##### 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 March 28, 2009
 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
  þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  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 March 28, 2009
and September 27, 2008
    
    
    1Condensed Consolidated Statements of Operations for the
thirteen week periods ended March 28, 2009 and March 29,
2008
    
    
    2Condensed Consolidated Statements of Operations for the
twenty-six week periods ended March 28, 2009 and March 29,
2008
    
    
    3Condensed Consolidated Statements of Cash Flows for the
twenty-six week periods ended March 28, 2009 and March 29,
2008
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    25Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    36Item 4T. Controls and Procedures
    
    
    37PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    38Item 1A. Risk Factors
    
    
    38Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    38Item 3. Defaults Upon Senior Securities
    
    
    38Item 4. Submission of Matters to a Vote of Security-Holders
    
    
    38Item 5. Other Information
    
    
    38Item 6. Exhibits
    
    
    38Signatures
    
    
    39EX-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)
 March 28,
    
    
    September 27,2009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    16,373
    
    
    $
    17,159Trade receivables, net
    
    
    86,735
    
    
    
    59,168Inventories
    
    
    131,884
    
    
    
    110,891Assets held for sale
    
    
    307
    
    
    
    1,025Prepaid expenses and other current assets
    
    
    5,028
    
    
    
    6,156Total current assets
    
    
    240,327
    
    
    
    194,399Property, plant and equipment, net
    
    
    49,265
    
    
    
    55,237Intangibles, net
    
    
    54,385
    
    
    
    56,149Goodwill
    
    
    55,632
    
    
    
    58,242Other noncurrent assets
    
    
    8,296
    
    
    
    9,798Total assets
    
    $
    407,905
    
    
    $
    373,825Liabilities and stockholders deficitCurrent liabilities:Trade accounts payable
    
    $
    36,394
    
    
    $
    35,691Accrued interest payable
    
    
    5,066
    
    
    
    6,021Accrued expenses and other current liabilities
    
    
    25,282
    
    
    
    27,634Revolving loan
    
    
    82,100
    
    
    
    40,010Current portion of long-term debt and capital lease obligations
    
    
    572
    
    
    
    554Total current liabilities
    
    
    149,414
    
    
    
    109,910Deferred income taxes
    
    
    11,595
    
    
    
    11,348Long-term debt
    
    
    299,936
    
    
    
    300,130Accrued retirement benefits
    
    
    22,790
    
    
    
    26,108Other liabilities
    
    
    11,479
    
    
    
    10,534Total liabilities
    
    
    495,214
    
    
    
    458,030Commitments 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 March 28, 2009 and September 27, 2008
(Liquidation preference of $62,495 at March 28, 2009)
    
    
    
    
    
    
    Common stock  Class A, $.0001 per share par value; 1,600,000
shares authorized; 726,556 shares issued and outstanding as of
March 28, 2009 and September 27, 2008
    
    
    
    
    
    
    Common stock  Class B, $.0001 per share par value; 300,000
shares authorized; 267,448 shares issued and outstanding as of
March 28, 2009 and September 27, 2008
    
    
    
    
    
    
    Additional paid-in capital
    
    
    110,843
    
    
    
    110,500Predecessor basis adjustment
    
    
    (13,539
    )
    
    
    (13,539
    )Accumulated deficit
    
    
    (179,900
    )
    
    
    (172,129
    )Accumulated other comprehensive loss
    
    
    (4,713
    )
    
    
    (9,037
    )Total stockholders deficit
    
    
    (87,309
    )
    
    
    (84,205
    )Total liabilities and stockholders deficit
    
    $
    407,905
    
    
    $
    373,825
 See accompanying notes.
 1




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##### Table of Contents



ATT Holding Co.
 
 Condensed Consolidated Statements of Operations
 (Dollars In Thousands)
 (Unaudited)
 Thirteen Week Period EndedMarch 28,
    
    
    March 29,2009
    
    
    2008Net sales
    
    $
    142,293
    
    
    $
    147,143Cost of goods sold
    
    
    107,490
    
    
    
    107,222Gross profit
    
    
    34,803
    
    
    
    39,921Selling, general and administrative expenses
    
    
    22,502
    
    
    
    24,487Loss on disposal of fixed assets
    
    
    270
    
    
    
    213Amortization of intangible assets
    
    
    304
    
    
    
    341Impairment charge
    
    
    
    
    
    
    34Operating income
    
    
    11,727
    
    
    
    14,846Interest expense
    
    
    7,364
    
    
    
    8,726Other expense
    
    
    1,073
    
    
    
    3,679Income before income taxes
    
    
    3,290
    
    
    
    2,441Income tax expense (benefit)
    
    
    1,123
    
    
    
    (892
    )Net income
    
    $
    2,167
    
    
    $
    3,333
 See accompanying notes.
 2




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##### Table of Contents



ATT Holding Co.
 
 Condensed Consolidated Statements of Operations
 (Dollars In Thousands)
 (Unaudited)
 Twenty-Six Week Period EndedMarch 28,
    
    
    March 29,2009
    
    
    2008Net sales
    
    $
    234,627
    
    
    $
    245,924Cost of goods sold
    
    
    171,939
    
    
    
    180,629Gross profit
    
    
    62,688
    
    
    
    65,295Selling, general and administrative expenses
    
    
    40,300
    
    
    
    45,955Loss on disposal of fixed assets
    
    
    302
    
    
    
    499Amortization of intangible assets
    
    
    609
    
    
    
    683Impairment charge
    
    
    476
    
    
    
    34Operating income
    
    
    21,001
    
    
    
    18,124Interest expense
    
    
    15,335
    
    
    
    17,232Other expense
    
    
    12,436
    
    
    
    1,389Loss before income taxes
    
    
    (6,770
    )
    
    
    (497
    )Income tax expense (benefit)
    
    
    1,301
    
    
    
    (42
    )Net loss
    
    $
    (8,071
    )
    
    $
    (455
    )
 See accompanying notes.
 3




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##### Table of Contents



ATT Holding Co.
 
 Condensed Consolidated Statements of Cash Flows
 (Dollars In Thousands)
 (Unaudited)
 Twenty-Six Week Period EndedMarch 28,
    
    
    March 29,2009
    
    
    2008Operating activitiesNet loss
    
    $
    (8,071
    )
    
    $
    (455
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation expense
    
    
    7,943
    
    
    
    7,861Amortization of intangible assets
    
    
    609
    
    
    
    683Amortization of loan fees included in interest expense
    
    
    1,110
    
    
    
    1,120Provision for deferred taxes
    
    
    938
    
    
    
    1,908Loss (benefit) from bad debts
    
    
    208
    
    
    
    (47
    )Noncash interest expense
    
    
    
    
    
    
    24Amortization of bond discount
    
    
    54
    
    
    
    54Loss on disposal of fixed assets
    
    
    302
    
    
    
    499Unrealized loss
    
    
    13,682
    
    
    
    1,405Impairment charge
    
    
    476
    
    
    
    34Changes in assets and liabilities:Accounts receivable
    
    
    (29,494
    )
    
    
    (32,917
    )Inventories
    
    
    (23,974
    )
    
    
    (17,236
    )Prepaid expenses and other assets
    
    
    1,697
    
    
    
    1,348Accounts payable
    
    
    1,856
    
    
    
    13,336Accrued expenses and other liabilities
    
    
    (3,413
    )
    
    
    (1,609
    )Net cash used in operating activities
    
    
    (36,077
    )
    
    
    (23,992
    )Investing activitiesCash paid for property, plant and equipment
    
    
    (3,908
    )
    
    
    (3,351
    )Proceeds from sale of property, plant and equipment
    
    
    39
    
    
    
    498Net cash used in investing activities
    
    
    (3,869
    )
    
    
    (2,853
    )Financing activitiesRepayments of long-term debt
    
    
    (275
    )
    
    
    (371
    )Borrowings on revolver
    
    
    99,590
    
    
    
    87,938Repayments on revolver
    
    
    (57,500
    )
    
    
    (56,600
    )Principal payments under capital lease obligation
    
    
    (3
    )
    
    
    Net cash provided by financing activities
    
    
    41,812
    
    
    
    30,967Effect of exchange rate changes on cash
    
    
    (2,652
    )
    
    
    (280
    )(Decrease) Increase in cash and cash equivalents
    
    
    (786
    )
    
    
    3,842Cash and cash equivalents at beginning of period
    
    
    17,159
    
    
    
    5,182Cash and cash equivalents at end of period
    
    $
    16,373
    
    
    $
    9,024Supplemental Cash Flow InformationCash paid for interest
    
    $
    15,273
    
    
    $
    16,426Cash paid for income taxes
    
    $
    155
    
    
    $
    69Property, plant and equipment in trade accounts payable at end of period
    
    $
    323
    
    
    $
    102
 See accompanying notes.
 4




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ATT HOLDING CO.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars in Thousands)
 (Unaudited)
 1. Basis of Presentation
   2. Recent Accounting Pronouncements
 Adopted
 Fair Value Measurements
 Employers Accounting for Defined Benefit
Pension and Other Postretirement 
Plans  an amendment of FASB No. 87, 88, 106, and 132(R)
 The Fair Value Option for Financial Assets
and Financial Liabilities, Including an Amendment of FASB Statement No. 115
 5




