##### 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 4, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 333-115543
 AMH Holdings, LLC
  Delaware
    
    16-1693178(State or Other Jurisdiction of Incorporation 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
 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




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##### 



AMH HOLDINGS, LLC
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets 
April 4, 2009 (Unaudited) and January 3, 2009
    
    
    1Consolidated Statements of Operations (Unaudited)
Quarters ended April 4, 2009 and March 29, 2008
    
    
    2Consolidated Statements of Cash Flows (Unaudited)
Quarters ended April 4, 2009 and March 29, 2008
    
    
    3Notes to Consolidated Financial Statements (Unaudited)
    
    
    4Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    22PART II. OTHER INFORMATIONItem 6. Exhibits
    
    
    23SIGNATURES
    
    
    24Exhibit 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
 
   (Unaudited)April 4,
    
    
    January 3,2009
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    6,375
    
    
    $
    6,709Accounts receivable, net
    
    
    107,758
    
    
    
    116,878Inventories
    
    
    132,452
    
    
    
    141,170Deferred income taxes
    
    
    12,183
    
    
    
    12,183Income taxes receivable
    
    
    6,414
    
    
    
    Prepaid expenses
    
    
    9,458
    
    
    
    10,486Total current assets
    
    
    274,640
    
    
    
    287,426Property, plant and equipment, net
    
    
    111,432
    
    
    
    115,156Goodwill
    
    
    231,365
    
    
    
    231,358Other intangible assets, net
    
    
    98,364
    
    
    
    99,131Other assets
    
    
    17,121
    
    
    
    17,650Total assets
    
    $
    732,922
    
    
    $
    750,721Liabilities and Members EquityCurrent liabilities:Accounts payable
    
    $
    72,765
    
    
    $
    54,520Payable to parent
    
    
    10,526
    
    
    
    10,526Accrued liabilities
    
    
    52,250
    
    
    
    54,449Income taxes payable
    
    
    
    
    
    
    6,578Total current liabilities
    
    
    135,541
    
    
    
    126,073Deferred income taxes
    
    
    53,655
    
    
    
    45,346Other liabilities
    
    
    53,477
    
    
    
    53,655Long-term debt
    
    
    663,500
    
    
    
    659,095Members equity
    
    
    (173,251
    )
    
    
    (133,448
    )Total liabilities and members equity
    
    $
    732,922
    
    
    $
    750,721
   1




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AMH HOLDINGS, LLC
 
    Quarters EndedApril 4,
    
    
    March 29,2009
    
    
    2008Net sales
    
    $
    172,332
    
    
    $
    200,878Cost of sales
    
    
    142,079
    
    
    
    156,265Gross profit
    
    
    30,253
    
    
    
    44,613Selling, general and administrative expense
    
    
    48,498
    
    
    
    50,128Manufacturing restructuring costs
    
    
    
    
    
    
    845Loss from operations
    
    
    (18,245
    )
    
    
    (6,360
    )Interest expense, net
    
    
    17,686
    
    
    
    16,974Foreign currency loss
    
    
    52
    
    
    
    78Loss before income taxes
    
    
    (35,983
    )
    
    
    (23,412
    )Income tax benefit
    
    
    (995
    )
    
    
    (8,638
    )Net loss
    
    $
    (34,988
    )
    
    $
    (14,774
    )
   2




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##### Table of Contents



AMH HOLDINGS, LLC
 
    Quarters EndedApril 4,
    
    
    March 29,2009
    
    
    2008Operating ActivitiesNet loss
    
    $
    (34,988
    )
    
    $
    (14,774
    )Adjustments
to reconcile net loss to net cash provided by (used in)
operating activities:Depreciation and amortization
    
    
    5,441
    
    
    
    5,653Amortization of deferred financing costs
    
    
    8,679
    
    
    
    11,631Amortization of management fee
    
    
    125
    
    
    
    125Deferred income taxes
    
    
    8,174
    
    
    
    (4,086
    )Non-cash portion of manufacturing restructuring costs
    
    
    
    
    
    
    718Loss on sale of assets
    
    
    9
    
    
    
    44Changes in operating assets and liabilities:Accounts receivable, net
    
    
    9,012
    
    
    
    16,008Inventories
    
    
    8,248
    
    
    
