Table of Contents

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UNITEDSTATES SECURITIES AND EXCHANGECOMMISSION

WASHINGTON, 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 endedJuly  1,2006

OR

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|  |   | Transition reportpursuant to Section 13 or 15(d) of the Securities Exchange Act of1934 |

        For the transition period from                                 to                                

CommissionFile Number 333-118086

AMES TRUE TEMPER,INC.

(Exact name of registrant as specified initscharter)

|                                                                                     |  |  |                                   |
|-------------------------------------------------------------------------------------|--|--|-----------------------------------|
| Delaware                                                                            |  |  | 22-2335400                        |
| (State or other jurisdiction ofincorporation or organization)                       |  |  | (I.R.S.EmployerIdentificationNo.) |
| 465 RailroadAvenue, Camp Hill, Pennsylvania (Address of principalexecutive offices) |  |  | 17011 (ZipCode)                   |
|                                                                                     |

(717)737-1500

(Registrant’s telephone number,including area code)

NOTAPPLICABLE

(Former name, former address andformer 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 90 days.

Yes             No

Indicate by check mark whether the Registrant isan accelerated filer (as defined in Rule 12b-2 of the ExchangeAct).

Yes             No

Indicate by check mark whether the Registrant isa shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes             No 

Asof August  15,  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                                                                                                                                     |  |  |   |
|                                                          |  |  | CondensedConsolidated Balance Sheets of ATT Holding Co. as of July1, 2006 (unaudited) and October 1,2005                                                |  |  | 1      |
|                                                          |  |  | CondensedConsolidated Statements of Operations of ATT Holding Co. for thethirteen-week periods ended July 1, 2006 and June25, 2005 –unaudited     |  |  | 2      |
|                                                          |  |  | Condensed ConsolidatedStatements of Operations of ATT Holding Co. for the thirty-nine weekperiods ended July 1, 2006 and June 25,2005 – unaudited |  |  | 3      |
|                                                          |  |  | CondensedConsolidated Statements of Cash Flows of ATT Holding Co. for thethirty-nine week periods ended July 1, 2006 andJune 25, 2005 –unaudited  |  |  | 4      |
|                                                          |  |  | Notes to CondensedConsolidated Financial Statements –unaudited                                                                                    |  |  | 5      |
| Item2.                                                        |  |  | Management's Discussion and Analysis of FinancialCondition and Results ofOperations                                                                     |  |  | 15     |
| Item3.                                                        |  |  | Quantitative and Qualitative Disclosures About MarketRisk                                                                                               |  |  | 22     |
| Item 4.                                                       |  |  | ControlsandProcedures                                                                                                                                   |  |  | 23     |
| PartII.    Other Information andSignature |  |  |                                                                                                                                                    |
| Item1.                                                        |  |  | LegalProceedings                                                                                                                                        |  |  | 24     |
| Item2.                                                        |  |  | Unregistered Sales of Equity Securities and Use ofProceeds                                                                                              |  |  | 24     |
| Item3.                                                        |  |  | Defaults Upon SeniorSecurities                                                                                                                          |  |  | 24     |
| Item4.                                                        |  |  | Submission of Matters to a Vote ofSecurity-Holders                                                                                                      |  |  | 24     |
| Item5.                                                        |  |  | OtherInformation                                                                                                                                        |  |  | 24     |
| Item6.                                                        |  |  | Exhibits                                                                                                                                                |  |  | 25     |
|                                                          |  |  | Signature                                                                                                                                               |  |  | 26     |
|                                                               |

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Table of Contents

Item1.    Financial Statements

ATT HoldingCo.Condensed Consolidated Balance Sheets(InThousands)

|                                                 |  |  |             |   |          |                |  |  |  |   |          |   |
|-------------------------------------------------|--|--|-------------|---|----------|----------------|--|--|--|---|----------|---|
|                                            |  |  | July1, 2006 |   |          | October 1,2005 |
|                                            |  |  | (unaudited) |   |          |           |
| Assets                                          |  |  |             |   |     |                |  |  |  |   |     |   |
| Currentassets:                                  |  |  |             |   |     |                |  |  |  |   |     |   |
| Cash and cashequivalents                        |  |  |             | $ | 4,625    |                |  |  |  | $ | 21,394   |   |
| Tradereceivables,net                            |  |  |             |   | 107,951  |                |  |  |  |   | 49,677   |   |
| Inventories                                     |  |  |             |   | 131,170  |                |  |  |  |   | 91,146   |   |
| Deferredincometaxes                             |  |  |             |   | 3,246    |                |  |  |  |   | 6,265    |   |
| Prepaidexpenses and other currentassets         |  |  |             |   | 8,040    |                |  |  |  |   | 6,472    |   |
| Totalcurrentassets                              |  |  |             |   | 255,032  |                |  |  |  |   | 174,954  |   |
| Property,plant and equipment,net                |  |  |             |   | 67,279   |                |  |  |  |   | 61,907   |   |
| Intangibles,net                                 |  |  |             |   | 84,833   |                |  |  |  |   | 81,129   |   |
| Goodwill                                        |  |  |             |   | 63,259   |                |  |  |  |   | 41,735   |   |
| Othernoncurrentassets                           |  |  |             |   | 18,225   |                |  |  |  |   | 15,300   |   |
| Totalassets                                     |  |  |             | $ | 488,628  |                |  |  |  | $ | 375,025  |   |
| Liabilitiesand stockholders’equity        |  |  |             |   |     |                |  |  |  |   |     |   |
| Currentliabilities:                             |  |  |             |   |     |                |  |  |  |   |     |   |
| Trade accountspayable                           |  |  |             | $ | 51,332   |                |  |  |  | $ | 34,697   |   |
| Accruedinterestpayable                          |  |  |             |   | 10,373   |                |  |  |  |   | 5,832    |   |
| Accruedexpenses and other currentliabilities    |  |  |             |   | 34,538   |                |  |  |  |   | 24,300   |   |
| Revolvingloan                                   |  |  |             |   | 73,310   |                |  |  |  |   | —  |   |
| Currentportion of long-termdebt                 |  |  |             |   | 524      |                |  |  |  |   | 515      |   |
| Totalcurrentliabilities                         |  |  |             |   | 170,077  |                |  |  |  |   | 65,344   |   |
| Deferredincome taxes                            |  |  |             |   | 16,540   |                |  |  |  |   | 20,297   |   |
| Long-termdebt                                   |  |  |             |   | 301,118  |                |  |  |  |   | 301,433  |   |
| Accruedretirementbenefits                       |  |  |             |   | 21,362   |                |  |  |  |   | 17,280   |   |
| Otherliabilities                                |  |  |             |   | 6,750    |                |  |  |  |   | 7,325    |   |
| Totalliabilities                                |  |  |             |   | 515,847  |                |  |  |  |   | 411,679  |   |
| Stockholders’deficit:                     |  |  |             |   |     |                |  |  |  |   |     |   |
| Preferredstock-SeriesA                          |  |  |             |   | —  |                |  |  |  |   | —  |   |
| Commonstock-ClassA                              |  |  |             |   | —  |                |  |  |  |   | —  |   |
| Commonstock-ClassB                              |  |  |             |   | —  |                |  |  |  |   | —  |   |
| Additionalpaid-incapital                        |  |  |             |   | 110,500  |                |  |  |  |   | 110,500  |   |
| Predecessorbasisadjustment                      |  |  |             |   | (13,539  | )              |  |  |  |   | (13,539  | ) |
| Retaineddeficit                                 |  |  |             |   | (127,496 | )              |  |  |  |   | (133,020 | ) |
| Accumulatedother comprehensive income(loss)     |  |  |             |   | 3,316    |                |  |  |  |   | (595     | ) |
|                                            |  |  |             |   |     |                |  |  |  |   |     |   |
| Totalstockholders’deficit                 |  |  |             |   | (27,219  | )              |  |  |  |   | (36,654  | ) |
| Totalliabilities and stockholders’deficit |  |  |             | $ | 488,628  |                |  |  |  | $ | 375,025  |   |
|                                                 |

Seeaccompanying notes.

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Table of Contents

ATT Holding Co.Condensed ConsolidatedStatements of Operations(InThousands)

|                                             |  |  |                                  |   |         |                                  |  |  |  |   |         |   |
|---------------------------------------------|--|--|----------------------------------|---|---------|----------------------------------|--|--|--|---|---------|---|
|                                        |  |  | Thirteenweeks ended July 1, 2006 |   |         | Thirteen weeks endedJune 25,2005 |
|                                        |  |  | (unaudited)                      |
| Netsales                                    |  |  |                                  | $ | 163,331 |                                  |  |  |  | $ | 144,780 |   |
| Cost ofgoodssold                            |  |  |                                  |   | 119,422 |                                  |  |  |  |   | 109,931 |   |
| Grossprofit                                 |  |  |                                  |   | 43,909  |                                  |  |  |  |   | 34,849  |   |
| Selling,general, and administrativeexpenses |  |  |                                  |   | 30,006  |                                  |  |  |  |   | 21,425  |   |
| Loss (gain)on disposal of fixedassets       |  |  |                                  |   | 6       |                                  |  |  |  |   | (59     | ) |
| Amortization ofintangibleassets             |  |  |                                  |   | 450     |                                  |  |  |  |   | 447     |   |
| Operatingincome                             |  |  |                                  |   | 13,447  |                                  |  |  |  |   | 13,036  |   |
| Interestexpense                             |  |  |                                  |   | 9,411   |                                  |  |  |  |   | 7,590   |   |
| Other (income)expense                       |  |  |                                  |   | (5,866  | )                                |  |  |  |   | 305     |   |
| Incomebefore incometaxes                    |  |  |                                  |   | 9,902   |                                  |  |  |  |   | 5,141   |   |
| Income taxexpense                           |  |  |                                  |   | 2,330   |                                  |  |  |  |   | 1,531   |   |
| Netincome                                   |  |  |                                  | $ | 7,572   |                                  |  |  |  | $ | 3,610   |   |
|                                             |

Seeaccompanying notes.

