##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended July 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




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##### 



AMH HOLDINGS, LLC
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsUnaudited Condensed Consolidated Balance Sheets 
July 3, 2010 and January 2, 2010
    
    
    1Unaudited Condensed Consolidated Statements of Operations 
Quarters ended July 3, 2010 and July 4, 2009
Six months ended July 3, 2010 and July 4, 2009
    
    
    2Unaudited Condensed Consolidated Statements of Cash Flows 
Six months ended July 3, 2010 and July 4, 2009
    
    
    3Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 4. Controls and Procedures
    
    
    32PART II. OTHER INFORMATIONItem 6. Exhibits
    
    
    34SIGNATURES
    
    
    35Exhibit 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
 
 
 July 3,
    
    
    January 2,2010
    
    
    2010AssetsCurrent assets:Cash and cash equivalents
    
    $
    32,192
    
    
    $
    55,855Accounts receivable, net
    
    
    159,762
    
    
    
    114,355Inventories
    
    
    158,717
    
    
    
    115,394Deferred income taxes
    
    
    5,550
    
    
    
    3,341Prepaid expenses
    
    
    8,868
    
    
    
    8,945Total current assets
    
    
    365,089
    
    
    
    297,890Property, plant and equipment, net
    
    
    107,067
    
    
    
    109,037Goodwill
    
    
    231,271
    
    
    
    231,263Other intangible assets, net
    
    
    94,676
    
    
    
    96,081Receivable from parent
    
    
    27,646
    
    
    
    27,237Other assets
    
    
    22,160
    
    
    
    24,217Total assets
    
    $
    847,909
    
    
    $
    785,725Liabilities and Members Equity (Deficit)Current liabilities:Accounts payable
    
    $
    150,055
    
    
    $
    87,580Payable to parent
    
    
    9,789
    
    
    
    14,848Accrued liabilities
    
    
    71,266
    
    
    
    73,087Deferred income taxes
    
    
    
    
    
    
    2,312Income taxes payable
    
    
    580
    
    
    
    1,112Total current liabilities
    
    
    231,690
    
    
    
    178,939Deferred income taxes
    
    
    39,945
    
    
    
    34,977Other liabilities
    
    
    59,957
    
    
    
    61,326Long-term debt
    
    
    643,679
    
    
    
    638,552Members deficit
    
    
    (127,362
    )
    
    
    (128,069
    )Total liabilities and members deficit
    
    $
    847,909
    
    
    $
    785,725
   1




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##### Table of Contents



AMH HOLDINGS, LLC
 
 
 Quarters Ended
    
    
    Six Months EndedJuly 3,
    
    
    July 4,
    
    
    July 3,
    
    
    July 4,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    328,322
    
    
    $
    274,969
    
    
    $
    532,559
    
    
    $
    447,301Cost of sales
    
    
    236,464
    
    
    
    196,988
    
    
    
    392,262
    
    
    
    339,067Gross profit
    
    
    91,858
    
    
    
    77,981
    
    
    
    140,297
    
    
    
    108,234Selling, general and administrative expenses
    
    
    53,589
    
    
    
    51,297
    
    
    
    101,070
    
    
    
    99,795Gain on debt extinguishment
    
    
    
    
    
    
    8,897
    
    
    
    
    
    
    
    8,897Manufacturing restructuring costs
    
    
    
    
    
    
    5,255
    
    
    
    
    
    
    
    5,255Income from operations
    
    
    38,269
    
    
    
    30,326
    
    
    
    39,227
    
    
    
    12,081Interest expense, net
    
    
    18,718
    
    
    
    18,015
    
    
    
    37,335
    
    
    
    35,701Foreign currency loss (gain)
    
    
    70
    
    
    
    (274
    )
    
    
    (52
    )
    
    
    (222
    )Income (loss) before income taxes
    
    
    19,481
    
    
    
    12,585
    
    
    
    1,944
    
    
    
    (23,398
    )Income tax (benefit) provision
    
    
    (300
    )
    
    
    3,249
    
    
    
    778
    
    
    
    2,254Net income (loss)
    
    $
    19,781
    
    
    $
    9,336
    
    
    $
    1,166
    
    
    $
    (25,652
    )
   2




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##### Table of Contents



AMH HOLDINGS, LLC
 
 
 Six Months EndedJuly 3,
    
    
    July 4,2010
    
    
    2009Operating ActivitiesNet income (loss)
    
    $
    1,166
    
    
    $
    (25,652
    )Adjustments to reconcile net income (loss) to net cash (used in) provided by
operating activities:Depreciation and amortization
    
    
    11,266
    
    
    
    10,945Deferred income taxes
    
    
    261
    
    
    
    5,039Provision for losses on accounts receivable
    
    
    1,974
    
    
    
    7,231Amortization of deferred financing costs
    
    
    2,278
    
    
    
