##### 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 April 3, 2010
 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
 Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ (Do not check if a smaller reporting company)
    
    Smaller reporting company o
 Yes o No þ




---



##### 



AMH HOLDINGS, LLC
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsUnaudited Condensed Consolidated Balance Sheets

April 3, 2010 and January 2, 2010
    
    
    1Unaudited Condensed Consolidated Statements of Operations 

Quarters ended April 3, 2010 and April 4, 2009
    
    
    2Unaudited Condensed Consolidated Statements of Cash Flows 

Quarters ended April 3, 2010 and April 4, 2009
    
    
    3Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    30Item 4. Controls and Procedures
    
    
    30PART 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
 
   April 3,
    
    
    January 2,2010
    
    
    2010AssetsCurrent assets:Cash and cash equivalents
    
    $
    23,682
    
    
    $
    55,855Accounts receivable, net
    
    
    123,760
    
    
    
    114,355Inventories
    
    
    138,800
    
    
    
    115,394Deferred income taxes
    
    
    3,341
    
    
    
    3,341Income taxes receivable
    
    
    1,243
    
    
    
    Prepaid expenses
    
    
    9,580
    
    
    
    8,945Total current assets
    
    
    300,406
    
    
    
    297,890Property, plant and equipment, net
    
    
    110,533
    
    
    
    109,037Goodwill
    
    
    231,234
    
    
    
    231,263Other intangible assets, net
    
    
    95,350
    
    
    
    96,081Receivable from parent
    
    
    27,440
    
    
    
    27,237Other assets
    
    
    23,281
    
    
    
    24,217Total assets
    
    $
    788,244
    
    
    $
    785,725Liabilities and Members Equity (Deficit)Current liabilities:Accounts payable
    
    $
    106,340
    
    
    $
    87,580Payable to parent
    
    
    14,256
    
    
    
    14,848Accrued liabilities
    
    
    54,691
    
    
    
    73,087Deferred income taxes
    
    
    2,312
    
    
    
    2,312Income taxes payable
    
    
    
    
    
    
    1,112Total current liabilities
    
    
    177,599
    
    
    
    178,939Deferred income taxes
    
    
    36,349
    
    
    
    34,977Other liabilities
    
    
    61,259
    
    
    
    61,326Long-term debt
    
    
    656,615
    
    
    
    638,552Members deficit
    
    
    (143,578
    )
    
    
    (128,069
    )Total liabilities and members deficit
    
    $
    788,244
    
    
    $
    785,725
   1




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##### Table of Contents



AMH HOLDINGS, LLC
 
   Quarters EndedApril 3,
    
    
    April 4,2010
    
    
    2009Net sales
    
    $
    204,237
    
    
    $
    172,332Cost of sales
    
    
    155,798
    
    
    
    142,079Gross profit
    
    
    48,439
    
    
    
    30,253Selling, general and administrative expenses
    
    
    47,481
    
    
    
    48,498Income (loss) from operations
    
    
    958
    
    
    
    (18,245
    )Interest expense, net
    
    
    18,617
    
    
    
    17,686Foreign currency (gain) loss
    
    
    (122
    )
    
    
    52Loss before income taxes
    
    
    (17,537
    )
    
    
    (35,983
    )Income taxes (benefit)
    
    
    1,078
    
    
    
    (995
    )Net loss
    
    $
    (18,615
    )
    
    $
    (34,988
    )
   2




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##### Table of Contents



AMH HOLDINGS, LLC
 
   Quarters EndedApril 3,
    
    
    April 4,2010
    
    
    2009Operating ActivitiesNet loss
    
    $
    (18,615
    )
    
    $
    (34,988
    )Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:Depreciation and amortization
    
    
    5,633
    
    
    
    5,441Amortization of deferred financing costs
    
    
    1,134
    
    
    
    8,679Amortization of management fee
    
    
    
    
    
    
    125Provision for losses on accounts receivable
    
    
    1,000
    
    
    
    2,335Deferred income taxes
    
    
    1,078
    
    
    
    8,174Non-cash interest income
    
    
    (204
    )
    
    
    Debt accretion
    
    
    63
    
    
    
    Loss on sale or disposal of assets other than by sale
    
    
    14
    
    
    
