Table of Contents

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UNITEDSTATES SECURITIES AND EXCHANGECOMMISSIONWASHINGTON, D.C.20549

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Form10-Q

(Markone)

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|--------|---------------------------------------------------------------------------------------|
|   | Quarterly Report Pursuant toSection 13 or 15(d) of the Securities Exchange Act of1934 |

For the quarterly period ended April1,2006

OR

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|--------|----------------------------------------------------------------------------------------|
|   | Transitionreport pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934 |

For the transition period from                                 to                                

Commission File Number 333-118086

AMES TRUE TEMPER,INC.(Exact name of registrant as specified in itscharter)

|                                                             |  |                                    |  |  |  |  |
|-------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| Delaware                                                    |  | 22-2335400                         |
| (Stateor other jurisdiction ofincorporation ororganization) |  | (I.R.S. EmployerIdentificationNo.) |
| 465Railroad Avenue, Camp Hill,Pennsylvania                  |  | 17011                              |
| (Address of principalexecutive offices)                     |  | (ZipCode)                          |
|                                                             |

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

NOT APPLICABLE(Former name, former addressand former fiscal year, if changed since lastreport)

Indicate by check mark whether theregistrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such a period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90days.

Yes               No   

Indicateby check mark whether the Registrant is an accelerated filer (asdefined in Rule 12b-2 of the ExchangeAct).

Yes               No   

Indicateby check mark whether the Registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).

Yes               No   

Asof May  16,  2006 the Registrant had 1,000 shares of itscommon stock, $1.00 par value,outstanding.

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ATTHOLDINGCO.

INDEX

|                                                               |  |                                                                                                                                                          |        |        |        |        |  |  |  |  |
|---------------------------------------------------------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--|--|--|--|
| PartI.    FinancialInformation            |  | PageNo.                                                                                                                                                  |
| Item1.                                                        |  | FinancialStatements                                                                                                                                      |        |   |   |   |
|                                                          |  | Condensed Consolidated BalanceSheets of ATT Holding Co. as of April 1, 2006 (unaudited)and October 1,2005                                                |        |   | 1      |   |
|                                                          |  | CondensedConsolidated Statements of Operations of ATT Holding Co. for thethirteen-week periods ended April 1, 2006 andMarch 26, 2005 —unaudited    |        |   | 2      |   |
|                                                          |  | Condensed ConsolidatedStatements of Operations of ATT Holding Co. for the twenty-six weekperiods ended April 1, 2006 and March 26,2005 — unaudited |        |   | 3      |   |
|                                                          |  | CondensedConsolidated Statements of Cash Flows of ATT Holding Co. for thetwenty-six week periods ended April, 1 2006 and March 26,2005 — unaudited |        |   | 4      |   |
|                                                          |  | Notes toCondensed Consolidated Financial Statements —unaudited                                                                                     |        |   | 5      |   |
| Item2.                                                        |  | Management's Discussion and Analysis of FinancialCondition and Results ofOperations                                                                      |        |   | 13     |   |
| Item3.                                                        |  | Quantitative and Qualitative Disclosures About MarketRisk                                                                                                |        |   | 20     |   |
| Item 4.                                                       |  | Controlsand Procedures                                                                                                                                   |        |   | 21     |   |
| PartII.    Other Information andSignature |  |                                                                                                                                                     |   |   |
| Item1.                                                        |  | LegalProceedings                                                                                                                                         |        |   | 22     |   |
| Item2.                                                        |  | Unregistered Sales of Equity Securities and Use ofProceeds                                                                                               |        |   | 22     |   |
| Item3.                                                        |  | Defaults Upon SeniorSecurities                                                                                                                           |        |   | 22     |   |
| Item4.                                                        |  | Submission of Matters to a Vote ofSecurity-Holders                                                                                                       |        |   | 22     |   |
| Item5.                                                        |  | OtherInformation                                                                                                                                         |        |   | 22     |   |
| Item6.                                                        |  | Exhibits                                                                                                                                                 |        |   | 23     |   |
|                                                          |  | Signature                                                                                                                                                |        |   | 24     |   |
|                                                               |

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Table of Contents

Item1.    Financial Statements

ATT HoldingCo.Condensed Consolidated Balance Sheets(InThousands)

|                                                 |  |              |          |                |  |        |          |         |  |  |
|-------------------------------------------------|--|--------------|----------|----------------|--|--------|----------|---------|--|--|
|                                            |  | April1, 2006 |          | October 1,2005 |
|                                            |  | (unaudited)  |          |           |
| Assets                                          |  |         |     |           |  |   |     |    |
| Currentassets:                                  |  |         |     |           |  |   |     |    |
| Cash and cashequivalents                        |  | $            | 2,153    |           |  | $      | 21,394   |    |
| Tradereceivables,net                            |  |         | 99,556   |           |  |   | 49,677   |    |
| Inventories                                     |  |         | 119,757  |           |  |   | 91,146   |    |
| Deferredincometaxes                             |  |         | 5,869    |           |  |   | 6,265    |    |
| Prepaidexpenses and other currentassets         |  |         | 7,386    |           |  |   | 6,472    |    |
| Totalcurrentassets                              |  |         | 234,721  |           |  |   | 174,954  |    |
| Property,plant and equipment,net                |  |         | 62,247   |           |  |   | 61,907   |    |
| Intangibles,net                                 |  |         | 80,214   |           |  |   | 81,129   |    |
| Goodwill                                        |  |         | 41,040   |           |  |   | 41,735   |    |
| Othernoncurrentassets                           |  |         | 16,681   |           |  |   | 15,300   |    |
| Totalassets                                     |  | $            | 434,903  |           |  | $      | 375,025  |    |
| Liabilitiesand stockholders’equity        |  |         |     |           |  |   |     |    |
| Currentliabilities:                             |  |         |     |           |  |   |     |    |
| Trade accountspayable                           |  | $            | 50,996   |           |  | $      | 34,697   |    |
| Accruedinterestpayable                          |  |         | 5,810    |           |  |   | 5,832    |    |
| Accruedexpenses and other currentliabilities    |  |         | 26,116   |           |  |   | 24,544   |    |
| Revolvingloan                                   |  |         | 45,900   |           |  |   | —  |    |
| Currentportion of long-termdebt                 |  |         | 515      |           |  |   | 515      |    |
| Totalcurrentliabilities                         |  |         | 129,337  |           |  |   | 65,588   |    |
| Deferredincome taxes                            |  |         | 17,772   |           |  |   | 20,297   |    |
| Long-termdebt                                   |  |         | 301,231  |           |  |   | 301,433  |    |
| Accruedretirementbenefits                       |  |         | 17,632   |           |  |   | 17,280   |    |
| Otherliabilities                                |  |         | 6,623    |           |  |   | 7,325    |    |
| Totalliabilities                                |  |         | 472,595  |           |  |   | 411,923  |    |
| Stockholders’deficit:                     |  |         |     |           |  |   |     |    |
| Preferredstock-SeriesA                          |  |         | —  |           |  |   | —  |    |
| Commonstock-ClassA                              |  |         | —  |           |  |   | —  |    |
| Commonstock-ClassB                              |  |         | —  |           |  |   | —  |    |
| Additionalpaid-incapital                        |  |         | 110,500  |           |  |   | 110,500  |    |
| Predecessorbasisadjustment                      |  |         | (13,539  | )         |  |   | (13,539  | )  |
| Retaineddeficit                                 |  |         | (135,068 | )         |  |   | (133,020 | )  |
| Accumulatedother comprehensive income(loss)     |  |         | 716      |           |  |   | (595     | )  |
|                                            |  |         | (37,391  | )         |  |   | (36,654  | )  |
| Treasurystock, atcost                           |  |         | (301     | )         |  |   | (244     | )  |
| Totalstockholders’deficit                 |  |         | (37,692  | )         |  |   | (36,898  | )  |
| Totalliabilities and stockholders’deficit |  | $            | 434,903  |           |  | $      | 375,025  |    |
|                                                 |

Seeaccompanying notes.

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ATT Holding Co.Condensed ConsolidatedStatements of Operations(InThousands)

|                                             |  |                                 |         |                                  |  |        |         |         |  |  |
|---------------------------------------------|--|---------------------------------|---------|----------------------------------|--|--------|---------|---------|--|--|
|                                        |  | Thirteenweeksended April 1,2006 |         | Thirteen weeksendedMarch 26,2005 |
|                                        |  | (unaudited)                     |
| Netsales                                    |  | $                               | 134,090 |                             |  | $      | 133,806 |    |
| Costof goodssold                            |  |                            | 98,904  |                             |  |   | 100,734 |    |
| Grossprofit                                 |  |                            | 35,186  |                             |  |   | 33,072  |    |
| Selling,general, and administrativeexpenses |  |                            | 25,679  |                             |  |   | 20,927  |    |
| Gain ondisposal of fixedassets              |  |                            | (612    | )                           |  |   | (26     | )  |
| Amortization ofintangibleassets             |  |                            | 449     |                             |  |   | 446     |    |
| Operatingincome                             |  |                            | 9,670   |                             |  |   | 11,725  |    |
| Interestexpense                             |  |                            | 7,902   |                             |  |   | 10,992  |    |
| Other expense(income)                       |  |                            | 57      |                             |  |   | (7      | )  |
| Incomebefore incometaxes                    |  |                            | 1,711   |                             |  |   | 740     |    |
| Incometaxexpense                            |  |                            | 549     |                             |  |   | 498     |    |
| Netincome                                   |  | $                               | 1,162   |                             |  | $      | 242     |    |
|                                             |

Seeaccompanying notes.

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ATT Holding Co.Condensed ConsolidatedStatements of Operations(InThousands)

|                                             |  |                                    |         |                                    |  |        |         |         |  |  |
|---------------------------------------------|--|------------------------------------|---------|------------------------------------|--|--------|---------|---------|--|--|
|                                        |  | Twenty-sixweeksended April 1, 2006 |         | Twenty-sixweeks ended March26,2005 |
|                                        |  | (unaudited)                        |
| Netsales                                    |  | $                                  | 222,621 |                               |  | $      | 215,852 |    |
| Cost ofgoodssold                            |  |                               | 166,193 |                               |  |   | 161,719 |    |
| Grossprofit                                 |  |                               | 56,428  |                               |  |   | 54,133  |    |
| Selling,general, and administrativeexpenses |  |                               | 43,558  |                               |  |   | 37,551  |    |
| Gain ondisposal of fixedassets              |  |                               | (499    | )                             |  |   | (45     | )  |
| Amortization ofintangibleassets             |  |                               | 897     |                               |  |   | 860     |    |
| Operatingincome                             |  |                               | 12,472  |                               |  |   | 15,767  |    |
| Interestexpense                             |  |                               | 15,281  |                               |  |   | 17,187  |    |
| Other expense(income)                       |  |                               | 131     |                               |  |   | (222    | )  |
| Lossbefore income taxbenefit                |  |                               | (2,940  | )                             |  |   | (1,198  | )  |
| Income taxbenefit                           |  |                               | (892    | )                             |  |   | (320    | )  |
| Netloss                                     |  | $                                  | (2,048  | )                             |  | $      | (878    | )  |
|                                             |

Seeaccompanying notes.