    9,437Amortization of management fee
    
    
    
    
    
    
    250Non-cash interest income
    
    
    (409
    )
    
    
    Non-cash portion of manufacturing restructuring costs
    
    
    
    
    
    
    5,255Non-cash portion of gain on debt extinguishment
    
    
    
    
    
    
    (8,897
    )Debt accretion
    
    
    127
    
    
    
    Loss on sale or disposal of assets other than by sale
    
    
    27
    
    
    
    56Changes in operating assets and liabilities:Accounts receivable
    
    
    (48,448
    )
    
    
    (32,519
    )Inventories
    
    
    (43,764
    )
    
    
    7,200Accounts payable and accrued liabilities
    
    
    61,014
    
    
    
    69,903Income taxes receivable/payable and payable to parent
    
    
    (5,697
    )
    
    
    (6,613
    )Other
    
    
    882
    
    
    
    2,536Net cash (used in) provided by operating activities
    
    
    (19,323
    )
    
    
    44,171Investing ActivitiesAdditions to property, plant and equipment
    
    
    (8,263
    )
    
    
    (2,381
    )Net cash used in investing activities
    
    
    (8,263
    )
    
    
    (2,381
    )Financing ActivitiesNet borrowings (repayments) under ABL Facility
    
    
    5,000
    
    
    
    (16,500
    )AMH II intercompany loan
    
    
    
    
    
    
    (26,833
    )Issuance of senior subordinated notes
    
    
    
    
    
    
    20,000Financing costs
    
    
    (106
    )
    
    
    (5,014
    )Dividends paid
    
    
    
    
    
    
    (4,269
    )Net cash provided by (used in) financing activities
    
    
    4,894
    
    
    
    (32,616
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (971
    )
    
    
    (142
    )Net (decrease) increase in cash and cash equivalents
    
    
    (23,663
    )
    
    
    9,032Cash and cash equivalents at beginning of period
    
    
    55,855
    
    
    
    6,709Cash and cash equivalents at end of period
    
    $
    32,192
    
    
    $
    15,741Supplemental information:Cash paid for interest
    
    $
    35,837
    
    
    $
    9,598Cash paid for income taxes
    
    $
    6,214
    
    
    $
    3,828
   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
  July 3,
    
    
    January 2,2010
    
    
    2010Raw materials
    
    $
    33,118
    
    
    $
    28,693Work-in-process
    
    
    9,840
    
    
    
    8,552Finished goods and purchased stock
    
    
    115,759
    
    
    
    78,149$
    158,717
    
    
    $
    115,394
 Note 3  Goodwill and Other Intangible Assets
  AverageAmortization
    
    
    July 3, 2010
    
    
    January 2, 2010Period
    
    
    
    
    
    
    Accumulated
    
    
    Net Carrying
    
    
    
    
    
    
    Accumulated
    
    
    Net Carrying(in Years)
    
    
    Cost
    
    
    Amortization
    
    
    Value
    
    
    Cost
    
    
    Amortization
    
    
    ValueTrademarks
    
    
    15
    
    
    $
    28,070
    
    
    $
    15,014
    
    
    $
    13,056
    
    
    $
    28,070
    
    
    $
    14,087
    
    
    $
    13,983Patents
    
    
    10
    
    
    
    6,230
    
    
    
    5,092
    
    
    
    1,138
    
    
    
    6,230
    
    
    
    4,781
    
    
    
    1,449Customer base
    
    
    7
    
    
    
    5,114
    
    
    
    4,642
    
    
    
    472
    
    
    
    5,137
    
    
    
    4,498
    
    
    
    639Total amortized
intangible assets
    
    
    
    
    
    
    39,414
    
    
    
    24,748
    
    
    
    14,666
    
    
    
    39,437
    
    
    
    23,366
    
    
    
    16,071Non-amortized trade names
    
    
    
    
    
    
    80,010
    
    
    
    
    
    
    
    80,010
    
    
    
    80,010
    
    
    
    
    
    
    
    80,010Total intangible assets
    
    
    
    
    
    $
    119,424
    
    
    $
    24,748
    
    
    $
    94,676
    
    
    $
    119,447
    
    
    $
    23,366
    
    
    $
    96,081
 ® ® ®
   5




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##### Table of Contents



Note 4  Long-Term Debt
  July 3,
    
    
    January 2,2010
    
    
    20109.875% notes
    
    $
    197,679
    
    
    $
    197,55211.25% notes
    
    
    431,000
    
    
    
    431,000Borrowings under the ABL Facility
    
    
    15,000
    
    
    
    10,000Total long-term debt
    
    $
    643,679
    
    
    $
    638,552
 9.875% Notes
      Fair Value Measurements and Disclosures
  6




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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 Income (Loss)
  Quarters Ended
    
    
    Six Months EndedJuly 3,
    
    
    July 4,
    
    
    July 3,
    
    
    July 4,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income (loss)
    
