UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~April 3, ~~2009~~2010


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

(Exact Name of Registrant as Specified in Its Charter)


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)

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

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þo No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer þ ~~Smaller reporting company o~~ (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of ~~October~~May 267, ~~2009~~2010, all of the registrant’s membership interests outstanding were held by an an affiliate of the Registrant.

AMH HOLDINGS, LLC REPORT FOR THE QUARTER ENDED ~~OCTOBER~~APRIL 3, ~~2009~~2010

	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance SheetsOctober 3, 2009 and January 3, 2009		1
Unaudited Condensed Consolidated Balance Sheets April 3, 2010 and January 2, 2010		1
Unaudited Consolidated Statements of OperationsQuarters ended October 3, 2009 and September 27, 2008 Nine months ended October 3, 2009 and September 27, 2008		2
Unaudited Condensed Consolidated Statements of Operations Quarters ended April 3, 2010 and April 4, 2009		2
Unaudited Condensed Consolidated Statements of Cash FlowsNine months ended October 3, 2009 and September 27, 2008		3
Unaudited Condensed Consolidated Statements of Cash Flows Quarters ended April 3, 2010 and April 4, 2009		3
Notes to Unaudited Condensed Consolidated Financial Statements		4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2018
Item 3. Quantitative and Qualitative Disclosures About Market Risk		30
Item 4. Controls and Procedures		3130
PART II. OTHER INFORMATION
Item 6. Exhibits		32
SIGNATURES		33
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AMH HOLDINGS, LLC

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS ~~(In thousands)~~

	October 3,			January 3,
	2009			2009
Assets
Current assets:
Cash and cash equivalents	$	31,029		$	6,709
Accounts receivable, net		160,840			116,878
Inventories		133,789			141,170
Deferred income taxes		12,183			12,183
Prepaid expenses		8,458			10,486
Total current assets		346,299			287,426
Property, plant and equipment, net		108,822			115,156
Goodwill		231,285			231,358
Other intangible assets, net		96,854			99,131
Receivable from parent		27,035			—
Other assets		19,587			17,650
Total assets	$	829,882		$	750,721
Liabilities and Member’s Equity
Current liabilities:
Accounts payable	$	123,549		$	54,520
Payable to parent		16,975			10,526
Accrued liabilities		74,058			54,449
Income taxes payable		10,205			6,578
Total current liabilities		224,787			126,073
Deferred income taxes		36,386			45,346
Other liabilities		58,815			53,655
Long-term debt		639,500			659,095
Member’s equity		(129,606	)		(133,448	)
Total liabilities and member’s equity	$	829,882		$	750,721

(In thousands)


	April 3,			January 2,
	2010			2010

Assets
Current assets:
Cash and cash equivalents	$	23,682		$	55,855
Accounts receivable, net		123,760			114,355
Inventories		138,800			115,394
Deferred income taxes		3,341			3,341
Income taxes receivable		1,243			—
Prepaid expenses		9,580			8,945

Total current assets		300,406			297,890

Property, plant and equipment, net		110,533			109,037
Goodwill		231,234			231,263
Other intangible assets, net		95,350			96,081
Receivable from parent		27,440			27,237
Other assets		23,281			24,217

Total assets	$	788,244		$	785,725


Liabilities and Member’s Equity (Deficit)
Current liabilities:
Accounts payable	$	106,340		$	87,580
Payable to parent		14,256			14,848
Accrued liabilities		54,691			73,087
Deferred income taxes		2,312			2,312
Income taxes payable		—			1,112

Total current liabilities		177,599			178,939

Deferred income taxes		36,349			34,977
Other liabilities		61,259			61,326
Long-term debt		656,615			638,552
Member’s deficit		(143,578	)		(128,069	)

Total liabilities and member’s deficit	$	788,244		$	785,725

See accompanying notes to unaudited condensed consolidated financial statements.

AMH HOLDINGS, LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ~~(In thousands)~~

	Quarters Ended						Nine Months Ended
	October 3,			September 27,			October 3,			September 27,
	2009			2008			2009			2008
Net sales	$	324,807		$	342,678		$	772,108		$	858,368
Cost of sales		226,998			256,092			566,065			648,177
Gross profit		97,809			86,586			206,043			210,191
Selling, general and administrative expense		53,323			55,898			153,118			158,888
Gain on debt extinguishment		—			—			8,897			—
Manufacturing restructuring costs		—			—			5,255			1,783
Income from operations		44,486			30,688			56,567			49,520
Interest expense, net		18,379			17,311			54,080			51,707
Foreign currency gain (loss)		(112	)		(238	)		110			(328	)
Income (loss) before income taxes		25,995			13,139			2,597			(2,515	)
Income taxes (benefit)		1,058			14,210			3,312			(896	)
Net income (loss)	$	24,937		$	(1,071	)	$	(715	)	$	(1,619	)

(In thousands)


	Quarters Ended
	April 3,			April 4,
	2010			2009
Net sales	$	204,237		$	172,332
Cost of sales		155,798			142,079

Gross profit		48,439			30,253
Selling, general and administrative expenses		47,481			48,498

Income (loss) from operations		958			(18,245	)
Interest expense, net		18,617			17,686
Foreign currency (gain) loss		(122	)		52

Loss before income taxes		(17,537	)		(35,983	)
Income taxes (benefit)		1,078			(995	)

Net loss	$	(18,615	)	$	(34,988	)

See accompanying notes to unaudited condensed consolidated financial statements.

