##### 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 October 3, 2009
 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, LLC
  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
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes o No þ




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##### 



AMH HOLDINGS, LLC
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Unaudited Financial StatementsUnaudited
Condensed Consolidated Balance SheetsOctober 3, 2009 and January 3, 2009
    
    
    1Unaudited Consolidated Statements of OperationsQuarters ended October 3, 2009 and September 27, 2008
Nine months ended October 3, 2009 and September 27, 2008
    
    
    2Unaudited
Condensed Consolidated Statements of Cash FlowsNine months ended October 3, 2009 and September 27, 2008
    
    
    3Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    30Item 4. Controls and Procedures
    
    
    31PART II. OTHER INFORMATIONItem 6. Exhibits
    
    
    32SIGNATURES
    
    
    33Exhibit 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, LLC
 
 
 October 3,
    
    
    January 3,2009
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    31,029
    
    
    $
    6,709Accounts receivable, net
    
    
    160,840
    
    
    
    116,878Inventories
    
    
    133,789
    
    
    
    141,170Deferred income taxes
    
    
    12,183
    
    
    
    12,183Prepaid expenses
    
    
    8,458
    
    
    
    10,486Total current assets
    
    
    346,299
    
    
    
    287,426Property, plant and equipment, net
    
    
    108,822
    
    
    
    115,156Goodwill
    
    
    231,285
    
    
    
    231,358Other intangible assets, net
    
    
    96,854
    
    
    
    99,131Receivable from parent
    
    
    27,035
    
    
    
    Other assets
    
    
    19,587
    
    
    
    17,650Total assets
    
    $
    829,882
    
    
    $
    750,721Liabilities and Members EquityCurrent liabilities:Accounts payable
    
    $
    123,549
    
    
    $
    54,520Payable to parent
    
    
    16,975
    
    
    
    10,526Accrued liabilities
    
    
    74,058
    
    
    
    54,449Income taxes payable
    
    
    10,205
    
    
    
    6,578Total current liabilities
    
    
    224,787
    
    
    
    126,073Deferred income taxes
    
    
    36,386
    
    
    
    45,346Other liabilities
    
    
    58,815
    
    
    
    53,655Long-term debt
    
    
    639,500
    
    
    
    659,095Members equity
    
    
    (129,606
    )
    
    
    (133,448
    )Total liabilities and members equity
    
    $
    829,882
    
    
    $
    750,721
   1




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AMH HOLDINGS, LLC
 
 
 Quarters Ended
    
    
    Nine Months EndedOctober 3,
    
    
    September 27,
    
    
    October 3,
    
    
    September 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    324,807
    
    
    $
    342,678
    
    
    $
    772,108
    
    
    $
    858,368Cost of sales
    
    
    226,998
    
    
    
    256,092
    
    
    
    566,065
    
    
    
    648,177Gross profit
    
    
    97,809
    
    
    
    86,586
    
    
    
    206,043
    
    
    
    210,191Selling, general and
administrative expense
    
    
    53,323
    
    
    
    55,898
    
    
    
    153,118
    
    
    
    158,888Gain on debt extinguishment
    
    
    
    
    
    
    
    
    
    
    8,897
    
    
    
    Manufacturing restructuring costs
    
    
    
    
    
    
    
    
    
    
    5,255
    
    
    
    1,783Income from operations
    
    
    44,486
    
    
    
    30,688
    
    
    
    56,567
    
    
    
    49,520Interest expense, net
    
    
    18,379
    
    
    
    17,311
    
    
    
    54,080
    
    
    
    51,707Foreign currency gain (loss)
    
    
    (112
    )
    
    
    (238
    )
    
    
    110
    
    
    
    (328
    )Income (loss) before income taxes
    
    
    25,995
    
    
    
    13,139
    
    
    
    2,597
    
    
    
    (2,515
    )Income taxes (benefit)
    
    
    1,058
    
    
    
    14,210
    
    
    
    3,312
    
    
    
    (896
    )Net income (loss)
    
    $
    24,937
    
    
    $
    (1,071
    )
    
    $
    (715
    )
    
    $
    (1,619
    )
   2




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AMH HOLDINGS, LLC
 
 
 Nine Months EndedOctober 3,
    
    
    September 27,2009
    
    
    2008Operating ActivitiesNet loss
    
    $
    (715
    )
    
    $
    (1,619
    )Adjustments to reconcile net loss to net cash provided by
operating activities:Depreciation and amortization
    
    
    16,579
    
    
    
    17,119Provision for losses on accounts receivable
    
    
    8,279
    
    
    
    6,072Amortization of deferred financing costs and
accretion on senior discount notes
    
    
    10,529
    
    
    
    35,902Amortization of management fee
    
    
    375
    
    
    
    375Deferred income taxes
    
    
    (9,641
    )
    
    
    (12,933
    )Non-cash portion of gain on debt extinguishment
    
    
    (8,897
    )
    
    
    Non-cash portion of manufacturing restructuring costs
    
    
    5,255
    
    
    
    1,577Loss on sale or disposal of assets other than by sale
    
    
    57
    
    
    
    1,967Changes in operating assets and liabilities:Accounts receivable
    
    
    (48,471
    )
    