    $
    19,781
    
    
    $
    9,336
    
    
    $
    1,166
    
    
    $
    (25,652
    )Unrecognized prior service cost and net loss
    
    
    240
    
    
    
    254
    
    
    
    482
    
    
    
    511Foreign currency translation adjustments
    
    
    (3,803
    )
    
    
    3,544
    
    
    
    (939
    )
    
    
    2,742Comprehensive income (loss)
    
    $
    16,218
    
    
    $
    13,134
    
    
    $
    709
    
    
    $
    (22,399
    )
 Note 6  Retirement Plans
  Quarters EndedJuly 3, 2010
    
    
    July 4, 2009Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansNet periodic pension costService cost
    
    $
    155
    
    
    $
    593
    
    
    $
    146
    
    
    $
    354Interest cost
    
    
    778
    
    
    
    887
    
    
    
    783
    
    
    
    787Expected return on assets
    
    
    (760
    )
    
    
    (852
    )
    
    
    (674
    )
    
    
    (667
    )Amortization of prior service costs
    
    
    7
    
    
    
    11
    
    
    
    8
    
    
    
    7Amortization of unrecognized net loss
    
    
    303
    
    
    
    48
    
    
    
    375
    
    
    
    15Net periodic pension cost
    
    $
    483
    
    
    $
    687
    
    
    $
    638
    
    
    $
    496
 Six Months EndedJuly 3, 2010
    
    
    July 4, 2009Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansNet periodic pension costService cost
    
    $
    310
    
    
    $
    1,197
    
    
    $
    292
    
    
    $
    678Interest cost
    
    
    1,556
    
    
    
    1,790
    
    
    
    1,566
    
    
    
    1,509Expected return on assets
    
    
    (1,520
    )
    
    
    (1,719
    )
    
    
    (1,348
    )
    
    
    (1,279
    )Amortization of prior service costs
    
    
    14
    
    
    
    22
    
    
    
    16
    
    
    
    14Amortization of unrecognized net loss
    
    
    606
    
    
    
    96
    
    
    
    750
    
    
    
    28Net periodic pension cost
    
    $
    966
    
    
    $
    1,386
    
    
    $
    1,276
    
    
    $
    950
   9




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Note 7  Business Segments
  Quarters Ended
    
    
    Six Months EndedJuly 3,
    
    
    July 4,
    
    
    July 3,
    
    
    July 4,2010
    
    
    2009
    
    
    2010
    
    
    2009Vinyl windows
    
    $
    115,443
    
    
    $
    99,031
    
    
    $
    191,780
    
    
    $
    160,087Vinyl siding products
    
    
    68,998
    
    
    
    56,829
    
    
    
    108,354
    
    
    
    92,418Metal products
    
    
    52,086
    
    
    
    44,421
    
    
    
    88,461
    
    
    
    73,404Third-party manufactured products
    
    
    72,329
    
    
    
    57,305
    
    
    
    109,892
    
    
    
    90,021Other products and services
    
    
    19,466
    
    
    
    17,383
    
    
    
    34,072
    
    
    
    31,371$
    328,322
    
    
    $
    274,969
    
    
    $
    532,559
    
    
    $
    447,301
 Note 8  Product Warranty Costs and Service Returns
   Quarters Ended
    
    
    Six Months EndedJuly 3,
    
    
    July 4,
    
    
    July 3,
    
    
    July 4,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance at the beginning of the period
    
    $
    33,582
    
    
    $
    30,084
    
    
    $
    33,016
    
    
    $
    29,425Provision for warranties issued
    
    
    1,780
    
    
    
    2,491
    
    
    
    3,320
    
    
    
    4,697Claims paid
    
    
    (2,039
    )
    
    
    (1,917
    )
    
    
    (3,276
    )
    
    
    (3,410
    )Foreign currency translation
    
    
    338
    
    
    
    289
    
    
    
    601
    
    
    
    235Balance at the end of the period
    
    $
    33,661
    
    
    $
    30,947
    
    
    $
    33,661
    
    
    $
    30,947
  10




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Note 9  Manufacturing Restructuring Costs
    Quarters Ended
    
    
    Six Months EndedJuly 3,
    
    
    July 4,
    
    
    July 3,
    
    
    July 4,2010
    
    
    2009
    
    
    2010
    
    
    2009Beginning liability
    
    $
    4,730
    
    
    $
    
    
    
    $
    5,036
    
    
    $
    Additions
    
    
    
    
    
    
    5,332
    
    
    
    
    
    
    
    5,332Accretion of related lease obligations
    
    
    93
    
    
    
    
    
    
    
    184
    
    
    
    Payments
    
    
    (289
    )
    
    
    
    
    
    
    (686
    )
    
