UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q EQUIVALENT*

~~[X]~~ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~EXCHANGE~~For ~~ACT~~the OFquarterly ~~1934~~period ended March 31, 2007

For the quarterly period ended September 30, 2002

~~[ ]~~¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

EXCHANGE ACT OF 1934

For the transition period from to


COMMISSION FILE NUMBER		333-56857
		333-56857-01
		333-56857-02

ALLIANCE LAUNDRY SYSTEMS LLC

ALLIANCE LAUNDRY CORPORATION

ALLIANCE LAUNDRY HOLDINGS LLC

ALLIANCE LAUNDRY CORPORATION

ALLIANCE LAUNDRY SYSTEMS LLC

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE DELAWARE DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 39-1927923 39-1928505 52-2055893 (I.R.S. EMPLOYER IDENTIFICATION NO.)

DELAWARE

52-2055893

39-1928505

39-1927923

(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

(I.R.S. EMPLOYER IDENTIFICATION NO.)

P.O. BOX 990

RIPON, WISCONSIN 54971-0990

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(920) 748-3121

(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: Yes ¨ No x

~~Yes~~Indicate ~~[X] No~~by ~~[ ]~~check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” in Rule 12b-2 of the Exchange Act.

*Large ~~This~~accelerated ~~report~~filer ¨ Accelerated isfiler ¨ Non-accelerated ~~being~~filer x ~~filed pursuant to requirements contained in the indenture governing the registrant’s Senior Subordinated Notes.~~

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 number of shares of Alliance Laundry Corporation’s common stock outstanding as of May 11, 2007: 1,000 shares.

Alliance Laundry Systems LLC

~~Form~~Alliance ~~10-Q~~Laundry ~~Equivalent~~Corporation

~~For~~Alliance ~~The~~Laundry ~~Period~~Holdings ~~Ended~~LLC ~~September 30, 2002~~

Form 10-Q

For The Quarterly Period Ended March 31, 2007

Table of Contents

		Page No.
PART I	Financial Information
Item 1.	Financial Statements
	Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001	3
	Condensed Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006	3
	Consolidated Statements of Income (Loss) for the periods ended September 30, 2002 and September 30, 2001	4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2007 and March 31, 2006	4
	Consolidated Statements of Cash Flows for the periods ended September 30, 2002 and September 30, 2001	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and March 31, 2006	5
	Notes to Unaudited Consolidated Financial Statements	6
	Condensed Consolidated Statements of Member(s)’ Equity and Comprehensive Income for the three months ended March 31, 2007 and March 31, 2006	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	17
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 4.	Controls and Procedures	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
PART II	Other Information
Item 1.	Legal Proceedings	1933
Item 2.	Changes in Securities	19
Item 1A.	Risk Factors	33
Item 3.	Defaults upon Senior Securities	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 4.	Submission of Matters to a Vote of Security Holders	19
Item 3.	Defaults Upon Senior Securities	33
Item 5.	Other Information	19
Item 4.	Submission of Matters to a Vote of Security Holders	33
Item 6.	Exhibits and Reports on Form 8-K	19
Item 5.	Other Information	33
Signatures		20
Item 6.	Exhibits	33
Signatures		34

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ALLIANCE LAUNDRY HOLDINGS LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands)

	September 30, 2002				December 31, 2001
	March 31,2007			December 31,2006
Assets		~~(unaudited)~~
Current assets:
Cash	$	10,714			$	5,659
Cash and cash equivalents	$	6,563		$	11,221
Cash-restricted		504				439
Accounts receivable, net		24,731			24,523
Accounts receivable, net		15,101				10,440
Inventories, net		60,125			49,746
Inventories, net		27,526				29,862
Beneficial interests in securitized accounts receivable		23,633			28,641
Prepaid expenses and other		11,020				10,093
Deferred income tax asset, net		2,963			3,656
Total current assets		64,865				56,493
Prepaid expenses and other		3,826			4,684
Notes receivable, net		10,306				8,512
Total current assets		121,841			122,471
Property, plant and equipment, net		40,571				46,909
Notes receivable, net		3,642			4,018
Goodwill, net		55,414				55,414
Property, plant and equipment, net		72,503			73,789
Beneficial interests in securitized financial assets		29,548				28,227
Goodwill		181,329			180,778
Debt issuance costs, net		10,124				7,863
Beneficial interests in securitized financial assets		18,544			18,055
Other assets		386				353
Deferred income tax asset, net		9,177			9,177
Total assets	$	211,214			$	203,771
Debt issuance costs, net		9,785			10,318
Liabilities and Members’ Deficit
Intangible assets, net		151,616			153,108
Current liabilities:
Total assets	$	568,437		$	571,714
Current portion of long-term debt	$	10,104			$	1,212
Liabilities and Member(s)’ Equity
Revolving credit facility		—				—
Current liabilities:
Accounts payable		11,598				12,194
Current portion of long-term debt and capital lease obligations	$	438		$	526
Other current liabilities		21,941				20,539
Revolving credit facility		—			—
Total current liabilities		43,643				33,945
Accounts payable		22,879			21,438
Long-term debt:
Deferred income tax liability, net		143			216
Senior credit facility		178,131				194,018
Other current liabilities		31,380			37,087
Senior subordinated notes		110,000				110,000
Total current liabilities		54,840			59,267
Junior subordinated note		19,447				17,069
Long-term debt and capital lease obligations:
Other long-term debt		1,088				1,265
Senior credit facility		222,000			224,000
Other long-term liabilities		1,757				1,682
Senior subordinated notes		149,453			149,430
Total liabilities		354,066				357,979
Other long-term debt and capital lease obligations		2,136			2,159
Mandatorily redeemable preferred equity		6,000				6,000
Deferred income tax liability, net		6,998			6,939
Members’ deficit		(148,852	)			(160,208	)
Other long-term liabilities		11,765			11,935
Total liabilities and members’ deficit	$	211,214			$	203,771
Total liabilities		447,192			453,730
Commitments and contingencies (see Note 9)
Member(s)’ equity		121,245			117,984
Total liabilities and member(s)’ equity	$	568,437		$	571,714

The accompanying notes are an integral part of the financial statements.

ALLIANCE LAUNDRY HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF ~~INCOME~~OPERATIONS ~~(LOSS)~~

(unaudited)

(in thousands)

	Three Months Ended							~~Nine Months Ended~~
	September 30, 2002				September 30, 2001			September 30, 2002		September 30, 2001
	March 31,2007			March 31,2006
	(unaudited)							(unaudited)
Net revenues:
Net revenues:
Equipment and service parts	$	94,171		$	69,979
Commercial laundry	$	52,091			$	51,792		$	162,154	$	164,501
Equipment financing, net		2,371			1,500
Service parts		9,238				8,531			27,093		26,634
Net revenues		96,542			71,479
		61,329				60,323			189,247		191,135
Cost of sales		68,440			52,916
Cost of sales		43,618				45,495			134,439		143,321
Gross profit		28,102			18,563
Gross profit		17,711				14,828			54,808		47,814
Selling, general and administrative expense		15,517			12,497
Selling, general and administrative expense		7,853				7,380			22,602		22,470
Securitization, impairment and other costs		530			1,828
Nonrecurring costs		32				—			462		—
Total operating expenses		16,047			14,325
Total operating expense		7,885				7,380			23,064		22,470
Operating income		12,055			4,238
Operating income		9,826				7,448			31,744		25,344
Interest expense		8,336			6,457
Interest expense		7,069				8,138			19,993		26,347
Income (loss) before taxes		3,719			(2,219	)
Loss from early extinguishment of debt		2,004				—			2,004		—
Provision (benefit) for income taxes		1,295			(705	)
Other income (expense), net		(5	)			(3	)		28		77
Net income (loss)	$	2,424		$	(1,514	)
Income (loss) before taxes		748				(693	)		9,775		(926	)
Provision for income taxes		7				—			43		22
Net income (loss) before cumulative effect of accounting change		741				(693	)		9,732		(948	)
Cumulative effect of change in accounting principle		—				—			—		2,043
Net income (loss)	$	741			$	(693	)	$	9,732	$	(2,991	)

The accompanying notes are an integral part of the financial statements.

ALLIANCE LAUNDRY HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Nine Months Ended
	Three Months Ended
	September 30, 2002			September 30, 2001
	March 31,2007			March 31,2006
	(unaudited)
Cash flows from operating activities:
Net income (loss) before cumulative effect of accounting change	$	9,732		$	(948	)
Net income (loss)	$	2,424		$	(1,514	)
Adjustments to reconcile net income (loss) before cumulative effect of accounting change to cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		104,~~408~~621			125,~~625~~867
Non-cash interest		1,440			3,566
Non-cash interest expense (income)		283			(368	)
Non-cash loss from early extinguishment of debt		2,004			—
Non-cash executive unit compensation		940			1,285
Gain on sale of property, plant and equipment		(28	)		(77	)
Non-cash trademark impairment		—			1,400
Deferred income taxes		586			(713	)
Loss on sale of property, plant and equipment		2			20
Changes in assets and liabilities:
Accounts receivable		~~(4,661~~113	)		(~~6,478~~661	)
Inventories		2(10,~~336~~495	)		5(11,~~661~~466	)
Other assets		(25,~~656~~582	)		~~(14~~1,~~320~~889	)
Accounts payable		~~(596~~1,467	)		51,~~819~~707
Other liabilities		2(5,~~274~~354	)		1(4,~~875~~856	)
Net cash provided by operating activities		20,253			7,723
Net cash provided by (used in) operating activities		169			(7,410	)
Cash flows from investing activities:
Cash flows used in investing activities:
Additions to property, plant and equipment		(12,~~823~~024	)		(41,~~675~~400	)
Proceeds on disposal of property, plant and equipment		81			171
Acquisition of businesses, net of cash acquired		(1,725	)		—
Net cash used in investing activities		(1,742	)		(4,504	)
Proceeds on disposition of assets		1,078			26
Cash flows from financing activities:
Net cash used in investing activities		(2,671	)		(1,374	)
Proceeds from long-term debt		193,000			812
Cash flows (used in) provided by financing activities:
Principal payments on long-term debt		(200,172	)		(799	)
Principal (payments on) proceeds from long-term debt		(2,132	)		1,000
Net decrease in revolving line of credit borrowings		—			(8,000	)
Net increase in revolving line of credit borrowings		—			3,000
Debt financing costs		(6,284	)		—
Net cash (used in) provided by financing activities		(2,132	)		4,000
Net cash used in financing activities		(13,456	)		(7,987	)
Effect of exchange rate changes on cash and cash equivalents		(24	)		—
Increase (decrease) in cash		5,055			(4,768	)
Decrease in cash and cash equivalents		(4,658	)		(4,784	)
Cash at beginning of quarter		5,659			5,091
Cash and cash equivalents at beginning of period		11,221			5,075
Cash at end of quarter	$	10,714		$	323
Cash and cash equivalents at end of period	$	6,563		$	291
Supplemental disclosure of cash flow information:
Cash paid for interest	$	14,911		$	18,563
Cash and cash equivalents paid for interest	$	9,503		$	9,702
Cash and cash equivalents paid for income taxes		58			8

The accompanying notes are an integral part of the financial statements.

~~Notes~~ALLIANCE toLAUNDRY ~~Unaudited~~HOLDINGS ~~Consolidated~~LLC ~~Financial Statements~~

~~NOTE 1. BASIS~~CONDENSED CONSOLIDATED STATEMENT OF ~~PRESENTATION~~MEMBER(S)’ EQUITY

~~The~~AND ~~unaudited~~COMPREHENSIVE ~~financial~~INCOME statements as of September 30, 2002 and for the periods ended September 30, 2002 present the consolidated financial position and results of operations of Alliance Laundry Holdings LLC (the “Company”), including its wholly-owned direct and indirect subsidiaries, Alliance Laundry Systems LLC and Alliance Laundry Corporation.

~~In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments necessary~~ (~~consisting only of normal recurring adjustments~~unaudited) ~~to present fairly the financial position and operating results of the Company for the periods presented. The results of operations for such~~ ~~interim periods are not necessarily indicative of results of operations to be expected for the full year.~~

~~These financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included~~ (in ~~financial~~thousands) statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such regulations, although the Company believes the disclosures provided are adequate to prevent the information presented from being misleading.

In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement modifies and expands the financial accounting and reporting for the impairment or disposal of long-lived assets other than goodwill, which is specifically addressed by SFAS No. 142. This statement supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” and the accounting and reporting provisions for the disposal of a segment of a business of APB Opinion No. 30, “Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” SFAS No. 144 had no effect on the Company’s financial condition or results of operations for the nine months ended September 30, 2002.


	Member(s)’ Equity			Minimum Pension Liability and Other Benefits			Unrealized Holding Gain on Residual Interests, Net		Foreign Currency Translation Adjustment		Total Member(s)’ Equity
Balances at December 31, 2005	$	94,583		$	(751	)	$	1	$	—	$	93,833
Net loss		(1,514	)		—			—		—		(1,514	)

Total comprehensive loss												($1,514	)

Balances at March 31, 2006	$	93,069		$	(751	)	$	1	$	—	$	92,319


Balances at December 31, 2006	$	116,209		$	(25	)	$	—	$	1,800	$	117,984
Net income		2,424			—			—		—		2,424
Change in minimum pension liability, net		—			25			—		—		25
Foreign currency translation adjustment		—			—			—		812		812

Total comprehensive income											$	3,261

Balances at March 31, 2007	$	118,633		$	—		$	—	$	2,612	$	121,245

Effective April 1, 2001, the Company also adopted the provisions of EITF Issue No. 99-20 “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets.” The ~~Company~~accompanying ~~recognized~~notes are an ~~approximate~~integral ~~$2.0~~part ~~million charge upon adoption in 2001 and recognized approximately $1.5 million and $0.7 million~~ of ~~interest income related to its retained interests in its securitization transactions during~~ the ~~first~~financial ~~nine months of 2002 and 2001, respectively~~statements.

The Company adopted Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” on January 1, 2001. SFAS No. 133 as amended, requires the Company to recognize all derivatives as either assets or liabilities and measure those instruments at fair value, and recognize changes in the fair value of derivatives in net income or other comprehensive income, as appropriate. In accordance with the transition provisions of SFAS No. 133, the Company recorded a cumulative-effect-type gain adjustment of $0.7 million in other comprehensive income (loss) within members’ deficit to recognize at fair value its interest rate swap arrangements at January 1, 2001. For the nine months ended September 30, 2001, the Company recognized a gain of $0.5 million for the reclassification of the transition adjustment as discussed above.

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise indicated)

NOTE 1. BASIS OF PRESENTATION

On January 27, 2005 ALH Holding Inc. (“ALH”), an entity formed by Teachers’ Private Capital, the private equity arm of Ontario Teachers’ Pension Plan Board (“OTPP”), acquired 100% of the outstanding equity interests in Alliance Laundry Holdings LLC, a Delaware limited liability company (“Alliance Holdings”). We refer to the acquisition of Alliance Holdings and the related management investments in ALH as the “Alliance Acquisition.”

In connection with the closing of the Alliance Acquisition, we issued $150.0 million of 8 1/2% senior subordinated notes due January 15, 2013 (the “Senior Subordinated Notes”), established a $250.0 million senior secured credit facility (the “Senior Credit Facility”) and repaid the $110.0 million aggregate principal amount of our then outstanding 9 5/8% Senior Subordinated Notes due 2008 (the “1998 Senior Subordinated Notes”). We refer to the above financing transactions (the “Financing Transactions”), taken together with the Alliance Acquisition, as the “Transactions.”

On July 14, 2006 we completed the acquisition of Laundry System Group NV’s commercial laundry division operations. See Note 3 “Acquisition and Related Activity” for further discussion.

Throughout this quarterly report, we refer to Alliance Holdings, together with its consolidated operations, as “Company,” “Alliance,” “we,” “our,” and “us,” unless otherwise indicated. The reference to “Alliance Laundry” refers to our wholly-owned subsidiary, Alliance Laundry Systems LLC, a Delaware limited liability company, and its consolidated operations, unless otherwise indicated.

The unaudited financial statements as of and for the quarter ended March 31, 2007 present the consolidated financial position and results of operations of Alliance Laundry Holdings LLC, including our wholly-owned subsidiary, Alliance Laundry Systems LLC and its consolidated subsidiaries.

In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments necessary (consisting only of normal recurring adjustments) for a fair statement of our financial position and operating results for the periods presented. The results of operations for such interim periods are not necessarily indicative of results of operations to be expected for the full year.

These interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in Alliance Holdings’ annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such regulations, although the Company believes the disclosures provided are adequate to prevent the information presented from being misleading.

Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation.

This report on Form 10-Q ~~Equivalent~~ for the ~~periods~~period ended ~~September 30~~March 31, ~~2002~~ 2007 should be read in conjunction with the audited financial statements presented in the Company’s December 31, 2006 Annual Report on Form 10-K (file no. 333-56857) filed with the Securities and Exchange Commission~~, which includes the audited financial statements of the Company as of and for the year ended December 31, 2001~~.

