8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2009

ASSOCIATED MATERIALS, LLC

(Exact name of registrant as specified in its charter)

Delaware	000-24956	75-1872487
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3773 State Road Cuyahoga Falls, Ohio	44223
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (330) 929-1811

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On October 26, 2009, Associated Materials, LLC (the “Company”) and AMH Holdings, LLC (“AMH”), the indirect parent company of the Company, issued a press release announcing their financial results for the third quarter ended October 3, 2009. A copy of the press release is attached as Exhibit 99.1 hereto.

The information furnished in this report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

The following exhibit is not filed but is furnished as described above.

Exhibit Number		Description of Document
	99.1	Press Release, dated October 26, 2009, issued by the Company and AMH.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASSOCIATED MATERIALS, LLC
DATE: October 29, 2009	By:	/s/ Stephen E. Graham
		Stephen E. Graham
		Vice President — Chief Financial Officer, Treasurer and Secretary

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EXHIBIT INDEX

Exhibit Number	Description of Document
99.1	Press Release, dated October 26, 2009, issued by the Company and AMH.

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EX-99.1

Exhibit 99.1

NEWS RELEASE

ASSOCIATED MATERIALS AND AMH HOLDINGS REPORT
THIRD QUARTER RESULTS

CUYAHOGA FALLS, Ohio, October 26, 2009 — Associated Materials (the “Company”) today announced results for its third quarter ended October 3, 2009. Financial highlights are as follows:

• Net sales for the quarter ended October 3, 2009 were $324.8 million, a 5.2% decrease from net sales of $342.7 million for the same period in 2008.

• Adjusted EBITDA was $52.2 million for the third quarter of 2009 compared to adjusted EBITDA of $36.3 million for the same period in 2008, which represents a 43.8% increase over the same period in 2008.

Tom Chieffe, President and Chief Executive Officer, commented, “Although the ongoing weakness in the housing markets impacted our sales negatively for the third quarter, the year over year impact was considerably less than felt in the first two quarters of the year. Our pricing disciplines, cost reduction initiatives, operational efficiency improvements and working capital management have resulted in improved margins, profitability and operating cash flow. As we move forward, we are continuing our focus on quality, delivery, controlling costs, purchasing savings, lean manufacturing practices, scrap reduction, cash management and improving business and operating systems. While we have seen some improvement in key industry indicators, we intend to be cautiously optimistic and operate our business with continued lower volume expectations.

Management will announce the date and time of its third quarter earnings conference call at a later date. The conference call information will be provided in a separate news release.

ASSOCIATED MATERIALS, LLC
AMH HOLDINGS, LLC
Condensed Consolidating Statement of Operations
(Unaudited)
Quarter Ended October 3, 2009
(in thousands)

	Associated								AMH
	Materials		AMH			Eliminations			Consolidated
	Quarter Ended		Quarter Ended			Quarter Ended			Quarter Ended
	October 3,		October 3,			October 3,			October 3,
	2009		2009			2009			2009
Net sales	$	324,807	$	—		$	—		$	324,807
Gross profit		97,809		—			—			97,809
Selling, general and administrative expense		53,323		—			—			53,323
Income from operations		44,486		—			—			44,486
Interest expense, net		5,999		12,380			—			18,379
Foreign currency loss		112		—			—			112
Income (loss) before income taxes		38,375		(12,380	)		—			25,995
Income taxes (benefit)		15,444		(14,386	)		—			1,058
Income before equity income from subsidiaries		22,931		2,006			—			24,937
Equity income from subsidiaries		—		22,931			(22,931	)		—
Net income	$	22,931	$	24,937		$	(22,931	)	$	24,937
Other Data:
EBITDA (a)	$	50,008
Adjusted EBITDA (a)		52,191

2

ASSOCIATED MATERIALS, LLC
AMH HOLDINGS, LLC
Condensed Consolidating Statement of Operations
(Unaudited)
Quarter Ended September 27, 2008
(in thousands)