    
    (51,966
    )Inventories
    
    
    11,058
    
    
    
    (34,116
    )Accounts payable and accrued liabilities
    
    
    83,548
    
    
    
    50,410Income taxes payable
    
    
    4,028
    
    
    
    (3,504
    )Other
    
    
    4,449
    
    
    
    (277
    )Net cash provided by operating activities
    
    
    76,433
    
    
    
    9,007Investing ActivitiesAdditions to property, plant and equipment
    
    
    (4,243
    )
    
    
    (9,774
    )AMH II intercompany loan
    
    
    (26,819
    )
    
    
    Proceeds from sale of assets
    
    
    
    
    
    
    25Net cash used in investing activities
    
    
    (31,062
    )
    
    
    (9,749
    )Financing ActivitiesNet repayments under ABL Facility
    
    
    (32,500
    )
    
    
    Issuance of senior subordinated notes
    
    
    20,000
    
    
    
    Financing costs
    
    
    (5,014
    )
    
    
    Dividends paid
    
    
    (4,269
    )
    
    
    (8,311
    )Net cash used in financing activities
    
    
    (21,783
    )
    
    
    (8,311
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    732
    
    
    
    (581
    )Net increase (decrease) in cash and cash equivalents
    
    
    24,320
    
    
    
    (9,634
    )Cash and cash equivalents at beginning of period
    
    
    6,709
    
    
    
    21,603Cash and cash equivalents at end of period
    
    $
    31,029
    
    
    $
    11,969Supplemental information:Cash paid for interest
    
    $
    34,582
    
    
    $
    11,536Cash paid for income taxes
    
    $
    8,924
    
    
    $
    15,541
   3




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AMH HOLDINGS, LLC
 
 
 Note 1  Basis of Presentation
      Recent Accounting Pronouncements
 Accounting Standards Codification
   4




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##### Table of Contents



Note 2  Inventories
  October 3,
    
    
    January 3,2009
    
    
    2009Raw materials
    
    $
    34,262
    
    
    $
    25,779Work-in-process
    
    
    11,494
    
    
    
    17,316Finished goods and purchased stock
    
    
    88,033
    
    
    
    98,075$
    133,789
    
    
    $
    141,170
  5




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##### Table of Contents



Note 3  Goodwill and Other Intangible Assets
  AverageAmortization
    
    October 3, 2009
    
    
    January 3, 2009Period
    
    
    
    
    
    Accumulated
    
    
    Net Carrying
    
    
    
    
    
    
    Accumulated
    
    
    Net Carrying(in Years)
    
    Cost
    
    
    Amortization
    
    
    Value
    
    
    Cost
    
    
    Amortization
    
    
    ValueTrademarks and
trade names
    
    
    15
    
    
    $
    108,080
    
    
    $
    13,611
    
    
    $
    94,469
    
    
    $
    108,080
    
    
    $
    12,187
    
    
    $
    95,893Patents
    
    
    10
    
    
    
    6,230
    
    
    
    4,626
    
    
    
    1,604
    
    
    
    6,230
    
    
    
    4,160
    
    
    
    2,070Customer base
    
    
    7
    
    
    
    5,073
    
    
    
    4,292
    
    
    
    781
    
    
    
    4,836
    
    
    
    3,668
    
    
    
    1,168Total other
intangible assets
    
    
    
    
    
    $
    119,383
    
    
    $
    22,529
    
    
    $
    96,854
    
    
    $
    119,146
    
    
    $
    20,015
    
    
    $
    99,131
 ® ® ®
 Note 4  Long-Term Debt
  October 3,
    
    
    January 3,2009
    
    
    20099 3/4% notes
    
    $
    165,000
    
    
    $
    165,00015% notes
    
    
    20,000
    
    
    
    11 1/4% notes
    
    
    431,000
    
    
    
    438,095Borrowings under the ABL Facility
    
    
    23,500
    
    
    
    56,000Total long-term debt
    
    $
    639,500
    
    
    $
    659,095
     6




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pari passu th th th th th th
  st st
  7




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Note 5  Comprehensive Income (Loss)
  Quarters Ended
    
    
    Nine Months EndedOctober 3,
    
    
    September 27,
    
    
    October 3,
    
    
    September 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income (loss)
    
    $
    24,937
    
    
    $
    (1,071
    )
    
    $
    (715
    )
    
    $
    (1,619
    )Unrecognized prior service cost and net loss
    
    
    262
    
    
    
    180
    
    
    
    773
    
    
    
    456Foreign currency translation adjustments
    
    
    5,313
    
    
    
    (1,595
    )
    
    
    8,055
    
    
    
    (3,708
    )Comprehensive income (loss)
    
    $
    30,512
    
    
    $
    (2,486
    )
    
    $
    8,113
    
    
    $
    (4,871
    )
  8




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Note 6  Retirement Plans
 st
 Quarters EndedOctober 3, 2009
    
    
    September 27, 2008Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansNet periodic pension costService cost
    
    $
    146
    
    
    $
    373
    
    
    $
    134
    
    
    $
    565Interest cost
    
    
    783
    
    
    
    830
    
    
    
    747
    
    
    
    820Expected return on assets
    
    
    (674
    )
    