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ATT Holding Co.Condensed ConsolidatedStatements of Cash Flows(InThousands)

|                                                                                                                   |  |                                    |         |                                    |  |        |          |         |  |        |        |        |  |  |
|-------------------------------------------------------------------------------------------------------------------|--|------------------------------------|---------|------------------------------------|--|--------|----------|---------|--|--------|--------|--------|--|--|
|                                                                                                              |  | Twenty-sixweeksended April 1, 2006 |         | Twenty-sixweeks ended March26,2005 |  |   |
|                                                                                                              |  | (unaudited)                        |         |                               |
| Operatingactivities                                                                                               |  |                               |    |                               |  |   |     |    |  |   |   |   |
| Netloss                                                                                                           |  | $                                  | (2,048  | )                             |  | $      | (878     | )  |  |   |   |   |
| Adjustmentsto reconcile net loss to net cash used in operating activities, net ofeffects of exchange ratechanges: |  |                               |    |                               |  |   |     |    |  |   |   |   |
| Depreciationexpense                                                                                               |  |                               | 5,377   |                               |  |   | 4,715    |    |  |   |   |   |
| Amortizationof intangibleassets                                                                                   |  |                               | 897     |                               |  |   | 860      |    |  |   |   |   |
| Amortizationof loanfees                                                                                           |  |                               | 1,234   |                               |  |   | 5,232    |    |  |   |   |   |
| Benefit fordeferredtaxes                                                                                          |  |                               | (3,062  | )                             |  |   | (1,164   | )  |  |   |   |   |
| Provisionfor bad debts                                                                                            |  |                               | 104     |                               |  |   | 98       |    |  |   |   |   |
| Noncashinterestexpense                                                                                            |  |                               | 133     |                               |  |   | 174      |    |  |   |   |   |
| Amortizationof bond discount                                                                                      |  |                               | 54      |                               |  |   | 22       |    |  |   |   |   |
| Gainon sale of fixedassets                                                                                        |  |                               | (499    | )                             |  |   | (45      | )  |  |   |   |   |
| Changesin assets and liabilities, net of effects ofacquisition:                                                   |  |                               |    |                               |  |   |     |    |  |   |   |   |
| Accountsreceivable                                                                                                |  |                               | (49,983 | )                             |  |   | (38,604  | )  |  |   |   |   |
| Inventories                                                                                                       |  |                               | (28,611 | )                             |  |   | (12,882  | )  |  |   |   |   |
| Prepaidexpenses and otherassets                                                                                   |  |                               | (603    | )                             |  |   | (2,722   | )  |  |   |   |   |
| Accountspayable                                                                                                   |  |                               | 16,299  |                               |  |   | 13,568   |    |  |   |   |   |
| Accruedexpenses and otherliabilities                                                                              |  |                               | 1,741   |                               |  |   | 3,909    |    |  |   |   |   |
| Netcash used in operatingactivities                                                                               |  |                               | (58,967 | )                             |  |   | (27,717  | )  |  |   |   |   |
| Investingactivities                                                                                               |  |                               |    |                               |  |   |     |    |  |   |   |   |
| Acquisition ofbusinesses                                                                                          |  |                               | — |                               |  |   | (224     | )  |  |   |   |   |
| Return ofcapital from jointventures                                                                               |  |                               | 100     |                               |  |   | —  |    |  |   |   |   |
| Purchase offixedassets                                                                                            |  |                               | (7,429  | )                             |  |   | (3,335   | )  |  |   |   |   |
| Proceeds fromsale of fixedassets                                                                                  |  |                               | 1,666   |                               |  |   | 45       |    |  |   |   |   |
| Netcash used in investingactivities                                                                               |  |                               | (5,663  | )                             |  |   | (3,514   | )  |  |   |   |   |
| Financingactivities                                                                                               |  |                               |    |                               |  |   |     |    |  |   |   |   |
| Repayments oflong-termdebt                                                                                        |  |                               | (256    | )                             |  |   | (140,000 | )  |  |   |   |   |
| Borrowings onlong-termdebt                                                                                        |  |                               | — |                               |  |   | 149,250  |    |  |   |   |   |
| Borrowings onrevolver, net                                                                                        |  |                               | 45,900  |                               |  |   | 25,000   |    |  |   |   |   |
| Debtissuancecosts                                                                                                 |  |                               | (176    | )                             |  |   | (3,821   | )  |  |   |   |   |
| Treasurystock                                                                                                     |  |                               | (57     | )                             |  |   | (60      | )  |  |   |   |   |
| Netcash provided by financingactivities                                                                           |  |                               | 45,411  |                               |  |   | 30,369   |    |  |   |   |   |
| Effect ofexchange rate changes oncash                                                                             |  |                               | (22     | )                             |  |   | 230      |    |  |   |   |   |
| Changein cash and cashequivalents                                                                                 |  |                               | (19,241 | )                             |  |   | (632     | )  |  |   |   |   |
| Cash andcash equivalents at beginning ofperiod                                                                    |  |                               | 21,394  |                               |  |   | 1,250    |    |  |   |   |   |
| Cashand cash equivalents at end ofperiod                                                                          |  | $                                  | 2,153   |                               |  | $      | 618      |    |  |   |   |   |
|                                                                                                                   |

Seeaccompanying notes.

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ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(Unaudited)(Dollars inthousands)

1. Basis ofPresentation

The accompanying interim unaudited condensedconsolidated financial statements have been prepared in accordance withU.S. generally accepted accounting principles for interim financialinformation and, therefore, do not include all of the information andfootnotes required by U.S. generally accepted accounting principles forcomplete annual financial statements. The accompanying financialinformation reflects all adjustments (consisting only of normalrecurring adjustments), which are, in the opinion of management,necessary for a fair presentation of the results for the interimperiods. As our business has historically been seasonal, the results ofoperations for the thirteen and twenty-six week periods endedApril  1,  2006 are not necessarily indicative of theresults to be expected for the full fifty-two week fiscal year endingSeptember  30,  2006. These condensed consolidatedfinancial statements should be read in conjunction with theCompany's consolidated financial statements and notes thereto inthe financial statements for the year ended October  1,2005, which is included in the Company’s Annual Report on Form10-K for the fiscal year ended October  1,  2005.

The consolidated balance sheet at October  1,  2005 hasbeen derived from the audited consolidated balance sheet at that datebut does not include all of the information and footnotes required byU.S. generally accepted accounting principles for complete financialstatements. Certain amounts in the accompanying financial statementshave been reclassified to conform to the April  1,  2006presentation.

All entities and assets owned by ATT Holding Co.subsequent to June  27,  2004 are referred to collectivelyas the ‘‘Company.’’ All entities and assetsowned by ATT Holding Co. on June  27,  2004 or prior arereferred to collectively as the‘‘Predecessor.’’

2.Acquisitions

On June 28, 2004, the Company completed thesale of all outstanding common and preferred stock of the Predecessorto affiliates of Castle Harlan, Inc., a private equity group. CHATTHoldings Inc., the ‘‘buyer’’, and CHATTHoldings LLC, the ‘‘buyer parent’’, werecreated to make the acquisition of the Company. Approximately87% of the equity interests of the buyer parent are owned byaffiliates of Castle Harlan, and the remainder was issued to members ofour management who held capital stock in the Predecessor, in lieu ofcash consideration that they otherwise would have been entitled toreceive in the acquisition. In addition, certain members of managementthat did not hold equity in the Predecessor purchased an equityinterest in the buyer parent for cash.

The acquisition of thePredecessor was accounted for as a purchase in accordance with SFASNo. 141, Business Combinations, and Emerging Issues TaskForce (EITF) Issue No. 88-16, Basis in Leveraged BuyoutTransactions. As such, the acquired assets and assumed liabilitieshave been recorded at fair market value for the interests acquired andpreliminary estimates of assumed liabilities by new investors and atthe carryover basis for continuing investors. The acquired assets andassumed liabilities were assigned new book values in the sameproportion as the residual interests of the continuing investors andthe new interests acquired by the new investors. Under EITF 88-16, theCompany was revalued at the merger date to the fair value to the extentof the majority stockholder’s approximately 87%controlling interest in the Company. The remaining approximately13% is accounted for at the continuing stockholders’carryover basis in the Company. An adjustment of $13,539 to record thiseffect is included as a reduction of stockholders’ equity underthe caption ‘‘Predecessor basisadjustment.’’ The excess of the purchase price over thehistorical basis of the net assets acquired has been applied to adjustnet assets to their fair values to the extent of the majoritystockholder’s approximately 87% ownership.

See Note10 to the condensed consolidated financial statements for additionalinformation with respect to acquisitions subsequent to April1,  2006.

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ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(Unaudited)(Dollars inthousands)

3. Restructuring and PurchaseAccounting

At the date of the acquisition on June28,  2004, the Company recorded a reserve of $4,782 associatedwith certain plant closures and reductions in workforce as part of aplant consolidation plan. Additionally, the Company recorded a reserveof $4,795 related to a change in the business strategy for the gardenhose product line for a minimum purchase commitment for a componentthat would no longer be used in the manufacturing of garden hoseproducts marketed by the Company in the U.S. The Company appropriatelymet the conditions as outlined in EITF 95-3 to record such charges asliabilities in a purchase accounting combination. These plans wereexecuted beginning in the fourth quarter of fiscal 2004 and areexpected to be completed in fiscal 2008, when certain contracts expire.As the Company obtained additional information and refined the plansduring fiscal 2005, adjustments were made to the restructuringreserves. During the period ended April  1,  2006, theCompany reduced the restructuring reserve based on actual costscompared to the original or revised cost estimates.

AtApril  1,  2006, the remaining restructuring reserves of$4,443 were included in accrued expenses and other current liabilitiesand other liabilities and related to portions of the exit plans thatare not yet completed. Changes to the restructuring reserves are asfollows:

|                                |  |        |        |         |  |  |
|--------------------------------|--|--------|--------|---------|--|--|
| Balanceas of October  1,2005   |  | $      | 6,840  |    |
| Accretion ofInterest           |  |   | 126    |    |
| Purchase AccountingAdjustments |  |   | (646   | )  |
| Payments                       |  |   | (1,877 | )  |
| Balanceas of April  1,2006     |  | $      | 4,443  |    |
|                                |

4. OtherComprehensive Income(Loss)

|                                           |  |                                 |        |                                   |  |        |        |        |  |  |
|-------------------------------------------|--|---------------------------------|--------|-----------------------------------|--|--------|--------|--------|--|--|
|                                      |  | ThirteenweeksendedApril 1, 2006 |        | Thirteenweeks ended March 26,2005 |
| Netincome                                 |  | $                               | 1,162  |                              |  | $      | 242    |   |
| Othercomprehensive (loss)income:          |  |                            |   |                              |  |   |   |   |
| Currencytranslationadjustment             |  |                            | (148   | )                            |  |   | 307    |   |
| Fairvalue adjustments of swaps, net oftax |  |                            | 961    |                              |  |   | 1,205  |   |
| Comprehensiveincome                       |  | $                               | 1,975  |                              |  | $      | 1,754  |   |
|                                           |

|                                           |  |                                    |        |                                      |  |        |        |         |  |  |
|-------------------------------------------|--|------------------------------------|--------|--------------------------------------|--|--------|--------|---------|--|--|
|                                      |  | Twenty-sixweeksendedApril  1, 2006 |        | Twenty-sixweeksendedMarch  26,  2005 |
| Netloss                                   |  | $                                  | (2,048 | )                               |  | $      | (878   | )  |
| Othercomprehensiveincome:                 |  |                               |   |                                 |  |   |   |    |
| Currencytranslationadjustment             |  |                               | (133   | )                               |  |   | 2,497  |    |
| Fairvalue adjustments of swaps, net oftax |  |                               | 1,444  |                                 |  |   | 1,205  |    |
| Comprehensive(loss)income                 |  | $                                  | (737   | )                               |  | $      | 2,824  |    |
|                                           |

5.Goodwill and Other Intangibles

In accordance with SFASNo. 142, Goodwill and Other Intangible Assets, theCompany is required to test goodwill and indefinite lived intangibleassets for impairment on at least an annual basis. There can be noassurance that future impairment tests will not result in a charge toearnings. There were revisions to goodwill during the twenty-six weekperiod ended April  1,  2006, which are reflected in therefinement of the cost estimates relating to the restructuringreserve.