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##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 Disclosures about Derivative Instruments and
Hedging Activities , Accounting for Derivative Instruments and Hedging Activities
 To Be Adopted
 Effective Date of FASB
Statement No. 157
 Business Combinations
 
    
    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.
  Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
 3. Inventories
  March 28,
    
    
    September 27,2009
    
    
    2008Finished goods
    
    $
    82,659
    
    
    $
    69,681Work in process
    
    
    16,190
    
    
    
    13,564Raw materials
    
    
    33,035
    
    
    
    27,646$
    131,884
    
    
    $
    110,891
 6




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##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 4. Goodwill and Other Intangibles
  United States
    
    
    Canada
    
    
    TotalGoodwill at September 27, 2008
    
    $
    43,605
    
    
    $
    14,637
    
    
    $
    58,242Currency translation adjustments
    
    
    
    
    
    
    (2,610
    )
    
    
    (2,610
    )Goodwill at March 28, 2009
    
    $
    43,605
    
    
    $
    12,027
    
    
    $
    55,632
  Gross Carrying
    
    
    AccumulatedAmount
    
    
    AmortizationIndefinite lived intangible assets:Trade names
    
    $
    47,964
    
    
    $
    Finite lived intangible assets:Technology (patents)
    
    
    1,356
    
    
    
    1,118Non-compete agreements
    
    
    976
    
    
    
    955Customer relationships
    
    
    11,631
    
    
    
    5,46913,963
    
    
    
    7,542$
    61,927
    
    
    $
    7,542
  Gross Carrying
    
    
    AccumulatedAmount
    
    
    AmortizationIndefinite lived intangible assets:Trade names
    
    $
    48,967
    
    
    $
    Finite lived intangible assets:Technology (patents)
    
    
    1,356
    
    
    
    1,095Non-compete agreements
    
    
    976
    
    
    
    944Customer relationships
    
    
    11,775
    
    
    
    4,88614,107
    
    
    
    6,925$
    63,074
    
    
    $
    6,925
  7




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##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 April 2009  September 2009
    
    $
    611Fiscal 2010
    
    
    1,211Fiscal 2011
    
    
    1,200Fiscal 2012
    
    
    1,180Fiscal 2013
    
    
    1,166Thereafter
    
    
    1,053$
    6,421
 5. Income Taxes
    6. Debt Arrangements
  March 28,
    
    
    September 27,2009
    
    
    2008Revolving Loan
    
    $
    82,100
    
    
    $
    40,010Senior Floating Rate Notes, net of
unamortized discount of $295 and $349,
respectively
    
    
    149,705
    
    
    
    149,651Senior Subordinated Notes
    
    
    150,000
    
    
    
    150,000Term Note
    
    
    758
    
    
    
    1,033Capital Lease Obligation
    
    
    45
    
    
    
    Total debt
    
    
    382,608
    
    
    
    340,694Less:Short-term Revolving Loan
    
    
    (82,100
    )
    
    
    (40,010
    )Current portion of capital lease obligation
    
    
    (10
    )
    
    
    Current portion of long-term debt
    
    
    (562
    )
    
    
    (554
    )Long-term debt
    
    $
    299,936
    
    
    $
    300,130
 8




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##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 Letters of
    
    
    
    
    
    (b)Borrowing
    
    Credit
    
    (a)
    
    InterestMaximum
    
    Base as of
    
    Outstanding as
    
    Availability
    
    Rate as ofBorrowing
    
    March
    
    of March
    
    as of March
    
    March
    
    ExpirationAmount
    
    28, 2009
    
    28, 2009
    
    28, 2009
    
    28, 2009
    
    DateRevolving Loan
    
    $
    130,000
    
    
    $
    129,757
    
    
    $
    2,408
    
    
    $
    45,249
    
    
    
    2.31
    %
    
    Apr 7, 2011
 (d)
    
    
    
    
    
    (e)Original
    
    (c)
    
    Interest
    
    Maturity
    
    Call OptionPrincipal
    
    Interest Rate
    
    Payments
    
    Date
    
    DateJan 15, Apr 15,Senior Floating Rate Notes
    
    $
    150,000
    
    
    LIBOR + 4
    %
    
    Jul 15, Oct 15
    
    Jan 15, 2012
    
    Jan 15, 2007Senior Subordinated Notes
    
    
    150,000
    
    
    
    10
    %
    
    Jan 15, Jul 15
    
    Jul 15, 2012
    
    Jul 15, 2008Term Note
    
    
    2,700
    
    
    
    2.5
    %
    
    Monthly
    
    Jul 19, 2010
    
    
    
    n/a
 
 (a)
    
    Total amount available is limited by the amount of eligible accounts receivable,
inventory, machinery and equipment, and real estate less letters of credit outstanding.(b)
    
    The interest rate applicable to the loans under the Revolving Loan is either 1) the
Eurodollar Rate or London Interbank Offered Rate (LIBOR) plus a margin of 1.75% to 2.75%,
or 2) the Base Rate plus a margin of 0.50% to 1.50%. The Base Rate is calculated at the
higher of 1) the prevailing Federal Funds rate plus 50 basis points or 2) the
administrative agents prime interest rate plus an applicable rate determined by the
Companys consolidated leverage ratio as defined by the Amended and Restated Senior Secured
Credit Agreement.(c)
    
    LIBOR represents the three month London Interbank Offered Rate which resets quarterly.
LIBOR was 1.09% as of January 13, 2009. January 13, 2009 is the reset date for the April
15, 2009 interest payment.(d)
    
    Interest payments are in cash and paid in arrears.(e)
    
    The Senior Floating Rate Notes do not have a redemption premium. The Senior
Subordinated Notes have a redemption price of 105.0% of principal on or after July 15,
2008, 102.5% of principal on or after July 15, 2009, and 100% of principal on or after July
15, 2010. Interest Rate Swaps
  (a)EffectiveNotional
    
    InterestReceive
    
    Pay
    
    Amount
    
    RateJanuary 16, 2009 through January 15, 2010
    
    3-month LIBOR
    
    
    4.31
    %
    
    $
    33,333
    
    
    
    8.31
    %January 16, 2009 through January 15, 2010
    
    3-month LIBOR
    
    
    4.29
    %
    
    
    16,667
    
    
    
    8.29
    %January 15, 2009 through January 15, 2010
    
    3-month LIBOR
    
    
    1.40
    %
    
    
    100,000
    
    
    
    5.40
    %January 15, 2010 through January 15, 2011
    
    3-month LIBOR
    
    
    1.90
    %
    
    
    150,000
    
    
    
    5.90
    %January 18, 2011 through January 15, 2012
    
    3-month LIBOR
    
    
    2.50
    %
    
    
    150,000
    
    
    
    6.50
    %
 
 (a)
    
    Represents the effective interest rate on the respective portion of the Senior Floating
Rate Notes including the contractual terms of the interest rate swap for the periods
indicated. 9




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ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 7. Pension and Other Post-retirement Benefits
 Pension Benefits
    
    
    Other BenefitsThirteen Week
    
    
    Thirteen WeekPeriod Ended
    
    
    Period EndedMarch 28,
    
    
    March 29,
    
    
    March 28,
    
    
    March 29,2009
    
    
    2008
    
    
    2009
    
    
    2008Service Cost
    
    $
    109
    
    
    $
    762
    
    
    $
    
    
    
    $
    Interest Cost
    
    
    2,149
    
    
    
    2,268
    
    
    
    22
    
    
    
    23Expected return on plan assets
    
    
    (2,585
    )
    
    
    (2,625
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    6
    
    
    
    6
    
    
    
    
    
    
    
    Amortization of unrecognized net
loss (gain)
    
    
    98
    
    
    
    (5
    )
    
    
    (29
    )
    
    
    (29
    )Net periodic benefit (credit) cost
    
    $
    (223
    )
    
    $
    406
    
    
    $
    (7
    )
    
    $
    (6
    )
 Pension Benefits
    
    
    Other BenefitsTwenty-Six Week
    
    
    Twenty-Six WeekPeriod Ended
    
    
    Period EndedMarch 28,
    
    
    March 29,
    
    
    March 28,
    
    
    March 29,2009
    
    
    2008
    
    
    2009
    
    
    2008Service Cost
    
    $
    218
    
    
    $
    1,524
    
    
    $
    1
    
    
    $
    1Interest Cost
    
    
    4,298
    
    
    
    4,536
    
    
    
    44
    
    
    
    47Expected return on plan assets
    
    
    (5,170
    )
    
    
    (5,250
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    12
    
    
    
    11
    
    
    
    
    
    
    
    Amortization of unrecognized net
loss (gain)
    
    
    196
    
    
    
    (10
    )
    
    
    (59
    )
    
    
    (60
    )Net periodic benefit (credit) cost
    
    $
    (446
    )
    
    $
    811
    
    
    $
    (14
    )
    
    $
    (12
    )
  Employer Contributions
   10




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##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 8. Other Comprehensive Loss
 Thirteen WeekPeriod EndedMarch 28,
    
