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

May 11, 2007
Date of Report (Date of earliest event reported)

ASSOCIATED MATERIALS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-24956	75-1872487
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

3773 State Road
Cuyahoga Falls, Ohio 44223
(Address of Principal Executive Offices)

(330) 929-1811
(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

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 11, 2007, Associated Materials Incorporated (“AMI”) and AMH Holdings, Inc. (“AMH”), the indirect parent company of AMI, issued a press release announcing their financial results for the first quarter ended March 31, 2007. 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 11, 2007, issued by AMI and AMH.

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 INCORPORATED
DATE: May 11, 2007	By:	/s/ D. Keith LaVanway
		D. Keith LaVanway
		Vice President – Finance, Chief Financial Officer, Treasurer and Secretary

EX-99.1

Exhibit 99.1

NEWS RELEASE

ASSOCIATED MATERIALS INCORPORATED AND AMH HOLDINGS, INC.
REPORT FIRST QUARTER RESULTS

CUYAHOGA FALLS, Ohio, May 11 — Associated Materials Incorporated (“AMI” or the “Company”) today announced first quarter 2007 net sales of $218.2 million, a 15.9% decrease over net sales of $259.3 million for the same period in 2006. Net loss for the first quarter of 2007 was $4.6 million. This compares to net income of $0.1 million for the same period in 2006.

EBITDA (as defined below) for the first quarter of 2007 was $4.0 million compared to EBITDA of $13.3 million for the same period in 2006. Adjusted EBITDA (as defined below) for the first quarter of 2007 was $4.9 million compared to adjusted EBITDA of $15.7 million for the same period in 2006. Adjusted EBITDA for the first quarter of 2007 excludes separation costs of $0.7 million related to the resignation of the Company’s former Chief Operating Officer and $0.1 million of amortization related to prepaid management fees. Adjusted EBITDA for the same period in 2006 excludes separation costs of $2.1 million related to the resignation of the Company’s former Chief Executive Officer, $0.1 million of amortization related to prepaid management fees, and $0.2 million of foreign currency losses. A reconciliation of net income (loss) to EBITDA and to adjusted EBITDA is included below.

Tom Chieffe, President and Chief Executive Officer, commented, “AMI’s results for the quarter reflect the difficult macroeconomic conditions currently being faced by the building products industry, which we expect to continue for the foreseeable future. We continue to drive cost reduction and working capital initiatives to counteract the volume issues as well as position us for growth when market conditions improve.”

Results of Operations

Net sales decreased 15.9%, or $41.1 million, during the first quarter of 2007 compared to the same period in 2006 due to lower sales volumes across all product categories. Unit volumes in the Company’s vinyl siding and window operations decreased from the prior year first quarter by 25% and 11%, respectively. The Company believes that its unit volumes for the first quarter of 2007 were negatively impacted by the difficult macroeconomic environment experienced in the U.S housing market. Gross profit in the first quarter of 2007 was $47.7 million, or 21.9% of net sales, compared to gross profit of $59.1 million, or 22.8% of net sales, for the same period in 2006. The decrease in gross profit as a percentage of net sales was a result of reduced leverage of fixed manufacturing costs due to lower sales volumes. Selling, general and administrative expense decreased to $49.1 million, or 22.5% of net sales, for the first quarter of 2007 versus $51.0 million, or 19.7% of net sales, for the same period in 2006. Selling, general and administrative expense for the quarter ended March 31, 2007, includes $0.7 million of separation costs

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related to the resignation of the Company’s former Chief Operating Officer while selling, general and administrative expense for the quarter ended April 1, 2006, includes $2.1 million of separation costs related to the resignation of the Company’s former Chief Executive Officer. Excluding these separation costs, selling, general and administrative expense for the first quarter of 2007 decreased $0.5 million compared to the same period in 2006. The decrease in selling, general and administrative expense was due primarily to the benefit of headcount reductions implemented in the prior year, offset partially by increased consulting expenses associated with the Company’s cost reduction initiatives in its manufacturing operations. The Company incurred a loss from operations of $1.4 million in the first quarter of 2007 compared to income from operations of $8.1 million in the first quarter of 2006.

The attached consolidating financial information for the quarters ended March 31, 2007 and April 1, 2006 includes AMI and the Company’s indirect parent company, AMH Holdings, Inc. (“AMH”), which conducts all of its operating activities through AMI. Including AMH’s interest expense, which primarily consists of the accretion on AMH’s 11 1/4% senior discount notes, AMH’s consolidated net loss was $6.3 million and $4.2 million for the first quarters of 2007 and 2006, respectively.