    9Changes in operating assets and liabilities:Accounts receivable
    
    
    (9,498
    )
    
    
    6,677Inventories
    
    
    (22,176
    )
    
    
    8,248Accounts payable and accrued liabilities
    
    
    (712
    )
    
    
    15,450Income taxes receivable/payable and payable to parent
    
    
    (2,967
    )
    
    
    (12,965
    )Other
    
    
    183
    
    
    
    1,770Net cash (used in) provided by operating activities
    
    
    (45,067
    )
    
    
    8,955Investing ActivitiesAdditions to property, plant and equipment
    
    
    (5,050
    )
    
    
    (1,348
    )Net cash used in investing activities
    
    
    (5,050
    )
    
    
    (1,348
    )Financing ActivitiesNet borrowings / (repayments) under ABL Facility
    
    
    18,000
    
    
    
    (3,500
    )Financing costs
    
    
    
    
    
    
    (131
    )Dividends paid
    
    
    
    
    
    
    (4,269
    )Net cash provided by (used in) financing activities
    
    
    18,000
    
    
    
    (7,900
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (56
    )
    
    
    (41
    )Net decrease in cash and cash equivalents
    
    
    (32,173
    )
    
    
    (334
    )Cash and cash equivalents at beginning of period
    
    
    55,855
    
    
    
    6,709Cash and cash equivalents at end of period
    
    $
    23,682
    
    
    $
    6,375Supplemental information:Cash paid for interest
    
    $
    24,714
    
    
    $
    668Cash paid for income taxes
    
    $
    2,966
    
    
    $
    3,795
   3




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##### Table of Contents



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




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##### Table of Contents



Note 2  Inventories
  April 3,
    
    
    January 2,2010
    
    
    2010Raw materials
    
    $
    27,978
    
    
    $
    28,693Work-in-process
    
    
    7,780
    
    
    
    8,552Finished goods and purchased stock
    
    
    103,042
    
    
    
    78,149$
    138,800
    
    
    $
    115,394
 Note 3  Goodwill and Other Intangible Assets
  AverageAmortization
    
    
    April 3, 2010
    
    
    January 2, 2010Period
    
    
    
    
    
    
    Accumulated
    
    
    Net Carrying
    
    
    
    
    
    
    Accumulated
    
    
    Net Carrying(in Years)
    
    
    Cost
    
    
    Amortization
    
    
    Value
    
    
    Cost
    
    
    Amortization
    
    
    ValueTrademarks
    
    
    15
    
    
    $
    28,070
    
    
    $
    14,551
    
    
    $
    13,519
    
    
    $
    28,070
    
    
    $
    14,087
    
    
    $
    13,983Patents
    
    
    10
    
    
    
    6,230
    
    
    
    4,936
    
    
    
    1,294
    
    
    
    6,230
    
    
    
    4,781
    
    
    
    1,449Customer base
    
    
    7
    
    
    
    5,227
    
    
    
    4,700
    
    
    
    527
    
    
    
    5,137
    
    
    
    4,498
    
    
    
    639Total amortized
intangible assets
    
    
    
    
    
    
    39,527
    
    
    
    24,187
    
    
    
    15,340
    
    
    
    39,437
    
    
    
    23,366
    
    
    
    16,071Non-amortized trade
names
    
    
    
    
    
    
    80,010
    
    
    
    
    
    
    
    80,010
    
    
    
    80,010
    
    
    
    
    
    
    
    80,010Total intangible assets
    
    
    
    
    
    $
    119,537
    
    
    $
    24,187
    
    
    $
    95,350
    
    
    $
    119,447
    
    
    $
    23,366
    
    
    $
    96,081
 ® ® ®
   5




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##### Table of Contents



Note 4  Long-Term Debt
  April 3,
    
    
    January 2,2010
    
    
    20109.875% notes
    
    $
    197,615
    
    
    $
    197,55211.25% notes
    
    
    431,000
    
    
    
    431,000Borrowings under the ABL Facility
    
    
    28,000
    
    
    
    10,000Total long-term debt
    
    $
    656,615
    
    
    $
    638,552
 9.875% Notes
       6




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Fair Value Measurements and Disclosures
 ABL Facility
        7




