##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 27, 2008
 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 or 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
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



AMH HOLDINGS, LLC
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets 
September 27, 2008 (Unaudited) and December 29, 2007
    
    
    1Consolidated Statements of Operations (Unaudited) 
Quarters ended September 27, 2008 and September 29, 2007
Nine months ended September 27, 2008 and September 29, 2007
    
    
    2Consolidated Statements of Cash Flows (Unaudited)
Nine months ended September 27, 2008 and September 29, 2007
    
    
    3Notes to Consolidated Financial Statements (Unaudited)
    
    
    4Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    29PART II. OTHER INFORMATIONItem 6. Exhibits
    
    
    29SIGNATURES
    
    
    30Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 AMH HOLDINGS, LLC
 
   (Unaudited)September 27,
    
    
    December 29,2008
    
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    11,969
    
    
    $
    21,603Accounts receivable, net
    
    
    183,016
    
    
    
    138,653Inventories
    
    
    168,154
    
    
    
    137,015Deferred income taxes
    
    
    9,983
    
    
    
    9,983Other current assets
    
    
    9,943
    
    
    
    11,686Total current assets
    
    
    383,065
    
    
    
    318,940Property, plant and equipment, net
    
    
    123,984
    
    
    
    133,531Goodwill
    
    
    231,251
    
    
    
    231,213Other intangible assets, net
    
    
    99,968
    
    
    
    102,424Deferred taxes
    
    
    11,288
    
    
    
    Other assets
    
    
    11,639
    
    
    
    14,314Total assets
    
    $
    861,195
    
    
    $
    800,422Liabilities and Members EquityCurrent liabilities:Accounts payable
    
    $
    120,007
    
    
    $
    80,082Payable to parent
    
    
    6,592
    
    
    
    6,592Accrued liabilities
    
    
    73,500
    
    
    
    64,618Income taxes payable
    
    
    7,849
    
    
    
    11,298Total current liabilities
    
    
    207,948
    
    
    
    162,590Deferred income taxes
    
    
    
    
    
    
    1,542Other liabilities
    
    
    44,213
    
    
    
    47,615Long-term debt
    
    
    652,220
    
    
    
    618,677Members equity
    
    
    (43,186
    )
    
    
    (30,002
    )Total liabilities and members equity
    
    $
    861,195
    
    
    $
    800,422
   1




---



##### Table of Contents



AMH HOLDINGS, LLC
 
    Quarter
    
    
    Quarter
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    342,678
    
    
    $
    349,603
    
    
    $
    858,368
    
    
    $
    905,718Cost of sales
    
    
    256,092
    
    
    
    258,046
    
    
    
    648,177
    
    
    
    675,379Gross profit
    
    
    86,586
    
    
    
    91,557
    
    
    
    210,191
    
    
    
    230,339Selling, general and administrative expense
    
    
    55,898
    
    
    
    53,128
    
    
    
    158,888
    
    
    
    155,472Manufacturing restructuring costs
    
    
    
    
    
    
    
    
    
    
    1,783
    
    
    
    Income from operations
    
    
    30,688
    
    
    
    38,429
    
    
    
    49,520
    
    
    
    74,867Interest expense, net
    
    
    17,311
    
    
    
    17,836
    
    
    
    51,707
    
    
    
    52,469Foreign currency (gain) loss
    
    
    238
    
    
    
    (116
    )
    
    
    328
    
    
    
    (216
    )Income (loss) before income taxes
    
    
    13,139
    
    
    
    20,709
    
    
    
    (2,515
    )
    
    
    22,614Income taxes (benefit)
    
    
    14,210
    
    
    
    12,292
    
    
    
    (896
    )
    
    
    13,491Net income (loss)
    
    $
    (1,071
    )
    
    $
    8,417
    
    
    $
    (1,619
    )
    
    $
    9,123
   2




---



##### Table of Contents



AMH HOLDINGS, LLC
 
    Nine Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 27,
    
    
    September 29,2008
    
    
    2007Operating ActivitiesNet income (loss)
    
    $
    (1,619
    )
    
    $
    9,123Adjustments to reconcile net income (loss) to net
cash provided by operating activities:Depreciation and amortization
    
    
    17,119
    
    
    
    16,371Amortization of deferred financing costs
    
    
    35,902
    
    
    
    33,371Amortization of management fee
    
    
    375
    
    
    