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Table of Contents

ATT Holding Co.Condensed ConsolidatedStatements of Operations(InThousands)

|                                             |  |  |                                    |   |         |                                    |  |  |  |   |         |   |
|---------------------------------------------|--|--|------------------------------------|---|---------|------------------------------------|--|--|--|---|---------|---|
|                                        |  |  | Thirty-nineweeksended July 1, 2006 |   |         | Thirty-nineweeks ended June25,2005 |
|                                        |  |  | (unaudited)                        |
| Netsales                                    |  |  |                                    | $ | 385,952 |                                    |  |  |  | $ | 360,632 |   |
| Cost ofgoodssold                            |  |  |                                    |   | 285,615 |                                    |  |  |  |   | 271,650 |   |
| Grossprofit                                 |  |  |                                    |   | 100,337 |                                    |  |  |  |   | 88,982  |   |
| Selling,general, and administrativeexpenses |  |  |                                    |   | 73,564  |                                    |  |  |  |   | 58,976  |   |
| Gain ondisposal of fixedassets              |  |  |                                    |   | (493    | )                                  |  |  |  |   | (104    | ) |
| Amortization ofintangibleassets             |  |  |                                    |   | 1,347   |                                    |  |  |  |   | 1,307   |   |
| Operatingincome                             |  |  |                                    |   | 25,919  |                                    |  |  |  |   | 28,803  |   |
| Interestexpense                             |  |  |                                    |   | 24,692  |                                    |  |  |  |   | 24,777  |   |
| Other (income)expense                       |  |  |                                    |   | (5,735  | )                                  |  |  |  |   | 83      |   |
| Incomebefore incometaxes                    |  |  |                                    |   | 6,962   |                                    |  |  |  |   | 3,943   |   |
| Income taxexpense                           |  |  |                                    |   | 1,438   |                                    |  |  |  |   | 1,211   |   |
| Netincome                                   |  |  |                                    | $ | 5,524   |                                    |  |  |  | $ | 2,732   |   |
|                                             |

Seeaccompanying notes.

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

|                                                                                                                                   |  |  |                                    |   |         |                                    |  |  |  |   |          |   |
|-----------------------------------------------------------------------------------------------------------------------------------|--|--|------------------------------------|---|---------|------------------------------------|--|--|--|---|----------|---|
|                                                                                                                              |  |  | Thirty-nineweeksended July 1, 2006 |   |         | Thirty-nineweeks ended June25,2005 |
|                                                                                                                              |  |  | (unaudited)                        |
| Operatingactivities                                                                                                               |  |  |                                    |   |    |                                    |  |  |  |   |     |   |
| Netincome                                                                                                                         |  |  |                                    | $ | 5,524   |                                    |  |  |  | $ | 2,732    |   |
| Adjustmentsto reconcile net income to net cash (used in) provided by operatingactivities, net of effects of exchange ratechanges: |  |  |                                    |   |    |                                    |  |  |  |   |     |   |
| Depreciationexpense                                                                                                               |  |  |                                    |   | 8,654   |                                    |  |  |  |   | 7,380    |   |
| Amortizationof intangibleassets                                                                                                   |  |  |                                    |   | 1,347   |                                    |  |  |  |   | 1,307    |   |
| Amortizationof loanfees                                                                                                           |  |  |                                    |   | 1,812   |                                    |  |  |  |   | 5,887    |   |
| Benefit fordeferredtaxes                                                                                                          |  |  |                                    |   | (4,511  | )                                  |  |  |  |   | (1,152   | ) |
| (Recoveryof)/Provision for bad debts,net                                                                                          |  |  |                                    |   | (56     | )                                  |  |  |  |   | 136      |   |
| Noncash interestexpense                                                                                                           |  |  |                                    |   | 196     |                                    |  |  |  |   | 264      |   |
| Amortizationof bond discount                                                                                                      |  |  |                                    |   | 80      |                                    |  |  |  |   | 49       |   |
| Gainon sale of fixedassets                                                                                                        |  |  |                                    |   | (493    | )                                  |  |  |  |   | (104     | ) |
| Changesin assets and liabilities, net of effects ofacquisitions:                                                                  |  |  |                                    |   |    |                                    |  |  |  |   |     |   |
| Accountsreceivable                                                                                                                |  |  |                                    |   | (41,125 | )                                  |  |  |  |   | (38,154  | ) |
| Inventories                                                                                                                       |  |  |                                    |   | (21,088 | )                                  |  |  |  |   | 11,810   |   |
| Prepaidexpenses and otherassets                                                                                                   |  |  |                                    |   | 1,821   |                                    |  |  |  |   | (1,668   | ) |
| Accountspayable                                                                                                                   |  |  |                                    |   | 10,470  |                                    |  |  |  |   | 9,260    |   |
| Accruedexpenses and otherliabilities                                                                                              |  |  |                                    |   | 10,267  |                                    |  |  |  |   | 6,249    |   |
| Netcash (used in) provided by operatingactivities                                                                                 |  |  |                                    |   | (27,102 | )                                  |  |  |  |   | 3,996    |   |
| Investingactivities                                                                                                               |  |  |                                    |   |    |                                    |  |  |  |   |     |   |
| Acquisitions ofbusinesses, net of cashreceived                                                                                    |  |  |                                    |   | (53,073 | )                                  |  |  |  |   | (225     | ) |
| Return ofcapital from jointventures                                                                                               |  |  |                                    |   | 100     |                                    |  |  |  |   | —  |   |
| Purchase offixedassets                                                                                                            |  |  |                                    |   | (10,873 | )                                  |  |  |  |   | (5,510   | ) |
| Proceedsfrom sale of fixedassets                                                                                                  |  |  |                                    |   | 1,962   |                                    |  |  |  |   | 517      |   |
| Netcash used in investingactivities                                                                                               |  |  |                                    |   | (61,884 | )                                  |  |  |  |   | (5,218   | ) |
| Financingactivities                                                                                                               |  |  |                                    |   |    |                                    |  |  |  |   |     |   |
| Repayments oflong-termdebt                                                                                                        |  |  |                                    |   | (386    | )                                  |  |  |  |   | (140,000 | ) |
| Borrowings onlong-termdebt                                                                                                        |  |  |                                    |   | — |                                    |  |  |  |   | 149,250  |   |
| Borrowings(payments) on revolver,net                                                                                              |  |  |                                    |   | 73,310  |                                    |  |  |  |   | (3,400   | ) |
| Debt issuancecosts                                                                                                                |  |  |                                    |   | (1,211  | )                                  |  |  |  |   | (4,454   | ) |
| Netcash provided by financingactivities                                                                                           |  |  |                                    |   | 71,713  |                                    |  |  |  |   | 1,396    |   |
| Effect ofexchange rate changes oncash                                                                                             |  |  |                                    |   | 504     |                                    |  |  |  |   | 70       |   |
| Changein cash and cashequivalents                                                                                                 |  |  |                                    |   | (16,769 | )                                  |  |  |  |   | 244      |   |
| Cash andcash equivalents at beginning ofperiod                                                                                    |  |  |                                    |   | 21,394  |                                    |  |  |  |   | 1,250    |   |
| Cashand cash equivalents at end ofperiod                                                                                          |  |  |                                    | $ | 4,625   |                                    |  |  |  | $ | 1,494    |   |
|                                                                                                                                   |

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 thirty-nine week periods endedJuly  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 July  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.’’

The preparation offinancial statements in conformity with accounting principles generallyaccepted in the United States requires management to make estimates andassumptions that affect the amounts reported in the financialstatements and accompanying notes. Actual results could differ fromthose estimates.

2.     Recent AccountingPronouncements

In July  2006, the Financial AccountingStandards Board (FASB) issued FASB Interpretation No. 48,‘‘Accounting for Uncertainty in Income Taxes, aninterpretation of FASB Statement No. 109,’’ (FIN 48). FIN48 prescribes a recognition threshold and measurement attribute for thefinancial statement recognition and measurement of a tax position takenor expected to be taken in a tax return. FIN 48 is effective for fiscalyears beginning after December  15,  2006. The Company iscurrently evaluating what effect, if any, adoption of FIN 48 will haveon the Company’s consolidated financialstatements.

3.     Acquisitions and PurchaseAccounting

Acquisition of Predecessor

On June 28,2004, the Company completed the sale of all outstanding common andpreferred stock of the Predecessor to affiliates of Castle Harlan,Inc., a private equity group. CHATT Holdings Inc., the‘‘buyer’’, and CHATT Holdings LLC, the‘‘buyer parent’’, were created to make theacquisition of the Company. Approximately 87% of the equityinterests of the buyer parent are owned by affiliates of Castle Harlan,and the remainder was issued to members of our management who heldcapital stock in the Predecessor, in lieu of cash consideration thatthey otherwise would have been entitled to receive in the acquisition.In addition, certain members of management that did not hold equity inthe Predecessor purchased an equity interest in the buyer parent forcash.