    
    (704
    )
    
    
    (875
    )
    
    
    (959
    )Amortization of unrecognized:Prior service costs
    
    
    8
    
    
    
    8
    
    
    
    7
    
    
    
    8Cumulative net loss
    
    
    375
    
    
    
    15
    
    
    
    150
    
    
    
    27Net periodic pension cost
    
    $
    638
    
    
    $
    522
    
    
    $
    163
    
    
    $
    461
 Nine Months EndedOctober 3, 2009
    
    
    September 27, 2008Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansNet periodic pension costService cost
    
    $
    438
    
    
    $
    1,051
    
    
    $
    402
    
    
    $
    1,659Interest cost
    
    
    2,349
    
    
    
    2,339
    
    
    
    2,241
    
    
    
    2,406Expected return on assets
    
    
    (2,022
    )
    
    
    (1,983
    )
    
    
    (2,625
    )
    
    
    (2,814
    )Amortization of unrecognized:Prior service costs
    
    
    24
    
    
    
    22
    
    
    
    21
    
    
    
    24Cumulative net loss
    
    
    1,125
    
    
    
    43
    
    
    
    450
    
    
    
    79Net periodic pension cost
    
    $
    1,914
    
    
    $
    1,472
    
    
    $
    489
    
    
    $
    1,354
    9




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Note 7  Business Segments
  Quarters Ended
    
    
    Nine Months EndedOctober 3,
    
    
    September 27,
    
    
    October 3,
    
    
    September 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Vinyl windows
    
    $
    114,686
    
    
    $
    108,551
    
    
    $
    276,717
    
    
    $
    282,174Vinyl siding products
    
    
    67,857
    
    
    
    82,044
    
    
    
    161,113
    
    
    
    196,493Metal products
    
    
    53,571
    
    
    
    65,723
    
    
    
    127,017
    
    
    
    166,856Third party manufactured products
    
    
    66,885
    
    
    
    65,366
    
    
    
    158,454
    
    
    
    156,486Other products and services
    
    
    21,808
    
    
    
    20,994
    
    
    
    48,807
    
    
    
    56,359$
    324,807
    
    
    $
    342,678
    
    
    $
    772,108
    
    
    $
    858,368
 Note 8  Product Warranty Costs and Service Returns
   Quarters Ended
    
    
    Nine Months EndedOctober 3,
    
    
    September 27,
    
    
    October 3,
    
    
    September 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Balance at the beginning of the period
    
    $
    30,947
    
    
    $
    29,933
    
    
    $
    29,425
    
    
    $
    28,684Provision for warranties issued
    
    
    2,747
    
    
    
    2,504
    
    
    
    7,445
    
    
    
    7,269Claims paid
    
    
    (2,073
    )
    
    
    (1,778
    )
    
    
    (5,483
    )
    
    
    (5,120
    )Foreign currency translation
    
    
    379
    
    
    
    (97
    )
    
    
    613
    
    
    
    (271
    )Balance at the end of the period
    
    $
    32,000
    
    
    $
    30,562
    
    
    $
    32,000
    
    
    $
    30,562
 Note 9  Manufacturing Restructuring Costs
   10




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Quarter EndedOctober 3, 2009Beginning liability
    
    $
    5,280Additions
    
    
    Accretion of related lease obligations
    
    
    2Payments
    
    
    (76
    )Ending liability as of October 3, 2009
    
    $
    5,206
  Note 10  Employee Termination Costs
  Note 11  Subsidiary Guarantors
   11




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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Non-Guarantor
    
    
    Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    5,080
    
    
    $
    86
    
    
    $
    25,863
    
    
    $
    
    
    
    $
    31,029Accounts receivable, net
    
    
    105,959
    
    
    
    13,955
    
    
    
    40,926
    
    
    
    
    
    
    
    160,840Inventories
    
    
    93,274
    
    
    
    8,820
    
    
    
    31,695
    
    
    
    
    
    
    
    133,789Deferred income taxes
    
    
    9,196
    
    
    
    2,482
    
    
    
    505
    
    
    
    
    
    
    
    12,183Prepaid expenses
    
    
    6,237
    
    
    
    1,019
    
    
    
    1,202
    
    
    
    
    
    
    
    8,458Intercompany receivables
    
    
    
    
    
    
    73,519
    
    
    
    6,156
    
    
    
    (79,675
    )
    
    
    Income taxes receivable
    
    
    
    
    
    
    
    
    
    
    1,434
    
    
    
    (1,434
    )
    
    
    Total current assets
    
    
    219,746
    
    
    
    99,881
    
    
    
    107,781
    
    
    
    (81,109
    )
    
    
    346,299Property, plant and equipment, net
    
    
    73,246
    
    
    
    2,145
    
    
    
    33,431
    
    
    
    
    
    
    
    108,822Goodwill
    
    
    194,815
    
    
    
    36,470
    
    
    
    
    
    
    
    
    
    
    
    231,285Other intangible assets, net
    
    
    87,131
    
    
    
    9,590
    
    
    
    133
    
    
    
    
    
    
    
    96,854Receivable from AMH II
    
    
    27,035
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,035Other assets
    
    
    13,080
    
    
    