	Associated								AMH
	Materials		AMH			Eliminations			Consolidated
	Quarter Ended		Quarter Ended			Quarter Ended			Quarter Ended
	September 27,		September 27,			September 27,			September 27,
	2008		2008			2008			2008
Net sales	$	342,678	$	—		$	—		$	342,678
Gross profit		86,586		—			—			86,586
Selling, general and administrative expense		55,898		—			—			55,898
Income from operations		30,688		—			—			30,688
Interest expense, net		5,594		11,717			—			17,311
Foreign currency loss		238		—			—			238
Income (loss) before income taxes		24,856		(11,717	)		—			13,139
Income taxes		9,366		4,844			—			14,210
Income (loss) before equity income from subsidiaries		15,490		(16,561	)		—			(1,071	)
Equity income from subsidiaries		—		15,490			(15,490	)		—
Net income (loss)	$	15,490	$	(1,071	)	$	(15,490	)	$	(1,071	)
Other Data:
EBITDA (a)	$	36,171
Adjusted EBITDA (a)		36,296

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ASSOCIATED MATERIALS, LLC
AMH HOLDINGS, LLC
Condensed Consolidating Statement of Operations
(Unaudited)
Nine Months Ended October 3, 2009
(in thousands)

	Associated								AMH
	Materials		AMH			Eliminations			Consolidated
	Nine Months		Nine Months			Nine Months			Nine Months
	Ended		Ended			Ended			Ended
	October 3,		October 3,			October 3,			October 3,
	2009		2009			2009			2009
Net sales	$	772,108	$	—		$	—		$	772,108
Gross profit		206,043		—			—			206,043
Selling, general and administrative expense		153,118		—			—			153,118
Gain on debt extinguishment		—		8,897			—			8,897
Manufacturing restructuring costs		5,255		—			—			5,255
Income from operations		47,670		8,897			—			56,567
Interest expense, net		16,581		37,499			—			54,080
Foreign currency gain		110		—			—			110
Income (loss) before income taxes		31,199		(28,602	)		—			2,597
Income taxes (benefit)		12,660		(9,348	)		—			3,312
Income (loss) before equity income from subsidiaries		18,539		(19,254	)		—			(715	)
Equity income from subsidiaries		—		18,539			(18,539	)		—
Net income (loss)	$	18,539	$	(715	)	$	(18,539	)	$	(715	)
Other Data:
EBITDA (a)	$	64,359
Adjusted EBITDA (a)		72,128

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ASSOCIATED MATERIALS, LLC
AMH HOLDINGS, LLC
Condensed Consolidating Statement of Operations
(Unaudited)
Nine Months Ended September 27, 2008
(in thousands)

	Associated								AMH
	Materials		AMH			Eliminations			Consolidated
	Nine Months		Nine Months			Nine Months			Nine Months
	Ended		Ended			Ended			Ended
	September 27,		September 27,			September 27,			September 27,
	2008		2008			2008			2008
Net sales	$	858,368	$	—		$	—		$	858,368
Gross profit		210,191		—			—			210,191
Selling, general and administrative expense		158,888		—			—			158,888
Manufacturing restructuring costs		1,783		—			—			1,783
Income from operations		49,520		—			—			49,520
Interest expense, net		17,376		34,331			—			51,707
Foreign currency loss		328		—			—			328
Income (loss) before income taxes		31,816		(34,331	)		—			(2,515	)
Income taxes (benefit)		12,038		(12,934	)		—			(896	)
Income (loss) before equity income from subsidiaries		19,778		(21,397	)		—			(1,619	)
Equity income from subsidiaries		—		19,778			(19,778	)		—
Net income (loss)	$	19,778	$	(1,619	)	$	(19,778	)	$	(1,619	)
Other Data:
EBITDA (a)	$	66,311
Adjusted EBITDA (a)		71,132

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(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.

