8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported) August 11, 2008

AMES TRUE TEMPER, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	333-118086	22-2335400
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
Organization)

465 Railroad Avenue, Camp Hill,
Pennsylvania 17011
(Address of Principal Executive
Offices, including Zip Code)

(717) 737-1500
(Registrant’s telephone number,
including area code)

N/A
(Former name or former address, if changed since last report)
 

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On August 11, 2008, ATT Holding Co. issued a press release relating to Ames True Temper, Inc.’s results of operations for its fiscal quarter ended June 28, 2008, a copy of which is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

  (d) Exhibits

The following exhibit is furnished herewith:

99.1 Press Release issued on August 11, 2008

SIGNATURES

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

Date: August 11, 2008	AMES TRUE TEMPER, INC. (Registrant)
	By:	/s/ Richard C. Dell
		Richard C. Dell
		(Principal Executive Officer)

EX-99.1

EXHIBIT 99.1

Ames True Temper Reports Third Quarter Results

      -Third Quarter Operating Income increases approximately 24% vs. prior year

CAMP HILL, Pennsylvania, August 11, 2008 – ATT Holding Co., parent of Ames True Temper, Inc., reported today the results of the Company’s fiscal 2008 third quarter ended June 28, 2008.

Third Quarter Results (13-week Period Ended June 28, 2008)

Net sales for the thirteen week period ended June 28, 2008 were $162.6 million, a 3.6 percent increase compared to $156.9 million for the thirteen week period ended June 30, 2007. Net income for the thirteen week period ended June 28, 2008 was $6.0 million, compared to a net income of $1.7 million for the thirteen week period ended June 30, 2007. Adjusted EBITDA (which is reconciled to net income on the attached table) for the thirteen week period ended June 28, 2008 was $19.9 million, up 10.6% as compared to adjusted EBITDA for the thirteen week period ended June 30, 2007 of $18.0 million.

“We are pleased with our financial performance this quarter, despite slow economic conditions in the U. S. and continued upward pressure on raw material costs,” said Rich Dell, President and CEO. “Our third quarter results reflect our continued efforts to efficiently manage costs during this soft economy.”

Borrowings outstanding under our revolving credit facility were $60.5 million at June 28, 2008, a decrease of $6.6 million from $67.1 million at June 30, 2007. Availability under our revolving credit facility was $58.6 million at June 28, 2008.

Year-to-Date Results (39-week period ended June 28, 2008)

Net sales for the thirty-nine week period ended June 28, 2008 were $408.5 million, a 1.8 percent decrease compared to $415.9 million for the thirty-nine week period ended June 30, 2007. Net income for the thirty-nine week period ended June 28, 2008 was $5.5 million, compared to a $8.4 million net loss during the thirty-nine week period ended June 30, 2007. Adjusted EBITDA (which is reconciled to net income (loss) on the attached table) for the thirty-nine week period ended June 28, 2008 was $49.7 million, up 12.4% as compared to adjusted EBITDA for the thirty-nine week period ended June 30, 2007 of $44.2 million.

Ames True Temper, Inc. is a leading North American manufacturer and marketer of non-powered lawn and garden products for the consumer and the professional.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of

Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. Forward-looking statements may include the words “may,” “will,” “plans,” “estimates,” “anticipates,” “believes,” “expects,” “intends” and similar expressions. Although the Company believes that such statements are based on reasonable assumptions, these forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected or assumed in its forward-looking statements. These factors, risks and uncertainties include, among others, the following:

*	The Company’s liquidity and capital resources;
*	Increased concentration of its customers;
*	Sales levels to existing and new customers;
*	Availability of raw materials;
*	Risks relating to foreign sourcing, foreign operations;
*	General economic conditions, including downturns in housing markets;
*	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
*	The Company’s ability to successfully consummate and integrate acquisitions.

The Company’s actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. The Company can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on its results of operations and financial condition. The Company does not intend, and undertakes no obligation, to update any forward-looking statement.

CONTACT: Dave Nuti, Chief Financial Officer, +1-717-730-2933, investor@amestruetemper.com, for Ames True Temper, Inc.