    
    March 29,2009
    
    
    2008Net income
    
    $
    2,167
    
    
    $
    3,333Other comprehensive loss:Currency translation adjustment
    
    
    359
    
    
    
    2,104Fair value adjustments of swaps, net of tax
    
    
    (849
    )
    
    
    (2,456
    )Comprehensive income
    
    $
    1,677
    
    
    $
    2,981
 Twenty-Six WeekPeriod EndedMarch 28,
    
    
    March 29,2009
    
    
    2008Net loss
    
    $
    (8,071
    )
    
    $
    (455
    )Other comprehensive loss:Currency translation adjustment
    
    
    5,678
    
    
    
    1,035Fair value adjustments of swaps, net of tax
    
    
    (1,449
    )
    
    
    (3,222
    )Effect of SFAS 158 adoption, net of tax (See Note 7)
    
    
    95
    
    
    
    Comprehensive loss
    
    $
    (3,747
    )
    
    $
    (2,642
    )
 9. Segment Information
  Thirteen Week Period EndedMarch 28, 2009United States
    
    
    Canada
    
    
    Other
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    117,107
    
    
    $
    24,026
    
    
    $
    1,160
    
    
    $
    
    
    
    $
    142,293Intersegment sales
    
    
    5,339
    
    
    
    547
    
    
    
    587
    
    
    
    (6,473
    )
    
    
    Operating income (loss)
    
    
    8,912
    
    
    
    3,389
    
    
    
    (574
    )
    
    
    
    
    
    
    11,727Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,364Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,073Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,290
 11




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##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 Thirteen Week Period EndedMarch 29, 2008United States
    
    
    Canada
    
    
    Other
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    119,240
    
    
    $
    25,786
    
    
    $
    2,117
    
    
    $
    
    
    
    $
    147,143Intersegment sales
    
    
    4,917
    
    
    
    952
    
    
    
    471
    
    
    
    (6,340
    )
    
    
    Operating income (loss)
    
    
    11,034
    
    
    
    3,881
    
    
    
    (69
    )
    
    
    
    
    
    
    14,846Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,726Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,679Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,441
 Twenty-Six Week Period EndedMarch 28, 2009United States
    
    
    Canada
    
    
    Other
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    183,607
    
    
    $
    48,351
    
    
    $
    2,669
    
    
    $
    
    
    
    $
    234,627Intersegment sales
    
    
    7,139
    
    
    
    1,458
    
    
    
    1,169
    
    
    
    (9,766
    )
    
    
    Operating income (loss)
    
    
    12,516
    
    
    
    9,232
    
    
    
    (747
    )
    
    
    
    
    
    
    21,001Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,335Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,436Loss before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (6,770
    )
 Twenty-Six Week Period EndedMarch 29, 2008United States
    
    
    Canada
    
    
    Other
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    193,916
    
    
    $
    48,322
    
    
    $
    3,686
    
    
    $
    
    
    
    $
    245,924Intersegment sales
    
    
    6,353
    
    
    
    1,416
    
    
    
    1,350
    
    
    
    (9,119
    )
    
    
    Operating income (loss)
    
    
    11,395
    
    
    
    6,866
    
    
    
    (137
    )
    
    
    
    
    
    
    18,124Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,232Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,389Loss before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (497
    )
  March 28,
    
    
    September 27,2009
    
    
    2008United States
    
    $
    282,963
    
    
    $
    250,964Canada
    
    
    117,632
    
    
    
    114,953Other
    
    
    7,310
    
    
    
    7,908Total
    
    $
    407,905
    
    
    $
    373,825
 12




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##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 10. Other Expense
  Thirteen Week Period EndedMarch 28,
    
    
    March 29,2009
    
    
    2008Unrealized loss
    
    $
    1,840
    
    
    $
    3,733Other
    
    
    (767
    )
    
    
    (54
    )Total
    
    $
    1,073
    
    
    $
    3,679
 Twenty-Six Week Period EndedMarch 28,
    
    
    March 29,2009
    
    
    2008Unrealized loss
    
    $
    13,682
    
    
    $
    1,405Other
    
    
    (1,246
    )
    
    
    (16
    )Total
    
    $
    12,436
    
    
    $
    1,389
  11. Condensed Guarantor Data
   13




---



##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
  14




---



##### 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 March 28, 2009
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    192
    
    
    $
    10
    
    
    $
    16,171
    
    
    $
    
    
    
    $
    16,373Trade receivables, net
    
    
    
    
    
    
    72,291
    
    
    
    
    
    
    
    14,444
    
    
    
    
    
    
    
    86,735Inventories
    
    
    
    
    
    
    109,786
    
    
    
    
    
    
    
    22,098
    
    
    
    
    
    
    
    131,884Assets held for sale
    
    
    
    
    
    
    307
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    307Prepaid expenses and other
current assets
    
    
    
    
    
    
    2,973
    
    
    
    
    
    
    
    2,055
    
    
    
    
    
    
    
    5,028Total current assets
    
    
    
    
    
    
    185,549
    
    
    
    10
    
    
    
    54,768
    
    
    
    
    
    
    
    240,327Property, plant and equipment, net
    
    
    
    
    
    
    38,782
    
    
    
    
    
    
    
    10,483
    
    
    
    
    
    
    
    49,265Intangibles, net
    
    
    
    
    
    
    5,629
    
    
    
    42,701
    
    
    
    6,055
    
    
    
    
    
    
    
    54,385Goodwill
    
    
    
    
    
    
    43,605
    
    
    
    
    
    
    
    12,027
    
    
    
    
    
    
    
    55,632Intercompany receivable
    
    
    
    
    
    
    28,563
    
    
    
    255,391
    
    
    
    2,583
    
    
    
    (286,537
    )
    
    
    Investment in subsidiaries
    
    
    
    
    
    
    232,314
    
    
    
    55,837
    
    
    
    166,472
    
    
    
    (454,623
    )
    
    
    Other noncurrent assets
    
    
    
    
    
    
    8,296
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,296Total assets
    
    $
    
    
    
    $
    542,738
    
    
    $
    353,939
    
    
    $
    252,388
    
    
    $
    (741,160
    )
    
    $
    407,905Liabilities and stockholders
(deficit) equityCurrent liabilities:Trade accounts payable
    
    $
    
    
    
    $
    29,574
    
    
    $
    54
    
    
    $
    6,766
    
    
    $
    
    
    
    $
    36,394Accrued interest payable
    
    
    
    
    
    
    5,066
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,066Accrued expenses and other
current liabilities
    
    
    
    
    
    
    18,969
    
    
    
    
    
    
    
    6,313
    
    
    
    
    
    
    
    25,282Revolving loan
    
    
    
    
    
    
    82,100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,100Current portion of long-term
debt and capital lease
obligations
    
    
    
    
    
    
    562
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    572Total current liabilities
    
    
    
    
    
    
    136,271
    
    
    
    54
    
    
    
    13,089
    
    
    
    
    
    
    
    149,414Deferred income taxes
    
    
    
    
    
    
    112
    
    
    
    10,114
    
    
    
    1,369
    
    
    
    
    
    
    
    11,595Long-term debt
    
    
    
    
    
    
    299,901
    
    
    
    
    
    
    
    35
    
    
    
    
    
    
    
    299,936Accrued retirement benefits
    
    
    
    
    
    
    21,339
    
    
    
    
    
    
    
    1,451
    
    
    
    
    
    
    
    22,790Other liabilities
    
    
    
    
    
    
    11,309
    
    
    
    131
    
    
    
    39
    
    
    
    
    
    
    
    11,479Intercompany payable
    
    
    
    
    
    
    161,115
    
    
    
    
    
    
    
    125,422
    
    
    
    (286,537
    )
    
    
    Cumulative losses in subsidiaries
    
    
    87,309
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (87,309
    )
    
    
    Total liabilities
    
    
    87,309
    
    
    
    630,047
    
    
    
    10,299
    
    
    
    141,405
    
    
    
    (373,846
    )
    
    
    495,214Commitments and contingenciesStockholders (deficit) equity:Preferred stock  Series A
    
    
    
    
    
    
    
    
    
    
    118,249
    
    
    
    58,253
    
    
    
    (176,502
    )
    
    
    Common stock  Class A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock  Class B
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Additional paid-in capital
    
    
    110,843
    
    
    
    110,843
    
    
    
    154,502
    
    
    
    
    
    
    
    (265,345
    )
    
    
    110,843Predecessor basis adjustment
    
    
    (13,539
    )
    
    
    (13,539
    )
    
    
    
    
    
    
    
    
    
    
    13,539
    
    
    
    (13,539
    )(Accumulated deficit) retained
earnings
    
    
    (179,900
    )
    
    
    (179,900
    )
    
    
    54,717
    
    
    
    35,842
    
    
    
    89,341
    
    
    
    (179,900
    )Accumulated other comprehensive
(loss) income
    
    
    (4,713
    )
    
    
    (4,713
    )
    
    
    16,172
    
    
    
    16,888
    
    
    
    (28,347
    )
    
    
    (4,713
    )Total stockholders (deficit) equity
    
    
    (87,309
    )
    
    
    (87,309
    )
    
    
    343,640
    
    
    
    110,983
    
    
    
    (367,314
    )
    
