##### 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 July 1, 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




---



##### 



AMH HOLDINGS, INC.
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets July 1, 2006 (Unaudited) and December 31, 2005
    
    
    1Consolidated Statements of Operations (Unaudited) Quarters ended July 1, 2006 and July 2, 2005 Six months ended July 1, 2006 and July 2, 2005
    
    
    2Consolidated Statements of Cash Flows (Unaudited) Six months ended July 1, 2006 and July 2, 2005
    
    
    3Notes to Consolidated Financial Statements (Unaudited)
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    25PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 6. Exhibits
    
    
    26SIGNATURES
    
    
    27EX-31.1EX-31.2EX-32.1EX-32.2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 AMH HOLDINGS, INC.
 
   (Unaudited)July 1,
    
    
    December 31,2006
    
    
    2005AssetsCurrent assets:Cash and cash equivalents
    
    $
    14,404
    
    
    $
    12,300Accounts receivable, net
    
    
    187,092
    
    
    
    147,664Receivable from parent
    
    
    1,241
    
    
    
    1,241Inventories
    
    
    161,637
    
    
    
    133,524Deferred income taxes
    
    
    26,629
    
    
    
    26,629Other current assets
    
    
    10,987
    
    
    
    10,220Total current assets
    
    
    401,990
    
    
    
    331,578Property, plant and equipment, net
    
    
    140,144
    
    
    
    143,588Goodwill
    
    
    230,664
    
    
    
    230,691Other intangible assets, net
    
    
    108,301
    
    
    
    109,867Other assets
    
    
    22,510
    
    
    
    25,086Total assets
    
    $
    903,609
    
    
    $
    840,810Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    121,117
    
    
    $
    96,933Accrued liabilities
    
    
    59,497
    
    
    
    57,711Income taxes payable
    
    
    12,770
    
    
    
    7,042Total current liabilities
    
    
    193,384
    
    
    
    161,686Deferred income taxes
    
    
    40,240
    
    
    
    47,131Other liabilities
    
    
    44,533
    
    
    
    43,874Long-term debt
    
    
    666,973
    
    
    
    632,478Convertible preferred stock, $0.01 par value
    
    
    150,000
    
    
    
    150,000Stockholders equity
    
    
    (191,521
    )
    
    
    (194,359
    )Total liabilities and stockholders equity
    
    $
    903,609
    
    
    $
    840,810
  - 1 -




---



##### Table of Contents



AMH HOLDINGS, INC.
 
    Quarter
    
    
    Quarter
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJuly 1,
    
    
    July 2,
    
    
    July 1,
    
    
    July 2,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    348,329
    
    
    $
    315,364
    
    
    $
    607,609
    
    
    $
    533,933Cost of sales
    
    
    261,088
    
    
    
    243,162
    
    
    
    461,264
    
    
    
    412,699Gross profit
    
    
    87,241
    
    
    
    72,202
    
    
    
    146,345
    
    
    
    121,234Selling, general and
administrative expense
    
    
    52,453
    
    
    
    50,829
    
    
    
    103,467
    
    
    
    101,580Facility closure costs, net
    
    
    (92
    )
    
    
    862
    
    
    
    (92
    )
    
    
    3,415Income from operations
    
    
    34,880
    
    
    
    20,511
    
    
    
    42,970
    
    
    
    16,239Interest expense, net
    
    
    17,293
    
    
    
    16,301
    
    
    
    33,994
    
    
    
    31,597Foreign currency (gain) loss
    
    
    (1,123
    )
    
    
    292
    
    
    
    (964
    )
    
    
    289Income (loss) before income taxes
    
    
    18,710
    
    
    
    3,918
    
    
    
    9,940
    
    
    
    (15,647
    )Income taxes (benefit)
    
    
    9,318
    
    
    
    1,196
    
    
    
    4,792
    
    
    
    (6,287
    )Net income (loss)
    
    $
    9,392
    
    
    $
    2,722
    
    
    $
    5,148
    
    
    $
    (9,360
    )
  - 2 -




---



##### Table of Contents



AMH HOLDINGS, INC.
 