    
    
    
    
    2,020
    
    
    
    
    
    
    
    15,100Investment in subsidiaries
    
    
    192,664
    
    
    
    89,023
    
    
    
    
    
    
    
    (281,687
    )
    
    
    Total assets
    
    $
    807,717
    
    
    $
    237,109
    
    
    $
    143,365
    
    
    $
    (362,796
    )
    
    $
    825,395Liabilities And Members EquityCurrent liabilities:Accounts payable
    
    $
    76,666
    
    
    $
    14,145
    
    
    $
    32,738
    
    
    $
    
    
    
    $
    123,549Payable to parent
    
    
    9,307
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,307Accrued liabilities
    
    
    51,982
    
    
    
    6,524
    
    
    
    11,511
    
    
    
    
    
    
    
    70,017Income taxes payable
    
    
    7,709
    
    
    
    4,334
    
    
    
    
    
    
    
    (1,434
    )
    
    
    10,609Intercompany payables
    
    
    79,675
    
    
    
    
    
    
    
    
    
    
    
    (79,675
    )
    
    
    Total current liabilities
    
    
    225,339
    
    
    
    25,003
    
    
    
    44,249
    
    
    
    (81,109
    )
    
    
    213,482Deferred income taxes
    
    
    41,119
    
    
    
    3,524
    
    
    
    2,172
    
    
    
    
    
    
    
    46,815Other liabilities
    
    
    34,976
    
    
    
    15,918
    
    
    
    7,921
    
    
    
    
    
    
    
    58,815Long-term debt
    
    
    208,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    208,500Members equity
    
    
    297,783
    
    
    
    192,664
    
    
    
    89,023
    
    
    
    (281,687
    )
    
    
    297,783Total liabilities and
members equity
    
    $
    807,717
    
    
    $
    237,109
    
    
    $
    143,365
    
    
    $
    (362,796
    )
    
    $
    825,395
  12




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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    233,390
    
    
    $
    45,738
    
    
    $
    89,673
    
    
    $
    (43,994
    )
    
    $
    324,807Cost of sales
    
    
    164,709
    
    
    
    41,682
    
    
    
    64,601
    
    
    
    (43,994
    )
    
    
    226,998Gross profit
    
    
    68,681
    
    
    
    4,056
    
    
    
    25,072
    
    
    
    
    
    
    
    97,809Selling, general and
administrative expense
    
    
    42,004
    
    
    
    311
    
    
    
    11,008
    
    
    
    
    
    
    
    53,323Income from operations
    
    
    26,677
    
    
    
    3,745
    
    
    
    14,064
    
    
    
    
    
    
    
    44,486Interest expense, net
    
    
    5,783
    
    
    
    
    
    
    
    216
    
    
    
    
    
    
    
    5,999Foreign currency loss
    
    
    
    
    
    
    
    
    
    
    112
    
    
    
    
    
    
    
    112Income before income taxes
    
    
    20,894
    
    
    
    3,745
    
    
    
    13,736
    
    
    
    
    
    
    
    38,375Income taxes
    
    
    9,844
    
    
    
    2,512
    
    
    
    3,088
    
    
    
    
    
    
    
    15,444Income before equity income
from subsidiaries
    
    
    11,050
    
    
    
    1,233
    
    
    
    10,648
    
    
    
    
    
    
    
    22,931Equity income from subsidiaries
    
    
    11,881
    
    
    
    10,648
    
    
    
    
    
    
    
    (22,529
    )
    
    
    Net income
    
    $
    22,931
    
    
    $
    11,881
    
    
    $
    10,648
    
    
    $
    (22,529
    )
    
    $
    22,931
  13




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    567,260
    
    
    $
    111,017
    
    
    $
    203,085
    
    
    $
    (109,254
    )
    
    $
    772,108Cost of sales
    
    
    415,298
    
    
    
    106,203
    
    
    
    153,818
    
    
    
    (109,254
    )
    
    
    566,065Gross profit
    
    
    151,962
    
    
    
    4,814
    
    
    
    49,267
    
    
    
    
    
    
    
    206,043Selling, general and
administrative expense
    
    
    123,037
    
    
    
    2,050
    
    
    
    28,031
    
    
    
    
    
    
    
    153,118Manufacturing restructuring costs
    
    
    5,255
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,255Income from operations
    
    
    23,670
    
    
    
    2,764
    
    
    
    21,236
    
    
    
    
    
    
    
    47,670Interest expense, net
    
    
    15,994
    
    
    
    
    
    
    
    587
    
    
    
    
    
    
    
    16,581Foreign currency gain
    
    
    
    
    
    
    
    
    
    
    110
    
    
    
    
    
    
    
    110Income before income taxes
    
    
    7,676
    
    
    
    2,764
    
    
    
    20,759
    
    
    
    
    
    
    
    31,199Income taxes
    
    
    4,529
    
    
    
    2,789
    
    
    
    5,342
    
    
    
    
    
    
    
    12,660Income (loss) before equity
income from subsidiaries
    
    
    3,147
    
    
    
    (25
    )
    
    
    15,417
    
    
    
    
    
    
    
    18,539Equity income from subsidiaries
    
    
    15,392
    
    
    