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##### Table of Contents



11.25% Notes
   Parent Company Indebtedness
 Troubled Debt Restructurings by Debtors
    8




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##### Table of Contents



Note 5  Comprehensive Loss
  Quarters EndedApril 3,
    
    
    April 4,2010
    
    
    2009Net loss
    
    $
    (18,615
    )
    
    $
    (34,988
    )Unrecognized prior service cost and net loss, net of tax
    
    
    242
    
    
    
    257Foreign currency translation adjustments
    
    
    2,864
    
    
    
    (802
    )Comprehensive loss
    
    $
    (15,509
    )
    
    $
    (35,533
    )
 Note 6  Retirement Plans
  Quarters EndedApril 3, 2010
    
    
    April 4, 2009Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansNet periodic pension costService cost
    
    $
    155
    
    
    $
    604
    
    
    $
    146
    
    
    $
    324Interest cost
    
    
    778
    
    
    
    903
    
    
    
    783
    
    
    
    722Expected return on assets
    
    
    (760
    )
    
    
    (867
    )
    
    
    (674
    )
    
    
    (612
    )Amortization of unrecognized:Prior service costs
    
    
    7
    
    
    
    11
    
    
    
    8
    
    
    
    7Cumulative net loss
    
    
    303
    
    
    
    48
    
    
    
    375
    
    
    
    13Net periodic pension cost
    
    $
    483
    
    
    $
    699
    
    
    $
    638
    
    
    $
    454
     9




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##### Table of Contents



Note 7  Business Segments
  Quarters EndedApril 3,
    
    
    April 4,2010
    
    
    2009Vinyl windows
    
    $
    76,337
    
    
    $
    61,057Vinyl siding products
    
    
    39,356
    
    
    
    35,588Metal products
    
    
    36,375
    
    
    
    28,983Third party manufactured products
    
    
    37,563
    
    
    
    32,716Other products and services
    
    
    14,606
    
    
    
    13,988$
    204,237
    
    
    $
    172,332
 Note 8  Product Warranty Costs and Service Returns
   Quarters EndedApril 3,
    
    
    April 4,2010
    
    
    2009Balance at the beginning of the period
    
    $
    33,016
    
    
    $
    29,425Provision for warranties issued
    
    
    1,540
    
    
    
    2,098Claims paid
    
    
    (1,237
    )
    
    
    (1,493
    )Foreign currency translation
    
    
    263
    
    
    
    54Balance at the end of the period
    
    $
    33,582
    
    
    $
    30,084
 Note 9  Manufacturing Restructuring Costs
    10




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##### Table of Contents



Quarter EndedApril 3, 2010Beginning liability
    
    $
    5,036Additions
    
    
    Accretion of related lease obligations
    
    
    91Payments
    
    
    (397
    )Ending liability as of April 3, 2010
    
    $
    4,730
  Note 10  Subsidiary Guarantors
   11




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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    3,669
    
    
    $
    
    
    
    $
    76
    
    
    $
    19,937
    
    
    $
    
    
    
    $
    23,682Accounts receivable, net
    
    
    78,631
    
    
    
    
    
    
    
    8,669
    
    
    
    36,460
    
    
    
    
    
    
    
    123,760Intercompany receivables
    
    
    
    
    
    
    
    
    
    
    94,158
    
    
    
    5,632
    
    
    
    (99,790
    )
    
    
    Inventories
    
    
    97,171
    
    
    
    
    
    
    
    7,428
    
    
    
    34,201
    
    
    
    
    
    
    
    138,800Income taxes receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,243
    
    
    
    
    
    
    
    1,243Deferred income taxes
    
    
    8,834
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (188
    )
    
    
    8,646Prepaid expenses
    
    
    6,578
    
    
    
    
    
    
    
    1,233
    
    
    
    1,769
    
    
    
    
    
    
    
    9,580Total current assets
    
    
    194,883
    
    
    
    
    
    
    
    111,564
    
    
    
    99,242
    
    
    
    (99,978
    )
    
    
    305,711Property, plant and equipment, net
    
    
    73,373
    
    
    
    
    
    
    
    1,921
    
    
    
    35,239
    
    
    
    
    
    
    
    110,533Goodwill
    
    
    194,813
    
    
    
    
    
    
    
    36,421
    
    
    
    
    
