##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 333-115543
 AMH Holdings, Inc.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    16-1693178(State or Other Jurisdiction of Incorporation of Organization)
    
    (I.R.S. Employer Identification No.)3773 State Rd. Cuyahoga Falls, Ohio
    
    44223(Address of Principal Executive Offices)
    
    (Zip Code)
 (330) 929 -1811
 
   þ o
  o o þ
  o þ




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##### 



AMH HOLDINGS, INC.
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets September 30, 2006 (Unaudited) and December 31, 2005
    
    
    1Consolidated Statements of Operations (Unaudited) Quarters ended September 30, 2006 and October 1, 2005 Nine months ended September 30, 2006 and October 1, 2005
    
    
    2Consolidated Statements of Cash Flows (Unaudited) Nine months ended September 30, 2006 and October 1, 2005
    
    
    3Notes to Consolidated Financial Statements (Unaudited)
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    26PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 6. Exhibits
    
    
    27SIGNATURES
    
    
    28Exhibit 3.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 AMH HOLDINGS, INC.
 
   (Unaudited)September 30,
    
    
    December 31,2006
    
    
    2005AssetsCurrent assets:Cash and cash equivalents
    
    $
    12,515
    
    
    $
    12,300Accounts receivable, net
    
    
    177,811
    
    
    
    147,664Receivable from parent
    
    
    1,241
    
    
    
    1,241Inventories
    
    
    159,028
    
    
    
    133,524Deferred income taxes
    
    
    26,629
    
    
    
    26,629Other current assets
    
    
    7,916
    
    
    
    10,220Total current assets
    
    
    385,140
    
    
    
    331,578Property, plant and equipment, net
    
    
    140,371
    
    
    
    143,588Goodwill
    
    
    230,666
    
    
    
    230,691Other intangible assets, net
    
    
    107,535
    
    
    
    109,867Other assets
    
    
    22,622
    
    
    
    25,086Total assets
    
    $
    886,334
    
    
    $
    840,810Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    107,021
    
    
    $
    96,933Accrued liabilities
    
    
    71,376
    
    
    
    57,711Income taxes payable
    
    
    17,087
    
    
    
    7,042Total current liabilities
    
    
    195,484
    
    
    
    161,686Deferred income taxes
    
    
    37,223
    
    
    
    47,131Other liabilities
    
    
    42,057
    
    
    
    43,874Long-term debt
    
    
    649,426
    
    
    
    632,478Convertible preferred stock, $0.01 par value
    
    
    
    
    
    
    150,000Stockholders equity
    
    
    (37,856
    )
    
    
    (194,359
    )Total liabilities and stockholders equity
    
    $
    886,334
    
    
    $
    840,810
  -1-




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##### Table of Contents



AMH HOLDINGS, INC.
 
    Quarter
    
    
    Quarter
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    343,402
    
    
    $
    328,249
    
    
    $
    951,011
    
    
    $
    862,182Cost of sales
    
    
    258,307
    
    
    
    253,514
    
    
    
    719,571
    
    
    
    666,213Gross profit
    
    
    85,095
    
    
    
    74,735
    
    
    
    231,440
    
    
    
    195,969Selling, general and
administrative expense
    
    
    50,692
    
    
    
    48,580
    
    
    
    154,159
    
    
    
    150,160Facility closure costs, net
    
    
    
    
    
    
    541
    
    
    
    (92
    )
    
    
    3,956Income from operations
    
    
    34,403
    
    
    
    25,614
    
    
    
    77,373
    
    
    
    41,853Interest expense, net
    
    
    17,700
    
    
    
    16,645
    
    
    
    51,694
    
    
    
    48,242Foreign currency (gain) loss
    
    
    99
    
    
    
    267
    
    
    
    (865
    )
    
    
    556Income (loss) before income taxes
    
    
    16,604
    
    
    
    8,702
    
    
    
    26,544
    
    
    
    (6,945
    )Income taxes (benefit)
    
    
    8,976
    
    
    
    3,289
    
    
    
    13,768
    
    
    
    (2,998
    )Net income (loss)
    
    $
    7,628
    
    
    $
    5,413
    
    
    $
    12,776
    
    
    $
    (3,947
    )
  -2-




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AMH HOLDINGS, INC.
 
    Nine Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    October 1,2006
    
    
    2005Operating ActivitiesNet income (loss)
    
    $
    12,776
    
    
    $
    (3,947
    )Adjustments to reconcile net income (loss) to net cash provided
by operating activities:Depreciation and amortization
    
    
    16,181
    
    
    
    15,339Deferred taxes
    
    
    (10,043
    )
    
    
    (8,562
    )Amortization of debt discount and deferred financing costs
    
    
    30,207
    
    
    
    27,122Amortization of management fee
    
    
    375
    
    
    
    3,000Stock compensation expense
    
    
    27
    
    
    
    319Gain on sale of assets
    
    
    (330
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (29,256
    )
    
    
    (49,259
    )Inventories
    
    
    (24,315
    )
    
    
    (29,387
    )Income taxes
    
    
    10,012
    
    
    
    9,033Accounts payable and accrued liabilities
    
    
    22,388
    
    
    
    54,157Other
    
    
    (1,116
    )
    