    375Deferred income taxes
    
    
    (12,933
    )
    
    
    (10,197
    )Non-cash portion of manufacturing restructuring costs
    
    
    1,577
    
    
    
    Loss on sale or disposal of assets other than by sale
    
    
    1,967
    
    
    
    347Changes in operating assets and liabilities,
adjusted for the effects of the acquisition of
supply center:Accounts receivable, net
    
    
    (45,894
    )
    
    
    (38,819
    )Inventories
    
    
    (34,116
    )
    
    
    (12,860
    )Accounts payable and accrued liabilities
    
    
    50,410
    
    
    
    34,253Income taxes
    
    
    (3,504
    )
    
    
    11,827Other
    
    
    (277
    )
    
    
    (700
    )Net cash provided by operating activities
    
    
    9,007
    
    
    
    43,091Investing ActivitiesAdditions to property, plant and equipment
    
    
    (9,774
    )
    
    
    (7,297
    )Acquisition of supply center
    
    
    
    
    
    
    (801
    )Proceeds from sale of assets
    
    
    25
    
    
    
    Net cash used in investing activities
    
    
    (9,749
    )
    
    
    (8,098
    )Financing ActivitiesRepayments of term loan
    
    
    
    
    
    
    (29,000
    )Dividends
    
    
    (8,311
    )
    
    
    (8,018
    )Net cash used in financing activities
    
    
    (8,311
    )
    
    
    (37,018
    )Effect of exchange rate changes on cash
    
    
    (581
    )
    
    
    619Net decrease in cash
    
    
    (9,634
    )
    
    
    (1,406
    )Cash at beginning of period
    
    
    21,603
    
    
    
    15,015Cash at end of period
    
    $
    11,969
    
    
    $
    13,609Supplemental information:Cash paid for interest
    
    $
    11,536
    
    
    $
    15,231Cash paid for income taxes
    
    $
    15,541
    
    
    $
    11,699
   3




---



##### Table of Contents



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




---



##### Table of Contents



Note 2  Inventories
  September 27,
    
    
    December 29,2008
    
    
    2007Raw materials
    
    $
    30,437
    
    
    $
    31,886Work-in-process
    
    
    14,718
    
    
    
    10,075Finished goods and purchased stock
    
    
    122,999
    
    
    
    95,054$
    168,154
    
    
    $
    137,015
 Note 3  Goodwill and Other Intangible Assets
  AverageAmortization
    
    
    September 27, 2008
    
    
    December 29, 2007Period
    
    
    
    
    
    
    Accumulated
    
    
    Net Carrying
    
    
    
    
    
    
    Accumulated
    
    
    Net Carrying(in Years)
    
    
    Cost
    
    
    Amortization
    
    
    Value
    
    
    Cost
    
    
    Amortization
    
    
    ValueTrademarks and trade names
    
    
    15
    
    
    $
    108,080
    
    
    $
    11,711
    
    
    $
    96,369
    
    
    $
    108,080
    
    
    $
    10,283
    
    
    $
    97,797Patents
    
    
    10
    
    
    
    6,230
    
    
    
    4,005
    
    
    
    2,225
    
    
    
    6,230
    
    
    
    3,540
    
    
    
    2,690Customer base and other
    
    
    7
    
    
    
    5,177
    
    
    
    3,803
    
    
    
    1,374
    
    
    
    5,298
    
    
    
    3,361
    
    
    
    1,937Total other intangible assets
    
    
    
    
    
    $
    119,487
    
    
    $
    19,519
    
    
    $
    99,968
    
    
    $
    119,608
    
    
    $
    17,184
    
    
    $
    102,424
 ® ® ®
 Note 4  Long-Term Debt
  September 27,
    
    
    December 29,2008
    
    
    20079 3/4% notes
    
    $
    165,000
    
    
    $
    165,00011 1/4% notes
    
    
    426,220
    
    
    
    392,677Term loan under credit facility
    
    
    61,000
    
    
    
    61,000Total long-term debt
    
    $
    652,220
    
    
    $
    618,677
   5




---



##### Table of Contents



Note 5  Income Taxes
  Note 6  Comprehensive Income (Loss)
  Quarter
    
    
    Quarter
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income (loss) as reported
    
    $
    (1,071
    )
    
    $
    8,417
    
    
    $
    (1,619
    )
    
    $
    9,123Reclassification adjustments for
actuarial gains or losses and prior
service costs, net of tax
    