    15,417
    
    
    
    
    
    
    
    (30,809
    )
    
    
    Net income
    
    $
    18,539
    
    
    $
    15,392
    
    
    $
    15,417
    
    
    $
    (30,809
    )
    
    $
    18,539
  14




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    ConsolidatedNet cash provided by operating activities
    
    $
    62,330
    
    
    $
    15,638
    
    
    $
    22,709
    
    
    $
    100,677Investing ActivitiesAdditions to property, plant and equipment
    
    
    (3,593
    )
    
    
    (11
    )
    
    
    (639
    )
    
    
    (4,243
    )AMH II intercompany loan
    
    
    (26,819
    )
    
    
    
    
    
    
    
    
    
    
    (26,819
    )Other
    
    
    (383
    )
    
    
    383
    
    
    
    
    
    
    
    Net cash provided by (used in) investing activities
    
    
    (30,795
    )
    
    
    372
    
    
    
    (639
    )
    
    
    (31,062
    )Financing ActivitiesNet repayments under ABL Facility
    
    
    (32,500
    )
    
    
    
    
    
    
    
    
    
    
    (32,500
    )Issuance of senior subordinated notes
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    20,000Financing costs
    
    
    (4,920
    )
    
    
    
    
    
    
    (94
    )
    
    
    (5,014
    )Dividends paid
    
    
    (28,513
    )
    
    
    
    
    
    
    
    
    
    
    (28,513
    )Intercompany transactions
    
    
    14,514
    
    
    
    (16,021
    )
    
    
    1,507
    
    
    
    Net cash provided by (used in) financing activities
    
    
    (31,419
    )
    
    
    (16,021
    )
    
    
    1,413
    
    
    
    (46,027
    )Effect of exchange rate changes on cash and cash
equivalents
    
    
    
    
    
    
    
    
    
    
    732
    
    
    
    732Net increase (decrease) in cash and cash equivalents
    
    
    116
    
    
    
    (11
    )
    
    
    24,215
    
    
    
    24,320Cash and cash equivalents at beginning of period
    
    
    4,964
    
    
    
    97
    
    
    
    1,648
    
    
    
    6,709Cash and cash equivalents at end of period
    
    $
    5,080
    
    
    $
    86
    
    
    $
    25,863
    
    
    $
    31,029
  15




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    4,964
    
    
    $
    97
    
    
    $
    1,648
    
    
    $
    
    
    
    $
    6,709Accounts receivable, net
    
    
    82,479
    
    
    
    13,251
    
    
    
    21,148
    
    
    
    
    
    
    
    116,878Inventories
    
    
    92,802
    
    
    
    14,892
    
    
    
    33,476
    
    
    
    
    
    
    
    141,170Deferred income taxes
    
    
    9,196
    
    
    
    2,482
    
    
    
    505
    
    
    
    
    
    
    
    12,183Prepaid expenses
    
    
    7,887
    
    
    
    1,194
    
    
    
    1,405
    
    
    
    
    
    
    
    10,486Intercompany receivables
    
    
    
    
    
    
    57,426
    
    
    
    7,742
    
    
    
    (65,168
    )
    
    
    Income taxes receivable
    
    
    
    
    
    
    
    
    
    
    1,057
    
    
    
    (1,057
    )
    
    
    Total current assets
    
    
    197,328
    
    
    
    89,342
    
    
    
    66,981
    
    
    
    (66,225
    )
    
    
    287,426Property, plant and equipment, net
    
    
    80,567
    
    
    
    2,975
    
    
    
    31,614
    
    
    
    
    
    
    
    115,156Goodwill
    
    
    194,814
    
    
    
    36,544
    
    
    
    
    
    
    
    
    
    
    
    231,358Other intangible assets, net
    
    
    88,828
    
    
    
    9,970
    
    
    
    333
    
    
    
    
    
    
    
    99,131Other assets
    
    
    10,448
    
    
    
    19
    
    
    
    1,751
    
    
    
    
    
    
    
    12,218Investment in subsidiaries
    
    
    169,112
    
    
    
    65,508
    
    
    
    
    
    
    
    (234,620
    )
    
    
    Total assets
    
    $
    741,097
    
    
    $
    204,358
    
    
    $
    100,679
    
    
    $
    (300,845
    )
    
    $
    745,289Liabilities And Members EquityCurrent liabilities:Accounts payable
    
    $
    32,150
    
    
    $
    5,191
    
    
    $
    17,179
    
    
    $
    
    
    
    $
    54,520Payable to parent
    
    
    9,326
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,326Accrued liabilities
    
    
    37,030
    
    
    
    9,252
    
    
    
    8,167
    
    
    
    
    
    
    
    54,449Income taxes payable
    
    
    6,494
    
    
    
    1,545
    
    
    
    
    
    
    
    (1,057
    )
    
    
    6,982Intercompany payables
    
    
    65,168
    
    
    
    
    
    
    
    
    
    
    
    (65,168
    )
    
    
    Total current liabilities
    
    
    150,168
    
    
    
    15,988
    
    
    
    25,346
    
    
    
    (66,225
    )
    
    
    125,277Deferred income taxes
    
    
    40,710
    
    
    
    3,486
    
    
    