  
 Six Months
    
    
    Six MonthsEnded
    
    
    EndedJuly 1,
    
    
    July 2,2006
    
    
    2005Operating ActivitiesNet income (loss)
    
    $
    5,148
    
    
    $
    (9,360
    )Adjustments to reconcile net income (loss) to net cash used in
operating activities:Depreciation and amortization
    
    
    10,756
    
    
    
    10,077Amortization of debt discount and deferred financing costs
    
    
    19,712
    
    
    
    17,854Amortization of management fee
    
    
    250
    
    
    
    2,000Stock compensation expense
    
    
    27
    
    
    
    319Deferred taxes
    
    
    (7,029
    )
    
    
    (6,339
    )Gain on sale of assets
    
    
    (346
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (38,409
    )
    
    
    (39,638
    )Inventories
    
    
    (26,856
    )
    
    
    (32,370
    )Income taxes
    
    
    5,684
    
    
    
    5,305Accounts payable and accrued liabilities
    
    
    24,493
    
    
    
    20,093Other
    
    
    (350
    )
    
    
    (3,204
    )Net cash used in operating activities
    
    
    (6,920
    )
    
    
    (35,263
    )Investing ActivitiesAdditions to property, plant and equipment
    
    
    (6,874
    )
    
    
    (15,495
    )Proceeds from disposal of property, plant and equipment
    
    
    2,881
    
    
    
    Net cash used in investing activities
    
    
    (3,993
    )
    
    
    (15,495
    )Financing ActivitiesNet increase in revolving line of credit
    
    
    16,750
    
    
    
    44,815Dividends
    
    
    (3,833
    )
    
    
    (33,713
    )Settlement of promissory notes
    
    
    
    
    
    
    (11,607
    )Options exercised
    
    
    
    
    
    
    (319
    )Financing costs
    
    
    (108
    )
    
    
    (99
    )Net cash provided by (used in) financing activities
    
    
    12,809
    
    
    
    (923
    )Effect of exchange rate changes on cash
    
    
    208
    
    
    
    (239
    )Net increase (decrease) in cash
    
    
    2,104
    
    
    
    (51,920
    )Cash at beginning of period
    
    
    12,300
    
    
    
    58,054Cash at end of period
    
    $
    14,404
    
    
    $
    6,134Supplemental information:Cash paid for interest
    
    $
    14,092
    
    
    $
    12,924Cash paid (received) for income taxes
    
    $
    6,119
    
    
    $
    (5,248
    )
  - 3 -




---



##### Table of Contents



AMH HOLDINGS, INC.
 
    Note 1  Basis of Presentation
      Recent Accounting Pronouncements
  Note 2  Inventories
  July 1,
    
    
    December 31,2006
    
    
    2005Raw materials
    
    $
    35,263
    
    
    $
    27,480Work-in-process
    
    
    14,388
    
    
    
    10,709Finished goods and purchased stock
    
    
    111,986
    
    
    
    95,335$
    161,637
    
    
    $
    133,524
 - 4 -




---



##### Table of Contents



Note 3  Goodwill and Other Intangible Assets
  AverageAmortization
    
    
    July 1, 2006
    
    
    December 31, 2005Period
    
    
    
    
    
    
    Accumulated
    
    
    Net Carrying
    
    
    
    
    
    
    Accumulated
    
    
    Net Carrying(in Years)
    
    
    Cost
    
    
    Amortization
    
    
    Value
    
    
    Cost
    
    
    Amortization
    
    
    ValueTrademarks and
trade names
    
    
    15
    
    
    $
    109,280
    
    
    $
    7,514
    
    
    $
    101,766
    
    
    $
    109,280
    
    
    $
    6,580
    
    
    $
    102,700Patents
    
    
    10
    
    
    
    6,550
    
    
    
    2,742
    
    
    
    3,808
    
    
    
    6,550
    
    
    
    2,416
    
    
    
    4,134Customer base
    
    
    7
    
    
    
    4,908
    
    
    
    2,181
    
    
    
    2,727
    
    
    
    4,824
    
    
    
    1,791
    
    
    
    3,033Total other
intangible assets
    
    
    
    
    
    $
    120,738
    
    
    $
    12,437
    
    
    $
    108,301
    
    
    $
    120,654
    
    
    $
    10,787
    
    
    $
    109,867
 ® ® ®
 Note 4  Long-Term Debt
  July 1,
    
    
    December 31,2006
    
    
    20059 3/4% notes
    
    $
    165,000
    
    
    $
    165,00011 1/4% senior discount notes
    
    
    333,223
    
    
    
    315,478Term loan under credit facility
    
    
    152,000
    
    
    
    152,000Revolving loans under credit facility
    
    
    16,750
    
    
    