    
    180
    
    
    
    145
    
    
    
    456
    
    
    
    431Foreign currency translation adjustments
    
    
    (1,595
    )
    
    
    5,274
    
    
    
    (3,708
    )
    
    
    10,478Comprehensive income (loss)
    
    $
    (2,486
    )
    
    $
    13,836
    
    
    $
    (4,871
    )
    
    $
    20,032
  6




---



##### Table of Contents



Note 7  Retirement Plans
  Quarter
    
    
    QuarterEnded
    
    
    EndedSeptember 27,
    
    
    September 29,2008
    
    
    2007Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansNet periodic pension costService cost
    
    $
    134
    
    
    $
    565
    
    
    $
    117
    
    
    $
    560Interest cost
    
    
    747
    
    
    
    820
    
    
    
    739
    
    
    
    720Expected return on assets
    
    
    (875
    )
    
    
    (959
    )
    
    
    (827
    )
    
    
    (856
    )Amortization of prior service costs
    
    
    7
    
    
    
    8
    
    
    
    7
    
    
    
    8Amortization of unrecognized net loss
    
    
    150
    
    
    
    27
    
    
    
    126
    
    
    
    5Net periodic pension cost
    
    $
    163
    
    
    $
    461
    
    
    $
    162
    
    
    $
    437
 Nine Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 27,
    
    
    September 29,2008
    
    
    2007Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansNet periodic pension costService cost
    
    $
    402
    
    
    $
    1,659
    
    
    $
    389
    
    
    $
    1,591Interest cost
    
    
    2,241
    
    
    
    2,406
    
    
    
    2,176
    
    
    
    2,046Expected return on assets
    
    
    (2,625
    )
    
    
    (2,814
    )
    
    
    (2,491
    )
    
    
    (2,430
    )Amortization of prior service costs
    
    
    21
    
    
    
    24
    
    
    
    7
    
    
    
    22Amortization of unrecognized net loss
    
    
    450
    
    
    
    79
    
    
    
    478
    
    
    
    14Net periodic pension cost
    
    $
    489
    
    
    $
    1,354
    
    
    $
    559
    
    
    $
    1,243
 Note 8  Business Segments
  Quarter
    
    
    Quarter
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Vinyl windows
    
    $
    108,551
    
    
    $
    113,831
    
    
    $
    282,174
    
    
    $
    301,604Vinyl siding products
    
    
    82,044
    
    
    
    85,942
    
    
    
    196,493
    
    
    
    220,990Metal products
    
    
    65,723
    
    
    
    66,682
    
    
    
    166,856
    
    
    
    171,523Third party manufactured products
    
    
    65,366
    
    
    
    61,275
    
    
    
    156,486
    
    
    
    152,914Other products and services
    
    
    20,994
    
    
    
    21,873
    
    
    
    56,359
    
    
    
    58,687$
    342,678
    
    
    $
    349,603
    
    
    $
    858,368
    
    
    $
    905,718
  7




---



##### Table of Contents



Note 9  Product Warranty Costs and Service Returns
   Quarter
    
    
    Quarter
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Balance at the beginning of the period
    
    $
    29,933
    
    
    $
    26,354
    
    
    $
    28,684
    
    
    $
    25,035Provision for warranties issued
    
    
    2,407
    
    
    
    4,089
    
    
    
    6,998
    
    
    
    9,534Claims paid
    
    
    (1,778
    )
    
    
    (3,322
    )
    
    
    (5,120
    )
    
    
    (7,448
    )Balance at the end of the period
    
    $
    30,562
    
    
    $
    27,121
    
    
    $
    30,562
    
    
    $
    27,121
 Note 10  Manufacturing Restructuring Costs
  Note 11  Subsidiary Guarantors
   8




---



##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    5,851
    
    
    $
    289
    
    
    $
    5,829
    
    
    $
    
    
    
    $
    11,969Accounts receivable, net
    
    
    113,759
    
    
    
    22,886
    
    
    
    46,371
    
    
    
    
    
    
    
    183,016Intercompany receivables
    
    
    
    
    
    
    28,551
    
    
    
    30,450
    
    
    
    (59,001
    )
    
    
    Inventories
    
    
    106,799
    
    
    
    19,052
    
    
    
    42,303
    
    
    
    
    
    
    
    168,154Deferred income taxes
    
    
    6,886
    
    
    
    2,674
    
    
    