    
    
    
    
    
    
    231,234Other intangible assets, net
    
    
    86,011
    
    
    
    
    
    
    
    9,339
    
    
    
    
    
    
    
    
    
    
    
    95,350Investment in subsidiaries
    
    
    202,875
    
    
    
    
    
    
    
    77,803
    
    
    
    
    
    
    
    (280,678
    )
    
    
    Receivable from AMH II
    
    
    27,440
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,440Intercompany receivable
    
    
    
    
    
    
    197,615
    
    
    
    
    
    
    
    
    
    
    
    (197,615
    )
    
    
    Other assets
    
    
    17,432
    
    
    
    
    
    
    
    
    
    
    
    1,870
    
    
    
    
    
    
    
    19,302Total assets
    
    $
    796,827
    
    
    $
    197,615
    
    
    $
    237,048
    
    
    $
    136,351
    
    
    $
    (578,271
    )
    
    $
    789,570Liabilities And Members EquityCurrent liabilities:Accounts payable
    
    $
    66,247
    
    
    $
    
    
    
    $
    7,936
    
    
    $
    32,157
    
    
    $
    
    
    
    $
    106,340Intercompany payables
    
    
    99,790
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (99,790
    )
    
    
    Payable to parent
    
    
    17,118
    
    
    
    
    
    
    
    2,477
    
    
    
    
    
    
    
    
    
    
    
    19,595Accrued liabilities
    
    
    37,153
    
    
    
    
    
    
    
    4,601
    
    
    
    8,899
    
    
    
    
    
    
    
    50,653Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    188
    
    
    
    2,312
    
    
    
    (188
    )
    
    
    2,312Total current liabilities
    
    
    220,308
    
    
    
    
    
    
    
    15,202
    
    
    
    43,368
    
    
    
    (99,978
    )
    
    
    178,900Deferred income taxes
    
    
    40,083
    
    
    
    
    
    
    
    2,323
    
    
    
    2,267
    
    
    
    
    
    
    
    44,673Other liabilities
    
    
    31,698
    
    
    
    
    
    
    
    16,648
    
    
    
    12,913
    
    
    
    
    
    
    
    61,259Long-term debt
    
    
    225,615
    
    
    
    197,615
    
    
    
    
    
    
    
    
    
    
    
    (197,615
    )
    
    
    225,615Members equity
    
    
    279,123
    
    
    
    
    
    
    
    202,875
    
    
    
    77,803
    
    
    
    (280,678
    )
    
    
    279,123Total liabilities and members equity
    
    $
    796,827
    
    
    $
    197,615
    
    
    $
    237,048
    
    
    $
    136,351
    
    
    $
    (578,271
    )
    
    $
    789,570
  12




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    145,891
    
    
    $
    
    
    
    $
    29,561
    
    
    $
    57,981
    
    
    $
    (29,196
    )
    
    $
    204,237Cost of sales
    
    
    112,476
    
    
    
    
    
    
    
    27,512
    
    
    
    45,006
    
    
    
    (29,196
    )
    
    
    155,798Gross profit
    
    
    33,415
    
    
    
    
    
    
    
    2,049
    
    
    
    12,975
    
    
    
    
    
    
    
    48,439Selling, general and
administrative expenses
    
    
    37,405
    
    
    
    
    
    
    
    808
    
    
    
    9,268
    
    
    
    
    
    
    
    47,481Income (loss) from operations
    
    
    (3,990
    )
    
    
    
    
    
    
    1,241
    
    
    
    3,707
    
    
    
    
    
    
    
    958Interest expense, net
    
    
    5,992
    
    
    
    
    
    
    
    2
    
    
    
    247
    
    
    
    
    
    
    
    6,241Foreign currency (gain)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (122
    )
    
    
    
    
    
    
    (122
    )Income (loss) before income taxes
    
    
    (9,982
    )
    
    
    
    
    
    
    1,239
    
    
    
    3,582
    
    
    
    
    
    
    
    (5,161
    )Income taxes (benefit)
    
    
    (3,948
    )
    
    
    
    
    
    
    936
    
    
    
    1,078
    
    
    
    
    
    
    
    (1,934
    )Income (loss) before equity
income from subsidiaries
    
    
    (6,034
    )
    