    (19,114
    )Accounts payable and accrued liabilities
    
    
    15,450
    
    
    
    (20,166
    )Income taxes
    
    
    (12,965
    )
    
    
    (13,843
    )Other
    
    
    1,770
    
    
    
    (56
    )Net cash provided by (used in) operating activities
    
    
    8,955
    
    
    
    (37,860
    )Investing ActivitiesAdditions to property, plant and equipment
    
    
    (1,348
    )
    
    
    (4,248
    )Proceeds from sale of assets
    
    
    
    
    
    
    22Net cash used in investing activities
    
    
    (1,348
    )
    
    
    (4,226
    )Financing ActivitiesNet repayments under ABL Facility
    
    
    (3,500
    )
    
    
    Net increase in revolving line of credit
    
    
    
    
    
    
    29,368Financing costs
    
    
    (131
    )
    
    
    Dividends
    
    
    (4,269
    )
    
    
    (4,118
    )Net cash provided by (used in) financing activities
    
    
    (7,900
    )
    
    
    25,250Effect of exchange rate changes on cash
    
    
    (41
    )
    
    
    (433
    )Net decrease in cash
    
    
    (334
    )
    
    
    (17,269
    )Cash at beginning of period
    
    
    6,709
    
    
    
    21,603Cash at end of period
    
    $
    6,375
    
    
    $
    4,334Supplemental information:Cash paid for interest
    
    $
    668
    
    
    $
    1,219Cash paid for income taxes
    
    $
    3,795
    
    
    $
    9,290
   3




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AMH HOLDINGS, LLC
 
    Note 1  Basis of Presentation
     Recent Accounting Pronouncements
  Note 2  Inventories
  April 4,
    
    
    January 3,2009
    
    
    2009Raw materials
    
    $
    26,624
    
    
    $
    25,779Work-in-process
    
    
    10,377
    
    
    
    17,316Finished goods and purchased stock
    
    
    95,451
    
    
    
    98,075$
    132,452
    
    
    $
    141,170
  4




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Note 3  Goodwill and Other Intangible Assets
  AverageAmortization
    
    
    April 4, 2009
    
    
    January 3, 2009Period
    
    
    
    
    
    
    Accumulated
    
    
    Net Carrying
    
    
    
    
    
    
    Accumulated
    
    
    Net Carrying(In Years)
    
    
    Cost
    
    
    Amortization
    
    
    Value
    
    
    Cost
    
    
    Amortization
    
    
    ValueTrademarks and trade
names
    
    
    15
    
    
    $
    108,080
    
    
    $
    12,661
    
    
    $
    95,419
    
    
    $
    108,080
    
    
    $
    12,187
    
    
    $
    95,893Patents
    
    
    10
    
    
    
    6,230
    
    
    
    4,316
    
    
    
    1,914
    
    
    
    6,230
    
    
    
    4,160
    
    
    
    2,070Customer base and other
    
    
    7
    
    
    
    4,813
    
    
    
    3,782
    
    
    
    1,031
    
    
    
    4,836
    
    
    
    3,668
    
    
    
    1,168Total other intangible
assets
    
    
    
    
    
    $
    119,123
    
    
    $
    20,759
    
    
    $
    98,364
    
    
    $
    119,146
    
    
    $
    20,015
    
    
    $
    99,131
 ® ® ®
 Note 4  Long-Term Debt
  April 4,
    
    
    January 3,2009
    
    
    20099 3/4% notes
    
    $
    165,000
    
    
    $
    165,00011 1/4% notes
    
    
    446,000
    
    
    
    438,095Borrowings under the ABL Facility
    
    
    52,500
    
    
    
    56,000Total long-term debt
    
    $
    663,500
    
    
    $
    659,095
      5




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##### Table of Contents



Note 5  Comprehensive Loss
  Quarters EndedApril 4,
    
    
    March 29,2009
    
    
    2008Net loss as reported
    
    $
    (34,988
    )
    
    $
    (14,774
    )Reclassification adjustments for
actuarial gains or losses and prior
service costs, net of tax
    
    
    257
    
    
    
    96Foreign currency translation adjustments
    
    
    (802
    )
    
    
    (2,799
    )Comprehensive loss
    
    $
    (35,533
    )
    
