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

November 9, 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))

TABLE OF CONTENTS

EX-99.1

Item 2.02. Results of Operations and Financial Condition

     On November 9, 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 third quarter and nine months ended September 29, 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 November 9, 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: November 9, 2007	By:	/s/ Cynthia L. Sobe Cynthia L. Sobe Vice President – Finance, Interim Chief Financial Officer, Treasurer and Secretary

EX-99.1

Exhibit 99.1

NEWS RELEASE

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

CUYAHOGA FALLS, Ohio, November 9 — Associated Materials Incorporated (“AMI” or the “Company”) today announced results for the quarter and nine months ended September 29, 2007. Financial highlights are as follows:

• Net sales for the quarter ended September 29, 2007 were $349.6 million, a 1.8% increase from net sales of $343.4 million for the same period in 2006. For the nine months ended September 29, 2007, net sales were $905.7 million, or 4.8% lower than net sales of $951.0 million for the same period in 2006.

• Net income for the third quarter of 2007 was $17.4 million compared to net income of $14.6 million for the same period in 2006. For the nine months ended September 29, 2007, net income was $29.8 million compared to net income of $31.0 million for the same period in 2006.

• Adjusted EBITDA was $44.0 million for the third quarter of 2007 compared to adjusted EBITDA of $40.0 million for the same period in 2006. For the nine months ended September 29, 2007, adjusted EBITDA was $93.5 million compared to adjusted EBITDA of $95.9 million for the same period in 2006. A reconciliation of net income to adjusted EBITDA is included below.

• Repaid $29.0 million of term debt and the remaining $10.0 million balance of revolving loans under the Company’s credit facility during the third quarter of 2007.

Tom Chieffe, President and Chief Executive Officer, commented, “I am pleased with our performance given the current state of the housing market and building products industry. Our third quarter of 2007 marked the highest third quarter adjusted EBITDA in Company history. The various cost reduction initiatives we have implemented across the entire business have allowed us to sustain our EBITDA performance and should position us for improved profitability when macroeconomic conditions improve.”

Earnings Conference Call

Management will host its third quarter earnings conference call on Friday, November 9^th at 11 a.m. Eastern Time. The toll free dial-in number for the call is (800) 640-9765 and the conference call identification number is 19497755. A replay of the call will be available through November 16^th 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.

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ASSOCIATED MATERIALS INCORPORATED
AMH HOLDINGS, INC.
Condensed Consolidating Statement of Operations
(Unaudited)
Quarter Ended September 29, 2007
(in thousands)

										AMH
	AMI			AMH			Eliminations			Consolidated
	Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended
	September 29,			September 29,			September 29,			September 29,
	2007			2007			2007			2007
Net sales	$	349,603		$	—		$	—		$	349,603
Gross profit		91,557			—			—			91,557
Selling, general and administrative expense		53,128			—			—			53,128
Income from operations		38,429			—			—			38,429
Interest expense, net		7,306			10,530			—			17,836
Foreign currency gains		(116	)		—			—			(116	)
Income (loss) before income taxes		31,239			(10,530	)		—			20,709
Income taxes (benefit)		13,840			(1,548	)		—			12,292
Income (loss) before equity income from subsidiaries		17,399			(8,982	)		—			8,417
Equity income from subsidiaries		—			17,399			(17,399	)		—
Net income	$	17,399		$	8,417		$	(17,399	)	$	8,417
Other Data:
EBITDA (a)	$	44,024
Adjusted EBITDA (a)		44,033

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ASSOCIATED MATERIALS INCORPORATED
AMH HOLDINGS, INC.
Condensed Consolidating Statement of Operations
(Unaudited)
Quarter Ended September 30, 2006
(in thousands)

									AMH
	AMI		AMH			Eliminations			Consolidated
	Quarter Ended		Quarter Ended			Quarter Ended			Quarter Ended
	September 30,		September 30,			September 30,			September 30,
	2006		2006			2006			2006
Net sales	$	343,402	$	—		$	—		$	343,402
Gross profit		85,095		—			—			85,095
Selling, general and administrative expense		50,692		—			—			50,692
Income from operations		34,403		—			—			34,403
Interest expense, net		8,234		9,466			—			17,700
Foreign currency loss		99		—			—			99
Income (loss) before income taxes		26,070		(9,466	)		—			16,604
Income taxes (benefit)		11,486		(2,510	)		—			8,976
Income (loss) before equity income from subsidiaries		14,584		(6,956	)		—			7,628
Equity income from subsidiaries		—		14,584			(14,584	)		—
Net income	$	14,584	$	7,628		$	(14,584	)	$	7,628
Other Data:
EBITDA (a)	$	39,729
Adjusted EBITDA (a)		39,953