In connection with the December 2004 recapitalization transaction, AMH’s parent AMH Holdings II, Inc. (“AMH II”) was formed, and AMH II subsequently issued $75 million of senior notes in December 2004. The AMH II senior notes, which had accreted to $81.4 million by March 31, 2007, are not guaranteed by either AMI or AMH. The senior notes accrue interest at 13 5/8%, of which 10% is paid currently in cash and 3 5/8% accrues to the value of the senior notes. 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. Total AMH II long-term debt, including that of its consolidated subsidiaries, was $732.8 million as of March 31, 2007.

* * *

Management will host its first quarter earnings conference call on Friday, May 11^th at 11 a.m. Eastern Time. The toll free dial-in number for the call is (866) 418-3599 and the conference call identification number is 17673410. A replay of the call will be available through May 18, 2007 by dialing (877) 213-9653 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.

* * *

Associated Materials Incorporated is a leading manufacturer of exterior residential building products, which are distributed through company-owned distribution centers and independent distributors across North America. AMI 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. AMI is a privately held, wholly-owned subsidiary of

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Associated Materials Holdings Inc., 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. and Harvest Partners, Inc. For more information, please visit the company’s website at http://www.associatedmaterials.com.

Founded in 1982, Investcorp is a global investment group with offices in New York, London and Bahrain. The firm has four lines of business: corporate investment, real estate investment, asset management and technology investment. It has completed transactions with a total acquisition value of more than $28 billion. For more information on Investcorp please visit its website at http://www.investcorp.com.

Harvest Partners is a private equity investment firm with a long track record of building value in businesses and generating attractive returns on investment. Founded in 1981, Harvest Partners has approximately $1 billion of invested capital under management. For more information on Harvest Partners please visit its website at http://www.harvpart.com.

     This press release contains certain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to AMI and AMH that are based on the beliefs of AMI’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 AMI’s and AMH’s management. The following factors, and others which are discussed in AMI’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 industry, general economic conditions, interest rates, foreign currency exchange rates, changes in the availability of consumer credit, employment trends, levels of consumer confidence, 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 loan documents governing its indebtedness, 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, increase 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. 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:
D. Keith LaVanway	Cyndi Sobe
Chief Financial Officer	Vice President, Finance
(330) 922-2004	(330) 922-7743

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ASSOCIATED MATERIALS INCORPORATED
AMH HOLDINGS, INC.
Condensed Consolidating Statement of Operations
(Unaudited)
Quarter Ended March 31, 2007

									AMH
	AMI			AMH			Eliminations		Consolidated
	Quarter Ended			Quarter Ended			Quarter Ended		Quarter Ended
	March 31,			March 31,			March 31,		March 31,
	2007			2007			2007		2007
Net sales	$	218,164		$	—		$	—	$	218,164
Gross profit		47,716			—			—		47,716
Selling, general and administrative expense		49,100			—			—		49,100
Loss from operations		(1,384	)		—			—		(1,384	)
Interest expense, net		6,993			9,983			—		16,976
Foreign currency gain		(6	)		—			—		(6	)
Loss before income taxes		(8,371	)		(9,983	)		—		(18,354	)
Income taxes (benefit)		(3,733	)		(8,362	)		—		(12,095	)
Loss before equity loss from subsidiaries		(4,638	)		(1,621	)		—		(6,259	)
Equity loss from subsidiaries		—			(4,638	)		4,638		—
Net loss	$	(4,638	)	$	(6,259	)	$	4,638	$	(6,259	)
Other Data:
EBITDA (a)	$	4,048
Adjusted EBITDA (a)		4,866

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ASSOCIATED MATERIALS INCORPORATED
AMH HOLDINGS, INC.
Condensed Consolidating Statement of Operations
(Unaudited)
Quarter Ended April 1, 2006

									AMH
	AMI		AMH			Eliminations			Consolidated
	Quarter Ended		Quarter Ended			Quarter Ended			Quarter Ended
	April 1,		April 1,			April 1,			April 1,
	2006		2006			2006			2006
Net sales	$	259,280	$	—		$	—		$	259,280
Gross profit		59,104		—			—			59,104
Selling, general and administrative expense		51,014		—			—			51,014
Income from operations		8,090		—			—			8,090
Interest expense, net		7,726		8,975			—			16,701
Foreign currency loss		159		—			—			159
Income (loss) before income taxes		205		(8,975	)		—			(8,770	)
Income taxes (benefit)		89		(4,615	)		—			(4,526	)
Income (loss) before equity income from subsidiaries		116		(4,360	)		—			(4,244	)
Equity income from subsidiaries		—		116			(116	)		—
Net income (loss)	$	116	$	(4,244	)	$	(116	)	$	(4,244	)
Other Data:
EBITDA (a)	$	13,311
Adjusted EBITDA (a)		15,680