    $
    (17,477
    )
  6




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##### Table of Contents



Note 6  Retirement Plans
  Quarters EndedApril 4,
    
    
    March 29,2009
    
    
    2008Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansNet periodic pension costService cost
    
    $
    146
    
    
    $
    324
    
    
    $
    134
    
    
    $
    549Interest cost
    
    
    783
    
    
    
    722
    
    
    
    747
    
    
    
    796Expected return on assets
    
    
    (674
    )
    
    
    (612
    )
    
    
    (875
    )
    
    
    (931
    )Amortization of prior service costs
    
    
    8
    
    
    
    7
    
    
    
    7
    
    
    
    8Amortization of unrecognized net loss
    
    
    375
    
    
    
    13
    
    
    
    150
    
    
    
    26Net periodic pension cost
    
    $
    638
    
    
    $
    454
    
    
    $
    163
    
    
    $
    448
   Note 7  Business Segments
  Quarters EndedApril 4,
    
    
    March 29,2009
    
    
    2008Vinyl windows
    
    $
    61,057
    
    
    $
    69,688Vinyl siding products
    
    
    35,588
    
    
    
    44,134Metal products
    
    
    28,983
    
    
    
    39,344Third party manufactured products
    
    
    32,716
    
    
    
    32,933Other products and services
    
    
    13,988
    
    
    
    14,779$
    172,332
    
    
    $
    200,878
  7




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Note 8  Product Warranty Costs and Service Returns
   Quarters EndedApril 4,
    
    
    March 29,2009
    
    
    2008Balance at the beginning of the period
    
    $
    29,425
    
    
    $
    28,684Provision for warranties issued
    
    
    2,098
    
    
    
    1,801Claims paid
    
    
    (1,493
    )
    
    
    (1,428
    )Foreign currency translation
    
    
    54
    
    
    
    189Balance at the end of the period
    
    $
    30,084
    
    
    $
    29,246
 Note 9  Manufacturing Restructuring Costs
  Note 10  Subsidiary Guarantors
   8




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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    3,799
    
    
    $
    119
    
    
    $
    2,457
    
    
    $
    
    
    
    $
    6,375Accounts receivable, net
    
    
    76,797
    
    
    
    7,921
    
    
    
    23,040
    
    
    
    
    
    
    
    107,758Intercompany receivables
    
    
    
    
    
    
    65,723
    
    
    
    4,154
    
    
    
    (69,877
    )
    
    
    Inventories
    
    
    95,899
    
    
    
    6,168
    
    
    
    30,385
    
    
    
    
    
    
    
    132,452Deferred income taxes
    
    
    9,196
    
    
    
    2,482
    
    
    
    505
    
    
    
    
    
    
    
    12,183Income taxes receivable
    
    
    2,618
    
    
    
    
    
    
    
    4,074
    
    
    
    (682
    )
    
    
    6,010Prepaid expenses
    
    
    6,917
    
    
    
    1,134
    
    
    
    1,407
    
    
    
    
    
    
    
    9,458Total current assets
    
    
    195,226
    
    
    
    83,547
    
    
    
    66,022
    
    
    
    (70,559
    )
    
    
    274,236Property, plant and equipment, net
    
    
    78,357
    
    
    
    2,435
    
    
    
    30,640
    
    
    
    
    
    
    
    111,432Goodwill
    
    
    194,814
    
    
    
    36,551
    
    
    
    
    
    
    
    
    
    
    
    231,365Other intangible assets, net
    
    
    88,261
    
    
    
    9,844
    
    
    
    259
    
    
    
    
    
    
    
    98,364Investment in subsidiaries
    
    
    164,576
    
    
    
    62,609
    
    
    
    
    
    
    
    (227,185
    )
    
    
    Other assets
    
    
    10,053
    
    
    
    
    
    
    
    1,899
    
    
    
    
    
    
    
    11,952Total assets
    
    $
    731,287
    
    
    $
    194,986
    
    
    $
    98,820
    
    
    $
    (297,744
    )
    
    $
    727,349Liabilities And Members EquityCurrent liabilities:Accounts payable
    
    $
    48,186
    
    
    $
    5,605
    
    
    $
    18,974
    
    
    $
    
    
    
    $
    72,765Intercompany payables
    
    
    69,877
    
    
    
