at September 29, 2007
    
    $
    44,156
    
    
    $
    15,164
    
    
    $
    59,320Revision of purchase price allocation
    
    
    (402
    )
    
    
    
    
    
    
    (402
    )Currency translation adjustments
    
    
    
    
    
    
    (121
    )
    
    
    (121
    )Other
    
    
    (130
    )
    
    
    
    
    
    
    (130
    )Goodwill at June 28, 2008
    
    $
    43,624
    
    
    $
    15,043
    
    
    $
    58,667
   June 28,
    
    
    September 29,2008
    
    
    2007Finite lived intangible assets:Technology (patents)
    
    $
    1,356
    
    
    $
    1,356Non-compete agreements
    
    
    976
    
    
    
    976Customer relationships
    
    
    11,808
    
    
    
    11,80014,140
    
    
    
    14,132Accumulated amortization:Technology (patents)
    
    
    (1,054
    )
    
    
    (932
    )Non-compete agreements
    
    
    (939
    )
    
    
    (923
    )Customer relationships
    
    
    (4,592
    )
    
    
    (3,707
    )(6,585
    )
    
    
    (5,562
    )Net finite lived intangible assets
    
    
    7,555
    
    
    
    8,570Indefinite lived intangible assets:Trade names
    
    
    64,705
    
    
    
    64,754Total Intangibles, net
    
    $
    72,260
    
    
    $
    73,324
 8




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##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
  6. Income Taxes
    Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109
  9




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ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
  7. Debt Arrangements
 Senior Subordinated Notes
    Senior Floating Rate Notes
  10




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ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
    Interest Rate Swaps
   Accounting for Derivative Instruments and
Hedging Activities
 11




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ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 , Accounting for Certain Derivative Instruments and Certain Hedging
Activities Amendment of Statement 133 on Derivative Instruments and Hedging
Activities
 Term Note
  Amended and Restated Senior Secured Credit Agreement
    12




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ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
   June 28,
    
    
    September 29,2008
    
    
    2007Revolving loan facility dated 4/7/06, expires 2011
    
    $
    60,520
    
    
    $
    42,498Term Note due 2010
    
    
    1,171
    
    
    
    1,575Capital lease obligations
    
    
    24
    
    
    
    71Senior Floating Rate Notes due 2012, net of
unamortized discount of $375 and $456,
respectively
    
    
    149,625
    
    
    
    149,54410% Senior Subordinated Notes due 2012
    
    
    150,000
    
    
    
    150,000Total debt
    
    
    361,340
    
    
    
    343,688Less short-term revolving loan facilities
    
    
    (60,520
    )
    
    
    (42,498
    )Less current portion of capital lease obligation
    
    
    (24
    )
    
    
    (71
    )Current portion of long-term debt
    
    
    (552
    )
    
    
    (541
    )Long-term debt
    
    $
    300,244
    
    
    $
    300,578
 8. Pension and Other Post-retirement Benefits
 Pension Benefits
    
    
    Other BenefitsThirteen Week
    
    
    Thirteen WeekPeriod Ended
    
    
    Period EndedJune 28,
    
    
    June 30,
    
    
    June 28,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Service Cost
    
    $
    767
    
    
    $
    798
    
    
    $
    
    
    
    $
    1Interest Cost
    
    
    2,277
    
    
    
    2,141
    
    
    
    23
    
    
    
    26Expected return on plan assets
    
    
    (2,635
    )
    
    
    (2,897
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    Amortization of unrecognized net loss
    
    
    (3
    )
    
    
    (12
    )
    
    
    (29
    )
    
    
    (28
    )Net periodic benefit cost
    
    $
    411
    
    
    $
    30
    
    
    $
    (6
    )
    
    $
    (1
    )
 13




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ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 Pension Benefits
    
    
    Other BenefitsThirty-nine Week
    
    
    Thirty-nine WeekPeriod Ended
    
    
    Period EndedJune 28,
    
    
    June 30,
    
    
    June 28,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Service Cost
    
    $
    2,291
    
    
    $
    2,390
    
    
    $
    1
    
    
    $
    1Interest Cost
    
    
    6,814
    
    
    
    6,419
    
    
    
    69
    
    
    
    78Expected return on plan assets
    
    
    (7,886
    )
    
    
    (8,686
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    Amortization of unrecognized net loss
    
    
    (13
    )
    
    
    (37
    )
    
    
    (88
    )
    
    
    (83
    )Net periodic benefit cost
    
    $
    1,223
    
    
    $
    86
    
    
    $
    (18
    )
    
    $
    (4
    )
 Employers Accounting and Settlements and Curtailments of Defined
Benefit Pension Plan and for Termination Benefits
 Employer Contributions
   14




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ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 9. Other Comprehensive Loss
 Thirteen WeekPeriod EndedJune 28,
    
    
    June 30,2008
    
    
    2007Net income
    
    $
    5,966
    
    
    $
    1,710Other comprehensive (loss) income:Currency translation adjustment
    
    
    (487
    )
    
    
    3,791Fair value adjustments of swaps, net of tax
    
    
    1,495
    
    
    
    334Comprehensive income
    
    $
    6,974
    
    
    $
    5,835
 Thirty-nine WeekPeriod EndedJune 28,
    
    
    June 30,2008
    
    
    2007Net income (loss)
    
    $
    5,511
    
    
    $
    (8,408
    )Other comprehensive income (loss):Currency translation adjustment
    
    
    548
    
    
    
    2,501Fair value adjustments of swaps, net of tax
    
    
    (1,727
    )
    
    
    (299
    )Comprehensive income (loss)
    
    $
    4,332
    
    
    $
    (6,206
    )
 10. Segment Information
  Thirteen Week Period EndedJune 28, 2008United States
    
    
    Canada
    
    
    Other
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    140,599
    
    
    $
    24,678
    
    
    $
    2,932
    
    
    $
    (5,629
    )
    
    $
    162,580Operating income (loss)
    
    
    11,298
    
    
    
    3,121
    
    
    
    (24
    )
    
    
    