    
    (2,396
    )Net cash provided by operating activities
    
    
    26,906
    
    
    
    15,419Investing ActivitiesAdditions to property, plant and equipment
    
    
    (11,876
    )
    
    
    (18,961
    )Proceeds from disposal of property, plant and equipment
    
    
    2,881
    
    
    
    Net cash used in investing activities
    
    
    (8,995
    )
    
    
    (18,961
    )Financing ActivitiesRepayments of term loan
    
    
    (10,000
    )
    
    
    (437
    )Dividends
    
    
    (7,735
    )
    
    
    (38,275
    )Financing costs
    
    
    (128
    )
    
    
    (99
    )Settlement of promissory notes
    
    
    
    
    
    
    (11,607
    )Options exercised
    
    
    
    
    
    
    (319
    )Net cash used in financing activities
    
    
    (17,863
    )
    
    
    (50,737
    )Effect of exchange rate changes on cash
    
    
    167
    
    
    
    36Net increase (decrease) in cash
    
    
    215
    
    
    
    (54,243
    )Cash at beginning of period
    
    
    12,300
    
    
    
    58,054Cash at end of period
    
    $
    12,515
    
    
    $
    3,811Supplemental information:Cash paid for interest
    
    $
    17,467
    
    
    $
    16,575Cash paid (received) for income taxes
    
    $
    13,801
    
    
    $
    (3,551
    )
  -3-




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AMH HOLDINGS, INC.
 
    Note 1  Basis of Presentation
      Recent Accounting Pronouncements
   -4-




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##### Table of Contents



Note 2  Inventories
  September 30,
    
    
    December 31,2006
    
    
    2005Raw materials
    
    $
    37,834
    
    
    $
    27,480Work-in-process
    
    
    14,206
    
    
    
    10,709Finished goods and purchased stock
    
    
    106,988
    
    
    
    95,335$
    159,028
    
    
    $
    133,524
 Note 3
 Goodwill and Other Intangible Assets
  AverageAmortization
    
    
    September 30, 2006
    
    
    December 31, 2005Period
    
    
    
    
    
    
    Accumulated
    
    
    Net Carrying
    
    
    
    
    
    
    Accumulated
    
    
    Net Carrying(in Years)
    
    
    Cost
    
    
    Amortization
    
    
    Value
    
    
    Cost
    
    
    Amortization
    
    
    ValueTrademarks and
trade names
    
    
    15
    
    
    $
    109,280
    
    
    $
    7,982
    
    
    $
    101,298
    
    
    $
    109,280
    
    
    $
    6,580
    
    
    $
    102,700Patents
    
    
    10
    
    
    
    6,550
    
    
    
    2,905
    
    
    
    3,645
    
    
    
    6,550
    
    
    
    2,416
    
    
    
    4,134Customer base
    
    
    7
    
    
    
    4,905
    
    
    
    2,313
    
    
    
    2,592
    
    
    
    4,824
    
    
    
    1,791
    
    
    
    3,033Total other
intangible assets
    
    
    
    
    
    $
    120,735
    
    
    $
    13,200
    
    
    $
    107,535
    
    
    $
    120,654
    
    
    $
    10,787
    
    
    $
    109,867
 ® ® ®
 Note 4
 Long-Term Debt
  September 30,
    
    
    December 31,2006
    
    
    20059 3/4% notes
    
    $
    165,000
    
    
    $
    165,00011 1/4% senior discount notes
    
    
    342,426
    
    
    
    315,478Term loan under credit facility
    
    
    142,000
    
    
    
    152,000Total debt
    
    $
    649,426
    
    
    $
    632,478
   -5-




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Note 5
 Stockholders Equity
  Note 6
 Stock Plans
   
    
    Options to purchase shares of AMH common stock at the fair market value on the date of
grant, which will vest over time;
    
    Options to purchase shares of AMH common stock at the fair market value on the date of
grant, which will vest 100% on the eighth anniversary from the date of grant provided that
the option vesting may be accelerated upon the occurrence of a liquidity event, as defined
in the 2002 Plan, and the achievement of a specified internal rate of return on the funds
invested
 -6-




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by Harvest Partners and minimum aggregate proceeds for the investment by Harvest
Partners (performance-based options) and;
 
    
    Options to purchase shares of Holdings common stock and preferred stock as a unit,
comprised of one share of preferred stock and a specified fraction of a share of common
stock granted in exchange for a portion of the outstanding options to purchase shares of the
predecessor companys common stock, which became fully vested upon completion of the April
2002 merger transaction. These options were exercised for Holdings stock in connection with
the March 2004 dividend recapitalization with shares being exchanged for AMH stock after
exercise. The shares of AMH preferred stock were redeemed in connection with the March 2004
dividend recapitalization.
      -7-




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Weighted
    
    
    RemainingAverage
    
    
    ContractualShares
    
    
    Exercise Price
    
    
    Term (years)Options outstanding December 31, 2005
    
    
    728,853
    
    
    $
    41.33Granted under 2004 Plan
    
    
    25,117
    
    
    
    5.00Exercised
    
    
    
    
    
    
    Expired or canceled
    
    
    (241,558
    )
    