    
    
    
    
    
    
    
    
    (69,877
    )
    
    
    Payable to parent
    
    
    9,326
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,326Accrued liabilities
    
    
    35,431
    
    
    
    5,046
    
    
    
    7,592
    
    
    
    
    
    
    
    48,069Income taxes payable
    
    
    
    
    
    
    682
    
    
    
    
    
    
    
    (682
    )
    
    
    Total current liabilities
    
    
    162,820
    
    
    
    11,333
    
    
    
    26,566
    
    
    
    (70,559
    )
    
    
    130,160Deferred income taxes
    
    
    40,847
    
    
    
    3,499
    
    
    
    2,215
    
    
    
    
    
    
    
    46,561Other liabilities
    
    
    30,469
    
    
    
    15,578
    
    
    
    7,430
    
    
    
    
    
    
    
    53,477Long-term debt
    
    
    217,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    217,500Members equity
    
    
    279,651
    
    
    
    164,576
    
    
    
    62,609
    
    
    
    (227,185
    )
    
    
    279,651Total liabilities and members equity
    
    $
    731,287
    
    
    $
    194,986
    
    
    $
    98,820
    
    
    $
    (297,744
    )
    
    $
    727,349
  9




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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    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 (loss)
    
    
    26,362
    
    
    
    (1,335
    )
    
    
    5,226
    
    
    
    
    
    
    
    30,253Selling, general and
administrative expense
    
    
    39,251
    
    
    
    1,188
    
    
    
    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 tax 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
    )
 ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    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 provided by (used in) investing activities
    
    
    (1,512
    )
    
    
    377
    
    
    
    (213
    )
    
    
    (1,348
    )Financing ActivitiesNet repayments under ABL Facility
    
    
    (3,500
    )
    
    
    
    
    
    
    
    
    
    
    (3,500
    )Financing costs
    
    
    (95
    )
    
    
    
    
    
    
    (36
    )
    
    
    (131
    )Dividends
    
    
    (4,269
    )
    
    
    
    
    
    
    
    
    
    
    (4,269
    )Intercompany transactions
    
    
    4,712
    
    
    
    (8,303
    )
    
    
    3,591
    
    
    
    Net cash provided by (used in) financing activities
    
    
    (3,152
    )
    
    
    (8,303
    )
    
    
    3,555
    
    
    
    (7,900
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (41
    )
    
    
    (41
    )Net increase (decrease) in cash
    
    
    (1,165
    )
    
    
    22
    
    
    
    809
    
    
    
    (334
    )Cash at beginning of period
    
    
    4,964
    
    
    
    97
    
    
    
    1,648
    
    
    
    6,709Cash at end of period
    
    $
    3,799
    
    
    $
    119
    
    
    $
    2,457
    
    
    $
    6,375
  10




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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    4,964
    
    
    $
    97
    
    
    $
    1,648
    
    
    $
    
    
    
    $
    6,709Accounts receivable, net
    
    
    82,479
    
    
    
    13,251
    
    
    
    21,148
    
    
    
    
    
    
    
    116,878Intercompany receivables
    
    
    
    
    
    
    57,426
    
    
    
    7,742
    
    
    
    (65,168
    )
    
    
    Inventories
    
    
    92,802
    
    
    
    14,892
    
    
    
    33,476
    
    
    
    
    
    
    
    141,170Income taxes receivable
    
    
    
    
    
    
    
    
    
    
    1,057
    
    
    
    (1,057
    )
    
    
    Deferred income taxes
    
    
    9,196
    
    
    
    2,482
    
    
    
    505
    
    
    
    
    
    
    
    12,183Prepaid expenses
    
    
    7,887
    
    
    
    1,194
    
    
    
    1,405
    
    
    
    
    
    
    
    10,486Total current assets
    
    
    197,328
    
    
    
    89,342
    
    
    
    66,981
    
    
    
    (66,225
    )
    
    
    287,426Property, plant and equipment, net
    
    
    80,567
    
    
    
    2,975
    
    
    
    31,614
    
    
    
    
    
    
    
    115,156Goodwill
    
    
    194,814
    
    
    
    36,544
    
    
    
    
    
    
    
    
    
    
    
    231,358Other intangible assets, net
    
    
    88,828
    
    
    