ATT Holding Co.
Consolidated Balance Sheets
(In thousands)
(Unaudited)

	June 28,			September 29,
	2008			2007
Assets
Current assets:
Cash and cash equivalents	$	16,454		$	5,182
Trade receivables, net		104,174			56,306
Inventories		103,877			115,063
Deferred income taxes		—			752
Assets held for sale		1,191			—
Prepaid expenses and other current assets		6,342			5,509
Total current assets		232,038			182,812
Property, plant and equipment, net		57,323			66,055
Intangibles, net		72,260			73,324
Goodwill		58,667			59,320
Other noncurrent assets		8,840			11,274
Total assets	$	429,128		$	392,785
Liabilities and stockholder’s deficit
Current liabilities:
Trade accounts payable	$	41,588		$	35,341
Accrued interest payable		9,596			6,254
Accrued expenses and other current liabilities		22,997			23,432
Revolving loan		60,520			42,498
Current portion of long-term debt and capital lease obligations		576			612
Total current liabilities		135,277			108,137
Deferred income taxes		21,140			20,477
Long-term debt		300,244			300,578
Accrued retirement benefits		12,384			10,943
Other liabilities		9,739			6,638
Total liabilities		478,784			446,773
Commitments and contingencies Stockholder’s deficit:
Preferred stock		—			—
Common stock		—			—
Additional paid-in capital		110,500			110,500
Predecessor basis adjustment		(13,539	)		(13,539	)
Accumulated deficit		(150,196	)		(155,707	)
Accumulated other comprehensive income		3,579			4,758
Total stockholder’s deficit		(49,656	)		(53,988	)
Total liabilities and stockholder’s deficit	$	429,128		$	392,785

ATT Holding Co.
Condensed Consolidated Statements of Operations
(In thousands)
(Unaudited)

	Thirteen week					Thirteen week
	period ended					period ended
	June 28, 2008					June 30, 2007
Net sales	$	162,580		100.0	%	$	156,889		100.0	%
Cost of goods sold		121,826		74.9	%		118,744		75.7	%
Gross profit		40,754		25.1	%		38,145		24.3	%
Selling, general, and administrative expenses		25,821		15.9	%		25,602		16.3	%
Loss on disposal of fixed assets		32		0.0	%		583		0.4	%
Amortization of intangible assets		340		0.2	%		375		0.2	%
Impairment of fixed assets		166		0.1	%		—		0.0	%
Operating income		14,395		8.9	%		11,585		7.4	%
Interest expense, net		8,396		5.2	%		9,279		5.9	%
Other income		(919	)	-0.6	%		(619	)	-0.4	%
Income before income taxes		6,918		4.3	%		2,925		1.9	%
Income tax expense		952		0.6	%		1,215		0.8	%
Net income	$	5,966		3.7	%	$	1,710		1.1	%

ATT Holding Co.
Condensed Consolidated Statements of Operations
(In thousands)
(Unaudited)

	Thirty-nine week				Thirty-nine week
	period ended				period ended
	June 28, 2008				June 30, 2007
Net sales	$	408,504	100.0	%	$	415,866		100.0	%
Cost of goods sold		302,455	74.0	%		312,806		75.2	%
Gross profit		106,049	26.0	%		103,060		24.8	%
Selling, general, and administrative expenses		71,776	17.6	%		75,546		18.2	%
Loss on disposal of fixed assets		531	0.1	%		1,212		0.3	%
Amortization of intangible assets		1,023	0.3	%		1,120		0.3	%
Impairment of fixed assets		200	0.0	%		—		0.0	%
Operating income		32,519	8.0	%		25,182		6.1	%
Interest expense, net		25,628	6.3	%		27,411		6.6	%
Other expense (income)		470	0.1	%		(382	)	-0.1	%
Income (loss) before income taxes		6,421	1.6	%		(1,847	)	-0.4	%
Income tax expense		910	0.2	%		6,561		1.6	%
Net income (loss)	$	5,511	1.4	%	$	(8,408	)	-2.0	%

ATT Holding Co.
Reconciliation of Net Income to Adjusted EBITDA
(In thousands)
(Unaudited)

	Thirteen week			Thirteen week
	period ended			period ended
	June 28, 2008			June 30, 2007
Net income	$	5,966		$	1,710
Depreciation of property, plant and equipment		3,881			4,228
Amortization of intangible assets		340			375
Interest expense, net		8,396			9,279
Income tax expense		952			1,215
EBITDA (a)		19,535			16,807
Adjustments to EBITDA:
Cost savings initiatives (b)		—			6
One-time costs for new long handle tool distribution (d)		195			195
Equity sponsor fees and other expenses (e)		898			396
Impairment charges (f)		166			—
Loss on disposal of fixed assets (g)		32			583
Gain on foreign currency (h)		(904	)		—
Adjusted EBITDA (a)	$	19,922		$	17,987