    
    53.16Options outstanding September 30, 2006
    
    
    512,412
    
    
    $
    33.97
    
    
    
    7.0Options exercisable September 30, 2006
    
    
    233,474
    
    
    $
    6.79
    
    
    
    5.7
    Note 7
 Comprehensive Income
  Quarter
    
    
    Quarter
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income (loss) as reported
    
    $
    7,628
    
    
    $
    5,413
    
    
    $
    12,776
    
    
    $
    (3,947
    )Foreign currency translation adjustments
    
    
    (60
    )
    
    
    4,359
    
    
    
    1,433
    
    
    
    2,353Comprehensive income (loss)
    
    $
    7,568
    
    
    $
    9,772
    
    
    $
    14,209
    
    
    $
    (1,594
    )
 Note 8
 Retirement Plans
  -8-




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Quarter
    
    
    QuarterEnded
    
    
    EndedSeptember 30,
    
    
    October 1,2006
    
    
    2005Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansNet periodic pension costService cost
    
    $
    127
    
    
    $
    508
    
    
    $
    123
    
    
    $
    344Interest cost
    
    
    714
    
    
    
    608
    
    
    
    718
    
    
    
    522Expected return on assets
    
    
    (774
    )
    
    
    (671
    )
    
    
    (759
    )
    
    
    (554
    )Amortization of prior service costs
    
    
    8
    
    
    
    7
    
    
    
    
    
    
    
    Amortization of unrecognized net loss
    
    
    182
    
    
    
    10
    
    
    
    143
    
    
    
    Net periodic pension cost
    
    $
    257
    
    
    $
    462
    
    
    $
    225
    
    
    $
    312
 Nine Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    October 1,2006
    
    
    2005Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansNet periodic pension costService cost
    
    $
    382
    
    
    $
    1,513
    
    
    $
    370
    
    
    $
    1,003Interest cost
    
    
    2,089
    
    
    
    1,812
    
    
    
    2,058
    
    
    
    1,524Expected return on assets
    
    
    (2,238
    )
    
    
    (2,001
    )
    
    
    (2,276
    )
    
    
    (1,615
    )Amortization of prior service costs
    
    
    8
    
    
    
    21
    
    
    
    
    
    
    
    Amortization of unrecognized net loss
    
    
    638
    
    
    
    30
    
    
    
    428
    
    
    
    1Net periodic pension cost
    
    $
    879
    
    
    $
    1,375
    
    
    $
    580
    
    
    $
    913
 Note 9
 Business Segments
  Quarter
    
    
    Quarter
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2006
    
    
    2005
    
    
    2006
    
    
    2005Vinyl windows
    
    $
    112,215
    
    
    $
    101,606
    
    
    $
    305,805
    
    
    $
    267,340Vinyl siding products
    
    
    89,843
    
    
    
    91,982
    
    
    
    256,591
    
    
    
    243,529Metal products
    
    
    62,301
    
    
    
    59,524
    
    
    
    172,233
    
    
    
    155,238Third party manufactured products
    
    
    53,951
    
    
    
    49,786
    
    
    
    145,837
    
    
    
    130,791Other products and services
    
    
    25,092
    
    
    
    25,351
    
    
    
    70,545
    
    
    
    65,284$
    343,402
    
    
    $
    328,249
    
    
    $
    951,011
    
    
    $
    862,182
 Note 10  Product Warranty Costs and Service Returns
  -9-




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Nine Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    October 1,2006
    
    
    2005Balance at the beginning of the period
    
    $
    21,740
    
    
    $
    21,579Provision for warranties issued
    
    
    7,261
    
    
    
    5,912Claims paid
    
    
    (6,009
    )
    
    
    (5,939
    )Balance at the end of the period
    
    $
    22,992
    
    
    $
    21,552
 Note
11  Subsidiary Guarantors
  -10-




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ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    7,386
    
    
    $
    1,373
    
    
    $
    3,756
    
    
    $
    
    
    
    $
    12,515Accounts receivable, net
    
    
    115,389
    
    
    
    27,752
    
    
    
    34,670
    
    
    
    
    
    
    
    177,811Intercompany receivables
    
    
    
    
    
    
    24,135
    
    
    
    18,760
    
    
    
    (42,895
    )
    
    
    Receivable from parent
    
    
    3,908
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,908Inventories
    
    
    97,009
    
    
    
    22,883
    
    
    
    39,136
    
    
    
    
    
    
    
    159,028Income taxes receivable
    
    
    
    
    
    
    224
    
    
    
    
    
    
    
    (224
    )
    
    
    Deferred income taxes
    
    
    17,560
    
    
    
    9,069
    
    
    
    
    
    
    
    
    
    
    
    26,629Other current assets
    
    
    5,099
    
    
    
    1,317
    
    
    
    1,500
    
    
    
    
    
    
    
    7,916Total current assets
    
    
    246,351
    
    
    
    86,753
    
    
    
    97,822
    
    
    
    (43,119
    )
    
    
    387,807Property, plant and equipment, net
    
    
    103,339
    
    
    
    3,395
    
    
    
    33,637
    
    
    
    
    
    
    
    140,371Goodwill
    
    
    194,174
    
    
    
    36,492
    
    
    
    
    
    
    
    
    
    
    