    9,970
    
    
    
    333
    
    
    
    
    
    
    
    99,131Investment in subsidiaries
    
    
    169,112
    
    
    
    65,508
    
    
    
    
    
    
    
    (234,620
    )
    
    
    Other assets
    
    
    10,448
    
    
    
    19
    
    
    
    1,751
    
    
    
    
    
    
    
    12,218Total assets
    
    $
    741,097
    
    
    $
    204,358
    
    
    $
    100,679
    
    
    $
    (300,845
    )
    
    $
    745,289Liabilities And Members EquityCurrent liabilities:Accounts payable
    
    $
    32,150
    
    
    $
    5,191
    
    
    $
    17,179
    
    
    $
    
    
    
    $
    54,520Intercompany payables
    
    
    65,168
    
    
    
    
    
    
    
    
    
    
    
    (65,168
    )
    
    
    Payable to parent
    
    
    9,326
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,326Accrued liabilities
    
    
    37,030
    
    
    
    9,252
    
    
    
    8,167
    
    
    
    
    
    
    
    54,449Income taxes payable
    
    
    6,494
    
    
    
    1,545
    
    
    
    
    
    
    
    (1,057
    )
    
    
    6,982Total current liabilities
    
    
    150,168
    
    
    
    15,988
    
    
    
    25,346
    
    
    
    (66,225
    )
    
    
    125,277Deferred income taxes
    
    
    40,710
    
    
    
    3,486
    
    
    
    2,231
    
    
    
    
    
    
    
    46,427Other liabilities
    
    
    30,289
    
    
    
    15,772
    
    
    
    7,594
    
    
    
    
    
    
    
    53,655Long-term debt
    
    
    221,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    221,000Members equity
    
    
    298,930
    
    
    
    169,112
    
    
    
    65,508
    
    
    
    (234,620
    )
    
    
    298,930Total liabilities and members equity
    
    $
    741,097
    
    
    $
    204,358
    
    
    $
    100,679
    
    
    $
    (300,845
    )
    
    $
    745,289
  11




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    139,884
    
    
    $
    43,819
    
    
    $
    54,331
    
    
    $
    (37,156
    )
    
    $
    200,878Cost of sales
    
    
    109,102
    
    
    
    42,362
    
    
    
    41,957
    
    
    
    (37,156
    )
    
    
    156,265Gross profit
    
    
    30,782
    
    
    
    1,457
    
    
    
    12,374
    
    
    
    
    
    
    
    44,613Selling, general and
administrative expense
    
    
    36,983
    
    
    
    4,129
    
    
    
    9,016
    
    
    
    
    
    
    
    50,128Manufacturing restructuring costs
    
    
    751
    
    
    
    
    
    
    
    94
    
    
    
    
    
    
    
    845Income (loss) from operations
    
    
    (6,952
    )
    
    
    (2,672
    )
    
    
    3,264
    
    
    
    
    
    
    
    (6,360
    )Interest expense (income), net
    
    
    5,835
    
    
    
    (7
    )
    
    
    39
    
    
    
    
    
    
    
    5,867Foreign currency loss
    
    
    
    
    
    
    
    
    
    
    78
    
    
    
    
    
    
    
    78Income (loss) before income taxes
    
    
    (12,787
    )
    
    
    (2,665
    )
    
    
    3,147
    
    
    
    
    
    
    
    (12,305
    )Income taxes (benefit)
    
    
    (4,756
    )
    
    
    (822
    )
    
    
    1,026
    
    
    
    
    
    
    
    (4,552
    )Income (loss) before equity
income from subsidiaries
    
    
    (8,031
    )
    
    
    (1,843
    )
    
    
    2,121
    
    
    
    
    
    
    
    (7,753
    )Equity income from subsidiaries
    
    
    278
    
    
    
    2,121
    
    
    
    
    
    
    
    (2,399
    )
    
    
    Net income (loss)
    
    $
    (7,753
    )
    
    $
    278
    
    
    $
    2,121
    
    
    $
    (2,399
    )
    
    $
    (7,753
    )
 ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    ConsolidatedNet cash used in operating activities
    
    $
    (21,456
    )
    
    $
    (366
    )
    
    $
    (16,038
    )
    