    
    Ending liability
    
    $
    4,534
    
    
    $
    5,332
    
    
    $
    4,534
    
    
    $
    5,332
  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
    
    $
    5,209
    
    
    $
    
    
    
    $
    127
    
    
    $
    26,856
    
    
    $
    
    
    
    $
    32,192Accounts receivable, net
    
    
    103,277
    
    
    
    
    
    
    
    15,407
    
    
    
    41,078
    
    
    
    
    
    
    
    159,762Intercompany receivables
    
    
    
    
    
    
    
    
    
    
    97,268
    
    
    
    8,588
    
    
    
    (105,856
    )
    
    
    Inventories
    
    
    111,860
    
    
    
    
    
    
    
    10,205
    
    
    
    36,652
    
    
    
    
    
    
    
    158,717Deferred income taxes
    
    
    8,833
    
    
    
    
    
    
    
    
    
    
    
    2,210
    
    
    
    (187
    )
    
    
    10,856Prepaid expenses
    
    
    6,134
    
    
    
    
    
    
    
    1,084
    
    
    
    1,650
    
    
    
    
    
    
    
    8,868Total current assets
    
    
    235,313
    
    
    
    
    
    
    
    124,091
    
    
    
    117,034
    
    
    
    (106,043
    )
    
    
    370,395Property, plant and equipment, net
    
    
    71,236
    
    
    
    
    
    
    
    1,847
    
    
    
    33,984
    
    
    
    
    
    
    
    107,067Goodwill
    
    
    194,814
    
    
    
    
    
    
    
    36,457
    
    
    
    
    
    
    
    
    
    
    
    231,271Other intangible assets, net
    
    
    85,463
    
    
    
    
    
    
    
    9,213
    
    
    
    
    
    
    
    
    
    
    
    94,676Investment in subsidiaries
    
    
    209,616
    
    
    
    
    
    
    
    85,241
    
    
    
    
    
    
    
    (294,857
    )
    
    
    Receivable from AMH II
    
    
    27,646
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,646Intercompany receivable
    
    
    
    
    
    
    197,679
    
    
    
    
    
    
    
    
    
    
    
    (197,679
    )
    
    
    Other assets
    
    
    16,668
    
    
    
    
    
    
    
    
    
    
    
    1,766
    
    
    
    
    
    
    
    18,434Total assets
    
    $
    840,756
    
    
    $
    197,679
    
    
    $
    256,849
    
    
    $
    152,784
    
    
    $
    (598,579
    )
    
    $
    849,489Liabilities And Members EquityCurrent liabilities:Accounts payable
    
    $
    91,419
    
    
    $
    
    
    
    $
    19,253
    
    
    $
    39,383
    
    
    $
    
    
    
    $
    150,055Intercompany payables
    
    
    105,856
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (105,856
    )
    
    
    Payable to parent
    
    
    23,206
    
    
    
    
    
    
    
    3,291
    
    
    
    
    
    
    
    
    
    
    
    26,497Accrued liabilities
    
    
    39,528
    
    
    
    
    
    
    
    5,685
    
    
    
    9,891
    
    
    
    
    
    
    
    55,104Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    187
    
    
    
    
    
    
    
    (187
    )
    
    
    Income taxes
payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    580
    
    
    
    
    
    
    
    580Total current liabilities
    
    
    260,009
    
    
    
    
    
    
    
    28,416
    
    
    
    49,854
    
    
    
    (106,043
    )
    
    
    232,236Deferred income taxes
    
    
    40,197
    
    
    
    
    
    
    
    2,333
    
    
    
    5,741
    
    
    
    
    
    
    
    48,271Other liabilities
    
    
    31,525
    
    
    
    
    
    
    
    16,484
    
    
    
    11,948
    
    
    
    
    
    
    
    59,957Long-term debt
    
    
    212,679
    
    
    
    197,679
    
    
    
    
    
    
    
    
    
    
    
    (197,679
    )
    
    
    212,679Members equity
    
    
    296,346
    
    
    
    
    
    
    
    209,616
    
    
    
    85,241
    
    
    
    (294,857
    )
    
    
    296,346Total liabilities and
members equity
    
    $
    840,756
    
    
    $
    197,679
    
    
    $
    256,849
    
    
    $
    152,784
    
    
    $
    (598,579
    )
    
    $
    849,489
  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
    
    $
    239,861
    
    
    $
    
    
    
    $
    50,352
    
    
    $
    88,987
    
    
    $
    (50,878
    )
    
    $
    328,322Cost of sales
    
    
    173,694
    
    
    
    
    
    
    
    47,425
    
    
    
    66,223
    
    
    
    (50,878
    )
    
    
    236,464Gross profit
    
    
    66,167
    
    
    
    
    
    
    
    2,927
    
    
    
    22,764
    
    
    
    
    
    
    
    91,858Selling, general and administrative expenses
    
    
    43,199
    
    
    