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

The acquisition of the Predecessor wasaccounted for as a purchase in accordance with Statement of FinancialAccounting Standards (SFAS) No. 141, BusinessCombinations, and Emerging Issues Task Force (EITF) Issue No.88-16, Basis in Leveraged Buyout Transactions. As such, theacquired assets and assumed liabilities have been recorded at fairmarket value for the interests acquired and estimates of assumedliabilities by new investors and at the carryover basis for continuinginvestors. The acquired assets and assumed liabilities were assignednew book values in the same proportion as the residual interests of thecontinuing investors and the new interests acquired by the newinvestors. Under EITF 88-16, the Company was revalued at the mergerdate to the fair value to the extent of the majoritystockholder’s approximately 87% controlling interest inthe Company. The remaining approximately 13% is accounted for atthe continuing stockholders’ carryover basis in the Company. Anadjustment of $13,539 to record this effect is included as a reductionof stockholders’ equity under the caption‘‘Predecessor basis adjustment.’’ Theexcess of the purchase price over the historical basis of the netassets acquired has been applied to adjust net assets to their fairvalues to the extent of the majority stockholder’s approximately87% ownership.

Acquisitions Made by the Company

OnApril  7,  2006, Ames True Temper, Inc.(‘‘ATT’’), a direct wholly-owned subsidiaryof the Company, 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 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 cash consideration paid by ATT on the day ofthe transaction was approximately $44,100, excluding closing expensesof approximately $3,600.

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. Thetransaction was consummated simultaneously with the execution of anAsset Purchase Agreement (the ‘‘Asset PurchaseAgreement’’) among HDAC, Hound Dog and the shareholdersof Hound Dog. The cash consideration paid by HDAC for the purchasedassets and properties on the day of the transaction was approximately$5,200.

These businesses were acquired to expand theCompany’s product lines. The operating results of the acquiredcompanies have been included in the accompanying consolidatedstatements of operations from the respective dates ofacquisition.

The acquisitions of Acorn and Hound Dog are beingaccounted for as purchases in accordance with SFAS No. 141,Business Combinations. The financial statements as ofJuly  1,  2006 reflect a preliminary allocation of thepurchase price based upon available information and are subject tofurther refinement. The Company expects any refinements to occur in itsfourth quarter of fiscal 2006 and relates primarily to the finalizationof the independent third party appraisal for fixed and intangibleassets. The Company adjusted inventory by approximately $825 to writeup the acquired inventory to its estimated selling price less the costsof disposal and profit allowance for the selling effort of the Company.This resulted in an increase in cost of goods sold of approximately$825 during the period ended July  1,  2006. This amountrepresents the manufacturing profits acquired. The Hound Dogacquisition is subject to purchase price adjustments that arecontingent upon the achievement of certain financial goals. Anycontingent payment realized will be added to the cost of theacquisitions 

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

in excess of the fair value of the net assetsacquired. The following represents the preliminary allocation ofpurchase price for the Acorn and Hound Dogacquisitions:

|                                                                                        |  |  |  |   |         |   |
|----------------------------------------------------------------------------------------|--|--|--|---|---------|---|
| Revolverdebt used for purchase price including acquisition costs, net of cashacquired  |  |  |  | $ | 53,073  |   |
| Other liabilitiesassumed                                                               |  |  |  |   | 18,808  |   |
| Fair value of assetsacquired, primarily accounts receivable, inventory and fixedassets |  |  |  |   | (44,935 | ) |
| Identified intangibleassets, primarily tradenames andpatents                           |  |  |  |   | (4,750  | ) |
| Cost inexcess of fair value of net assets acquired(goodwill)                           |  |  |  | $ | 22,196  |   |
|                                                                                        |

4.    Restructuring

Acquisition of Predecessor

At the date ofthe acquisition of the Predecessor, the Company recorded a reserve of$4,782 associated with certain plant closures and reductions inworkforce as part of a plant consolidation plan. Additionally, theCompany recorded a reserve of $4,795 related to a change in thebusiness strategy for the garden hose product line for a minimumpurchase commitment for a component that would no longer be used in themanufacturing of garden hose products marketed by the Company in theU.S. The Company appropriately met the conditions as outlined in theEmerging Issues Task Force Issue No. 95-3, Recognition ofLiabilities in Connection with Purchase Business Combinations(‘‘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 July  1,  2006, theCompany reduced the restructuring reserve based on actual costscompared to the original or revised cost estimates.

AtJuly  1,  2006, the remaining restructuring reserves of$3,911 were included in accrued expenses and other current liabilitiesand related to portions of the exit plans that are not yet completed.Changes to the restructuring reserves are as follows:

|                                |  |  |  |   |        |   |
|--------------------------------|--|--|--|---|--------|---|
| Balanceas of October  1,2005   |  |  |  | $ | 6,840  |   |
| Accretion ofInterest           |  |  |  |   | 189    |   |
| Purchase AccountingAdjustments |  |  |  |   | (741   | ) |
| Payments                       |  |  |  |   | (2,377 | ) |
| Balanceas of July  1,2006      |  |  |  | $ | 3,911  |   |
|                                |

Acquisitionof Acorn

At date of acquisition, the Company recorded a reserveof $1,547 associated with certain facility closures and reductions inworkforce as part of a facility consolidation plan. The Companyappropriately met the conditions as outlined in EITF 95-3 to recordsuch charges as liabilities in a purchase accounting combination. Thisplan was executed beginning in the third quarter of fiscal 2006 and isexpected to be completed in fiscal 2007. As the Company refines theplan by completing the identification of impaired assets located atfacilities to be closed and obtains additional information regardingcosts to close certain facilities, adjustments may be made to therestructuring reserves. This restructuring reserve was included inaccrued expenses and other current liabilities and related to portionsof the exit plan that have not yet been completed. In addition, certainemployees were given retention packages totaling approximately $2,987to transition their current roles over 4-12 months. 

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

These costs are being recognized over theretention period and have not been included in the purchase price or asa reduction to the net assets acquired. For the thirteen weeks endedJuly  1,  2006, the Company’s operating resultsreflect a charge of $1,218 related to the recognition to theseretention packages. We expect payments for these retention packages tobegin in the Company’s fourth quarter of fiscal 2006 and carryinto fiscal 2007.

The following unaudited pro forma financialinformation reflects the results of operations as if the acquisition ofAcorn had occurred as of the beginning of the periods being presented.Pro forma adjustments include only the effects of events directlyattributed to the transaction that are factually supportable andexpected to have a continuing impact. The pro forma data reflected inthe table below includes adjustments to conform the acquiredbusiness’ accounting policies to the Company’s accountingpolicies, and interest expense on the acquisition debt and the relatedincome tax effects.

|                                  |         |  |                                   |  |  |           |       |  |           |  |  |   |         |  |  |  |  |   |       |  |
|----------------------------------|---------|--|-----------------------------------|--|--|-----------|-------|--|-----------|--|--|---|---------|--|--|--|--|---|-------|--|
| Thirteenweeks ended July 1, 2006 |         |  | Thirteen weeks endedJune 25, 2005 |
| NetSales                         |         |  | Net Income                        |  |  | Net Sales |       |  | NetIncome |
| $                                | 164,497 |  |                                   |  |  | $         | 7,545 |  |           |  |  | $ | 168,845 |  |  |  |  | $ | 3,660 |  |
|                                  |

|                                     |         |  |                                      |  |  |           |       |  |           |  |  |   |         |  |  |  |  |   |       |  |
|-------------------------------------|---------|--|--------------------------------------|--|--|-----------|-------|--|-----------|--|--|---|---------|--|--|--|--|---|-------|--|
| Thirty-nineweeks ended July 1, 2006 |         |  | Thirty-nine weeksended June 25, 2005 |
| NetSales                            |         |  | Net Income                           |  |  | Net Sales |       |  | NetIncome |
| $                                   | 424,999 |  |                                      |  |  | $         | 2,607 |  |           |  |  | $ | 429,076 |  |  |  |  | $ | 1,800 |  |
|                                     |

Theunaudited pro forma financial information does not necessarily reflectthe operating results that would have occurred had the acquisition beenconsummated as of the above date, nor is such information indicative offuture operating results. Pro-forma information, reflecting the resultsof operations of Hound Dog, is not provided as this acquisition did notmaterially impact the Company’s results ofoperations.

5.     Other Comprehensive Income(Loss)

|                                           |
|-------------------------------------------|
|                                           |  |  |  |  |  |  |  |  |  |  |  |  |
|                                      |  |  | Thirteenweeks ended July 1, 2006 |  |  | Thirteen weeks endedJune 25, 2005 |
| Netincome                                 |  |  |  | $ | 7,572 |  |  |  |  | $ | 3,610 |  |
| Othercomprehensive income(loss):          |  |  |  |  |   |  |  |  |  |  |   |  |
| Currencytranslationadjustment             |  |  |  |  | 1,950 |  |  |  |  |  | (877 | ) |
| Fairvalue adjustments of swaps, net oftax |  |  |  |  | 650 |  |  |  |  |  | (1,991 | ) |
| Comprehensiveincome                       |  |  |  | $ | 10,172 |  |  |  |  | $ | 742 |  |
|                                      |  |  | Thirty-nineweeks ended July  1,2006 |  |  | Thirty-nineweeks ended June  25,  2005 |
| Netincome                                 |  |  |  | $ | 5,524 |  |  |  |  | $ | 2,732 |  |
| Othercomprehensive income(loss):          |  |  |  |  |   |  |  |  |  |  |   |  |
| Currencytranslationadjustment             |  |  |  |  | 1,817 |  |  |  |  |  | 1,620 |  |
| Fairvalue adjustments of swaps, net oftax |  |  |  |  | 2,094 |  |  |  |  |  | (786 | ) |
| Comprehensiveincome                       |  |  |  | $ | 9,435 |  |  |  |  | $ | 3,566 |  |
|                                           |

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

6.     Goodwill and OtherIntangibles

In accordance with SFAS No. 142, Goodwilland Other Intangible Assets, the Company is required to testgoodwill and indefinite lived intangible assets for impairment on atleast an annual basis. There can be no assurance that future impairmenttests will not result in a charge to earnings. There were revisions togoodwill during the thirty-nine week period ended July  1,2006, the majority of which is the refinement of the cost estimatesrelating to the restructuring reserve that was established at the timeof the acquisition of the Predecessor. In addition, goodwill has beenincreased by $22,196 to reflect the amount the purchase price of Acornand Hound Dog exceeded the fair value of assets acquired andliabilities assumed.