    Total debt
    
    $
    666,973
    
    
    $
    632,478
    - 5 -




---



##### Table of Contents



Note 5  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 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.
   - 6 -




---



##### Table of Contents



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
    
    
    (241,308
    )
    
    
    53.20Options outstanding July 1, 2006
    
    
    512,662
    
    
    $
    33.96
    
    
    
    7.3Options exercisable July 1, 2006
    
    
    223,424
    
    
    $
    6.65
    
    
    
    5.9
    - 7 -




---



##### Table of Contents



Note 6  Comprehensive Income
  Quarter
    
    
    Quarter
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJuly 1,
    
    
    July 2,
    
    
    July 1,
    
    
    July 2,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income
(loss) as reported
    
    $
    9,392
    
    
    $
    2,722
    
    
    $
    5,148
    
    
    $
    (9,360
    )Foreign currency translation adjustments
    
    
    1,691
    
    
    
    (1,199
    )
    
    
    1,493
    
    
    
    (2,006
    )Comprehensive income (loss)
    
    $
    11,083
    
    
    $
    1,523
    
    
    $
    6,641
    
    
    $
    (11,366
    )
 Note 7  Retirement Plans
  Quarter
    
    
    QuarterEnded
    
    
    EndedJuly 1,
    
    
    July 2,2006
    
    
    2005Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansNet periodic pension costService cost
    
    $
    127
    
    
    $
    512
    
    
    $
    124
    
    
    $
    328Interest cost
    
    
    688
    
    
    
    613
    
    
    
    670
    
    
    
    498Expected return on assets
    
    
    (732
    )
    
    
    (677
    )
    
    
    (759
    )
    
    
    (528
    )Amortization of prior service costs
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    Amortization of unrecognized net loss
    
    
    228
    
    
    
    10
    
    
    
    142
    
    
    
    1Net periodic pension cost
    
    $
    311
    
    
    $
    465
    
    
    $
    177
    
    
    $
    299
 - 8 -




---



##### Table of Contents



Six Months
    
    
    Six MonthsEnded
    
    
    EndedJuly 1,
    
    
    July 2,2006
    
    
    2005Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansNet periodic pension costService cost
    
    $
    255
    
    
    $
    1,005
    
    
    $
    247
    
    
    $
    659Interest cost
    
    
    1,375
    
    
    
    1,204
    
    
    
    1,340
    
    
    
    1,002Expected return on assets
    
    
    (1,464
    )
    
    
    (1,330
    )
    
    
    (1,517
    )
    
    
    (1,061
    )Amortization of prior service costs
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    Amortization of unrecognized net loss
    
    
    456
    
    
    
    20
    
    
    
    285
    
    
    
    1Net periodic pension cost
    
    $
    622
    
    
    $
    913
    
    
    $
    355
    
    
    $
    601
 Note 8  Business Segments
  Quarter
    
    
    Quarter
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJuly 1,
    
    
    July 2,
    
    
    July 1,
    
    
    July 2,2006
    
    
    2005
    
    
    2006
    
    
    2005Vinyl windows
    
    $
    112,433
    
    
    $
    97,507
    
    
    $
    193,590
    
    
    $
    165,734Vinyl siding products
    
    
    94,533
    
    
    
    89,478
    
    
    
    166,748
    
    
    
    151,547Metal products
    
    
    62,450
    
    
    
    54,778
    
    
    
    109,932
    
    
    
    95,714Third party manufactured products
    
    
    54,231
    
    
    
    49,232
    
    
    
    91,886
    
    
    
    81,005Other products and services
    
    
    24,682
    
    
    
    24,369
    
    
    
    45,453
    
    
    
    39,933$
    348,329
    
    
    $
    315,364
    
    
    $
    607,609
    
    
    $
    533,933
 Note 9  Product Warranty Costs and Service Returns
   Six Months
    
    
    Six MonthsEnded
    
    
    EndedJuly 1, 2006
    
    
    July 2, 2005Balance at the beginning of the period
    
    $
    21,740
    
    
    $
    21,579Provision for warranties issued
    
    
    4,692
    
    
    
    3,536Claims paid
    
    
    (3,876
    )
    
    
    (3,605
    )Balance at the end of the period
    
    $
    22,556
    
    
    $
    21,510
 - 9 -




---



##### Table of Contents



Note 10  Subsidiary Guarantors
  ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    5,878
    
    
    $
    1,069
    
    
    $
    7,457
    
    
    $
    
    
    