NOTE 2. INVENTORIES

Inventories are stated at cost using the first-in, first-out method but not in excess of net realizable value, and consist of the following (in thousands):

	September 30, 2002			December 31, 2001
	(unaudited)
Materials and purchased parts	$	10,974		$	11,830
Work in process		3,397			4,017
Finished goods		15,478			16,822
Less: inventory reserves		(2,323	)		(2,807	)
	$	27,526		$	29,862

NOTE 3. GOODWILL AND OTHER INTANGIBLE ASSETS

The Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” in the first quarter of fiscal 2002. Application of the non-amortization provisions of SFAS No. 142 is expected to result in an increase in net income (loss) of approximately $2.0 million in fiscal 2002. The following sets forth a reconciliation of net income for the nine months ended September 30, 2002 and 2001 adjusted for the non-amortization provisions of SFAS No. 142.

	Nine Months Ended
	September 30, 2002		September 30, 2001
Reported net income (loss)	$	9,732	$	(2,991	)
Add: Goodwill amortization		—		1,532
Adjusted net income (loss)	$	9,732	$	(1,459	)

NOTE 42. ~~COMMITMENTS~~ ~~AND~~RECENTLY ~~CONTINGENCIES~~ ISSUED ACCOUNTING PRONOUNCEMENTS

InThe ~~September~~FASB ~~1999,~~is ~~Juan~~expected ~~Carlos~~to ~~Lopez~~issue ~~pursued an arbitration against Alliance Laundry Sociedad Anonima, (“ALSA”)~~ a ~~foreign~~statement ~~subsidiary~~that ofwould ~~Alliance~~amend ~~Laundry~~and ~~Systems~~clarify ~~LLC,~~SFAS ~~under~~No. 140 ~~UNCITRAL rules in Buenos Aires, Argentina, seeking in pertinent part, to be paid fees arising from a Consulting Agreement,~~ (and ~~indemnification~~related ~~for~~implementation ~~loss~~guidance). ofThe ~~profits~~proposed instatement ~~Argentina~~will ~~and~~address ~~Brazil,~~permitted ~~plus~~activities ~~damages~~of ~~for~~qualifying ~~pain and suffering. An arbitration was conducted by an “ad~~special-~~hoc”~~purpose ~~panel (the “Lopez Arbitration”)~~entities, ~~during~~including ~~which~~the ~~ALSA~~degree ~~contended~~of ~~that~~discretion ~~Juan~~allowable ~~Carlos~~in ~~Lopez~~determining ~~failed to fulfill responsibilities under~~ the ~~Consulting~~terms ~~Agreement~~of ~~and~~beneficial ~~was~~interests ~~therefore~~issued ~~not~~after ~~entitled to the fees~~inception, and ~~that~~whether ~~ALSA~~certain ~~was~~transfers ~~not~~can ~~liable~~meet ~~for~~the ~~loss~~criteria ~~of profits either in Argentina or Brazil, nor~~ for sale anaccounting ~~indemnification~~under ~~for~~SFAS ~~pain and suffering~~No. 140 Onif ~~April 3, 2001,~~ the ~~Lopez~~transferor ~~Arbitration~~or ~~was concluded.~~any ~~The~~consolidated ~~arbitration~~affiliate ~~panel~~provides ~~awarded~~liquidity ~~Argentine~~support ~~Pesos~~for ~~1,408,900~~the ~~($1.4~~transferee’s ~~million~~beneficial Uinterests.S. ~~dollars~~As at the ~~time),~~proposed ~~plus~~statement ~~nine~~has ~~percent~~not ~~interest~~been ~~from September 6~~issued, ~~1999,~~the ~~plus~~Company ~~ten~~is ~~percent~~unable ~~over~~to ~~this~~determine ~~principal~~the effects ~~and~~of ~~interest~~the ~~amount~~related astransition ~~moral damages~~provisions, ~~plus~~if ~~certain fees and costs~~any, ~~while~~on ~~rejecting~~its ~~other~~existing ~~claims~~securitization ~~of plaintiff~~entity. ~~The Company does not believe this arbitration award will have a material effect on the Company’s operations~~However, in asthe ~~much~~event asthat ~~ALSA~~transfers isto ~~a foreign subsidiary and is responsible for~~ its ~~own debts~~existing ~~and~~asset ~~obligations.~~backed ~~The~~facility ~~remaining~~would ~~investment~~no onlonger ~~the~~qualify ~~Company’s financial statements is not material~~ as ~~this~~sales ~~operation~~of ~~was~~financial ~~discontinued~~assets in the ~~fourth quarter of 1998~~future, ~~at which time~~ the Company~~’s investment in ALSA was written down to the~~ ~~value~~may ofrecognize ~~certain~~additional ~~remaining~~costs ~~assets.~~for Ina ~~management’s~~replacement ~~opinion~~facility ~~based~~or onit ~~the~~may ~~advice~~have ofother ~~counsel,~~material ~~under~~financial ~~the~~statement ~~terms~~effects. ofAn ~~the~~exposure ~~award,~~draft ~~any~~was ~~such~~issued ~~payments~~in ~~would have to be forthcoming from~~ the ~~assets~~third quarter of ~~ALSA.~~2005 Onand ~~December~~a ~~20,~~revised ~~2001,~~exposure ~~ALSA’s~~draft ~~bankruptcy~~is ~~was decreed,~~anticipated atin the ~~request~~second ofquarter ~~Mr. Lopez, on grounds~~ of ~~non-payment of the arbitration award~~2007.

~~Since~~In ~~January~~March ~~2002, there~~2006 ~~have been significant changes in Argentina’s monetary legislation, and~~ the ~~value~~FASB ofissued ~~the~~SFAS ~~Argentine Peso~~No. 156, ~~The~~“Accounting ~~rate~~for ofServicing ~~exchange~~ of ~~one~~Financial ~~Argentine~~Assets ~~Peso~~an ~~per~~amendment ~~one United States Dollar is no longer in force, and as~~ of ~~October~~FASB ~~30, 2002 the~~Statement ~~Argentine~~No. 140.” ~~Peso~~SFAS ~~was~~No. 156, ~~trading~~amends atcertain ~~.2821~~aspects ~~per~~of ~~United~~SFAS ~~States Dollar~~No. ~~Accordingly~~ 140, inby ~~the~~requiring ~~event~~ that ~~Mr.~~all ~~Lopez~~separately ~~was~~recognized ~~ultimately~~servicing ~~successful~~assets inand aservicing ~~U.S.~~liabilities ~~court~~be ofinitially ~~securing~~measured ~~payment~~at offair ~~this award from the Company~~value, ~~the~~if Upracticable.S. ~~dollar~~SFAS ~~value~~No. 156 ofwas effective ~~the~~for ~~award (based upon~~ the ~~current~~ ~~rate~~Company ofon ~~exchange)~~January 1, ~~would~~2007 beand ~~substantially~~did ~~reduced~~not ashave ~~compared~~any toimpact on the ~~amount~~Company’s ~~discussed~~consolidated ~~above~~financial statements.

~~Various~~In ~~claims~~July 2006 ~~and~~the ~~legal~~FASB ~~proceedings~~issued ~~generally~~FASB ~~incidental~~Interpretation toNo. 48, ~~the~~“Accounting ~~normal~~for ~~course~~Uncertainty ofin ~~business~~Income ~~are~~Taxes, ~~pending~~an orinterpretation ~~threatened~~of ~~against~~FASB ~~the~~Statement ~~Company~~No. 109.” ~~While~~FIN ~~the~~48 ~~ultimate~~prescribes ~~liability~~a ~~from~~comprehensive ~~these~~model ~~proceedings~~for ishow ~~difficult~~a tocompany ~~determine~~should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the ~~opinion~~Company ofhas ~~management~~taken or expects to take on a tax return. FIN 48 is effective for fiscal years beginning after December 15, ~~any additional~~2006. ~~liability~~The ~~will~~provisions ~~not~~of FIN 48 have abeen ~~material~~adopted ~~effect~~and ondid not affect the Company’s consolidated financial ~~position~~statements. See Note 11, ~~liquidity~~“Income orTaxes” ~~results~~for offurther ~~operations~~discussion.

~~NOTE~~In 5September 2006 the FASB issued SFAS No. ~~COMPREHENSIVE~~ 157, ~~INCOME~~“Fair /Value ~~(LOSS)~~Measurements,” which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective for the Company on January 1, 2008. The Company is currently evaluating the impact, if any, the adoption of SFAS No. 157 will have on its consolidated financial statements.

~~Comprehensive~~In ~~income/(loss)~~September 2006 the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.” SFAS No. 158 requires the ~~nine~~recognition ~~months~~of ~~ended~~a ~~September~~net ~~30,~~liability ~~2002~~or asset to report the funded status of defined benefit pension and ~~2001~~other ~~consist~~postretirement benefit plans on the balance sheet. The recognition and disclosure provisions of SFAS No. 158 are effective as of December 31, 2007 as the ~~following~~Company ~~(in~~does ~~thousands):~~not have publicly traded equity securities. At this time, the impact of adoption of SFAS No. 158 on the Company’s consolidated financial position is being assessed.

	Nine Months Ended
	September 30, 2002			September 30, 2001
Comprehensive income (loss):
Net income (loss)	$	9,732		$	(2,991	)
Other comprehensive income (loss)
Net unrealized holding gain (loss) on residual interests		1,765			(332	)
Unrealized gain (loss) on interest rate swap		(141	)		283
Comprehensive income (loss)	$	11,356		$	(3,040	)

In February 2007 the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” which permits entities to choose to measure financial instruments and certain other instruments at fair value. SFAS No. 159 is effective as of the beginning of fiscal years that begin after November 15, 2007. SFAS No. 159 is effective for the Company on January 1, 2008. The Company is currently evaluating the impact, if any, the adoption of SFAS No. 159 will have on its consolidated financial statements.

NOTE 6. DEBT FINANCING

The Company entered into an amended and restated credit agreement dated as of August 2, 2002. As a result, the Company recorded a loss on early extinguishment of debt of $2.0 million, to write-off unamortized debt issuance costs related to its prior term loan and revolving credit facilities. In connection with the amended and restated credit agreement, the Company incurred approximately $6.3 million of debt issuance costs of which approximately $2.4 million was paid to certain related parties under a pre-existing agreement.

~~ITEM~~NOTE 23. ~~MANAGEMENT’S~~ ~~DISCUSSION~~ACQUISITION AND ~~ANALYSIS~~RELATED OFACTIVITY ~~FINANCIAL CONDITION AND RESULTS OF~~

~~OPERATIONS~~On July 14, 2006 Alliance Laundry completed the acquisition of substantially all of Laundry System Group NV’s (“LSG”) commercial laundry division (“CLD”) operations pursuant to a share purchase agreement, dated May 23, 2006 (the “Share Purchase Agreement”), between Alliance Laundry and LSG, and a purchase agreement, dated May 23, 2006 (the “Purchase Agreement”), among Alliance Laundry, LSG, Cissell Manufacturing Company, Jensen USA Inc. and LSG North America, Inc. (together referred to as the “CLD Acquisition”). CLD markets commercial washer-extractors, tumbler dryers, and ironers worldwide under the IPSO and Cissell brand names. CLD’s European headquarters is in Wevelgem, Belgium, and it has manufacturing facilities in Belgium and sales offices in Belgium, Norway and Spain (the “European Operations”.) CLD also had manufacturing facilities and sales offices in the United States which have been consolidated into Alliance Laundry’s operations. The aggregate consideration paid for the CLD Acquisition, net of cash acquired, was $87.0 million, including acquisition costs of approximately $6.0 million and costs to exit or dispose of certain CLD U.S. activities and assets of approximately $5.0 million. The CLD Acquisition resulted in approximately $40.4 million of goodwill, of which approximately $8.8 million is tax deductible, and $16.8 million of other intangible assets being recognized by the Company. Prior to July 14, 2006, CLD was a significant customer of and a significant supplier to Alliance Laundry.

~~OVERVIEW~~The CLD Acquisition was funded with a $60.0 million increase in term loans under Alliance Laundry’s Senior Credit Facility, $3.2 million of incremental equity contributions from management investors and a $20.3 million equity contribution from OTPP.

The Company believes ~~it is~~ the ~~leading~~addition ~~designer, manufacturer and marketer~~ of ~~stand-alone~~CLD’s ~~commercial~~IPSO ~~laundry equipment in North America~~ and aCissell ~~leader worldwide. Under the well-known brand names of Speed Queen~~brands, ~~UniMac, Huebsch and Ajax,~~ the ~~Company~~addition ~~produces a full line~~ of ~~commercial washing machines and dryers with load capacities from 16 to 250 pounds as well as presses and finishing equipment. The Company~~CLD’s ~~commercial products are sold to~~ ~~four~~soft ~~distinct~~mount ~~customer groups: (i) laundromats; (ii) multi~~washer-~~housing~~extractor ~~laundries,~~product ~~consisting~~line ~~primarily~~and ofhaving ~~common~~production ~~laundry~~ facilities in ~~apartment~~Europe ~~buildings,~~will ~~universities~~significantly ~~and~~strengthen ~~military~~its ~~installations;~~ability ~~(iii)~~to ~~on-premise~~participate ~~laundries,~~in ~~consisting~~the ~~primarily~~global ~~of in-house~~ laundry ~~facilities of hotels, hospitals, nursing homes and prisons; and (iv) drycleaners~~marketplace.

~~This discussion~~The ~~and~~sources ~~analysis should be read in conjunction with the Financial Statements~~ and ~~Notes~~uses ~~thereto included in this report and in conjunction with Management’s Discussion and Analysis~~ of ~~Financial~~funds ~~Condition and Results of Operations set forth~~ in ~~the~~connection ~~Company’s Annual Report on Form 10-K (file no. 333-56857) filed~~ with the ~~Securities~~CLD ~~and~~Acquisition ~~Exchange~~are ~~Commission,~~summarized ~~which~~below: ~~includes the audited financial position and operating results of the Company as of and for the year ended December 31, 2001.~~

RESULTS OF OPERATIONS


Sources:
Cash from operations	$	3,533
Proceeds from Senior Term Loan		60,000
Proceeds from equity investors		23,493

Total sources	$	87,026


Uses:
Stated purchase price	$	75,700
Less: Cash acquired		(1,623	)
Working capital adjustment		1,988
Fees and expenses		5,959
Facility closure reserve		5,002

Total uses	$	87,026

The following table sets forth the Company’s historical net revenues for the periods indicated:

	Quarter Ended
	September 30, 2002		September 30, 2001
	(Dollars in millions)
Net revenues:
Commercial laundry	$	52.1	$	51.8
Service parts		9.2		8.5
	$	61.3	$	60.3

The following table sets forth certain condensed historical financial data for the Company expressed as a percentage of net revenues for each of the periods indicated:

	Quarter Ended
	September 30, 2002		September 30, 2001
Net revenues	100.0	%	100.0	%
Cost of sales	71.1	%	75.4	%
Gross profit	28.9	%	24.6	%
Selling, general and administrative expense	12.8	%	12.3	%
Nonrecurring costs	0.1	%	—
Operating income	16.0	%	12.3	%
Net income (loss) before cumulative effect of accounting change	1.2	%	(1.1	%)

We have prepared a preliminary allocation of the purchase price to the assets acquired and liabilities assumed based upon their respective fair values as of the date of the CLD Acquisition. The preliminary allocation of the purchase price to the fair value of net assets acquired is summarized below:

Net revenues. Net revenues for the quarter ended September 30, 2002 increased $1.0 million, or 1.7%, to $61.3 million from $60.3 million for the quarter ended September 30, 2001. This increase was primarily attributable to higher commercial laundry revenue of $0.3 million and higher service parts revenue of $0.7 million. The increase in commercial laundry revenue was due primarily to higher North American equipment revenue of $0.4 million and higher earnings from the Company’s off-balance sheet equipment financing program of $0.6 million, partially offset by lower international revenue of $0.7 million. Revenue from international customers was lower largely due to the discontinuance of sales to a foreign customer under a private label contract and higher sales to the Mexican government in 2001 under a one time contract. The increase in service parts revenue was primarily driven by low sales in the third quarter of 2001, as customers either purchased in advance of, or delayed purchases as a result of a third quarter price increase.


	Amount
Current assets, net of cash acquired	$	44,117
Property, plant and equipment		14,477
Goodwill		40,384
Other intangible assets		16,781
Debt issuance costs		1,335
Other noncurrent assets		1,296

Total assets		118,390
Current liabilities		18,437
Noncurrent liabilities		12,927

Total liabilities		31,364

Net assets acquired	$	87,026

~~Gross~~The ~~profit. Gross~~preliminary ~~profit~~allocation ~~for~~of the ~~quarter~~CLD ~~ended~~Acquisition ~~September 30,~~price ~~2002 increased $2.9 million, or 19.4%,~~ to ~~$17.7~~intangible ~~million~~assets from $14.8 million for the quarter ended September 30, 2001. This increase was primarily attributable to favorable manufacturing efficiencies, a recent price increase, the higher earnings from the Company’s off-balance sheet equipment financing program and ~~$0.5~~associated ~~million of favorable impact in 2002 resulting from a change in accounting principle whereby goodwill is no longer amortized. (See Note 3). Gross profit as a percentage of~~lives ~~net~~are ~~revenues~~summarized ~~increased~~below: ~~to 28.9% for the quarter ended September 30, 2002 from 24.6% for the quarter ended September 30, 2001. This 4.3% increase was primarily attributable to the factors discussed above.~~

Selling, general and administrative expense. Selling, general and administrative expenses for the quarter ended September 30, 2002 increased $0.5 million, or 6.4%, to $7.9 million from $7.4 million for the quarter ended September 30, 2001. The increase in selling, general and administrative expenses was primarily due to higher pension and fringe benefit costs of $0.9 million and higher independent development expenses of $0.2 million which were partially offset by lower sales and marketing expenses of $0.3 million. Selling, general and administrative expenses as a percentage of net revenues increased to 12.8% for the quarter ended September 30, 2002 from 12.3% for the quarter ended September 30, 2001.