(a)	“EBITDA” is calculated as net income (loss) plus income tax expense (benefit), interest expense, depreciation and amortization. “Adjusted EBITDA” is EBITDA adjusted as indicated below. EBITDA and Adjusted EBITDA are not intended to represent cash flow from operations as defined by U.S. GAAP and should not be used as an alternative to net income as an indicator of operating performance or to cash flow as a measure of liquidity. EBITDA and Adjusted EBITDA are a basis upon which our management assesses financial performance and covenants in our senior credit facility are tied to ratios based on this measure. While EBITDA and Adjusted EBITDA are frequently used as a measure of operations and the ability to meet debt service requirements, they are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation.
(b)	Represents expenses associated with non-recurring cash restructuring charges and cost savings initiatives, primarily plant closure and plant start-up costs.
(c)	Not used.
(d)	Represents allowable addbacks for one-time set up expenses associated with new long handle tool business at one or more primary customers.
(e)	Consists of management fees paid to private equity sponsor (Castle Harlan), transaction fees associated with acquisitions, non-cash (income) expense related to our pension plan and non-cash charges recorded in accordance with Statement of Financial Accounting Standards No. 13 due to the expensing of escalating rent on a straight-line basis.
(f)	Consists of impairment charges related to property and certain equipment at a closed manufacturing facility.
(g)	Consists of gains and losses on disposition of property, plant and equipment.
(h)	Represents gain on foreign currency. For the period ended June 28, 2008, other income consists primarily of an unrealized foreign currency gain on a U.S. dollar denominated intercompany note issued by a Canadian subsidiary.

ATT Holding Co.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
(In thousands)
(Unaudited)

	Thirty-nine week			Thirty-nine week
	period ended			period ended
	June 28, 2008			June 30, 2007
Net income (loss)	$	5,511		$	(8,408	)
Depreciation of property, plant and equipment		11,742			12,175
Amortization of intangible assets		1,023			1,120
Interest expense, net		25,628			27,411
Income tax expense		910			6,561
EBITDA (a)		44,814			38,859
Adjustments to EBITDA:
Cost savings initiatives (b)		(77	)		1,129
ERP expenses (c)		—			26
One-time costs for new long handle tool distribution (d)		500			500
Equity sponsor fees and other expenses (e)		3,224			2,452
Impairment charges (f)		200			—
Loss on disposal of fixed assets (g)		531			1,212
Loss on foreign currency (h)		501			—
Adjusted EBITDA (a)	$	49,693		$	44,178

(a)	“EBITDA” is calculated as net income (loss) plus income tax expense (benefit), interest expense, depreciation and amortization. “Adjusted EBITDA” is EBITDA adjusted as indicated below. EBITDA and Adjusted EBITDA are not intended to represent cash flow from operations as defined by U.S. GAAP and should not be used as an alternative to net income as an indicator of operating performance or to cash flow as a measure of liquidity. EBITDA and Adjusted EBITDA are a basis upon which our management assesses financial performance and covenants in our senior credit facility are tied to ratios based on this measure. While EBITDA and Adjusted EBITDA are frequently used as a measure of operations and the ability to meet debt service requirements, they are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation.
(b)	Represents expenses associated with non-recurring cash restructuring charges and cost savings initiatives, primarily plant closure and plant start-up costs.
(c)	Consists of non-capitalizable expenses associated with the implementation of a new ERP system.
(d)	Represents allowable addbacks for one-time set up expenses associated with new long handle tool business at one or more primary customers.
(e)	Consists of management fees paid to private equity sponsor (Castle Harlan), transaction fees associated with acquisitions, non-cash (income) expense related to our pension plan and non-cash charges recorded in accordance with Statement of Financial Accounting Standards No. 13 due to the expensing of escalating rent on a straight-line basis.
(f)	Consists of impairment charges related to property and certain equipment at a closed manufacturing facility.
(g)	Consists of gains and losses on disposition of property, plant and equipment.
(h)	Represents loss on foreign currency. For the period ended June 28, 2008, other expense consists primarily of an unrealized foreign currency loss on a U.S. dollar denominated intercompany note issued by a Canadian subsidiary.