    
    
    
    
    296
    
    
    
    10,094
    
    
    
    
    
    
    
    53,589Income from operations
    
    
    22,968
    
    
    
    
    
    
    
    2,631
    
    
    
    12,670
    
    
    
    
    
    
    
    38,269Interest expense, net
    
    
    6,159
    
    
    
    
    
    
    
    
    
    
    
    183
    
    
    
    
    
    
    
    6,342Foreign currency loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70
    
    
    
    
    
    
    
    70Income before income taxes
    
    
    16,809
    
    
    
    
    
    
    
    2,631
    
    
    
    12,417
    
    
    
    
    
    
    
    31,857Income tax provision
    
    
    6,492
    
    
    
    
    
    
    
    840
    
    
    
    3,738
    
    
    
    
    
    
    
    11,070Income before equity income from subsidiaries
    
    
    10,317
    
    
    
    
    
    
    
    1,791
    
    
    
    8,679
    
    
    
    
    
    
    
    20,787Equity income from subsidiaries
    
    
    10,470
    
    
    
    
    
    
    
    8,679
    
    
    
    
    
    
    
    (19,149
    )
    
    
    Net income
    
    $
    20,787
    
    
    $
    
    
    
    $
    10,470
    
    
    $
    8,679
    
    
    $
    (19,149
    )
    
    $
    20,787
  ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    385,752
    
    
    $
    
    
    
    $
    79,913
    
    
    $
    146,968
    
    
    $
    (80,074
    )
    
    $
    532,559Cost of sales
    
    
    286,170
    
    
    
    
    
    
    
    74,937
    
    
    
    111,229
    
    
    
    (80,074
    )
    
    
    392,262Gross profit
    
    
    99,582
    
    
    
    
    
    
    
    4,976
    
    
    
    35,739
    
    
    
    
    
    
    
    140,297Selling, general and administrative expenses
    
    
    80,604
    
    
    
    
    
    
    
    1,104
    
    
    
    19,362
    
    
    
    
    
    
    
    101,070Income from operations
    
    
    18,978
    
    
    
    
    
    
    
    3,872
    
    
    
    16,377
    
    
    
    
    
    
    
    39,227Interest expense, net
    
    
    12,151
    
    
    
    
    
    
    
    2
    
    
    
    430
    
    
    
    
    
    
    
    12,583Foreign currency (gain)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (52
    )
    
    
    
    
    
    
    (52
    )Income before income taxes
    
    
    6,827
    
    
    
    
    
    
    
    3,870
    
    
    
    15,999
    
    
    
    
    
    
    
    26,696Income tax provision
    
    
    2,544
    
    
    
    
    
    
    
    1,776
    
    
    
    4,816
    
    
    
    
    
    
    
    9,136Income before equity income from subsidiaries
    
    
    4,283
    
    
    
    
    
    
    
    2,094
    
    
    
    11,183
    
    
    
    
    
    
    
    17,560Equity income from subsidiaries
    
    
    13,277
    
    
    
    
    
    
    
    11,183
    
    
    
    
    
    
    
    (24,460
    )
    
    
    Net income
    
    $
    17,560
    
    
    $
    
    
    
    $
    13,277
    
    
    $
    11,183
    
    
    $
    (24,460
    )
    
    $
    17,560
  13




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-GuarantorParent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    ConsolidatedNet cash (used in) provided by operating activities
    
    $
    (2,078
    )
    
    $
    
    
    
    $
    3,739
    
    
    $
    3,260
    
    
    $
    4,921Investing ActivitiesAdditions to property, plant and equipment
    
    
    (6,286
    )
    
    
    
    
    
    
    (54
    )
    
    
    (1,923
    )
    
    
    (8,263
    )Other
    
    
    385
    
    
    
    
    
    
    
    
    
    
    
    (385
    )
    
    
    Net cash used in investing activities
    
    
    (5,901
    )
    
    
    
    
    
    
    (54
    )
    
    
    (2,308
    )
    
    
    (8,263
    )Financing ActivitiesNet borrowings under ABL Facility
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000Dividends paid to parent company
    
    
    (24,244
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,244
    )Dividends from non-guarantor subsidiary
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    (20,000
    )
    
    
    Intercompany transactions
    
    
    26,671
    
    
    
    
    
    
    
    (23,640
    )
    
    
    (3,031
    )
    
    
    Financing costs
    
    
    (106
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (106
    )Net cash provided by (used in) financing activities
    
    
    7,321
    
    
    
    
    
    
    
    (3,640
    )
    
    
    (23,031
    )
    
    
    (19,350
    )Effect of exchange rate changes on cash and cash
equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (971
    )
    
    
    (971
    )Net (decrease) increase in cash and cash equivalents
    
    
    (658
    )
    
    
    
    
    
    
    45
    
    
    
    (23,050
    )
    