    2,231
    
    
    
    
    
    
    
    46,427Other liabilities
    
    
    30,289
    
    
    
    15,772
    
    
    
    7,594
    
    
    
    
    
    
    
    53,655Long-term debt
    
    
    221,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    221,000Members equity
    
    
    298,930
    
    
    
    169,112
    
    
    
    65,508
    
    
    
    (234,620
    )
    
    
    298,930Total liabilities and members equity
    
    $
    741,097
    
    
    $
    204,358
    
    
    $
    100,679
    
    
    $
    (300,845
    )
    
    $
    745,289
  16




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    235,903
    
    
    $
    67,664
    
    
    $
    102,362
    
    
    $
    (63,251
    )
    
    $
    342,678Cost of sales
    
    
    174,783
    
    
    
    66,023
    
    
    
    78,537
    
    
    
    (63,251
    )
    
    
    256,092Gross profit
    
    
    61,120
    
    
    
    1,641
    
    
    
    23,825
    
    
    
    
    
    
    
    86,586Selling, general and
administrative expense
    
    
    42,423
    
    
    
    3,130
    
    
    
    10,345
    
    
    
    
    
    
    
    55,898Income (loss) from operations
    
    
    18,697
    
    
    
    (1,489
    )
    
    
    13,480
    
    
    
    
    
    
    
    30,688Interest expense (income), net
    
    
    5,543
    
    
    
    (2
    )
    
    
    53
    
    
    
    
    
    
    
    5,594Foreign currency loss
    
    
    
    
    
    
    
    
    
    
    238
    
    
    
    
    
    
    
    238Income (loss) before income taxes
    
    
    13,154
    
    
    
    (1,487
    )
    
    
    13,189
    
    
    
    
    
    
    
    24,856Income taxes
    
    
    3,841
    
    
    
    1,948
    
    
    
    3,577
    
    
    
    
    
    
    
    9,366Income (loss) before equity
income from subsidiaries
    
    
    9,313
    
    
    
    (3,435
    )
    
    
    9,612
    
    
    
    
    
    
    
    15,490Equity income from subsidiaries
    
    
    6,177
    
    
    
    9,612
    
    
    
    
    
    
    
    (15,789
    )
    
    
    Net income
    
    $
    15,490
    
    
    $
    6,177
    
    
    $
    9,612
    
    
    $
    (15,789
    )
    
    $
    15,490
  17




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    588,866
    
    
    $
    168,697
    
    
    $
    249,529
    
    
    $
    (148,724
    )
    
    $
    858,368Cost of sales
    
    
    443,729
    
    
    
    163,957
    
    
    
    189,215
    
    
    
    (148,724
    )
    
    
    648,177Gross profit
    
    
    145,137
    
    
    
    4,740
    
    
    
    60,314
    
    
    
    
    
    
    
    210,191Selling, general and
administrative expense
    
    
    119,206
    
    
    
    8,079
    
    
    
    31,603
    
    
    
    
    
    
    
    158,888Manufacturing restructuring costs
    
    
    1,136
    
    
    
    
    
    
    
    647
    
    
    
    
    
    
    
    1,783Income (loss) from operations
    
    
    24,795
    
    
    
    (3,339
    )
    
    
    28,064
    
    
    
    
    
    
    
    49,520Interest expense (income), net
    
    
    17,185
    
    
    
    (12
    )
    
    
    203
    
    
    
    
    
    
    
    17,376Foreign currency loss
    
    
    
    
    
    
    
    
    
    
    328
    
    
    
    
    
    
    
    328Income (loss) before income taxes
    
    
    7,610
    
    
    
    (3,327
    )
    
    
    27,533
    
    
    
    
    
    
    
    31,816Income taxes
    
    
    1,778
    
    
    
    2,007
    
    
    
    8,253
    
    
    
    
    
    
    
    12,038Income (loss) before equity
income from subsidiaries
    
    
    5,832
    
    
    
    (5,334
    )
    
    
    19,280
    
    
    
    
    
    
    
    19,778Equity income from subsidiaries
    
    
    13,946
    
    
    
    19,280
    
    
    
    
    
    
    
    (33,226
    )
    
    
    Net income
    
    $
    19,778
    
    
    $
    13,946
    
    
    $
    19,280
    
    
    $
    (33,226
    )
    
    $
    19,778
  18




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    ConsolidatedNet cash provided by (used in) operating activities
    
    $
    8,877
    
    
    $
    (4,573
    )
    
    $
    4,703
    
    
    $
    9,007Investing ActivitiesAdditions to property, plant and equipment
    
    
    (5,747
    )
    
    
    (115
    )
    
    
    (3,912
    )
    
    
    (9,774
    )Proceeds from sale of assets
    
    
    20
    
    
    
    5
    
    
    
    
    
    
    
    25Net cash used in investing activities
    
    
    (5,727
    )
    
    
    (110
    )
    
    
    (3,912
    )
    
    
    (9,749
    )Financing ActivitiesDividends
    
    
    (8,311
    )
    
    
    
    
    
    
    
    
    
    
    (8,311
    )Intercompany transactions
    
    
    4,605
    
    
    
    4,601
    
    
    