    
    
    
    
    
    303
    
    
    
    2,504
    
    
    
    
    
    
    
    (3,227
    )Equity income from subsidiaries
    
    
    2,807
    
    
    
    
    
    
    
    2,504
    
    
    
    
    
    
    
    (5,311
    )
    
    
    Net income (loss)
    
    $
    (3,227
    )
    
    $
    
    
    
    $
    2,807
    
    
    $
    2,504
    
    
    $
    (5,311
    )
    
    $
    (3,227
    )
  13




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-GuarantorParent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    ConsolidatedNet cash used in operating activities
    
    $
    (12,433
    )
    
    $
    
    
    
    $
    (2,000
    )
    
    $
    (6,390
    )
    
    $
    (20,823
    )Investing ActivitiesAdditions to property, plant and equipment
    
    
    (4,133
    )
    
    
    
    
    
    
    (10
    )
    
    
    (907
    )
    
    
    (5,050
    )Net cash used in investing activities
    
    
    (4,133
    )
    
    
    
    
    
    
    (10
    )
    
    
    (907
    )
    
    
    (5,050
    )Financing ActivitiesNet borrowings under ABL Facility
    
    
    18,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,000Dividends paid to parent company
    
    
    (24,244
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,244
    )Dividends from non-guarantor subsidiary
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    (20,000
    )
    
    
    Intercompany transactions
    
    
    20,612
    
    
    
    
    
    
    
    (17,996
    )
    
    
    (2,616
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    14,368
    
    
    
    
    
    
    
    2,004
    
    
    
    (22,616
    )
    
    
    (6,244
    )Effect of exchange rate changes on cash and cash
equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56
    )
    
    
    (56
    )Net decrease in cash and cash equivalents
    
    
    (2,198
    )
    
    
    
    
    
    
    (6
    )
    
    
    (29,969
    )
    
    
    (32,173
    )Cash and cash equivalents at beginning of period
    
    
    5,867
    
    
    
    
    
    
    
    82
    
    
    
    49,906
    
    
    
    55,855Cash and cash equivalents at end of period
    
    $
    3,669
    
    
    $
    
    
    
    $
    76
    
    
    $
    19,937
    
    
    $
    23,682
  14




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    5,867
    
    
    $
    
    
    
    $
    82
    
    
    $
    49,906
    
    
    $
    
    
    
    $
    55,855Accounts receivable, net
    
    
    81,178
    
    
    
    
    
    
    
    8,728
    
    
    
    24,449
    
    
    
    
    
    
    
    114,355Intercompany receivables
    
    
    
    
    
    
    
    
    
    
    76,138
    
    
    
    3,045
    
    
    
    (79,183
    )
    
    
    Inventories
    
    
    80,654
    
    
    
    
    
    
    
    6,613
    
    
    
    28,127
    
    
    
    
    
    
    
    115,394Deferred income taxes
    
    
    8,834
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (188
    )
    
    
    8,646Prepaid expenses
    
    
    6,542
    
    
    
    
    
    
    
    1,263
    
    
    
    1,140
    
    
    
    
    
    
    
    8,945Total current assets
    
    
    183,075
    
    
    
    
    
    
    
    92,824
    
    
    
    106,667
    
    
    
    (79,371
    )
    
    
    303,195Property, plant and equipment, net
    
    
    73,086
    
    
    
    
    
    
    
    2,033
    
    
    
    33,918
    
    
    
    
    
    
    
    109,037Goodwill
    
    
    194,813
    
    
    
    
    
    
    
    36,450
    
    
    
    
    
    
    
    
    
    
    
    231,263Other intangible assets, net
    
    
    86,561
    
    
    
    
    
    
    
    9,465
    
    
    
    55
    
    
    
    
    
    
    
    96,081Investment in subsidiaries
    
    
    197,163
    
    
    
    
    
    
    
    92,409
    
    
    
    
    
    
    
    (289,572
    )
    
    
    Receivable from AMH II
    
    
    27,237
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,237Intercompany receivable
    
    
    
    
    
    
    197,552
    
    
    
    
    
    
    
    
    
    
    
    (197,552
    )
    
    
    Other assets
    
    
    18,185
    
    
    
    
    
    
    
    
    
    
    