    
    
    
    14,395Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,396Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (919
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,918
 15




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ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 Thirteen Week Period EndedJune 30, 2007United States
    
    
    Canada
    
    
    Other
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    135,879
    
    
    $
    20,570
    
    
    $
    4,156
    
    
    $
    (3,716
    )
    
    $
    156,889Operating income
    
    
    9,318
    
    
    
    2,166
    
    
    
    101
    
    
    
    
    
    
    
    11,585Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,279Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (619
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,925
 Thirty-nine Week Period EndedJune 28, 2008United States
    
    
    Canada
    
    
    Other
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    340,868
    
    
    $
    74,416
    
    
    $
    7,968
    
    
    $
    (14,748
    )
    
    $
    408,504Operating income (loss)
    
    
    22,693
    
    
    
    9,987
    
    
    
    (161
    )
    
    
    
    
    
    
    32,519Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,628Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    470Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,421
 Thirty-nine Week Period EndedJune 30, 2007United States
    
    
    Canada
    
    
    Other
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    360,855
    
    
    $
    56,219
    
    
    $
    7,957
    
    
    $
    (9,165
    )
    
    $
    415,866Operating income (loss)
    
    
    19,925
    
    
    
    5,295
    
    
    
    (38
    )
    
    
    
    
    
    
    25,182Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,411Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (382
    )Loss before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (1,847
    )
  June 28, 2008
    
    
    September 29, 2007United States
    
    $
    293,322
    
    
    $
    321,415Canada
    
    
    125,806
    
    
    
    64,250Other
    
    
    10,000
    
    
    
    7,120Total assets
    
    $
    429,128
    
    
    $
    392,785
 16




---



##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 11. Other (Income) Expense
  Thirteen Week Period EndedJune 28,
    
    
    June 30,2008
    
    
    2007Unrealized foreign exchange gain
    
    $
    (903
    )
    
    $
    (553
    )Other income
    
    
    (16
    )
    
    
    (66
    )Total
    
    $
    (919
    )
    
    $
    (619
    )
 Thirty-nine Week Period EndedJune 28,
    
    
    June 30,2008
    
    
    2007Unrealized foreign exchange loss (gain)
    
    $
    502
    
    
    $
    (487
    )Other (income) expense
    
    
    (32
    )
    
    
    105Total
    
    $
    470
    
    
    $
    (382
    )
  12. Condensed Guarantor Data
   17




---



##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 ATT Holding Co.
Condensed Consolidating Balance Sheet
As of June 28, 2008
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    311
    
    
    $
    6
    
    
    $
    16,137
    
    
    $
    
    
    
    $
    16,454Trade receivables, net
    
    
    
    
    
    
    92,394
    
    
    
    
    
    
    
    11,780
    
    
    
    
    
    
    
    104,174Inventories
    
    
    
    
    
    
    85,160
    
    
    
    
    
    
    
    18,717
    
    
    
    
    
    
    
    103,877Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Assets held for sale
    
    
    
    
    
    
    1,191
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,191Prepaid expenses and other
current assets
    
    
    
    
    
    
    4,180
    
    
    
    
    
    
    
    2,162
    
    
    
    
    
    
    
    6,342Total current assets
    
    
    
    
    
    
    183,236
    
    
    
    6
    
    
    
    48,796
    
    
    
    
    
    
    
    232,038Property, plant and equipment, net
    
    
    
    
    
    
    44,195
    
    
    
    
    
    
    
    13,128
    
    
    
    
    
    
    
    57,323Intangibles, net
    
    
    
    
    
    
    10,358
    
    
    
    54,383
    
    
    
    7,519
    
    
    
    
    
    
    
    72,260Goodwill
    
    
    
    
    
    
    43,624
    
    
    
    
    
    
    
    15,043
    
    
    
    
    
    
    
    58,667Intercompany receivable
    
    
    
    
    
    
    40,214
    
    
    
    210,897
    
    
    
    1,662
    
    
    
    (252,773
    )
    
    
    Investment in subsidiaries
    
    
    
    
    
    
    214,816
    
    
    
    57,672
    
    
    
    155,183
    
    
    
    (427,671
    )
    
    
    Other noncurrent assets
    
    
    
    
    
    
    8,299
    
    
    
    
    
    
    
    541
    
    
    
    
    
    
    
    8,840Total assets
    
    $
    
    
    
    $
    544,742
    
    
    $
    322,958
    
    
    $
    241,872
    
    
    $
    (680,444
    )
    
    $
    429,128Liabilities and stockholders
(deficit) equityCurrent liabilities:Trade accounts payable
    
    $
    
    
    
    $
    34,635
    
    
    $
    56
    
    
    $
    6,897
    
    
    $
    
    
    
    $
    41,588Accrued interest payable
    
    
    
    
    
    
    9,596
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,596Accrued expenses and other
current liabilities
    
    
    
    
    
    
    18,928
    
    
    
    
    
    
    
    4,069
    
    
    
    
    
    
    
    22,997Revolving loan
    
    
    
    
    
    
    60,520
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,520Current portion of long-term
debt and capital lease
obligations
    
    
    
    
    
    
    576
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    576Total current liabilities
    
    
    
    
    
    
    124,255
    
    
    
    56
    
    
    
    10,966
    
    
    
    
    
    
    
    135,277Deferred income taxes
    
    
    
    
    
    
    13,235
    
    
    
    
    
    
    
    7,905
    
    
    
    
    
    
    
    21,140Long-term debt
    
    
    
    
    
    
    300,244
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,244Accrued retirement benefits
    
    
    
    
    
    
    12,384
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,384Other liabilities
    
    
    
    
    
    
    9,739
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,739Intercompany payable
    
    
    
    
    
    
    134,541
    
    
    
    
    
    
    
    118,232
    
    
    
    (252,773
    )
    
    
    Cumulative losses in subsidiaries
    
    
    49,656
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (49,656
    )
    
    
    Total liabilities
    
    
    49,656
    
    
    
    594,398
    
    
    
    56
    
    
    
    137,103
    
    
    