The reconciliation of the Company’s net income to EBITDA and adjusted EBITDA is as follows (in thousands):

	Quarters Ended				Nine Months Ended
	October 3,		September 27,		October 3,		September 27,
	2009		2008		2009		2008
Net income	$	22,931	$	15,490	$	18,539	$	19,778
Interest expense, net		5,999		5,594		16,581		17,376
Income taxes		15,444		9,366		12,660		12,038
Depreciation and amortization		5,634		5,721		16,579		17,119
EBITDA		50,008		36,171		64,359		66,311
Amortization of management fee (b)		125		125		375		375
Manufacturing restructuring costs (c)		—		—		5,255		2,642
Bank audit fees (d)		37		—		118		—
Loss upon disposal of assets other than by sale (e)		—		—		—		1,804
Tax restructuring costs (f)		306		—		306		—
Employee termination costs (g)		1,715		—		1,715		—
Adjusted EBITDA (h)	$	52,191	$	36,296	$	72,128	$	71,132

(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. For the nine months ended September 27, 2008, the amounts recorded represent asset impairment costs, inventory markdown costs, and costs incurred to relocate manufacturing equipment. Inventory markdown costs of $0.9 million are included in cost of sales in the statement of operations for the nine months ended September 27, 2008. 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 nine months ended October 3, 2009.
(d)	Represents bank audit fees incurred under the Company’s ABL Facility.
(e)	As part of the Company’s ongoing efforts to improve its internal controls, the Company enhanced its controls surrounding the physical verification of property, plant and equipment during the second quarter of 2008. For the nine months ended September 27, 2008, the amounts recorded represent the loss upon disposal of assets other than by sale as a result of executing these enhanced controls.
(f)	Represents legal and accounting fees incurred in connection with a tax restructuring project.
(g)	During the third quarter of 2009, the Company recorded one-time employee termination costs resulting from workforce reductions in connection with the Company’s overall cost reduction initiatives.
(h)	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 or loss.

6

Results of Operations

Net sales decreased 5.2% to $324.8 million for the third quarter of 2009 compared to $342.7 million for the same period in 2008 primarily due to decreased unit volumes, principally in vinyl siding and metal products, and the impact of the weaker Canadian dollar in 2009. During the third quarter of 2009 compared to the same period in 2008, vinyl siding unit volumes decreased by approximately 15%, while vinyl window unit volumes increased approximately 2%. Gross profit in the third quarter of 2009 was $97.8 million, or 30.1% of net sales, compared to gross profit of $86.6 million, or 25.3% of net sales, for the same period in 2008. The increase in gross profit as a percentage of net sales was primarily a result of cost reduction initiatives, improved operational efficiencies and procurement savings.

Selling, general and administrative expense decreased to $53.3 million, or 16.4% of net sales, for the third quarter of 2009 versus $55.9 million, or 16.3% of net sales, for the same period in 2008. Selling, general and administrative expense for the quarter ended October 3, 2009 includes employee termination costs of $1.7 million and tax restructuring costs of $0.3 million. Excluding these items, selling, general and administrative expense for the quarter ended October 3, 2009 decreased $4.6 million compared to the same period in 2008. The decrease in selling, general and administrative expense was primarily due to higher bad debt expense in the third quarter of 2008 as a result of the poor economic conditions experienced in the prior year. In addition, the decrease in selling, general and administrative expense was also due to decreased personnel costs as a result of reduced headcount, decreased product delivery costs in the Company’s supply center network and the translation impact on Canadian expenses as a result of the weaker Canadian dollar in 2009, partially offset by increased EBITDA-based incentive compensation programs and other sales-related accruals.

Net sales decreased 10.0% to $772.1 million for the nine months ended October 3, 2009 compared to $858.4 million for the same period in 2008 primarily due to decreased unit volumes across all product categories, principally in vinyl siding, vinyl windows and metal products, and the impact of the weaker Canadian dollar in 2009. For the nine months ended October 3, 2009 compared to the same period in 2008, vinyl siding unit volumes decreased by approximately 18% and vinyl window unit volumes decreased by approximately 4%. Gross profit for the nine months ended October 3, 2009 was $206.0 million, or 26.7% of net sales, compared to gross profit of $210.2 million, or 24.5% of net sales, for the same period in 2008. The increase in gross profit as a percentage of net sales was primarily a result of cost reduction initiatives, improved operational efficiencies and procurement savings.