    423
    
    
    
    
    
    
    
    9,983Income taxes receivable
    
    
    
    
    
    
    1,318
    
    
    
    6
    
    
    
    (1,324
    )
    
    
    Other current assets
    
    
    7,266
    
    
    
    1,089
    
    
    
    1,588
    
    
    
    
    
    
    
    9,943Total current assets
    
    
    240,561
    
    
    
    75,859
    
    
    
    126,970
    
    
    
    (60,325
    )
    
    
    383,065Property, plant and equipment, net
    
    
    83,438
    
    
    
    3,060
    
    
    
    37,486
    
    
    
    
    
    
    
    123,984Goodwill
    
    
    194,814
    
    
    
    36,437
    
    
    
    
    
    
    
    
    
    
    
    231,251Other intangible assets, net
    
    
    89,395
    
    
    
    10,096
    
    
    
    477
    
    
    
    
    
    
    
    99,968Investment in subsidiaries
    
    
    181,014
    
    
    
    102,488
    
    
    
    
    
    
    
    (283,502
    )
    
    
    Other assets
    
    
    5,488
    
    
    
    23
    
    
    
    433
    
    
    
    
    
    
    
    5,944Total assets
    
    $
    794,710
    
    
    $
    227,963
    
    
    $
    165,366
    
    
    $
    (343,827
    )
    
    $
    844,212Liabilities And Members EquityCurrent liabilities:Accounts payable
    
    $
    64,701
    
    
    $
    17,655
    
    
    $
    37,651
    
    
    $
    
    
    
    $
    120,007Intercompany payables
    
    
    59,001
    
    
    
    
    
    
    
    
    
    
    
    (59,001
    )
    
    
    Payable to parent
    
    
    5,029
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,029Accrued liabilities
    
    
    50,559
    
    
    
    10,957
    
    
    
    11,984
    
    
    
    
    
    
    
    73,500Income taxes payable
    
    
    9,536
    
    
    
    
    
    
    
    
    
    
    
    (1,324
    )
    
    
    8,212Total current liabilities
    
    
    188,826
    
    
    
    28,612
    
    
    
    49,635
    
    
    
    (60,325
    )
    
    
    206,748Deferred income taxes
    
    
    44,282
    
    
    
    4,330
    
    
    
    2,328
    
    
    
    
    
    
    
    50,940Other liabilities
    
    
    19,292
    
    
    
    14,007
    
    
    
    10,915
    
    
    
    
    
    
    
    44,214Long-term debt
    
    
    226,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    226,000Members equity
    
    
    316,310
    
    
    
    181,014
    
    
    
    102,488
    
    
    
    (283,502
    )
    
    
    316,310Total liabilities and members equity
    
    $
    794,710
    
    
    $
    227,963
    
    
    $
    165,366
    
    
    $
    (343,827
    )
    
    $
    844,212
  9




---



##### Table of Contents



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




---



##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    588,866
    
    
    $
    168,697
    
    
    $
    249,529
    
    
    $
    (148,724
    )
    
    $
    858,368Cost of sales
    
    
    443,729
    
    
    
    163,957
    
    
    
    189,215
    
    
    
    (148,724
    )
    
    
    648,177Gross profit
    
    
    145,137
    
    
    
    4,740
    
    
    
    60,314
    
    
    
    
    
    
    
    210,191Selling, general and administrative expense
    
    
    119,206
    
    
    
    8,079
    
    
    
    31,603
    
    
    
    
    
    
    
    158,888Manufacturing restructuring costs
    
    
    1,136
    
    
    
    
    
    
    
    647
    
    
    
    
    
    
    
    1,783Income (loss) from operations
    
    
    24,795
    
    
    
    (3,339
    )
    
    
    28,064
    
    
    
    
    
    
    
    49,520Interest expense (income), net
    
    
    17,185
    
    
    
    (12
    )
    
    
    203
    
    
    
    
    
    
    
    17,376Foreign currency loss
    
    
    
    
    
    
    
    
    
    
    328
    
    
    
    
    
    
    
    328Income (loss) before income taxes
    
    
    7,610
    
    
    
    (3,327
    )
    
    
    27,533
    
    
    
    
    
    
    
    31,816Income taxes
    
    
    1,778
    
    
    
    2,007
    
    
    
    8,253
    
    
    
    
    
    
    