    (302,429
    )
    
    
    478,784Commitments and contingenciesStockholders (deficit) equity:Preferred stock  Series A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock  Class A
    
    
    
    
    
    
    
    
    
    
    118,249
    
    
    
    58,251
    
    
    
    (176,500
    )
    
    
    Common stock  Class B
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Additional paid-in capital
    
    
    110,500
    
    
    
    110,500
    
    
    
    154,502
    
    
    
    
    
    
    
    (265,002
    )
    
    
    110,500Predecessor basis adjustment
    
    
    (13,539
    )
    
    
    (13,539
    )
    
    
    
    
    
    
    
    
    
    
    13,539
    
    
    
    (13,539
    )(Accumulated deficit) retained
earnings
    
    
    (150,196
    )
    
    
    (150,196
    )
    
    
    41,186
    
    
    
    36,201
    
    
    
    72,809
    
    
    
    (150,196
    )Accumulated other comprehensive
income
    
    
    3,579
    
    
    
    3,579
    
    
    
    8,965
    
    
    
    10,317
    
    
    
    (22,861
    )
    
    
    3,579Total stockholders (deficit) equity
    
    
    (49,656
    )
    
    
    (49,656
    )
    
    
    322,902
    
    
    
    104,769
    
    
    
    (378,015
    )
    
    
    (49,656
    )Total liabilities and stockholders
(deficit) equity
    
    $
    
    
    
    $
    544,742
    
    
    $
    322,958
    
    
    $
    241,872
    
    
    $
    (680,444
    )
    
    $
    429,128
 18




---



##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 ATT Holding Co.
Condensed Consolidating Balance Sheet
As of September 29, 2007
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    276
    
    
    $
    5
    
    
    $
    4,901
    
    
    $
    
    
    
    $
    5,182Trade receivables, net
    
    
    
    
    
    
    45,517
    
    
    
    
    
    
    
    10,789
    
    
    
    
    
    
    
    56,306Inventories
    
    
    
    
    
    
    96,580
    
    
    
    
    
    
    
    18,483
    
    
    
    
    
    
    
    115,063Deferred income taxes
    
    
    
    
    
    
    752
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    752Prepaid expenses and other
current assets
    
    
    
    
    
    
    4,388
    
    
    
    
    
    
    
    1,121
    
    
    
    
    
    
    
    5,509Total current assets
    
    
    
    
    
    
    147,513
    
    
    
    5
    
    
    
    35,294
    
    
    
    
    
    
    
    182,812Property, plant and equipment, net
    
    
    
    
    
    
    51,641
    
    
    
    
    
    
    
    14,414
    
    
    
    
    
    
    
    66,055Intangibles, net
    
    
    
    
    
    
    11,244
    
    
    
    54,383
    
    
    
    7,697
    
    
    
    
    
    
    
    73,324Goodwill
    
    
    
    
    
    
    44,156
    
    
    
    
    
    
    
    15,164
    
    
    
    
    
    
    
    59,320Intercompany receivable
    
    
    
    
    
    
    35,102
    
    
    
    200,974
    
    
    
    1,730
    
    
    
    (237,806
    )
    
    
    Investment in subsidiaries
    
    
    
    
    
    
    199,518
    
    
    
    56,574
    
    
    
    145,910
    
    
    
    (402,002
    )
    
    
    Other noncurrent assets
    
    
    
    
    
    
    10,783
    
    
    
    
    
    
    
    491
    
    
    
    
    
    
    
    11,274Total assets
    
    $
    
    
    
    $
    499,957
    
    
    $
    311,936
    
    
    $
    220,700
    
    
    $
    (639,808
    )
    
    $
    392,785Liabilities and stockholders
(deficit) equityCurrent liabilities:Trade accounts payable
    
    $
    
    
    
    $
    29,466
    
    
    $
    157
    
    
    $
    5,718
    
    
    $
    
    
    
    $
    35,341Accrued interest payable
    
    
    
    
    
    
    6,254
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,254Accrued expenses and other
current liabilities
    
    
    
    
    
    
    18,154
    
    
    
    
    
    
    
    5,278
    
    
    
    
    
    
    
    23,432Revolving loan
    
    
    
    
    
    
    42,498
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,498Current portion of long-term
debt and capital lease
obligations
    
    
    
    
    
    
    612
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    612Total current liabilities
    
    
    
    
    
    
    96,984
    
    
    
    157
    
    
    
    10,996
    
    
    
    
    
    
    
    108,137Deferred income taxes
    
    
    
    
    
    
    15,512
    
    
    
    
    
    
    
    4,965
    
    
    
    
    
    
    
    20,477Long-term debt
    
    
    
    
    
    
    300,578
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,578Accrued retirement benefits
    
    
    
    
    
    
    10,943
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,943Other liabilities
    
    
    
    
    
    
    6,638
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,638Intercompany payable
    
    
    
    
    
    
    123,290
    
    
    
    3,800
    
    
    
    110,716
    
    
    
    (237,806
    )
    
    
    Cumulative losses in subsidiaries
    
    
    53,988
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (53,988
    )
    
    
    Total liabilities
    
    
    53,988
    
    
    
    553,945
    
    
    
    3,957
    
    
    
    126,677
    
    
    
    (291,794
    )
    
    
    446,773Commitments and contingenciesStockholders (deficit) equity:Preferred stock  Series A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock  Class A
    
    
    
    
    
    
    
    
    
    
    118,249
    
    
    
    58,251
    
    
    
    (176,500
    )
    
    
    Common stock  Class B
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Additional paid-in capital
    
    
    110,500
    
    
    
    110,500
    
    
    
    154,502
    
    
    
    
    
    
    
    (265,002
    )
    
    
    110,500Predecessor basis adjustment
    
    
    (13,539
    )
    
    
    (13,539
    )
    
    
    
    
    
    
    
    
    
    
    13,539
    
    
    
    (13,539
    )(Accumulated deficit) retained
earnings
    
    
    (155,707
    )
    
    
    (155,707
    )
    