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ASSOCIATED MATERIALS INCORPORATED
AMH HOLDINGS, INC.
Condensed Consolidating Statement of Operations
(Unaudited)
Nine Months Ended September 29, 2007
(in thousands)

										AMH
	AMI			AMH			Eliminations			Consolidated
	Nine Months			Nine Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	September 29,			September 29,			September 29,			September 29,
	2007			2007			2007			2007
Net sales	$	905,718		$	—		$	—		$	905,718
Gross profit		230,339			—			—			230,339
Selling, general and administrative expense		155,472			—			—			155,472
Income from operations		74,867			—			—			74,867
Interest expense, net		21,615			30,854			—			52,469
Foreign currency gains		(216	)		—			—			(216	)
Income (loss) before income taxes		53,468			(30,854	)		—			22,614
Income taxes (benefit)		23,688			(10,197	)		—			13,491
Income (loss) before equity income from subsidiaries		29,780			(20,657	)		—			9,123
Equity income from subsidiaries		—			29,780			(29,780	)		—
Net income	$	29,780		$	9,123		$	(29,780	)	$	9,123
Other Data:
EBITDA (a)	$	91,454
Adjusted EBITDA (a)		93,480

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ASSOCIATED MATERIALS INCORPORATED
AMH HOLDINGS, INC.
Condensed Consolidating Statement of Operations
(Unaudited)
Nine Months Ended September 30, 2006
(in thousands)

										AMH
	AMI			AMH			Eliminations			Consolidated
	Nine Months			Nine Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	September 30,			September 30,			September 30,			September 30,
	2006			2006			2006			2006
Net sales	$	951,011		$	—		$	—		$	951,011
Gross profit		231,440			—			—			231,440
Selling, general and administrative expense		154,159			—			—			154,159
Facility closure costs, net		(92	)		—			—			(92	)
Income from operations		77,373			—			—			77,373
Interest expense, net		23,957			27,737			—			51,694
Foreign currency gains		(865	)		—			—			(865	)
Income (loss) before income taxes		54,281			(27,737	)		—			26,544
Income taxes (benefit)		23,307			(9,539	)		—			13,768
Income (loss) before equity income from subsidiaries		30,974			(18,198	)		—			12,776
Equity income from subsidiaries		—			30,974			(30,974	)		—
Net income	$	30,974		$	12,776		$	(30,974	)	$	12,776
Other Data:
EBITDA (a)	$	94,419
Adjusted EBITDA (a)		95,949

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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, AMI’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 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):

						Nine Months			Nine Months
	Quarter Ended			Quarter Ended		Ended			Ended
	September 29,			September 30,		September 29,			September 30,
	2007			2006		2007			2006
Net income	$	17,399		$	14,584	$	29,780		$	30,974
Interest expense, net		7,306			8,234		21,615			23,957
Income taxes		13,840			11,486		23,688			23,307
Depreciation and amortization		5,479			5,425		16,371			16,181
EBITDA		44,024			39,729		91,454			94,419
Foreign currency (gains) loss		(116	)		99		(216	)		(865	)
Separation costs (b)		—			—		699			2,085
Amortization of management fee (c)		125			125		375			375
Transaction costs (d)		—			—		1,168			—
Stock compensation expense		—			—		—			27
Facility closure costs, net (e)		—			—		—			(92	)
Adjusted EBITDA	$	44,033		$	39,953	$	93,480		$	95,949

(b) For the nine months ended September 29, 2007, amount represents separation costs, including payroll taxes, related to the resignation of Mr. Deighton, former Chief Operating Officer of the Company. For the nine months ended September 30, 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.

(d) Represents legal and accounting fees incurred in connection with an unsuccessful bid for an acquisition target.

(e) Amounts recorded during 2006 include the gain realized upon the final sale of the Company’s former manufacturing facility in Freeport, Texas, partially offset by other non-recurring expenses associated with the closure of this facility.

6

Results of Operations

Net sales increased 1.8%, or $6.2 million, during the third quarter of 2007 compared to the same period in 2006 primarily due to growth in third party manufactured product sales, improved unit volumes in the Company’s vinyl window operations, and the benefit from the stronger Canadian dollar, partially offset by decreased unit volumes in the Company’s vinyl siding operations. During the third quarter of 2007 compared to the same period in 2006, vinyl window unit volumes increased by 2%, while vinyl siding unit volumes decreased by 5%. Gross profit in the third quarter of 2007 was $91.6 million, or 26.2% of net sales, compared to gross profit of $85.1 million, or 24.8% of net sales, for the same period in 2006. The increase in gross profit as a percentage of net sales was primarily a result of the Company’s cost reduction initiatives, procurement savings and the benefit from the stronger Canadian dollar. Selling, general and administrative expense increased to $53.1 million, or 15.2% of net sales, for the third quarter of 2007 versus $50.7 million, or 14.8% of net sales, for the same period in 2006. The increase in selling, general and administrative expense was due primarily to increased expenses in the Company’s supply center network, including increased payroll costs and building and truck lease expenses, as well as increased marketing expenses, offset partially by headcount reductions implemented in the prior year. Income from operations was $38.4 million for the third quarter of 2007 compared to $34.4 million for the same period in 2006.