    
    (87,309
    )Total liabilities and stockholders
(deficit) equity
    
    $
    
    
    
    $
    542,738
    
    
    $
    353,939
    
    
    $
    252,388
    
    
    $
    (741,160
    )
    
    $
    407,905
 15




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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 Balance Sheet
As of September 27, 2008
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    285
    
    
    $
    5
    
    
    $
    16,869
    
    
    $
    
    
    
    $
    17,159Trade receivables, net
    
    
    
    
    
    
    48,413
    
    
    
    
    
    
    
    10,755
    
    
    
    
    
    
    
    59,168Inventories
    
    
    
    
    
    
    91,411
    
    
    
    
    
    
    
    19,480
    
    
    
    
    
    
    
    110,891Assets held for sale
    
    
    
    
    
    
    1,025
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,025Prepaid expenses and other
current assets
    
    
    
    
    
    
    4,313
    
    
    
    
    
    
    
    1,843
    
    
    
    
    
    
    
    6,156Total current assets
    
    
    
    
    
    
    145,447
    
    
    
    5
    
    
    
    48,947
    
    
    
    
    
    
    
    194,399Property, plant and equipment, net
    
    
    
    
    
    
    42,202
    
    
    
    
    
    
    
    13,035
    
    
    
    
    
    
    
    55,237Intangibles, net
    
    
    
    
    
    
    6,162
    
    
    
    42,701
    
    
    
    7,286
    
    
    
    
    
    
    
    56,149Goodwill
    
    
    
    
    
    
    43,605
    
    
    
    
    
    
    
    14,637
    
    
    
    
    
    
    
    58,242Intercompany receivable
    
    
    
    
    
    
    27,079
    
    
    
    241,936
    
    
    
    2,309
    
    
    
    (271,324
    )
    
    
    Investment in subsidiaries
    
    
    
    
    
    
    223,202
    
    
    
    58,343
    
    
    
    157,732
    
    
    
    (439,277
    )
    
    
    Other noncurrent assets
    
    
    
    
    
    
    9,798
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,798Total assets
    
    $
    
    
    
    $
    497,495
    
    
    $
    342,985
    
    
    $
    243,946
    
    
    $
    (710,601
    )
    
    $
    373,825Liabilities and stockholders
(deficit) equityCurrent liabilities:Trade accounts payable
    
    $
    
    
    
    $
    28,172
    
    
    $
    48
    
    
    $
    7,471
    
    
    $
    
    
    
    $
    35,691Accrued interest payable
    
    
    
    
    
    
    6,021
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,021Accrued expenses and other
current liabilities
    
    
    
    
    
    
    20,174
    
    
    
    
    
    
    
    7,460
    
    
    
    
    
    
    
    27,634Revolving loan
    
    
    
    
    
    
    40,010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,010Current portion of long-term
debt and capital lease
obligations
    
    
    
    
    
    
    554
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    554Total current liabilities
    
    
    
    
    
    
    94,931
    
    
    
    48
    
    
    
    14,931
    
    
    
    
    
    
    
    109,910Deferred income taxes
    
    
    
    
    
    
    112
    
    
    
    9,566
    
    
    
    1,670
    
    
    
    
    
    
    
    11,348Long-term debt
    
    
    
    
    
    
    300,130
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,130Accrued retirement benefits
    
    
    
    
    
    
    24,508
    
    
    
    
    
    
    
    1,600
    
    
    
    
    
    
    
    26,108Other liabilities
    
    
    
    
    
    
    10,487
    
    
    
    
    
    
    
    47
    
    
    
    
    
    
    
    10,534Intercompany payable
    
    
    
    
    
    
    151,532
    
    
    
    
    
    
    
    119,792
    
    
    
    (271,324
    )
    
    
    Cumulative losses in subsidiaries
    
    
    84,205
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (84,205
    )
    
    
    Total liabilities
    
    
    84,205
    
    
    
    581,700
    
    
    
    9,614
    
    
    
    138,040
    
    
    
    (355,529
    )
    
    
    458,030Commitments and contingenciesStockholders (deficit) equity:Preferred stock  Series A
    
    
    
    
    
    
    
    
    
    
    118,249
    
    
    
    58,253
    
    
    
    (176,502
    )
    
    
    Common stock  Class A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    (172,129
    )
    
    
    (172,129
    )
    
    
    50,548
    
    
    
    38,082
    
    
    
    83,499
    
    
    
    (172,129
    )Accumulated other
comprehensive (loss) income
    
    
    (9,037
    )
    
    
    (9,037
    )
    
    
    10,072
    
    
    
    9,571
    
    
    
    (10,606
    )
    
    
    (9,037
    )Total stockholders (deficit)
    
    
    (84,205
    )
    
    
    (84,205
    )
    
    
    333,371
    
    
    
    105,906
    
    
    
    (355,072
    )
    
    
    (84,205
    )Total liabilities and
stockholders (deficit) equity
    
    $
    
    
    
    $
    497,495
    
    
    $
    342,985
    
    
    $
    243,946
    
    
    $
    (710,601
    )
    
    $
    373,825
 16




---



##### 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 March 28, 2009
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    121,743
    
    
    $
    
    
    
    $
    26,397
    
    
    $
    (5,847
    )
    
    $
    142,293Cost of goods sold
    
    
    
    
    
    
    94,073
    
    
    
    
    
    
    
    19,264
    
    
    
    (5,847
    )
    
    
    107,490Gross profit
    
    
    
    
    
    
    27,670
    
    
    
    
    
    
    
    7,133
    
    
    
    
    
    
    
    34,803Selling, general and administrative
expenses
    
    
    
    
    
    
    18,268
    
    
    
    57
    
    
    
    4,177
    
    
    
    
    
    
    
    22,502Loss on disposal of fixed assets
    
    
    
    
    
    
    270
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    270Amortization of intangible assets
    
    
    
    
    
    
    266
    
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    304Operating income (loss)
    
    
    
    
    
    
    8,866
    
    
    
    (57
    )
    
    
    2,918
    
    
    
    
    
    
    
    11,727Interest expense (income)
    
    
    
    
    
    
    9,751
    
    
    
    (4,899
    )
    
    
    2,512
    
    
    
    
    
    
    
    7,364Other expense (income)
    
    
    
    
    
    
    2,432
    
    
    
    (2,976
    )
    
    
    1,617
    
    
    
    
    
    
    
    1,073(Loss) income before income taxes
    
    
    
    
    
    
    (3,317
    )
    
    
    7,818
    
    
    
    (1,211
    )
    
    
    
    
    
    
    3,290Income tax expense
    
    
    
    
    
    
    43
    
    
    
    227
    
    
    
    853
    
    
    
    
    
    
    
    1,123Equity in earnings (loss) of subsidiaries
    
    
    2,167
    
    
    
    5,527
    
    
    
    (1,439
    )
    
    
    4,960
    
    
    
    (11,215
    )
    
    
    Net income
    
    $
    2,167
    
    
    $
    2,167
    
    
    $
    6,152
    
    
    $
    2,896
    
    
    $
    (11,215
    )
    
    $
    2,167
 ATT Holding Co.
Condensed Consolidating Statement of Operations
For the Thirteen Week Period Ended March 29, 2008
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    123,769
    
    
    $
    
    
    
    $
    29,202
    
    
    $
    (5,828
    )
    
    $
    147,143Cost of goods sold
    
    
    
    
    
    
    92,685
    
    
    
    
    
    
    
    20,365
    
    
    
    (5,828
    )
    
    
    107,222Gross profit
    
    
    
    
    
    
    31,084
    
    
    
    
    
    
    
    8,837
    
    
    
    
    
    
    
    39,921Selling, general and administrative
expenses
    
    
    
    
    
    
    19,506
    
    
    
    91
    
    
    
    4,890
    
    
    
    
    
    
    
    24,487Loss on disposal of fixed assets
    
    
    
    
    
    
    213
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    213Amortization of intangible assets
    
    
    
    
    
    
    296
    
    
    
    
    
    
    
    45
    
    
    
    
    
    
    
    341Impairment charge
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34Operating income (loss)
    
    
    
    
    
    
    11,035
    
    
    
    (91
    )
    
    
    3,902
    
    
    
    
    
    
    
    14,846Interest expense (income)
    
    
    
    
    
    
    10,848
    
    
    
    (4,426
    )
    
    
    2,304
    
    
    
    
    
    
    
    8,726Other expense (income)
    
    
    
    
    
    
    2,612
    
    
    
    (3,068
    )
    
    
    4,135
    
    
    
    
    
    
    
    3,679(Loss) income before income taxes
    
    
    
    
    
    
    (2,425
    )
    
    
    7,403
    
    
    
    (2,537
    )
    
    
    
    
    
    
    2,441Income tax (benefit) expense
    
    
    
    
    
    
    (2,675
    )
    
    
    2,591
    
    
    
    (808
    )
    
    
    
    
    
    
    (892
    )Equity in earnings (loss) of subsidiaries
    
    
    3,333
    
    
    
    3,083
    
    
    
    (1,676
    )
    
    
    3,277
    
    
    
    (8,017
    )
    