    230,666Other intangible assets, net
    
    
    95,128
    
    
    
    11,345
    
    
    
    1,062
    
    
    
    
    
    
    
    107,535Investment in subsidiaries
    
    
    149,386
    
    
    
    57,343
    
    
    
    
    
    
    
    (206,729
    )
    
    
    Other assets
    
    
    14,364
    
    
    
    
    
    
    
    460
    
    
    
    
    
    
    
    14,824Total assets
    
    $
    802,742
    
    
    $
    195,328
    
    
    $
    132,981
    
    
    $
    (249,848
    )
    
    $
    881,203Liabilities And Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    54,662
    
    
    $
    19,054
    
    
    $
    33,305
    
    
    $
    
    
    
    $
    107,021Intercompany payables
    
    
    25,366
    
    
    
    
    
    
    
    17,529
    
    
    
    (42,895
    )
    
    
    Accrued liabilities
    
    
    54,018
    
    
    
    8,278
    
    
    
    9,080
    
    
    
    
    
    
    
    71,376Income taxes payable
    
    
    14,648
    
    
    
    
    
    
    
    3,392
    
    
    
    (224
    )
    
    
    17,816Total current liabilities
    
    
    148,694
    
    
    
    27,332
    
    
    
    63,306
    
    
    
    (43,119
    )
    
    
    196,213Deferred income taxes
    
    
    61,869
    
    
    
    1,796
    
    
    
    3,067
    
    
    
    
    
    
    
    66,732Other liabilities
    
    
    15,978
    
    
    
    16,814
    
    
    
    9,265
    
    
    
    
    
    
    
    42,057Long-term debt
    
    
    307,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    307,000Stockholders equity
    
    
    269,201
    
    
    
    149,386
    
    
    
    57,343
    
    
    
    (206,729
    )
    
    
    269,201Total liabilities and
stockholders equity
    
    $
    802,742
    
    
    $
    195,328
    
    
    $
    132,981
    
    
    $
    (249,848
    )
    
    $
    881,203
 -11-




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##### Table of Contents



ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    241,211
    
    
    $
    60,685
    
    
    $
    84,026
    
    
    $
    (42,520
    )
    
    $
    343,402Cost of sales
    
    
    177,561
    
    
    
    58,913
    
    
    
    64,353
    
    
    
    (42,520
    )
    
    
    258,307Gross profit
    
    
    63,650
    
    
    
    1,772
    
    
    
    19,673
    
    
    
    
    
    
    
    85,095Selling, general and
administrative expense
    
    
    38,749
    
    
    
    4,673
    
    
    
    7,270
    
    
    
    
    
    
    
    50,692Facility closure costs, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from operations
    
    
    24,901
    
    
    
    (2,901
    )
    
    
    12,403
    
    
    
    
    
    
    
    34,403Interest expense, net
    
    
    7,975
    
    
    
    
    
    
    
    259
    
    
    
    
    
    
    
    8,234Foreign currency (gain) loss
    
    
    
    
    
    
    
    
    
    
    99
    
    
    
    
    
    
    
    99Income (loss) before income taxes
    
    
    16,926
    
    
    
    (2,901
    )
    
    
    12,045
    
    
    
    
    
    
    
    26,070Income taxes
    
    
    4,698
    
    
    
    3,347
    
    
    
    3,441
    
    
    
    
    
    
    
    11,486Income (loss) before equity
income from subsidiaries
    
    
    12,228
    
    
    
    (6,248
    )
    
    
    8,604
    
    
    
    
    
    
    
    14,584Equity income from subsidiaries
    
    
    2,356
    
    
    
    8,604
    
    
    
    
    
    
    
    (10,960
    )
    
    
    Net income
    
    $
    14,584
    
    
    $
    2,356
    
    
    $
    8,604
    
    
    $
    (10,960
    )
    
    $
    14,584
 ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    665,234
    
    
    $
    187,507
    
    
    $
    231,159
    
    
    $
    (132,889
    )
    
    $
    951,011Cost of sales
    
    
    492,905
    
    
    
    178,183
    
    
    
    181,372
    
    
    
    (132,889
    )
    
    
    719,571Gross profit
    
    
    172,329
    
    
    
    9,324
    
    
    
    49,787
    
    
    
    
    
    
    
    231,440Selling, general and
administrative expense
    
    
    118,102
    
    
    
    14,528
    
    
    
    21,529
    
    
    
    
    
    
    
    154,159Facility closure costs, net
    
    
    (92
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92
    )Income (loss) from operations
    
    
    54,319
    
    
    
    (5,204
    )
    
    
    28,258
    
    
    
    
    
    
    
    77,373Interest expense, net
    
    
    23,132
    
    
    
    
    
    
    
    825
    
    
    
    
    
    
    
    23,957Foreign currency (gain) loss
    
    
    
    
    
    
    
    
    
    
    (865
    )
    
    
    
    
    
    
    (865
    )Income (loss) before income taxes
    
    
    31,187
    
    
    
    (5,204
    )
    
    
    28,298
    
    
    
    
    
    
    
    54,281Income taxes
    
    
    10,686
    
    
    
    3,736
    
    
    
    8,885
    
    
    
    
    
    
    