    
    26,277
    
    
    
    26,065
    
    
    
    103,365
    
    
    
    (155,707
    )Accumulated other
comprehensive income
    
    
    4,758
    
    
    
    4,758
    
    
    
    8,951
    
    
    
    9,707
    
    
    
    (23,416
    )
    
    
    4,758Total stockholders (deficit)
    
    
    (53,988
    )
    
    
    (53,988
    )
    
    
    307,979
    
    
    
    94,023
    
    
    
    (348,014
    )
    
    
    (53,988
    )Total liabilities and
stockholders (deficit) equity
    
    $
    
    
    
    $
    499,957
    
    
    $
    311,936
    
    
    $
    220,700
    
    
    $
    (639,808
    )
    
    $
    392,785
 19




---



##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 ATT Holding Co.
Condensed Consolidating Statement of Operations
For the Thirteen Week Period Ended June 28, 2008
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    140,139
    
    
    $
    
    
    
    $
    27,309
    
    
    $
    (4,868
    )
    
    $
    162,580Cost of goods sold
    
    
    
    
    
    
    107,288
    
    
    
    
    
    
    
    19,406
    
    
    
    (4,868
    )
    
    
    121,826Gross profit
    
    
    
    
    
    
    32,851
    
    
    
    
    
    
    
    7,903
    
    
    
    
    
    
    
    40,754Selling, general and
administrative expenses
    
    
    
    
    
    
    21,039
    
    
    
    58
    
    
    
    4,724
    
    
    
    
    
    
    
    25,821Loss on disposal of fixed assets
    
    
    
    
    
    
    35
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    32Amortization of intangible assets
    
    
    
    
    
    
    295
    
    
    
    
    
    
    
    45
    
    
    
    
    
    
    
    340Impairment of fixed assets
    
    
    
    
    
    
    166
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    166Operating income (loss)
    
    
    
    
    
    
    11,316
    
    
    
    (58
    )
    
    
    3,137
    
    
    
    
    
    
    
    14,395Interest expense (income), net
    
    
    
    
    
    
    10,603
    
    
    
    (4,509
    )
    
    
    2,302
    
    
    
    
    
    
    
    8,396Other expense (income)
    
    
    
    
    
    
    3,119
    
    
    
    (3,501
    )
    
    
    (537
    )
    
    
    
    
    
    
    (919
    )(Loss) income before income taxes
    
    
    
    
    
    
    (2,406
    )
    
    
    7,952
    
    
    
    1,372
    
    
    
    
    
    
    
    6,918Income tax (benefit) expense
    
    
    
    
    
    
    (2,266
    )
    
    
    2,784
    
    
    
    434
    
    
    
    
    
    
    
    952Equity in earnings of subsidiaries
    
    
    5,966
    
    
    
    6,106
    
    
    
    958
    
    
    
    3,632
    
    
    
    (16,662
    )
    
    
    Net income
    
    $
    5,966
    
    
    $
    5,966
    
    
    $
    6,126
    
    
    $
    4,570
    
    
    $
    (16,662
    )
    
    $
    5,966
 ATT Holding Co.
Condensed Consolidating Statement of Operations
For the Thirteen Week Period Ended June 30, 2007
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    135,879
    
    
    $
    
    
    
    $
    24,184
    
    
    $
    (3,174
    )
    
    $
    156,889Cost of goods sold
    
    
    
    
    
    
    104,559
    
    
    
    
    
    
    
    17,359
    
    
    
    (3,174
    )
    
    
    118,744Gross profit
    
    
    
    
    
    
    31,320
    
    
    
    
    
    
    
    6,825
    
    
    
    
    
    
    
    38,145Selling, general and
administrative expenses
    
    
    
    
    
    
    21,085
    
    
    
    
    
    
    
    4,517
    
    
    
    
    
    
    
    25,602Loss on disposal of fixed assets
    
    
    
    
    
    
    583
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    583Amortization of intangible assets
    
    
    
    
    
    
    333
    
    
    
    
    
    
    
    42
    
    
    
    
    
    
    
    375Operating income
    
    
    
    
    
    
    9,319
    
    
    
    
    
    
    
    2,266
    
    
    
    
    
    
    
    11,585Interest expense (income), net
    
    
    
    
    
    
    11,093
    
    
    
    (1,891
    )
    
    
    77
    
    
    
    
    
    
    
    9,279Other expense (income)
    
    
    
    
    
    
    1,890
    
    
    
    (2,240
    )
    
    
    (269
    )
    
    
    
    
    
    
    (619
    )(Loss) income before income taxes
    
    
    
    
    
    
    (3,664
    )
    
    
    4,131
    
    
    
    2,458
    
    
    
    
    
    
    
    2,925Income tax (benefit) expense
    
    
    
    
    
    
    (1,000
    )
    
    
    1,446
    
    
    
    769
    
    
    
    
    
    
    
    1,215Equity in earnings of subsidiaries
    
    
    1,710
    
    
    
    4,374
    
    
    
    
    
    
    
    
    
    
    
    (6,084
    )
    
    
    Net income
    
    $
    1,710
    
    
    $
    1,710
    
    
    $
    2,685
    
    
    $
    1,689
    
    
    $
    (6,084
    )
    
    $
    1,710
 20




---



##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 ATT Holding Co.
Condensed Consolidating Statement of Operations
For the Thirty-nine Week Period Ended June 28, 2008
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    340,020
    
    
    $
    
    
    
    $
    81,005
    
    
    $
    (12,521
    )
    
    $
    408,504Cost of goods sold
    
    
    
    
    
    
    258,934
    
    
    
    
    
    
    
    56,042
    
    
    
    (12,521
    )
    
    
    302,455Gross profit
    
    
    
    
    
    
    81,086
    
    
    
    
    
    
    
    24,963
    
    
    
    
    
    
    
    106,049Selling, general and administrative
expenses
    
    
    
    
    
    
    56,754
    
    
    
    174
    
    
    
    14,848
    
    
    
    
    
    
    
    71,776Loss (gain) on disposal of fixed assets
    
    
    