	Amount		Life
Intangible assets - trademarks and tradenames	$	2,977	Indefinite
Intangible assets - Europe customer agreements and distributor network		3,210	20 Years
Intangible assets - U.S. customer agreements and distributor network		1,017	5 Years
Intangible assets - engineering and manufacturing designs and processes		7,777	10 Years
Intangible assets - noncompete agreement		1,723	2 Years
Intangible assets - computer software and other		77	< 3 Years

Total	$	16,781

~~Nonrecurring~~The ~~costs. Nonrecurring~~incremental ~~costs~~goodwill ~~for~~recognized in the ~~quarter~~CLD ~~ended~~Acquisition ~~September~~is ~~30,~~attributable ~~2002~~to ~~were~~North ~~$0.1~~American commercial ~~million.~~laundry ~~The~~operations ~~2002~~in ~~costs were due to~~ the ~~write-off~~amount of ~~costs~~$9.9 ~~incurred~~million ~~while~~and ~~pursuing~~European anOperations ~~initial~~in ~~public~~the ~~offering through~~amount aof ~~Canadian~~$30.5 ~~Income Trust during the second quarter~~million. ~~Due~~As ~~to market conditions, management determined that such~~ a ~~public~~result ~~offering~~of ~~was~~the ~~not~~CLD ~~advantageous~~Acquisition towe ~~the~~capitalized ~~Company~~additional atdebt ~~that~~issuance ~~time. Nonrecurring~~ costs asin a2006 ~~percentage~~totaling ~~of net revenues were 0.~~$1%.3 ~~for the quarter ended September 30, 2002~~million.

Our allocation of purchase price to the assets acquired and the liabilities assumed in the CLD Acquisition is preliminary and subject to refinement as more information relative to the U.S. CLD restructuring costs becomes available. The allocation of purchase price to the assets acquired is expected to be finalized in the second quarter of 2007.

In connection with the CLD Acquisition, the Company has undertaken certain restructurings of the acquired business. The restructuring activities include reductions in staffing levels, elimination of facilities and other costs associated with exiting certain activities of the acquired business. The estimated costs of these restructuring activities were recorded as costs of the CLD Acquisition and were provided for in accordance

~~Operating~~ with ~~income. As~~Emerging aIssues ~~result~~Task ofForce ~~the~~Issue ~~foregoing~~No. 95-3, ~~operating~~ ~~income~~“Recognition ~~for~~of ~~the~~Liabilities ~~quarter~~in ~~ended~~Connection ~~September~~with ~~30,~~a ~~2002~~Purchase ~~increased~~Business $2Combination.4” ~~million,~~The orCompany will ~~31.9%,~~finalize tocosts ~~$9.8~~of ~~million~~the ~~from~~restructuring ~~$7.4~~plan ~~million~~ for the ~~quarter~~CLD ~~ended~~Acquisition ~~September~~in ~~30,~~the ~~2001.~~second ~~Operating~~quarter ~~income as a percentage~~ of ~~net~~2007 ~~revenues~~and ~~increased~~expects ~~to 16.0% for~~ the ~~quarter~~ ~~ended~~restructuring ~~September~~cost ~~30,~~to ~~2002~~be ~~from~~approximately 12$5.3%0 ~~for the quarter ended September 30, 2001~~million.

~~Interest expense. Interest~~The ~~expense~~following ~~for~~table ~~the~~summarizes ~~quarter ended September 30, 2002 decreased $1.0 million, or 13.1%, to $7.1 million from $8.1 million for~~ the ~~quarter~~restructuring ~~ended September 30~~reserve, ~~2001.~~which ~~Interest~~is ~~expense~~included ~~was~~within ~~lower~~other incurrent ~~2002~~liabilities ~~as a result of lower interest rates and a reduction~~ in ~~total~~the ~~debt~~Company’s ~~outstanding~~Condensed ofConsolidated ~~$16.6~~Balance ~~million,~~Sheets: ~~or 5.0% since June of 2001.~~

Loss from early extinguishment of debt. Loss from early extinguishment of debt for the quarter ended September 30, 2002 was $2.0 million. The Company entered into an amended and restated credit agreement dated as of August 2, 2002. As a result, the Company recorded a loss on early extinguishment of debt of $2.0 million, to write-off unamortized debt issuance costs related to its prior term loan and revolving credit facilities.


	Balance at December 31, 2006		Additions		Adjustments			Utilized Cash			Balance at March 31, 2007
One-time termination benefits	$	2,278	$	—	$	(259	)	$	(644	)	$	1,375
Other labor related costs		116		332		—			(403	)		45
Relocation of tooling and equipment		706		—		(196	)		(310	)		200
Other related expenses		85		124		—			(199	)		10

	$	3,185	$	456	$	(455	)	$	(1,556	)	$	1,630

~~Net~~On ~~income~~August 8, ~~(loss). As~~2006 athe ~~result~~Board of ~~the~~Directors ~~foregoing,~~of ~~net~~ALH ~~income~~Holding ~~(loss)~~Inc. ~~for~~resolved ~~the~~to ~~quarter~~discontinue ~~ended~~the ~~September 30~~Louisville, ~~2002~~Kentucky ~~increased~~operations ~~$1.4~~(the ~~million~~“Discontinuation”) toand ~~net~~close ~~income~~the ofPortland, ~~$0.7~~Tennessee ~~million~~facility as(the ~~compared~~“Closure”). toThe adecision ~~net~~was ~~loss~~based ofon ~~$0.7~~an ~~million~~analysis ~~for~~of ~~the~~each ~~quarter~~location’s ~~ended~~manufacturing ~~September~~capabilities ~~30,~~as ~~2001.~~well ~~Net~~as ~~income~~the continuing ~~(loss)~~investment asrequirements afor ~~percentage~~each of ~~net~~the ~~revenues~~locations. ~~increased~~The toCompany ~~1.2%~~substantially ~~for~~completed the ~~quarter~~Discontinuation ~~ended September~~and ~~30,~~Closure ~~2002~~as ~~from~~of ~~(1.1%) for the quarter ended September 30~~December 31, ~~2001~~2006.

~~The~~On ~~following~~October 31, ~~table~~2006 ~~sets forth~~ the Company’s ~~historical~~signed ~~net~~an ~~revenues~~agreement for the ~~periods~~sale ~~indicated:~~of its Portland facility for approximately $0.8 million, which approximated its carrying value. This transaction was completed in January 2007, and was subject to customary closing conditions.

	Nine Months Ended
	September 30, 2002		September 30, 2001
	(Dollars in millions)
Net revenues:
Commercial laundry	$	162.1	$	164.5
Service parts		27.1		26.6
	$	189.2	$	191.1

NOTE 4. RESTRUCTURING AND OTHER ITEMS

~~The~~Asset ~~following~~Impairment ~~table~~Charge ~~sets forth certain condensed historical financial data for the Company expressed as a percentage of net revenues for each of the periods indicated:~~

On March 20, 2006 the Board of Directors of ALH Holding Inc. resolved to discontinue the sale of Ajax finished goods, which discontinuance was completed in 2006. In connection with this discontinuation, we recorded a non-cash charge of $1.4 million for impairment in the quarter ending March 31, 2006 for the reduction in the value of the Ajax trademark resulting from such discontinuance. The non-cash impairment charge recorded in the quarter ending March 31, 2006 was a result of the Company’s determination that the best course of action for the Ajax trademark would be to sell this product line to a third party. This amount is recorded within the securitization, impairment and other costs line item of the Condensed Consolidated Statements of Operations.

Costs Associated With Exit or Disposal Activities

On October 12, 2005 the Company committed to a plan to close its Marianna, Florida facility (the “Facility”) and consolidate the manufacture and design of the Facility’s product lines into its existing Ripon, Wisconsin operations. The Company substantially completed the facility closure and consolidation as of July 30, 2006.

	Nine Months Ended
	September 30, 2002		September 30, 2001
Net revenues	100.0	%	100.0	%
Cost of sales	71.0	%	75.0	%
Gross profit	29.0	%	25.0	%
Selling, general and administrative expense	12.0	%	11.7	%
Nonrecurring costs	0.2	%	—
Operating income	16.8	%	13.3	%
Net income (loss) before cumulative effect of accounting change	5.1	%	(0.5	%)

The total cash costs and expenses associated with the Facility closure and transition of product lines to Wisconsin are estimated to be approximately $10.3 million, comprised of (1) approximately $3.2 million of one-time termination benefits and relocation costs; (2) approximately $2.7 million of other labor related costs including training and temporary living expenses; (3) approximately $2.1 million related to the relocation of the Facility’s tooling and equipment; and (4) approximately $2.3 million of other related expenses. Of the $10.3 million, $0.7 million was incurred in the quarter ended March 31, 2007, $8.8 million was incurred in the year ended December 31, 2006 and $0.6 million was incurred in the period January 28, 2005 through December 31, 2005. The remaining $0.2 million is expected to be incurred in the second quarter of 2007 and relates primarily to continuing Facility costs prior to disposition.

~~Net~~The ~~revenues. Net~~table below ~~revenues~~summarizes ~~for~~ the ~~nine~~ ~~months~~costs ~~ended~~incurred ~~September~~for ~~30,~~each ~~2002~~of ~~decreased $1.9 million, or 1.0%, to $189.2 million from $191.1 million for~~ the ~~nine~~specified ~~months~~periods ~~ended September 30, 2001. This decrease was primarily attributable to lower commercial laundry revenue of $2.4 million~~ and ~~higher~~also ~~service~~summarizes ~~parts~~where ~~revenue~~such ofcosts ~~$0.5~~are ~~million.~~reflected ~~The decrease~~ in ~~commercial laundry revenue was due primarily to lower North American equipment revenue of $0.6 million and lower international revenue of $2.2 million, partially offset by higher earnings from~~ the Company’s ~~off-balance~~Condensed ~~sheet~~Consolidated ~~equipment~~Statements ~~financing program~~ of ~~$0.4~~Operations: million. The decrease in North American equipment revenues was primarily due to lower revenues from on-premise laundries partially offset by higher revenues from multi-housing laundries. Revenue from international customers was lower due to the discontinuance of sales to a foreign customer under a private label contract and higher sales to the Mexican government in 2001 under a one time contract.

Gross profit. Gross profit for the nine months ended September 30, 2002 increased $7.0 million, or 14.6%, to $54.8 million from $47.8 million for the nine months ended September 30, 2001. This increase was primarily attributable to favorable manufacturing efficiencies and $1.5 million of favorable impact in 2002 resulting from a change in accounting principle whereby goodwill is no longer amortized. (See Note 3). Gross profit as a percentage of net revenues increased to 29.0% for the nine months ended September 30, 2002 from 25.0% for the nine months ended September 30, 2001.


	Three Months Ended
	March 31, 2007		March 31, 2006
Cash costs:
One-time termination benefits and relocation	$	323	$	298
Other labor related costs		80		593
Relocation of the Facility’s tooling and equipment		103		110
Other related expenses		148		84

Total closure costs	$	654	$	1,085

Selling, general and administrative expense	$	124	$	657
Securitization, impairment and other costs		530		428

Total closure costs	$	654	$	1,085

~~Selling,~~NOTE ~~general and administrative expense. Selling, general and administrative expenses for the nine months ended September 30, 2002 increased $0.1 million, or 0.6%, to $22.6 million from $22.~~5 ~~million for the nine months ended September 30, 2001~~. ~~The~~ASSET ~~increase~~BACKED inFACILITY selling, general and administrative expenses was primarily due to higher pension expense of $1.1 million and higher independent development expenses of $0.4 million, partially offset by lower one-time expenses related primarily to the relocation of Cincinnati, Ohio production lines to Marianna, Florida of $0.9 million and a lower loss on sales of qualified accounts receivable of $0.5 million. Selling, general and administrative expenses as a percentage of net revenues increased to 12.0% for the nine months ended September 30, 2002 from 11.7% for the nine months ended September 30, 2001.

~~Nonrecurring costs. Nonrecurring~~According ~~costs~~to ~~for~~SFAS ~~the~~No. 125 ~~nine~~and ~~months~~140, ~~ended~~a ~~September~~transfer ~~30,~~of ~~2002~~financial ~~were~~assets ~~$0.5~~in ~~million.~~which ~~The~~the ~~2002~~transferor ~~costs~~surrenders ~~were~~control ~~due~~over tothose ~~the~~assets ~~write-off~~is ofaccounted ~~costs~~for ~~incurred~~as ~~while~~a ~~pursuing~~sale anto ~~initial~~the ~~public~~extent ~~offering~~that ~~through~~consideration aother ~~Canadian~~than ~~Income Trust~~beneficial interests in the ~~second~~transferred ~~quarter~~assets is received in exchange. ~~Due~~The toCompany ~~market~~sells ~~conditions,~~all ~~management~~of ~~determined~~its ~~that~~trade ~~such~~receivables and eligible note receivables to third parties through a ~~public~~special-purpose ~~offering~~bankruptcy ~~was~~remote ~~not~~entity ~~advantageous~~designed to meet the ~~Company~~SFAS atNo. 125 ~~that~~and 140 ~~time.~~requirements ~~Nonrecurring~~for ~~costs~~sale astreatment. aAccordingly, ~~percentage~~the ofCompany ~~net~~removes ~~revenues~~these ~~increased~~receivables tofrom ~~0.2%~~its ~~for~~balance ~~the~~sheet ~~nine~~at ~~months~~the ~~ended September~~time ~~30,~~of ~~2002~~transfer.

In a subordinated capacity, we retain rights to the residual portion of cash flows, including interest earned, from the note receivables sold. This retained beneficial interest is recorded at its estimated fair value at the balance sheet date. In determining the gain on sales of note receivables, the investment in the sold receivable pool is allocated between the portion sold and the portion retained, based on their relative fair values. The Company generally estimates the fair values of its retained interests based on the present value of expected future cash flows to be received, using its best estimate of key assumptions, including credit losses, prepayment rates, interest rates and discount rates commensurate with the risks involved. Unrealized gains and losses resulting from changes in the estimated fair value of the Company’s retained interests are recorded as other comprehensive income (loss). Impairment losses are recognized when the estimated fair value is less than the carrying amount of the retained interest in accordance with EITF 99-20.

~~Operating~~On ~~income. As~~June 28, 2005, Alliance Laundry, through a ~~result~~special-purpose ofbankruptcy ~~the~~remote ~~foregoing~~subsidiary, Alliance ~~operating~~Laundry ~~income~~Equipment ~~for~~Receivables ~~the~~2005 ~~nine~~LLC ~~months~~(“ALER ~~ended~~2005”), ~~September~~and 30a trust, ~~2002~~Alliance ~~increased~~Laundry Equipment Receivables Trust 2005-A (“ALERT 2005A”), entered into a four year $6330.40 million revolving credit facility (the “Asset Backed Facility”), orbacked 25by equipment loans and trade receivables originated by us.3% During the first four years of the Asset Backed Facility, Alliance Laundry is permitted, from time to time, to sell its trade receivables and certain equipment loans to the special-purpose subsidiary, which in turn will transfer them to the trust. The trust finances the acquisition of the trade receivables and equipment loans through borrowings under the Asset Backed Facility in the form of funding notes, which are limited to an advance rate of approximately 95% for equipment loans and 60-70% for trade receivables. Funding availability for trade receivables is limited to a maximum of $3160.70 million, ~~from~~while funding for equipment loans is limited at $25330.3 0 million less the amount of funding outstanding for trade receivables. Funding for the ~~nine~~trade ~~months~~receivables ~~ended~~and ~~September~~equipment 30loans is subject to certain eligibility criteria, ~~2001~~including concentration and other limits, which are standard for transactions of this type. ~~Operating~~After ~~income~~four asyears from the closing date, which is June 27, 2009, (or earlier in the event of a ~~percentage~~rapid amortization event or an event of ~~net~~default), ~~revenues~~the ~~increased~~trust will not be permitted to ~~16.8%~~request ~~for~~ new borrowings under the facility and the outstanding borrowings will amortize over a period of up to nine ~~months~~years. ~~ended~~As ~~September~~of 30March 31, ~~2002~~2007, ~~from~~the ~~13.3%~~balance ~~for~~of variable funding notes due to lenders under the ~~nine~~Asset ~~months~~Backed ~~ended~~Facility ~~September~~for ~~30,~~equipment ~~2001~~loans was $231.2 million.