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 $450and $1,347 for the thirteen and thirty-nine weeks ended July1,  2006, respectively. The estimated aggregate amortizationexpense for each of the succeeding periods is as follows: $530 for theremainder of fiscal 2006; $1,560 in fiscal 2007; $1,390 in fiscal 2008;$1,260 in fiscal 2009; $1,170 in fiscal 2010 and $4,440thereafter.

The changes in the carrying amount of goodwill forthe thirty-nine week period ended July  1,  2006 are asfollows:

|                                                        |  |  |  |   |        |   |
|--------------------------------------------------------|--|--|--|---|--------|---|
| Goodwillat October  1,2005                             |  |  |  | $ | 41,735 |   |
| Revision of purchase priceallocation                   |  |  |  |   | (1,230 | ) |
| Goodwill generated fromAcorn and Hound Dogacquisitions |  |  |  |   | 22,196 |   |
| Currency translationadjustments                        |  |  |  |   | 558    |   |
| Goodwillat July  1,2006                                |  |  |  | $ | 63,259 |   |
|                                                        |

Thefollowing table reflects the components of intangible assets other thangoodwill:

|                                   |
|-----------------------------------|
|                                   |  |  |  |  |  |  |  |  |  |  |  |  |
|                              |  |  | July1, 2006 |  |  | October 1, 2005 |
| Finitelived intangibleassets:     |  |  |  |  |   |  |  |  |  |  |   |  |
| Technology(patents)               |  |  |  | $ | 1,359 |  |  |  |  | $ | 984 |  |
| Non-competeagreements             |  |  |  |  | 894 |  |  |  |  |  | 887 |  |
| Customerrelationships             |  |  |  |  | 11,675 |  |  |  |  |  | 11,317 |  |
|                              |  |  |  |  | 13,928 |  |  |  |  |  | 13,188 |  |
| Accumulatedamortization:          |  |  |  |  |   |  |  |  |  |  |   |  |
| Technology(patents)               |  |  |  |  | (536 | ) |  |  |  |  | (336 | ) |
| Non-competeagreements             |  |  |  |  | (790 | ) |  |  |  |  | (493 | ) |
| Customerrelationships             |  |  |  |  | (2,252 | ) |  |  |  |  | (1,402 | ) |
|                              |  |  |  |  | (3,578 | ) |  |  |  |  | (2,231 | ) |
| Netfinite lived intangibleassets  |  |  |  |  | 10,350 |  |  |  |  |  | 10,957 |  |
| Indefinitelived intangibleassets: |  |  |  |  |   |  |  |  |  |  |   |  |
| Tradenames                        |  |  |  |  | 74,483 |  |  |  |  |  | 70,172 |  |
| TotalIntangibles,net              |  |  |  | $ | 84,833 |  |  |  |  | $ | 81,129 |  |
|                                   |

Theabove amounts include identified intangible assets related to the Acornand Hound Dog acquisitions and are subject to further refinement asdiscussed in Note 3.

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

7.     Inventories

Inventoriesare asfollows:

|                       |  |  |             |   |         |                 |  |  |  |   |        |   |
|-----------------------|--|--|-------------|---|---------|-----------------|--|--|--|---|--------|---|
|                  |  |  | July1, 2006 |   |         | October 1, 2005 |
| Finishedgoods         |  |  |             | $ | 86,836  |                 |  |  |  | $ | 59,671 |   |
| Work inprocess        |  |  |             |   | 20,035  |                 |  |  |  |   | 15,613 |   |
| Rawmaterials          |  |  |             |   | 31,311  |                 |  |  |  |   | 22,908 |   |
|                  |  |  |             |   | 138,182 |                 |  |  |  |   | 98,192 |   |
| Lessinventoryreserves |  |  |             |   | (7,012  | )               |  |  |  |   | (7,046 | ) |
|                  |  |  |             | $ | 131,170 |                 |  |  |  | $ | 91,146 |   |
|                       |

8.    Debt Arrangements

On June 28, 2004, in conjunction withthe acquisition of the Predecessor, ATT entered into a $215,000 SeniorSecured Credit Facility ($75,000 revolving credit facility and $140,000Term Loan B) and issued $150,000 of Senior Subordinated Notes in orderto finance the acquisition, repay the Predecessor’s outstandingdebt and pay related fees and expenses. The Senior Secured CreditFacility is guaranteed by the Company and each of its existing andfuture direct and indirect subsidiaries, other than any subsidiary thatis a ‘‘controlled foreign corporation’’under Section 957 of the Internal Revenue Code. The Company and each ofthe other 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 9.07%at July  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 ATT’s subsidiaries, including tradepayables.

On January  14,  2005, simultaneously withthe completion of the offering of the Notes referred to above, ATTentered into an amendment (‘‘AmendmentNo.1’’) to the terms of the Senior Secured 

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

Credit Facility. As amended, availabilityunder the Senior Secured Credit Facility was restricted to the lesserof $75,000 and the borrowing-base amount, which was equal to (a)85% of the amount of eligible receivables, plus (b) the lower of(i) 55% of the cost or fair market value of eligible inventoryand (ii) if an inventory appraisal has been performed, 80% ofthe orderly liquidation value of Ames True Temper, Inc.'sinventory, 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. On December  1,  2005,the Company entered into Amendment No. 2 to the terms of the SeniorSecured Credit Facility, which temporarily changed certain financialcovenants for the Company’s fiscal 2006 performance. The SeniorSecured Credit Facility was amended and restated on April7,  2006 as described below.

On July  19,2005, the Company entered into a $2,700 Term Note, Loan and SecurityAgreement and Subordination Agreement with a Lender. This note ispayable in monthly installments over five years. The interest rate perannum is equal to 2.5% and secured by certain collateral, whichwas agreed to by the Administrative Agent of the Senior Secured CreditFacility. Under the terms of this note, the Company is required tocreate 108 jobs at the new manufacturing facility in Pennsylvaniawithin three years of the completion of the facility. The Term Notecontains customary events of default (subject to customary exceptions,thresholds and grace periods), including, without limitation:nonpayment of principal, interest, fees and failure to perform orobserve certain covenants. As of July  1,  2006 the Companywas in compliance with these covenants.

On April  7,2006, in conjunction with the acquisition of Acorn, ATT entered into anamended and restated Senior Secured Credit Agreement with Bank ofAmerica, N.A., as administrative agent, swing line lender and letter ofcredit issuer, Acorn, Union, and Ames True Temper Properties, Inc.(‘‘ATTP’’); together with ATT (the‘‘Borrowers’’), the Company, as guarantor,and each lender from time to time thereto (the ‘‘CreditAgreement’’). The Credit Agreement amends and restatesATT’s existing credit facility with, among others, Bank ofAmerica, N.A. Pursuant to the Credit Agreement, the lenders madeavailable a five-year revolving credit facility of up to $130,000 inorder to finance the acquisition of Acorn, pay fees and expensesassociated with the acquisition, repay outstanding debt and provide forongoing working capital.

In connection with the issuance of theSenior Floating Rate 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 SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities, asamended by SFAS No. 138, Accounting for Certain DerivativeInstruments and Certain Hedging Activities and SFAS No. 149,Amendment of Statement 133 on Derivative Instruments and HedgingActivities (collectively, ‘‘SFAS133’’).  SFAS 133 establishes accounting andreporting standards for derivative instruments and hedging activities. SFAS 133 requires that all derivatives be recognized as eitherassets or liabilities at fair value.  As of July1,  2006, the interest rate swaps were recorded as an asset of$4,486. The 

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Company has accounted for the swaps as cashflow hedges and has recorded changes in fair value of $2,781 inaccumulated other comprehensive income, net of deferred taxes of$1,705.

Borrowings outstanding under the revolving creditfacility as of July  1,  2006 and October  1,2005 were $73,310 and $0, respectively. The Company had letters ofcredit outstanding totaling $2,410 and $1,410 as of July1,  2006 and October  1,  2005, respectively. Thetotal amount available under the revolving credit facility atJuly  1,  2006 and October  1,  2005 was$54,280 and $73,008, respectively. The interest rate for base rateloans under the revolving credit facility is calculated as the higherof 1) the prevailing Federal Funds rate plus 50 basis points or 2) theadministrative agents prime interest rate plus an applicable ratedetermined by the Company’s consolidated leverage ratio asdefined in the Credit Agreement. The interest rate for base rate loansunder the revolving credit facility was 9.25% at July1,  2006.