    
    
    
    534
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    531Amortization of intangible assets
    
    
    
    
    
    
    886
    
    
    
    
    
    
    
    137
    
    
    
    
    
    
    
    1,023Impairment of fixed assets
    
    
    
    
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200Operating income (loss)
    
    
    
    
    
    
    22,712
    
    
    
    (174
    )
    
    
    9,981
    
    
    
    
    
    
    
    32,519Interest expense (income), net
    
    
    
    
    
    
    31,993
    
    
    
    (13,309
    )
    
    
    6,944
    
    
    
    
    
    
    
    25,628Other expense (income)
    
    
    
    
    
    
    6,960
    
    
    
    (8,218
    )
    
    
    1,728
    
    
    
    
    
    
    
    470(Loss) income before income taxes
    
    
    
    
    
    
    (16,241
    )
    
    
    21,353
    
    
    
    1,309
    
    
    
    
    
    
    
    6,421Income tax (benefit) expense
    
    
    
    
    
    
    (7,010
    )
    
    
    7,474
    
    
    
    446
    
    
    
    
    
    
    
    910Equity in earnings of subsidiaries
    
    
    5,511
    
    
    
    14,742
    
    
    
    1,030
    
    
    
    9,272
    
    
    
    (30,555
    )
    
    
    Net income
    
    $
    5,511
    
    
    $
    5,511
    
    
    $
    14,909
    
    
    $
    10,135
    
    
    $
    (30,555
    )
    
    $
    5,511
 ATT Holding Co.
Condensed Consolidating Statement of Operations
For the Thirty-nine Week Period Ended June 30, 2007
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    361,487
    
    
    $
    
    
    
    $
    61,917
    
    
    $
    (7,538
    )
    
    $
    415,866Cost of goods sold
    
    
    
    
    
    
    277,239
    
    
    
    
    
    
    
    43,105
    
    
    
    (7,538
    )
    
    
    312,806Gross profit
    
    
    
    
    
    
    84,248
    
    
    
    
    
    
    
    18,812
    
    
    
    
    
    
    
    103,060Selling, general and
administrative expenses
    
    
    
    
    
    
    62,112
    
    
    
    
    
    
    
    13,434
    
    
    
    
    
    
    
    75,546Loss on disposal of fixed assets
    
    
    
    
    
    
    1,212
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,212Amortization of intangible assets
    
    
    
    
    
    
    999
    
    
    
    
    
    
    
    121
    
    
    
    
    
    
    
    1,120Operating income
    
    
    
    
    
    
    19,925
    
    
    
    
    
    
    
    5,257
    
    
    
    
    
    
    
    25,182Interest expense (income), net
    
    
    
    
    
    
    32,812
    
    
    
    (5,486
    )
    
    
    85
    
    
    
    
    
    
    
    27,411Other expense (income)
    
    
    
    
    
    
    4,983
    
    
    
    (5,917
    )
    
    
    552
    
    
    
    
    
    
    
    (382
    )(Loss) income before income taxes
    
    
    
    
    
    
    (17,870
    )
    
    
    11,403
    
    
    
    4,620
    
    
    
    
    
    
    
    (1,847
    )Income tax expense
    
    
    
    
    
    
    1,061
    
    
    
    3,991
    
    
    
    1,509
    
    
    
    
    
    
    
    6,561Equity in (loss) earnings of
subsidiaries
    
    
    (8,408
    )
    
    
    10,523
    
    
    
    
    
    
    
    
    
    
    
    (2,115
    )
    
    
    Net (loss) income
    
    $
    (8,408
    )
    
    $
    (8,408
    )
    
    $
    7,412
    
    
    $
    3,111
    
    
    $
    (2,115
    )
    
    $
    (8,408
    )
 21




---



##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 ATT Holding Co.
Condensed Consolidating Statement of Cash Flows
For the Thirty-nine Week Period Ended June 28, 2008
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet income
    
    $
    5,511
    
    
    $
    5,511
    
    
    $
    14,909
    
    
    $
    10,136
    
    
    $
    (30,556
    )
    
    $
    5,511Adjustments to reconcile net income to
net cash (used in) provided by
operating activities:Depreciation expense
    
    
    
    
    
    
    9,691
    
    
    
    
    
    
    
    2,051
    
    
    
    
    
    
    
    11,742Equity in earnings of subsidiaries
    
    
    (5,511
    )
    
    
    (14,743
    )
    
    
    (1,030
    )
    
    
    (9,272
    )
    
    
    30,556
    
    
    
    Provision for deferred taxes
    
    
    
    
    
    
    1,125
    
    
    
    
    
    
    
    2,328
    
    
    
    
    
    
    
    3,453Other, net
    
    
    
    
    
    
    3,311
    
    
    
    
    
    
    
    157
    
    
    
    
    
    
    
    3,468Unrealized foreign currency loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    502
    
    
    
    
    
    
    
    502Changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (46,754
    )
    
    
    
    
    
    
    (1,013
    )
    
    
    
    
    
    
    (47,767
    )Inventories
    
    
    
    
    
    
    11,420
    
    
    
    
    
    
    
    (234
    )
    
    
    
    
    
    
    11,186Prepaid expenses and other current
assets
    
    
    
    
    
    
    (451
    )
    
    
    
    
    
    
    (226
    )
    
    
    
    
    
    
    (677
    )Accounts payable
    
    
    
    
    
    
    5,168
    
    
    
    (100
    )
    
    
    1,179
    
    
    
    
    
    
    
    6,247Intercompany accounts
    
    
    
    
    
    
    6,877
    
    
    
    (13,778
    )
    
    
    6,901
    
    
    
    
    
    
    
    Accrued expenses and other
liabilities
    
    
    
    
    
    
    5,460
    
    
    
    
    
    
    
    (691
    )
    
    
    
    
    
    
    4,769Net cash (used in) provided by
operating activities
    
    
    
    
    
    
    (13,385
    )
    
    
    1
    
    
    
    11,818
    
    
    
