UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 and 15(d) of
the Securities Exchange Act of 1934
May 2, 2003
Date of Report (Date of earliest event reported)
ASSOCIATED MATERIALS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
75-1872487
Delaware 000-24956 (IRS Employer
(State of Incorporation) (Commission File Number) Identification No.)
3773 State Road
Cuyahoga Falls, Ohio 44223
(Address of Principal Executive Office)
(330) 929-1811
(Registrant's Telephone Number, Including Area Code)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit:
Exhibit
Number Description
- -------- -----------
99.1 Press Release dated May 2, 2003, issued by Associated Materials
Incorporated.
ITEM 9. Regulation FD Disclosure.
On May 2, 2003, Associated Materials Incorporated (the "Company") issued a
press release announcing its financial results for the first quarter ended March
29, 2003. The full text of the press release is attached as Exhibit 99.1 hereto.
This information, furnished under "Item 9. Regulation FD Disclosure," is
intended to be provided under "Item 12. Result of Operations and Financial
Condition," in accordance with SEC Release No. 33-8126. The information in this
Form 8-K and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to
liabilities of that Section.
The press release discloses certain financial measures, such as EBITDA,
which may be considered to be non-GAAP financial measures in certain
circumstances. Generally, a non-GAAP financial measure is a numerical measure of
a company's performance, financial position, or cash flows that either excludes
or includes amounts that are not normally excluded or included in the most
directly comparable measure calculated and presented in accordance with
generally accepted accounting principles ("GAAP").
EBITDA is calculated as net loss plus interest, taxes, depreciation and
amortization. The Company considers EBITDA to be an important indicator of its
operational strength and performance of its business. The Company has included
EBITDA because it believes it is used by certain investors as one measure of a
company's ability to service its debt. EBITDA should be considered in addition
to, not as a substitute for the Company's net income or loss or to cash flows as
well as other measures of financial performance in accordance with accounting
principles generally accepted in the United States. EBITDA, as it is defined in
the Company's credit facility and indenture governing the 9 3/4% notes, excludes
non-recurring items. The credit facility and indenture governing the 9 3/4%
notes have certain financial covenants that use ratios utilizing the Company's
EBITDA. EBITDA has not been prepared in accordance with accounting principles
generally accepted in the United States. Therefore, EBITDA as presented by the
Company, may not be comparable to similarly titled measures reported by other
companies. In accordance with Regulation G, a reconciliation of EBITDA to net
loss is included in the press release.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ASSOCIATED MATERIALS INCORPORATED
DATE: May 2, 2003 By: /s/ D. Keith LaVanway
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D. Keith LaVanway
Vice President-Chief Financial
Officer, Treasurer and Secretary