    1,799
    
    
    
    
    
    
    
    19,984Total assets
    
    $
    780,120
    
    
    $
    197,552
    
    
    $
    233,181
    
    
    $
    142,439
    
    
    $
    (566,495
    )
    
    $
    786,797Liabilities And Members EquityCurrent liabilities:Accounts payable
    
    $
    54,618
    
    
    $
    
    
    
    $
    9,111
    
    
    $
    23,851
    
    
    $
    
    
    
    $
    87,580Intercompany payables
    
    
    79,183
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (79,183
    )
    
    
    Payable to parent
    
    
    21,664
    
    
    
    
    
    
    
    1,535
    
    
    
    
    
    
    
    
    
    
    
    23,199Accrued liabilities
    
    
    41,699
    
    
    
    
    
    
    
    6,118
    
    
    
    9,108
    
    
    
    
    
    
    
    56,925Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    188
    
    
    
    2,312
    
    
    
    (188
    )
    
    
    2,312Income taxes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,112
    
    
    
    
    
    
    
    1,112Total current liabilities
    
    
    197,164
    
    
    
    
    
    
    
    16,952
    
    
    
    36,383
    
    
    
    (79,371
    )
    
    
    171,128Deferred income taxes
    
    
    39,973
    
    
    
    
    
    
    
    2,314
    
    
    
    1,016
    
    
    
    
    
    
    
    43,303Other liabilities
    
    
    31,943
    
    
    
    
    
    
    
    16,752
    
    
    
    12,631
    
    
    
    
    
    
    
    61,326Long-term debt
    
    
    207,552
    
    
    
    197,552
    
    
    
    
    
    
    
    
    
    
    
    (197,552
    )
    
    
    207,552Members equity
    
    
    303,488
    
    
    
    
    
    
    
    197,163
    
    
    
    92,409
    
    
    
    (289,572
    )
    
    
    303,488Total liabilities and members equity
    
    $
    780,120
    
    
    $
    197,552
    
    
    $
    233,181
    
    
    $
    142,439
    
    
    $
    (566,495
    )
    
    $
    786,797
  15




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    133,225
    
    
    $
    
    
    
    $
    26,478
    
    
    $
    39,490
    
    
    $
    (26,861
    )
    
    $
    172,332Cost of sales
    
    
    106,863
    
    
    
    
    
    
    
    27,813
    
    
    
    34,264
    
    
    
    (26,861
    )
    
    
    142,079Gross profit
    
    
    26,362
    
    
    
    
    
    
    
    (1,335
    )
    
    
    5,226
    
    
    
    
    
    
    
    30,253Selling, general and
administrative expenses
    
    
    39,251
    
    
    
    
    
    
    
    1,118
    
    
    
    8,059
    
    
    
    
    
    
    
    48,498Loss from operations
    
    
    (12,889
    )
    
    
    
    
    
    
    (2,523
    )
    
    
    (2,833
    )
    
    
    
    
    
    
    (18,245
    )Interest expense, net
    
    
    5,120
    
    
    
    
    
    
    
    
    
    
    
    218
    
    
    
    
    
    
    
    5,338Foreign currency loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52
    
    
    
    
    
    
    
    52Loss before income taxes
    
    
    (18,009
    )
    
    
    
    
    
    
    (2,523
    )
    
    
    (3,103
    )
    
    
    
    
    
    
    (23,635
    )Income taxes benefit
    
    
    (7,311
    )
    
    
    
    
    
    
    (863
    )
    
    
    (996
    )
    
    
    
    
    
    
    (9,170
    )Loss before equity income from
subsidiaries
    
    
    (10,698
    )
    
    
    
    
    
    
    (1,660
    )
    
    
    (2,107
    )
    
    
    
    
    
    
    (14,465
    )Equity income from subsidiaries
    
    
    (3,767
    )
    
    
    
    
    
    
    (2,107
    )
    
    
    
    
    
    
    5,874
    
    
    
    Net loss
    
    $
    (14,465
    )
    
    $
    
    
    
    $
    (3,767
    )
    
    $
    (2,107
    )
    
    $
    5,874
    
    
    $
    (14,465
    )
  16




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-GuarantorParent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    ConsolidatedNet cash provided by (used in) operating activities
    