AMH HOLDINGS, LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ~~(In thousands)~~

	Nine Months Ended
	October 3,			September 27,
	2009			2008
Operating Activities
Net loss	$	(715	)	$	(1,619	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		16,579			17,119
Provision for losses on accounts receivable		8,279			6,072
Amortization of deferred financing costs and accretion on senior discount notes		10,529			35,902
Amortization of management fee		375			375
Deferred income taxes		(9,641	)		(12,933	)
Non-cash portion of gain on debt extinguishment		(8,897	)		—
Non-cash portion of manufacturing restructuring costs		5,255			1,577
Loss on sale or disposal of assets other than by sale		57			1,967
Changes in operating assets and liabilities:
Accounts receivable		(48,471	)		(51,966	)
Inventories		11,058			(34,116	)
Accounts payable and accrued liabilities		83,548			50,410
Income taxes payable		4,028			(3,504	)
Other		4,449			(277	)
Net cash provided by operating activities		76,433			9,007
Investing Activities
Additions to property, plant and equipment		(4,243	)		(9,774	)
AMH II intercompany loan		(26,819	)		—
Proceeds from sale of assets		—			25
Net cash used in investing activities		(31,062	)		(9,749	)
Financing Activities
Net repayments under ABL Facility		(32,500	)		—
Issuance of senior subordinated notes		20,000			—
Financing costs		(5,014	)		—
Dividends paid		(4,269	)		(8,311	)
Net cash used in financing activities		(21,783	)		(8,311	)
Effect of exchange rate changes on cash and cash equivalents		732			(581	)
Net increase (decrease) in cash and cash equivalents		24,320			(9,634	)
Cash and cash equivalents at beginning of period		6,709			21,603
Cash and cash equivalents at end of period	$	31,029		$	11,969
Supplemental information:
Cash paid for interest	$	34,582		$	11,536
Cash paid for income taxes	$	8,924		$	15,541

(In thousands)


	Quarters Ended
	April 3,			April 4,
	2010			2009
Operating Activities
Net loss	$	(18,615	)	$	(34,988	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		5,633			5,441
Amortization of deferred financing costs		1,134			8,679
Amortization of management fee		—			125
Provision for losses on accounts receivable		1,000			2,335
Deferred income taxes		1,078			8,174
Non-cash interest income		(204	)		—
Debt accretion		63			—
Loss on sale or disposal of assets other than by sale		14			9
Changes in operating assets and liabilities:
Accounts receivable		(9,498	)		6,677
Inventories		(22,176	)		8,248
Accounts payable and accrued liabilities		(712	)		15,450
Income taxes receivable/payable and payable to parent		(2,967	)		(12,965	)
Other		183			1,770

Net cash (used in) provided by operating activities		(45,067	)		8,955

Investing Activities
Additions to property, plant and equipment		(5,050	)		(1,348	)

Net cash used in investing activities		(5,050	)		(1,348	)

Financing Activities
Net borrowings / (repayments) under ABL Facility		18,000			(3,500	)
Financing costs		—			(131	)
Dividends paid		—			(4,269	)

Net cash provided by (used in) financing activities		18,000			(7,900	)

Effect of exchange rate changes on cash and cash equivalents		(56	)		(41	)

Net decrease in cash and cash equivalents		(32,173	)		(334	)
Cash and cash equivalents at beginning of period		55,855			6,709

Cash and cash equivalents at end of period	$	23,682		$	6,375


Supplemental information:
Cash paid for interest	$	24,714		$	668

Cash paid for income taxes	$	2,966		$	3,795

See accompanying notes to unaudited condensed consolidated financial statements.

