Form 10-Q for Q2 2005 for NTK Holdings

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended July 2, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ______ to ______

(Commission File Number)

NTK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		20-1934298
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

50 Kennedy Plaza, Providence, RI		02903-2360
(Address of principal executive offices)		(Zip Code)

(401) 751-1600
(Registrant’s telephone number, including area code)

__________

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No X

The number of shares of Common Stock outstanding as of August 4, 2005 was 3,000.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NTK HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(Dollar amounts in thousands, except per share data)

	July 2,		December 31,
	2005		2004
Assets
Current Assets:
Unrestricted cash and cash equivalents	$	74,615	$	94,955
Restricted cash and cash equivalents		468		---
Accounts receivable, less allowances
of $5,684 and $5,467		284,233		225,706
Inventories:
Raw materials		70,677		72,166
Work in process		24,846		24,249
Finished goods		133,997		109,134
		229,520		205,549

Prepaid expenses		11,349		8,596
Other current assets		29,179		26,126
Prepaid income taxes		30,208		32,745
Total current assets		659,572		593,677

Property and Equipment, at Cost:
Land		8,418		8,683
Buildings and improvements		71,004		75,476
Machinery and equipment		133,107		124,644
		212,529		208,803
Less accumulated depreciation		18,561		7,713
Total property and equipment, net		193,968		201,090

Other Assets:
Goodwill		1,309,067		1,295,105
Intangible assets, less accumulated amortization
of $17,041 and $8,436		100,776		110,715
Deferred tax benefit		---		2,488
Deferred debt expense		44,855		41,741
Restricted investments and marketable securities		4,973		8,605
Other assets		8,124		11,154
		1,467,795		1,469,808
	$	2,321,335	$	2,264,575

Liabilities and Stockholder’s Investment

Current Liabilities:
Notes payable and other short-term obligations	$	7,481	$	5,364
Current maturities of long-term debt		10,555		14,414
Accounts payable		167,886		137,343
Accrued expenses and taxes, net		168,803		220,784
Total current liabilities		354,725		377,905

Other Liabilities:
Deferred income taxes		113		---
Other		210,890		214,672
		211,003		214,672

Notes, Mortgage Notes and Obligations
Payable, Less Current Maturities		1,608,440		1,350,210

Stockholder’s Investment:
Common stock, $0.01 par value, authorized 3,000 shares;
3,000 issued and outstanding at July 2, 2005 and
December 31, 2004		---		---
Additional paid-in capital		130,010		316,823
Retained earnings (accumulated deficit)		14,700		(4,100	)
Accumulated other comprehensive income		2,457		9,065
Total stockholder's investment		147,167		321,788
Total Liabilities and Stockholder's Investment:	$	2,321,335	$	2,264,575

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NTK HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	For the Three Months Ended
	Post-			Pre-
	Acquisition			Acquisition
	July 2, 2005			July 3, 2004
	(Amounts in thousands)

Net Sales	$	498,860		$	446,012

Costs and Expenses:
Cost of products sold		350,406			314,804
Selling, general and administrative expense		85,090			80,781
Amortization of intangible assets		4,385			3,540
		439,881			399,125
Operating earnings		58,979			46,887
Interest expense		(32,741	)		(18,422	)
Investment income		362			335
Earnings from continuing operations
before provision for income taxes		26,600			28,800
Provision for income taxes		10,100			11,700
Earnings from continuing operations		16,500			17,100
Loss from discontinued operations		---			(1,200	)
Net earnings	$	16,500		$	15,900

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NTK HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

		For the Six Months Ended
		Post-			Pre-
		Acquisition			Acquisition
		July 2, 2005			July 3, 2004