    12,038Income (loss) before equity income from
subsidiaries
    
    
    5,832
    
    
    
    (5,334
    )
    
    
    19,280
    
    
    
    
    
    
    
    19,778Equity income from subsidiaries
    
    
    13,946
    
    
    
    19,280
    
    
    
    
    
    
    
    (33,226
    )
    
    
    Net income
    
    $
    19,778
    
    
    $
    13,946
    
    
    $
    19,280
    
    
    $
    (33,226
    )
    
    $
    19,778
  11




---



##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    ConsolidatedNet cash provided by (used in) operating activities
    
    $
    8,877
    
    
    $
    (4,573
    )
    
    $
    4,703
    
    
    $
    9,007Investing ActivitiesAdditions to property, plant and equipment
    
    
    (5,747
    )
    
    
    (115
    )
    
    
    (3,912
    )
    
    
    (9,774
    )Proceeds from sale of assets
    
    
    20
    
    
    
    5
    
    
    
    
    
    
    
    25Net cash used in investing activities
    
    
    (5,727
    )
    
    
    (110
    )
    
    
    (3,912
    )
    
    
    (9,749
    )Financing ActivitiesDividends
    
    
    (8,311
    )
    
    
    
    
    
    
    
    
    
    
    (8,311
    )Intercompany transactions
    
    
    4,605
    
    
    
    4,601
    
    
    
    (9,206
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    (3,706
    )
    
    
    4,601
    
    
    
    (9,206
    )
    
    
    (8,311
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (581
    )
    
    
    (581
    )Net decrease in cash
    
    
    (556
    )
    
    
    (82
    )
    
    
    (8,996
    )
    
    
    (9,634
    )Cash at beginning of period
    
    
    6,407
    
    
    
    371
    
    
    
    14,825
    
    
    
    21,603Cash at end of period
    
    $
    5,851
    
    
    $
    289
    
    
    $
    5,829
    
    
    $
    11,969
  12




---



##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    6,407
    
    
    $
    371
    
    
    $
    14,825
    
    
    $
    
    
    
    $
    21,603Accounts receivable, net
    
    
    92,314
    
    
    
    17,999
    
    
    
    28,340
    
    
    
    
    
    
    
    138,653Intercompany receivables
    
    
    
    
    
    
    33,341
    
    
    
    21,052
    
    
    
    (54,393
    )
    
    
    Inventories
    
    
    85,876
    
    
    
    14,083
    
    
    
    37,056
    
    
    
    
    
    
    
    137,015Deferred income taxes
    
    
    6,886
    
    
    
    2,674
    
    
    
    423
    
    
    
    
    
    
    
    9,983Income taxes receivable
    
    
    
    
    
    
    3,375
    
    
    
    
    
    
    
    (3,375
    )
    
    
    Other current assets
    
    
    8,683
    
    
    
    878
    
    
    
    2,125
    
    
    
    
    
    
    
    11,686Total current assets
    
    
    200,166
    
    
    
    72,721
    
    
    
    103,821
    
    
    
    (57,768
    )
    
    
    318,940Property, plant and equipment, net
    
    
    92,920
    
    
    
    3,592
    
    
    
    37,019
    
    
    
    
    
    
    
    133,531Goodwill
    
    
    194,814
    
    
    
    36,399
    
    
    
    
    
    
    
    
    
    
    
    231,213Other intangible assets, net
    
    
    91,098
    
    
    
    10,559
    
    
    
    767
    
    
    
    
    
    
    
    102,424Investment in subsidiaries
    
    
    170,682
    
    
    
    86,692
    
    
    
    
    
    
    
    (257,374
    )
    
    
    Other assets
    
    
    7,831
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,831Total assets
    
    $
    757,511
    
    
    $
    209,963
    
    
    $
    141,607
    
    
    $
    (315,142
    )
    
    $
    793,939Liabilities And Members EquityCurrent liabilities:Accounts payable
    
    $
    42,268
    
    
    $
    9,981
    
    
    $
    27,833
    
    
    $
    
    
    
    $
    80,082Intercompany payables
    
    
    54,393
    
    
    
    
    
    
    
    
    
    
    
    (54,393
    )
    
    
    Payable to parent
    
    
    5,029
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,029Accrued liabilities
    
    
    43,299
    
    
    
    11,476
    
    
    
    9,843
    
    
    
    
    
    
    
    64,618Income taxes payable
    
    
    13,573
    
    
    