~~Interest expense. Interest~~Additional ~~expense~~advances ~~for~~under the ~~nine~~Asset ~~months~~Backed ~~ended~~Facility ~~September~~are ~~30,~~subject ~~2002 decreased $6.3 million, or 24.1%,~~ to ~~$20.0~~certain ~~million~~continuing ~~from $26.3 million for the nine months ended September 30~~conditions, ~~2001.~~including ~~Interest~~but ~~expense~~not inlimited ~~2002~~to ~~includes a~~(i) covenant ~~favorable~~restrictions ~~non-cash~~relating ~~adjustment of $0.9 million~~ to ~~reflect~~the ~~changes~~weighted inaverage ~~the~~life, ~~fair~~weighted ~~values~~average of interest rate, ~~swap~~and ~~agreements which expired during~~ the ~~first~~amount ~~quarter~~ of ~~2002.~~fixed ~~Interest~~rate ~~expense~~equipment inloans ~~2001~~held ~~included~~by anthe ~~unfavorable~~trust; ~~non-cash~~(ii) the ~~adjustment~~absence of ~~$1.6~~a ~~million related~~rapid toamortization ~~these~~event ~~agreements.~~or ~~Interest~~event ~~expense~~of ~~was~~default, ~~also~~as ~~lower~~defined; in(iii) our compliance, ~~2002~~ as aservicer, ~~result~~with ofcertain ~~lower~~financial ~~interest~~covenants; ~~rates~~ and a(iv) no ~~reduction~~event inhaving ~~total~~occurred ~~debt~~which ~~outstanding~~materially ofand ~~$17.8~~adversely ~~million,~~affects orour 5operations.3% ~~since December of 2000.~~

~~Loss~~The ~~from~~variable ~~early~~funding ~~extinguishment~~notes ofissued ~~debt. Loss~~under ~~from~~the ~~early~~Asset ~~extinguishment~~Backed ofFacility ~~debt~~will ~~for~~commence amortization and borrowings under the ~~nine~~Asset ~~months~~Backed ~~ended September~~Facility 30will cease prior to June 27, ~~2002~~2009 ~~was~~upon ~~$2.0~~the ~~million.~~occurrence ~~The~~of ~~Company~~certain “rapid ~~entered~~amortization ~~into~~events” anwhich ~~amended~~include: ~~and~~(i) a ~~restated~~borrowing ~~credit~~base ~~agreement~~shortfall ~~dated~~exists asand ofremains ~~August~~uncured; 2(ii) delinquency, ~~2002.~~dilution Asor adefault ~~result,~~ratios on pledged receivables and equipment loans exceeding certain specified ratios in any given month; (iii) the ~~Company~~days ~~recorded~~sales outstanding on receivables exceed a ~~loss~~specified onnumber ~~early~~of ~~extinguishment~~days; (iv) the occurrence and continuance of ~~debt~~an event of ~~$2.0~~default ~~million~~or servicer default under the Asset Backed Facility, toincluding ~~write-off~~but ~~unamortized~~not limited ~~debt~~to, ~~issuance~~as ~~costs~~servicer, ~~related~~a tomaterial ~~its~~adverse ~~prior~~change ~~term~~in ~~loan~~our business or financial condition and ~~revolving~~our ~~credit~~compliance ~~facilities~~with certain required financial covenants; and (v) a number of other specified events.

~~Net~~The ~~income~~risk (of loss) ~~before~~to the note purchasers under the Asset Backed Facility resulting from default or dilution on the trade receivables and equipment loans ~~cumulative~~is ~~effect~~protected by credit enhancement, provided by us in the form of ~~accounting~~cash ~~change~~reserves, letters of credit and over collateralization. As aFurther, ~~result~~the timely payment of interest and the ~~foregoing,~~ultimate ~~net~~payment ~~income~~of ~~before~~principal ~~cumulative~~on ~~effect~~the facility are guaranteed by Ambac Assurance Corporation. All of ~~accounting~~the ~~change~~residual ~~for~~beneficial interests in the ~~nine~~trust ~~months~~and ~~ended~~cash ~~September~~flows ~~30,~~remaining ~~2002~~from ~~increased~~the ~~$10.6~~pool ~~million~~of receivables and loans after payment of all obligations under the Asset Backed Facility would accrue to ~~net~~the ~~income~~benefit ~~before~~of Alliance ~~cumulative~~Laundry. ~~effect~~Except for the retained interests and amounts of ~~accounting~~the ~~change~~letters of ~~$9.7~~credit ~~million~~outstanding asfrom ~~compared~~time to atime ~~net~~as ~~loss~~credit ~~before~~enhancement, ~~cumulative~~the ~~effect~~Company ofprovides ~~accounting~~no ~~change~~support or recourse for the risk of $0loss relating to default on the assets transferred to the trust.9 ~~million~~The Company also retains the servicing rights and receives a servicing fee for the ~~nine~~trade ~~months~~receivables ~~ended~~and ~~September~~equipment 30loans sold, ~~2001.~~and ~~Net~~we ~~income~~are ~~before~~paid ~~cumulative~~an ~~effect~~annual ofservicing ~~accounting~~fee ~~change~~equal ~~as a~~to ~~percentage~~1.0% of ~~net~~the ~~revenues~~aggregate ~~increased~~balance toof 5such trade receivables and equipment loans.1% ~~for~~Since the ~~nine~~servicing ~~months~~fee ~~ended~~adequately ~~September~~compensates 30the Company for the retained servicing rights, ~~2002~~the ~~from~~Company (0does not record a servicing asset or liability.~~5%)~~ ~~for~~The servicing fee is recognized as collected over the ~~nine~~remaining ~~months~~terms ~~ended~~of the ~~September~~trade ~~30,~~receivables ~~2001~~and equipment loans sold.

~~Cumulative~~The ~~effect~~estimated offair ~~accounting~~value ~~change. Effective~~of ~~April~~Alliance 1,Laundry’s ~~2001,~~beneficial ~~the~~interests ~~Company~~in ~~adopted~~ the ~~provisions of Emerging Issues Task Force (EITF) Issue No. 99-20 “Recognition~~accounts ofreceivable ~~Interest Income~~ and ~~Impairment~~notes onsold ~~Purchased~~to ~~and~~ALERT ~~Retained~~2005A ~~Beneficial~~are ~~Interests~~based inon ~~Securitized Financial Assets.” In accordance with~~ the ~~impairment~~amount ~~provisions~~and timing of ~~EITF~~expected ~~99-20,~~distributions ~~upon~~to ~~adoption~~Alliance inLaundry ~~2001~~as the ~~Company recognized a $2.0 million non-cash~~ ~~write-down of the Company’s retained interests in its securitization transactions.~~

Net income (loss). As a result of the foregoing, net income for the nine months ended September 30, 2002 increased $12.7 million to net income of $9.7 million as compared to a net loss of $3.0 million for the nine months ended September 30, 2001. Net income (loss) as a percentage of net revenues increased to 5.1% for the nine months ended September 30, 2002 from (1.6%) for the nine months ended September 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

On August 2, 2002 the Company amended and restated its May of 1998 credit agreement with a syndicate of financial institutions. The new amended and restated credit facility (the “Senior Credit Facility”) is comprised of a term loan facility aggregating $193.0 million (the “Term Loan Facility”) and a $45.0 million revolving credit facility (the “Revolving Credit Facility”). Among other modifications, the amended and restated agreement extends the Senior Credit Facility termination date from May 5, 2003 to August 6, 2007.

~~The new Senior Credit Facility continues to be subject to certain financial~~ ~~ratios~~holder ~~and tests, similar to those included in the prior facilities. The new Senior Credit Facility allows a maximum ratio~~ of ~~consolidated debt to EBITDA (as defined by~~ the ~~Senior~~trust’s ~~Credit~~residual ~~Facility)~~equity ~~at December 31, 2002 of 6~~interests.0 ~~whereas~~Such ~~under~~distributions ~~the~~may ~~prior credit~~be ~~facilities~~substantially ~~the~~deferred ~~maximum~~or ~~allowed under this ratio was 5.25 at December 31~~eliminated, ~~2002.~~and ~~Management~~result ~~believes~~in ~~that~~an ~~future~~impairment ~~cash~~of ~~flows~~our residual ~~from operations~~interests, ~~together~~if ~~with~~repayment ~~available~~of ~~borrowings under~~ the ~~Revolving~~variable ~~Credit~~funding ~~Facility,~~notes ~~will~~issued beby ~~adequate~~ALERT to2005A ~~meet~~are ~~the Company’s~~accelerated ~~anticipated~~upon ~~requirements~~an ~~for~~event ~~capital~~of ~~expenditures,~~default ~~working~~or ~~capital,~~rapid ~~interest~~amortization ~~payments,~~event ~~scheduled~~described ~~principal payments and other debt repayments while achieving all required covenant requirements under the new credit facilities~~above.

~~The~~At ~~Term~~March 31, ~~Loan~~2007 ~~Facility~~our isretained ~~also~~interest ~~subject~~in trade accounts receivable sold to ~~mandatory~~ALER ~~prepayment~~2005 ~~with~~was $23.6 million and our estimated fair value of beneficial interests in notes sold was $18.5 million. We generally estimate the ~~proceeds~~fair values of ~~certain~~our ~~debt~~retained ~~incurrences~~interests based on the present value of expected future cash flows to be received, ~~asset~~ ~~sales~~using ~~and~~our abest ~~portion~~estimate of ~~Excess~~key ~~Cash~~assumptions, ~~Flow~~including ~~(as~~credit ~~defined~~losses, inprepayment ~~its~~rates, ~~amended~~interest rates and ~~restated~~discount ~~credit~~rates ~~agreement~~commensurate with ~~dated~~the risks involved. These estimates are consistent with the methods used as of ~~August 2~~December 31, ~~2002)~~2006.

~~The~~NOTE ~~Company’s principal sources of liquidity are cash flows generated from operations and borrowings under its $45~~6.0 ~~million~~GOODWILL ~~Revolving~~AND ~~Credit~~OTHER ~~Facility. The Company’s principal uses of liquidity are to meet debt~~INTANGIBLES service requirements, finance the Company’s capital expenditures and provide working capital. The Company expects that capital expenditures in 2002 will not exceed $4.0 million. The Company expects the ongoing requirements for debt service, capital expenditures and working capital will be funded by internally generated cash flow and borrowings under the Revolving Credit Facility.

AsThe ofchanges ~~September~~in ~~30, 2002,~~ the ~~Company~~carrying ~~has~~value ~~$318.8 million~~ of ~~combined~~goodwill ~~indebtedness~~for ~~outstanding, consisting of outstanding debt of $188.0 million under~~ the ~~Term~~three ~~Loan~~months ~~Facility,~~ended ~~$110.0 million of senior subordinated notes and $19.4 million of junior subordinated notes~~March 31, ~~$0.7~~2007 ~~million~~are ofsummarized ~~borrowings~~below: pursuant to a Wisconsin Community Development Block Grant Agreement and $0.7 million of borrowings pursuant to an equipment financing transaction with Alliant Energy – Wisconsin Power & Light Company. At September 30, 2002 there were no borrowings under the Company’s Revolving Credit Facility. Letters of credit issued on the Company’s behalf under the Revolving Credit Facility totaled $15.4 million at September 30, 2002. As a result, at September 30, 2002 the Company had $29.6 million of its $45.0 million Revolving Credit Facility available subject to certain limitations under the new Senior Credit Facility. After considering such limitations, which relate primarily to the maximum ratio of consolidated debt to EBITDA, the Company could have borrowed $43.4 million at September 30, 2002 in additional indebtedness under the Revolving Credit Facility. Additionally, at September 30, 2002 the Company could have sold additional trade receivables of approximately $4.7 million to finance its operations.

The new Term Loan Facility amortizes quarterly and is repayable in the following aggregate amounts:


	Goodwill
Balance at December 31, 2006	$	180,778
Change in CLD Acquisition Goodwill		152
Currency translation		399

Balance at March 31, 2007	$	181,329

Year	Amount Due
	(Dollars in millions)
2002	$	2.5
2003	$	9.9
2004	$	12.3
2005	$	14.8
2006	$	19.7
2007	$	128.8

Identifiable intangible assets, which are subject to amortization, consist primarily of customer agreements and distributor networks which are amortized over the assets’ estimated useful lives ranging from three to twenty years; engineering drawings, product designs and manufacturing processes, which are amortized over their estimated useful lives ranging from four to fifteen years; noncompete agreements which are amortized over their estimated useful lives of 2 years and computer software and patents which are amortized over their estimated useful lives ranging from three to twenty years. Intangible assets also include certain trademarks and tradenames, which have an indefinite life. Such assets are not amortized, but will be subject to an annual impairment test pursuant to SFAS No. 142, “Goodwill and Other Intangible Assets.” Amortization expense associated with identifiable intangible assets was as follows:

The ~~Company’s~~following ~~Asset~~is ~~Backed~~a ~~Facility~~summary ~~provides $250.0 million~~ of ~~off-balance sheet~~identifiable ~~financing~~intangible ~~for~~assets trade receivables and equipment loans. The finance programs have been and will continue to be structured in a manner that qualifies for off-balance sheet treatment in accordance with generally accepted accounting principles. It is expected that under the Asset Backed Facility, the Company will continue to act as ~~originator and servicer~~ of ~~the~~March 31, ~~equipment~~2007 ~~financing promissory notes~~ and ~~the trade receivables. The Company’s Asset Backed Facility is scheduled to expire on~~ ~~May 5~~December 31, ~~2003.~~2006: ~~The Company currently expects to replace this facility within the fourth quarter of 2002.~~

The Company’s ability to make scheduled payments of principal of, or to pay the interest or liquidated damages, if any, on, or to refinance, its indebtedness, or to fund planned capital expenditures, will depend upon its future performance, which, in turn, is subject to general economic, financial, competitive and other factors that are beyond its control. Based upon the current level of operations and anticipated growth, management believes that future cash flow from operations, together with available borrowings under the new Revolving Credit Facility, will be adequate to meet the Company’s anticipated requirements for capital expenditures, working capital, interest payments and scheduled principal payments. There can be no assurance, however, that the Company’s business will continue to generate sufficient cash flow from operations in the future to service its debt and make necessary capital expenditures after satisfying certain liabilities arising in the ordinary course of business. If unable to do so, the Company may be required to refinance all or a portion of its existing debt, to sell assets or to obtain additional financing. There can be no assurance that any such refinancing would be available or that any such sales of assets or additional financing could be obtained.


	March 31, 2007						December 31, 2006
	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Identifiable intangible assets:
Trademarks and tradenames	$	112,810	$	—	$	112,810	$	112,778	$	—	$	112,778
Customer agreements and distributor network		30,937		7,410		23,527		30,893		6,491		24,402
Engineering and manufacturing designs and processes		15,704		2,396		13,308		15,601		1,907		13,694
Noncompete agreements		1,796		636		1,160		1,772		406		1,366
Patents		281		16		265		276		14		262
Computer software and other		1,077		531		546		1,075		469		606

	$	162,605	$	10,989	$	151,616	$	162,395	$	9,287	$	153,108

OnNOTE ~~October 1, 2002, Alliance Laundry Systems Income Fund (the “Fund”) and the Company announced that the Fund filed a preliminary prospectus with securities regulators across Canada~~7. ~~The~~INVENTORIES ~~Fund has been created to acquire an indirect ownership interest in the Company and will make monthly distributions of its available cash to the holders of its units.~~

~~The~~Inventories ~~Fund~~are ~~expects~~stated toat ~~use~~cost ~~the~~using ~~net proceeds from its initial public offering to acquire an indirect ownership interest in~~ the Company. The Company expects to use the proceeds from the sale of such ownership interest to reduce existing debt and acquire other securities and to ultimately provide it with the flexibility to fund future acquisitions and product development. Specificallyfirst-in, on November 4, 2002 the Company commenced an offer to purchase for cash and solicitation of consents relating to its outstanding 9 5/8% Senior Subordinated Notes. The offer to purchase is conditioned upon the completion of the units offering by the Fund and the Company’s receipt of sufficient funds from the sale of an indirect ownership interest to the Fund. In the event the Company repurchases a portion or all of its outstanding 9 5/8% Senior Subordinated Notes, the Company would be required to writefirst-~~off~~out amethod ~~proportionate~~but ~~amount~~not ofin ~~related~~excess ~~unamortized debt issuance costs. The total amount~~ of ~~unamortized~~net ~~debt~~realizable ~~issuance costs related to the 9 5/8% Senior Subordinated Notes was $3.9 million at September 30~~value, ~~2002.~~and ~~The~~consist ~~closing~~ of the ~~public~~following: offering is subject to regulatory approval. The units of the Fund have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Historical


	March 31, 2007			December 31, 2006
Materials and purchased parts	$	26,325		$	21,883
Work in process		6,631			7,155
Finished goods		29,895			23,109
Inventory reserves		(2,726	)		(2,401	)

	$	60,125		$	49,746

~~Cash~~The ~~generated~~Company ~~from~~recorded ~~operations~~inventories ~~for~~acquired in the ~~nine~~CLD ~~months~~Acquisition ~~ended~~at ~~September~~fair ~~30,~~market ~~2002~~value. ofThis ~~$20.3~~resulted ~~million~~in ~~was~~a ~~principally derived from operations (~~net ~~income~~write-up ~~adjusted~~of ~~for~~$3.2 ~~depreciation,~~million. ~~amortization,~~This ~~non-cash~~amount ~~interest,~~was ~~non-cash~~expensed ~~loss~~in ~~from~~cost ~~early extinguishment~~ of ~~debt~~sales ~~and~~in ~~gains~~the onthird ~~sale of property, plant~~ and ~~equipment)~~fourth ~~which~~quarters ~~was partially offset by lower sales~~ of ~~accounts~~2006 ~~receivable~~as ~~under~~this ~~the~~inventory ~~Asset~~was ~~Backed~~sold.