Total indebtedness is asfollows:

|                                         |  |  |             |   |         |                 |  |  |  |   |         |   |
|-----------------------------------------|--|--|-------------|---|---------|-----------------|--|--|--|---|---------|---|
|                                    |  |  | July1, 2006 |   |         | October 1, 2005 |
| SeniorSecured CreditFacility:           |  |  |             |   |    |                 |  |  |  |   |    |   |
| Revolving loanfacility, expires2011     |  |  |             | $ | 73,310  |                 |  |  |  | $ | — |   |
| Term Note,due 2010                      |  |  |             |   | 2,232   |                 |  |  |  |   | 2,618   |   |
| Senior FloatingRate Notes, due2012      |  |  |             |   | 150,000 |                 |  |  |  |   | 150,000 |   |
| 10%Senior Subordinated Notes, due2012   |  |  |             |   | 150,000 |                 |  |  |  |   | 150,000 |   |
| Totaldebt                               |  |  |             |   | 375,542 |                 |  |  |  |   | 302,618 |   |
| Less short-termrevolving loanfacilities |  |  |             |   | (73,310 | )               |  |  |  |   | — |   |
| Lessunaccreteddiscount                  |  |  |             |   | (590    | )               |  |  |  |   | (670    | ) |
| Current portionof long-termdebt         |  |  |             |   | (524    | )               |  |  |  |   | (515    | ) |
| Long-termdebt                           |  |  |             | $ | 301,118 |                 |  |  |  | $ | 301,433 |   |
|                                         |

TheCredit Agreement and the Senior Subordinated Notes contain variousaffirmative and negative covenants customary for similar creditfacilities (subject to customary exceptions and certain existingobligations 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 Credit Agreement and term note requires that theCompany meet certain financial covenants. Capital expenditures aresubject to fiscal year limitations of $19,125 in 2006, $16,125 in 2007and $15,000 thereafter. In the event the Company triggers Cash Dominionas defined in the Credit Agreement, the Company is required to maintaina minimum consolidated EBITDA of $41,000 for any period of fourquarters ending on the last day of any fiscal quarter. As ofJuly  1,  2006, the Company was in compliance with allapplicable debt covenants.

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

9.     Pension and Other PostretirementBenefits

|                                      |  |  |                     |   |         |                     |  |  |            |   |        |              |  |  |  |   |         |  |  |  |  |   |         |  |
|--------------------------------------|--|--|---------------------|---|---------|---------------------|--|--|------------|---|--------|--------------|--|--|--|---|---------|--|--|--|--|---|---------|--|
|                                 |  |  | PensionBenefits     |   |         | OtherBenefits       |
|                                 |  |  | Thirteenweeks ended |   |         | Thirteen weeksended |
|                                 |  |  | July1,2006          |   |         | June 25,2005        |  |  | July1,2006 |   |        | June 25,2005 |
| ServiceCost                          |  |  |                     | $ | 923     |                     |  |  |            | $ | 827    |              |  |  |  | $ | 1       |  |  |  |  | $ | 6       |  |
| InterestCost                         |  |  |                     |   | 2,009   |                     |  |  |            |   | 1,604  |              |  |  |  |   | 39      |  |  |  |  |   | 37      |  |
| Expectedreturn on planassets         |  |  |                     |   | (2,871  | )                   |  |  |            |   | (2,460 | )            |  |  |  |   | — |  |  |  |  |   | — |  |
| Amortizationof prior servicecost     |  |  |                     |   | — |                     |  |  |            |   | 1      |              |  |  |  |   | — |  |  |  |  |   | — |  |
| Amortizationof unrecognized net loss |  |  |                     |   | 128     |                     |  |  |            |   | 66     |              |  |  |  |   | — |  |  |  |  |   | — |  |
| Netperiodic benefit cost             |  |  |                     | $ | 189     |                     |  |  |            | $ | 38     |              |  |  |  | $ | 40      |  |  |  |  | $ | 43      |  |
|                                      |

|                                      |  |  |                        |   |         |                        |  |  |             |   |        |             |  |  |  |   |         |  |  |  |  |   |         |  |
|--------------------------------------|--|--|------------------------|---|---------|------------------------|--|--|-------------|---|--------|-------------|--|--|--|---|---------|--|--|--|--|---|---------|--|
|                                 |  |  | PensionBenefits        |   |         | OtherBenefits          |
|                                 |  |  | Thirty-nineweeks ended |   |         | Thirty-nine weeksended |
|                                 |  |  | July 1,2006            |   |         | June 25,2005           |  |  | July 1,2006 |   |        | June25,2005 |
| ServiceCost                          |  |  |                        | $ | 2,700   |                        |  |  |             | $ | 2,486  |             |  |  |  | $ | 2       |  |  |  |  | $ | 18      |  |
| InterestCost                         |  |  |                        |   | 5,315   |                        |  |  |             |   | 4,818  |             |  |  |  |   | 111     |  |  |  |  |   | 111     |  |
| Expectedreturn on planassets         |  |  |                        |   | (7,710  | )                      |  |  |             |   | (7,392 | )           |  |  |  |   | — |  |  |  |  |   | — |  |
| Amortizationof prior servicecost     |  |  |                        |   | — |                        |  |  |             |   | 3      |             |  |  |  |   | — |  |  |  |  |   | — |  |
| Amortizationof unrecognized net loss |  |  |                        |   | 384     |                        |  |  |             |   | 201    |             |  |  |  |   | — |  |  |  |  |   | — |  |
| Netperiodic benefit cost             |  |  |                        | $ | 689     |                        |  |  |             | $ | 116    |             |  |  |  | $ | 113     |  |  |  |  | $ | 129     |  |
|                                      |

EmployerContributions

During the thirteen-week periods endedJuly  1,  2006 and June  25,  2005, the Companycontributed $280 and $22, respectively, to its defined benefit pensionplans. During the thirty-nine week periods ended July  1,2006 and June  25,  2005, the Company contributed $373 and$73, respectively, to its defined benefit pension plans.

Duringthe thirteen-week periods ended July  1,  2006 andJune  25,  2005, the Company contributed $34 and $89,respectively, to its post-retirement benefit plan. During thethirty-nine week periods ended July  1,  2006 andJune  25,  2005, the Company contributed $119 and $237,respectively, to its post-retirement benefit plans.

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10.    Segment Information

TheCompany has operations in the United States, Europe and Canada. Thefollowing is a summary by geographicregion:

|              |  |  |                                    |   |         |                                     |  |  |          |   |       |                                   |  |  |  |   |         |  |  |  |  |   |        |   |
|--------------|--|--|------------------------------------|---|---------|-------------------------------------|--|--|----------|---|-------|-----------------------------------|--|--|--|---|---------|--|--|--|--|---|--------|---|
|         |  |  | Thirteenweeks ended July 1, 2006   |   |         | Thirteen weeks endedJune 25, 2005   |
|         |  |  | NetSales                           |   |         | Earnings BeforeIncome Taxes         |  |  | NetSales |   |       | Earnings BeforeIncomeTaxes        |
| UnitedStates |  |  |                                    | $ | 140,483 |                                     |  |  |          | $ | 7,190 |                                   |  |  |  | $ | 126,840 |  |  |  |  | $ | 3,661  |   |
| Europe       |  |  |                                    |   | 1,973   |                                     |  |  |          |   | 44    |                                   |  |  |  |   | 1,879   |  |  |  |  |   | 49     |   |
| Canada       |  |  |                                    |   | 20,875  |                                     |  |  |          |   | 2,668 |                                   |  |  |  |   | 16,061  |  |  |  |  |   | 1,431  |   |
| Total        |  |  |                                    | $ | 163,331 |                                     |  |  |          | $ | 9,902 |                                   |  |  |  | $ | 144,780 |  |  |  |  | $ | 5,141  |   |
|         |  |  | Thirty-nineweeks endedJuly  1,2006 |   |         | Thirty-nineweeks endedJune  25,2005 |
|         |  |  | NetSales                           |   |         | (Loss)Earnings Before IncomeTaxes   |  |  | NetSales |   |       | (Loss)EarningsBefore Income Taxes |
| UnitedStates |  |  |                                    | $ | 324,524 |                                     |  |  |          | $ | (673  | )                                 |  |  |  | $ | 307,478 |  |  |  |  | $ | (1,980 | ) |
| Europe       |  |  |                                    |   | 4,927   |                                     |  |  |          |   | 16    |                                   |  |  |  |   | 5,086   |  |  |  |  |   | 65     |   |
| Canada       |  |  |                                    |   | 56,501  |                                     |  |  |          |   | 7,619 |                                   |  |  |  |   | 48,068  |  |  |  |  |   | 5,858  |   |
| Total        |  |  |                                    | $ | 385,952 |                                     |  |  |          | $ | 6,962 |                                   |  |  |  | $ | 360,632 |  |  |  |  | $ | 3,943  |   |
|              |

|              |  |  |                    |   |         |                 |  |  |  |   |         |  |
|--------------|--|--|--------------------|---|---------|-----------------|--|--|--|---|---------|--|
|         |  |  | IdentifiableAssets |
|         |  |  | July 1,2006        |   |         | October 1, 2005 |
| UnitedStates |  |  |                    | $ | 430,596 |                 |  |  |  | $ | 323,666 |  |
| Europe       |  |  |                    |   | 6,489   |                 |  |  |  |   | 5,868   |  |
| Canada       |  |  |                    |   | 51,543  |                 |  |  |  |   | 45,491  |  |
| Total        |  |  |                    | $ | 488,628 |                 |  |  |  | $ | 375,025 |  |
|              |

11.    OtherIncome

On May  15,  2006, the Company entered into aSettlement and Release Agreement (the‘‘Agreement’’) with Jacuzzi Brands, Inc(‘‘Jacuzzi’’). Under the terms of theAgreement, Jacuzzi paid to the Company $6,165 as settlement payment anddismissed the court actions against all defendants related to theacquisition of the Company by affiliates of Castle Harlan, Inc. Inreturn, the Company agreed to release Jacuzzi from any damages relatedto any environmental indemnities or wheelbarrow claims. A portion ofthe settlement payment in the amount of $578 offset the recording ofadditional environmental liabilities as a result of the release of theenvironmental indemnities. The remaining balance of the settlement,$5,587, was recorded as other income during the period endedJuly  1,  2006.