Net sales decreased by 4.8%, or $45.3 million, for the nine months ended September 29, 2007 compared to the same period in 2006 primarily due to lower sales volumes in the Company’s vinyl siding operations, partially offset by growth in third party manufactured product sales and the benefit from the stronger Canadian dollar. Unit volumes in the Company’s vinyl siding and window operations decreased from the same period in 2006 by 13% and 2%, respectively. Gross profit for the nine months ended September 29, 2007 was $230.3 million, or 25.4% of net sales, compared to gross profit of $231.4 million, or 24.3% of net sales, for the same period in 2006. The increase in gross profit as a percentage of net sales was primarily a result of the net favorable impact of selling prices versus commodity costs, the Company’s cost reduction initiatives and procurement savings, as well as the benefit from the stronger Canadian dollar. Selling, general and administrative expense increased to $155.5 million, or 17.2% of net sales, for the nine months ended September 29, 2007 versus $154.2 million, or 16.2% of net sales, for the same period in 2006. Selling, general and administrative expense for the nine months ended September 29, 2007 includes $0.7 million of separation costs related to the resignation of the Company’s former Chief Operating Officer and $1.2 million of transaction costs relating to an unsuccessful bid for an acquisition target, while selling, general and administrative expense for the nine months ended September 30, 2006 includes $2.1 million of separation costs related to the resignation of the Company’s former Chief Executive Officer. Excluding these costs, selling, general and administrative expense for the nine months ended September 29, 2007 increased $1.5 million compared to the same period in 2006. The increase in selling, general and administrative expense was due primarily to increased consulting expenses associated with the Company’s cost reduction initiatives in its manufacturing operations, increased

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marketing expenses, and the impact of the stronger Canadian dollar, offset partially by headcount reductions implemented in the prior year along with decreases in EBITDA-based incentive compensation programs. Income from operations was $74.9 million for the nine months ended September 29, 2007 compared to $77.4 million for the same period in 2006.

The consolidating financial information included herein for the quarters and nine months ended September 29, 2007 and September 30, 2006 includes AMI and its 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 income was $8.4 million and $7.6 million for the third quarters of 2007 and 2006, respectively. For the nine months ended September 29, 2007, AMH’s consolidated net income was $9.1 million compared to net income of $12.8 million for the same period in 2006.

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 $82.9 million by September 29, 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 $706.9 million as of September 29, 2007.

Company Description

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 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.

Investcorp is a leading provider and manager of alternative investment products. It has offices in New York, London and Bahrain and is publicly traded on the London Stock Exchange (IVC) and Bahrain Stock Exchange (INVCORP). Investcorp has five lines of business: private equity, hedge funds, real estate, technology investment and Gulf growth capital. Founded in 1982, Investcorp has grown to become one of the largest and most diverse alternative investment managers in terms of both product offerings and geography. It currently has over $10 billion in invested assets under management. Further information is available at www.investcorp.com.

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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.

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 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:
Cyndi Sobe
Interim Chief Financial Officer
Vice President, Finance
(330) 922-7743

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

					Nine Months		Nine Months
	Quarter Ended		Quarter Ended		Ended		Ended
	September 29,		September 30,		September 29,		September 30,
	2007		2006		2007		2006
Vinyl windows	$	116,305	$	112,215	$	307,022	$	305,805
Vinyl siding products		86,115		89,843		221,531		256,591
Metal products		65,241		62,301		167,287		172,233
Third party manufactured products		60,405		53,951		151,967		145,837
Other products and services		21,537		25,092		57,911		70,545
	$	349,603	$	343,402	$	905,718	$	951,011

Selected Balance Sheet Data (in thousands)

	(Unaudited)
	September 29, 2007
					AMH
	AMI		AMH		Consolidated
Cash	$	13,609	$	—	$	13,609
Accounts receivable, net		179,774		—		179,774
Inventories		153,170		—		153,170
Accounts payable		109,871		—		109,871
Accrued liabilities		73,604		—		73,604
Total debt		242,000		382,032		624,032

	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)

	Nine Months		Nine Months
	Ended		Ended
	September 29,		September 30,
	2007		2006
Net cash provided by operating activities	$	43,091	$	26,906
Capital expenditures		7,297		11,876
Dividend paid to fund semi-annual interest payment on AMH II’s 13 5/8% senior notes		8,018		7,735
Cash paid for interest		15,231		17,467
Cash paid for income taxes		11,699		13,801

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