    
    Net income
    
    $
    3,333
    
    
    $
    3,333
    
    
    $
    3,136
    
    
    $
    1,548
    
    
    $
    (8,017
    )
    
    $
    3,333
 17




---



##### 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 Twenty-Six Week Period Ended March 28, 2009
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    189,939
    
    
    $
    
    
    
    $
    53,192
    
    
    $
    (8,504
    )
    
    $
    234,627Cost of goods sold
    
    
    
    
    
    
    144,178
    
    
    
    
    
    
    
    36,265
    
    
    
    (8,504
    )
    
    
    171,939Gross profit
    
    
    
    
    
    
    45,761
    
    
    
    
    
    
    
    16,927
    
    
    
    
    
    
    
    62,688Selling, general and administrative
expenses
    
    
    
    
    
    
    31,925
    
    
    
    100
    
    
    
    8,275
    
    
    
    
    
    
    
    40,300Loss on disposal of fixed assets
    
    
    
    
    
    
    302
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    302Amortization of intangible assets
    
    
    
    
    
    
    533
    
    
    
    
    
    
    
    76
    
    
    
    
    
    
    
    609Impairment charge
    
    
    
    
    
    
    476
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    476Operating income (loss)
    
    
    
    
    
    
    12,525
    
    
    
    (100
    )
    
    
    8,576
    
    
    
    
    
    
    
    21,001Interest expense (income)
    
    
    
    
    
    
    20,056
    
    
    
    (9,788
    )
    
    
    5,067
    
    
    
    
    
    
    
    15,335Other expense (income)
    
    
    
    
    
    
    3,778
    
    
    
    (4,846
    )
    
    
    13,504
    
    
    
    
    
    
    
    12,436(Loss) income before income taxes
    
    
    
    
    
    
    (11,309
    )
    
    
    14,534
    
    
    
    (9,995
    )
    
    
    
    
    
    
    (6,770
    )Income tax expense
    
    
    
    
    
    
    99
    
    
    
    218
    
    
    
    984
    
    
    
    
    
    
    
    1,301Equity in (loss) earnings of subsidiaries
    
    
    (8,071
    )
    
    
    3,337
    
    
    
    (10,147
    )
    
    
    8,740
    
    
    
    6,141
    
    
    
    Net (loss) income
    
    $
    (8,071
    )
    
    $
    (8,071
    )
    
    $
    4,169
    
    
    $
    (2,239
    )
    
    $
    6,141
    
    
    $
    (8,071
    )
 ATT Holding Co.
Condensed Consolidating Statement of Operations
For the Twenty-Six Week Period Ended March 29, 2008
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    199,881
    
    
    $
    
    
    
    $
    53,696
    
    
    $
    (7,653
    )
    
    $
    245,924Cost of goods sold
    
    
    
    
    
    
    151,646
    
    
    
    
    
    
    
    36,636
    
    
    
    (7,653
    )
    
    
    180,629Gross profit
    
    
    
    
    
    
    48,235
    
    
    
    
    
    
    
    17,060
    
    
    
    
    
    
    
    65,295Selling, general and administrative
expenses
    
    
    
    
    
    
    35,715
    
    
    
    116
    
    
    
    10,124
    
    
    
    
    
    
    
    45,955Loss on disposal of fixed assets
    
    
    
    
    
    
    499
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    499Amortization of intangible assets
    
    
    
    
    
    
    591
    
    
    
    
    
    
    
    92
    
    
    
    
    
    
    
    683Impairment charge
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34Operating income (loss)
    
    
    
    
    
    
    11,396
    
    
    
    (116
    )
    
    
    6,844
    
    
    
    
    
    
    
    18,124Interest expense (income)
    
    
    
    
    
    
    21,390
    
    
    
    (8,800
    )
    
    
    4,642
    
    
    
    
    
    
    
    17,232Other expense (income)
    
    
    
    
    
    
    3,841
    
    
    
    (4,717
    )
    
    
    2,265
    
    
    
    
    
    
    
    1,389(Loss) income before income taxes
    
    
    
    
    
    
    (13,835
    )
    
    
    13,401
    
    
    
    (63
    )
    
    
    
    
    
    
    (497
    )Income tax (benefit) expense
    
    
    
    
    
    
    (4,744
    )
    
    
    4,690
    
    
    
    12
    
    
    
    
    
    
    
    (42
    )Equity in (loss) earnings of subsidiaries
    
    
    (455
    )
    
    
    8,636
    
    
    
    72
    
    
    
    5,640
    
    
    
    (13,893
    )
    
    
    Net (loss) income
    
    $
    (455
    )
    
    $
    (455
    )
    
    $
    8,783
    
    
    $
    5,565
    
    
    $
    (13,893
    )
    
    $
    (455
    )
 18




---



##### 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 Twenty-Six Week Period Ended March 28, 2009
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet (loss) income
    
    $
    (8,071
    )
    
    $
    (8,071
    )
    
    $
    4,169
    
    
    $
    (2,239
    )
    
    $
    6,141
    
    
    $
    (8,071
    )Adjustments to reconcile (net loss) income
to net cash (used in) provided by operating
activities:Depreciation expense
    
    
    
    
    
    
    6,946
    
    
    
    
    
    
    
    997
    
    
    
    
    
    
    
    7,943Equity in loss (earnings) of subsidiaries
    
    
    8,071
    
    
    
    (3,337
    )
    
    
    10,147
    
    
    
    (8,740
    )
    
    
    (6,141
    )
    
    
    Provision for deferred taxes
    
    
    
    
    
    
    
    
    
    
    548
    
    
    
    390
    
    
    
    
    
    
    
    938Other, net
    
    
    
    
    
    
    2,128
    
    
    
    
    
    
    
    155
    
    
    
    
    
    
    
    2,283Unrealized loss
    
    
    
    
    
    
    57
    
    
    
    
    
    
    
    13,625
    
    
    
    
    
    
    
    13,682Impairment charge
    
    
    
    
    
    
    476
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    476Related party non-cash transactions
    
    
    
    
    
    
    3,502
    
    
    
    (3,600
    )
    
    
    98
    
    
    
    
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (24,006
    )
    
    
    
    
    
    
    (5,488
    )
    
    
    
    
    
    
    (29,494
    )Inventories
    
    
    
    
    
    
    (18,375
    )
    
    
    
    
    
    
    (5,599
    )
    
    
    
    
    
    
    (23,974
    )Prepaid expenses and other current assets
    
    
    
    
    
    
    1,730
    
    
    
    
    
    
    
    (33
    )
    
    
    
    
    
    
    1,697Accounts payable
    
    
    
    
    
    
    1,403
    
    
    
    8
    
    
    
    445
    
    
    
    
    
    
    
    1,856Intercompany accounts
    
    
    
    
    
    
    4,484
    
    
    
    (11,398
    )
    
    
    6,914
    
    
    
    
    
    
    
    Accrued expenses and other liabilities
    
    
    
    
    
    
    (5,294
    )
    
    
    131
    
    
    
    1,750
    
    
    
    
    
    
    
    (3,413
    )Net cash (used in) provided by operating
activities
    
    
    
    
    
    
    (38,357
    )
    
    
    5
    
    
    
    2,275
    
    
    
    
    
    
    
    (36,077
    )Investing activitiesCash paid for property, plant and equipment
    
    
    
    
    
    
    (3,590
    )
    
    
    
    
    
    
    (318
    )
    
    
    
    
    
    
    (3,908
    )Proceeds from sale of property, plant and
equipment
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39Net cash used in investing activities
    
    
    
    
    
    
    (3,551
    )
    
    
    
    
    
    
    (318
    )
    
    
    
    
    
    
    (3,869
    )Financing activitiesRepayments of long-term debt
    
    
    
    
    
    
    (275
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (275
    )Borrowings on revolver
    
    
    
    
    
    
    99,590
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99,590Repayments on revolver
    
    
    
    
    
    
    (57,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (57,500
    )Principal payments under capital lease
obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    (3
    )Net cash provided by financing activities
    
    
    
    
    
    
    41,815
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    41,812Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,652
    )
    
    
    
    
    
    
    (2,652
    )(Decrease) increase in cash and cash
equivalents
    
    
    
    
    
    
    (93
    )
    
    
    5
    
    
    
    (698
    )
    
    
    
    
    
    
    (786
    )Cash and cash equivalents at beginning of
period
    
    
    
    
    
    
    285
    
    
    
    5
    
    
    
    16,869
    
    
    
    
    
    
    
    17,159Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    192
    
    
    $
    10
    
    
    $
    16,171
    
    
    $
    
    
    
    $
    16,373
 19




---



##### 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 Twenty-Six Week Period Ended March 29, 2008
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet (loss) income
    
    $
    (455
    )
    
    $
    (455
    )
    
    $
    8,783
    
    
    $
    5,565
    
    
    $
    (13,893
    )
    
    $
    (455
    )Adjustments to reconcile (net loss) income
to net cash (used in) provided by operating
activities:Depreciation expense
    
    
    
    
    
    
    6,487
    
    
    
    
    
    
    
    1,374
    
    
    
    
    
    
    
    7,861Equity in loss (earnings) of subsidiaries
    
    
    455
    
    
    