NOTE 8. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

On January 25, 2006 the Company received $1.0 million in borrowings, evidenced by two promissory notes, pursuant to a Wisconsin Community Development Block Grant Agreement (the “Agreement”), dated January 6, 2006, between the Wisconsin Department of Commerce, Alliance Laundry and Fond du Lac County, Wisconsin. The first promissory note, in the amount of $0.5 million bears interest at an annual rate of 2%, with monthly payments of interest and principal that commenced January 1, 2007 and a final installment to be paid on December 1, 2010, subject to the covenants of the Agreement. The second promissory note, in the amount of $0.5 million bears interest at an annual rate of 2%, with monthly payments of interest and principal commencing January 1, 2009 and a final installment to be paid on December 1, 2010, subject to the covenants of the Agreement. A portion or the entire amount of this second promissory note may be forgiven if the Company meets certain job creation and retention requirements as outlined in the promissory note.

On July 14, 2006 Alliance Laundry, Alliance Holdings, Lehman Commercial Paper Inc., as administrative agent and lender, and the other parties named therein as lenders, entered into an amendment (the “Amendment”) to the credit agreement, dated as of January 27, 2005 (the “Credit Agreement”), among Alliance Laundry, Alliance Holdings, ALH Finance LLC, Lehman Commercial Paper Inc., as administrative agent, and the several banks and other financial institutions party thereto. The Amendment amends the Credit

~~Facility.~~ Agreement ~~The~~under ~~working~~which ~~capital~~the ~~investment~~Company inhas ~~accounts~~outstanding ~~receivable~~$222.0 atmillion ~~September~~of 30borrowings at March 31, ~~2002~~2007 ofto ~~$15.1~~(i) provide ~~million~~for ~~increased~~an additional $460.70 million asof term ~~compared~~loans tounder the ~~balance~~ ofCredit Agreement term loan facility; (ii) increase the revolving credit commitments to $1055.40 million atfrom ~~December~~$50.0 ~~31,~~million ~~2001,~~under ~~which~~the ~~was~~Credit ~~primarily~~Agreement ~~attributable~~revolving tocredit ~~selling~~facility; ~~less~~(iii) permit ~~accounts~~the ~~receivable~~acquisition ~~through~~of ~~Alliance~~CLD; (iv) modify ~~Laundry~~certain ~~Receivable~~negative ~~Warehouse~~covenants ~~(“ALRW”)~~in the Credit Agreement, including (a) adjusting ~~special-purpose~~the ~~single~~calculation ~~member~~of ~~limited~~the ~~liability~~consolidated ~~company.~~leverage ~~The investment~~ratio, in(b) adjusting ~~notes~~the ~~receivable~~calculation atof ~~September~~the 30consolidated interest coverage ratio, ~~2002~~(c) increasing the ofannual ~~$10.3~~ordinary ~~million~~course ~~increased~~capital ~~$1.8~~expenditures ~~million~~permitted asby ~~compared~~Alliance toLaundry ~~the~~and ~~balance~~its ofsubsidiaries to $813.50 million atfrom ~~December~~$10.0 31million, ~~2001,~~for ~~which~~fiscal ~~was~~years ~~primarily~~2007 ~~attributable~~through to2012, ~~the~~and ~~increase~~(d) increasing inthe ~~ineligible~~maximum ~~loans~~permitted ~~under~~debt ~~the~~Alliance ~~Asset Backed~~Laundry’s ~~Facility~~non-U.S. ~~The~~subsidiaries ~~investment~~may inincur ~~inventory~~without atrestriction ~~September~~to ~~30, 2002 of~~ $~~27.~~5.0 million ~~decreased~~from $2.45 million; as(v) revising ~~compared~~the toprocedure for term loan borrowing; (vi) revising the ~~balance~~term ofloan ~~$29.9~~repayment ~~million~~schedule atto ~~December~~require ~~31,~~repayment ~~2001~~in 22 quarterly installments of $0.6 ~~Accounts~~million ~~payable~~which atcommenced ~~September~~on September 30, ~~2002~~2006, and one installment of $11222.61 million, ~~decreased~~or ~~$0.6~~such ~~million~~lesser ~~as compared~~amount then outstanding, on January 27, 2012; and (vii) making conforming changes to the ~~balance~~definitions ofcontained ~~$12~~therein.2 ~~million~~This Amendment atdid ~~December~~not ~~31,~~affect ~~2001~~interest rates charged under the Credit Agreement.

~~Net~~On ~~cash~~July 14, ~~provided~~2006, byas ~~operating~~a ~~activities~~result ~~for~~of the ~~nine~~ ~~months~~CLD ~~ended September 30~~Acquisition, ~~2002 of $20.3 million increased by $12.6 million as compared to~~ the Company ~~nine~~assumed ~~months~~certain ~~ended~~capital ~~September~~lease ~~30,~~obligations ~~2001.~~which ~~This~~consist ~~increase was~~ primarily ~~due to lower net cash used in changes in assets and liabilities~~ of ~~$4.2~~a ~~million, and~~capital anlease ~~increase~~obligation ~~in net cash provided by operations~~ of approximately $81.45 million for ~~the~~a ~~nine~~laser ~~months~~cutter ~~ended~~in ~~September~~its 30Wevelgem, ~~2002~~Belgium ~~as compared to the nine months ended September 30, 2001~~facility. ~~The~~This ~~lower~~capital ~~net~~lease ~~cash~~commenced ~~impact from changes~~ in ~~assets~~November 2005 and ~~liabilities for the nine~~requires ~~months~~monthly ~~ended~~payments ~~September 30, 2002~~ of approximately $~~4.2~~34 ~~million~~thousand ~~was~~through ~~largely~~October ~~due to decreased working capital changes in notes receivable and beneficial interests in securitized financial assets, which were partially offset by lower accounts payable~~2010.

~~Capital~~NOTE ~~Expenditures~~9. COMMITMENTS AND CONTINGENCIES

~~The~~Various ~~Company’s~~claims ~~capital~~and ~~expenditures~~legal ~~for~~proceedings ~~the~~generally ~~nine~~incidental ~~months~~to ~~ended~~the ~~September~~normal ~~30,~~course ~~2002~~of ~~and~~business ~~September~~are ~~30,~~pending ~~2001~~or ~~were~~threatened ~~$1.8~~against ~~million and $4~~us.7 ~~million,~~While ~~respectively.~~the ~~Capital~~Company ~~spending~~cannot predict inthe ~~2002~~outcome ~~was~~of ~~principally~~these ~~oriented~~matters, ~~toward~~in ~~product enhancements~~the ~~and~~opinion ~~manufacturing~~of ~~process improvements~~management, ~~while~~any ~~spending~~liability inarising ~~2001~~thereunder ~~was~~will ~~principally~~not ~~oriented~~have ~~toward~~a ~~reducing~~material ~~manufacturing~~adverse ~~costs~~effect ~~and~~on ~~transitioning~~the ~~press~~business, ~~and~~financial ~~finishing~~condition ~~equipment~~and ~~production~~results ~~from~~of aoperations ~~prior~~after ~~facility~~giving effect to ~~the~~provisions ~~Company’s Marianna,~~already ~~Florida manufacturing facility~~recorded.

~~RECENTLY~~Environmental, ~~ISSUED~~Health ~~ACCOUNTING~~and ~~PRONOUNCEMENTS~~Safety Matters

InWe ~~June~~are ~~2001~~subject to comprehensive and frequently changing federal, ~~the~~state ~~Financial~~and ~~Accounting~~local ~~Standards~~environmental ~~Board~~and ~~issued~~occupational ~~Statement~~health and safety laws and regulations, including laws and regulations governing emissions of ~~Financial~~air pollutants, ~~Accounting~~discharges ~~Standards~~of Nowaste and storm water and the disposal of hazardous wastes. ~~143, “Accounting~~The Company is also subject to liability for ~~Asset~~the ~~Retirement~~investigation ~~Obligations.”~~and ~~This~~remediation ~~statement~~of ~~addresses~~environmental contamination (including contamination caused by other parties) at the ~~financial~~properties ~~accounting~~it owns or operates and ~~reporting~~at ~~for~~other ~~obligations~~properties ~~associated~~where ~~with~~the Company or predecessors have arranged for the ~~retirement~~disposal of ~~tangible~~hazardous ~~long-lived~~substances. ~~assets~~As a result, we are involved, from time to time, in administrative and judicial proceedings and inquiries relating to environmental matters. There can be no assurance that we will not be involved in such proceedings in the ~~associated~~future ~~asset~~and ~~retirement~~that the aggregate amount of future clean-up costs. ~~SFAS~~and ~~No. 143~~other isenvironmental ~~effective~~liabilities ~~for~~will ~~fiscal~~not ~~years~~have ~~beginning~~a ~~after~~material adverse ~~June~~effect 15on our business, ~~2002~~financial condition and results of operations. The Company isbelieves ~~currently~~that ~~reviewing~~its ~~this~~facilities ~~statement~~and tooperations ~~determine~~are ~~its~~in ~~effect~~material oncompliance ~~the~~with ~~Company’s~~all ~~financial~~environmental, ~~statements~~health and safety laws.

InNOTE ~~May 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No~~10. ~~145,~~GUARANTEES “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections as of April 2002.” This statement, among other things, rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt” and provides that debt extinguishments that do not meet the criteria for classification as extraordinary items should not be classified as extraordinary. The Company has adopted this statement.

InThe ~~June 2002~~Company, through its special-purpose bankruptcy remote subsidiary entered into the ~~Financial~~$330.0 ~~Accounting~~million ~~Standards~~Asset ~~Board~~Backed ~~issued~~Facility ~~Statement~~as ofdescribed ~~Financial~~in ~~Accounting~~Note ~~Standards~~5 Noabove. ~~146,~~Pursuant ~~“Accounting~~to ~~for~~the ~~Exit~~terms orof ~~Disposal~~the ~~Activities.”~~Asset ~~This~~Backed ~~statement~~Facility, ~~addresses~~we provide credit enhancement to the note purchasers including an ~~recognition,~~irrevocable ~~measurement~~letter of credit, ~~and~~which ~~reporting~~is an unconditional lending commitment of ~~costs~~the ~~associated~~lenders ~~with~~under ~~exit~~the ~~and~~Senior ~~disposal~~Credit ~~activities~~Facility, ~~including~~subject ~~restructuring~~to certain limits. We are obligated under the reimbursement provisions of the Senior Credit Facility to reimburse the lenders for any

~~activities~~ drawings ~~that~~on ~~are~~the ~~currently~~credit ~~accounted~~enhancement ~~for~~by ~~pursuant~~the tofacility ~~the~~indenture ~~guidance~~trustee. ~~that~~If the ~~Emerging~~credit ~~Issues~~enhancement ~~Task~~is ~~Force~~not ~~(EITF)~~replenished ~~has~~by ~~set~~us ~~forth~~after ina ~~EITF~~drawing, ~~Issue~~the ~~No. 94-3,~~trust ~~“Liability~~will ~~Recognition~~not be ~~for~~permitted ~~Certain~~to ~~Employee~~request ~~Termination~~new ~~Benefits~~borrowings ~~and~~under ~~Other~~the ~~Costs~~Asset toBacked ~~Exit~~Facility anand ~~Activity~~the ~~(including~~Asset ~~Certain~~Backed ~~Costs~~Facility ~~Incurred~~will inbegin ato ~~Restructuring)~~amortize.” The ~~scope~~amount of the ~~current~~irrevocable ~~statement~~letter ~~also~~of ~~includes~~credit ~~(1) costs~~ related to ~~terminating~~ ~~a contract that is not a capital lease and (2) termination benefits that employees who are involuntarily terminated receive under~~ the ~~terms~~Asset ofBacked aFacility ~~one-time~~at ~~benefit~~March 31, ~~arrangement~~2007 ~~that~~was ~~is not an ongoing benefit arrangement or an individual~~$30.5 ~~deferred-compensation contract~~million. ~~SFAS No. 146 will be effective for exit or disposal activities that are initiated after December 31, 2002.~~

~~ITEM~~We 3offer warranties to our customers depending upon the specific product and the product use. Standard product warranties vary ~~QUANTITATIVE~~from ~~AND~~one ~~QUALITATIVE~~to ~~DISCLOSURES~~three ~~ABOUT~~years ~~MARKET~~for ~~RISK~~most parts with certain components extending to five years. Certain customers have elected to buy without warranty coverage. The standard warranty program requires that we replace defective components within a specified time period from the date of installation. We also sell separately priced extended warranties associated with our products. We recognize extended warranty revenues over the period covered by the warranty in accordance with FTB 90-1, “Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts.”

~~The~~We ~~Company~~record isan ~~potentially exposed~~estimate tofor ~~market~~future ~~risk~~warranty ~~associated~~related ~~with~~costs based ~~changes~~on inactual ~~interest~~historical ~~and~~incident ~~foreign exchange~~ rates. ~~From time to time the Company may enter into derivative financial instruments to hedge its interest rate exposures~~ and tocosts ~~hedge~~per ~~exchange~~incident ~~rate fluctuations between United States dollars and foreign currencies~~trends. AnBased ~~instrument~~on ~~will~~an beanalysis ~~treated~~of asthese aand ~~hedge~~other iffactors, ~~it is effective in offsetting~~ the ~~impact~~carrying amount of ~~volatility~~our inwarranty ~~the~~liability ~~Company’s~~is ~~underlying~~adjusted ~~exposures~~as necessary. ~~The~~While ~~Company~~our ~~does~~warranty ~~not~~costs ~~enter~~have ~~into~~historically ~~derivatives~~been ~~for speculative~~within ~~purposes.~~our ~~There~~calculated ~~have~~estimates, ~~been~~it nois ~~material~~possible ~~changes~~that infuture ~~the~~warranty ~~Company’s~~costs ~~market~~could ~~risk~~exceed ~~exposures as compared to~~ those ~~discussed in the Company’s Annual Report on Form 10-K (file no~~estimates. ~~333-56857), except as previously discussed, the Company’s interest rate swaps matured during the first quarter of 2002.~~

~~ITEM~~The 4. changes in the carrying amount of ~~CONTROLS~~our ~~AND~~total ~~PROCEDURES~~product warranty liability were as follows:

(a) The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chairman and Chief Executive Officer along with the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer concluded that as of October 30, 2002 the Company’s disclosure controls and procedures (1) are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings and (2) are adequate to ensure that information required to be disclosed by the Company in the reports filed or submitted by the Company under the Exchange Act is recorded, processed and summarized and reported within the time periods specified in the SEC’s rules and forms.


	Three Months Ended
	March 31, 2007			March 31, 2006
Balance at beginning of period	$	7,194		$	4,109
Currency translation adjustment		18			—
Accruals for current and pre-existing warranties issued during the period		1,128			747
Settlements made during the period		(1,053	)		(697	)

Balance at end of period	$	7,287		$	4,159

~~(b)~~NOTE ~~There~~11. ~~have~~INCOME ~~been~~TAXES ~~no significant changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.~~

~~FORWARD-LOOKING~~The ~~STATEMENTS~~income tax provision for the three months ended March 31, 2007 was determined by applying an estimated annual effective income tax rate of 34.8% to income before taxes. The estimated effective income tax rate was determined by applying statutory income tax rates to our annualized forecast of pretax income adjusted for certain permanent book to tax differences and tax credits. The effective income tax rate for the three months ended March 31, 2006 was 31.8%.

~~With~~There ~~the~~are ~~exception~~various offactors ~~the~~that ~~reported~~may ~~actual~~cause ~~results,~~our ~~the~~tax ~~information~~assumptions ~~presented~~to ~~herein~~change ~~contains~~in ~~predictions,~~the ~~estimates~~near orterm, ~~other~~and ~~forward-looking~~as ~~statements~~a ~~within~~result the ~~meaning~~Company may have ofto ~~Section~~increase ~~27A~~or ofdecrease ~~the~~its ~~Securities~~valuation ~~Act~~allowance ofagainst ~~1933,~~deferred asincome ~~amended,~~tax ~~and~~assets. ~~Section~~The ~~21E~~Company ofcannot ~~the~~predict ~~Securities~~whether ~~Act~~future ofU.S. ~~1934~~federal, asforeign ~~amended,~~and ~~including~~state ~~items~~income ~~specifically~~tax ~~discussed~~laws inand ~~the~~regulations ~~“Note~~might 3be –passed ~~Commitments~~that ~~and~~could ~~Contingencies”~~have ~~section~~a ofmaterial ~~this~~effect ~~document.~~on ~~Such~~its ~~forward-looking~~results ~~statements~~of ~~involve~~operations. ~~known~~The ~~and~~Company ~~unknown~~will ~~risks~~assess the impact of significant changes to the U.S. federal, ~~uncertainties~~foreign and ~~other~~state ~~factors~~income ~~that~~tax ~~may~~laws ~~cause~~and ~~actual~~regulations ~~results,~~on ~~performance~~a orregular ~~achievements~~basis ofand update the ~~Company~~assumptions and estimates used to ~~differ~~prepare ~~materially~~its ~~from~~consolidated financial ~~those~~statements when new regulations and legislation are enacted.