7

Selling, general and administrative expense decreased to $153.1 million, or 19.8% of net sales, for the nine months ended October 3, 2009 versus $158.9 million, or 18.5% of net sales, for the same period in 2008. Selling, general and administrative expense for the nine months ended October 3, 2009 includes employee termination costs of $1.7 million, tax restructuring costs of $0.3 million and bank audit fees of $0.1 million, while selling, general and administrative expense for the nine months ended September 27, 2008 includes a loss upon the disposal of assets other than by sale of $1.8 million. Excluding these items, selling, general and administrative expense for the nine months ended October 3, 2009 decreased $6.1 million compared to the same period in 2008. The decrease in selling, general and administrative expense was primarily due to the translation impact on Canadian expenses as a result of the weaker Canadian dollar in 2009, decreased personnel costs as a result of reduced headcount, and decreased product delivery costs in the Company’s supply center network, partially offset by increased bad debt expense recorded during 2009 as a result of current economic conditions.

Throughout 2009, the Company initiated certain restructuring activities designed to achieve operational efficiencies by reducing the Company’s overall cost structure. These activities included reducing the Company’s workforce. During the third quarter ended October 3, 2009, the Company determined the headcount reductions made over the past several months will be permanent. As a result, the Company recorded a one-time restructuring charge of $1.7 million in employee termination costs within selling, general and administrative expense for the quarter and nine months ended October 3, 2009.

During the nine months ended September 27, 2008, the Company incurred costs of $1.8 million related to relocating a portion of its vinyl siding production and distribution. These costs were comprised of asset impairment costs, costs incurred to relocate manufacturing equipment and costs associated with the transition of distribution operations. In addition, the Company recorded $0.9 million of inventory markdown costs associated with these restructuring efforts within cost of goods sold for the nine months ended September 27, 2008. 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 nine months ended October 3, 2009.

The consolidating financial information included herein for the quarter and nine months ended October 3, 2009 and September 27, 2008 includes the Company and its indirect parent company, AMH Holdings, LLC (“AMH”), which conducts all of its operating activities through the Company. For the quarter and nine months ended October 3, 2009, AMH reported consolidated net income of $24.9 million and a consolidated net loss of $0.7 million, respectively, compared to a consolidated net loss of $1.1 million and $1.6 million for the same periods in 2008, respectively. AMH’s results for the nine months ended October 3, 2009 included a gain on debt extinguishment, interest expense, which included first quarter accretion of AMH’s 11 1/4% senior discount notes, and AMH’s equity income from its subsidiaries. AMH’s results for the same periods in 2008 included interest expense, which primarily consisted of the accretion on AMH’s 11 1/4% senior discount notes, and AMH’s equity income from its subsidiaries.

8

In connection with the December 2004 recapitalization transaction, AMH’s parent company AMH Holdings II, Inc. (“AMH II”) was formed, and AMH II subsequently issued $75 million of 13 5/8% senior notes due 2014. In June 2009, AMH II entered into an exchange agreement pursuant to which it paid $20.0 million in cash and issued $13.066 million original principal amount of its 20% senior notes due 2014 in exchange for all of its outstanding 13 5/8% senior notes due 2014. In conjunction with the AMH II note exchange, Associated Materials entered into a purchase agreement pursuant to which it issued $20.0 million of its 15% senior subordinated notes due 2012 in a private placement to certain institutional investors of AMH II and capitalized the related transaction costs. In addition to the $8.9 million gain on debt extinguishment recorded by AMH for the nine months ended October 3, 2009, AMH II recorded a gain on debt restructuring of $19.2 million for the same period.

As AMH II is a holding company with no operations, it must receive distributions, payments or loans from its subsidiaries to satisfy its obligations on its debt. As of October 3, 2009, total AMH II debt, including that of its consolidated subsidiaries, was approximately $685.3 million.

9

Company Description

Associated Materials is a leading manufacturer of exterior residential building products, which are distributed through company-owned distribution centers and independent distributors across North America. The Company produces a broad range of vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding and accessories, as well as vinyl fencing and railing. Associated Materials is a privately held, wholly-owned subsidiary of Associated Materials Holdings, which is a wholly-owned subsidiary of AMH, which is a wholly-owned subsidiary of AMH II, which is controlled by affiliates of Investcorp S.A. (“Investcorp”) and Harvest Partners, Inc. (“Harvest Partners”). For more information, please visit the Company’s website at http://www.associatedmaterials.com.