    
    
    
    
    1,463
    
    
    
    (3,375
    )
    
    
    11,661Total current liabilities
    
    
    158,562
    
    
    
    21,457
    
    
    
    39,139
    
    
    
    (57,768
    )
    
    
    161,390Deferred income taxes
    
    
    44,126
    
    
    
    4,316
    
    
    
    2,395
    
    
    
    
    
    
    
    50,837Other liabilities
    
    
    20,726
    
    
    
    13,508
    
    
    
    13,381
    
    
    
    
    
    
    
    47,615Long-term debt
    
    
    226,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    226,000Members equity
    
    
    308,097
    
    
    
    170,682
    
    
    
    86,692
    
    
    
    (257,374
    )
    
    
    308,097Total liabilities and members equity
    
    $
    757,511
    
    
    $
    209,963
    
    
    $
    141,607
    
    
    $
    (315,142
    )
    
    $
    793,939
  13




---



##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    239,182
    
    
    $
    63,726
    
    
    $
    98,005
    
    
    $
    (51,310
    )
    
    $
    349,603Cost of sales
    
    
    175,169
    
    
    
    60,818
    
    
    
    73,369
    
    
    
    (51,310
    )
    
    
    258,046Gross profit
    
    
    64,013
    
    
    
    2,908
    
    
    
    24,636
    
    
    
    
    
    
    
    91,557Selling, general and administrative expense
    
    
    39,441
    
    
    
    4,612
    
    
    
    9,075
    
    
    
    
    
    
    
    53,128Income (loss) from operations
    
    
    24,572
    
    
    
    (1,704
    )
    
    
    15,561
    
    
    
    
    
    
    
    38,429Interest expense (income), net
    
    
    7,286
    
    
    
    (18
    )
    
    
    38
    
    
    
    
    
    
    
    7,306Foreign currency gain
    
    
    
    
    
    
    
    
    
    
    (116
    )
    
    
    
    
    
    
    (116
    )Income (loss) before income taxes
    
    
    17,286
    
    
    
    (1,686
    )
    
    
    15,639
    
    
    
    
    
    
    
    31,239Income taxes
    
    
    6,868
    
    
    
    1,623
    
    
    
    5,349
    
    
    
    
    
    
    
    13,840Income (loss) before equity income from
subsidiaries
    
    
    10,418
    
    
    
    (3,309
    )
    
    
    10,290
    
    
    
    
    
    
    
    17,399Equity income from subsidiaries
    
    
    6,981
    
    
    
    10,290
    
    
    
    
    
    
    
    (17,271
    )
    
    
    Net income
    
    $
    17,399
    
    
    $
    6,981
    
    
    $
    10,290
    
    
    $
    (17,271
    )
    
    $
    17,399
  14




---



##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    629,913
    
    
    $
    168,436
    
    
    $
    239,016
    
    
    $
    (131,647
    )
    
    $
    905,718Cost of sales
    
    
    465,461
    
    
    
    160,686
    
    
    
    180,879
    
    
    
    (131,647
    )
    
    
    675,379Gross profit
    
    
    164,452
    
    
    
    7,750
    
    
    
    58,137
    
    
    
    
    
    
    
    230,339Selling, general and administrative expense
    
    
    116,953
    
    
    
    13,583
    
    
    
    24,936
    
    
    
    
    
    
    
    155,472Income (loss) from operations
    
    
    47,499
    
    
    
    (5,833
    )
    
    
    33,201
    
    
    
    
    
    
    
    74,867Interest expense (income), net
    
    
    21,318
    
    
    
    (50
    )
    
    
    347
    
    
    
    
    
    
    
    21,615Foreign currency gain
    
    
    
    
    
    
    
    
    
    
    (216
    )
    
    
    
    
    
    
    (216
    )Income (loss) before income taxes
    
    
    26,181
    
    
    
    (5,783
    )
    
    
    33,070
    
    
    
    
    
    
    
    53,468Income taxes
    
    
    10,205
    
    
    
    2,173
    
    
    
    11,310
    
    
    
    
    
    
    
    23,688Income (loss) before equity income from
subsidiaries
    
    
    15,976
    
    
    
    (7,956
    )
    
    
    21,760
    
    
    
    
    
    
    
    29,780Equity income from subsidiaries
    
    
    13,804
    
    
    
    21,760
    
    
    
    
    
    
    
    (35,564
    )
    