~~expressed~~The orCompany ~~implied~~adopted ~~by such forward-looking statements. Although~~ the ~~Company~~provisions ~~believes~~of ~~that~~Financial ~~its~~Standards ~~plans,~~Accounting ~~intentions~~Board ~~and~~Interpretation ~~expectations reflected in~~No. 48 ~~such~~“Accounting ~~forward-looking~~for ~~statements~~Uncertainty ~~are~~in ~~based~~Income onTaxes” ~~reasonable~~(“FIN ~~assumptions,~~48”) itan ~~can~~interpretation ~~give~~of noFASB ~~assurance~~Statement ~~that~~No. 109 ~~such~~(“SFAS ~~plans,~~109”) ~~intentions,~~on ~~expectations~~January 1, ~~objectives~~2007. orAs ~~goals~~a ~~will~~result beof ~~achieved.~~the ~~Important~~implementation ~~factors~~of ~~that~~FIN ~~could~~48, ~~cause~~the ~~actual~~Company ~~results~~recognized tono adjustment ~~differ~~in ~~materially from~~its ~~those~~liability ~~included~~for inunrecognized ~~forward-looking~~income ~~statements~~tax ~~include:~~benefits, ~~impact~~including ofinterest ~~competition;~~and ~~continued~~penalties. ~~sales~~Prior to ~~key~~January 27, ~~customers;~~2005, ~~possible~~the ~~fluctuations~~Company indid ~~the~~not ~~cost~~provide offor ~~raw~~U.S. ~~materials~~federal ~~and~~income ~~components;~~taxes ~~possible~~or ~~fluctuations~~tax inbenefits ~~currency~~as ~~exchange~~the ~~rates,~~Company ~~which~~was ~~affect~~a ~~the~~partnership for tax ~~competitiveness~~reporting ofpurposes and the ~~Company’s~~payment ~~products~~of ~~abroad;~~federal ~~market~~and ~~acceptance~~most ofstate ~~new~~taxes ~~and~~was ~~enhanced~~the ~~versions~~responsibility of the partners. The Company’s ~~products;~~did ~~the~~not ~~impact~~have ofany ~~substantial~~tax ~~leverage~~liability ~~and~~recorded ~~debt~~for ~~service~~unrecognized ontax ~~the~~benefits, ~~Company~~including interest and ~~other~~penalties, ~~risks~~as ~~listed~~of ~~from~~January ~~time~~1, to2007 ~~time~~and March 31, in2007. ~~the~~ The Company’s ~~reports,~~intends ~~including~~to ~~but~~recognize ~~not~~accrued ~~limited~~interest and penalties related to ~~the~~unrecognized ~~Company’s~~tax ~~Annual~~benefits ~~Report~~as onpart ~~Form~~of ~~10-K~~income ~~(file~~tax noexpense. ~~333-56857).~~

During the next twelve months, the Company expects that its unrecognized tax benefits (including interest and penalties) will not change significantly and will not impact the effective rate.

NOTE 12. EMPLOYEE BENEFIT PLANS

The Company provides certain pension, healthcare and death benefits for eligible retirees and their dependents. The pension benefits are funded, while the healthcare and death benefits are not funded but are paid as incurred. Eligibility for coverage is based on meeting certain years of service and retirement qualifications. The components of periodic benefit costs for the three months ended March 31, 2007 and 2006 are as follows:


	Pension Benefits						Other Benefits
	Three Months Ended						Three Months Ended
	March 31, 2007			March 31, 2006			March 31, 2007			March 31, 2006
Service cost	$	399		$	467		$	16		$	25
Interest cost		894			715			25			27
Expected return on assets		(1,108	)		(915	)		—			—
Amortization of prior service cost		—			—			(4	)		(5	)

Net periodic benefit cost	$	185		$	267		$	37		$	47

Employer Contributions

We anticipate making a voluntary contribution in 2007 of approximately $1.6 million to our defined benefit pension plan. As of March 31, 2007, no contributions have been made.

NOTE 13. STOCK-BASED COMPENSATION

On January 27, 2005 ALH established a stock option plan, primarily for the benefit of Alliance Laundry’s executive officers. ALH has granted a total of 127,972 stock options among certain members of management. The granted options entitle the member of management to purchase shares of ALH’s common stock at an option price which averages $101.79 per share, subject to certain requirements. As of March 31, 2007 stock options represented an aggregate of 8.7% of the fully diluted common shares of ALH common stock issuable upon exercise of stock options. Sixty-one percent (61%) of the options granted will vest in five equal annual installments on each of the first five anniversaries of the closing date, with the potential for accelerated vesting upon a change in control of Alliance Laundry. The remaining 39% of the options granted

PART II		OTHER INFORMATION
Item 1.		Legal Proceedings. None.
Item 2.		Changes in Securities. None.
Item 3.		Defaults upon Senior Securities. None.
Item 4.		Submission of Matters to a Vote of Security Holders. None.
Item 5.		Other Information. None.
Item 6.		Exhibits and Reports on Form 8-K.

are “performance options” that have the opportunity to vest in five annual installments based on Alliance Laundry’s achievement of certain specified annual or cumulative earnings targets during fiscal years 2005 through 2009. The performance options may also vest based on the realization by ALH shareholders of certain specified values upon a subsequent sale of ALH.

(A total of 9,633 unvested options were terminated and cancelled upon the retirement of an executive officer and ALH granted 7,605 new options to a~~) List~~ new member of ~~Exhibits~~the executive staff in 2007. No further options have been issued since December 31, 2006 and no options were exercised in the period ended March 31, 2007. Based upon a valuation of all granted stock options we recognized $0.9 million and $1.3 million of compensation expense for the periods ended March 31, 2007 and March 31, 2006, respectively. No expense was recognized for the period ended March 31, 2007 or for the period ended March 31, 2006 for the performance options as the specified annual targets for the respective periods were not attained and other earnings target requirements are currently not expected to be attained.

10NOTE 14.~~1 Alliance~~ ~~Laundry~~SEGMENT ~~Holdings~~INFORMATION ~~LLC nonqualified deferred compensation plan, dated as of February 27, 2002~~

10Based upon the information used by management for making operating decisions and assessing performance, the Company has organized its business into three reportable segments.~~2 First~~ ~~amendment~~Commercial laundry equipment sales to domestic and international markets, which are serviced by the ~~Alliance~~U.S. ~~Laundry~~operations, ~~Holdings~~are ~~LLC~~combined ~~nonqualified~~to ~~deferred~~form ~~compensation~~the commercial ~~plan~~laundry segment. Commercial laundry net sales include amounts related to our finance program which supports our commercial laundry operations. Our second reportable segment is consumer laundry, ~~dated~~which includes sales to domestic and Canadian distributors. Our third reportable segment is our European Operations, which were acquired in the July 14, 2006 CLD Acquisition. Service parts is not considered a separate segment as ofservice ~~June~~operations 21are required to support both commercial laundry and consumer laundry segments, ~~2002~~but service operations could not stand alone and service operations results are not reviewed as a separate operating entity. However, the service operations are also not allocated to the commercial laundry equipment segment or the consumer laundry segment, we have therefore chosen to show the service operations separately. Similarly, worldwide eliminations are not considered a reportable segment. However, we do not actively manage or evaluate the worldwide eliminations as a portion of any other segment. For that reason, we have chosen not to commingle these amounts with other actively managed segments.

~~10.3 Second~~Our ~~amendment~~assets and liabilities, ~~Alliance~~including ~~Laundry~~inventory, ~~Holdings~~trade ~~LLC~~receivables, ~~nonqualified~~property, ~~deferred~~plant ~~compensation~~and ~~plan~~equipment, ~~dated~~and asaccounts ofpayable ~~August~~are not reviewed by segment for commercial laundry, consumer laundry and service parts by 19management for making operating decisions and assessing performance. Such information would not be useful due to common manufacturing lines and significant shared components across all product lines for commercial laundry, ~~2002~~consumer laundry and service parts. Assets are reviewed for the European Operations separate from the Company’s other reportable segments. Assets, capital expenditures and depreciation and amortization have been provided below for U.S. operations separate from European Operations.

(b) Reports on Form 8-K.

On October 1, 2002 a Report on Form 8-K was filed containing a joint press release of Alliance Laundry Systems LLC and Alliance Laundry Income Fund regarding the filing of a preliminary prospectus with Canadian security regulators for an initial public offering of trust units, dated October 1, 2002.

On October 9, 2002 a Report on Form 8-K was filed containing a copy of the prospectus of Alliance Laundry Income Fund, dated September 30, 2002. The units of Alliance Laundry Income Trust have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Company’s primary measure of operating performance is gross profit which does not include an ~~SIGNATURES~~allocation of any selling expenses. Such amounts are reviewed on a consolidated basis by management. In determining gross profit for our operating units, the Company does not allocate certain manufacturing costs, including manufacturing variances and warranty costs. Gross profit is determined by subtracting cost of sales from net sales. Cost of sales is comprised of the costs of raw materials and component parts, plus costs incurred at the manufacturing plant level, including, but not limited to, labor and related fringe benefits, depreciation, supplies, utilities, property taxes and insurance. We do not allocate assets internally in assessing operating performance. Net sales and gross profit as determined by the Company for its operating segments are as follows (in millions):

Alliance Laundry Systems LLC has duly caused this quarterly report equivalent to be signed on its behalf by the undersigned, thereto duly authorized, in the city of Ripon, state of Wisconsin, on the 6th day of November 2002.


	Three Months Ended
	March 31, 2007			March 31, 2006
Net Revenues:
Commercial laundry	$	62.5		$	57.3
Consumer laundry		6.0			3.0
Service parts		13.3			11.2
European operations		21.0			—
Worldwide eliminations		(6.3	)		—

	$	96.5		$	71.5

Gross Profit:
Commercial laundry	$	21.7		$	19.7
Consumer laundry		(0.1	)		(0.1	)
Service parts		5.9			4.9
European operations		5.2			—
Worldwide eliminations		0.2			—

		32.9			24.5

Other manufacturing costs		(4.8	)		(5.9	)

Gross profit as reported	$	28.1		$	18.6

Depreciation and Amortization:
U.S. Operations	$	3.7		$	5.9
European Operations	$	0.9		$	—

Capital Expenditures:
U.S. Operations	$	1.7		$	1.4
European Operations	$	0.3		$	—

Assets:
U.S. Operations	$	477.1		$	464.1
European Operations	$	91.3		$	—

Signature	Title	Date
/s/ THOMAS L’ESPERANCE Thomas L’Esperance	Chairman and CEO	11-6-02
/s/ BRUCE P. ROUNDS Bruce P. Rounds	Vice President, Chief Financial Officer	11-6-02

NOTE 15. DERIVATIVE FINANCIAL INSTRUMENTS

~~Alliance~~The ~~Laundry~~Company ~~Corp~~follows the guidance of SFAS No. 133, ~~has~~“Accounting ~~duly~~for ~~caused~~Derivative ~~this~~Instruments ~~quarterly~~and ~~report~~Hedging Activities” as amended by SFAS ~~equivalent~~No. 137, toNo. 138 beand ~~signed~~No. 139. onSFAS ~~its~~No. 133 ~~behalf~~as byamended requires the ~~undersigned,~~Company ~~thereto~~to ~~duly~~recognize ~~authorized,~~all inderivatives ~~the~~as ~~city~~either ofassets ~~Ripon,~~or ~~state~~liabilities ofand ~~Wisconsin~~measure those instruments at fair value, onand recognize changes in the ~~6th~~fair ~~day~~value of derivatives ~~November~~in ~~2002~~net income or other comprehensive income, as appropriate.

Signature	Title	Date
/s/ THOMAS L’ESPERANCE Thomas L’Esperance	Chairman and CEO	11-6-02
/s/ BRUCE P. ROUNDS Bruce P. Rounds	Vice President, Chief Financial Officer	11-6-02

The Company recognized a gain reflecting changes in the fair value of interest rate swaps of $0.3 million for the three months ended March 31, 2007 and a gain of $0.1 million for the three months ended March 31, 2006.

~~Alliance~~During ~~Laundry~~the ~~Holdings~~first ~~LLC~~quarter ~~has~~of ~~duly~~2007, ~~caused~~we ~~this~~entered ~~quarterly~~into ~~report equivalent~~foreign exchange contracts with KBC Bank NV and Fortis Bank NV to behedge ~~signed~~a onportion ~~its~~of ~~behalf~~our foreign exchange risk related to purchases by ~~the~~Alliance ~~undersigned,~~International ~~thereto~~BVBA ~~duly~~from Alliance ~~authorized,~~Laundry inSystems ~~the~~LLC. ~~city~~The fair value of ~~Ripon,~~these ~~state~~foreign ofcurrency ~~Wisconsin~~exchange contracts, onwhich represents the ~~6th~~amount ~~day~~that we would receive upon a settlement of ~~November~~these ~~2002~~instruments, was $44 thousand at March 31, 2007.

Signature	Title	Date
/s/ THOMAS L’ESPERANCE Thomas L’Esperance	Chairman and CEO	11-6-02
/s/ BRUCE P. ROUNDS Bruce P. Rounds	Vice President, Chief Financial Officer	11-6-02

~~CERTIFICATIONS~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

I,OVERVIEW ~~Thomas F. L’Esperance, Chairman and Chief Executive Officer of Alliance Laundry Systems LLC, Alliance Laundry Corporation and Alliance Laundry Holdings LLC, certify that:~~

1We believe that we are a leading designer, manufacturer and marketer in North America of commercial laundry equipment used in laundromats, multi-housing laundries and on-premise laundries. IUnder the well-known brand names of Speed Queen®, UniMac®, Huebsch®, IPSO®, and Cissell®, we produce a full line of commercial washing machines and dryers with load capacities from 12 to 200 pounds. We have ~~reviewed~~been ~~this~~a ~~quarterly~~leader ~~report~~in onthe ~~Form~~North 10American stand-Qalone ~~Equivalent~~commercial laundry equipment industry for more than ten years. With the addition of ~~November~~our 6European Operations and Alliance Laundry’s export sales to Europe, ~~2002;~~we believe that we are also a leader in the European stand-alone commercial laundry equipment industry.

2.The ~~Based~~North onAmerican mystand-alone ~~knowledge,~~commercial ~~this~~laundry ~~quarterly~~equipment ~~report~~industry’s ~~does~~revenues ~~not~~are ~~contain~~primarily ~~any~~driven ~~untrue~~by ~~statement~~population ofgrowth aand ~~material~~the ~~fact~~replacement orcycle ~~omit~~of tolaundry ~~state~~equipment. aWith ~~material~~economic ~~fact~~conditions ~~necessary~~having tolimited ~~make~~effect on the ~~statements~~frequency of ~~made~~use, inand ~~light~~therefore the useful life of ~~the~~laundry ~~circumstances~~equipment, ~~under~~industry ~~which~~revenues ~~such~~have ~~statements~~been ~~were~~relatively ~~made,~~stable ~~not~~over ~~misleading~~time. Similarly, with ~~respect~~a tomajority ~~the~~of ~~period~~our ~~covered~~revenues generated by ~~this~~recurring ~~quarterly~~sales ~~report;~~of replacement equipment and service parts, we have experienced stable revenues even during economic slowdowns.

3.We ~~Based~~have onachieved mysteady ~~knowledge,~~revenues ~~the~~by ~~financial~~building ~~statements,~~an extensive and ~~other~~loyal distribution ~~financial~~network ~~information~~for ~~included~~our inproducts, ~~this~~establishing ~~quarterly~~a ~~report,~~significant ~~fairly~~installed ~~present~~base inof ~~all~~units ~~material~~and ~~respects~~developing ~~the~~and ~~financial~~offering ~~condition,~~a ~~results~~full ofinnovative ~~operations~~product ~~and~~line. ~~cash~~As ~~flows~~a result of ~~the~~our ~~registrant~~large asinstalled ofbase, ~~and~~a ~~for,~~significant ~~the~~majority ~~periods~~of ~~presented~~our inrevenue ~~this~~is ~~quarterly~~attributable ~~report;~~to replacement sales of equipment and service parts.

4.We ~~The~~believe ~~registrant’s~~that ~~other~~continued ~~certifying~~population ~~officers~~expansion ~~and~~in INorth ~~are~~America ~~responsible~~will continue to drive steady demand for ~~establishing~~garment and ~~maintaining~~textile ~~disclosure~~laundering ~~controls~~by ~~and~~all ~~procedures~~customer (groups that purchase commercial laundry equipment. We anticipate growth in demand for commercial laundry equipment in international markets as ~~defined~~well, especially in ~~Exchange~~developing ~~Act~~countries where ~~Rules~~laundry ~~13a-14~~processing has historically been far less sophisticated than in North America. In addition, customers are increasingly trading up to equipment with enhanced functionality, thereby raising average selling prices. Customers are also moving towards equipment with increased water and ~~15d-14)~~energy ~~for~~efficiency as the ~~registrant~~result of government and weconsumer ~~have:~~pressure and a focus on operating costs.

a)The ~~Designed~~following ~~such~~discussion ~~disclosure~~should ~~controls~~be ~~and~~read ~~procedures~~in toconjunction ~~ensure~~with ~~that material information relating to~~ the ~~registrant,~~Financial ~~including~~Statements ~~its~~and ~~consolidated~~Notes ~~subsidiaries,~~thereto isincluded ~~made~~in ~~known~~this toreport. usAll bydollar ~~others~~amounts ~~within~~are ~~those entities, particularly during the period~~ in ~~which~~thousands ~~this~~unless ~~quarterly~~otherwise ~~report~~indicated. ~~is being prepared;~~

b)RECENT ~~Evaluated~~DEVELOPMENTS ~~the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and~~

c)CLD ~~Presented~~Acquisition. inOn July 14, ~~this~~2006 ~~quarterly~~Alliance ~~report~~Laundry ~~our~~completed ~~conclusions~~the ~~about~~acquisition ~~the~~of ~~effectiveness~~substantially all of ~~the~~Laundry ~~disclosure~~System ~~controls~~Group ~~and~~NV’s ~~procedures~~commercial ~~based~~laundry ondivision ~~our~~(“CLD”) ~~evaluation~~operations. asOur results of operations for the ~~Evaluation~~three ~~Date;~~months ended March 31, 2007 include the acquired business’ performance. The comparative period for the three months ended March 31, 2006 does not include the acquired business’ performance.