    23,307Income (loss) before equity
income from subsidiaries
    
    
    20,501
    
    
    
    (8,940
    )
    
    
    19,413
    
    
    
    
    
    
    
    30,974Equity income from subsidiaries
    
    
    10,473
    
    
    
    19,413
    
    
    
    
    
    
    
    (29,886
    )
    
    
    Net income
    
    $
    30,974
    
    
    $
    10,473
    
    
    $
    19,413
    
    
    $
    (29,886
    )
    
    $
    30,974
 -12-




---



##### Table of Contents



ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    ConsolidatedNet cash provided by (used in) operating activities
    
    $
    29,335
    
    
    $
    (10,549
    )
    
    $
    8,120
    
    
    $
    26,906Investing ActivitiesAdditions to property, plant and equipment
    
    
    (9,923
    )
    
    
    (96
    )
    
    
    (1,857
    )
    
    
    (11,876
    )Proceeds from disposal of property, plant and
equipment
    
    
    2,772
    
    
    
    41
    
    
    
    68
    
    
    
    2,881Net cash used in investing activities
    
    
    (7,151
    )
    
    
    (55
    )
    
    
    (1,789
    )
    
    
    (8,995
    )Financing ActivitiesRepayments of term loan
    
    
    (10,000
    )
    
    
    
    
    
    
    
    
    
    
    (10,000
    )Dividends
    
    
    (7,735
    )
    
    
    
    
    
    
    
    
    
    
    (7,735
    )Financing costs
    
    
    (128
    )
    
    
    
    
    
    
    
    
    
    
    (128
    )Intercompany transactions
    
    
    (3,945
    )
    
    
    10,931
    
    
    
    (6,986
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    (21,808
    )
    
    
    10,931
    
    
    
    (6,986
    )
    
    
    (17,863
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    167
    
    
    
    167Net increase (decrease) in cash
    
    
    376
    
    
    
    327
    
    
    
    (488
    )
    
    
    215Cash at beginning of period
    
    
    7,010
    
    
    
    1,046
    
    
    
    4,244
    
    
    
    12,300Cash at end of period
    
    $
    7,386
    
    
    $
    1,373
    
    
    $
    3,756
    
    
    $
    12,515
 -13-




---



##### Table of Contents



ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    7,010
    
    
    $
    1,046
    
    
    $
    4,244
    
    
    $
    
    
    
    $
    12,300Accounts receivable, net
    
    
    100,679
    
    
    
    26,506
    
    
    
    20,479
    
    
    
    
    
    
    
    147,664Intercompany receivables
    
    
    
    
    
    
    34,843
    
    
    
    18,787
    
    
    
    (53,630
    )
    
    
    Receivable from parent
    
    
    3,908
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,908Inventories
    
    
    90,773
    
    
    
    14,672
    
    
    
    28,079
    
    
    
    
    
    
    
    133,524Income taxes receivable
    
    
    
    
    
    
    2,860
    
    
    
    
    
    
    
    (2,860
    )
    
    
    Deferred income taxes
    
    
    17,560
    
    
    
    9,069
    
    
    
    
    
    
    
    
    
    
    
    26,629Other current assets
    
    
    7,987
    
    
    
    1,062
    
    
    
    1,171
    
    
    
    
    
    
    
    10,220Total current assets
    
    
    227,917
    
    
    
    90,058
    
    
    
    72,760
    
    
    
    (56,490
    )
    
    
    334,245Property, plant and equipment, net
    
    
    106,887
    
    
    
    4,167
    
    
    
    32,534
    
    
    
    
    
    
    
    143,588Goodwill
    
    
    194,174
    
    
    
    36,517
    
    
    
    
    
    
    
    
    
    
    
    230,691Other intangible assets, net
    
    
    96,803
    
    
    
    11,819
    
    
    
    1,245
    
    
    
    
    
    
    
    109,867Investment in subsidiaries
    
    
    137,480
    
    
    
    36,497
    
    
    
    
    
    
    
    (173,977
    )
    
    
    Other assets
    
    
    15,999
    
    
    
    
    
    
    
    501
    
    
    
    
    
    
    
    16,500Total assets
    
    $
    779,260
    
    
    $
    179,058
    
    
    $
    107,040
    
    
    $
    (230,467
    )
    
    $
    834,891Liabilities And Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    57,820
    
    
    $
    13,073
    
    
    $
    26,040
    
    
    $
    
    
    
    $
    96,933Intercompany payables
    
    
    29,311
    
    
    
    
    
    
    
    24,319
    
    
    
    (53,630
    )
    
    
    Accrued liabilities
    
    
    41,568
    
    
    
    9,162
    
    
    
    6,981
    
    
    
    
    
    
    
    57,711Income taxes payable
    
    
    10,263
    
    
    
    
    
    
    
    368
    
    
    
    (2,860
    )
    
    
    7,771Total current liabilities
    
    
    138,962
    
    
    
    22,235
    
    
    
    57,708
    
    
    
    (56,490
    )
    
    
    162,415Deferred income taxes
    
    
    62,208
    
    
    
    1,549
    
    
    
    3,344
    
    
    
    
    
    
    
    67,101Other liabilities
    
    
    16,589
    
    
    
    17,794
    
    
    