    
    
    
    
    (1,566
    )Investing activitiesCash paid for property, plant and
equipment
    
    
    
    
    
    
    (4,968
    )
    
    
    
    
    
    
    (547
    )
    
    
    
    
    
    
    (5,515
    )Proceeds from sale of property, plant
and equipment
    
    
    
    
    
    
    588
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    600Proceeds from state government grant
    
    
    
    
    
    
    300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300Net cash used in investing activities
    
    
    
    
    
    
    (4,080
    )
    
    
    
    
    
    
    (535
    )
    
    
    
    
    
    
    (4,615
    )Financing activitiesRepayments of long-term debt
    
    
    
    
    
    
    (522
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (522
    )Borrowings on revolver
    
    
    
    
    
    
    126,822
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    126,822Repayments on revolver
    
    
    
    
    
    
    (108,800
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (108,800
    )Net cash provided by financing
activities
    
    
    
    
    
    
    17,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,500Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (47
    )
    
    
    
    
    
    
    (47
    )Increase in cash and cash equivalents
    
    
    
    
    
    
    35
    
    
    
    1
    
    
    
    11,236
    
    
    
    
    
    
    
    11,272Cash and cash equivalents at beginning
of period
    
    
    
    
    
    
    276
    
    
    
    5
    
    
    
    4,901
    
    
    
    
    
    
    
    5,182Cash and cash equivalents at end of
period
    
    $
    
    
    
    $
    311
    
    
    $
    6
    
    
    $
    16,137
    
    
    $
    
    
    
    $
    16,454
 22




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##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 ATT Holding Co.
Condensed Consolidating Statement of Cash Flows
For the Thirty-nine Week Period Ended June 30, 2007
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet (loss) income
    
    $
    (8,408
    )
    
    $
    (8,408
    )
    
    $
    7,412
    
    
    $
    3,111
    
    
    $
    (2,115
    )
    
    $
    (8,408
    )Adjustments to reconcile net (loss)
income to net cash provided by (used in)
operating activities:Depreciation expense
    
    
    
    
    
    
    10,389
    
    
    
    
    
    
    
    1,786
    
    
    
    
    
    
    
    12,175Equity in loss (earnings) of subsidiaries
    
    
    8,408
    
    
    
    (10,523
    )
    
    
    
    
    
    
    
    
    
    
    2,115
    
    
    
    Provision for deferred taxes
    
    
    
    
    
    
    3,545
    
    
    
    
    
    
    
    228
    
    
    
    
    
    
    
    3,773Other, net
    
    
    
    
    
    
    4,393
    
    
    
    
    
    
    
    (48
    )
    
    
    
    
    
    
    4,345Unrealized foreign currency gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (487
    )
    
    
    
    
    
    
    (487
    )Changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (31,978
    )
    
    
    
    
    
    
    (932
    )
    
    
    
    
    
    
    (32,910
    )Inventories
    
    
    
    
    
    
    31,701
    
    
    
    
    
    
    
    (1,635
    )
    
    
    
    
    
    
    30,066Prepaid expenses and other current
assets
    
    
    
    
    
    
    750
    
    
    
    
    
    
    
    (178
    )
    
    
    
    
    
    
    572Accounts payable
    
    
    
    
    
    
    (3,133
    )
    
    
    45
    
    
    
    (724
    )
    
    
    
    
    
    
    (3,812
    )Intercompany accounts
    
    
    
    
    
    
    7,836
    
    
    
    (7,458
    )
    
    
    (378
    )
    
    
    
    
    
    
    Accrued expenses and other liabilities
    
    
    
    
    
    
    (3,132
    )
    
    
    
    
    
    
    590
    
    
    
    
    
    
    
    (2,542
    )Net cash provided by (used in) operating
activities
    
    
    
    
    
    
    1.440
    
    
    
    (1
    )
    
    
    1,333
    
    
    
    
    
    
    
    2,772Investing activitiesCash paid for property, plant and
equipment
    
    
    
    
    
    
    (5,335
    )
    
    
    
    
    
    
    (3,680
    )
    
    
    
    
    
    
    (9,015
    )Proceeds from sale of property, plant
and equipment
    
    
    
    
    
    
    1,666
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,666Release of restricted cash held in escrow
    
    
    
    
    
    
    2,081
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,081Investment in joint venture
    
    
    
    
    
    
    (300
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (300
    )Net cash used in investing activities
    
    
    
    
    
    
    (1,888
    )
    
    
    
    
    
    
    (3,680
    )
    
    
    
    
    
    
    (5,568
    )Financing activitiesRepayments of long-term debt
    
    
    
    
    
    
    (631
    )
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (633
    )Borrowings on revolver
    
    
    
    
    
    
    121,439
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121,439Repayments on revolver
    
    
    
    
    
    
    (120,948
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (120,948
    )Net cash used in financing activities
    
    
    
    
    
    
    (140
    )
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (142
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    31
    
    
    
    
    
    
    
    75
    
    
    
    
    
    
    
    106Decrease in cash and cash equivalents
    
    
    
    
    
    
    (557
    )
    
    
    (1
    )
    
    
    (2,274
    )
    
    
    
    
    
    
    (2,832
    )Cash and cash equivalents at beginning
of period
    
    
    
    
    
    
    1,017
    
    
    
    6
    
    
    
    4,615
    
    
    
    
    
    
    
    5,638Cash and cash equivalents at end of
period
    
    $
    
    
    
    $
    460
    
    
    $
    5
    
    
    $
    2,341
    
    
    $
    
    
    
    $
    2,806
 23




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##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 13. Related Party Transactions
   14. Assets Held for Sale
 Accounting for the Impairment or Disposal of Long-Lived Assets,
 15. Commitments and Contingencies
   24




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##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
  25




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward Looking Statements
    
    
    our liquidity and capital resources;
    
    increased concentration of our customers;
    
    sales levels to existing and new customers;
    
    availability and cost of raw materials;
    
    risks relating to foreign sourcing and foreign operations;
    
    general economic conditions including downturns in the housing market;
    
    changing consumer preferences;
    
    seasonality and adverse weather conditions;
    
    competitive pressures and trends;
    
    product liability claims;
    
    new product and customer initiatives;
    
    our ability to pay our debt or obtain alternative financing; and
    
    our ability to successfully consummate and integrate acquisitions.
 Risk Factors
 26




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##### Table of Contents



Overview
  
    
    Our Business  a general description of our business and a summary of critical
accounting estimates and recent accounting pronouncements.
    