Founded in 1982, Investcorp is a leading provider and manager of alternative investment products with approximately $12 billion in assets under management. The firm, which has offices in London, New York and Bahrain and is publicly traded on the London Stock Exchange (IVC) and Bahrain Stock Exchange (INVCORP), has five lines of business: private equity, hedge funds, real estate, technology investment and Gulf growth capital. Further information is available at http://www.investcorp.com.

Founded in 1981, Harvest Partners is a leading New York-based private equity investment firm, pursuing management buyouts and growth financings of profitable, medium-sized businesses. Focused on manufacturing, energy, distribution and consumer/retail businesses, Harvest has nearly 30 years of experience investing in domestic as well as multinational companies. Today, Harvest has approximately $1.7 billion of capital under management from its limited partners, which include numerous pension funds, domestic and international industrial corporations and various financial institutions. For more information on Harvest Partners, please visit its website at http://www.harvpart.com.

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Forward-Looking Statements

This press release contains certain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to the Company and AMH that are based on the beliefs of the Company’s and AMH’s management. When used in this press release, the words “may,” “will,” “should,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue” or similar expressions identify forward-looking statements. These statements are subject to certain risks and uncertainties. Such statements reflect the current views of the Company’s and AMH’s management. The following factors, and others which are discussed in the Company’s and AMH’s filings with the Securities and Exchange Commission, are among those that may cause actual results to differ materially from the forward-looking statements: changes in the home building and remodeling industries, general economic conditions, interest rates, foreign currency exchange rates, changes in the availability of consumer credit, employment trends, levels of consumer confidence and spending, consumer preferences, changes in raw material costs and availability, market acceptance of price increases, changes in national and regional trends in new housing starts, 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% notes, 15% notes and 11 1/4% notes, increases in levels of competition within its market, availability of alternative building products, increases in its level of indebtedness, increases in costs of environmental compliance, unanticipated warranty or product liability claims, increases in capital expenditure requirements, potential conflict between Alside and Gentek distribution channels and shifts in market demand. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as expected, intended, estimated, anticipated, believed or predicted. For further information, refer to the Company’s most recent Annual Report on Form 10-K (particularly the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections) and to any subsequent Quarterly Reports on Form 10-Q, all of which are on file with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For further information, contact:
Stephen Graham
Chief Financial Officer
(330) 922-7743

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Net Sales by Principal Product Offering (Unaudited) (in thousands)

	Quarters Ended				Nine Months Ended
	October 3,		September 27,		October 3,		September 27,
	2009		2008		2009		2008
Vinyl windows	$	114,686	$	108,551	$	276,717	$	282,174
Vinyl siding products		67,857		82,044		161,113		196,493
Metal products		53,571		65,723		127,017		166,856
Third party manufactured products		66,885		65,366		158,454		156,486
Other products and services		21,808		20,994		48,807		56,359
	$	324,807	$	342,678	$	772,108	$	858,368

Selected Balance Sheet Data (Unaudited) (in thousands)

	October 3, 2009
	Associated				AMH
	Materials		AMH		Consolidated
Cash	$	31,029	$	—	$	31,029
Accounts receivable, net		160,840		—		160,840
Inventories		133,789		—		133,789
Accounts payable		123,549		—		123,549
Accrued liabilities		70,017		4,041		74,058
Total debt		208,500		431,000		639,500

	January 3, 2009
	Associated				AMH
	Materials		AMH		Consolidated
Cash	$	6,709	$	—	$	6,709
Accounts receivable, net		116,878		—		116,878
Inventories		141,170		—		141,170
Accounts payable		54,520		—		54,520
Accrued liabilities		54,449		—		54,449
Total debt		221,000		438,095		659,095

Selected Cash Flow Data (Unaudited) — Associated Materials (in thousands)

	Nine Months Ended
	October 3,		September 27,
	2009		2008
Net cash provided by operating activities	$	100,677	$	9,007
Capital expenditures		4,243		9,774
Dividend paid to fund semi-annual interest payment on AMH II’s 13 5/8% senior notes		4,269		8,311
Dividend paid to fund semi-annual interest payment on AMH’s 11 1/4% senior notes		24,244		—
Issuance of new senior notes		20,000		—
Net repayments under the Company’s ABL Facility		32,500		—
Cash paid for interest		10,338		11,536
Cash paid for income taxes		8,924		15,541

12