    (8,636
    )
    
    
    (72
    )
    
    
    (5,640
    )
    
    
    13,893
    
    
    
    Provision for deferred taxes
    
    
    
    
    
    
    (231
    )
    
    
    
    
    
    
    2,139
    
    
    
    
    
    
    
    1,908Other, net
    
    
    
    
    
    
    2,150
    
    
    
    
    
    
    
    183
    
    
    
    
    
    
    
    2,333Unrealized loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,405
    
    
    
    
    
    
    
    1,405Impairment charge
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34Changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (26,993
    )
    
    
    
    
    
    
    (5,924
    )
    
    
    
    
    
    
    (32,917
    )Inventories
    
    
    
    
    
    
    (17,109
    )
    
    
    
    
    
    
    (127
    )
    
    
    
    
    
    
    (17,236
    )Prepaid expenses and other current assets
    
    
    
    
    
    
    1,536
    
    
    
    
    
    
    
    (188
    )
    
    
    
    
    
    
    1,348Accounts payable
    
    
    
    
    
    
    10,801
    
    
    
    (84
    )
    
    
    2,619
    
    
    
    
    
    
    
    13,336Intercompany accounts
    
    
    
    
    
    
    3,816
    
    
    
    (8,652
    )
    
    
    4,836
    
    
    
    
    
    
    
    Accrued expenses and other liabilities
    
    
    
    
    
    
    140
    
    
    
    26
    
    
    
    (1,775
    )
    
    
    
    
    
    
    (1,609
    )Net cash (used in) provided by operating
activities
    
    
    
    
    
    
    (28,460
    )
    
    
    1
    
    
    
    4,467
    
    
    
    
    
    
    
    (23,992
    )Investing activitiesCash paid for property, plant and equipment
    
    
    
    
    
    
    (3,122
    )
    
    
    
    
    
    
    (229
    )
    
    
    
    
    
    
    (3,351
    )Proceeds from sale of property, plant and
equipment
    
    
    
    
    
    
    498
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    498Net cash used in investing activities
    
    
    
    
    
    
    (2,624
    )
    
    
    
    
    
    
    (229
    )
    
    
    
    
    
    
    (2,853
    )Financing activitiesRepayments of long-term debt
    
    
    
    
    
    
    (371
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (371
    )Borrowings on revolver
    
    
    
    
    
    
    87,938
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,938Repayments on revolver
    
    
    
    
    
    
    (56,600
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56,600
    )Net cash provided by financing activities
    
    
    
    
    
    
    30,967
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,967Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (280
    )
    
    
    
    
    
    
    (280
    )(Decrease) increase in cash and cash
equivalents
    
    
    
    
    
    
    (117
    )
    
    
    1
    
    
    
    3,958
    
    
    
    
    
    
    
    3,842Cash and cash equivalents at beginning of
period
    
    
    
    
    
    
    276
    
    
    
    5
    
    
    
    4,901
    
    
    
    
    
    
    
    5,182Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    159
    
    
    $
    6
    
    
    $
    8,859
    
    
    $
    
    
    
    $
    9,024
 20




---



##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 12. Related Party Transactions
   13. Commitments and Contingencies
    14. Assets Held for Sale
  21




---



##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
  15. Fair Value Measurements
   
    
    Level 1  Inputs that represent quoted prices for identical instruments in active markets.
    
    Level 2  Inputs that represent quoted prices for similar instruments in active markets,
or quoted prices for identical instruments in non-active markets. Also includes valuation
techniques whose inputs are derived principally from observable market data other than
quoted prices, such as interest rates or other market-corroborated means.
    
    Level 3  Inputs that are largely unobservable, as little or no market data exists for
the instrument being valued.
  Items Measured at Fair Value on a Recurring Basis
  Quoted Pricesin Active
    
    
    Significant
    
    
    SignificantMarkets for
    
    
    Other
    
    
    OtherIdentical
    
    
    Observable
    
    
    Unobservable
    
    
    Total as ofAssets
    
    
    Inputs
    
    
    Inputs
    
    
    March 28,(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    2009Foreign currency forward contracts
    
    $
    
    
    
    $
    417
    
    
    $
    
    
    
    $
    417Total assets
    
    $
    
    
    
    $
    417
    
    
    $
    
    
    
    $
    417Interest rate swaps and other
    
    $
    
    
    
    $
    2,338
    
    
    $
    
    
    
    $
    2,338Total liabilities
    
    $
    
    
    
    $
    2,338
    
    
    $
    
    
    
    $
    2,338
 22




---



##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
 16. Derivatives
      Asset Derivatives
    
    Liability DerivativesQualifies
    
    
    
    
    
    Balance
    
    Loss
    
    
    
    
    
    Balance
    
    LossDescription of
    
    for Hedge
    
    Fair
    
    Sheet
    
    Recognized
    
    Fair
    
    Sheet
    
    RecognizedDerivative
    
    Designation
    
    Value
    
    Location
    
    in OCI
    
    Value
    
    Location
    
    in OCIForeign
currency forward contracts
    
    No
    
    $
    417
    
    
    
    (a
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    No
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (57
    )
    
    
    (b
    )
    
    
    Interest rate swaps
    
    Yes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,281
    )
    
    
    (c
    )
    
    
    (2,281
    )
 
 (a)
    
    The balance sheet location for the foreign currency forward contracts is Prepaid Expenses and Other
Current Assets.(b)
    
    The balance sheet location for the other is Accrued Expenses and Other
Current Liabilities.(c)
    
    The balance sheet location for the interest rate swaps is Other Liabilities. 23




---



##### Table of Contents



ATT HOLDING CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited
  Location of gain or
    
    Amount of gain
    
    
    
    
    
    Amount of gainQualifies
    
    (loss) reclassed
    
    or (loss) reclassed
    
    Location of gain or
    
    or (loss)Description of
    
    for Hedge
    
    from AOCI into
    
    from AOCI into
    
    (loss) recognized in
    
    recognized inDerivative
    
    Designation
    
    earnings
    
    earnings
    
    earnings
    
    earningsForeign currency
forward contracts
    
    No
    
    
    
    
    
    
    
    
    
    Other expense
    
    $
    210Other
    
    No
    
    
    
    
    
    
    
    
    
    SG&A
    
    
    (38
    )Other
    
    No
    
    
    
    
    
    
    
    
    
    Other expense
    
    
    24Interest rate swaps
    
    Yes
    
    Interest expense
    
    $
    (329
    )
    
    
    
    
    
    
    
  Location of gain or
    
    Amount of gain
    
    
    
    
    
    Amount of gainQualifies
    
    (loss) reclassed
    
    or (loss) reclassed
    
    Location of gain or
    
    or (loss)Description of
    
    for Hedge
    
    from AOCI into
    
    from AOCI into
    
    (loss) recognized in
    
    recognized inDerivative
    
    Designation
    
    earnings
    
    earnings
    
    earnings
    
    earningsForeign currency
forward contracts
    
    No
    
    
    
    
    
    
    
    
    
    Other expense
    
    $
    1,847Other
    
    No
    
    
    
    
    
    
    
    
    
    SG&A
    
    
    (48
    )Other
    
    No
    
    
    
    
    
    
    
    
    
    Other expense
    
    
    (57
    )Interest
rate swaps
    
    Yes
    
    Interest expense
    
    $
    (220
    )
    
    
    
    
    
    
    
   17. Other
  24




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Forward-Looking Statements
   
    
    we depend on a small number of customers for a significant portion of our business;
    
    our results of operations have been and may continue to be adversely impacted by macroeconomic events;
    
    increased reliance on third party suppliers and manufacturers may decrease our
ability to meet customer demands;
    
    if we are unable to obtain raw materials for our products at favorable prices it
could adversely impact our operating performance;
    
    we are subject to risks associated with our foreign operations, especially our
operations in China;
    
    unseasonable weather could have a negative impact on our business and financial
results;
    
    our lawn and garden sales are highly seasonal, which could impact our cash flow and
operating results;
    
    our industry is highly competitive and we may not be able to compete successfully;
    
    further consolidation in the retail industry may adversely affect our results of
operations;
    
    a failure to successfully introduce new products could result in a reduction in sales
and floor space at retailers that carry our products;
    
    the products that we manufacture could expose us to product liability claims;
    
    our ability to pay our debt or seek alternative financing may be adversely impacted
by other factors listed herein;
    
    environmental health and safety laws, ordinances, and regulations impose risks and
costs on us;
    
    we depend on the service of key individuals, the loss of any of which could
materially harm our business;
    
    unionized employees could strike or participate in a work stoppage; and
    
    we may not be able to acquire complementary lawn and garden product manufacturers or
brands; in addition, pursuing or completing acquisitions may negatively impact our
operating results, divert managements attention from operating our core business, and
expose us to other risks.
 25




---



##### Table of Contents



Risk Factors
 Overview
  
    
    Our Business  a general description of our business.
    
    Operations Review  an analysis of our consolidated results of operations.
    