    Operations Review  an analysis of our Companys consolidated results of operations
for the thirteen and thirty-nine week periods as presented in our unaudited condensed
consolidated financial statements.
    
    Liquidity, Capital Resources and Financial Position  an analysis of cash flows; debt
and other obligations; off-balance sheet arrangements; aggregate contractual obligations
and an overview of financial position.
 Our Business
 General
      Critical Accounting Estimates
  Recent Accounting Pronouncements
  27




---



##### Table of Contents



Basis of Presentation
    Operations Review
 Thirteen weeks ended June 28, 2008 compared to thirteen weeks ended June 30, 2007
 Company-Wide
  Thirteen Week Period EndedJune 28, 2008
    
    
    June 30, 2007(Dollars in Millions)Net sales
    
    $
    162.6
    
    
    
    100.0
    %
    
    $
    156.9
    
    
    
    100.0
    %Cost of goods sold
    
    
    121.8
    
    
    
    74.9
    %
    
    
    118.8
    
    
    
    75.7
    %Gross profit
    
    
    40.8
    
    
    
    25.1
    %
    
    
    38.1
    
    
    
    24.3
    %Selling, general, and administrative expenses
    
    
    25.8
    
    
    
    15.9
    %
    
    
    25.6
    
    
    
    16.3
    %Loss on disposal of fixed assets
    
    
    
    
    
    
    
    
    
    
    0.6
    
    
    
    0.4
    %Amortization of intangible assets
    
    
    0.3
    
    
    
    0.2
    %
    
    
    0.3
    
    
    
    0.2
    %Impairment of fixed assets
    
    
    0.2
    
    
    
    0.1
    %
    
    
    
    
    
    
    Operating income
    
    
    14.5
    
    
    
    8.9
    %
    
    
    11.6
    
    
    
    7.4
    %Interest expense, net
    
    
    8.4
    
    
    
    5.2
    %
    
    
    9.3
    
    
    
    5.9
    %Other income
    
    
    (0.9
    )
    
    
    -0.6
    %
    
    
    (0.6
    )
    
    
    -0.4
    %Income before income taxes
    
    
    7.0
    
    
    
    4.3
    %
    
    
    2.9
    
    
    
    1.9
    %Income tax expense
    
    
    1.0
    
    
    
    0.6
    %
    
    
    1.2
    
    
    
    0.8
    %Net income
    
    $
    6.0
    
    
    
    3.7
    %
    
    $
    1.7
    
    
    
    1.1
    %
 Net Sales.
 Gross Profit.
 28




---



##### Table of Contents



Selling, General and Administrative (SG&A) Expenses.
 Amortization of Intangible Assets.
 Interest Expense, Net.
 Other Income.
 Income Tax Expense.
 Our Segments
  Thirteen Week Period EndedJune 28, 2008
    
    
    June 30, 2007(Dollars in Millions)Net sales:United States
    
    $
    136.1
    
    
    
    83.7
    %
    
    $
    132.7
    
    
    
    84.6
    %Canada
    
    
    24.3
    
    
    
    14.9
    %
    
    
    21.9
    
    
    
    14.0
    %Other
    
    
    2.2
    
    
    
    1.4
    %
    
    
    2.3
    
    
    
    1.4
    %Total net sales
    
    $
    162.6
    
    
    
    100
    %
    
    $
    156.9
    
    
    
    100.0
    %Operating income :United States
    
    $
    11.4
    
    
    
    8.4
    %
    
    $
    9.3
    
    
    
    7.0
    %Canada
    
    
    3.1
    
    
    
    12.8
    %
    
    
    2.2
    
    
    
    10.0
    %Other
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    4.3
    %Total operating income
    
    $
    14.5
    
    
    
    8.9
    %
    
    $
    11.6
    
    
    
    7.4
    %
 29




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##### Table of Contents



United States
 Net Sales.
 Operating income
 Canada
 Net Sales.
 Operating income.
 Other
  Thirty-nine weeks ended June 28, 2008 compared to thirty-nine weeks ended June 30, 2007
 Company-Wide
  Thirty-nine Week Period EndedJune 28, 2008
    
    
    June 30, 2007(Dollars in Millions)Net sales
    
    $
    408.5
    
    
    
    100.0
    %
    
    $
    415.9
    
    
    
    100.0
    %Cost of goods sold
    
    
    302.5
    
    
    
    74.0
    %
    
    
    312.8
    
    
    
    75.2
    %Gross profit
    
    
    106.0
    
    
    
    26.0
    %
    
    
    103.1
    
    
    
    24.8
    %Selling, general, and administrative expenses
    
    
    71.8
    
    
    
    17.6
    %
    
    
    75.6
    
    
    
    18.2
    %Loss on disposal of fixed assets
    
    
    0.5
    
    
    
    0.1
    %
    
    
    1.2
    
    
    
    0.3
    %Amortization of intangible assets
    
    
    1.0
    
    
    
    0.2
    %
    
    
    1.1
    
    
    
    0.3
    %Impairment of fixed assets
    
    
    0.2
    
    
    
    0.0
    %
    
    
    
    
    
    
    Operating income
    
    
    32.5
    
    
    
    8.0
    %
    
    
    25.2
    
    
    
    6.1
    %Interest expense, net
    
    
    25.6
    
    
    
    6.3
    %
    
    
    27.4
    
    
    
    6.6
    %Other expense (income)
    
    
    0.5
    
    
    
    0.1
    %
    
    
    (0.4
    )
    
    
    -0.1
    %Income (loss) before taxes
    
    
    6.4
    
    
    