    
    Net income
    
    $
    29,780
    
    
    $
    13,804
    
    
    $
    21,760
    
    
    $
    (35,564
    )
    
    $
    29,780
  15




---



##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    ConsolidatedNet cash provided by (used in) operating activities
    
    $
    27,968
    
    
    $
    (7,255
    )
    
    $
    22,378
    
    
    $
    43,091Investing ActivitiesAdditions to property, plant and equipment
    
    
    (5,146
    )
    
    
    (879
    )
    
    
    (1,272
    )
    
    
    (7,297
    )Acquisition of supply center
    
    
    (801
    )
    
    
    
    
    
    
    
    
    
    
    (801
    )Net cash used in investing activities
    
    
    (5,947
    )
    
    
    (879
    )
    
    
    (1,272
    )
    
    
    (8,098
    )Financing ActivitiesRepayments of term loan
    
    
    (29,000
    )
    
    
    
    
    
    
    
    
    
    
    (29,000
    )Dividends
    
    
    (8,018
    )
    
    
    
    
    
    
    
    
    
    
    (8,018
    )Intercompany transactions
    
    
    13,398
    
    
    
    7,215
    
    
    
    (20,613
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    (23,620
    )
    
    
    7,215
    
    
    
    (20,613
    )
    
    
    (37,018
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    619
    
    
    
    619Net increase (decrease) in cash
    
    
    (1,599
    )
    
    
    (919
    )
    
    
    1,112
    
    
    
    (1,406
    )Cash at beginning of period
    
    
    10,014
    
    
    
    1,692
    
    
    
    3,309
    
    
    
    15,015Cash at end of period
    
    $
    8,415
    
    
    $
    773
    
    
    $
    4,421
    
    
    $
    13,609
 Note 12  Subsequent Event
     16




---



##### Table of Contents



17




---



##### Table of Contents



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




---



##### Table of Contents



Results of Operations
  Quarter
    
    
    Quarter
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    342,678
    
    
    $
    349,603
    
    
    $
    858,368
    
    
    $
    905,718Cost of sales
    
    
    256,092
    
    
    
    258,046
    
    
    
    648,177
    
    
    
    675,379Gross profit
    
    
    86,586
    
    
    
    91,557
    
    
    
    210,191
    
    
    
    230,339Selling, general and administrative expense
    
    
    55,898
    
    
    
    53,128
    
    
    
    158,888
    
    
    
    155,472Manufacturing restructuring costs
    
    
    
    
    
    
    
    
    
    
    1,783
    
    
    
    Income from operations
    
    
    30,688
    
    
    
    38,429
    
    
    
    49,520
    
    
    
    74,867Interest expense, net
    
    
    17,311
    
    
    
    17,836
    
    
    
    51,707
    
    
    
    52,469Foreign currency (gain) loss
    
    
    238
    
    
    
    (116
    )
    
    
    328
    
    
    
    (216
    )Income (loss) before income taxes
    
    
    13,139
    
    
    
    20,709
    
    
    
    (2,515
    )
    
    
    22,614Income taxes (benefit)
    
    
    14,210
    
    
    
    12,292
    
    
    
    (896
    )
    
    
    13,491Net income (loss)
    
    $
    (1,071
    )
    
    $
    8,417
    
    
    $
    (1,619
    )
    
    $
    9,123Other Data:EBITDA (a)
    
    $
    36,171
    
    
    $
    44,024
    
    
    $
    66,311
    
    
    $
    91,454Adjusted EBITDA (a)
    
    
    36,534
    
    
    
    44,033
    
    
    
    71,460
    
    
    
    93,480
  Quarter
    
    
    Quarter
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Vinyl windows
    
    $
    108,551
    
    
    $
    113,831
    
    
    $
    282,174
    
    
    $
    301,604Vinyl siding products
    
    
    82,044
    
    
    
    85,942
    
    
    
    196,493
    
    
    
    220,990Metal products
    
    
    65,723
    
    
    
    66,682
    
    
    
    166,856
    
    
    
    171,523Third party manufactured products
    
    
    65,366
    
    
    
    61,275
    
    
    
    156,486
    
    
    
    152,914Other products and services
    
    
    20,994
    
    
    
    21,873
    
    
    
    56,359
    
    
    