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ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(Unaudited)(Dollars inthousands)

The cost of other acquired intangibleassets, including primarily customer relationships and covenants not tocompete, is amortized on a straight-line basis over the estimated livesof 2 to 10 years. Amortization of other intangibles amounted to $449and $897 for the thirteen and twenty-six weeks ended April1,  2006, respectively. The estimated aggregate amortizationexpense for each of the succeeding periods is as follows: $897 for theremainder of fiscal 2006; $1,399 in fiscal 2007; $1,249 in fiscal 2008;$1,133 in fiscal 2009; $1,133 in fiscal 2010 and $4,249thereafter.

The changes in carrying amount of goodwill for thetwenty-six week period ended April  1,  2006 are asfollows:

|                                      |  |        |        |         |  |  |
|--------------------------------------|--|--------|--------|---------|--|--|
| Goodwillat October  1,2005           |  | $      | 41,735 |    |
| Revision of purchase priceallocation |  |   | (646   | )  |
| Currency translationadjustments      |  |   | (49    | )  |
| Goodwillat April  1,2006             |  | $      | 41,040 |    |
|                                      |

Thefollowing table reflects the components of intangible assets other thangoodwill:

|                                   |  |              |        |                 |  |        |        |         |  |  |
|-----------------------------------|--|--------------|--------|-----------------|--|--------|--------|---------|--|--|
|                              |  | April1, 2006 |        | October 1, 2005 |
| Finitelived intangibleassets:     |  |         |   |            |  |   |   |    |
| Technology(patents)               |  | $            | 984    |            |  | $      | 984    |    |
| Non-competeagreements             |  |         | 888    |            |  |   | 887    |    |
| Customerrelationships             |  |         | 11,315 |            |  |   | 11,317 |    |
|                              |  |         | 13,187 |            |  |   | 13,188 |    |
| Accumulatedamortization:          |  |         |   |            |  |   |   |    |
| Technology(patents)               |  |         | (469   | )          |  |   | (336   | )  |
| Non-competeagreements             |  |         | (691   | )          |  |   | (493   | )  |
| Customerrelationships             |  |         | (1,968 | )          |  |   | (1,402 | )  |
|                              |  |         | (3,128 | )          |  |   | (2,231 | )  |
| Netfinite lived intangibleassets  |  |         | 10,059 |            |  |   | 10,957 |    |
| Indefinitelived intangibleassets: |  |         |   |            |  |   |   |    |
| Tradenames                        |  |         | 70,155 |            |  |   | 70,172 |    |
| TotalIntangibles,net              |  | $            | 80,214 |            |  | $      | 81,129 |    |
|                                   |

6.Inventories

Inventories are asfollows:

|                       |  |              |         |                 |  |        |        |         |  |  |
|-----------------------|--|--------------|---------|-----------------|--|--------|--------|---------|--|--|
|                  |  | April1, 2006 |         | October 1, 2005 |
| Finishedgoods         |  | $            | 81,046  |            |  | $      | 59,671 |    |
| Work inprocess        |  |         | 15,677  |            |  |   | 15,613 |    |
| Rawmaterials          |  |         | 29,289  |            |  |   | 22,908 |    |
|                  |  |         | 126,012 |            |  |   | 98,192 |    |
| Lessinventoryreserves |  |         | (6,255  | )          |  |   | (7,046 | )  |
|                  |  | $            | 119,757 |            |  | $      | 91,146 |    |
|                       |

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7. Debt Arrangements

OnJune 28, 2004, in conjunction with the acquisition of thePredecessor, Ames True Temper, Inc.(‘‘ATT’’), a direct wholly-owned subsidiaryof the Company, entered into a $215,000 Senior Secured Credit Facility($75,000 revolving credit facility and $140,000 Term Loan B) and issued$150,000 of Senior Subordinated Notes in order to finance theacquisition, repay the Predecessor’s outstanding debt and payrelated fees and expenses. The Senior Secured Credit Facility isguaranteed by the Company and each of its existing and future directand indirect subsidiaries, other than any subsidiary that is a‘‘controlled foreign corporation’’ underSection 957 of the Internal Revenue Code. The Company and each of theother guarantors granted to the senior lenders a first priority(subject to certain customary exceptions) security interest in andliens on all of the respective present and future property and assetsto secure all of the obligations under the Senior Secured CreditFacility, and any interest rate swap or similar agreements with asenior lender under the Senior Secured Credit Facility. The Companyalso guarantees the Senior Subordinated Notes on a senior subordinatedbasis. This guarantee ranks behind all existing and future senior debtof the Company, including the guarantee of the Senior Secured CreditFacility and the Senior Floating Rate Notes, equal to all future seniorsubordinated indebtedness and ahead of all future debt that expresslyprovides that it is subordinated to the guarantee.

OnJanuary  14,  2005, ATT completed the offering of $150,000Senior Floating Rate Notes due 2012. The proceeds of this offering wereused by the Company to repay the entire balance of Term Loan B, whichamounted to $139,300. Additionally, the proceeds were used to paytransaction fees and repay a portion of the revolving credit facility.As a result of the transaction, the Company recorded a charge of $4,102to interest expense to write-off the portion of prepaid bank feesrelated to Term Loan B.

The Senior Floating Rate Notes, issued ata 0.5% discount, bear interest at a floating rate per annum,reset quarterly, equal to LIBOR plus 4%, which was 8.6%at April  1,  2006. The Senior Floating Rate Notes payinterest quarterly in cash in arrears on January  15,April  15, July  15 and October  15 of each year. TheSenior Floating Rate Notes mature on January  15,  2012,unless earlier redeemed or repurchased, and are subject to the termsand conditions set forth in the Indenture. The Company guarantees theSenior Floating Rate Notes.

The Senior Floating Rate Notes areunsecured, unsubordinated obligations of ATT. They are effectivelysubordinated to all existing and future secured debt, to the extent ofthe assets securing such debt, including borrowings under the SeniorSecured Credit Facility, pari passu with all future seniorunsecured indebtedness, senior in right of payment to all existing andfuture senior subordinated debt, including the Senior SubordinatedNotes, and effectively behind all of the existing and futureliabilities of Ames True Temper, Inc.’s subsidiaries, includingtrade payables.

On January  14,  2005, simultaneouslywith the completion of the offering of the Notes referred to above, ATTentered into an amendment (‘‘AmendmentNo.1’’) to the terms of the Senior Secured CreditFacility. As amended, availability under the Senior Secured CreditFacility is restricted to the lesser of $75,000 and the borrowing-baseamount, which is equal to (a) 85% of the amount of eligiblereceivables, plus (b) the lower of (i) 55% of the cost or fairmarket value of eligible inventory and (ii) if an inventory appraisalhas been performed, 80% of the orderly liquidation value of AmesTrue Temper, Inc.'s inventory, plus (c) a percentage of eligibleequipment or real property determined by Bank of America, N.A., asadministrative agent, and not objected to by the required lenders. OnDecember  1,  2005, the Company entered into Amendment No.2 to the terms of the Senior Secured Credit Facility, which temporarilychanges certain financial covenants for the Company’s fiscal2006 performance.

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On July  19,  2005, the Companyentered into a $2,700 Term Note, Loan and Security Agreement andSubordination Agreement with a Lender. This note is payable in monthlyinstallments over five years. The interest rate per annum is equal to2.5% and secured by certain collateral, which was agreed to bythe Administrative Agent of the Senior Secured Credit Facility. Underthe terms of this note, the Company is required to create 108 jobs atthe new manufacturing facility in Pennsylvania within three years ofthe completion of the facility. The Term Note contains customary eventsof default (subject to customary exceptions, thresholds and graceperiods), including, without limitation: nonpayment of principal,interest, fees and failure to perform or observe certain covenants. Asof April  1,  2006 the Company was in compliance with thesecovenants.

In connection with the issuance of the Senior FloatingRate Notes, ATT entered into interest rate swaps (the‘‘Swaps’’) with Bank of America, N.A. andWachovia Bank, N.A. Pursuant to the Swap with Bank of America, N.A.,which became effective on January  17,  2006, ATT swaps3-month LIBOR rates for fixed interest rates of 4.31% on anotional amount of $100,000 for the period from January17,  2006 through January  15,  2008, $66,667 for theperiod from January  15,  2008 to January  15,2009 and $33,333 for the period from January  15,  2009through January  15,  2010. Pursuant to the Swap withWachovia Bank, N.A., effective January  15,  2006, ATTswaps 3 month LIBOR rates for fixed interest rates of 4.29% on anotional amount of $50,000 for the period from January15,  2006 through January  15,  2008, $33,333 for theperiod from January  15,  2008 to January  15,2009 and $16,667 for the period from January  15,  2009through January  15,  2010. These swaps fix the variablerate portion of the Senior Floating Rate Notes, while there is anadditional margin of 4.00% that is fixed.

The Company hasaccounted for the interest rate swaps in accordance with Statement ofFinancial Accounting Standards (‘‘SFAS’’)No. 133, Accounting for Derivative Instruments and HedgingActivities, as amended by SFAS No. 138, Accounting for CertainDerivative Instruments and Certain Hedging Activities and SFAS No.149, Amendment of Statement 133 on Derivative Instruments andHedging Activities (collectively, ‘‘SFAS133’’). SFAS 133 establishes accounting and reportingstandards for derivative instruments and hedging activities. SFAS 133requires that all derivatives be recognized as either assets orliabilities at fair value. As of April  1,  2006, theinterest rate swaps were recorded as an asset of $3,437. The Companyhas accounted for the swaps as cash flow hedges and has recordedchanges in fair value of $2,131 in accumulated other comprehensiveincome, net of deferred taxes of $1,306.