    9,491
    
    
    
    
    
    
    
    43,874Long-term debt
    
    
    317,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    317,000Stockholders equity
    
    
    244,501
    
    
    
    137,480
    
    
    
    36,497
    
    
    
    (173,977
    )
    
    
    244,501Total liabilities and
stockholders equity
    
    $
    779,260
    
    
    $
    179,058
    
    
    $
    107,040
    
    
    $
    (230,467
    )
    
    $
    834,891
 -14-




---



##### Table of Contents



ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    227,844
    
    
    $
    66,084
    
    
    $
    81,235
    
    
    $
    (46,914
    )
    
    $
    328,249Cost of sales
    
    
    171,059
    
    
    
    63,566
    
    
    
    65,803
    
    
    
    (46,914
    )
    
    
    253,514Gross profit
    
    
    56,785
    
    
    
    2,518
    
    
    
    15,432
    
    
    
    
    
    
    
    74,735Selling, general and
administrative expense
    
    
    37,279
    
    
    
    4,605
    
    
    
    6,696
    
    
    
    
    
    
    
    48,580Facility closure costs
    
    
    541
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    541Income (loss) from operations
    
    
    18,965
    
    
    
    (2,087
    )
    
    
    8,736
    
    
    
    
    
    
    
    25,614Interest expense, net
    
    
    7,959
    
    
    
    
    
    
    
    175
    
    
    
    
    
    
    
    8,134Foreign currency loss
    
    
    
    
    
    
    
    
    
    
    267
    
    
    
    
    
    
    
    267Income (loss) before income taxes
    
    
    11,006
    
    
    
    (2,087
    )
    
    
    8,294
    
    
    
    
    
    
    
    17,213Income taxes (benefit)
    
    
    3,258
    
    
    
    (1,017
    )
    
    
    3,271
    
    
    
    
    
    
    
    5,512Income (loss) before equity
income from subsidiaries
    
    
    7,748
    
    
    
    (1,070
    )
    
    
    5,023
    
    
    
    
    
    
    
    11,701Equity income from subsidiaries
    
    
    3,953
    
    
    
    5,023
    
    
    
    
    
    
    
    (8,976
    )
    
    
    Net income
    
    $
    11,701
    
    
    $
    3,953
    
    
    $
    5,023
    
    
    $
    (8,976
    )
    
    $
    11,701
 ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    605,284
    
    
    $
    176,729
    
    
    $
    200,475
    
    
    $
    (120,306
    )
    
    $
    862,182Cost of sales
    
    
    455,362
    
    
    
    165,719
    
    
    
    165,438
    
    
    
    (120,306
    )
    
    
    666,213Gross profit
    
    
    149,922
    
    
    
    11,010
    
    
    
    35,037
    
    
    
    
    
    
    
    195,969Selling, general and
administrative expense
    
    
    115,175
    
    
    
    15,847
    
    
    
    19,138
    
    
    
    
    
    
    
    150,160Facility closure costs
    
    
    3,956
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,956Income (loss) from operations
    
    
    30,791
    
    
    
    (4,837
    )
    
    
    15,899
    
    
    
    
    
    
    
    41,853Interest expense, net
    
    
    22,878
    
    
    
    
    
    
    
    509
    
    
    
    
    
    
    
    23,387Foreign currency loss
    
    
    
    
    
    
    
    
    
    
    556
    
    
    
    
    
    
    
    556Income (loss) before income taxes
    
    
    7,913
    
    
    
    (4,837
    )
    
    
    14,834
    
    
    
    
    
    
    
    17,910Income taxes (benefit)
    
    
    2,499
    
    
    
    (2,186
    )
    
    
    5,462
    
    
    
    
    
    
    
    5,775Income (loss) before equity
income from subsidiaries
    
    
    5,414
    
    
    
    (2,651
    )
    
    
    9,372
    
    
    
    
    
    
    
    12,135Equity income from subsidiaries
    
    
    6,721
    
    
    
    9,372
    
    
    
    
    
    
    
    (16,093
    )
    
    
    Net income
    
    $
    12,135
    
    
    $
    6,721
    
    
    $
    9,372
    
    
    $
    (16,093
    )
    
    $
    12,135
 -15-




---



##### Table of Contents



ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    ConsolidatedNet cash provided by (used in) operating activities
    
    $
    14,868
    
    
    $
    (10,158
    )
    
    $
    10,291
    
    
    $
    15,001Investing ActivitiesAdditions to property, plant and equipment
    
    
    (17,681
    )
    
    
    (444
    )
    
    
    (836
    )
    
    
    (18,961
    )Net cash used in investing activities
    
    
    (17,681
    )
    
    
    (444
    )
    
    
    (836
    )
    
    
    (18,961
    )Financing ActivitiesRepayments of term loan
    
    
    (437
    )
    
    
    
    
    
    
    
    
    
    
    (437
    )Dividends
    
    
    (38,275
    )
    
    
    
    
    
    
    
    
    
    
    (38,275
    )Settlement of promissory notes
    
    
    (11,607
    )
    
    
    
    
    
    
    
    
    
    
    (11,607
    )Intercompany transactions
    
    
    9,510
    
    
    
    3,971
    
    
    