    $
    3,499
    
    
    $
    
    
    
    $
    7,948
    
    
    $
    (2,492
    )
    
    $
    8,955Investing ActivitiesAdditions to property, plant and equipment
    
    
    (1,129
    )
    
    
    
    
    
    
    (6
    )
    
    
    (213
    )
    
    
    (1,348
    )Other
    
    
    (383
    )
    
    
    
    
    
    
    383
    
    
    
    
    
    
    
    Net cash (used in) provided by investing activities
    
    
    (1,512
    )
    
    
    
    
    
    
    377
    
    
    
    (213
    )
    
    
    (1,348
    )Financing ActivitiesNet repayments under ABL Facility
    
    
    (3,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,500
    )Financing costs
    
    
    (95
    )
    
    
    
    
    
    
    
    
    
    
    (36
    )
    
    
    (131
    )Dividends paid
    
    
    (4,269
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,269
    )Intercompany transactions
    
    
    4,712
    
    
    
    
    
    
    
    (8,303
    )
    
    
    3,591
    
    
    
    Net cash (used in) provided by financing activities
    
    
    (3,152
    )
    
    
    
    
    
    
    (8,303
    )
    
    
    3,555
    
    
    
    (7,900
    )Effect of exchange rate changes on cash and cash
equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (41
    )
    
    
    (41
    )Net increase (decrease) in cash and cash equivalents
    
    
    (1,165
    )
    
    
    
    
    
    
    22
    
    
    
    809
    
    
    
    (334
    )Cash and cash equivalents at beginning of year
    
    
    4,964
    
    
    
    
    
    
    
    97
    
    
    
    1,648
    
    
    
    6,709Cash and cash equivalents at end of year
    
    $
    3,799
    
    
    $
    
    
    
    $
    119
    
    
    $
    2,457
    
    
    $
    6,375
  17




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
 ® ® ®
      18




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##### Table of Contents



Results of Operations
  Quarters EndedApril 3,
    
    
    April 4,2010
    
    
    2009Net sales
    
    $
    204,237
    
    
    $
    172,332Cost of sales
    
    
    155,798
    
    
    
    142,079Gross profit
    
    
    48,439
    
    
    
    30,253Selling, general and administrative expenses
    
    
    47,481
    
    
    
    48,498Income (loss) from operations
    
    
    958
    
    
    
    (18,245
    )Interest expense, net
    
    
    18,617
    
    
    
    17,686Foreign currency (gain) loss
    
    
    (122
    )
    
    
    52Loss before income taxes
    
    
    (17,537
    )
    
    
    (35,983
    )Income taxes (benefit)
    
    
    1,078
    
    
    
    (995
    )Net loss
    
    $
    (18,615
    )
    
    $
    (34,988
    )Other Data:EBITDA (a)
    
    $
    6,713
    
    
    $
    (12,856
    )Adjusted EBITDA (a)
    
    
    6,816
    
    
    
    (12,621
    )
 (a)
    
    EBITDA is calculated as net income plus interest, taxes, depreciation and
amortization. Adjusted EBITDA excludes certain items. The Company considers EBITDA and
adjusted EBITDA to be important indicators 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.  19




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##### Table of Contents



The reconciliation of the Companys net loss to EBITDA and adjusted EBITDA is as follows (in
thousands): Quarters EndedApril 3,
 2010
    
    
    April 4,
 2009Net loss
    
    $
    (18,615
    )
    
    $
    (34,988
    )Interest expense, net
    
    
    18,617
    
    
    
    17,686Income taxes (benefit)
    
    
    1,078
    
    
    
    (995
    )Depreciation and amortization
    
    
    5,633
    
    
    
    5,441EBITDA
    
    
    6,713
    
    
    
    (12,856
    )Amortization of management fee (b)
    
    
    
    
    
    
    125Tax restructuring costs (c)
    
    
    88
    
    
    
    Bank audit fees (d)
    
    
    15
    
    
    
    110Adjusted EBITDA
    
    $
    6,816
    
    
    $
    (12,621
    )
 (b)
    
    Represents amortization of a prepaid management fee paid to Investcorp International Inc.
in connection with the December 2004 recapitalization transaction.(c)
    