    Liquidity and Capital Resources  an analysis of cash flows, debt and other
obligations, off-balance sheet arrangements and aggregate contractual obligations and an
overview of financial position.
 Our Business
 General
   Operations Review
 Company-Wide
  26




---



##### Table of Contents



(Dollars in Millions)Q2
    
    
    Q2
    
    
    Increase/(Decrease)2009
    
    
    2008
    
    
    $
    
    
    %Net sales
    
    $
    142.3
    
    
    $
    147.1
    
    
    $
    (4.8
    )
    
    
    (3.3
    )%Cost of goods sold
    
    
    107.5
    
    
    
    107.2
    
    
    
    0.3
    
    
    
    0.3Gross profit
    
    
    34.8
    
    
    
    39.9
    
    
    
    (5.1
    )
    
    
    (12.8
    )Gross profit percentage
    
    
    24.5
    %
    
    
    27.1
    %Selling, general, and
administrative
expenses
    
    
    22.5
    
    
    
    24.5
    
    
    
    (2.0
    )
    
    
    (8.2
    )Loss on disposal of
fixed assets
    
    
    0.3
    
    
    
    0.2
    
    
    
    0.1
    
    
    
    50.0Amortization of
intangible assets
    
    
    0.3
    
    
    
    0.3
    
    
    
    
    
    
    
    Impairment charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating income
    
    
    11.7
    
    
    
    14.8
    
    
    
    (3.1
    )
    
    
    (20.9
    )Operating income
percentage
    
    
    8.2
    %
    
    
    10.1
    %Interest expense
    
    
    7.4
    
    
    
    8.7
    
    
    
    (1.3
    )
    
    
    (14.9
    )Other expense
    
    
    1.1
    
    
    
    3.7
    
    
    
    (2.6
    )
    
    
    (70.3
    )Income before taxes
    
    
    3.3
    
    
    
    2.4
    
    
    
    0.9
    
    
    
    37.5Income tax expense
(benefit)
    
    
    1.1
    
    
    
    (0.9
    )
    
    
    2.0
    
    
    
    *Net income
    
    $
    2.2
    
    
    $
    3.3
    
    
    $
    (1.1
    )
    
    
    (33.3
    )%
 
 *
    
    Greater than 100%.Note: Totals may not sum due to rounding. Q2 2009 compared to Q2 2008
 Net Sales.
 Gross Profit.
 Selling, General, and Administrative Expense (SG&A).
 Loss on Disposal of Fixed Assets.
 Amortization of Intangible Assets.
 Interest Expense.
 27




---



##### Table of Contents



Other Expense.
 Income Tax Expense (Benefit).
 Our Segments
  (Dollars in Millions)Q2
    
    
    Q2
    
    
    Increase/(Decrease)2009
    
    
    2008
    
    
    $
    
    
    %Net sales:United States
    
    $
    117.1
    
    
    $
    119.2
    
    
    $
    (2.1
    )
    
    
    (1.8
    )%Canada
    
    
    24.0
    
    
    
    25.8
    
    
    
    (1.8
    )
    
    
    (7.0
    )Other
    
    
    1.2
    
    
    
    2.1
    
    
    
    (0.9
    )
    
    
    (42.9
    )Net sales
    
    $
    142.3
    
    
    $
    147.1
    
    
    $
    (4.8
    )
    
    
    (3.3
    )%Operating income (loss):United States
    
    $
    8.9
    
    
    $
    11.0
    
    
    $
    (2.1
    )
    
    
    (19.1
    )%Canada
    
    
    3.4
    
    
    
    3.9
    
    
    
    (0.5
    )
    
    
    (12.8
    )Other
    
    
    (0.6
    )
    
    
    (0.1
    )
    
    
    (0.5
    )
    
    
    *Operating income
    
    $
    11.7
    
    
    $
    14.8
    
    
    $
    (3.1
    )
    
    
    (20.9
    )%
 
 *
    
    Greater than 100%.Note: Totals may not sum due to rounding. Q2 2009 compared to Q2 2008
 United States
 Net Sales.
 Operating income
 28




---



##### Table of Contents



Canada
 Net Sales.
 Operating income.
 Other
 Net Sales.
 Operating income.
 Company-Wide
  (Dollars in Millions)YTD
    
    
    YTD
    
    
    Increase/(Decrease)2009
    
    
    2008
    
    
    $
    
    
    %Net sales
    
    $
    234.6
    
    
    $
    245.9
    
    
    $
    (11.3
    )
    
    
    (4.6
    )%Cost of goods sold
    
    
    171.9
    
    
    
    180.6
    
    
    
    (8.7
    )
    
    
    (4.8
    )Gross profit
    
    
    62.7
    
    
    
    65.3
    
    
    
    (2.6
    )
    
    
    (4.0
    )Gross profit percentage
    
    
    26.7
    %
    
    
    26.6
    %Selling, general, and
administrative
expenses
    
    
    40.3
    
    
    
    46.0
    
    
    
    (5.7
    )
    
    
    (12.4
    )Loss on disposal of
fixed assets
    
    
    0.3
    
    
    
    0.5
    
    
    
    (0.2
    )
    
    
    (40.0
    )Amortization of
intangible assets
    
    
    0.6
    
    
    
    0.7
    
    
    
    (0.1
    )
    
    
    (14.3
    )Impairment charge
    
    
    0.5
    
    
    
    
    
    
    
    0.5
    
    
    
    Operating income
    
    
    21.0
    
    
    
    18.1
    
    
    
    2.9
    
    
    
    16.0Operating income
percentage
    
    
    9.0
    %
    
    
    7.4
    %Interest expense
    
    
    15.3
    
    
    
    17.2
    
    
    
    (1.9
    )
    
    
    (11.0
    )Other expense
    
    
    12.4
    
    
    
    1.4
    
    
    
    11.0
    
    
    
    *Loss before taxes
    
    
    (6.8
    )
    
    
    (0.5
    )
    
    
    (6.3
    )
    
    
    *Income tax expense
    
    
    1.3
    
    
    
    
    
    
    
    1.3
    
    
    
    Net loss
    
    $
    (8.1
    )
    
    $
    (0.5
    )
    
    $
    (7.6
    )
    
    
    *
 
 *
    
    Greater than 100%.Note: Totals may not sum due to rounding. YTD 2009 compared to YTD 2008
 Net Sales.
 29




---



##### Table of Contents



Gross Profit.
 Selling, General and Administrative (SG&A) Expenses.
 Loss on Disposal of Fixed Assets.
 Amortization of Intangible Assets.
 Impairment Charge.
 Interest Expense.
 Other Expense.
 Income Tax Expense.
 Our Segments
 
 30




---



##### Table of Contents



(Dollars in Millions)YTD
    
    
    YTD
    
    
    Increase/(Decrease)2009
    
    
    2008
    
    
    $
    
    
    %Net sales:United States
    
    $
    183.6
    
    
    $
    193.9
    
    
    $
    (10.3
    )
    
    
    (5.3
    )%Canada
    
    
    48.4
    
    
    
    48.3
    
    
    
    0.1
    
    
    
    0.2Other
    
    
    2.7
    
    
    
    3.7
    
    
    
    (1.0
    )
    
    
    (27.0
    )Net sales
    
    $
    234.6
    
    
    $
    245.9
    
    
    $
    (11.3
    )
    
    
    (4.6
    )%Operating income (loss):United States
    
    $
    12.5
    
    
    $
    11.4
    
    
    $
    1.1
    
    
    
    9.6
    %Canada
    
    
    9.2
    
    
    
    6.9
    
    
    
    2.3
    
    
    
    33.3Other
    
    
    (0.7
    )
    
    
    (0.1
    )
    
    
    (0.6
    )
    
    
    *Operating income
    
    $
    21.0
    
    
    $
    18.1
    
    
    $
    2.9
    
    
    
    16.0
    %
 
 *
    
    Greater than 100%.Note: Totals may not sum due to rounding. YTD 2009 compared to YTD 2008
 United States
 Net Sales.
 Operating income
 Canada
 Net Sales.
 Operating income.
 Other
 Net Sales.
 Operating income.
 Liquidity and Capital Resources
  31




---



##### Table of Contents



(Dollars in Millions)YTD
    
    YTD
    
    Increase/(Decrease)2009
    
    2008
    
    $
    
    %Net cash used in operating activities
    
    $
    (36.1
    )
    
    $
    (24.0
    )
    
    $
    12.1
    
    
    
    50.4
    %Net cash used in investing activities
    
    
    (3.9
    )
    
    
    (2.9
    )
    
    
    1.0
    
    
    
    34.5Net cash provided by financing activities
    
    
    41.8
    
    
    
    31.0
    
    
    
    10.8
    
    
    
    34.8
 Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  Debt and Other Obligations
  March 28,
    
    
    September 27,2009
    
    
    2008Revolving Loan
    
    $
    82,100
    
    
    $
    40,010Senior Floating Rate Notes, net of
unamortized discount of $295 and $349,
respectively
    
    
    149,705
    
    
    
    149,651Senior Subordinated Notes
    
    
    150,000
    
    
    
    150,000Term Note
    
    
    758
    
    
    
    1,033Capital Lease Obligation
    
    
    45
    
    
    
    Total debt
    
    
    382,608
    
    
    
    340,694Less:Short-term Revolving Loan
    
    
    (82,100
    )
    