.

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Item2.    Management’s Discussion and Analysis of FinancialCondition and Results of Operations

The followingdiscussion relates to the consolidated financial performance andresults 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 12 distinct product lines with over5,300 active SKUs: long handle tools, wheelbarrows, decorativeaccessories, garden hoses, hose reels, lawn carts, decorative planters,pruning tools, repair handles, snow tools, striking tools and specialtybackyard tools. We sell our products primarily in the U.S. and Canadathrough (1) retail centers, including home centers and massmerchandisers, (2) wholesale chains, including hardware stores andgarden centers, and (3) industrial distributors.

In June2004, affiliates of Castle Harlan, Inc., a New York-basedprivate-equity investment firm, together with certain of our employees,completed the acquisition of our company from Wind Point Partners. Inorder to acquire our company, CHATT Holdings Inc., ‘‘thebuyer’’, and CHATT Holdings LLC, ‘‘thebuyer parent’’, were formed. Upon completion of theacquisition, affiliates of Castle Harlan, Inc. (Castle Harlan PartnersIV, L.P., or CHP IV, and affiliates) owned approximately 87% ofthe buyer parent and management owned approximately 13%. Inorder to finance the acquisition, repay our outstanding debt and payrelated fees and expenses:

|  |           |                                                                                                                                                                                                                       |
|--|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | we entered into a$215.0  million senior credit facility consisting of a$75.0  million revolving credit facility and a $140.0million term loan, as described 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 

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corporation and wholly-owned subsidiary ofATT (‘‘Merger Sub’’). Pursuant to the AcornMerger Agreement, we acquired all of the issued and outstanding capitalstock of Acorn through the merger of Merger Sub with and into Acorn,with Acorn surviving as a wholly-owned subsidiary (the‘‘Acorn Merger’’). The Acorn Merger wasconsummated 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 anamended and restated senior secured credit agreement with Bank ofAmerica, N.A., as administrative agent, swing line lender and letter ofcredit 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 — Debtand Other Obligations’’ for additional information aboutthe Credit Agreement.

Results of Operations

Thirteenweeks ended July  1,  2006 compared to thirteen weeks endedJune  25,  2005

Net Sales.    Netsales for the thirteen-week period ended July  1,  2006increased $18.5  million to $163.3  million compared to$144.8  million for the thirteen weeks ended June25,  2005. Overall net sales increased primarily from theincremental volume associated with the acquisition of Acorn and HoundDog and increases in sales prices, partially offset by increasedcustomer program expenses.

Gross Profit.    Grossprofit for the thirteen weeks ended July  1,  2006increased $9.1  million to $43.9  million from $34.8million for the thirteen weeks ended June  25,  2005. Thisincrease was due primarily to additional volume associated with theacquisition of Acorn and Hound Dog, favorable product mix, efficienciesgained at the Company’s new manufacturing plant and decreasedsteel costs, partially offset by higher resin costs. Gross profit as apercentage of net sales increased to 26.9% from 24.1%during this period.

Selling, General and Administrative(‘‘SG&A’’)Expenses.    SG&A expenses for the thirteen weeks endedJuly  1,  2006 increased $8.6  million to$30.0  million from $21.4  million for the thirteen weeksended June  25,  2005. The increase relates primarily tothe incremental cost structure associated with Acorn and Hound Dog,provisions for retention costs and increased professional service andcompensation expenses.

Amortization of IntangibleAssets.    During the thirteen weeks ended July1,  2006, we recorded $0.4  million in amortizationexpense, as compared to $0.4  million during the thirteen-weekperiod ended June  25,  2005.

InterestExpense.    Interest expense for the thirteen weeks endedJuly  1,  2006 increased $1.8  million to $9.4million from $7.6  million during the thirteen weeks endedJune  25,  2005. The increase relates primarily to higherdebt balances associated with the Acorn and Hound Dog acquisitions andhigher average interest rates.

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Income Tax Expense.    Incometax expense for the thirteen weeks ended July  1,  2006 was$2.3  million, or approximately 23.5% of income beforetaxes. Income tax expense for the thirteen weeks ended June25,  2005 was $1.5  million or approximately 29.8%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 and the adjustment of the Company’sstate tax liability in conjunction with the completion of certain statetax audits. Deferred income taxes are provided for the future taxconsequences attributable to the differences between the carryingamounts of assets and liabilities and their respective tax base.Deferred tax assets are reduced by a valuation allowance when, in ouropinion, it is more likely than not that some portion of the deferredtax assets will not be realized. As of July  1,  2006 andOctober  1,  2005, a deferred tax asset valuation allowancewas necessary for a portion of our deferred tax assets. We believe thatour projections of future taxable income makes it more likely than notthat the remainder of our deferred tax assets will be realized. If ourprojections of future taxable income changes in the future, we may berequired to reduce deferred tax assets by a valuationallowance.

Thirty-nine weeks ended July  1,2006 compared to thirty-nine weeks ended June  25,2005

Net Sales.    Net sales for the thirty-nineweeks ended July  1,  2006 increased $25.3  million,or 7.0%, to $386.0  million compared to $360.6million for the thirty-nine weeks ended June  25,  2005.Overall net sales increased primarily from the incremental volumeassociated with Acorn and Hound Dog, higher snow tool sales volume, andincreases in sales prices, partially offset by increased customerprogram expenses.

Gross Profit.    Gross profit forthe thirty-nine weeks ended July  1,  2006 increased$11.4  million to $100.3  million from $89.0  millionfor the thirty-nine weeks ended June  25,  2005. Thisincrease was due primarily to additional volume associated with theacquisition of Acorn and Hound Dog, increased sales volumes,efficiencies gained at the Company’s new manufacturing plant,favorable product mix and decreased steel costs, partially offset byhigher resin costs. Gross profit as a percentage of net sales increasedto 26.0% from 24.7% during this period.

Selling,General and Administrative (‘‘SG&A’’)Expenses.    SG&A expenses for the thirty-nine weeks endedJuly  1,  2006 increased $14.6  million to$73.6  million from $59.0  million for the thirty-nineweeks ended June  25,  2005. The increase relates primarilyto the incremental cost structure associated with Acorn and Hound Dog,increased expenses related to store service arrangements (including setup expenses for new distribution), provisions for retention costs andincreased professional service and compensationexpenses.

Amortization of Intangible Assets.    Duringthe thirty-nine weeks ended July  1,  2006, we recorded$1.3  million in amortization expense, as compared to $1.3million during the thirty-nine weeks ended June  25,2005.

Interest Expense.    Interest expense for thethirty-nine weeks ended July  1,  2006 decreased$0.1  million to $24.7  million from $24.8  millionduring the thirty-nine weeks ended June  25,  2005. Thedecrease was due to the write off of $4.1  million of debtissuance costs as a result of the refinancing on January14,  2005, partially offset by higher average interest rates anddebt balances as a result of the Acorn and Hound Dogacquisitions.

Income Tax Expense.    Income taxexpense for the thirty-nine weeks ended July  1,  2006 was$1.4  million, or approximately 20.7% of income beforetaxes. Income tax expense for the thirty-nine weeks ended June25,  2005 was $1.2  million, or approximately 30.7%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 and the adjustment of the Company’sstate tax liability in conjunction with the completion of certain statetax audits. Deferred income taxes are provided for the future taxconsequences attributable to 

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the differences between the carrying amountsof assets and liabilities and their respective tax base. Deferred taxassets are reduced by a valuation allowance when, in our opinion, it ismore likely than not that some portion of the deferred tax assets willnot be realized. As of July  1,  2006 and October1,  2005, a deferred tax asset valuation allowance was necessaryfor a portion of our deferred tax assets. We believe that ourprojections of future taxable income makes it more likely than not thatthe remainder of our deferred tax assets will be realized. If ourprojections of future taxable income changes in the future, we may berequired 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 operating activitiesand through borrowings available under our Credit Agreement. We cannotassure you, however, that this will be the case.

CashFlows

Cash used in operating activities for the thirty-nineweeks ended July  1,  2006 was $27.1  million,compared to cash provided by operating activities of$4.0 million for the thirty-nine weeks ended June25,  2005. This cash usage in fiscal 2006 as compared to the cashgenerated in fiscal 2005 is primarily the result of the timing ofsales, cash receipts and cash payments as well as increased inventory,which was the result of increased requirements for new distribution ofour products. 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. The third quarter of our fiscalyear is generally the peak revenue quarter in which we use availablecash and our revolving loan facility to fund accountsreceivable.

Cash used in investing activities increased$16.3  million to $21.5  million for the thirty-nine weeksended July  1,  2006 from $5.2  million for thethirty-nine weeks ended June  25,  2005. This increase wasdue primarily to the acquisition of Acorn and Hound Dog. Capitalexpenditures related to the expansion of our new manufacturing facilityin Pennsylvania and the upgrade of our enterprise resource planningsystems contributed to a higher level of purchases of fixed assetswhich also contributed to the increase.

Cash provided byfinancing activities was $31.3  million and $1.4  millionfor the thirty-nine weeks ended July  1,  2006 andJune  25,  2005. The increase was primarily the result ofnet borrowings under the revolving credit facility to fund theacquisitions of Acorn and Hound Dog. Additionally, during thethirty-nine weeks ended June  25,  2005, we repaid$140.0  million of our Term Loan B under the previous seniorsecured credit facility through the issuance of the senior floatingrate notes on January  14,  2005.