    
    (23,663
    )Cash and cash equivalents at beginning of period
    
    
    5,867
    
    
    
    
    
    
    
    82
    
    
    
    49,906
    
    
    
    55,855Cash and cash equivalents at end of period
    
    $
    5,209
    
    
    $
    
    
    
    $
    127
    
    
    $
    26,856
    
    
    $
    32,192
  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
    
    $
    200,645
    
    
    $
    
    
    
    $
    38,801
    
    
    $
    73,922
    
    
    $
    (38,399
    )
    
    $
    274,969Cost of sales
    
    
    143,726
    
    
    
    
    
    
    
    36,708
    
    
    
    54,953
    
    
    
    (38,399
    )
    
    
    196,988Gross profit
    
    
    56,919
    
    
    
    
    
    
    
    2,093
    
    
    
    18,969
    
    
    
    
    
    
    
    77,981Selling, general and administrative expenses
    
    
    41,782
    
    
    
    
    
    
    
    551
    
    
    
    8,964
    
    
    
    
    
    
    
    51,297Manufacturing restructuring costs
    
    
    5,255
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,255Income from operations
    
    
    9,882
    
    
    
    
    
    
    
    1,542
    
    
    
    10,005
    
    
    
    
    
    
    
    21,429Interest expense, net
    
    
    5,091
    
    
    
    
    
    
    
    
    
    
    
    153
    
    
    
    
    
    
    
    5,244Foreign currency (gain)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (274
    )
    
    
    
    
    
    
    (274
    )Income before income taxes
    
    
    4,791
    
    
    
    
    
    
    
    1,542
    
    
    
    10,126
    
    
    
    
    
    
    
    16,459Income tax provision
    
    
    1,996
    
    
    
    
    
    
    
    1,140
    
    
    
    3,250
    
    
    
    
    
    
    
    6,386Income before equity income from subsidiaries
    
    
    2,795
    
    
    
    
    
    
    
    402
    
    
    
    6,876
    
    
    
    
    
    
    
    10,073Equity income from subsidiaries
    
    
    7,278
    
    
    
    
    
    
    
    6,876
    
    
    
    
    
    
    
    (14,154
    )
    
    
    Net income
    
    $
    10,073
    
    
    $
    
    
    
    $
    7,278
    
    
    $
    6,876
    
    
    $
    (14,154
    )
    
    $
    10,073
  16




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-Guarantor
    
    
    ReclassificationParent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    /Eliminations
    
    
    ConsolidatedNet sales
    
    $
    333,870
    
    
    $
    
    
    
    $
    65,279
    
    
    $
    113,412
    
    
    $
    (65,260
    )
    
    $
    447,301Cost of sales
    
    
    250,589
    
    
    
    
    
    
    
    64,521
    
    
    
    89,217
    
    
    
    (65,260
    )
    
    
    339,067Gross profit
    
    
    83,281
    
    
    
    
    
    
    
    758
    
    
    
    24,195
    
    
    
    
    
    
    
    108,234Selling, general and administrative expenses
    
    
    81,033
    
    
    
    
    
    
    
    1,739
    
    
    
    17,023
    
    
    
    
    
    
    
    99,795Manufacturing restructuring costs
    
    
    5,255
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,255(Loss) income from operations
    
    
    (3,007
    )
    
    
    
    
    
    
    (981
    )
    
    
    7,172
    
    
    
    
    
    
    
    3,184Interest expense, net
    
    
    10,211
    
    
    
    
    
    
    
    
    
    
    
    371
    
    
    
    
    
    
    
    10,582Foreign currency (gain)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (222
    )
    
    
    
    
    
    
    (222
    )(Loss) income before income taxes
    
    
    (13,218
    )
    
    
    
    
    
    
    (981
    )
    
    
    7,023
    
    
    
    
    
    
    
    (7,176
    )Income tax (benefit) provision
    
    
    (5,315
    )
    
    
    
    
    
    
    277
    
    
    
    2,254
    
    
    
    
    
    
    
    (2,784
    )(Loss) income before equity income from subsidiaries
    
    
    (7,903
    )
    
    
    
    
    
    
    (1,258
    )
    
    
    4,769
    
    
    
    
    
    
    
    (4,392
    )Equity income from subsidiaries
    
    
    3,511
    
    
    
    
    
    
    
    4,769
    
    
    
    
    
    
    
    (8,280
    )
    
    
    Net (loss) income
    
    $
    (4,392
    )
    
    $
    
    
    
    $
    3,511
    
    
    $
    4,769
    
    
    $
    (8,280
    )
    
    $
    (4,392
    )
  17




---



##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-GuarantorParent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    ConsolidatedNet cash provided by operating activities
    
    $
    20,300
    
    
    $
    
    
    
    $
    12,912
    
    
    $
    10,959
    
    
    $
    44,171Investing ActivitiesAdditions to property, plant and equipment
    
    
    (1,983
    )
    