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Selected Balance Sheet Data (in thousands)

	(Unaudited)
	March 31, 2007
					AMH
	AMI		AMH		Consolidated
Cash	$	6,580	$	—	$	6,580
Accounts receivable, net		131,560		—		131,560
Inventories		147,278		—		147,278
Accounts payable		85,437		—		85,437
Accrued liabilities		52,013		—		52,013
Total debt		289,737		361,687		651,424

	December 30, 2006
					AMH
	AMI		AMH		Consolidated
Cash	$	15,015	$	—	$	15,015
Accounts receivable, net		135,539		—		135,539
Inventories		134,319		—		134,319
Accounts payable		78,492		—		78,492
Accrued liabilities		64,764		—		64,764
Total debt		271,000		351,967		622,967

Selected Cash Flow Data for AMI (Unaudited) (in thousands)

	Quarter			Quarter
	Ended			Ended
	March 31,			April 1,
	2007			2006
Net cash used in operating activities	$	(20,593	)	$	(17,175	)
Capital expenditures		1,793			2,456
Dividend paid to fund semi-annual interest payment on AMH II’s 13 5/8% senior notes		3,973			3,833
Borrowings under AMI’s revolving loan		18,737			14,703
Cash paid for interest		2,077			2,732
Cash paid for income taxes		5,405			4,050

(a) EBITDA is calculated as net income (loss) plus interest, taxes, depreciation and amortization. Adjusted EBITDA excludes certain items. The Company considers adjusted EBITDA to be an important indicator of its operational strength and performance of its business. The Company has included adjusted EBITDA because it is a key financial measure used by management to (i) assess the Company’s ability to service its debt and / or incur debt and meet the Company’s capital expenditure requirements; (ii) internally measure the Company’s operating performance; and (iii) determine the Company’s incentive compensation programs. In addition, the Company’s credit facility has certain covenants that use ratios utilizing this measure of adjusted EBITDA. EBITDA and adjusted EBITDA have not been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Adjusted EBITDA as presented by the Company may not be comparable to similarly titled measures reported by other companies. Such supplementary adjustments to EBITDA may not be in accordance with current SEC practices or the rules and regulations adopted by the SEC that apply to periodic reports filed under the Securities Exchange Act of 1934. Accordingly, the SEC may require that adjusted EBITDA be presented differently in filings made with the SEC than as presented in this release, or not be presented at all. EBITDA and adjusted EBITDA are not measures determined in accordance with GAAP and should not be considered as alternatives to, or more meaningful than, net income (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) or as a measure of the Company’s liquidity. The reconciliation of the Company’s net income (loss) to EBITDA and adjusted EBITDA is as follows (in thousands):

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	Quarter			Quarter
	Ended			Ended
	March 31,			April 1,
	2007			2006
Net income (loss)	$	(4,638	)	$	116
Interest expense, net		6,993			7,726
Income taxes (benefit)		(3,733	)		89
Depreciation and amortization		5,426			5,380
EBITDA		4,048			13,311
Foreign currency (gain) loss		(6	)		159
Separation costs (b)		699			2,085
Amortization of management fee (c)		125			125
Adjusted EBITDA	$	4,866		$	15,680

(b)

For the quarter ended March 31, 2007, amount represents separation costs, including payroll taxes, related to the resignation of Mr. Deighton, former Chief Operating Officer of the Company. For the quarter ended April 1, 2006, amount represents separation costs, including payroll taxes and benefits, related to the resignation of Mr. Caporale, former Chairman, President and Chief Executive Officer of the Company by mutual agreement with the Company’s Board of Directors.

(c)

Represents amortization of a prepaid management fee of $6 million paid to Investcorp International Inc. in connection with the December 2004 recapitalization transaction. The Company is expensing the prepaid management fee based on the services provided over the life of the agreement, as defined in the Management Advisory Agreement with Investcorp International Inc. In accordance with the Management Advisory Agreement, the Company recorded $4 million as expense for the year ended December 31, 2005, with the remaining unamortized amount to be expensed equally over the remaining four-year term of the agreement.

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