    $
    14,404Accounts receivable, net
    
    
    120,975
    
    
    
    30,179
    
    
    
    35,938
    
    
    
    
    
    
    
    187,092Intercompany receivables
    
    
    
    
    
    
    31,248
    
    
    
    18,761
    
    
    
    (50,009
    )
    
    
    Receivable from parent
    
    
    3,908
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,908Inventories
    
    
    102,218
    
    
    
    21,397
    
    
    
    38,022
    
    
    
    
    
    
    
    161,637Income taxes receivable
    
    
    
    
    
    
    3,308
    
    
    
    
    
    
    
    (3,308
    )
    
    
    Deferred income taxes
    
    
    17,560
    
    
    
    9,069
    
    
    
    
    
    
    
    
    
    
    
    26,629Other current assets
    
    
    8,185
    
    
    
    1,210
    
    
    
    1,592
    
    
    
    
    
    
    
    10,987Total current assets
    
    
    258,724
    
    
    
    97,480
    
    
    
    101,770
    
    
    
    (53,317
    )
    
    
    404,657Property, plant and equipment, net
    
    
    102,348
    
    
    
    3,677
    
    
    
    34,119
    
    
    
    
    
    
    
    140,144Goodwill
    
    
    194,174
    
    
    
    36,490
    
    
    
    
    
    
    
    
    
    
    
    230,664Other intangible assets, net
    
    
    95,686
    
    
    
    11,474
    
    
    
    1,141
    
    
    
    
    
    
    
    108,301Investment in subsidiaries
    
    
    147,089
    
    
    
    48,799
    
    
    
    
    
    
    
    (195,888
    )
    
    
    Other assets
    
    
    13,968
    
    
    
    
    
    
    
    481
    
    
    
    
    
    
    
    14,449Total assets
    
    $
    811,989
    
    
    $
    197,920
    
    
    $
    137,511
    
    
    $
    (249,205
    )
    
    $
    898,215Liabilities And Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    57,789
    
    
    $
    25,531
    
    
    $
    37,797
    
    
    $
    
    
    
    $
    121,117Intercompany payables
    
    
    39,734
    
    
    
    
    
    
    
    10,275
    
    
    
    (50,009
    )
    
    
    Accrued liabilities
    
    
    45,411
    
    
    
    6,257
    
    
    
    7,829
    
    
    
    
    
    
    
    59,497Income taxes payable
    
    
    13,718
    
    
    
    
    
    
    
    3,089
    
    
    
    (3,308
    )
    
    
    13,499Total current liabilities
    
    
    156,652
    
    
    
    31,788
    
    
    
    58,990
    
    
    
    (53,317
    )
    
    
    194,113Deferred income taxes
    
    
    62,207
    
    
    
    1,549
    
    
    
    3,483
    
    
    
    
    
    
    
    67,239Other liabilities
    
    
    17,550
    
    
    
    17,494
    
    
    
    9,489
    
    
    
    
    
    
    
    44,533Long-term debt
    
    
    317,000
    
    
    
    
    
    
    
    16,750
    
    
    
    
    
    
    
    333,750Stockholders equity
    
    
    258,580
    
    
    
    147,089
    
    
    
    48,799
    
    
    
    (195,888
    )
    
    
    258,580Total liabilities and
stockholders equity
    
    $
    811,989
    
    
    $
    197,920
    
    
    $
    137,511
    
    
    $
    (249,205
    )
    
    $
    898,215
 - 10 -




---



##### Table of Contents



ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    241,674
    
    
    $
    68,964
    
    
    $
    86,820
    
    
    $
    (49,129
    )
    
    $
    348,329Cost of sales
    
    
    178,009
    
    
    
    64,547
    
    
    
    67,661
    
    
    
    (49,129
    )
    
    
    261,088Gross profit
    
    
    63,665
    
    
    
    4,417
    
    
    
    19,159
    
    
    
    
    
    
    
    87,241Selling, general and
administrative expense
    
    
    39,789
    
    
    
    4,988
    
    
    
    7,676
    
    
    
    
    
    
    
    52,453Facility closure costs, net
    
    
    (92
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92
    )Income (loss) from operations
    
    
    23,968
    
    
    
    (571
    )
    
    
    11,483
    
    
    
    
    
    
    
    34,880Interest expense, net
    
    
    7,663
    
    
    
    
    
    
    
    334
    
    
    
    
    
    
    