Debt and OtherObligations

Senior Secured Credit Facility Prior toAmendment and Restatement on April  7,  2006

OnJune  28,  2004, we entered into a $215.0  millionsenior credit facility with various banks, financial institutions andother lenders. The senior credit facility consisted of a $140.0million term loan B facility, which would have matured on June28,  2011, and a $75.0  million revolving credit facility,which would have matured on June  28,  2010. OnJanuary  14,  2005, simultaneously with the completion ofthe offering of the Senior Floating Rate Notes referred to below, werepaid the term loan in full and entered into an amendment (the‘‘Amendment No. 1’’) to the terms of thesenior credit facility.

The interest rates applicable to thesenior credit facility prior to the amendment and restatement were theEurodollar Rate plus the Applicable Rate, or at our option, theAlternate Base Rate plus the Applicable Rate. The‘‘Alternate Base Rate’’ means the higher of(i) the floating rate of interest 

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announced from time to time by Bank ofAmerica N.A as its ‘‘prime rate’’ or (ii)the Federal Funds rate plus 50 basis points per annum. The‘‘Eurodollar Rate’’ means the rate perannum equal to the rate determined by the administrative agent to bethe offered rate that appears on the Telerate Screen that displays anaverage British Bankers Association Interest Settlement Rate fordeposits in dollars. With respect to the revolving credit facility(including swing line loans), the ‘‘ApplicableRate’’ means (i) until December  28,  2004,3.00% per annum, in the case of Eurodollar Rate loans, and2.00% per annum, in the case of Alternate Base Rate advances,and (ii) thereafter, a percentage per annum to be determined inaccordance with a pricing grid based on the leverage ratio.

Certain customary fees are payable to the lenders and the agentsunder the Senior Secured Credit Facility, as amended, including withoutlimitation, a commitment for our revolving credit facility and letterof credit fees. The senior credit facility contains various affirmativeand negative covenants customary for similar credit facilities (subjectto customary exceptions and certain existing obligations andliabilities), including, but not limited to, restrictions on: liens,loans, acquisitions, mergers, sales, transfers, dividends,distributions, changes in the nature of our business and transactionswith affiliates

The senior credit facility, under Amendment No.1 dated January  14,  2005, required that the Company meetcertain financial covenant tests, including without limitation: themaintenance of a minimum Consolidated EBITDA of $41.0  millionand the maintenance of a minimum fixed charge coverage ratio (definedas EBITDA less capital expenditures to cash taxes pluscash interest expense plus scheduled principal payments andprepayments plus dividends and distributions on equity) of1.00:1.00.

Pursuant to Amendment No. 1, availability under thesenior credit facility was restricted to the lesser of $75.0million and the borrowing base amount, which was equal to (a)85% of the amount of eligible receivables, plus (b) the lower of(i) 55% of the cost or fair market value of eligible inventoryand (ii) if an inventory appraisal has been performed, 80% ofthe orderly liquidation value of our inventory, plus (c) a percentageof eligible equipment or real property determined by Bank of America,N.A., as administrative agent, and not objected to by the requiredlenders. In addition, the Senior Secured Credit Facility, as amended,required that we meet certain financial covenant tests, includingwithout limitation, the maintenance of minimum EBITDA and minimum fixedcharge coverage ratio, as defined by the amended Credit Agreement.

Amendment No. 2, dated December  1,  2005, temporarilyreduced the minimum consolidated EBITDA requirement for the fourquarters ending December  31,  2005 and April1,  2006 to $36.0  million and $38.0  million,respectively. Commencing with the four quarters ending July1,  2006, the minimum consolidated EBITDA was scheduled to resumeat the $41.0  million level. This amendment also provided forcertain exclusions of capital expenditures and expenses for covenantcompliance purposes.

Senior Secured Credit Facility asAmended and Restated on April  7,  2006

OnApril  7,  2006, we entered into an amended and restatedcredit 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 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 of1.75% to 2.75% or (2) the ‘‘BaseRate’’ plus a margin of 0.50% to 1.50%. Theinitial applicable margin for loans based on the Eurodollar Rate willbe 2.25%, 

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and the applicable margin for loans based onthe Base Rate will be 1.00%. ‘‘EurodollarRate’’ is defined as the London interbank offered rate,adjusted for statutory reserve requirements. The ‘‘BaseRate’’ is the higher of: (1) prime rate publiclyannounced by Bank of America, N.A. or (2) the Federal Funds effectiverate plus 0.50%, adjusted for statutory reserve requirements.The applicable margin may under certain limited circumstances beincreased slightly, if Bank of America, N.A. cannot otherwise syndicatethe credit facility.

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 related defaults.As of July  1,  2006, we were in compliance with all of ourfinancial covenants.As of July  1,  2006, we had$73.3  million of borrowings on the revolving portion of oursenior credit facility, with $2.4  million of letters of creditoutstanding. At July  1,  2006, based on the borrowing basecalculation, the revolver limit was $130.0  million, with$54.3  million available under the revolving credit facility.

Senior Subordinated Notes

On June  28,2004, we completed a private offering of $150.0  million inaggregate principal amount at maturity of 10% SeniorSubordinated Notes due July  15,  2012. The SeniorSubordinated Notes are fully and unconditionally guaranteed by ourparent, 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 

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Subordinated Notes on or after July15,  2008, except we may redeem up to 35% of the SeniorSubordinated Notes prior to July  15,  2007 with theproceeds of one or more public equity offerings. We are required toredeem the Senior Subordinated Notes under certain circumstancesinvolving changes of control.

Senior Floating RateNotes

On January  14,  2005, we completed aprivate offering of $150.0  million principal amount at maturityof our Senior Floating Rate Notes due 2012, which was issued at a0.5% discount. Net proceeds for the offering were used to repayour term loan B in full, repay a portion of our revolving creditfacility and pay related fees and expenses. The Senior Floating RateNotes are fully and unconditionally guaranteed by our parent on asenior unsecured basis. On March  25,  2005 we filed aregistration statement with respect to new notes having substantiallyidentical terms as the original notes, as part of an offer to exchangeregistered notes for the privately issued original Senior Floating RateNotes. The new notes evidence the same debt as the original SeniorFloating Rate Notes, are entitled to the benefits of the indenturegoverning the original Senior Floating Rate Notes and are treated underthe indenture as a single class with the original notes. The exchangeoffer was completed on May  23,  2005.

The SeniorFloating Rate Notes are unsecured, unsubordinated obligations and areeffectively subordinated to all of our existing and future secureddebt, to the extent of the assets securing such debt, includingborrowings under the senior secured credit facility, pari passuwith all future senior unsecured indebtedness, senior in right ofpayment to all existing and future senior subordinated debt, includingour Senior Subordinated Notes due 2012, and effectively behind all ofthe existing and future liabilities of our subsidiaries, includingtrade payables.

We pay interest on the Senior Floating Rate Notesquarterly in cash, in arrears, on January  15, April  15,July  15 and October  15 at a rate per annum, resetquarterly, equal to LIBOR plus 4.0%, starting on April15,  2005. The indenture governing the Senior Floating Rate Notescontains various affirmative and negative covenants, subject to anumber of important limitations and exceptions, including but notlimited to those limiting our ability and the ability of our restrictedsubsidiaries to borrow money, guarantee debt or sell preferred stock,create liens, pay dividends on or redeem or repurchase stock, makespecified types of investments, sell stock in our restrictedsubsidiaries, restrict dividends or other payments from restrictedsubsidiaries, enter into transactions with affiliates and sell assetsor merge with other companies.

The indenture governing the SeniorFloating Rate Notes contains various events of default, including butnot limited to those related to non-payment of principal, interest orfees; failure to perform or observe certain covenants; inaccuracy ofrepresentations and warranties in any material respect, cross defaultswith certain other indebtedness, certain bankruptcy related events,monetary judgment defaults and material non-monetary judgment defaults,ERISA defaults and change of control. We can redeem the Senior FloatingRate Notes, in whole or in part, at any time on or after January15,  2007. In addition, we may redeem up to 35% of theSenior Floating Rate Notes prior to January  15,  2007 withthe net proceeds of one or more public equity offerings. We arerequired to redeem the Senior Floating Rate Notes under certaincircumstances involving changes of control.

OtherDebt

On July  19,  2005, we entered into a$2.7  million 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, asamended and restated. Under the terms of this note, we are required tocreate 108 jobs at the new manufacturing facility in Pennsylvaniawithin three years of the completion of the facility. The Term Notecontains customary events of default (subject to customary exceptions,thresholds and grace periods), including, without limitation,nonpayment of principal, interest, fees and failure to perform orobserve certain covenants. As of July  1,  2006, we were incompliance with these covenants.

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Interest Rate Swaps

Inconnection with the offering of the Senior Floating Rate Notes, onJanuary  11,  2005, we entered into interest rate swaps(the ‘‘Swaps’’) with Bank of America, N.A.and Wachovia Bank, N.A to hedge variable interest rate debt. Pursuantto the Swap with Bank of America, N.A., which became effective onJanuary  17,  2006, we swap 3 month LIBOR rates for fixedinterest rates of 4.31% on a notional amount of $100.0million for the period from January  17,  2006 throughJanuary  15,  2008, approximately $66.7  million forthe period from January  15,  2008 to January15,  2009 and approximately $33.3  million for the periodfrom January  15,  2009 through January  15,2010. Pursuant to the Swap with Wachovia Bank, N.A., effectiveJanuary  15,  2006, we swap 3 month LIBOR rates for fixedinterest rates of 4.29% for a notional amount of $50million for the period from January  15,  2006 throughJanuary  15,  2008, approximately $33.3  million forthe period from January  15,  2008 to January15,  2009 and approximately $16.7  million for the periodfrom January  15,  2009 through January  15,2010. These swaps fix the variable rate portion of the Senior FloatingRate Notes, while there is an additional margin of 4.00% that isfixed.

