UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 31, 2005
Atrium Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-20095 75-2642488
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
3890 West Northwest Highway, Suite 500, Dallas, TX 75220
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 630-5757
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 (See General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre- commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operation and Financial Condition.
On March 31, 2005, the audit committee of the Board of Directors of Atrium
Companies, Inc. (the "Company") concluded that the Company's financial
statements as set forth in its Annual Report on Form 10-K/A for the year ended
December 31, 2003 be restated. In connection with its end of year closing
procedures, the Company identified two errors in its financial statements for
the year ended December 31, 2003. These errors, which relate to accounts payable
cut-off at the Company's Arizona facility of approximately $1.5 - $2.5 million
and lease accounting pertaining to a tenant allowance of approximately $0.5
million, resulted in a potential overstatement of 2003 EBITDA of approximately
$2.0 - $3.0 million. The audit committee of the Board of Directors has discussed
with the Company's independent public accounting firm the matters disclosed in
this Current Report on Form 8-K relating to the Company's revised accounting of
its 2003 financial statements. The Company intends to restate its 2003 financial
statements and its predecessor independent public accounting firm,
PricewaterhouseCoopers LLP, will re-issue its opinion to be filed in an
amendment to the Company's previously filed Annual Report on Form 10-K/A for the
year ended December 31, 2003.
As a result of the foregoing, the Company's previously reported 2003 financial
statements, which were included in the Company's 2003 Annual Report on Form
10-K/A should no longer be relied upon.
Due to procedures being performed for the restatement of the Company's 2003
financial statements by PricewaterhouseCoopers LLP and the procedures being
performed for the 2004 audit of the Company and ACIH, Inc. ("ACIH") by Deloitte
& Touche LLP (the Company's and ACIH's current independent public accounting
firm), ACIH is unable to meet the March 31, 2005 deadline under the Indenture
(the "Indenture") governing its 11 1/2% Senior Discount Notes due 2012 (the
"Notes") for furnishing its 2004 financial statements. ACIH, a Delaware
corporation, is the direct parent of the Company. ACIH expects that its 2004
financial statements, together with the Company's 2003 restatement, will be
furnished to each holder of the Notes and filed with the Trustee under the
Indenture within the next 30 days.
On April 4, 2005, ACIH and the Company announced in a conference call with the
holders of the Notes that they expect EBITDA for 2004 to be approximately $82.0
million; and that the final amount is subject to, among other things, the final
determination as to the amount of the 2003 restatement. These selected results
for the year ended December 31, 2004 are preliminary and subject to completion
of the annual audit by the Company's and ACIH's independent public accounting
firm. Neither ACIH nor the Company can provide assurance that the results will
not be subject to further adjustment until completion of the audit.
Statements in this Current Report on Form 8-K, other than statements of
historical information, are forward-looking statements. Investors are cautioned
that forward-looking statements are inherently uncertain. Actual performance and
results may differ materially from those projected or suggested herein due to
certain risks and uncertainties including, without limitation, operating risks.
Those and other risks are described in the Company's filings with the Securities
and Exchange Commission (the "Commission"), copies of which are available from
the Commission or may be obtained upon request from the Company's Chief
Financial Officer.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
The information provided under Item 2.02 above is hereby incorporated by
reference into this Item 4.02.
SIGNATURE
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 thereunto duly authorized.
ATRIUM COMPANIES, INC.
Date: April 4, 2005
By: /s/ Eric W. Long
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Name: Eric W. Long
Title: Executive Vice President and Chief
Financial Officer