5.Louisville, ~~The~~Kentucky ~~registrant’s~~Discontinuation ~~other~~and ~~certifying~~Portland, ~~officers~~Tennessee ~~and~~Closure. IOn ~~have disclosed~~August 8, ~~based~~2006 onthe ~~our~~Board ~~most~~of ~~recent~~Directors ~~evaluation,~~of ALH resolved to discontinue the ~~registrant’s~~Louisville, ~~auditors~~Kentucky operations (the “Discontinuation”) and close the ~~audit~~Portland, ~~committee~~Tennessee offacility (the ~~registrant~~“Closure”). The decision was based on an analysis of each location’s ~~board~~manufacturing capabilities as well as the continuing investment requirements for each of ~~directors~~the ~~(or~~locations. ~~persons~~The ~~performing~~Company substantially completed the ~~equivalent~~Discontinuation ~~function):~~and Closure as of December 31, 2006.

a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Signature		Title		Date
/s/ THOMAS L’ESPERANCE Thomas L’Esperance		Chairman and CEO		11-6-02

~~CERTIFICATIONS~~The following table summarizes the restructuring reserve, which is included within other current liabilities in the Company’s Condensed Consolidated Balance Sheets:

I, Bruce P. Rounds, Vice President, Chief Financial Officer of Alliance Laundry Systems LLC, Alliance Laundry Corporation and Alliance Laundry Holdings LLC, certify that:


	Balance at December 31, 2006		Additions		Adjustments			Utilized Cash			Balance at March 31, 2007
One-time termination benefits	$	2,278	$	—	$	(259	)	$	(644	)	$	1,375
Other labor related costs		116		332		—			(403	)		45
Relocation of tooling and equipment		706		—		(196	)		(310	)		200
Other related expenses		85		124		—			(199	)		10

	$	3,185	$	456	$	(455	)	$	(1,556	)	$	1,630

1.On IOctober 31, ~~have~~2006 ~~reviewed~~the ~~this~~Company ~~quarterly~~signed ~~report~~an onagreement ~~Form~~for ~~10-Q~~the ~~Equivalent~~sale of ~~November~~its 6Portland facility for approximately $0.8 million, ~~2002;~~which approximated its carrying value. This transaction was completed in January 2007, and was subject to customary closing conditions.

2Credit Agreement Amendment. ~~Based~~On onJuly 14, my2006 ~~knowledge~~Alliance Laundry, ~~this~~Alliance ~~quarterly~~Holdings, ~~report~~Lehman ~~does~~Commercial ~~not~~Paper ~~contain~~Inc., ~~any~~as ~~untrue~~administrative ~~statement~~agent ofand alender, ~~material~~and ~~fact~~the orother ~~omit~~parties tonamed ~~state~~therein aas ~~material~~lenders, ~~fact~~entered into ~~necessary~~an toamendment ~~make~~(the “Amendment”) to the ~~statements~~credit ~~made~~agreement, indated ~~light~~as of January 27, 2005 (the ~~circumstances~~“Credit Agreement”), among Alliance Laundry, Alliance Holdings, ALH Finance LLC, Lehman Commercial Paper Inc., as administrative agent, and the several banks and other financial institutions party thereto. The Amendment amends the Credit Agreement under which ~~such~~the ~~statements~~Company ~~were~~has ~~made~~outstanding $222.0 million of borrowings at March 31, ~~not~~2007 ~~misleading~~to ~~with~~(i) provide ~~respect~~for an additional $60.0 million of term loans under the Credit Agreement term loan facility; (ii) increase the revolving credit commitments to $55.0 million from $50.0 million under the ~~period~~Credit ~~covered~~Agreement revolving credit facility; (iii) permit the acquisition of CLD; (iv) modify certain negative covenants in the Credit Agreement, including (a) adjusting the calculation of the consolidated leverage ratio, (b) adjusting the calculation of the consolidated interest coverage ratio, (c) increasing the annual ordinary course capital expenditures permitted by ~~this~~Alliance Laundry and its subsidiaries to $13.0 million from $10.0 million, for fiscal years 2007 through 2012, and (d) increasing the maximum permitted debt Alliance Laundry’s non-U.S. subsidiaries may incur without restriction to $5.0 million from $2.5 million; (v) revising the procedure for term loan borrowing; (vi) revising the term loan repayment schedule to require repayment in 22 quarterly ~~report~~installments of $0.6 million which commenced on September 30, 2006, and one installment of $222.1 million, or such lesser amount then outstanding, on January 27, 2012; and (vii) making conforming changes to the definitions contained therein. This Amendment did not affect interest rates charged under the Credit Agreement.

3Marianna Facility Consolidation. On ~~Based~~October 12, on2005 mywe ~~knowledge~~announced our intention to close our Marianna, Florida facility (the ~~financial~~“Facility”) ~~statements,~~and consolidate the manufacture and ~~other~~design ~~financial~~of ~~information~~the ~~included~~Facility’s inproduct ~~this~~lines ~~quarterly~~into ~~report~~the Company’s existing Ripon, Wisconsin ~~fairly~~operations. ~~present~~The facility closure and transition was completed in ~~all~~2006. ~~material~~The ~~respects~~decision was based on an analysis of each facility’s manufacturing capabilities as well as the ~~financial~~continuing ~~condition,~~investment ~~results~~requirements for each of ~~operations~~the ~~and~~locations. ~~cash~~We believe ~~flows~~that efficiencies are being gained with the consolidation of the ~~registrant~~design asand manufacturing of all of our U.S. based product lines within our Ripon, ~~and~~Wisconsin ~~for~~operations. For additional information about the Marianna, Florida facility closure, see the ~~periods~~discussion ~~presented~~under inNote ~~this~~4 ~~quarterly~~to ~~report;~~the Financial Statements – “Restructuring and other Items.”

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

d) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

e) Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

f) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

c) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

d) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

Signature		Title		Date
/s/ BRUCE P. ROUNDS Bruce P. Rounds		Vice President, Chief Financial Officer		11-6-02

RESULTS OF OPERATIONS

The following table sets forth our consolidated net revenues for the periods indicated:


	Three Months Ended
	March 31, 2007			March 31, 2006
	(Dollars in millions)
Net revenues:
Commercial laundry	$	62.5		$	57.3
Consumer laundry		6.0			3.0
Service parts		13.3			11.2
European Operations		21.0			—
Worldwide eliminations		(6.3	)		—

	$	96.5		$	71.5

Net revenues. Net revenues for the quarter ended March 31, 2007 increased $25.1 million, or 35.1%, to $96.5 million from $71.5 million for the quarter ended March 31, 2006. This increase was attributable to higher commercial laundry revenues of $5.3 million, higher consumer laundry revenue of $3.0 million, higher service parts revenue of $2.1 million and CLD Acquisition related sales of $21.0 million from the European Operations offset by $6.3 million of worldwide sales eliminations. The increase in commercial laundry revenues includes $2.6 million of net sales resulting from the acquisition of CLD’s U.S. operations, $1.1 million of higher North American commercial equipment revenue, $0.7 million of higher international revenue, and $0.9 million of higher earnings from our off-balance sheet equipment financing program. Base business revenue, which excludes revenues from the CLD Acquisition, for North America was lower for the discontinued Ajax equipment product line, with revenue increases for coin-operated and on-premise laundry and minimal change in sales to multi-housing customers. Revenue for international customers was higher in Europe and Latin America, but lower for Asia. The increase in consumer laundry revenue was due to continued growth in the number of retailers and sales per retailer. The increase in service parts revenue includes $1.7 million of net sales resulting from the acquisition of CLD’s U.S. operations. The net revenue increases stated above include price increases of approximately $2.6 million for the base business.

Gross profit. Gross profit for the quarter ended March 31, 2007 increased $9.5 million, or 51.4%, to $28.1 million from $18.6 million for the quarter ended March 31, 2006. This increase was primarily due to CLD Acquisition related gross profit of $5.6 million from the European Operations, $0.8 million of gross profit resulting from CLD’s U.S. operations and $1.0 million of margins related to the higher service parts sales. Additionally, within the base business, gross profit increased due to $2.6 million of price increases, $0.9 million of margins from increased sales volume, $2.1 million of lower depreciation expense and $0.9 million of higher earnings from our off-balance sheet equipment financing program. These increases in gross profit were offset by $4.4 million of higher raw material costs, warranty expense and product distribution costs within the base business. Gross profit as a percentage of net revenues increased to 29.1% for the quarter ended March 31, 2007 from 26.0% for the quarter ended March 31, 2006.

Selling, general and administrative expense. Selling, general and administrative expense for the quarter ended March 31, 2007 increased $3.0 million, or 24.2%, to $15.5 million from $12.5 million for the quarter ended March 31, 2006. The increase in selling, general and administrative expense was due primarily to approximately $3.6 million of selling, general and administrative expense resulting from the CLD Acquisition. Selling, general and administrative expense for the quarter ended March 31, 2007 includes $0.1 million of costs related to the transfer of production lines from Marianna, Florida to Ripon, Wisconsin, compared to $0.7 million of similar costs for the quarter ended March 31, 2006. As a result of these factors, selling, general and

administrative expense as a percentage of net revenues decreased to 16.1% for the quarter ended March 31, 2007 as compared to 17.5% for the quarter ended March 31, 2006.

Securitization, impairment and other costs. Securitization, impairment and other costs for the quarter ended March 31, 2007 decreased $1.3 million, or 71.0%, to $0.5 million from $1.8 million for the quarter ended March 31, 2006. Securitization, impairment and other costs for the quarter ended March 31, 2006 included a $1.4 million impairment charge related to a reduction in value of the Ajax trademark and $0.4 million related to Marianna plant closure costs. Securitization, impairment and other costs for the quarter ended March 31, 2007 includes $0.5 million related to Marianna plant closure costs. Securitization, impairment and other costs as a percentage of net revenues decreased to 0.5% for the quarter ended March 31, 2007 as compared to 2.6% for the quarter ended March 31, 2006.

Operating income. As a result of the foregoing, operating income for the quarter ended March 31, 2007 increased $7.9 million, to operating income of $12.1 million compared to $4.2 million for the quarter ended March 31, 2006. Operating income as a percentage of net revenues increased to 12.5% for the quarter ended March 31, 2007 as compared to 5.9% for the quarter ended March 31, 2006.

Interest expense. Interest expense for the quarter ended March 31, 2007 increased $1.9 million, or 29.1%, to $8.3 million from $6.5 million for the quarter ended March 31, 2006. Interest expense in 2007 includes an unfavorable non-cash adjustment of $0.3 million to reflect adjustments in the fair values of an interest rate swap agreement. Under a previous interest rate swap agreement, 2006 interest expense included a favorable non-cash adjustment of $0.4 million. The remaining interest expense increase of $1.2 million was primarily attributable to higher interest rates for the quarter ended March 31, 2007 as compared to the quarter ended March 31, 2006 and interest related to an increase in the amount outstanding under our Senior Credit Facility to fund the CLD Acquisition. Interest expense as a percentage of net revenues decreased to 8.6% for the quarter ended March 31, 2007 as compared to 9.0% for the quarter ended March 31, 2006.

Income tax provision. The provision for income taxes for the quarter ended March 31, 2007 was $1.3 million, as compared to a benefit of $0.7 million for the quarter ended March 31, 2006. The effective income tax rate was 34.8% for the quarter ended March 31, 2007 as compared to 31.8% for the quarter ended March 31, 2006.

Net income. As a result of the foregoing, our net income for the quarter ended March 31, 2007 was $2.4 million as compared to a net loss of $1.5 million for the quarter ended March 31, 2006. Net income as a percentage of net revenues for the quarter ended March 31, 2007 was a positive 2.5% as compared to a negative 2.1% for the quarter ended March 31, 2006.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our principal sources of liquidity are cash flows generated from operations and potential borrowings under our $55.0 million Revolving Credit Facility. Our principal uses of liquidity are to meet debt service requirements, finance our capital expenditures and provide working capital. We expect that capital expenditures in 2007 will not exceed $10.0 million. The aggregate scheduled maturities of long-term debt and capitalized lease obligations in subsequent years, after giving effect to the $60.0 million of additional term loans received in July of 2006, and after giving effect to the scheduled payments and $1.4 million of voluntary prepayments made year to date through March 31, 2007, are as follows:


Year	Long-term Debt		Capital Lease Obligation		Amount Due
2007	$	93	$	317	$	410
2008		1,814		445		2,259
2009		2,651		452		3,103
2010		2,623		388		3,011
2011		2,260		4		2,264
Thereafter		363,527		—		363,527

	$	372,968	$	1,606	$	374,574

The Senior Credit Facility and the indenture governing the Senior Subordinated Notes contain a number of covenants that, among other things, restrict our ability to dispose of assets, repay other indebtedness, incur liens, make capital expenditures and make certain investments or acquisitions, engage in mergers or consolidation and otherwise restrict our operating activities. In addition, under the Senior Credit Facility, the Company is required to satisfy specified financial ratios and tests, including a maximum of total debt to Adjusted EBITDA (as defined in the credit agreement governing the Senior Credit Facility) and a minimum interest coverage ratio.

The Senior Credit Facility requires us to comply with certain financial ratios and tests in order to comply with the terms of the agreement. The occurrence of any default of these covenants could result in acceleration of our obligations under the Senior Credit Facility (approximately $222.0 million at March 31, 2007) and foreclosure on the collateral securing such obligations. Further, such an acceleration would constitute an event of default under the indenture governing the Senior Subordinated Notes.

At March 31, 2007, there were no borrowings under our Revolving Credit Facility. At March 31, 2007 letters of credit issued on our behalf under the Revolving Credit Facility totaled $33.4 million. At March 31, 2007 we had $21.6 million of our existing $55.0 million Revolving Credit Facility available, subject to certain limitations under the Senior Credit Facility. After considering such limitations, which relate primarily to the maximum ratio of consolidated debt to Adjusted EBITDA, we could have borrowed $21.6 million at March 31, 2007 in additional indebtedness under the Revolving Credit Facility.

The maximum ratio of consolidated debt to Adjusted EBITDA under the Senior Credit Facility is 5.75 at March 31, 2007. We are in compliance with this and all other debt related covenants as of March 31, 2007. We believe, based on currently available information, that for the foreseeable future, cash flows from operations, together with available borrowings under the Senior Credit Facility, will be adequate to meet our anticipated requirements for capital expenditures, working capital, interest payments, scheduled principal payments and other debt repayments while achieving all required covenant requirements under the Senior Credit Facility and Senior Subordinated Notes.

The Senior Credit Facility, after giving effect to the $60.0 million of additional term loans received in July of 2006, is repayable in the following aggregate annual amounts:


Year	Amount Due
2007	$	—
2008		1,695
2009		2,260
2010		2,260
2011		2,260
Thereafter		213,525

	$	222,000

The Senior Credit Facility is also subject to mandatory prepayment with the proceeds of certain debt incurrences, asset sales and a portion of Excess Cash Flow (as defined in the Senior Credit Facility). The Revolving Credit Facility will terminate on January 27, 2011.

Our ability to make scheduled payments of principal or to refinance our indebtedness, or to pay the interest or liquidated damages, if any thereon, or to fund planned capital expenditures, will depend upon our future performance, which, in turn, is subject to general economic, financial, competitive and other factors that are beyond our control. There can be no assurance that our business will continue to generate sufficient cash flow from operations in the future to service our debt and make necessary capital expenditures after satisfying certain liabilities arising in the ordinary course of business. If unable to do so, we may be required to refinance all or a portion of our debt, to sell assets or to obtain additional financing. There can be no assurance that any such refinancing would be available or that any such sales of assets or additional financing could be obtained.

Our Asset Backed Facility provides for a total of $330.0 million in off-balance sheet financing for trade receivables and equipment loans. We have structured, and intend to continue to structure, the finance programs in a manner that qualifies for off-balance sheet treatment in accordance with generally accepted accounting principles. It is expected that under the Asset Backed Facility, we will continue to act as originator and servicer of the equipment financing promissory notes and the trade receivables.

EBITDA and Adjusted EBITDA

One of our two principal sources of liquidity are potential borrowings under the $55.0 million Revolving Credit Facility under our Senior Credit Facility, and we have presented EBITDA and Adjusted EBITDA below because certain covenants in our Senior Credit Facility are tied to ratios based on these measures. “EBITDA” represents net income (loss) before interest expense, income tax provision (benefit) and depreciation and amortization (including non-cash interest income), and “Adjusted EBITDA” (as defined under the Senior Credit Facility) is EBITDA as further adjusted to exclude, among other things, certain non-recurring expenses and other non-recurring non-cash charges, which are further defined in our Senior Credit Facility. The Senior Credit Facility requires us to satisfy a maximum Consolidated Total Debt (as defined under the Senior Credit Facility) to Adjusted EBITDA ratio of 5.75 to 1.00 and a minimum Adjusted EBITDA to Consolidated Cash Interest Expense (as defined in the Senior Credit Facility) of 2.00 to 1.00. As of March 31, 2007 our Consolidated Total Debt to Adjusted EBITDA ratio was 5.36 to 1.00 and our Adjusted EBITDA to Consolidated Cash Interest Expense ratio was 2.37 to 1.00. To the extent that we fail to maintain either of these ratios within the limits set forth in the Senior Credit Facility, our ability to access amounts available under our Revolving Credit Facility would be limited, our liquidity would be adversely affected and our obligations under the Senior Credit Facility could be accelerated. In addition, any such acceleration would constitute an event of default under the indenture governing the Senior Subordinated Notes (the “Notes Indenture”), and such an event of default under the Notes Indenture could lead to an acceleration of our obligations under the Senior Subordinated Notes.