    7,997Foreign currency (gain) loss
    
    
    
    
    
    
    
    
    
    
    (1,123
    )
    
    
    
    
    
    
    (1,123
    )Income (loss) before income taxes
    
    
    16,305
    
    
    
    (571
    )
    
    
    12,272
    
    
    
    
    
    
    
    28,006Income taxes (benefit)
    
    
    7,825
    
    
    
    (204
    )
    
    
    4,111
    
    
    
    
    
    
    
    11,732Income (loss) before equity
income from subsidiaries
    
    
    8,480
    
    
    
    (367
    )
    
    
    8,161
    
    
    
    
    
    
    
    16,274Equity income from subsidiaries
    
    
    7,794
    
    
    
    8,161
    
    
    
    
    
    
    
    (15,955
    )
    
    
    Net income
    
    $
    16,274
    
    
    $
    7,794
    
    
    $
    8,161
    
    
    $
    (15,955
    )
    
    $
    16,274
 ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    424,023
    
    
    $
    126,822
    
    
    $
    147,133
    
    
    $
    (90,369
    )
    
    $
    607,609Cost of sales
    
    
    315,344
    
    
    
    119,270
    
    
    
    117,019
    
    
    
    (90,369
    )
    
    
    461,264Gross profit
    
    
    108,679
    
    
    
    7,552
    
    
    
    30,114
    
    
    
    
    
    
    
    146,345Selling, general and
administrative expense
    
    
    79,353
    
    
    
    9,855
    
    
    
    14,259
    
    
    
    
    
    
    
    103,467Facility closure costs, net
    
    
    (92
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92
    )Income (loss) from operations
    
    
    29,418
    
    
    
    (2,303
    )
    
    
    15,855
    
    
    
    
    
    
    
    42,970Interest expense, net
    
    
    15,157
    
    
    
    
    
    
    
    566
    
    
    
    
    
    
    
    15,723Foreign currency (gain) loss
    
    
    
    
    
    
    
    
    
    
    (964
    )
    
    
    
    
    
    
    (964
    )Income (loss) before income taxes
    
    
    14,261
    
    
    
    (2,303
    )
    
    
    16,253
    
    
    
    
    
    
    
    28,211Income taxes (benefit)
    
    
    5,988
    
    
    
    389
    
    
    
    5,444
    
    
    
    
    
    
    
    11,821Income (loss) before equity
income from subsidiaries
    
    
    8,273
    
    
    
    (2,692
    )
    
    
    10,809
    
    
    
    
    
    
    
    16,390Equity income from subsidiaries
    
    
    8,117
    
    
    
    10,809
    
    
    
    
    
    
    
    (18,926
    )
    
    
    Net income
    
    $
    16,390
    
    
    $
    8,117
    
    
    $
    10,809
    
    
    $
    (18,926
    )
    
    $
    16,390
 - 11 -




---



##### Table of Contents



ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    ConsolidatedNet cash used in operating activities
    
    $
    (5,190
    )
    
    $
    (3,659
    )
    
    $
    1,929
    
    
    $
    (6,920
    )Investing ActivitiesAdditions to property, plant and equipment
    
    
    (5,196
    )
    
    
    (76
    )
    
    
    (1,602
    )
    
    
    (6,874
    )Proceeds from disposal of property, plant
and equipment
    
    
    2,772
    
    
    
    41
    
    
    
    68
    
    
    
    2,881Net cash used in investing activities
    
    
    (2,424
    )
    
    
    (35
    )
    
    
    (1,534
    )
    
    
    (3,993
    )Financing ActivitiesNet increase in revolving line of credit
    
    
    
    
    
    
    
    
    
    
    16,750
    
    
    
    16,750Dividends
    
    
    (3,833
    )
    
    
    
    
    
    
    
    
    
    
    (3,833
    )Financing costs
    
    
    (108
    )
    
    
    
    
    
    
    
    
    
    
    (108
    )Intercompany transactions
    
    
    10,423
    
    
    
    3,717
    
    
    
    (14,140
    )
    
    
    Net cash provided by financing activities
    
    
    6,482
    
    
    
    3,717
    
    
    
    2,610
    
    
    
    12,809Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    208
    
    
    
    208Net increase (decrease) in cash
    
    
    (1,132
    )
    
    
    23
    
    
    
    3,213
    
    
    
    2,104Cash at beginning of period
    
    
    7,010
    
    
    
    1,046
    
    
    
    4,244
    
    
    