Borrowings outstandingunder the revolving credit facility as of April  1,  2006and October  1,  2005 were $45,900 and $0, respectively.The Company had letters of credit outstanding totaling $2,410 and$1,410 as of April  1,  2006 and October  1,2005, respectively. The total amount available under the revolvingcredit facility at April  1,  2006 and October1,  2005 was $26,690 and $73,008, respectively. The base rateinterest rate for the revolving credit facility was 9.75% atApril  1,  2006.

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Total indebtedness is asfollows:

|                                         |  |              |         |                 |  |        |         |         |  |  |
|-----------------------------------------|--|--------------|---------|-----------------|--|--------|---------|---------|--|--|
|                                    |  | April1, 2006 |         | October 1, 2005 |
| SeniorSecured CreditFacility:           |  |         |    |            |  |   |    |    |
| Revolving loanfacility, expires2010     |  | $            | 45,900  |            |  | $      | — |    |
| Term Note,due 2010                      |  |         | 2,362   |            |  |   | 2,618   |    |
| Senior FloatingRate Notes, due2012      |  |         | 150,000 |            |  |   | 150,000 |    |
| 10%Senior Subordinated Notes, due2012   |  |         | 150,000 |            |  |   | 150,000 |    |
| Totaldebt                               |  |         | 348,262 |            |  |   | 302,618 |    |
| Less short-termrevolving loanfacilities |  |         | (45,900 | )          |  |   | — |    |
| Lessunaccreteddiscount                  |  |         | (616    | )          |  |   | (670    | )  |
| Current portionof long-termdebt         |  |         | (515    | )          |  |   | (515    | )  |
| Long-termdebt                           |  | $            | 301,231 |            |  | $      | 301,433 |    |
|                                         |

TheSenior Secured Credit Facility, as amended, and the Senior SubordinatedNotes contain various affirmative and negative covenants customary forsimilar credit facilities (subject to customary exceptions and certainexisting obligations and liabilities), including, but not limited to,restrictions (with exceptions) on: liens; debt; loans, acquisitions,joint ventures and other investments; mergers and consolidations,sales, transfers and other dispositions of property or assets;dividends, distributions, redemptions and other restricted payments;changes in the nature of the Company’s business; transactionswith affiliates; and prepayment, redemption or repurchase of certaindebt. In addition, the Senior Secured Credit Facility, as amended,requires that the Company meet certain financial covenant tests,including without limitation: the maintenance of a minimum consolidatedEBITDA of $41,000 and the maintenance of a minimum fixed chargecoverage ratio (defined as consolidated EBITDA less capitalexpenditures to cash taxes plus cash interest expense plusscheduled principal payments and prepayments plus dividendsand distributions on equity) of 1.00:1.00. Amendment No. 2, datedDecember  1,  2005 temporarily reduced the minimumconsolidated EBITDA requirement for the four quarters endedDecember  31,  2005 and April  1,  2006 to$36,000 and $38,000, respectively. Commencing with the third quarterending July  1,  2006, the minimum consolidated EBITDAresumes at the $41,000 level. This amendment also provides for certainexclusions of capital expenditures and expenses for covenant compliancecalculation purposes. As of April  1,  2006, the Companywas in compliance with all applicable debtcovenants.

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8. Pension and Other PostretirementBenefits

|                                      |  |                     |         |                     |  |             |        |               |  |        |         |        |  |        |         |        |  |  |
|--------------------------------------|--|---------------------|---------|---------------------|--|-------------|--------|---------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                 |  | PensionBenefits     |         | OtherBenefits       |
|                                 |  | Thirteenweeks ended |         | Thirteen weeksended |
|                                 |  | April1,2006         |         | March 26,2005       |  | April1,2006 |        | March 26,2005 |
| ServiceCost                          |  | $                   | 889     |                |  | $           | 830    |          |  | $      | 1       |   |  | $      | 6       |   |
| InterestCost                         |  |                | 1,653   |                |  |        | 1,608  |          |  |   | 36      |   |  |   | 37      |   |
| Expectedreturn on planassets         |  |                | (2,420  | )              |  |        | (2,467 | )        |  |   | — |   |  |   | — |   |
| Amortizationof prior servicecost     |  |                | — |                |  |        | 1      |          |  |   | — |   |  |   | — |   |
| Amortizationof unrecognized net loss |  |                | 128     |                |  |        | 68     |          |  |   | — |   |  |   | — |   |
| Netperiodic benefit cost             |  | $                   | 250     |                |  | $           | 40     |          |  | $      | 37      |   |  | $      | 43      |   |
|                                      |

|                                      |  |                       |         |                       |  |             |        |               |  |        |         |        |  |        |         |        |  |  |
|--------------------------------------|--|-----------------------|---------|-----------------------|--|-------------|--------|---------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                 |  | PensionBenefits       |         | OtherBenefits         |
|                                 |  | Twenty-sixweeks ended |         | Twenty-six weeksended |
|                                 |  | April1,2006           |         | March 26,2005         |  | April1,2006 |        | March 26,2005 |
| ServiceCost                          |  | $                     | 1,777   |                  |  | $           | 1,659  |          |  | $      | 2       |   |  | $      | 12      |   |
| InterestCost                         |  |                  | 3,305   |                  |  |        | 3,214  |          |  |   | 72      |   |  |   | 74      |   |
| Expectedreturn on planassets         |  |                  | (4,838  | )                |  |        | (4,932 | )        |  |   | — |   |  |   | — |   |
| Amortizationof prior servicecost     |  |                  | — |                  |  |        | 2      |          |  |   | — |   |  |   | — |   |
| Amortizationof unrecognized net loss |  |                  | 256     |                  |  |        | 135    |          |  |   | — |   |  |   | — |   |
| Netperiodic benefit cost             |  | $                     | 500     |                  |  | $           | 78     |          |  | $      | 74      |   |  | $      | 86      |   |
|                                      |

EmployerContributions

During the thirteen-week periods endedApril  1,  2006 and March  26,  2005, theCompany contributed $49 and $23, respectively, to its defined benefitpension plan. During the twenty-six week periods ended April1,  2006 and March  26,  2005, the Companycontributed $94 and $51, respectively, to its defined benefit pensionplan.

During the thirteen-week periods ended April1,  2006 and March  26,  2005, the Companycontributed $29 and $72, respectively, to its post-retirement benefitplan. During the twenty-six week periods ended April  1,2006 and March  26,  2005, the Company contributed $85 and$148, respectively, to its post-retirement benefit plan.

9.Segment Information

The Company has operations in the UnitedStates, Europe and Canada. The following is a summary by geographicregion:

|              |  |                                  |         |                                   |  |          |        |                                  |  |        |         |        |  |        |        |         |  |  |
|--------------|--|----------------------------------|---------|-----------------------------------|--|----------|--------|----------------------------------|--|--------|---------|--------|--|--------|--------|---------|--|--|
|         |  | Thirteenweeks endedApril 1, 2006 |         | Thirteen weeksendedMarch 26,2005  |
|         |  | NetSales                         |         | (Loss)Earnings BeforeIncome Taxes |  | NetSales |        | (Loss)Earnings BeforeIncomeTaxes |
| UnitedStates |  | $                                | 114,056 |                              |  | $        | (1,068 | )                           |  | $      | 114,791 |   |  | $      | (1,913 | )  |
| Europe       |  |                             | 1,798   |                              |  |     | 48     |                             |  |   | 2,029   |   |  |   | 36     |    |
| Canada       |  |                             | 18,236  |                              |  |     | 2,731  |                             |  |   | 16,986  |   |  |   | 2,617  |    |
| Total        |  | $                                | 134,090 |                              |  | $        | 1,711  |                             |  | $      | 133,806 |   |  | $      | 740    |    |
|              |

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|              |  |                                      |         |                                     |  |          |        |                                  |  |        |         |        |  |        |        |         |  |  |
|--------------|--|--------------------------------------|---------|-------------------------------------|--|----------|--------|----------------------------------|--|--------|---------|--------|--|--------|--------|---------|--|--|
|         |  | Twenty-sixweeks endedApril  1,  2006 |         | Twenty-sixweeks endedMarch  26,2005 |
|         |  | NetSales                             |         | (Loss)Earnings BeforeIncome Taxes   |  | NetSales |        | (Loss)Earnings BeforeIncomeTaxes |
| UnitedStates |  | $                                    | 184,041 |                                |  | $        | (7,863 | )                           |  | $      | 180,638 |   |  | $      | (5,641 | )  |
| Europe       |  |                                 | 2,954   |                                |  |     | (28    | )                           |  |   | 3,207   |   |  |   | 16     |    |
| Canada       |  |                                 | 35,626  |                                |  |     | 4,951  |                             |  |   | 32,007  |   |  |   | 4,427  |    |
| Total        |  | $                                    | 222,621 |                                |  | $        | (2,940 | )                           |  | $      | 215,852 |   |  | $      | (1,198 | )  |
|              |

|              |  |                    |         |                |  |        |         |        |  |        |        |        |  |        |        |        |  |  |
|--------------|--|--------------------|---------|----------------|--|--------|---------|--------|--|--------|--------|--------|--|--------|--------|--------|--|--|
|         |  | IdentifiableAssets |         |           |  |   |
|         |  | April1, 2006       |         | October 1,2005 |  |   |         |   |
| UnitedStates |  | $                  | 375,846 |           |  | $      | 323,666 |   |  |   |   |   |  |   |   |   |
| Europe       |  |               | 6,180   |           |  |   | 5,868   |   |  |   |   |   |  |   |   |   |
| Canada       |  |               | 52,877  |           |  |   | 45,491  |   |  |   |   |   |  |   |   |   |
| Total        |  | $                  | 434,903 |           |  | $      | 375,025 |   |  |   |   |   |  |   |   |   |
|              |

|           |                  |
|-----------|------------------|
| 10.  | SubsequentEvents |

On April  7,  2006, ATT acquired AcornProducts, Inc. (‘‘Acorn’’), a Delawarecorporation and the parent company of UnionTools, Inc.(‘‘Union’’), a business engaged in themanufacture and distribution of non-powered lawn and garden tools,pursuant to an Agreement and Plan of Merger (the ‘‘AcornMerger Agreement’’) among ATT, Acorn and ATTUT Holdings,Inc., a Delaware corporation and wholly-owned subsidiary of ATT(‘‘Merger Sub’’). Pursuant to the AcornMerger Agreement, ATT acquired all of the issued and outstandingcapital stock of Acorn through the merger of Merger Sub with and intoAcorn, with Acorn surviving as a wholly-owned subsidiary of ATT (the‘‘Acorn Merger’’). The Acorn Merger wasconsummated simultaneously with the execution of the Acorn MergerAgreement. The aggregate consideration paid by ATT was approximately$44,100, which included the purchase of all of the capital stock,repayment or assumption of indebtedness and the payment of transactionfees and expenses.

In connection with the Acorn Merger, onApril  7,  2006, ATT entered into a new senior securedcredit agreement with Bank of America, N.A., as administrative agent,swing line lender and letter of credit issuer, Acorn, Union, and AmesTrue Temper Properties, Inc. (‘‘ATTP’’);together with ATT (the ‘‘Borrowers’’), ATTHolding Co., as guarantor, and each lender from time to time thereto(the "Credit Agreement’’). The CreditAgreement amends and restates ATT’s existing credit facilitywith, among others, Bank of America, N.A. Pursuant to the CreditAgreement, the lenders made available a five-year revolving creditfacility of up to $130,000.