    1.6
    %
    
    
    (1.8
    )
    
    
    -0.4
    %Income tax expense
    
    
    0.9
    
    
    
    0.2
    %
    
    
    6.6
    
    
    
    1.6
    %Net income (loss)
    
    $
    5.5
    
    
    
    1.4
    %
    
    $
    (8.4
    )
    
    
    -2.0
    %
 30




---



##### Table of Contents



Net Sales.
 Gross Profit.
 Selling, General and Administrative (SG&A) Expenses.
 Amortization of Intangible Assets.
 Interest Expense, Net.
 Other Expense (Income).
 Income Tax Expense.
 31




---



##### Table of Contents



Our Segments
  Thirty-nine week Period EndedJune 28, 2008
    
    
    June 30, 2007(Dollars in Millions)Net sales:United States
    
    $
    330.0
    
    
    
    80.8
    %
    
    $
    354.1
    
    
    
    85.1
    %Canada
    
    
    72.6
    
    
    
    17.8
    %
    
    
    55.9
    
    
    
    13.5
    %Other
    
    
    5.9
    
    
    
    1.4
    %
    
    
    5.9
    
    
    
    1.4
    %Total net sales
    
    $
    408.5
    
    
    
    100.0
    %
    
    $
    415.9
    
    
    
    100.0
    %Operating income (loss):United States
    
    $
    22.7
    
    
    
    6.9
    %
    
    $
    19.9
    
    
    
    5.6
    %Canada
    
    
    10.0
    
    
    
    13.8
    %
    
    
    5.3
    
    
    
    9.5
    %Other
    
    
    (0.2
    )
    
    
    -3.4
    %
    
    
    
    
    
    
    Total operating income
    
    $
    32.5
    
    
    
    8.0
    %
    
    $
    25.2
    
    
    
    6.1
    %
 United States
 Net Sales.
 Operating income
 Canada
 Net Sales.
 Operating income.
 Other
  32




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##### Table of Contents



Liquidity and Capital Resources
  Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  Debt and Other Obligations
 Senior Secured Credit Facility as Amended and Restated
   33




---



##### Table of Contents



Senior Subordinated Notes
    34




---



##### Table of Contents



Senior Floating Rate Notes
  pari passu
  Other Debt
  Interest Rate Swaps
  35




---



##### Table of Contents



Accounting for Derivative Instruments and Hedging Activities Accounting for Certain Derivative Instruments and Certain Hedging
Activities Amendment of Statement 133 on Derivative Instruments and Hedging
Activities
 Off-Balance Sheet Arrangements
  Contractual Obligations and Commitments
  July
    
    
    October
    
    
    October
    
    
    October
    
    
    October2008 to
    
    
    2008 to
    
    
    2009 to
    
    
    2010 to
    
    
    2011 toSeptember
    
    
    September
    
    
    September
    
    
    September
    
    
    SeptemberTotal
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    Thereafter(Dollars in Thousands)Contractual ObligationsRevolving credit facility
    
    $
    60,520
    
    
    $
    60,520
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Senior Floating Rate Notes
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    Senior Subordinated Notes
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    Term Note
    
    
    1,171
    
    
    
    137
    
    
    
    555
    
    
    
    479
    
    
    
    
    
    
    
    
    
    
    
    Interest on Notes
    
    
    107,853
    
    
    
    6,787
    
    
    
    27,955
    
    
    
    28,566
    
    
    
    28,680
    
    
    
    15,865
    
    
    
    Operating leases
    
    
    81,623
    
    
    
    2,535
    
    
    
    9,557
    
    
    
    9,434
    
    
    
    9,369
    
    
    
    7,817
    
    
    
    42,911Pension and postretirement
payments
    
    
    3,879
    
    
    
    1,176
    
    
    
    460
    
    
    
    470
    
    
    
    1,081
    
    
    
    692
    
    
    
    Medical self-insurance
    
    
    1,849
    
    
    
    1,849
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Open purchase orders
    
    
    34,552
    
    
    
    34,552
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other commitments
    
    
    838
    
    
    
    343
    
    
    
    495
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    592,285
    
    
    $
    107,899
    
    
    $
    39,022
    
    
    $
    38,949
    
    
    $
    39,130
    
    
    $
    324,374
    
    
    $
    42,911CommitmentsOutstanding letters of credit
    
    $
    3,182
    
    
    $
    3,182
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Total commitments
    
    $
    3,182
    
    
    $
    3,182
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 36




---



##### Table of Contents



Financial Position
  
    
    An increase in accounts receivable and accounts payable of $47.9 million and $6.2
million, respectively, and a decrease in inventory of $11.2 million as a result of
finishing our peak selling season.
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
  Foreign Operations; Currency Risk
  37




---



##### Table of Contents



Raw Material; Commodity Price Risk
  
 Item 4. Controls and Procedures
 Evaluation of Controls and Procedures
    Changes in Internal Control over Financial Reporting
  38




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 Exhibit 31.1
    
    Certification of Chief Executive Officer Pursuant to Rules
13a-14 and 15d-14, As Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 Exhibit 31.2
    
    Certification of Chief Financial Officer Pursuant to Rules
13a-14 and 15d-14, As Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 Exhibit 32.1
    
    Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, As Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
 Exhibit 32.2
    
    Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, As Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
 39




---



##### Table of Contents



AMES TRUE TEMPER, INC.
 
 SIGNATURES
  AMES TRUE TEMPER,
INC.Date: August 11, 2008
    /s/ Richard DellRichard DellDirector, President and Chief Executive Officer
(Principal Executive Officer) Date: August 11, 2008
    /s/ David M. NutiDavid M. NutiChief Financial Officer
(Principal Financial Officer) 40




---



##### Table of Contents



AMES TRUE TEMPER, INC.
 
 EXHIBIT INDEX
 Exhibit
    
    Description31.1
    
    
    Certification of Chief Executive Officer Pursuant to Rules 13a-14
and 15d-14, As Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer Pursuant to Rules 13a-14
and 15d-14, As Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 41