    12,300Cash at end of period
    
    $
    5,878
    
    
    $
    1,069
    
    
    $
    7,457
    
    
    $
    14,404
 - 12 -




---



##### 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
 - 13 -




---



##### Table of Contents



ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    222,726
    
    
    $
    65,523
    
    
    $
    73,219
    
    
    $
    (46,104
    )
    
    $
    315,364Cost of sales
    
    
    166,134
    
    
    
    61,782
    
    
    
    61,350
    
    
    
    (46,104
    )
    
    
    243,162Gross profit
    
    
    56,592
    
    
    
    3,741
    
    
    
    11,869
    
    
    
    
    
    
    
    72,202Selling, general and
administrative expense
    
    
    39,164
    
    
    
    5,322
    
    
    
    6,343
    
    
    
    
    
    
    
    50,829Facility closure costs, net
    
    
    862
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    862Income (loss) from operations
    
    
    16,566
    
    
    
    (1,581
    )
    
    
    5,526
    
    
    
    
    
    
    
    20,511Interest expense, net
    
    
    7,721
    
    
    
    (2
    )
    
    
    223
    
    
    
    
    
    
    
    7,942Foreign currency loss
    
    
    
    
    
    
    
    
    
    
    292
    
    
    
    
    
    
    
    292Income (loss) before income taxes
    
    
    8,845
    
    
    
    (1,579
    )
    
    
    5,011
    
    
    
    
    
    
    
    12,277Income taxes (benefit)
    
    
    3,619
    
    
    
    (688
    )
    
    
    1,651
    
    
    
    
    
    
    
    4,582Income (loss) before equity
income from subsidiaries
    
    
    5,226
    
    
    
    (891
    )
    
    
    3,360
    
    
    
    
    
    
    
    7,695Equity income from subsidiaries
    
    
    2,469
    
    
    
    3,360
    
    
    
    
    
    
    
    (5,829
    )
    
    
    Net income
    
    $
    7,695
    
    
    $
    2,469
    
    
    $
    3,360
    
    
    $
    (5,829
    )
    
    $
    7,695
 ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    377,440
    
    
    $
    110,645
    
    
    $
    119,240
    
    
    $
    (73,392
    )
    
    $
    533,933Cost of sales
    
    
    284,303
    
    
    
    102,153
    
    
    
    99,635
    
    
    
    (73,392
    )
    
    
    412,699Gross profit
    
    
    93,137
    
    
    
    8,492
    
    
    
    19,605
    
    
    
    
    
    
    
    121,234Selling, general and
administrative expense
    
    
    77,896
    
    
    
    11,242
    
    
    
    12,442
    
    
    
    
    
    
    
    101,580Facility closure costs, net
    
    
    3,415
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,415Income (loss) from operations
    
    
    11,826
    
    
    
    (2,750
    )
    
    
    7,163
    
    
    
    
    
    
    
    16,239Interest expense, net
    
    
    14,919
    
    
    
    
    
    
    
    334
    
    
    
    
    
    
    
    15,253Foreign currency loss
    
    
    
    
    
    
    
    
    
    
    289
    
    
    
    
    
    
    
    289Income (loss) before income taxes
    
    
    (3,093
    )
    
    
    (2,750
    )
    
    
    6,540
    
    
    
    
    
    
    
    697Income taxes (benefit)
    
    
    (759
    )
    
    
    (1,169
    )
    
    
    2,191
    
    
    
    
    
    
    
    263Income (loss) before equity
income from subsidiaries
    
    
    (2,334
    )
    
    
    (1,581
    )
    
    
    4,349
    
    
    
    
    
    
    
    434Equity income from subsidiaries
    
    
    2,768
    
    
    
    4,349
    
    
    
    
    
    
    
    (7,117
    )
    
    
    Net income
    
    $
    434
    
    
    $
    2,768
    
    
    $
    4,349
    
    
    $
    (7,117
    )
    
    $
    434
 - 14 -




---



##### Table of Contents



ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    ConsolidatedNet cash used in operating activities
    
    $
    (15,331
    )
    
    $
    (10,986
    )
    
    $
    (9,364
    )
    
    $
    (35,681
    )Investing ActivitiesAdditions to property, plant and equipment
    
    
    (14,425
    )
    
    
    (411
    )
    
    
    (659
    )
    
    
    (15,495
    )Net cash used in investing activities
    
    
    (14,425
    )
    
    
    (411
    )
    