On April  12,  2006, HDAcquisition Corp. (‘‘HDAC’’), awholly-owned subsidiary of ATT, completed the acquisition ofsubstantially all of the assets and properties of Hound Dog Products,Inc. (‘‘Hound Dog’’), a business thatdesigns, markets and distributes non-powered lawn and garden tools.HDAC assumed certain liabilities of Hound Dog in connection with thetransaction. The transaction was consummated simultaneously with theexecution of an Asset Purchase Agreement (the ‘‘AssetPurchase Agreement’’) among HDAC, Hound Dog and theshareholders of Hound Dog. The aggregate consideration paid by HDAC forthe purchased assets and properties was approximately $5,200, a portionof which was used to repay outstanding indebtedness of Hound Dog andits controlling shareholder.

On May 15, 2006, the Company enteredinto a Settlement and Release Agreement (the"Agreement") with Jacuzzi Brands, Inc("Jacuzzi"). Under the terms of theAgreement, Jacuzzi will 

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pay to the Company $6,159 as settlementpayment and dismiss the court actions against all defendants related tothe acquisition of ATT Holding Co. by affiliates of Castle Harlan, Inc.In return, the Company agreed to release Jacuzzi from any damagesrelated to any environmental indemnities or wheelbarrow claims. Aportion of the settlement payment will be offset by the recording ofadditional environmental liabilities as a result of the release of theenvironmental indemnities.

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Item2.    Management’s Discussion and Analysis ofFinancial Condition and Results of Operations

Thefollowing discussion relates to the consolidated financial performanceand results of operations of our parent, ATT Holding Co. A separatediscussion for Ames True Temper, Inc. is not presented since our parenthas no operations or assets separate from its investment in Ames TrueTemper, Inc. and since the Senior Subordinated Notes and the SeniorFloating Rate Notes are guaranteed by our parent. The followingdiscussion of our parent's results of operations and financialcondition should be read in conjunction with our financial statementsand notes thereto included elsewhere in this Form 10-Q. This Form 10-Qcontains forward-looking statements. All statements other thanstatements of historical fact are ‘‘forward-lookingstatements’’ for purposes of federal and state securitieslaws. Forward-looking statements may include the words‘‘may,’’‘‘will,’’‘‘plans,’’‘‘estimates,’’‘‘anticipates,’’‘‘believes,’’‘‘expects,’’‘‘intends’’ and similar expressions.Although we believe that such statements are based on reasonableassumptions, these forward-looking statements are subject to numerousfactors, risks and uncertainties that could cause actual outcomes andresults to be materially different from those projected or assumed inour forward-looking statements. These factors, risks and uncertaintiesinclude, among others, the following: our liquidity and capitalresources; sales levels to existing and new customers; increasedconcentration of our customers; seasonality and adverse weatherconditions; competitive pressures and trends; changing consumerpreferences; new product and customer initiatives; risks relating toforeign sourcing and foreign operations and availability of rawmaterials; our ability to successfully consummate and integrateacquisitions; and general economic conditions. Our actual results,performance or achievements could differ materially from thoseexpressed in, or implied by, the forward-looking statements. We cangive no assurances that any of the events anticipated by theforward-looking statements will occur or, if any of them do, whatimpact they will have on our results of operations and financialcondition. We do not intend, and we undertake no obligation, to updateany forward-looking statement.

Overview

Ames TrueTemper, Inc. (‘‘ATT’’,‘‘us’’, ‘‘we’’,‘‘our’’ or the‘‘Company’’) is a leading North Americanmanufacturer and marketer of non-powered lawn and garden tools andaccessories. We offer the following 11 distinct product lines with over4,100 active SKUs: long handle tools, wheelbarrows, decorativeaccessories, garden hoses, hose reels, lawn carts, pots and planters,pruning tools, repair handles, snow tools and striking tools. We sellour products primarily in the U.S. and Canada through (1) retailcenters, including home centers and mass merchandisers, (2) wholesalechains, including hardware stores and garden centers, and (3)industrial distributors.

In June  2004, affiliates ofCastle Harlan, Inc., a New York-based private-equity investment firm,together with certain of our employees, completed the acquisition ofour company from Wind Point Partners. In order to acquire our company,CHATT Holdings Inc., ‘‘the buyer’’, andCHATT Holdings LLC, ‘‘the buyer parent’’,were formed. Upon completion of the acquisition, affiliates of CastleHarlan, Inc. (Castle Harlan Partners IV, L.P., or CHP IV, andaffiliates) owned approximately 87% of the buyer-parent andmanagement owned approximately 13%. In order to finance theacquisition, repay our outstanding debt and pay related fees andexpenses:

|  |           |                                                                                                                                                                                                                       |
|--|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | we entered into a $215.0million senior credit facility consisting of a $75.0  millionrevolving credit facility and a $140.0  million term loan, asdescribed in ‘‘Debt and OtherObligations’’; |

|  |           |                                                                                                                                      |
|--|-----------|--------------------------------------------------------------------------------------------------------------------------------------|
|  | (b)  | we issued$150.0  million of 10% senior subordinated notes, asdescribed in ‘‘Debt and OtherObligations’’; and |

|  |           |                                                                                                                      |
|--|-----------|----------------------------------------------------------------------------------------------------------------------|
|  | (c)  | the buyerparent received a $110.5  million equity capital contributionfrom CHP IV and its affiliates and management. |

On April7,  2006, we acquired Acorn Products, Inc.(‘‘Acorn’’), a Delaware corporation and theparent company of UnionTools, Inc.(‘‘Union’’), a business engaged in themanufacture and distribution of non-powered lawn and garden tools,pursuant to an Agreement and Plan of Merger (the ‘‘AcornMerger Agreement’’) among us, Acorn and ATTUT Holdings,Inc., a Delaware corporation and wholly-owned subsidiary of ATT(‘‘Merger Sub’’). Pursuant to the AcornMerger 

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Agreement, we acquired all of the issued andoutstanding capital stock of Acorn through the merger of Merger Subwith and into Acorn, with Acorn surviving as a wholly-owned subsidiary(the ‘‘Acorn Merger’’). The Acorn Mergerwas consummated simultaneously with the execution of the Acorn MergerAgreement. We paid an aggregate consideration of approximately$44.1  million, which included the purchase of all of the capitalstock, repayment or assumption of indebtedness and the payment oftransaction fees and expenses of Acorn.

In connection with theAcorn Merger, on April  7,  2006, we entered into a newsenior secured credit agreement with Bank of America, N.A., asadministrative agent, swing line lender and letter of credit issuer,Acorn, Union, and Ames True Temper Properties, Inc.(‘‘ATTP’’); together with us, Acorn andUnion, (the ‘‘Borrowers’’), ATT HoldingCo., as guarantor, and each lender from time to time thereto (the"Credit Agreement’’). The Credit Agreementamended and restated our existing credit facility with, among others,Bank of America, N.A. Pursuant to the Credit Agreement, the lendersmade available a five-year revolving credit facility of up to$130.0  million.

On April  12,  2006, HDAcquisition Corp. (‘‘HDAC’’), awholly-owned subsidiary, completed the acquisition of substantially allof the assets of Hound Dog Products, Inc. (‘‘HoundDog’’), a business that designs, markets and distributesnon-powered lawn and garden tools. HDAC assumed certain liabilities ofHound Dog in connection with the transaction. The transaction wasconsummated simultaneously with the execution of an Asset PurchaseAgreement (the ‘‘Asset PurchaseAgreement’’) among HDAC, Hound Dog and the shareholdersof Hound Dog. The aggregate consideration paid by HDAC for thepurchased assets and properties was approximately $5.2  million,a portion of which was used to repay outstanding indebtedness of HoundDog and its controlling shareholder.

See‘‘Management’s Discussion and Analysis ofFinancial Condition and Results of Operations —  Debt andOther Obligations’’ for additional information about theCredit Agreement.

Results of Operations

Thirteenweeks ended April  1,  2006 compared to thirteen weeksended March  26,  2005

NetSales.    Net sales for the thirteen-week period endedApril  1,  2006 increased $0.3  million to$134.1  million compared to $133.8  million for thethirteen weeks ended March  26,  2005. Overall net salesincreased primarily from higher sales volumes and increases in salesprices, partially offset by increased customer program expenses.

Gross Profit.    Gross profit for the thirteen weeksended April  1,  2006 increased $2.1  million to$35.2  million from $33.1  million for the thirteen weeksended March  26,  2005. This increase was due primarily tofavorable product mix, efficiencies gained at the Company’s newmanufacturing plant and decreased steel costs, partially offset byhigher resin costs. Gross profit as a percentage of net sales increasedto 26.2% from 24.7% during this period.

Selling,General and Administrative (‘‘SG&A’’)Expenses.    SG&A expenses for the thirteen weeks endedApril  1,  2006 increased $4.8  million to$25.7  million from $20.9  million for the thirteen weeksended March  26,  2005. The increase relates primarily toincreased expenses related to store service arrangements (including setup expenses for new distribution) and increased professional serviceand compensation expenses.

Amortization of IntangibleAssets.    During the thirteen weeks ended April1,  2006, we recorded $0.4  million in amortizationexpense, as compared to $0.4  million during the thirteen-weekperiod ended March  26,  2005.

InterestExpense.    Interest expense for the thirteen weeks endedApril  1,  2006 decreased $3.1  million to$7.9  million from $11.0  million during the thirteen weeksended March  26,  2005. The decrease was due to the writeoff of $4.1  million of debt issuance costs as a result of therefinancing on January  14,  2005, partially offset byhigher average interest rates and debt balances as compared to theprior year.

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Income Tax Expense.    Incometax expense for the thirteen weeks ended April  1,  2006was $0.5  million, or approximately 32.1% of income beforetaxes. Income tax expense for the thirteen weeks ended March26,  2005 was $0.5  million or approximately 67.3%of income before taxes. At the end of each interim reporting period, weestimate the effective tax rate expected to be applicable for the fullfiscal year. The rate determined is used in providing for income taxeson a year-to-date basis. The tax effect of significant unusual items isreflected in the period in which they occur. The decrease in theeffective tax rate was primarily due to the mixture of tax rates fordomestic and foreign income. Deferred income taxes are provided for thefuture tax consequences attributable to the differences between thecarrying amounts of assets and liabilities and their respective taxbase. Deferred tax assets are reduced by a valuation allowance when, inour opinion, it is more likely than not that some portion of thedeferred tax assets will not be realized. As of April  1,2006 and October  1,  2005, a deferred tax asset valuationallowance was necessary for a portion of our deferred tax assets. Webelieve that our projections of future taxable income makes it morelikely than not that the remainder of the deferred tax assets will berealized. If our projections of future taxable income changes in thefuture, we may be required to reduce deferred tax assets by a valuationallowance.