    $
    (37,860
    )Investing ActivitiesAdditions to property, plant and
equipment
    
    
    (2,364
    )
    
    
    (61
    )
    
    
    (1,823
    )
    
    
    (4,248
    )Proceeds from sale of assets
    
    
    18
    
    
    
    4
    
    
    
    
    
    
    
    22Net cash used in investing activities
    
    
    (2,346
    )
    
    
    (57
    )
    
    
    (1,823
    )
    
    
    (4,226
    )Financing ActivitiesNet increase in revolving line of credit
    
    
    27,200
    
    
    
    
    
    
    
    2,168
    
    
    
    29,368Dividends
    
    
    (4,118
    )
    
    
    
    
    
    
    
    
    
    
    (4,118
    )Intercompany transactions
    
    
    (2,379
    )
    
    
    698
    
    
    
    1,681
    
    
    
    Net cash provided by financing activities
    
    
    20,703
    
    
    
    698
    
    
    
    3,849
    
    
    
    25,250Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (433
    )
    
    
    (433
    )Net increase (decrease) in cash
    
    
    (3,099
    )
    
    
    275
    
    
    
    (14,445
    )
    
    
    (17,269
    )Cash at beginning of period
    
    
    6,407
    
    
    
    371
    
    
    
    14,825
    
    
    
    21,603Cash at end of period
    
    $
    3,308
    
    
    $
    646
    
    
    $
    380
    
    
    $
    4,334
  12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
 ® ® ®
     13




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##### Table of Contents



Results of Operations
  Quarters EndedApril 4,
    
    
    March 29,2009
    
    
    2008Net sales
    
    $
    172,332
    
    
    $
    200,878Cost of sales
    
    
    142,079
    
    
    
    156,265Gross profit
    
    
    30,253
    
    
    
    44,613Selling, general and administrative expense
    
    
    48,498
    
    
    
    50,128Manufacturing restructuring costs
    
    
    
    
    
    
    845Loss from operations
    
    
    (18,245
    )
    
    
    (6,360
    )Interest expense, net
    
    
    17,686
    
    
    
    16,974Foreign currency loss
    
    
    52
    
    
    
    78Loss before income taxes
    
    
    (35,983
    )
    
    
    (23,412
    )Income tax benefit
    
    
    (995
    )
    
    
    (8,638
    )Net loss
    
    $
    (34,998
    )
    
    $
    (14,774
    )Other Data:EBITDA (a)
    
    $
    (12,856
    )
    
    $
    (785
    )Adjusted EBITDA (a)
    
    
    (12,621
    )
    
    
    185
  14




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##### Table of Contents



Quarters EndedApril 4,
    
    
    March 29,2009
    
    
    2008Vinyl windows
    
    $
    61,057
    
    
    $
    69,688Vinyl siding products
    
    
    35,588
    
    
    
    44,134Metal products
    
    
    28,983
    
    
    
    39,344Third party manufactured products
    
    
    32,716
    
    
    
    32,933Other products and services
    
    
    13,988
    
    
    
    14,779$
    172,332
    
    
    $
    200,878
 (a)
    
    EBITDA is calculated as net income plus interest, taxes, depreciation and amortization.
Adjusted EBITDA excludes certain items. The Company considers adjusted EBITDA to be an
important indicator of its operational strength and performance of its business. The Company
has included adjusted EBITDA because it is a key financial measure used by management to (i)
assess the Companys ability to service its debt and / or incur debt and meet the Companys
capital expenditure requirements; (ii) internally measure the Companys operating
performance; and (iii) determine the Companys incentive compensation programs. In addition,
the Companys ABL Facility has certain covenants that apply ratios utilizing this measure of
adjusted EBITDA. EBITDA and adjusted EBITDA have not been prepared in accordance with U.S.
generally accepted accounting principles (GAAP). Adjusted EBITDA as presented by the
Company may not be comparable to similarly titled measures reported by other companies.
EBITDA and adjusted EBITDA are not measures determined in accordance with GAAP and should not
be considered as an alternative to, or more meaningful than, net income (as determined in
accordance with GAAP) as a measure of the Companys operating results or cash flows from
operations (as determined in accordance with GAAP) as a measure of the Companys liquidity.  Quarters EndedApril 4,
    
