Form 10-Q for NTK Holdings, Inc. for 1st Quarter 2007

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

[ ] 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: 333-133866

NTK Holdings, Inc.
(exact name of registrant as specified in its charter)

Delaware	20-1934298
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

50 Kennedy Plaza Providence, Rhode Island	02903-2360
(Address of principal executive offices)	(zip code)

Registrant’s Telephone Number, Including Area Code: (401) 751-1600

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether 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. Yes [_] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act). (Check one):

Large accelerated filer [_]

Accelerated Filer [_]

Non-accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]

The aggregate market value of voting stock held by non-affiliates is zero.

The number of shares of Common Stock outstanding as of May 11, 2007 was 3,000.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NTK HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(Dollar amounts in millions, except share data)

	March 31,		December 31,
	2007		2006
Assets
Current Assets:
Unrestricted cash and cash equivalents	$	43.2	$	57.4
Restricted cash		1.2		1.2
Accounts receivable, less allowances of $11.5 and $9.4		338.1		328.9
Inventories:
Raw materials		87.9		83.1
Work in process		34.5		28.7
Finished goods		188.4		166.8
		310.8		278.6

Prepaid expenses		14.4		13.7
Other current assets		24.3		24.4
Prepaid income taxes		23.7		21.2
Total current assets		755.7		725.4

Property and Equipment, at Cost:
Land		9.6		9.5
Buildings and improvements		102.7		101.9
Machinery and equipment		183.0		177.2
		295.3		288.6
Less accumulated depreciation		73.2		66.1
Total property and equipment, net		222.1		222.5

Other Assets:
Goodwill		1,493.5		1,481.4
Intangible assets, less accumulated amortization of $58.5 and $52.4		144.9		150.4
Deferred debt expense		40.0		41.7
Restricted investments and marketable securities		2.0		3.3
Other assets		11.3		11.2
		1,691.7		1,688.0
Total Assets	$	2,669.5	$	2,635.9

Liabilities and Stockholder’s Investment

Current Liabilities:
Notes payable and other short-term obligations	$	50.7	$	23.3
Current maturities of long-term debt		17.8		20.0
Accounts payable		223.6		188.2
Accrued expenses and taxes, net		237.5		283.7
Total current liabilities		529.6		515.2

Other Liabilities:
Deferred income taxes		32.8		35.9
Other		139.5		128.8
		172.3		164.7

Notes, Mortgage Notes and Obligations Payable, Less Current Maturities		1,895.3		1,883.2

Stockholder’s Investment:

Common stock, $0.01 par value, authorized 3,000 shares; 3,000 issued
and outstanding at March 31, 2007 and December 31, 2006		---		---
Additional paid-in capital		21.4		21.3
Retained earnings		37.9		39.9
Accumulated other comprehensive income		13.0		11.6
Total stockholder's investment		72.3		72.8
Total Liabilities and Stockholder's Investment	$	2,669.5	$	2,635.9

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 first quarter ended
	March 31, 2007			April 1, 2006
	(Dollar amounts in millions)

Net Sales	$	552.5		$	534.5

Costs and Expenses:
Cost of products sold		384.6			370.5
Selling, general and administrative expense, net		117.1			95.3
Amortization of intangible assets		6.0			4.2
		507.7			470.0
Operating earnings		44.8			64.5
Interest expense		(42.3	)		(36.1	)
Investment income		0.4			0.7
Earnings before provision for income taxes		2.9			29.1
Provision for income taxes		1.7			11.3
Net earnings	$	1.2		$	17.8

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

NTK HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

		For the first quarter ended
		March 31, 2007			April 1, 2006