Twenty-six weeks ended April  1,2006 compared to twenty-six weeks ended March  26,2005

Net Sales.    Net sales for thetwenty-six-week period ended April  1,  2006 increased$6.7  million, or 3.1%, to $222.6  million comparedto $215.9  million for the twenty-six weeks ended March26,  2005. Overall net sales increased primarily from highersales volumes, primarily snow tools, and increases in sales prices,partially offset by increased customer program expenses.

Gross Profit.    Gross profit for the twenty-six weeksended April  1,  2006 increased $2.3  million to$56.4  million from $54.1  million for the twenty-six weeksended March  26,  2005. This increase was due primarily toincreased sales volumes, efficiencies gained at the Company’snew manufacturing plant, favorable product mix and decreased steelcosts, partially offset by higher resin costs. Gross profit as apercentage of net sales increased to 25.3% from 25.1%during this period.

Selling, General and Administrative(‘‘SG&A’’)Expenses.    SG&A expenses for the twenty-six weeks endedApril  1,  2006 increased $6.0  million to$43.6  million from $37.6  million for the twenty-six weeksended March  26,  2005. The increase relates primarily toincreased expenses related to store service arrangements (including setup expenses for new distribution) and increased professional serviceand compensation expenses.

Amortization of IntangibleAssets.    During the twenty-six weeks ended April1,  2006, we recorded $0.9  million in amortizationexpense, as compared to $0.9  million during the twenty-six-weekperiod ended March  26,  2005.

InterestExpense.    Interest expense for the twenty-six weeks endedApril  1,  2006 decreased $1.9  million to$15.3  million from $17.2  million during the twenty-sixweeks ended March  26,  2005. The decrease was due to thewrite off of $4.1  million of debt issuance costs as a result ofthe refinancing on January  14,  2005, partially offset byhigher average interest rates and debt balances as compared to prioryear.

Income Tax Benefit.    Income tax benefit forthe twenty-six weeks ended April  1,  2006 was $0.9million, or approximately 30.3% of loss before taxes. Income taxbenefit for the twenty-six weeks ended March  26,  2005 was$0.3  million, or approximately 26.7% of loss beforetaxes. At the end of each interim reporting period, we estimate theeffective tax rate expected to be applicable for the full fiscal year.The rate determined is used in providing for income taxes on ayear-to-date basis. The tax effect of significant unusual items isreflected in the period in which they occur. The increase in theeffective tax rate was primarily due to the mixture of tax rates fordomestic and foreign income. Deferred income taxes are provided for thefuture tax consequences attributable to the differences between thecarrying amounts of assets and liabilities and their respective taxbase. Deferred tax assets are reduced by a valuation allowance when, inour opinion, it is more likely than not that some portion of thedeferred tax assets will not be realized. As of April  1,2006 and October  1,  2005, a deferred tax asset valuationallowance was necessary for a portion of our deferred tax assets. Webelieve that our projections of future taxable income makes it morelikely than not that the remainder 

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of the deferred tax assets will be realized.If our projections of future taxable income changes in the future, wemay be required to reduce deferred tax assets by a valuationallowance.

Liquidity and Capital Resources

Our principalliquidity requirements are to service our debt and meet our workingcapital and capital expenditure needs. Subject to our performance,which, if adversely affected, could adversely affect the availabilityof funds, we expect to be able to meet our liquidity requirements forthe foreseeable future through cash provided by operations and throughborrowings available under our Credit Agreement. We cannot assure you,however, that this will be the case.

CashFlows

Cash used in operating activities for the twenty-sixweeks ended April  1,  2006 was $59.0  million,compared to $27.7 million for the twenty-six weeks endedMarch  26,  2005. This cash usage in fiscal 2006 ascompared to fiscal 2005 is primarily the result of the timing of sales,cash receipts and cash payments as well as increased inventory, whichwas the result of increased requirements for new distribution of ourproducts. During our first two quarters of the fiscal year, wetypically use our available cash and our revolving loan facility tofund our seasonal build of inventory. Cash used in investing activitiesof $5.7  million and $3.5  million for the twenty-six-weekperiods ended April  1,  2006 and March  26,2005, respectively, was due primarily to the purchase of fixed assets,partially offset by proceeds from the sale of fixed assets. Cashprovided by financing activities was $45.4  million and$30.4  million for the twenty-six weeks ended April1,  2006 and March  26,  2005, respectively and wasprimarily the result of net borrowings under the revolving creditfacility. Additionally, during the twenty-six weeks ended March26,  2005, we repaid $140.0  million of our Term Loan Bunder the previous senior secured credit facility through the issuanceof the senior floating rate notes on January  14,2005.

Debt and Other Obligations

SeniorSecured Credit Facility — in effect at April  1,2006

On June  28,  2004, we entered into a$215.0  million senior credit facility with various banks,financial institutions and other lenders. The senior credit facilityconsisted of a $140.0  million term loan B facility, which wouldhave matured on June  28,  2011, and a $75.0  millionrevolving credit facility, which matures on June  28,2010. On January  14,  2005, simultaneously with thecompletion of the offering of the Senior Floating Rate Notes referredto below, we repaid the term loan in full and entered into an amendment(the ‘‘Amendment No. 1’’) to the terms ofthe senior credit facility. As of April  1,  2006, we had$45.9  million of borrowings on the revolving portion of oursenior credit facility, with $2.4  million of letters of creditoutstanding. At April  1,  2006, based on the borrowingbase calculation, the revolver limit was $75.0  million, with$26.7  million available under the revolving creditfacility.

The interest rates applicable to the senior creditfacility as of April  1,  2006 were the Eurodollar Rateplus the Applicable Rate, or at our option, the Alternate Base Rateplus the Applicable Rate. The ‘‘Alternate BaseRate’’ means the higher of (i) the floating rate ofinterest announced from time to time by Bank of America N.A as its‘‘prime rate’’ or (ii) the Federal Fundsrate plus 50 basis points per annum. The ‘‘EurodollarRate’’ means the rate per annum equal to the ratedetermined by the administrative agent to be the offered rate thatappears on the Telerate Screen that displays an average British BankersAssociation Interest Settlement Rate for deposits in dollars. Withrespect to the revolving credit facility (including swing line loans),the ‘‘Applicable Rate’’ means (i) untilDecember  28,  2004, 3.00% per annum, in the case ofEurodollar Rate loans, and 2.00% per annum, in the case ofAlternate Base Rate advances, and (ii) thereafter, a percentage perannum to be determined in accordance with a pricing grid based on theleverage ratio.

Certain customary fees are payable to thelenders and the agents under the Senior Secured Credit Facility, asamended, including without limitation, a commitment for our revolvingcredit facility and 

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letter of credit fees. The senior creditfacility contains various affirmative and negative covenants customaryfor similar credit facilities (subject to customary exceptions andcertain existing obligations and liabilities), including, but notlimited to, restrictions on: liens, loans, acquisitions, mergers,sales, transfers, dividends, distributions, changes in the nature ofour business and transactions with affiliates

The senior creditfacility, under Amendment No. 1 dated January  14,  2005,requires that the Company meet certain financial covenant tests,including without limitation: the maintenance of a minimum ConsolidatedEBITDA of $41.0  million and the maintenance of a minimum fixedcharge coverage ratio (defined as EBITDA less capitalexpenditures to cash taxes plus cash interest expense plusscheduled principal payments and prepayments plus dividendsand distributions on equity) of 1.00:1.00.

Pursuant to AmendmentNo. 1, availability under the senior credit facility is restricted tothe lesser of $75.0  million and the borrowing base amount, whichis equal to (a) 85% of the amount of eligible receivables, plus(b) the lower of (i) 55% of the cost or fair market value ofeligible inventory and (ii) if an inventory appraisal has beenperformed, 80% of the orderly liquidation value of ourinventory, plus (c) a percentage of eligible equipment or real propertydetermined by Bank of America, N.A., as administrative agent, and notobjected to by the required lenders. In addition, the Senior SecuredCredit Facility, as amended, requires that we meet certain financialcovenant tests, including without limitation, the maintenance ofminimum EBITDA and minimum fixed charge coverage ratio, as defined bythe amended Credit Agreement.

Amendment No. 2, datedDecember  1,  2005, temporarily reduced the minimumconsolidated EBITDA requirement for the four quarters endingDecember  31,  2005 and April  1,  2006 to$36.0  million and $38.0  million, respectively. Commencingwith the four quarters ending July  1,  2006, the minimumconsolidated EBITDA will resume at the $41.0  million level. Thisamendment also provides for certain exclusions of capital expendituresand expenses for covenant compliance purposes.

As of April1,  2006, we were in compliance with all of our financialcovenants. The senior secured credit facility contains customary eventsof default (subject to customary exceptions, thresholds and graceperiods), including, without limitation: nonpayment of principal,interest, fees and failure to perform or observe certaincovenants.

Amended and Restated Senior Secured CreditFacility

On April  7,  2006, we entered into anew senior secured credit agreement with Bank of America, N.A., asadministrative agent, swing line lender and letter of credit issuer,Acorn, Union, and Ames True Temper Properties, Inc.(‘‘ATTP’’); together with the Company, (the‘‘Borrowers’’), ATT Holding Co., asguarantor, and each lender from time to time thereto (the‘‘Credit Agreement’’). The Credit Agreementamends and restates our existing credit facility with, among others,Bank of America, N.A. Pursuant to the Credit Agreement, the lendersmade available a five-year revolving credit facility of up to$130.0  million, including a sub-facility for letters of creditin an amount not to exceed $15.0  million and a sub-facility forswing-line loans in an amount not to exceed $15.0  million. TheBorrowers' obligations under the credit agreement are guaranteedby ATT Holding Co. The credit facilities will be collateralized bysubstantially all of our assets, including our domestic subsidiaries,and guaranteed by ATT Holding Co. Future domestic subsidiaries will berequired to guarantee the obligations and grant a lien on substantiallyall of their assets.

The interest rate applicable to the loansunder the senior secured credit agreement is either: (1) the‘‘Eurodollar Rate’’ plus a margin of 1.75to 2.75% or (2) the ‘‘Base Rate’’plus a margin of 0.50% to 1.50%. The initial applicablemargin for loans based on the Eurodollar Rate will be 2.25%, andthe applicable margin for loans based on the Base Rate will be1.00%. ‘‘Eurodollar Rate’’ isdefined as the London interbank offered rate, adjusted for statutoryreserve requirements. The ‘‘Base Rate’’ isthe higher of: (1) prime rate publicly announced by Bank of America,N.A. or (2) the Federal Funds effective rate plus 0.50%,adjusted for statutory reserve requirements. The applicable margin mayunder certain limited circumstances be increased slightly, if Bank ofAmerica, N.A. cannot otherwise syndicate the creditfacility.

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As set forth in the Credit Agreement, thetotal outstanding amount of all loans and letter of credit obligationsunder the Credit Agreement shall not exceed the lesser of (1)$130.0  million and (2) the borrowing base, which includesspecific percentages of eligible inventory, eligible equipment,eligible accounts receivable and eligible real estate of the Borrowers,minus (b) certain reserves, all as set forth in the CreditAgreement.