    (13,481
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    (40,809
    )
    
    
    3,971
    
    
    
    (13,481
    )
    
    
    (50,319
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    36
    
    
    
    36Net decrease in cash
    
    
    (43,622
    )
    
    
    (6,631
    )
    
    
    (3,990
    )
    
    
    (54,243
    )Cash at beginning of period
    
    
    43,693
    
    
    
    6,883
    
    
    
    7,478
    
    
    
    58,054Cash at end of period
    
    $
    71
    
    
    $
    252
    
    
    $
    3,488
    
    
    $
    3,811
 -16-




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  ® ® ®
    -17-




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##### Table of Contents



Results of Operations
  Quarter
    
    
    Quarter
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    343,402
    
    
    $
    328,249
    
    
    $
    951,011
    
    
    $
    862,182Cost of sales
    
    
    258,307
    
    
    
    253,514
    
    
    
    719,571
    
    
    
    666,213Gross profit
    
    
    85,095
    
    
    
    74,735
    
    
    
    231,440
    
    
    
    195,969Selling, general and
administrative expense
    
    
    50,692
    
    
    
    48,580
    
    
    
    154,159
    
    
    
    150,160Facility closure costs, net
    
    
    
    
    
    
    541
    
    
    
    (92
    )
    
    
    3,956Income from operations
    
    
    34,403
    
    
    
    25,614
    
    
    
    77,373
    
    
    
    41,853Interest expense, net
    
    
    17,700
    
    
    
    16,645
    
    
    
    51,694
    
    
    
    48,242Foreign currency (gain) loss
    
    
    99
    
    
    
    267
    
    
    
    (865
    )
    
    
    556Income (loss) before income taxes
    
    
    16,604
    
    
    
    8,702
    
    
    
    26,544
    
    
    
    (6,945
    )Income taxes (benefit)
    
    
    8,976
    
    
    
    3,289
    
    
    
    13,768
    
    
    
    (2,998
    )Net income (loss)
    
    $
    7,628
    
    
    $
    5,413
    
    
    $
    12,776
    
    
    $
    (3,947
    )Other Data:EBITDA (a)
    
    $
    39,729
    
    
    $
    30,609
    
    
    $
    94,419
    
    
    $
    56,636Adjusted EBITDA (a)
    
    
    39,953
    
    
    
    32,417
    
    
    
    95,949
    
    
    
    64,467
 -18-




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##### Table of Contents



Quarter
    
    
    Quarter
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2006
    
    
    2005
    
    
    2006
    
    
    2005Vinyl windows
    
    $
    112,215
    
    
    $
    101,606
    
    
    $
    305,805
    
    
    $
    267,340Vinyl siding products
    
    
    89,843
    
    
    
    91,982
    
    
    
    256,591
    
    
    
    243,529Metal products
    
    
    62,301
    
    
    
    59,524
    
    
    
    172,233
    
    
    
    155,238Third party manufactured products
    
    
    53,951
    
    
    
    49,786
    
    
    
    145,837
    
    
    
    130,791Other products and services
    
    
    25,092
    
    
    
    25,351
    
    
    
    70,545
    
    
    
    65,284$
    343,402
    
    
    $
    328,249
    
    
    $
    951,011
    
    
    $
    862,182
 
 (a)
    
    EBITDA is calculated as net income (loss) plus interest, taxes, depreciation and
amortization. Adjusted EBITDA excludes certain items. The Company considers adjusted EBITDA
to be an important indicator of its operational strength and performance of its business.
The Company has included adjusted EBITDA because it is a key financial measure used by
management to (i) assess the Companys ability to service its debt and / or incur debt and
meet the Companys capital expenditure requirements; (ii) internally measure the Companys
operating performance; and (iii) determine the Companys incentive compensation programs. In
addition, the Companys credit facility has certain covenants that use ratios utilizing this
measure of adjusted EBITDA. EBITDA and adjusted EBITDA have not been prepared in accordance
with accounting principles generally accepted in the United States (GAAP). Adjusted EBITDA
as presented by the Company may not be comparable to similarly titled measures reported by
other companies. EBITDA and adjusted EBITDA are not measures determined in accordance with
GAAP and should not be considered as alternatives to, or more meaningful than, net income (as
determined in accordance with GAAP) as a measure of the Companys operating results or cash
flows from operations (as determined in accordance with GAAP) as a measure of the Companys
liquidity. The reconciliation of the Companys net income (loss) to EBITDA and adjusted
EBITDA is as follows (in thousands): Nine Months
    
    
    Nine MonthsQuarter Ended
    
    
    Quarter Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income (loss)
    
    $
    7,628
    
    
    $
    5,413
    
    
    $
    12,776
    
    
    $
    (3,947
    )Interest expense, net
    
    
    17,700
    
    
    
    16,645
    
    
    
    51,694
    
    
    
    48,242Income taxes
    
    
    8,976
    
    
    
    3,289
    
    
    
    13,768
    
    
    
    (2,998
    )Depreciation and amortization
    
    
    5,425
    
    
    
    5,262
    
    
    
    16,181
    
    
    
    15,339EBITDA
    
    
    39,729
    
    
    
    30,609
    
    
    
    94,419
    
    
    