    
    (40,010
    )Current portion of capital lease obligation
    
    
    (10
    )
    
    
    Current portion of long-term debt
    
    
    (562
    )
    
    
    (554
    )Long-term debt
    
    $
    299,936
    
    
    $
    300,130
 32




---



##### Table of Contents



Letters of
    
    
    
    
    
    (b)Borrowing
    
    Credit
    
    (a)
    
    InterestMaximum
    
    Base as of
    
    Outstanding as
    
    Availability
    
    Rate as ofBorrowing
    
    March
    
    of March
    
    as of March
    
    March
    
    ExpirationAmount
    
    28, 2009
    
    28, 2009
    
    28, 2009
    
    28, 2009
    
    DateRevolving Loan
    
    $
    130,000
    
    
    $
    129,757
    
    
    $
    2,408
    
    
    $
    45,249
    
    
    
    2.31
    %
    
    Apr 7, 2011
 (d)
    
    
    
    
    
    (e)Original
    
    (c)
    
    Interest
    
    Maturity
    
    Call OptionPrincipal
    
    Interest Rate
    
    Payments
    
    Date
    
    DateJan 15, Apr 15,Senior Floating Rate Notes
    
    $
    150,000
    
    
    LIBOR + 4
    %
    
    Jul 15, Oct 15
    
    Jan 15, 2012
    
    Jan 15, 2007Senior Subordinated Notes
    
    
    150,000
    
    
    
    10
    %
    
    Jan 15, Jul 15
    
    Jul 15, 2012
    
    Jul 15, 2008Term Note
    
    
    2,700
    
    
    
    2.5
    %
    
    Monthly
    
    Jul 19, 2010
    
    
    
    n/a
 
 (a)
    
    Total amount available is limited by the amount of eligible accounts receivable,
inventory, machinery and equipment, and real estate less letters of credit outstanding.(b)
    
    The interest rate applicable to the loans under the Revolving Loan is either 1) the
Eurodollar Rate or London Interbank Offered Rate (LIBOR) plus a margin of 1.75% to 2.75%,
or 2) the Base Rate plus a margin of 0.50% to 1.50%. The Base Rate is calculated at the
higher of 1) the prevailing Federal Funds rate plus 50 basis points or 2) the
administrative agents prime interest rate plus an applicable rate determined by the
Companys consolidated leverage ratio as defined by the Amended and Restated Senior Secured
Credit Agreement.(c)
    
    LIBOR represents the three month London Interbank Offered Rate which resets quarterly.
LIBOR was 1.09% as of January 13, 2009. January 13, 2009 is the reset date for the April
15, 2009 interest payment.(d)
    
    Interest payments are in cash and paid in arrears.(e)
    
    The Senior Floating Rate Notes do not have a redemption premium. The Senior
Subordinated Notes have a redemption price of 105.0% of principal on or after July 15,
2008, 102.5% of principal on or after July 15, 2009, and 100% of principal on or after July
15, 2010.(f)
    
    As of March 28, 2009, the Company was in compliance with all financial covenants under
its indebtedness agreements. Revolving Loan
   Senior Subordinated Notes
  33




---



##### Table of Contents



Senior Floating Rate Notes
 pari passu
  Other Debt
  Interest Rate Swaps
  34




---



##### Table of Contents



(Dollars in Thousands)
 (a)EffectiveNotional
    
    InterestReceive
    
    Pay
    
    Amount
    
    RateJanuary 16, 2009 through January 15, 2010
    
    3-month LIBOR
    
    
    4.31
    %
    
    $
    33,333
    
    
    
    8.31
    %January 16, 2009 through January 15, 2010
    
    3-month LIBOR
    
    
    4.29
    %
    
    
    16,667
    
    
    
    8.29
    %January 15, 2009 through January 15, 2010
    
    3-month LIBOR
    
    
    1.40
    %
    
    
    100,000
    
    
    
    5.40
    %January 15, 2010 through January 15, 2011
    
    3-month LIBOR
    
    
    1.90
    %
    
    
    150,000
    
    
    
    5.90
    %January 18, 2011 through January 15, 2012
    
    3-month LIBOR
    
    
    2.50
    %
    
    
    150,000
    
    
    
    6.50
    %
 
 (a)
    
    Represents the effective interest rate on the respective portion of the Senior Floating
Rate Notes including the contractual terms of the interest rate swap for the periods
indicated.  Off-Balance Sheet Arrangements
  Contractual Obligations and Commitments
  April
    
    
    October
    
    
    October
    
    
    October
    
    
    October2009 to
    
    
    2009 to
    
    
    2010 to
    
    
    2011 to
    
    
    2012 toSeptember
    
    
    September
    
    
    September
    
    
    September
    
    
    SeptemberTotal
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter(Dollars in Thousands)Contractual ObligationsRevolving Loan
    
    $
    82,100
    
    
    $
    82,100
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Senior Floating Rate Notes
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    Senior Subordinated Notes
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    Term Note
    
    
    758
    
    
    
    279
    
    
    
    479
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital lease obligations
    
    
    45
    
    
    
    5
    
    
    
    10
    
    
    
    10
    
    
    
    9
    
    
    
    9
    
    
    
    2Interest on notes
    
    
    26,162
    
    
    
    4,776
    
    
    
    9,055
    
    
    
    9,487
    
    
    
    2,844
    
    
    
    
    
    
    
    Operating leases
    
    
    74,799
    
    
    
    4,883
    
    
    
    9,553
    
    
    
    9,484
    
    
    
    7,895
    
    
    
    6,591
    
    
    
    36,393Pension and postretirement
payments
    
    
    53,907
    
    
    
    2,278
    
    
    
    8,247
    
    
    
    7,611
    
    
    
    8,855
    
    
    
    8,597
    
    
    
    18,319Medical self-insurance
    
    
    4,300
    
    
    
    4,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Open purchase orders
    
    
    30,111
    
    
    
    30,111
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forward purchase commitments
    
    
    2,872
    
    
    
    2,872
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other commitments
    
    
    2,454
    
    
    
    2,454
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    577,508
    
    
    $
    134,058
    
    
    $
    27,344
    
    
    $
    26,592
    
    
    $
    319,603
    
    
    $
    15,197
    
    
    $
    54,714CommitmentsOutstanding letters of credit
    
    $
    2,408
    
    
    $
    2,408
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Total commitments
    
    $
    2,408
    
    
    $
    2,408
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  Financial Position
  35




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##### Table of Contents



(Dollars in Thousands)March 28,
    
    
    September 27,
    
    
    Increase/(Decrease)2009
    
    
    2008
    
    
    $
    
    
    %Current assets:Cash and cash equivalents
    
    $
    16,373
    
    
    $
    17,159
    
    
    $
    (786
    )
    
    
    (4.6
    )%Trade receivables, net
    
    
    86,735
    
    
    
    59,168
    
    
    
    27,567
    
    
    
    46.6Inventories
    
    
    131,884
    
    
    
    110,891
    
    
    
    20,993
    
    
    
    18.9Assets held for sale
    
    
    307
    
    
    
    1,025
    
    
    
    (718
    )
    
    
    (70.0
    )Prepaid expenses and
other current assets
    
    
    5,028
    
    
    
    6,156
    
    
    
    (1,128
    )
    
    
    (18.3
    )Total current assets
    
    
    240,327
    
    
    
    194,399
    
    
    
    45,928
    
    
    
    23.6Current liabilities:Trade accounts payable
    
    
    36,394
    
    
    
    35,691
    
    
    
    703
    
    
    
    2.0Accrued interest payable
    
    
    5,066
    
    
    
    6,021
    
    
    
    (955
    )
    
    
    (15.9
    )Accrued expenses and
other current
liabilities
    
    
    25,282
    
    
    
    27,634
    
    
    
    (2,352
    )
    
    
    (8.5
    )Revolving loan
    
    
    82,100
    
    
    
    40,010
    
    
    
    42,090
    
    
    
    *Current portion of
long-term debt and
capital lease
obligations
    
    
    572
    
    
    
    554
    
    
    
    18
    
    
    
    3.2Total current liabilities
    
    
    149,414
    
    
    
    109,910
    
    
    
    39,504
    
    
    
    35.9Working capital
    
    $
    90,913
    
    
    $
    84,489
    
    
    $
    6,424
    
    
    
    7.6
    %
  
    
    The increases in accounts receivable and inventories are consistent with the
seasonal nature of our business during our peak selling season.
    
    The increase in our Revolving Loan is mainly due to increased accounts receivable
and inventories as discussed above.
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
  36




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##### Table of Contents



Foreign Operations; Currency Risk
  Raw Material; Commodity Price Risk
  
 Item 4T. Controls and Procedures
 Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  37




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##### 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.
 38




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##### Table of Contents



AMES TRUE TEMPER, INC.
 
 SIGNATURES
  AMES TRUE TEMPER, INC.Date: May 8, 2009
    /s/ Duane R. GreenlyDuane R. GreenlyDirector, President and Chief Executive Officer
(Principal Executive Officer)Date: May 8, 2009
    /s/ David M. NutiDavid M. NutiChief Financial Officer
(Principal Financial Officer) 39




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##### 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.
 40