    
    (659
    )
    
    
    (15,495
    )Financing ActivitiesNet increase in revolving line of credit
    
    
    33,000
    
    
    
    
    
    
    
    11,815
    
    
    
    44,815Dividends
    
    
    (33,713
    )
    
    
    
    
    
    
    
    
    
    
    (33,713
    )Settlement of promissory notes
    
    
    (11,607
    )
    
    
    
    
    
    
    
    
    
    
    (11,607
    )Intercompany transactions
    
    
    1,234
    
    
    
    4,814
    
    
    
    (6,048
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    (11,086
    )
    
    
    4,814
    
    
    
    5,767
    
    
    
    (505
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (239
    )
    
    
    (239
    )Net decrease in cash
    
    
    (40,842
    )
    
    
    (6,583
    )
    
    
    (4,495
    )
    
    
    (51,920
    )Cash at beginning of period
    
    
    43,693
    
    
    
    6,883
    
    
    
    7,478
    
    
    
    58,054Cash at end of period
    
    $
    2,851
    
    
    $
    300
    
    
    $
    2,983
    
    
    $
    6,134
 - 15 -




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  ® ® ®
    -16-




---



##### Table of Contents



Results of Operations
  Quarter
    
    
    Quarter
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJuly 1,
    
    
    July 2,
    
    
    July 1,
    
    
    July 2,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    348,329
    
    
    $
    315,364
    
    
    $
    607,609
    
    
    $
    533,933Cost of sales
    
    
    261,088
    
    
    
    243,162
    
    
    
    461,264
    
    
    
    412,699Gross profit
    
    
    87,241
    
    
    
    72,202
    
    
    
    146,345
    
    
    
    121,234Selling, general and
administrative expense
    
    
    52,453
    
    
    
    50,829
    
    
    
    103,467
    
    
    
    101,580Facility closure costs, net
    
    
    (92
    )
    
    
    862
    
    
    
    (92
    )
    
    
    3,415Income from operations
    
    
    34,880
    
    
    
    20,511
    
    
    
    42,970
    
    
    
    16,239Interest expense, net
    
    
    17,293
    
    
    
    16,301
    
    
    
    33,994
    
    
    
    31,597Foreign currency (gain) loss
    
    
    (1,123
    )
    
    
    292
    
    
    
    (964
    )
    
    
    289Income (loss) before income taxes
    
    
    18,710
    
    
    
    3,918
    
    
    
    9,940
    
    
    
    (15,647
    )Income taxes (benefit)
    
    
    9,318
    
    
    
    1,196
    
    
    
    4,792
    
    
    
    (6,287
    )Net income (loss)
    
    $
    9,392
    
    
    $
    2,722
    
    
    $
    5,148
    
    
    $
    (9,360
    )Other Data:EBITDA (a)
    
    $
    41,379
    
    
    $
    25,340
    
    
    $
    54,690
    
    
    $
    26,027Adjusted EBITDA (a)
    
    
    40,316
    
    
    
    27,494
    
    
    
    55,996
    
    
    
    32,050
 -17-




---



##### Table of Contents



Quarter
    
    
    Quarter
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJuly 1,
    
    
    July 2,
    
    
    July 1,
    
    
    July 2,2006
    
    
    2005
    
    
    2006
    
    
    2005Vinyl windows
    
    $
    112,433
    
    
    $
    97,507
    
    
    $
    193,590
    
    
    $
    165,734Vinyl siding products
    
    
    94,533
    
    
    
    89,478
    
    
    
    166,748
    
    
    
    151,547Metal products
    
    
    62,450
    
    
    
    54,778
    
    
    
    109,932
    
    
    
    95,714Third party manufactured products
    
    
    54,231
    
    
    
    49,232
    
    
    
    91,886
    
    
    
    81,005Other products and services
    
    
    24,682
    
    
    
    24,369
    
    
    
    45,453
    
    
    
    39,933$
    348,329
    
    
    $
    315,364
    
    
    $
    607,609
    
    
    $
    533,933
 
 (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): Six Months
    
    
    Six MonthsQuarter Ended
    
    
    Quarter Ended
    
    
    Ended
    
    
    EndedJuly 1, 2006
    
    
    July 2, 2005
    
    
    July 1, 2006
    
    
    July 2, 2005Net income (loss)
    
    $
    9,392
    
    
    $
    2,722
    
    
    $
    5,148
    
    
    $
    (9,360
    )Interest expense, net
    
    
    17,293
    
    
    