    56,636Foreign currency (gain) loss
    
    
    99
    
    
    
    267
    
    
    
    (865
    )
    
    
    556Separation costs (b)
    
    
    
    
    
    
    
    
    
    
    2,085
    
    
    
    Amortization of management fee (c)
    
    
    125
    
    
    
    1,000
    
    
    
    375
    
    
    
    3,000Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    27
    
    
    
    319Facility closure costs, net (d)
    
    
    
    
    
    
    541
    
    
    
    (92
    )
    
    
    3,956Adjusted EBITDA
    
    $
    39,953
    
    
    $
    32,417
    
    
    $
    95,949
    
    
    $
    64,467
 
 (b)
    
    Represents separation costs, including payroll taxes and benefits, related to the
resignation of Mr. Caporale, former Chairman, President and Chief Executive Officer of the
Company by mutual agreement with the Companys Board of Directors.(c)
    
    Represents amortization of a prepaid management fee of $6 million paid to Investcorp
International Inc. in connection with the December 2004 recapitalization transaction. The
Company is expensing the prepaid management fee based on the services provided over the life
of the agreement, as defined in the Management Advisory Agreement with Investcorp
International Inc. In accordance with the Management Advisory Agreement, the Company
recorded $4 million as expense for the year ended December 31, 2005, with the remaining
unamortized amount to be expensed equally over the remaining four-year term of the agreement.(d)
    
    Amounts recorded during 2005 represent costs associated with the closure of the Freeport,
Texas manufacturing facility during 2005 consisting primarily of equipment relocation
expenses. Amounts recorded during 2006 include the gain realized upon the final sale of the
facility, partially offset by other non-recurring expenses associated with the closure of the
manufacturing facility. Quarter Ended September 30, 2006 Compared to Quarter Ended October 1, 2005
  -19-




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##### Table of Contents



Nine Months Ended September 30, 2006 Compared to Nine Months Ended October 1, 2005
   -20-




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##### Table of Contents



Recent Accounting Pronouncements
   -21-




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##### Table of Contents



Liquidity and Capital Resources
  Nine Months
    
    Nine MonthsEnded
    
    EndedSeptember 30,
    
    October 1,2006
    
    2005Cash provided by operating activities
    
    $
    26,906
    
    
    $
    15,419Cash used in investing activities
    
    
    (8,995
    )
    
    
    (18,961
    )Cash used in financing activities
    
    
    (17,863
    )
    
    
    (50,737
    )
 Cash Flows
  Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  -22-




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##### Table of Contents



Description of the Companys Outstanding Indebtedness
         -23-




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##### Table of Contents



Effects of Inflation
  Certain Forward-Looking Statements
  
    
    the Companys operations and results of operations;
    
    changes in home building industry, economic conditions, interest rates,
foreign currency exchange rates and other conditions;
    
    changes in availability of consumer credit, employment trends, levels of
consumer confidence and consumer preferences;
    
    changes in raw material costs and availability;
    
    market acceptance of price increases;
    
    changes in national and regional trends in new housing starts and home remodeling;
 -24-




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##### Table of Contents




    
    changes in weather conditions;
    
    the Companys ability to comply with certain financial covenants in the
credit facility and indenture governing its indebtedness;
    
    the Companys ability to make distributions, payments or loans to its
parent company to allow it to make required payments on its debt;
    
    increases in competition from other manufacturers of vinyl and metal
exterior residential building products as well as alternative building products;
    
    shifts in market demand;
    
    increases in the Companys indebtedness;
    
    increases in costs of environmental compliance;
    
    increases in capital expenditure requirements;
    
    potential conflict between existing Alside and Gentek distribution channels;
    
    the other factors discussed under the heading Risk Factors in the
Companys annual report on Form 10-K for the year ended December 31, 2005 and elsewhere
in this report.
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk
   -25-




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##### Table of Contents



Foreign Currency Exchange Risk
  Commodity Price Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  -26-




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##### Table of Contents



Item 6. Exhibits
 (a) Exhibits
 ExhibitNumber
    
    Description3.1
    
    Second Amended and Restated Certificate of Incorporation of AMH Holdings, Inc.10.1
    
    Employment Agreement, dated as of August 21, 2006, by and between Associated Materials
Incorporated and Thomas N. Chieffe (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K, filed with the Securities and Exchange Commission on August 23, 2006).31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act, as
adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act, as
adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of the 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 the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
 
 *
    
    This document is being furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K and
SEC Release Nos. 33-8238 and 34-47986. -27-




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##### Table of Contents



SIGNATURES
  AMH HOLDINGS, INC.
(Registrant)Date: November 14, 2006
    By:
    /s/ Thomas N. ChieffeThomas N. ChieffePresident and Chief Executive Officer
(Principal Executive Officer)By:
    /s/ D. Keith LaVanwayD. Keith LaVanwayVice President  Finance,
Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer) -28-




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    Second Amended and Restated Certificate of Incorporation of AMH Holdings, Inc.10.1
    
    Employment Agreement, dated as of August 21, 2006, by and between Associated Materials
Incorporated and Thomas N. Chieffe (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K, filed with the Securities and Exchange Commission on August 23, 2006).31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act, as
adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act, as
adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 -29-