    
    
    
    
    
    (11
    )
    
    
    (387
    )
    
    
    (2,381
    )Other
    
    
    (383
    )
    
    
    
    
    
    
    383
    
    
    
    
    
    
    
    Net cash (used in) provided by investing activities
    
    
    (2,366
    )
    
    
    
    
    
    
    372
    
    
    
    (387
    )
    
    
    (2,381
    )Financing ActivitiesNet repayments under ABL Facility
    
    
    (16,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,500
    )AMH II intercompany loan
    
    
    (26,833
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,833
    )Intercompany transactions
    
    
    12,557
    
    
    
    
    
    
    
    (13,381
    )
    
    
    824
    
    
    
    Dividends paid to parent company
    
    
    (4,269
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,269
    )Issuance of senior subordinated notes
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000Financing costs
    
    
    (4,920
    )
    
    
    
    
    
    
    
    
    
    
    (94
    )
    
    
    (5,014
    )Net cash (used in) provided by financing activities
    
    
    (19,965
    )
    
    
    
    
    
    
    (13,381
    )
    
    
    730
    
    
    
    (32,616
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (142
    )
    
    
    (142
    )Net (decrease) increase in cash and cash equivalents
    
    
    (2,031
    )
    
    
    
    
    
    
    (97
    )
    
    
    11,160
    
    
    
    9,032Cash and cash equivalents at beginning of period
    
    
    4,964
    
    
    
    
    
    
    
    97
    
    
    
    1,648
    
    
    
    6,709Cash and cash equivalents at end of period
    
    $
    2,933
    
    
    $
    
    
    
    $
    
    
    
    $
    12,808
    
    
    $
    15,741
  18




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
 ® ® ®
      19




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##### Table of Contents



Results of Operations
  Quarters Ended
    
    
    Six Months EndedJuly 3,
    
    
    July 4,
    
    
    July 3,
    
    
    July 4,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    328,322
    
    
    $
    274,969
    
    
    $
    532,559
    
    
    $
    447,301Cost of sales
    
    
    236,464
    
    
    
    196,988
    
    
    
    392,262
    
    
    
    339,067Gross profit
    
    
    91,858
    
    
    
    77,981
    
    
    
    140,297
    
    
    
    108,234Selling, general and
administrative expenses
    
    
    53,589
    
    
    
    51,297
    
    
    
    101,070
    
    
    
    99,795Gain on debt extinguishment
    
    
    
    
    
    
    8,897
    
    
    
    
    
    
    
    8,897Manufacturing restructuring costs
    
    
    
    
    
    
    5,255
    
    
    
    
    
    
    
    5,255Income from operations
    
    
    38,269
    
    
    
    30,326
    
    
    
    39,227
    
    
    
    12,081Interest expense, net
    
    
    18,718
    
    
    
    18,015
    
    
    
    37,335
    
    
    
    35,701Foreign currency loss (gain)
    
    
    70
    
    
    
    (274
    )
    
    
    (52
    )
    
    
    (222
    )Income (loss) before income taxes
    
    
    19,481
    
    
    
    12,585
    
    
    
    1,944
    
    
    
    (23,398
    )Income tax (benefit) provision
    
    
    (300
    )
    
    
    3,249
    
    
    
    778
    
    
    
    2,254Net income (loss)
    
    $
    19,781
    
    
    $
    9,336
    
    
    $
    1,166
    
    
    $
    (25,652
    )Other Data:EBITDA (a)
    
    $
    43,832
    
    
    $
    36,104
    
    
    $
    50,545
    
    
    $
    23,248Adjusted EBITDA (a)
    
    
    45,130
    
    
    
    32,558
    
    
    
    51,946
    
    
    
    19,937
 (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.  20




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##### Table of Contents



The reconciliation of the Companys net income (loss) to EBITDA and adjusted EBITDA is as
follows (in thousands): Quarters Ended
    
    
    Six Months EndedJuly 3, 
2010
    
    
    July 4, 
2009
    
    
    July 3, 
2010
    
    
    July 4, 
2009Net income (loss)
    
    $
    19,781
    
    
    $
    9,336
    
    
    $
    1,166
    
    
    $
    (25,652
    )Interest expense, net
    
    
    18,718
    
    
    
    18,015
    
    
    
    37,335
    
    
    
    35,701Income tax (benefit) provision
    
    
    (300
    )
    
    
    3,249
    
    
    
    778
    
    
    
    2,254Depreciation and amortization
    
    
    5,633
    
    
    
    5,504
    
    
    
    11,266
    
    
    
    10,945EBITDA
    
    
    43,832
    
    
    
    36,104
    
    
    
    50,545
    
    
    
    23,248Amortization of management fee (b)
    
    
    
    
    
    
    125
    
    
    
    
    
    
    