    16,301
    
    
    
    33,994
    
    
    
    31,597Income taxes
    
    
    9,318
    
    
    
    1,196
    
    
    
    4,792
    
    
    
    (6,287
    )Depreciation and amortization
    
    
    5,376
    
    
    
    5,121
    
    
    
    10,756
    
    
    
    10,077EBITDA
    
    
    41,379
    
    
    
    25,340
    
    
    
    54,690
    
    
    
    26,027Foreign currency (gain) loss
    
    
    (1,123
    )
    
    
    292
    
    
    
    (964
    )
    
    
    289Separation costs (b)
    
    
    
    
    
    
    
    
    
    
    2,085
    
    
    
    Amortization of management fee (c)
    
    
    125
    
    
    
    1,000
    
    
    
    250
    
    
    
    2,000Stock compensation expense
    
    
    27
    
    
    
    
    
    
    
    27
    
    
    
    319Facility closure costs, net (d)
    
    
    (92
    )
    
    
    862
    
    
    
    (92
    )
    
    
    3,415Adjusted EBITDA
    
    $
    40,316
    
    
    $
    27,494
    
    
    $
    55,996
    
    
    $
    32,050
 
 (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 July 1, 2006 Compared to Quarter Ended July 2, 2005
   -18-




---



##### Table of Contents



Six Months Ended July 1, 2006 Compared to Six Months Ended July 2, 2005
   -19-




---



##### Table of Contents



Recent Accounting Pronouncements
 Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109
 Liquidity and Capital Resources
  Six Months
    
    
    Six MonthsEnded
    
    
    EndedJuly 1,
    
    
    July 2,2006
    
    
    2005Cash used in operating activities
    
    $
    (6,920
    )
    
    $
    (35,263
    )Cash used in investing activities
    
    
    (3,993
    )
    
    
    (15,495
    )Cash provided by (used in) financing activities
    
    
    12,809
    
    
    
    (923
    )
 -20-




---



##### Table of Contents



Cash Flows
  Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  -21-




---



##### Table of Contents



Description of the Companys Outstanding Indebtedness
         -22-




---



##### Table of Contents



Effects of Inflation
  -23-




---



##### Table of Contents



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;
    
    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.
  -24-




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk
   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
  -25-




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 6. Exhibits
 (a) Exhibits
 ExhibitNumber
    
    Description10.1
    
    Employment Agreement, effective as of July 1, 2006, by and between Associated Materials
Incorporated and Dana R. Snyder (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K, filed with the Securities and Exchange Commission on July 5, 2006).10.2
    
    Separation Agreement and General Release, dated as of April 11, 2006, by and among AMH
Holdings II, Inc., AMH Holdings, Inc., Associated Materials Holdings, Inc., Associated
Materials Incorporated and Michael Caporale, Jr. (incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 14,
2006).10.3
    
    Employment Agreement, dated April 3, 2006, by and between Associated Materials Incorporated
and Wayne Frederick (incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K, filed with the Securities and Exchange Commission on April 5, 2006).10.4
    
    Independent Consultant Agreement, dated April 3, 2006, by and between Associated Materials
Incorporated and Dana R. Snyder (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K, filed with the Securities and Exchange Commission on April 4, 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. -26-




---



##### Table of Contents



SIGNATURES
  AMH HOLDINGS, INC.
(Registrant)Date:  August 15, 2006
    By:
    /s/ Dana R. SnyderDana R. SnyderInterim President 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) -27-




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description10.1
    
    Employment Agreement, effective as of July 1, 2006, by and between Associated Materials
Incorporated and Dana R. Snyder (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K, filed with the Securities and Exchange Commission on July 5, 2006).10.2
    
    Separation Agreement and General Release, dated as of April 11, 2006, by and among AMH
Holdings II, Inc., AMH Holdings, Inc., Associated Materials Holdings, Inc., Associated
Materials Incorporated and Michael Caporale, Jr. (incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 14,
2006).10.3
    
    Employment Agreement, dated April 3, 2006, by and between Associated Materials Incorporated
and Wayne Frederick (incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K, filed with the Securities and Exchange Commission on April 5, 2006).10.4
    
    Independent Consultant Agreement, dated April 3, 2006, by and between Associated Materials
Incorporated and Dana R. Snyder (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K, filed with the Securities and Exchange Commission on April 4, 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
 
 -28-