    (9,206
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    (3,706
    )
    
    
    4,601
    
    
    
    (9,206
    )
    
    
    (8,311
    )Effect of exchange rate changes on cash and cash
equivalents
    
    
    
    
    
    
    
    
    
    
    (581
    )
    
    
    (581
    )Net decrease in cash and cash equivalents
    
    
    (556
    )
    
    
    (82
    )
    
    
    (8,996
    )
    
    
    (9,634
    )Cash and cash equivalents at beginning of period
    
    
    6,407
    
    
    
    371
    
    
    
    14,825
    
    
    
    21,603Cash and cash equivalents at end of period
    
    $
    5,851
    
    
    $
    289
    
    
    $
    5,829
    
    
    $
    11,969
  19




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
 ® ® ®
     20




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##### Table of Contents



Results of Operations
  Quarters Ended
    
    
    Nine Months EndedOctober 3,
    
    
    September 27,
    
    
    October 3,
    
    
    September 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    324,807
    
    
    $
    342,678
    
    
    $
    772,108
    
    
    $
    858,368Cost of sales
    
    
    226,998
    
    
    
    256,092
    
    
    
    566,065
    
    
    
    648,177Gross profit
    
    
    97,809
    
    
    
    86,586
    
    
    
    206,043
    
    
    
    210,191Selling, general and
administrative expense
    
    
    53,323
    
    
    
    55,898
    
    
    
    153,118
    
    
    
    158,888Gain on debt extinguishment
    
    
    
    
    
    
    
    
    
    
    8,897
    
    
    
    Manufacturing restructuring
costs
    
    
    
    
    
    
    
    
    
    
    5,255
    
    
    
    1,783Income from operations
    
    
    44,486
    
    
    
    30,688
    
    
    
    56,567
    
    
    
    49,520Interest expense, net
    
    
    18,379
    
    
    
    17,311
    
    
    
    54,080
    
    
    
    51,707Foreign currency gain (loss)
    
    
    (112
    )
    
    
    (238
    )
    
    
    110
    
    
    
    (328
    )Income (loss) before income taxes
    
    
    25,995
    
    
    
    13,139
    
    
    
    2,597
    
    
    
    (2,515
    )Income taxes (benefit)
    
    
    1,058
    
    
    
    14,210
    
    
    
    3,312
    
    
    
    (896
    )Net income (loss)
    
    $
    24,937
    
    
    $
    (1,071
    )
    
    $
    (715
    )
    
    $
    (1,619
    )Other Data:EBITDA (a)
    
    $
    50,008
    
    
    $
    36,171
    
    
    $
    73,256
    
    
    $
    66,311Adjusted EBITDA (a)
    
    
    52,191
    
    
    
    36,296
    
    
    
    72,128
    
    
    
    71,132
  Quarters Ended
    
    
    Nine Months EndedOctober 3,
    
    
    September 27,
    
    
    October 3,
    
    
    September 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Vinyl windows
    
    $
    114,686
    
    
    $
    108,551
    
    
    $
    276,717
    
    
    $
    282,174Vinyl siding products
    
    
    67,857
    
    
    
    82,044
    
    
    
    161,113
    
    
    
    196,493Metal products
    
    
    53,571
    
    
    
    65,723
    
    
    
    127,017
    
    
    
    166,856Third party manufactured products
    
    
    66,885
    
    
    
    65,366
    
    
    
    158,454
    
    
    
    156,486Other products and services
    
    
    21,808
    
    
    
    20,994
    
    
    
    48,807
    
    
    
    56,359$
    324,807
    
    
    $
    342,678
    
    
    $
    772,108
    
    
    $
    858,368
  21




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##### Table of Contents



(a)
    
    EBITDA is calculated as net income 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 ABL Facility has certain covenants that apply ratios utilizing this measure of
adjusted EBITDA. EBITDA and adjusted EBITDA have not been prepared in accordance with U.S.
generally accepted accounting principles (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 an alternative 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): Quarters Ended
    
    
    Nine Months EndedOctober 3,
    
    
    September 27,
    
    
    October 3,
    
    
    September 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income (loss)
    
    $
    24,937
    
    
    $
    (1,071
    )
    
    $
    (715
    )
    
    $
    (1,619
    )Interest expense, net
    
    
    18,379
    
    
    
    17,311
    
    
    
    54,080
    
    
    
    51,707Income taxes
    
    
    1,058
    
    
    
    14,210
    
    
    
    3,312
    
    
    
    (896
    )Depreciation and amortization
    
    
    5,634
    
    
    
    5,721
    
    
    
    16,579
    
    
    
    17,119EBITDA
    
    
    50,008
    
    
    
    36,171
    
    
    
    73,256
    
    
    
    66,311Amortization of management fee (b)
    
    
    125
    
    
    
    125
    
    
    
    375
    
    
    
    375Manufacturing restructuring costs
(c)
    
    
    
    
    
    
    
    
    
    
    5,255
    
    
    
    2,642Bank audit fees (d)
    
    
    37
    
    
    
    
    
    
    
    118
    
    
    
    Loss upon disposal of assets other
than by sale (e)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,804Tax restructuring costs (f)
    
    
    306
    
    
    
    
    