The interest rate swaps are accounted for in accordancewith Statement of Financial Accounting Standard(‘‘SFAS’’) No. 133 Accounting forDerivative Instruments and Hedging Activities, as amended by SFASNo. 138, Accounting for Certain Derivative Instruments and CertainHedging Activities and SFAS No. 149, Amendment of Statement 133on Derivative Instruments and Hedging Activities (collectively,‘‘SFAS 133’’).  SFAS 133 establishesaccounting and reporting standards for derivative instruments andhedging activities.  SFAS 133 requires that all derivatives berecognized as either assets or liabilities at fair value.  As ofJuly  1,  2006, the interest rates swaps were recorded asan asset of $4.5  million. The swaps are accounted for as cashflow hedges; therefore, we have recorded changes in fair value as acomponent of accumulated other comprehensive income of $2.8million, net of deferred tax expense of $1.7million.

Recent Accounting Pronouncements

InJuly  2006, the Financial Accounting Standards Board (FASB)issued FASB Interpretation No. 48, ‘‘Accounting forUncertainty in Income Taxes, an interpretation of FASB Statement No.109,’’ (FIN 48). FIN 48 prescribes a recognitionthreshold and measurement attribute for the financial statementrecognition and measurement of a tax position taken or expected to betaken in a tax return. FIN 48 is effective for fiscal years beginningafter December  15,  2006. We are currently evaluating whateffect, if any, adoption of FIN 48 will have on our consolidatedfinancial statements.

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 thesemarket risks through internally established policies and proceduresand, when deemed 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 usefinancial instruments for trading purposes and are not a party to anyleveraged derivatives.  We monitor our underlying market riskexposures on an ongoing basis and believe that we can modify or adaptour hedging strategies as needed.

Our primary market risk isinterest rate exposure with respect to our floating rate debt. Inconnection with the offering of the Senior Floating Rate Notes, weentered into two interest rate swaps. These swaps effectively fix thevariable interest rate portion of the Senior Floating Rate Notes atnotional amounts of $150.0  million for two years beginningJanuary  15,  2006, subsequently amortizing at a rate of$50.0  million per year until the maturity in 2010. The swaps fixthe 3 month LIBOR rates at either 4.29% or 4.31% for theduration of the contracts. The interest rate of the Senior FloatingRate Notes at July  1,  2006 was 9.07%, however; theweighted average interest rate was 8.3% based on the hedges inplace at that time. See ‘‘Management’s Discussionand Analysis of Financial Condition and Results of Operations —Debt and Other Obligations — Senior Floating RateNotes’’ and ‘‘— Interest RateSwaps.’’ Until the interest rate swaps became effectiveon January  15,  2006, a 100 basis point change in interestrates would impact us by $0.4  million for one fiscalquarter.

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We conduct foreign operations in Canadaand Ireland and utilize international suppliers and manufacturers. As aresult, we are subject to risk from changes in foreign exchange rates.These changes result in cumulative translation adjustments, which areincluded in accumulated other comprehensive income (loss). We do notconsider the potential loss resulting from a hypothetical 10%adverse change in quoted foreign currency exchange rates, as ofJuly  1,  2006 to be material.

We purchase certainraw materials such as resin, steel, and wood that are subject to pricevolatility caused by unpredictable factors. Where possible, we employfixed rate raw material purchase contracts and customer priceadjustments to help us to manage this risk. We do not currently usederivatives to manage raw materials risk.

Item4.    Controls and Procedures

Under the supervisionand with the participation of management, including our principalexecutive officer and principal financial officer, we have evaluatedthe effectiveness of the design and operation of our disclosurecontrols and procedures as of the end of the period covered by thisreport, and based on their evaluation, the principal executive officerand principal financial officer have concluded that these controls andprocedures are effective. There were no changes in our internalcontrols that have materially affected or are reasonably likely tomaterially affect our internal control over financialreporting.

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PARTII.    OTHER INFORMATION AND SIGNATURE

Item 1.    Legal Proceedings

On August  3,  2004,Jacuzzi Brands, Inc. (‘‘Jacuzzi’’) filed acomplaint in the Court of Common Pleas of Cumberland County,Pennsylvania against us, our parent and several Castle Harlan and WindPoint entities. The complaint alleged that, in connection with theacquisition of our parent by affiliates of Castle Harlan, we failed toprovide notice to Jacuzzi and to obtain its consent to suchacquisition, as allegedly required by the provisions of a leaseholdmortgage granted to Jacuzzi on our distribution center in Carlisle,Pennsylvania. The complaint asserted causes of action against us forbreach of contract, civil conspiracy and common law fraud. In thecomplaint, Jacuzzi sought an unspecified amount of damages, that aletter of credit be posted to secure our remaining rental obligationsunder the lease for the distribution center and other injunctiverelief. Upon the filing of the complaint, Jacuzzi moved for apreliminary injunction, which, following a hearing, the court denied byorder dated August  23,  2004. We, our parent and theCastle Harlan defendants answered the complaint, and the Wind Pointdefendants filed preliminary objections seeking to dismiss the claimsasserted against them. By order dated December  9,  2004,the court denied Wind Point’s preliminary objections to thecomplaint. On January  6,  2005, Jacuzzi servedinterrogatories and document demands upon all the defendants. InFebruary  2005, the defendants responded to these interrogatoriesand document demands. On May  15,  2006, we entered into aSettlement and Release Agreement (the‘‘Agreement’’) with Jacuzzi. Under theterms of the Agreement, Jacuzzi paid to us $6.2  million assettlement payment and dismissed the court actions against alldefendants related to the acquisition of ATT Holding Co. by affiliatesof Castle Harlan, Inc. In return, we agreed to release Jacuzzi from anydamages related to any environmental indemnities or wheelbarrow claims.A portion of the settlement payment offset the recording of additionalenvironmental liabilities as a result of the release of theenvironmental indemnities and the balance was recorded as otherincome.

From approximately 1993 through 1999, we manufactured andsold 647,000 wheelbarrows with poly wheel hubs. Various claims weresubmitted, and lawsuits filed, to recover for injuries sustained whileinflating tires on these wheelbarrows. In 2002, we participated in avoluntary ‘‘fast track’’ recall of thesewheelbarrows with the Consumer Product Safety Commission. We againvoluntarily recalled these wheelbarrows in June  2004 incooperation with the Consumer Product Safety Commission. However, lessthan 1% of the total products sold were returned, leaving anunknown number in service. To date, we have responded to 31 claimsinvolving this product, 29 of which have been resolved. We arecurrently named as a defendant in one wheelbarrow claim. Although webelieve that we have sufficient insurance coverage in place to coverthese claims, a successful claim may exceed the limits of ourcoverage.

We are involved in various claims and legal actionsthat arise in the ordinary course of business. We do not believe thatthe ultimate resolution of any of these actions will have a materialadverse effect on our consolidated financial position, results ofoperations, liquidity or capital resources.

Item 2.    Unregistered Sales of Equity Securities and Use ofProceeds

None

Item 3.     DefaultsUpon Senior Securities

None

Item 4.    Submission of Matters to a Vote of SecurityHolders

None

Item 5.     OtherInformation

None

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Item 6.     Exhibits

|               |  |  |                                                                                                                                                      |
|---------------|--|--|------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit10.1*  |  |  | Employment Agreement, dated as of May  15,2006, among Ames True Temper, Inc. and David M.Nuti                                                        |
| Exhibit 31.1* |  |  | Certification of ChiefExecutive Officer Pursuant to Rules 13a-14 and 15d-14, As AdoptedPursuant to Section 302 of the Sarbanes-Oxley Act of 2002     |
| Exhibit 31.2* |  |  | Certification of Principal FinancialOfficer Pursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002 |
| Exhibit 32.1* |  |  | Certification of Chief Executive OfficerPursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906Of The Sarbanes-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 |

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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.

|  | AMES TRUE TEMPER,INC. |
|--|-----------------------|

|                                              |  |  |                                                                                                                                                                                                                                                                                                   |
|----------------------------------------------|--|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Date:August 15, 2006     |  |  |             /s/ RichardDell                                                               |
|                                         |  |  |             RichardDell                                                                                                                                                                                                               |
|                                         |  |  |             Chief ExecutiveOfficer            (Principal ExecutiveOfficer            and AuthorizedSignatory) |
|                                              |

|                       |  |  |                                                                                                                                                                                                                                                                                         |
|-----------------------|--|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Date: August  15,2006 |  |  |             /s/ David M.Nuti                                                    |
|                  |  |  |             DavidM.  Nuti            Chief FinancialOfficer            (Principal FinancialOfficer) |
|                       |

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AMES TRUETEMPER, INC.

EXHIBITINDEX

|         |    |     |             |  |  |                                                                                                                                                          |
|---------|----|-----|-------------|--|--|----------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit |    |     | Description |
|         | 10 | .1* |             |  |  | EmploymentAgreement, dated as of May  15,  2006, among Ames TrueTemper, Inc. and David M.Nuti                                                            |
|         | 31 | .1* |             |  |  | Certification of Chief ExecutiveOfficer Pursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002         |
|         | 31 | .2* |             |  |  | Certification of Principal Financial OfficerPursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302of 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 of2002.     |
|         | 32 | .2* |             |  |  | Certification of PrincipalFinancial Officer Pursuant to 18 U.S.C. Section 1350, As AdoptedPursuant to Section 906 of the Sarbanes-Oxley Act of2002. |
|         |

|  |
|--|
|  |  |
|  |

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

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