EBITDA and Adjusted EBITDA do not represent, and should not be considered, an alternative to net income or cash flow from operations, as determined by GAAP, and our calculations thereof may not be comparable to similarly entitled measures reported by other companies.

We have presented in the tables below a calculation of Consolidated Total Debt and Consolidated Cash Interest Expense, in each case, as defined in the Senior Credit Facility. The calculation of Adjusted EBITDA (as defined in the Senior Credit Facility) set forth in the tables below uses as its starting point EBITDA and, as noted in the preceding paragraph, EBITDA represents net income (loss) before interest expense, income tax provision (benefit) and depreciation and amortization (including non-cash interest income). The calculations set forth below for Adjusted EBITDA and Consolidated Cash Interest Expense are, in each case, for the four fiscal quarters ended March 31, 2007.

The following table presents a calculation of the Consolidated Total Debt to Adjusted EBITDA ratio and the Adjusted EBITDA to Consolidated Cash Interest Expense ratio:


	Quarter Ended												Total
	June 30, 2006			September 30, 2006			December 31, 2006			March 31, 2007			Total
EBITDA	$	10,591		$	10,541		$	16,670		$	16,143		$	53,945
Deemed prior quarters for CLD Acquisition (a)		2,800			—			—			—			2,800
Finance program adjustments (b)		750			(1,150	)		—			(822	)		(1,222	)
Other non-recurring charges (c)		3,505			2,815			1,181			751			8,252
Other non-cash charges (d)		524			2,777			758			940			4,999
Other expense (e)		360			120			—			—			480

Adjusted EBITDA	$	18,530		$	15,103		$	18,609		$	17,012		$	69,254


													March 31, 2007
Revolving Credit Facility													$	—
Senior Credit Facility														222,000
Senior Subordinated Notes														149,453
Other long-term debt and capital lease obligations														2,574
Unrestricted cash held by foreign subsidiaries (f)														(3,000	)

Consolidated Total Debt													$	371,027

Consolidated Total Debt to Adjusted EBITDA														5.36


	Quarter Ended												Total
	June 30, 2006			September 30, 2006			December 31, 2006			March 31, 2007			Total
Interest expense	$	6,785		$	9,591		$	8,344		$	8,336		$	33,056
Non-cash interest		(285	)		(1,574	)		(644	)		(816	)		(3,319	)
Cash interest on letters of credit		(210	)		(217	)		(221	)		(227	)		(875	)
Interest income		61			65			103			89			318

Consolidated Cash Interest Expense	$	6,351		$	7,865		$	7,582		$	7,382		$	29,180

Adjusted EBITDA to Consolidated Cash Interest Expense														2.37

(a)	As provided for in the Amendment, Adjusted EBITDA for the quarter ended June 30, 2006 has been increased by $2.8 million, which amount has been deemed to constitute the quarterly Adjusted EBITDA of the subsidiaries and assets acquired with CLD Acquisition.

(b)

We currently operate an off-balance sheet commercial equipment finance program in which newly originated equipment loans are sold to qualified special-purpose bankruptcy remote entities. In accordance with GAAP, we are required to record gains/losses on the sale of these equipment based promissory notes. In calculating Adjusted EBITDA, management determines the cash impact of net interest income on these notes. The finance program adjustments are the difference between GAAP basis revenues (as prescribed by SFAS No. 125/140) and cash basis revenues.

(c)	Other non-recurring charges are described as follows:

•

Other non-recurring charges consist of $4.8 million of costs associated with the closure of the Marianna, Florida production facility which are included in the securitization, impairment and other costs line of our Consolidated Statements of Operations, $2.5 million of costs related to the transfer of the Marianna, Florida product lines to Ripon, Wisconsin which are included in the selling, general and administrative expense line of our Consolidated Statements of Operations and a periodic accrual of $1.0 million under the one time retention bonus agreement with certain management employees. Under the retention bonus agreements, the executives were entitled to receive special retention bonus awards upon the second anniversary of the closing date of the Alliance Acquisition. These amounts, totaling $2.3 million were paid to the named executives in the quarter ended March 31, 2007.

(d)	Other non-cash charges are described as follows:

•

Other non-cash charges are comprised of $3.2 million of costs associated with the inventory step-up to fair market value recorded at the CLD Acquisition date, which are included in the cost of sales line of our Consolidated Statements of Operations, $1.0 million of non-cash impairment charges related to the Ajax trademark, which are included in the securitization, impairment and other costs line of our Consolidated Statements of Operations and $0.8 million of non-cash incentive compensation expense related to management incentive stock options, which is included in the selling, general and administrative expense line of our Consolidated Statements of Operations.

(e)	Other expense is described as follows:

•

Other expense consists of $0.5 million of mark to market losses for two foreign exchange hedge agreements entered to control the foreign exchange risk associated with the initial acquisition price of CLD, which is included in the other expense line of our Consolidated Statements of Operations.

(f)	As defined in the Amendment, Consolidated Total Debt is the aggregate principal amount of all funded debt for the relevant period minus the lesser of $3.0 million or the aggregate amount of unrestricted cash and cash equivalents held by the foreign subsidiaries.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

On June 28, 2005, Alliance Laundry Equipment Receivables Trust 2005-A (“ALERT 2005A”), a trust formed by Alliance Laundry Equipment Receivables 2005 LLC (“ALER 2005”) a special-purpose bankruptcy remote subsidiary of Alliance Laundry, entered into a $330.0 million asset backed securitization funding facility (the “Asset Backed Facility”) backed by equipment loans and trade receivables originated by Alliance Laundry. We will sell or contribute all of the trade receivables and certain of the equipment loans that we originate to ALER 2005, which in turn will transfer them to the trust.

Funding availability for trade receivables is limited to a maximum of $60.0 million, while funding for equipment loan Notes is limited to $330.0 million less the amount of funding outstanding for trade receivable Notes. Funding of the Notes is subject to certain advance rate and eligibility criteria standard for transactions of this type. After June 27, 2009 (or earlier in the event of a rapid amortization event, an event of default or the termination of the Asset Backed Facility by Alliance Laundry), ALERT 2005A will not be permitted to request new borrowings under the Asset Backed Facility and the outstanding borrowings will amortize over a period of up to nine years thereafter. As of March 31, 2007, the balance of variable funding notes due to lenders under the Asset Backed Facility for equipment loans was $231.2 million.

Additional advances under the Asset Backed Facility are subject to certain continuing conditions, including but not limited to (i) the absence of a rapid amortization event or event of default, as defined in the Asset Backed Facility primary documents; (ii) compliance by Alliance Laundry, as servicer, with certain covenants, including financial covenants and (iii) no event having occurred which materially and adversely affects the operations of Alliance Laundry. In addition, advances under the Asset Backed Facility in respect of fixed rate equipment loans are subject to limitations on the weighted average interest rate and the aggregate loan balance of all fixed rate equipment loans then held by ALERT 2005A.

The risk of loss resulting from default or dilution on the trade receivables and equipment loans is protected by credit enhancement, provided in the form of cash reserves, letters of credit and overcollateralization. The timely payment of interest and the ultimate payment of principal on the Asset Backed Facility are guaranteed by Ambac Assurance Corporation. All of the residual beneficial interests in ALERT 2005A and cash flows remaining from the pool of receivables and loans after payment of all obligations under the Asset Backed Facility will accrue to the benefit of Alliance Laundry. Except for amounts of the letters of credit outstanding from time to time as credit enhancement, Alliance Laundry will provide no support or recourse for the risk of loss relating to default on the assets transferred to ALERT 2005A. The amount of the irrevocable letter of credit related to the Asset Backed Facility at March 31, 2007 was $30.5 million. Alliance Laundry, as servicer, will be paid an annual servicing fee equal to 1.0% of the aggregate balance of such trade receivables and equipment loans.

Cash Flows

Cash provided by operating activities for the three months ended March 31, 2007 of $0.2 million was driven by cash generated by operations of $8.9 million (net income adjusted for depreciation, amortization and other non-cash adjustments) offset by working capital requirements of $8.7 million. Cash provided by operations included $0.7 million of costs associated with the closure of the Marianna, Florida facility and the transfer of production lines to the Ripon, Wisconsin facility. Working capital requirements for the three months ended March 31, 2007 increased for inventories, with a decrease in working capital for current liabilities and beneficial interests in securitized accounts receivable. The working capital investment in inventories at March 31, 2007 of $60.1 million increased $10.4 million as compared to the balance of $49.7 million at December 31, 2006 due to seasonal inventory increases, purchases of raw materials at special pricing and reductions in consigned inventory arrangements. Other current liabilities decreased $5.7 million due to the payment of executive retention bonuses, management incentive bonuses and semi-annual interest payments on the Senior Subordinated Notes during the quarter ended March 31, 2007. The working capital investment in beneficial interests in securitized accounts receivable decreased $5.0 million due to a decrease in the total trade receivables available to sell into the Asset Backed Facility as compared to December 31, 2006.

Capital Expenditures

Our capital expenditures for the three months ended March 31, 2007 and March 31, 2006 were $2.0 million and $1.4 million, respectively. Capital spending in the first three months of 2007 was principally oriented toward Ripon, Wisconsin space requirements for acquired service part inventories, computer infrastructure requirements and product enhancements. Capital spending in the first three months of 2006 was principally oriented toward the transfer of the Marianna, Florida product lines to Ripon, Wisconsin, product enhancements and computer purchases.

Proceeds on disposition of assets within the consolidated statements of cash flows for the three months ended March 31, 2007 includes $0.8 million of proceeds from the sale of the Portland, Tennessee facility.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The FASB is expected to issue a statement that would amend and clarify SFAS No. 140 (and related implementation guidance). The proposed statement will address permitted activities of qualifying special-purpose entities, including the degree of discretion allowable in determining the terms of beneficial interests issued after inception, and whether certain transfers can meet the criteria for sale accounting under SFAS No. 140 if the transferor or any consolidated affiliate provides liquidity support for the transferee’s beneficial interests. As the proposed statement has not been issued, we are unable to determine the effects of the related transition provisions, if any, on our existing securitization entity. However, in the event that transfers to our existing Asset Backed Facility would no longer qualify as sales of financial assets in the future, we may recognize additional costs for a replacement facility or it may have other material financial statement effects. An exposure draft was issued in the third quarter of 2005 and a new exposure draft is anticipated in the second quarter of 2007.

In March 2006 the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets an amendment of FASB Statement No. 140.” SFAS No. 156, amends certain aspects of SFAS No. 140, by requiring that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. SFAS No. 156 was effective for us on January 1, 2007 and did not have any impact on our consolidated financial statements.

In July 2006 the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.” FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. The provisions of FIN 48 have been adopted and did not affect our consolidated financial statements. See Note 11, “Income Taxes” for further discussion.

In September 2006 the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective for us on January 1, 2008. We are currently evaluating the impact, if any, the adoption of SFAS No. 157 will have on our consolidated financial statements.

In September 2006 the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.” SFAS No. 158 requires the recognition of a net liability or asset to report the funded status of defined benefit pension and other postretirement benefit plans on the balance sheet. The recognition and disclosure provisions of SFAS No. 158 are effective as of December 31, 2007 as we do

not have publicly traded equity securities. At this time, the impact of adoption of SFAS No. 158 on our consolidated financial position is being assessed.

In February 2007 the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, which permits entities to choose to measure financial instruments and certain other instruments at fair value. SFAS No. 159 is effective as of the beginning of fiscal years that begin after November 15, 2007. SFAS No. 159 is effective for the Company on January 1, 2008. We are currently evaluating the impact, if any, the adoption of SFAS No. 159 will have on our consolidated financial statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are potentially exposed to market risk associated with changes in interest and foreign exchange rates. From time to time we may enter into derivative financial instruments to hedge our interest rate exposures and to hedge exchange rate fluctuations between United States dollars and foreign currencies. An instrument will be treated as a hedge if it is effective in offsetting the impact of volatility in our underlying exposures. We do not enter into derivatives for speculative purposes. There have been no material changes in our market risk exposures as compared to those discussed in our Annual Report on Form 10-K (file no. 333-56857), except as noted below.

Effective March 4, 2005 we entered into a $67.0 million interest rate swap agreement with The Bank of Nova Scotia to hedge a portion of our interest rate risk related to our term loan borrowings under the Senior Credit Facility. Under the swap, which matures on March 4, 2008, we pay a fixed rate of 3.81%, and receive or pay quarterly interest payments based upon the three month LIBOR rate. Under the swap, we received $0.3 million during the three months ended March 31, 2007. The fair value of this interest rate swap agreement, which represents the amount that we would receive upon a settlement of this instrument, was $0.9 million at March 31, 2007.

Effective July 21, 2006, we entered into a $13.0 million interest rate swap agreement with The Bank of Nova Scotia to hedge a portion of our interest rate risk related to our term loan borrowings under the Senior Credit Facility. Under the swap, which matures on March 4, 2009, we pay a fixed rate of 5.65%, and receive or pay quarterly interest payments based upon the three month LIBOR rate. Under the swap, we paid nine thousand dollars during the three months ended March 31, 2007. The fair value of this interest rate swap agreement, which represents the amount that we would pay upon a settlement of this instrument, was $0.2 million at March 31, 2007.

During the first quarter of 2007, we entered into foreign exchange contracts with KBC Bank NV and Fortis Bank NV to hedge a portion of our foreign exchange risk related to purchases by Alliance International BVBA from Alliance Laundry Systems LLC. The fair value of these foreign currency exchange contracts, which represents the amount that we would receive upon a settlement of these instruments, was $44 thousand at March 31, 2007.

ITEM 4.

CONTROLS AND PROCEDURES

(a) We carried out an evaluation as of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer along with our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, as of the end of the period covered by this quarterly report on Form 10-Q, our Chief Executive Officer along with our Chief Financial Officer concluded

that our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934) are effective for the purposes set forth in the definition thereof in Exchange Act Rule 15d-15(e).

(b) There have been no changes in our internal control over financial reporting or identified in connection with the evaluation discussed above that occurred during the period ending March 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

With the exception of the reported actual results, the information presented herein contains predictions, estimates or other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, including items specifically discussed in the “Note 9 – Commitments and Contingencies” section of this document. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of our business to differ materially from those expressed or implied by such forward-looking statements and can generally be identified by the use of forward-looking terminology such as “may”, “plan”, “seek”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Although we believe that our plans, intentions and expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no assurance that such plans, intentions, expectations, objectives or goals will be achieved. Important factors that could cause actual results to differ materially from those included in forward-looking statements include: impact of competition; continued sales to key customers; possible fluctuations in the cost of raw materials and components; possible fluctuations in currency exchange rates, which affect the competitiveness of our products abroad; possible fluctuation in interest rates, which affects our earnings and cash flows; the impact of substantial leverage and debt service on us; possible loss of suppliers; risks related to our asset backed facility; dependence on key personnel; labor relations; potential liability for environmental, health and safety matters; potential future legal proceedings and litigation and other risks listed from time to time in our reports, including but not limited to our Annual Report on Form 10-K (file no. 333-56857). In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this report might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future results or otherwise. We do not undertake any obligation to update any such forward-looking statements unless required by law.

PART II OTHER INFORMATION

Item 1.

Legal Proceedings. Incorporated by reference from Note 9 to the Consolidated Financial Statements of Alliance Laundry Holdings LLC included in Item 1 of Part I of this quarterly report on Form 10-Q.

Item 1A.

Risk Factors. No material changes to the risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds. Not Applicable.

Item 3.

Defaults upon Senior Securities. None.

Item 4.

Submission of Matters to a Vote of Security Holders. None.

Item 5.

Other Information. None.

Item 6.

Exhibits.

List of Exhibits.



31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Alliance Laundry Systems LLC has duly caused this quarterly report to be signed on its behalf by the undersigned thereunto duly authorized.


Signature	Title	Date

/s/ THOMAS F. L’ESPERANCE Thomas F. L’Esperance	Chief Executive Officer and President	5-11-07

/s/ BRUCE P. ROUNDS Bruce P. Rounds	Vice President, Chief Financial Officer and Chief Accounting Officer	5-11-07

Alliance Laundry Corporation has duly caused this quarterly report to be signed on its behalf by the undersigned thereunto duly authorized.


Signature	Title	Date

/s/ THOMAS F. L’ESPERANCE Thomas F. L’Esperance	Chief Executive Officer and President	5-11-07

/s/ BRUCE P. ROUNDS Bruce P. Rounds	Vice President, Chief Financial Officer and Chief Accounting Officer	5-11-07

Alliance Laundry Holdings LLC has duly caused this quarterly report to be signed on its behalf by the undersigned thereunto duly authorized.


Signature	Title	Date

/s/ THOMAS F. L’ESPERANCE Thomas F. L’Esperance	Chief Executive Officer and President	5-11-07

/s/ BRUCE P. ROUNDS Bruce P. Rounds	Vice President, Chief Financial Officer and Chief Accounting Officer	5-11-07

Three Months Ended

March 31,
2007

March 31,
2006

Amortization expense

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