    Represents legal and accounting fees incurred in connection with a 2009 tax restructuring
project.(d)
    
    Represents bank audit fees incurred under the ABL Facility.  Quarters EndedApril 3,
    
    
    April 4,2010
    
    
    2009Vinyl windows
    
    $
    76,337
    
    
    $
    61,057Vinyl siding products
    
    
    39,356
    
    
    
    35,588Metal products
    
    
    36,375
    
    
    
    28,983Third party manufactured products
    
    
    37,563
    
    
    
    32,716Other products and services
    
    
    14,606
    
    
    
    13,988$
    204,237
    
    
    $
    172,332
 Quarter Ended April 3, 2010 Compared to Quarter Ended April 4, 2009
       20




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##### Table of Contents



Recent Accounting Pronouncements
  Liquidity and Capital Resources
  Quarters EndedApril 3,
    
    
    April 4,2010
    
    
    2009Net cash (used in) provided by operating activities
    
    $
    (45,067
    )
    
    $
    8,955Net cash used in investing activities
    
    
    (5,050
    )
    
    
    (1,348
    )Net cash provided by (used in) financing activities
    
    
    18,000
    
    
    
    (7,900
    )
 Cash Flows
  Cash Flows from Operating Activities
   21




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##### Table of Contents



Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  Description of the Companys Outstanding Indebtedness
 9.875% Notes
      22




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##### Table of Contents



Covenants.
  pari
passu
 .
 Events of default. pari
passu
 Change of control.
  23




---



##### Table of Contents



Fair Value Measurements and Disclosures
 11.25% Notes
    Covenants
  Events of default
   24




---



##### Table of Contents



Change of control
  ABL Facility
       25




---



##### Table of Contents



Covenants
   
    
    excess availability under the ABL Facility exceeds $45.0 million for the total
facility, and $24.8 million and $9.0 million for the U.S. and Canadian facilities,
respectively, if the fixed asset availability (as defined) is greater than zero; or if
the fixed asset availability is equal to zero, $33.8 million for the total facility,
and $20.6 million and $7.5 million for the U.S. and Canadian facilities, respectively;
 
    
    the consolidated EBITDA (as defined under the ABL Facility) of Holdings and its
subsidiaries in the most recent fiscal quarter for which financial statements have been
delivered (or, if such quarter is the first fiscal quarter of Holdings and its
subsidiaries of such year, then the fiscal quarter immediately preceding such quarter)
is at least 50% of the consolidated EBITDA of such entities for the same quarter in the
prior year; and
 
    
    no default has occurred and is continuing under the ABL Facility.
   Events of Default
  26




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##### Table of Contents



Parent Company Indebtedness
 Troubled Debt Restructurings by Debtors
       27




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##### Table of Contents



Effects of Inflation
  Certain Forward-Looking Statements
  
    
    the Companys operations and results of operations;
 
    
    declines in home building and remodeling industries, economic conditions and changes in
interest rates, foreign currency exchange rates and other conditions;
 
    
    deteriorations in availability of consumer credit, employment trends, levels of consumer
confidence and spending, and consumer preferences;
 
    
    changes in raw material costs and availability;
  28




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##### Table of Contents




    
    market acceptance of price increases;
    
    declines 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 with Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets) and
CIT Capital Securities LLC, as joint lead arrangers, Wachovia Bank, N.A., as agent, and the
lenders party thereto and indentures governing the 9.875% notes and 11.25% notes;
 
    
    the Companys ability to make distributions, payments or loans to its parent company to
allow it to make required payments on its 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;
 
    
    declines in market demand;
    
    increases in the Companys indebtedness;
    
    increases in costs of environmental compliance or environmental liabilities;
    
    increases in unanticipated warranty or product liability claims;
    
    increases in capital expenditure requirements; 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 2, 2010 and elsewhere in this report.
   29




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##### 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
   30




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##### Table of Contents



Changes in Internal Control over Financial Reporting
 Income Tax Material Weakness Remediation Steps
    Other Changes
  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:  May 14, 2010
    By:
    /s/ Thomas N. ChieffeThomas N. ChieffePresident and Chief Executive Officer
(Principal Executive Officer)Date:  May 14, 2010
    By:
    /s/ Stephen E. GrahamStephen E. GrahamVice President  Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)  33