The terms of the Credit Agreement include variouscovenants that restrict our ability to, among other things, incuradditional liens, incur additional indebtedness and make additionalinvestments. In addition, the Borrowers are prohibited from incurringcapital expenditures exceeding $19.125  million in fiscal year2006, $16.125  million in fiscal year 2007, and $15.0million in any fiscal year thereafter (subject to the right to carryover the unused portion to the following year). In addition, undercertain circumstances the Borrowers will be required to haveconsolidated EBITDA of at least $41.0  million for each period offour fiscal quarters. The Credit Agreement also includes customaryevents of default, including, without limitation, payment defaults,cross defaults to other indebtedness and bankruptcy relateddefaults.

Senior Subordinated Notes

OnJune  28,  2004, we completed a private offering of$150.0  million in aggregate principal amount at maturity of10% Senior Subordinated Notes due July  15,  2012.The Senior Subordinated Notes are fully and unconditionally guaranteedby our parent, ATT Holding Co., on a senior subordinated basis. OnAugust  10,  2004, we filed a registration statement withrespect to new notes having substantially identical terms as theoriginal notes, as part of an offer to exchange registered notes forthe privately issued original Senior Subordinated Notes. The new notesevidence the same debt as the original Senior Subordinated Notes, areentitled to the benefits of the indenture governing the original SeniorSubordinated Notes and are treated under the indenture as a singleclass with the original notes. The exchange offer was completed onNovember  24,  2004.

The Senior Subordinated Notesare unsecured senior subordinated obligations and rank behind all ofour existing and future senior debt, including borrowings under thesenior credit facility, equally with any of our future seniorsubordinated debt, ahead of any of our future debt that expresslyprovides for subordination to the Senior Subordinated Notes andeffectively behind all of the existing and future liabilities of oursubsidiaries, including trade payables.

We pay interest on theSenior Subordinated Notes semi-annually in cash, in arrears, onJanuary 15 and July  15 at an annual rate of 10.0%.The indenture governing Senior Subordinated Notes contains variousaffirmative and negative covenants, subject to a number of importantlimitations and exceptions, including but not limited to those limitingour ability and the ability of our restricted subsidiaries to borrowmoney, guarantee debt or sell preferred stock, create liens, paydividends on or redeem or repurchase stock, make certain investments,sell stock in our restricted subsidiaries, restrict dividends or otherpayments from restricted subsidiaries, enter into transactions withaffiliates and sell assets or merge with other companies.

Theindenture governing the Senior Subordinated Notes contains variousevents of default, including but not limited to those related tonon-payment of principal, interest or fees; violations of certaincovenants; certain bankruptcy-related events; invalidity of liens;non-payment of certain legal judgments; and cross defaults with certainother indebtedness. We may redeem the Senior Subordinated Notes on orafter July  15,  2008, except we may redeem up to35% of the Senior Subordinated Notes prior to July15,  2007 with the proceeds of one or more public equityofferings. We are required to redeem the Senior Subordinated Notesunder certain circumstances involving changes ofcontrol.

Senior Floating Rate Notes

OnJanuary  14,  2005, we completed a private offering of$150.0  million principal amount at maturity of our SeniorFloating Rate Notes due 2012, which was issued at a 0.5%discount. Net proceeds for the offering were used to repay our termloan B in full, repay a portion of our revolving 

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credit facility and pay related fees andexpenses. The Senior Floating Rate Notes are fully and unconditionallyguaranteed by our parent on a senior unsecured basis. On March25,  2005 we filed a registration statement with respect to newnotes having substantially identical terms as the original notes, aspart of an offer to exchange registered notes for the privately issuedoriginal Senior Floating Rate Notes. The new notes evidence the samedebt as the original Senior Floating Rate Notes, are entitled to thebenefits of the indenture governing the original Senior Floating RateNotes and are treated under the indenture as a single class with theoriginal notes. The exchange offer was completed on May23,  2005.

The Senior Floating Rate Notes are unsecured,unsubordinated obligations and are effectively subordinated to all ofour existing and future secured debt, to the extent of the assetssecuring such debt, including borrowings under the senior securedcredit facility, pari passu with all future senior unsecuredindebtedness, senior in right of payment to all existing and futuresenior subordinated debt, including our Senior Subordinated Notes due2012, and effectively behind all of the existing and future liabilitiesof our subsidiaries, including trade payables.

We pay interest onthe Senior Floating Rate Notes quarterly in cash, in arrears, onJanuary  15, April  15, July  15 and October15 at a rate per annum, reset quarterly, equal to LIBOR plus4.0%, starting on April  15,  2005. The indenturegoverning the Senior Floating Rate Notes contains various affirmativeand negative covenants, subject to a number of important limitationsand exceptions, including but not limited to those limiting our abilityand the ability of our restricted subsidiaries to borrow money,guarantee debt or sell preferred stock, create liens, pay dividends onor redeem or repurchase stock, make specified types of investments,sell stock in our restricted subsidiaries, restrict dividends or otherpayments from restricted subsidiaries, enter into transactions withaffiliates and sell assets or merge with other companies.

Theindenture governing the Senior Floating Rate Notes contains variousevents of default, including but not limited to those related tonon-payment of principal, interest or fees; failure to perform orobserve certain covenants; inaccuracy of representations and warrantiesin any material respect, cross defaults with certain otherindebtedness, certain bankruptcy related events, monetary judgmentdefaults and material non-monetary judgment defaults, ERISA defaultsand change of control. We can redeem the Senior Floating Rate Notes, inwhole or in part, at any time on or after January  15,2007. In addition, we may redeem up to 35% of the SeniorFloating Rate Notes prior to January  15,  2007 with thenet proceeds of one or more public equity offerings. We are required toredeem the Senior Floating Rate Notes under certain circumstancesinvolving changes of control.

Other Debt

OnJuly  19,  2005, we entered into a $2.7  million TermNote, Loan and Security Agreement and Subordination Agreement with aLender. This note is payable in monthly installments over five years.The interest rate per annum is equal to 2.5% and secured bycertain collateral, which was agreed to by the Administrative Agent ofthe Senior Secured Credit Facility. Under the terms of this note, weare required to create 108 jobs at the new manufacturing facility inPennsylvania within three years of the completion of the facility. TheTerm Note contains customary events of default (subject to customaryexceptions, thresholds and grace periods), including, withoutlimitation, nonpayment of principal, interest, fees and failure toperform or observe certain covenants. As of April  1,2006, we were in compliance with these covenants.

InterestRate Swaps

In connection with the offering of the SeniorFloating Rate Notes, on January  11,  2005, we entered intointerest rate swaps (the ‘‘Swaps’’) withBank of America, N.A. and Wachovia Bank, N.A to hedge variable interestrate debt. Pursuant to the Swap with Bank of America, N.A., whichbecame effective on January  17,  2006, we swap 3 monthLIBOR rates for fixed interest rates of 4.31% on a notionalamount of $100.0  million for the period from January17,  2006 through January  15,  2008, approximately$66.7  million for the period from January  15,  2008to January  15,  2009 and approximately $33.3million for the period from January  15,  2009 throughJanuary  15,  2010. Pursuant 

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to the Swap with Wachovia Bank, N.A.,effective January  15,  2006, we swap 3 month LIBOR ratesfor fixed interest rates of 4.29% for a notional amount of$50  million for the period from January  15,  2006through January  15,  2008, approximately $33.3million for the period from January  15,  2008 toJanuary  15,  2009 and approximately $16.7  millionfor the period from January  15,  2009 throughJanuary  15,  2010. These swaps fix the variable rateportion of the Senior Floating Rate Notes, while there is an additionalmargin of 4.00% that is fixed.

The interest rate swaps areaccounted for in accordance with Statement of Financial AccountingStandard (‘‘SFAS’’) No. 133 Accountingfor Derivative Instruments and Hedging Activities, as amended bySFAS No. 138, Accounting for Certain Derivative Instruments andCertain Hedging Activities and SFAS No. 149, Amendment ofStatement 133 on Derivative Instruments and Hedging Activities(collectively, ‘‘SFAS 133’’). SFAS 133establishes accounting and reporting standards for derivativeinstruments and hedging activities. SFAS 133 requires that allderivatives be recognized as either assets or liabilities at fairvalue. As of April  1,  2006, the interest rates swaps wererecorded as an asset of $3.4  million. The swaps are accountedfor as cash flow hedges; therefore, we have recorded changes in fairvalue as a component of accumulated other comprehensive income of$2.1  million, net of deferred tax expense of $1.3million.

Treasury Stock

Certain members ofmanagement own membership interests in CHATT Holdings LLC. CHATTHoldings LLC or CHAMES Holdings I LLC, a member of CHATT Holdings LLC,may, but are not required to, purchase all or a portion of these unitsfrom management within 180 days of their departure from the Company.The value of the membership interests repurchased is determined jointlyby the Board of Directors of CHATT Holdings LLC and a committeecomprised of our senior management. As of April  1,  2006,CHATT Holdings LLC held units of CHATT Holdings LLC purchased for$0.3  million, which was recorded as our Treasury Stock foraccounting purposes.

Item 3.    Quantitative andQualitative Disclosures About Market Risk

TheCompany's cash flows and earnings are subject to fluctuationsresulting from changes in interest rates, foreign currency exchangerates and raw material costs. We manage our exposure to these marketrisks through internally established policies and procedures and, whendeemed appropriate, through the use of derivative financialinstruments. Our policy does not allow speculation in derivativeinstruments for profit or execution of derivative instrument contractsfor which there are no underlying exposures. We do not use financialinstruments for trading purposes and are not a party to any leveragedderivatives. We monitor our underlying market risk exposures on anongoing basis and believe that we can modify or adapt our hedgingstrategies as needed.

Our primary market risk is interest rateexposure with respect to our floating rate debt. In connection with theoffering of the Senior Floating Rate Notes, we entered into twointerest rate swaps. These swaps effectively fix the variable interestrate portion of the Senior Floating Rate Notes at notional amounts of$150.0  million for two years beginning January  15,2006, subsequently amortizing at a rate of $50.0  million peryear until the maturity in 2010. The swaps fix the 3 month LIBOR ratesat either 4.29% or 4.31% for the duration of thecontracts. The interest rate of the Senior Floating Rate Notes atApril  1,  2006 was 8.6%, however; the weightedaverage interest rate was 8.3% based on the hedges in place atthat time. See ‘‘Management’s Discussion andAnalysis of Financial Condition and Results of Operations — Debtand Other Obligations — Senior Floating RateNotes’’ and ‘‘— Interest RateSwaps.’’ Until the interest rate swaps became effectiveon January  15, 2006, a 100 bps change in interest rates wouldimpact us by $0.4  million for one fiscal quarter.

Weconduct foreign operations in Canada and Ireland and utilizeinternational suppliers and manufacturers. As a result, we are subjectto risk from changes in foreign exchange rates. These changes result incumulative translation adjustments, which are included in accumulatedother comprehensive income (loss). We do not consider the potentialloss resulting from a hypothetical 10% adverse change in quotedforeign currency exchange rates, as of April  1,  2006 tobe material.