    58,687$
    342,678
    
    
    $
    349,603
    
    
    $
    858,368
    
    
    $
    905,718
  19




---



##### Table of Contents



(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. 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 alternatives to, or more
meaningful than, net income (loss) (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): Quarter
    
    
    Quarter
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income (loss)
    
    $
    (1,071
    )
    
    $
    8,417
    
    
    $
    (1,619
    )
    
    $
    9,123Interest expense, net
    
    
    17,311
    
    
    
    17,836
    
    
    
    51,707
    
    
    
    52,469Income taxes
    
    
    14,210
    
    
    
    12,292
    
    
    
    (896
    )
    
    
    13,491Depreciation and amortization
    
    
    5,721
    
    
    
    5,479
    
    
    
    17,119
    
    
    
    16,371EBITDA
    
    
    36,171
    
    
    
    44,024
    
    
    
    66,311
    
    
    
    91,454Foreign currency (gain) loss
    
    
    238
    
    
    
    (116
    )
    
    
    328
    
    
    
    (216
    )Separation costs (b)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    699Amortization of management fee (c)
    
    
    125
    
    
    
    125
    
    
    
    375
    
    
    
    375Transaction costs (d)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,168Manufacturing restructuring costs (e)
    
    
    
    
    
    
    
    
    
    
    2,642
    
    
    
    Loss upon disposal of assets other than by sale (f)
    
    
    
    
    
    
    
    
    
    
    1,804
    
    
    
    Adjusted EBITDA
    
    $
    36,534
    
    
    $
    44,033
    
    
    $
    71,460
    
    
    $
    93,480
 (b)
    
    Represents separation costs, including payroll taxes, related to the resignation of Mr.
Deighton, former Chief Operating Officer of the Company.(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)
    
    Represents legal and accounting fees incurred in connection with an unsuccessful bid for an
acquisition target.(e)
    
    During 2008, the Company committed to a plan to discontinue use of its warehouse facility
adjacent to its Ennis, Texas vinyl manufacturing facility and began using a distribution
center located in Ashtabula, Ohio. In addition, the Company committed to relocating certain
vinyl siding production from Ennis, Texas to its vinyl manufacturing facilities in West
Salem, Ohio and Burlington, Ontario. For the nine months ended September 27, 2008, the
amount represents asset impairment costs, inventory markdown costs, and costs incurred to
relocate manufacturing equipment. Inventory markdown costs of $0.9 million are included in
cost of sales in the statement of operations.(f)
    
    As part of the Companys ongoing efforts to improve its internal controls, the Company
enhanced its controls surrounding the physical verification of property, plant and equipment
during the second quarter of 2008. The amount recorded represents the loss upon disposal of
assets other than by sale as a result of executing these enhanced controls. Quarter Ended September 27, 2008 Compared to Quarter Ended September 29, 2007
   20




---



##### Table of Contents



Nine Months Ended September 27, 2008 Compared to Nine Months Ended September 29, 2007
     21




---



##### Table of Contents



Recent Accounting Pronouncements
     22




---



##### Table of Contents



Liquidity and Capital Resources
  Nine Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 27,
    
    
    September 29,2008
    
    
    2007Cash provided by operating activities
    
    $
    9,007
    
    
    $
    43,091Cash used in investing activities
    
    
    (9,749
    )
    
    
    (8,098
    )Cash used in financing activities
    
    
    (8,311
    )
    
    
    (37,018
    )
 Cash Flows
  Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
   23




---



##### Table of Contents



Description of the Companys Outstanding Indebtedness
        24




---



##### Table of Contents



Effects of Inflation
  Subsequent Event
    25




---



##### 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 its credit
facility and indenture governing its
indebtedness;
  26




---



##### Table of Contents




    
    the Companys ability to receive distributions, payments or loans from its
subsidiaries or make distributions, payments or loans to its parent 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 29, 2007 and elsewhere in this report.
   27




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk
   Foreign Currency Exchange Risk
  Commodity Price Risk
   28




---



##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 Item 6. Exhibits
 a) 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.  29




---



##### Table of Contents



SIGNATURES
  AMH HOLDINGS, LLC(Registrant)Date:  November 12, 2008
    By:
    /s/ Thomas N. ChieffeThomas N. ChieffePresident and Chief Executive Officer
(Principal Executive Officer)Date: November 12, 2008
    By:
    /s/ Cynthia L. SobeCynthia L. SobeVice President  Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)  30




---



##### Table of Contents



EXHIBIT INDEX
 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.  31