    
    
    306
    
    
    
    Employee termination costs (g)
    
    
    1,715
    
    
    
    
    
    
    
    1,715
    
    
    
    Gain on debt extinguishment (h)
    
    
    
    
    
    
    
    
    
    
    (8,897
    )
    
    
    Adjusted EBITDA (i)
    
    $
    52,191
    
    
    $
    36,296
    
    
    $
    72,128
    
    
    $
    71,132
 (b)
    
    Represents amortization of a prepaid management fee paid to Investcorp International Inc.
in connection with the December 2004 recapitalization transaction.(c)
    
    During the first quarter of 2008, the Company committed to, and subsequently completed,
relocating a portion of its vinyl siding production from Ennis, Texas to its vinyl
manufacturing facilities in West Salem, Ohio and Burlington, Ontario. In addition, during
2008, the Company transitioned the majority of distribution of its U.S. vinyl siding products
to a center located in Ashtabula, Ohio and committed to a plan to discontinue use of its
warehouse facility adjacent to its Ennis, Texas vinyl manufacturing facility. For the nine
months ended September 27, 2008, the amounts recorded represent asset impairment costs,
inventory markdown costs, and costs incurred to relocate manufacturing equipment. Inventory
markdown costs of $0.9 million are included in cost of sales in the statement of operations
for the nine months ended September 27, 2008. The Company discontinued its use of the
warehouse facility adjacent to the Ennis manufacturing plant during the second quarter of
2009. As a result, the related lease costs associated with the discontinued use of the
warehouse facility were recorded as a restructuring charge of approximately $5.3 million for
the nine months ended October 3, 2009.(d)
    
    Represents bank audit fees incurred under Associated Materials ABL Facility.(e)
    
    As part of the Companys ongoing efforts to improve its internal controls, the Company
enhanced its controls surrounding the physical verification of property, plant and equipment
during the second quarter of 2008. For the nine months ended September 27, 2008, the amounts
recorded represent the loss upon disposal of assets other than by sale as a result of
executing these enhanced controls.(f)
    
    Represents legal and accounting fees incurred in connection with a tax restructuring
project.  22




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##### Table of Contents



(g)
    
    During the third quarter of 2009, the Company recorded one-time employee termination costs
resulting from workforce reductions in connection with the Companys overall cost reduction
initiatives.(h)
    
    Represents the Companys gain on extinguishment of debt for the nine months ended October
3, 2009.(i)
    
    Prior year adjusted EBITDA amounts have been reclassified to conform to the current years
presentation, which, in conformity with the computation of adjusted EBITDA under the
Companys current credit facility, excludes any adjustment for foreign currency gain or loss. Quarter Ended October 3, 2009 Compared to Quarter Ended September 27, 2008
           23




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Nine Months Ended October 3, 2009 Compared to Nine Months Ended September 27, 2008
          24




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##### Table of Contents



Recent Accounting Pronouncements
  Liquidity and Capital Resources
  Nine Months EndedOctober 3,
    
    September 27,2009
    
    2008Cash provided by operating activities
    
    $
    76,433
    
    
    $
    9,007Cash used in investing activities
    
    
    (31,062
    )
    
    
    (9,749
    )Cash used in financing activities
    
    
    (21,783
    )
    
    
    (8,311
    )
 Cash Flows
  Cash Flows from Operating Activities
   25




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Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  Description of the Companys Outstanding Indebtedness
         26




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##### Table of Contents



pari passu th th th th th th
   st st
   27




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28




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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 and remodeling industries, economic conditions, interest
rates, foreign currency exchange rates and other conditions;
 
    
    changes in availability of consumer credit, employment trends, levels of consumer
confidence and spending, 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;
 
    
    changes in weather conditions;
 
    
    Associated Materials ability to comply with certain financial covenants in its ABL
Facility and indentures governing its 9 3/4% notes and 15% notes;
 
    
    Associated Materials ability to make distributions, payments or loans to its parent
companies to allow them to make required payments on their debt;
 
    
    the ability of the Company and its parent company to refinance indebtedness when
required;
 
    
    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;
  29




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##### Table of Contents




    
    increases in costs of environmental compliance;
 
    
    increases in unanticipated warranty or product liability claims;
 
    
    increases in capital expenditure requirements;
 
    
    potential conflict between existing Alside and Gentek distribution channels; and
 
    
    the other factors discussed under Item 1A. Risk Factors as filed in the Companys
Annual Report on Form 10-K for the year ended January 3, 2009 and elsewhere in this
report.
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk
   Foreign Currency Exchange Risk
  Commodity Price Risk
   30




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
     Inherent Limitations on the Effectiveness of Internal Controls
   31




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 6. Exhibits
 ExhibitNumber
    
    Description31.1
    
    
    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.  32




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##### Table of Contents



SIGNATURES
  AMH HOLDINGS, LLC
(Registrant)Date: October 26, 2009
    By:
    /s/ Thomas N. ChieffeThomas N. ChieffePresident and Chief Executive Officer
(Principal Executive Officer)Date: October 26, 2009
    By:
    /s/ Stephen E. GrahamStephen E. GrahamVice President  Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)  33




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description
    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 2002

31.2
    
    
    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.