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): May 14, 2010

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 May 14, 2010, 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 first quarter ended April 3, 2010. 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 May 14, 2010, 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: May 18, 2010	By:	/s/ Stephen E. Graham
		Stephen E. Graham
		Vice President — Chief Financial Officer, Treasurer and Secretary

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EX-99.1

Exhibit 99.1

NEWS RELEASE

ASSOCIATED MATERIALS AND AMH HOLDINGS
REPORT FIRST QUARTER RESULTS

CUYAHOGA FALLS, Ohio, May 14, 2010 — Associated Materials (the “Company”) today announced results for its first quarter ended April 3, 2010. Financial highlights are as follows:

• Net sales for the quarter ended April 3, 2010 were $204.2 million, an 18.5% increase from net sales of $172.3 million for the same period in 2009.

• Adjusted EBITDA was positive $6.8 million for the first quarter of 2010 compared to negative $12.6 million for the same period in 2009.

Tom Chieffe, President and Chief Executive Officer, commented, “The building products industry has shown improvement in the first quarter of 2010 as compared to the same period in 2009. Our continued focus on pricing discipline, quality, delivery, expanding our customer base across all existing product categories, growth of third-party complementary products, installation services, and the introduction of new, innovative products has resulted in an 18.5% growth in sales during the quarter. On the operations side, we have continued our cost reduction and efficiency improvement initiatives in manufacturing and procurement practices which has resulted in positive EBITDA margins during the first quarter, which historically has been a challenging time period due to seasonal demands. Throughout the remainder of 2010, we will continue these initiatives and ensure that the Company is positioned to take full advantage of the market as it continues to recover.”

Earnings Conference Call

Management will host its first quarter earnings conference call on Friday, May 14th at 11 a.m. Eastern Time. The toll free dial-in number for the call is (866) 469-0038 and the conference call identification number is 71565690. A replay of the call will be available through May 21st by dialing (800) 642-1687 and entering the above conference call identification number. The conference call and replay will also be available via webcast, which along with this news release can be accessed via the Company’s web site at http://www.associatedmaterials.com.

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ASSOCIATED MATERIALS, LLC
AMH HOLDINGS, LLC
Unaudited Condensed Consolidating Statement of Operations
Quarter Ended April 3, 2010
(in thousands)

	Associated								AMH
	Materials			AMH			Eliminations		Consolidated
Net sales	$	204,237		$	—		$	—	$	204,237
Gross profit		48,439			—			—		48,439
Selling, general and administrative expenses		47,481			—			—		47,481
Income from operations		958			—			—		958
Interest expense, net		6,241			12,376			—		18,617
Foreign currency (gain)		(122	)		—			—		(122	)
Loss before income taxes		(5,161	)		(12,376	)		—		(17,537	)
Income taxes (benefit)		(1,934	)		3,012			—		1,078
Loss before equity loss from subsidiaries		(3,227	)		(15,388	)		—		(18,615	)
Equity loss from subsidiaries		—			(3,227	)		3,227		—
Net loss	$	(3,227	)	$	(18,615	)	$	3,227	$	(18,615	)
Other Data:
EBITDA (a)	$	6,713
Adjusted EBITDA (a)		6,816

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ASSOCIATED MATERIALS, LLC
AMH HOLDINGS, LLC
Unaudited Condensed Consolidating Statement of Operations
Quarter Ended April 4, 2009
(in thousands)

	Associated								AMH
	Materials			AMH			Eliminations		Consolidated
Net sales	$	172,332		$	—		$	—	$	172,332
Gross profit		30,253			—			—		30,253
Selling, general and administrative expenses		48,498			—			—		48,498
Loss from operations		(18,245	)		—			—		(18,245	)
Interest expense, net		5,338			12,348			—		17,686
Foreign currency loss		52			—			—		52
Loss before income taxes		(23,635	)		(12,348	)		—		(35,983	)
Income taxes (benefit)		(9,170	)		8,175			—		(995	)
Loss before equity loss from subsidiaries		(14,465	)		(20,523	)		—		(34,988	)
Equity loss from subsidiaries		—			(14,465	)		14,465		—
Net loss	$	(14,465	)	$	(34,988	)	$	14,465	$	(34,988	)
Other Data:
EBITDA (a)	$	(12,856	)
Adjusted EBITDA (a)		(12,621	)

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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 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.

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

	Quarters Ended
	(Unaudited)
	April 3,			April 4,
	2010			2009
Net loss	$	(3,227	)	$	(14,465	)
Interest expense, net		6,241			5,338
Income tax benefit		(1,934	)		(9,170	)
Depreciation and amortization		5,633			5,441
EBITDA		6,713			(12,856	)
Amortization of management fee (b)		—			125
Tax restructuring costs (c)		88			—
Bank audit fees (d)		15			110
Adjusted EBITDA	$	6,816		$	(12,621	)

(b)	Represents amortization of a prepaid management fee paid to Investcorp International Inc. in connection with the December 2004 recapitalization transaction.
(c)	Represents legal and accounting fees incurred in connection with a 2009 tax restructuring project.
(d)	Represents bank audit fees incurred under the Company’s ABL Facility.

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Company Description

Associated Materials is a leading, vertically integrated manufacturer and distributor of exterior residential building products in the United States and Canada. The Company’s core products include vinyl windows, vinyl siding, aluminum trim coil, and aluminum and steel siding and accessories, which are produced at the Company’s 11 manufacturing facilities. The Company distributes these products, as well as third-party manufactured products, through its extensive dual distribution network, consisting of 119 company-operated supply centers and approximately 250 independent distributors and dealers located throughout the United States and Canada. The third-party manufactured products which the Company distributes complement its exterior building product offerings and include roofing materials, insulation, exterior doors, vinyl siding in a shake and scallop design, and installation equipment and tools. 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, L.P. (“Harvest Partners”). For more information, please visit the Company’s website at http://www.associatedmaterials.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 9.875% notes and AMH’s 11.25% 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 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
Vice President — Chief Financial Officer, Treasurer and Secretary
(330) 922-7743

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Net Sales by Principal Product Offering (in thousands)

	Quarters Ended
	(Unaudited)
	April 3,		April 4,
	2010		2009
Vinyl windows	$	76,337	$	61,057
Vinyl siding products		39,356		35,588
Metal products		36,375		28,983
Third party manufactured products		37,563		32,716
Other products and services		14,606		13,988
	$	204,237	$	172,332

Selected Balance Sheet Data (in thousands)

	(Unaudited)
	April 3, 2010
	Associated				AMH
	Materials		AMH		Consolidated
Cash	$	23,682	$	—	$	23,682
Accounts receivable, net		123,760		—		123,760
Inventories		138,800		—		138,800
Accounts payable		106,340		—		106,340
Accrued liabilities		50,653		4,038		54,691
Total debt		225,615		431,000		656,615

	(Unaudited)
	January 2, 2010
	Associated				AMH
	Materials		AMH		Consolidated
Cash	$	55,855	$	—	$	55,855
Accounts receivable, net		114,355		—		114,355
Inventories		115,394		—		115,394
Accounts payable		87,580		—		87,580
Accrued liabilities		56,925		16,162		73,087
Total debt		207,552		431,000		638,552

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