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We purchase certain raw materials such asresin, steel, and wood that are subject to price volatility caused byunpredictable factors. Where possible, we employ fixed rate rawmaterial purchase contracts and customer price adjustments to help usto manage this risk. We do not currently use derivatives to manage rawmaterials risk.

Item 4.    Controls andProcedures

Under the supervision and with theparticipation of management, including our principal executive officerand principal financial officer, we have evaluated the effectiveness ofthe design and operation of our disclosure controls and procedures asof the end of the period covered by this report, and based on theirevaluation, the principal executive officer and principal financialofficer have concluded that these controls and procedures areeffective. There were no changes in our internal controls that havematerially affected or are reasonably likely to materially affect ourinternal control over financialreporting.

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PARTII.    OTHER INFORMATION AND SIGNATURE

Item 1.    Legal Proceedings

On August3,  2004, Jacuzzi Brands filed a complaint in the Court of CommonPleas of Cumberland County, Pennsylvania against us, our parent andseveral Castle Harlan and Wind Point entities. The complaint allegesthat, in connection with the acquisition of our parent by affiliates ofCastle Harlan, we failed to provide notice to Jacuzzi Brands and toobtain its consent to such acquisition, as allegedly required by theprovisions of a leasehold mortgage granted to Jacuzzi Brands on ourdistribution center in Carlisle, Pennsylvania. The complaint assertscauses of action against us for breach of contract, civil conspiracyand common law fraud. In the complaint, Jacuzzi Brands seeks anunspecified amount of damages, that a letter of credit be posted tosecure our remaining rental obligations under the lease for thedistribution center and other injunctive relief. Upon the filing of thecomplaint, Jacuzzi Brands moved for a preliminary injunction, which,following a hearing, the court denied by order dated August23,  2004. We, our parent and the Castle Harlan defendants havesince answered the complaint, and the Wind Point defendants filedpreliminary objections seeking to dismiss the claims asserted againstthem. By order dated December  9,  2004, the court deniedWind Point’s preliminary objections to the complaint. OnJanuary  6,  2005, Jacuzzi Brands served interrogatoriesand document demands upon all the defendants. In February  2005,the defendants responded to these interrogatories and document demands.We believe that the complaint is without merit and intend to continueto contest the action vigorously.

On May 15, 2006, we enteredinto a Settlement and Release Agreement (the"Agreement") with Jacuzzi Brands, Inc("Jacuzzi"). Under the terms of theAgreement, Jacuzzi will pay to us $6.2 million as settlement paymentand dismiss the court actions against all defendants related to theacquisition of ATT Holding Co. by affiliates of Castle Harlan, Inc. Inreturn, we agreed to release Jacuzzi from any damages related to anyenvironmental indemnities or wheelbarrow claims. A portion of thesettlement payment will be offset by the recording of additionalenvironmental liabilities as a result of the release of theenvironmental indemnities.

From approximately 1993 through 1999,we manufactured and sold 647,000 wheelbarrows with poly wheel hubs.Various claims were submitted, and lawsuits filed, to recover forinjuries sustained while inflating tires on these wheelbarrows. In2002, we participated in a voluntary ‘‘fasttrack’’ recall of these wheelbarrows with the ConsumerProduct Safety Commission. We again voluntarily recalled thesewheelbarrows in June  2004 in cooperation with the ConsumerProduct Safety Commission. However, less than 1% of the totalproducts sold were returned, leaving an unknown number in service. Todate, we have responded to 31 claims involving this product, 29 ofwhich have been resolved. We are currently named as a defendant in onewheelbarrow claim. Although we believe that we have sufficientinsurance coverage in place to cover these claims, a successful claimmay exceed the limits of our coverage.

We are involved invarious claims and legal actions that arise in the ordinary course ofbusiness. We do not believe that the ultimate resolution of any ofthese actions will have a material adverse effect on our consolidatedfinancial position, results of operations, liquidity or capitalresources.

Item 2.    Unregistered Sales ofEquity Securities and Use ofProceeds

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|   | None |

Item3.    Defaults Upon SeniorSecurities

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|   | None |

Item4.    Submission of Matters to a Vote of SecurityHolders

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|   | None |

Item5.    OtherInformation

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|   | None |

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Item6.    Exhibits

|                |  |                                                                                                                                                                                                                                                                                                                                                  |  |  |  |  |
|----------------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| Exhibit10.1(G) |  | Agreement and Plan of Merger, dated as of April7,  2006, by and among Acorn Products, Inc., Ames True Temper,Inc., and ATTUT Holdings, Inc.                                                                                                                                                                                                      |
| Exhibit10.2(H) |  | Amended and Restated Credit Agreement, dated as ofApril  7,  2006, among Ames True Temper, Inc., AcornProducts, Inc., UnionTools, Inc., and Ames True Temper Properties,Inc., as borrowers, ATT Holding Co., as a guarantor, Bank of America,N.A., as administrative agent, swing line lender and l/c issuer, andthe other lenders party thereto |
| Exhibit10.3*   |  | Employment Agreement, dated as of April  7,2006, among Ames True Temper, Inc., Acorn Products, Inc., UnionTools,Inc. and A. Corydon Meyer                                                                                                                                                                                                        |
| Exhibit10.4*   |  | Employment Agreement, dated as of April  7,2006, among Acorn Products, Inc., UnionTools, Inc. and John G.Jacob                                                                                                                                                                                                                                   |
| Exhibit 10.5*  |  | Severance Agreement,dated as of April  7,  2006, among Acorn Products, Inc.,UnionTools, Inc. and Carol B. LaScala                                                                                                                                                                                                                                |
| Exhibit10.6*   |  | Severance Agreement, dated as of April  7,2006, among Acorn Products, Inc., UnionTools, Inc. and Mark J.Chichak                                                                                                                                                                                                                                  |
| Exhibit 10.7*  |  | Severance Agreement,dated as of April  7,  2006, among Acorn Products, Inc.,UnionTools, Inc. and Steven R. Forgy                                                                                                                                                                                                                                 |
| Exhibit31.1*   |  | Certification of Chief Executive Officer Pursuant toRules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of theSarbanes-Oxley Act of 2002                                                                                                                                                                                                 |
| Exhibit31.2*   |  | Certification of Principal Financial Officer Pursuant toRules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of theSarbanes-Oxley Act of 2002                                                                                                                                                                                             |
| Exhibit32.1*   |  | Certification of Chief Executive Officer Pursuant To 18U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of TheSarbanes-Oxley Act Of 2002                                                                                                                                                                                                  |
| Exhibit32.2*   |  | Certification of Principal Financial Officer Pursuant To18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of TheSarbanes-Oxley Act Of2002                                                                                                                                                                                               |
|                |

|  |
|--|
|  |  |
|  |

|   |               |
|---|---------------|
| * | Filedherewith |

|     |                                                                                                                       |
|-----|-----------------------------------------------------------------------------------------------------------------------|
| (G) | Previously filed as anexhibit to the Registrant’s Current Report on Form 8-K filedwith the SEC on April  7,2006 |

|     |                                                                                                                          |
|-----|--------------------------------------------------------------------------------------------------------------------------|
| (H) | Previously filed as anexhibit to the Registrant’s Current Report on Form 8-K filedwith the SEC on April  14,  2006 |

23

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Table of Contents

AMES TRUE TEMPER,INC.

SIGNATURE

Pursuant to the requirements of theSecurities Exchange Act of 1934, the Registrant has duly caused thisreport to be signed on its behalf by the undersigned thereunto dulyauthorized.

|                     |  |        |  |                                                                                        |  |        |  |  |  |  |  |  |  |  |
|---------------------|--|--------|--|----------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|--|--|
|                |  |   |  | AMESTRUE TEMPER,INC.                                                                   |
|                |  |   |  |                                                                                   |  |   |
| Date:May 16, 2006   |  |   |  | /s/ RichardDell                                                                        |  |   |
|                |  |   |  | Richard DellChiefExecutive Officer(Principal Executive Officerand AuthorizedSignatory) |
|                |  |   |  |                                                                                   |  |   |
| Date:May  16,  2006 |  |   |  | /s/David M.  Nuti                                                                      |  |   |
|                |  |   |  | DavidM.  NutiChief Financial Officer(Principal FinancialOfficer)                       |
|                     |

24

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Table of Contents

AMESTRUE TEMPER, INC.

EXHIBITINDEX

|         |  |                                                                                                                                                                                                                                                                                                                                                 |  |  |  |  |
|---------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                     |
| 10.1(G) |  | Agreement and Plan of Merger, dated as of April  7,2006, by and among Acorn Products, Inc., Ames True Temper, Inc., andATTUT Holdings, Inc.                                                                                                                                                                                                     |
| 10.2(H) |  | Amended andRestated Credit Agreement, dated as of April  7,  2006,among Ames True Temper, Inc., Acorn Products, Inc., UnionTools, Inc.,and Ames True Temper Properties, Inc., as borrowers, ATT Holding Co.,as a guarantor, Bank of America, N.A., as administrative agent, swingline lender and l/c issuer, and the other lenders partythereto |
| 10.3*   |  | Employment Agreement, dated asof April  7,  2006, among Ames True Temper, Inc., AcornProducts, Inc., UnionTools, Inc. and A. CorydonMeyer                                                                                                                                                                                                       |
| 10.4*   |  | Employment Agreement, dated asof April  7,  2006, among Acorn Products, Inc., UnionTools,Inc. and John G. Jacob                                                                                                                                                                                                                                 |
| 10.5*   |  | SeveranceAgreement, dated as of April  7,  2006, among AcornProducts, Inc., UnionTools, Inc. and Carol B. LaScala                                                                                                                                                                                                                               |
| 10.6*   |  | Severance Agreement, dated as of April7,  2006, among Acorn Products, Inc., UnionTools, Inc. and MarkJ. Chichak                                                                                                                                                                                                                                 |
| 10.7*   |  | Severance Agreement, datedas of April  7,  2006, among Acorn Products, Inc.,UnionTools, Inc. and Steven R. Forgy                                                                                                                                                                                                                                |
| 31.1    |  | Certification of Chief Executive Officer Pursuant to Rules 13a-14and 15d-14, As Adopted Pursuant to Section 302 of the Sarbanes-OxleyAct of 2002                                                                                                                                                                                                |
| 31.2    |  | Certification ofPrincipal Financial Officer Pursuant to Rules 13a-14 and 15d-14, AsAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act of2002                                                                                                                                                                                             |
| 32.1    |  | Certification of Chief ExecutiveOfficer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuantto Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                           |
| 32.2    |  | Certification of Principal Financial OfficerPursuant to 18 U.S.C. Section 1350, As Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of2002.                                                                                                                                                                                        |
|         |

|  |
|--|
|  |  |
|  |

|   |               |
|---|---------------|
| * | Filedherewith |

|     |                                                                                                                       |
|-----|-----------------------------------------------------------------------------------------------------------------------|
| (G) | Previously filed as anexhibit to the Registrant’s Current Report on Form 8-K filedwith the SEC on April  7,2006 |

|     |                                                                                                                        |
|-----|------------------------------------------------------------------------------------------------------------------------|
| (H) | Previously filed as anexhibit to the Registrant’s Current Report on Form 8-K filedwith the SEC on April  14,2006 |

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