    250Manufacturing restructuring costs (c)
    
    
    
    
    
    
    5,255
    
    
    
    
    
    
    
    5,255Bank audit fees (d)
    
    
    35
    
    
    
    (29
    )
    
    
    50
    
    
    
    81Tax restructuring costs (e)
    
    
    
    
    
    
    
    
    
    
    88
    
    
    
    Advisory fees (f)
    
    
    1,263
    
    
    
    
    
    
    
    1,263
    
    
    
    Gain on debt extinguishment (g)
    
    
    
    
    
    
    (8,897
    )
    
    
    
    
    
    
    (8,897
    )Adjusted EBITDA
    
    $
    45,130
    
    
    $
    32,558
    
    
    $
    51,946
    
    
    $
    19,937
 (b)
    
    Represents amortization of a prepaid management fee paid to Investcorp International Inc.
in connection with the December 2004 recapitalization transaction.(c)
    
    During the first quarter of 2008, the Company committed to, and subsequently completed,
relocating a portion of its vinyl siding production from Ennis, Texas to its vinyl
manufacturing facilities in West Salem, Ohio and Burlington, Ontario. In addition, during
2008, the Company transitioned the majority of distribution of its U.S. vinyl siding products
to a center located in Ashtabula, Ohio and committed to a plan to discontinue use of its
warehouse facility adjacent to its Ennis, Texas vinyl manufacturing facility. The Company
discontinued its use of the warehouse facility adjacent to the Ennis manufacturing plant
during the second quarter of 2009. As a result, the related lease costs associated with the
discontinued use of the warehouse facility were recorded as a restructuring charge of
approximately $5.3 million for the quarter and six months ended July 4, 2009.(d)
    
    Represents bank audit fees incurred under the ABL Facility.(e)
    
    Represents legal and accounting fees incurred in connection with a 2009 tax restructuring
project.(f)
    
    Represents advisory fees for strategic capital structure
advice incurred during the second quarter of 2010.(g)
    
    Represents the Companys gain on extinguishment of debt for the quarter and six months
ended July 4, 2009.  Quarters Ended
    
    
    Six Months EndedJuly 3,
    
    
    July 4,
    
    
    July 3,
    
    
    July 4,2010
    
    
    2009
    
    
    2010
    
    
    2009Vinyl windows
    
    $
    115,443
    
    
    $
    99,031
    
    
    $
    191,780
    
    
    $
    160,087Vinyl siding products
    
    
    68,998
    
    
    
    56,829
    
    
    
    108,354
    
    
    
    92,418Metal products
    
    
    52,086
    
    
    
    44,421
    
    
    
    88,461
    
    
    
    73,404Third-party manufactured products
    
    
    72,329
    
    
    
    57,305
    
    
    
    109,892
    
    
    
    90,021Other products and services
    
    
    19,466
    
    
    
    17,383
    
    
    
    34,072
    
    
    
    31,371$
    328,322
    
    
    $
    274,969
    
    
    $
    532,559
    
    
    $
    447,301
  21




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##### Table of Contents



Quarter Ended July 3, 2010 Compared to Quarter Ended July 4, 2009
          Six Months Ended July 3, 2010 Compared to Six Months Ended July 4, 2009
    22




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##### Table of Contents



Recent Accounting Pronouncements
  Liquidity and Capital Resources
  Six Months EndedJuly 3,
    
    
    July 4,2010
    
    
    2009Net cash (used in) provided by operating activities
    
    $
    (19,323
    )
    
    $
    44,171Net cash used in investing activities
    
    
    (8,263
    )
    
    
    (2,381
    )Net cash provided by (used in) financing activities
    
    
    4,894
    
    
    
    (32,616
    )
 Cash Flows
   23




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##### Table of Contents



Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  Description of the Companys Outstanding Indebtedness
 9.875% Notes
    24




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##### Table of Contents



Covenants.
  pari
passu
 .
  25




---



##### Table of Contents



Events
of default. pari
passu
 Change of control.
 Fair Value Measurements and Disclosures
 11.25% Notes
    Covenants
  26




---



##### Table of Contents



Events of default
  Change of control
  ABL Facility
     27




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##### 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.
  28




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##### Table of Contents



Events of Default
  Parent Company Indebtedness
 Troubled Debt Restructurings by Debtors
     29




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##### Table of Contents



Effects of Inflation
   30




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##### Table of Contents



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;
 
    
    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.
   31




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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
   32




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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
   33




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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.  34




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##### Table of Contents



SIGNATURES
  AMH HOLDINGS, LLC(Registrant)Date:  August 11, 2010
    By:
    /s/ Thomas N. ChieffeThomas N. ChieffePresident and Chief Executive Officer
(Principal Executive Officer)Date:  August 11, 2010
    By:
    /s/ Stephen E. GrahamStephen E. GrahamVice President  Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)  35