    
    March 29,2009
    
    
    2008Net loss
    
    $
    (34,988
    )
    
    $
    (14,774
    )Interest expense, net
    
    
    17,686
    
    
    
    16,974Income tax benefit
    
    
    (995
    )
    
    
    (8,638
    )Depreciation and amortization
    
    
    5,441
    
    
    
    5,653EBITDA
    
    
    (12,856
    )
    
    
    (785
    )Amortization of management fee (b)
    
    
    125
    
    
    
    125Manufacturing restructuring costs (c)
    
    
    
    
    
    
    845Bank audit fees (d)
    
    
    110
    
    
    
    Adjusted EBITDA (e)
    
    $
    (12,621
    )
    
    $
    185
 (b)
    
    Represents amortization of a prepaid management fee paid to Investcorp International Inc.
in connection with the December 2004 recapitalization transaction.(c)
    
    During the quarter ended March 29, 2008, the Company committed to, and subsequently
completed, relocating a portion of its vinyl siding production from Ennis, Texas to its vinyl
manufacturing facilities in West Salem, Ohio and Burlington, Ontario. In addition, during
2008, the Company transitioned the majority of distribution of its U.S. vinyl siding products
to a center located in Ashtabula, Ohio and committed to a plan to discontinue use of its
warehouse facility adjacent to its Ennis, Texas vinyl manufacturing facility. For the
quarter ended March 29, 2008, the amount represents asset impairment costs and costs incurred
to relocate manufacturing equipment.(d)
    
    Represents bank audit fees incurred under the Companys ABL Facility.(e)
    
    Prior year adjusted EBITDA amounts have been reclassified to conform to the current years
presentation, which, in conformity with the computation of adjusted EBITDA under the
Companys current credit facility, excludes any adjustment for foreign currency (gain) loss.  15




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##### Table of Contents



Quarter Ended April 4, 2009 Compared to Quarter Ended March 29, 2008
         Recent Accounting Pronouncements
   16




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##### Table of Contents



Liquidity and Capital Resources
  Quarters EndedApril 4,
    
    March 29,2009
    
    2008Cash provided by (used in) operating activities
    
    $
    8,955
    
    
    $
    (37,860
    )Cash used in investing activities
    
    
    (1,348
    )
    
    
    (4,226
    )Cash provided by (used in) financing activities
    
    
    (7,900
    )
    
    
    25,250
 Cash Flows
  Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
   17




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##### Table of Contents



Description of the Companys Outstanding Indebtedness
        9 3/4% 9 3/4% 9 3/4%
  18




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##### Table of Contents



19




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##### Table of Contents



Effects of Inflation
  Certain Forward-Looking Statements
  
    
    the Companys operations and results of operations;
    
    changes in home building and remodeling industries, economic conditions, interest
rates, foreign currency exchange rates and other conditions;
    
    changes in availability of consumer credit, employment trends, levels of consumer
confidence and spending, and consumer preferences;
  20




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##### Table of Contents




    
    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 ABL Facility
and indentures governing its 9 3/4% and 11 1/4% notes;
    
    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;
    
    the ability of the Company and its parent company to refinance indebtedness when
required;
    
    increases in competition from other manufacturers of vinyl and metal exterior
residential building products as well as alternative building products;
    
    shifts in market demand;
    
    increases in the Companys indebtedness;
    
    increases in costs of environmental compliance;
    
    increases in unanticipated warranty or product liability claims;
    
    increases in capital expenditure requirements;
    
    potential conflict between existing Alside and Gentek distribution channels; and
    
    the other factors discussed under Item 1A. Risk Factors as filed in the Companys
Annual Report on Form 10-K for the year ended January 3, 2009 and elsewhere in this
report.
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk
    21




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##### Table of Contents



Foreign Currency Exchange Risk
  Commodity Price Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
   22




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##### Table of Contents



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.  23




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##### Table of Contents



SIGNATURES
  AMH HOLDINGS, LLC
          (Registrant)Date:  May 19, 2009
    By:
    /s/ Thomas N. ChieffeThomas N. ChieffePresident and Chief Executive Officer
(Principal Executive Officer)Date:  May 19, 2009
    By:
    /s/ Cynthia L. SobeCynthia L. SobeVice President  Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)  24




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##### 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.