AMH HOLDINGS, LLC

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~FOR THE QUARTER ENDED OCTOBER 3, 2009 (Unaudited)~~

FOR THE QUARTER ENDED APRIL 3, 2010

Note 1 — Basis of Presentation

~~The~~Associated ~~unaudited~~Materials ~~condensed~~was ~~consolidated~~originally ~~financial~~formed ~~statements~~in ofDelaware ~~the Company have been prepared~~ in ~~accordance~~ ~~with~~1983 ~~U.S.~~and ~~generally~~is ~~accepted~~a ~~accounting principles for interim financial reporting~~leading, ~~the~~vertically ~~instructions~~integrated tomanufacturer ~~Form 10-Q,~~ and ~~Rule 10-01~~distributor of ~~Regulation S-X.~~exterior ~~Accordingly,~~residential ~~they~~building doproducts ~~not~~in ~~include~~the ~~all~~United ofStates ~~the information~~ and ~~footnotes required by U~~Canada.S. ~~generally~~Associated ~~accepted~~Materials’ ~~accounting~~core ~~principles~~products ~~for complete~~include ~~financial~~vinyl ~~statements. In the opinion of management~~windows, ~~these~~vinyl ~~interim condensed consolidated~~siding, ~~financial~~aluminum ~~statements~~trim ~~contain~~coil, ~~all~~and ofaluminum ~~the~~and ~~normal~~steel ~~recurring~~siding ~~accruals~~ and ~~adjustments~~accessories. ~~considered necessary~~Because ~~for~~most ~~a fair presentation~~ of the ~~unaudited~~Company’s building ~~results~~products ~~for~~are ~~the~~intended ~~quarter~~for ~~and~~exterior ~~nine months ended October 3~~use, ~~2009 and September 27, 2008. These financial statements should be read in conjunction with~~ the Company’s ~~audited~~sales ~~financial statements~~ and ~~notes~~operating ~~thereto~~profits ~~included~~tend ~~in its Annual Report on~~to ~~Form~~be ~~10-K~~lower ~~for~~during ~~the~~periods ~~year~~of ~~ended~~inclement ~~January 3, 2009~~weather. ATherefore, ~~detailed~~the ~~description~~results of ~~the~~operations ~~Company’s~~for ~~significant~~any interim ~~accounting~~period ~~policies~~are ~~and~~not ~~management~~necessarily ~~judgments~~indicative isof ~~located in~~ the ~~audited~~results ~~financial~~of ~~statements~~operations for ~~the year~~a ~~ended~~full ~~January 3, 2009, included in the Company’s Form 10-K filed with the Securities and Exchange Commission~~year.

The ~~Company~~unaudited iscondensed aconsolidated ~~leading,~~financial ~~vertically~~statements ~~integrated~~of ~~manufacturer~~the ~~and~~Company ~~North~~have ~~American~~been ~~distributor~~prepared ofin ~~exterior~~accordance ~~residential~~with ~~building products~~U.S. ~~The~~generally ~~Company’s~~accepted ~~core~~accounting ~~products~~principles ~~are~~for ~~vinyl~~interim ~~windows~~financial reporting, ~~vinyl~~the ~~siding,~~instructions ~~aluminum~~to ~~trim~~Form ~~coil~~10-Q, and ~~aluminum~~Rule 10-01 ~~and~~of ~~steel~~Regulation S-X. ~~siding~~Accordingly, they do not include all of the information and ~~accessories~~footnotes required by U.S. ~~Because~~generally ~~most~~accepted accounting principles for complete financial statements. In the opinion of management, these interim condensed consolidated financial statements contain all of the normal recurring accruals and adjustments considered ~~Company’s~~necessary ~~building~~for ~~products~~a ~~are~~fair ~~intended~~presentation of the unaudited results for ~~exterior~~the ~~use~~quarters ended April 3, 2010 and April 4, 2009. These financial statements should be read in conjunction with the Company’s ~~sales~~audited financial statements and ~~operating profits~~notes ~~tend~~thereto toincluded bein ~~lower~~its ~~during~~Annual ~~periods~~Report ofon ~~inclement~~Form ~~weather.~~10-K ~~Therefore,~~for the ~~results~~year ended January 2, 2010. A detailed description of ~~operations for~~the ~~any~~Company’s ~~interim~~significant ~~period~~accounting ~~are~~policies ~~not~~and management ~~necessarily~~judgments ~~indicative~~is oflocated in the ~~results~~audited offinancial ~~operations~~statements for athe ~~full~~ year ended January 2, 2010, included in the Company’s Form 10-K filed with the Securities and Exchange Commission.

~~In preparing~~Certain ~~the~~prior ~~third~~period ~~quarter~~amounts ~~2009~~within ~~interim~~the ~~financial~~unaudited ~~statements,~~condensed ~~the~~consolidated ~~Company~~statement ~~determined~~of ~~that it~~cash ~~should~~flows have ~~reflected~~been ~~the~~reclassified ~~$26.8 million~~to ~~loan~~conform to AMH II as an investing activity rather than a financing activity in its second quarter 2009 interim financial statements. The Company has appropriately reflected this amount as an investing activity in the ~~third~~current ~~quarter~~period ~~interim financial statements. The Company considered the quantitative and qualitative aspects of this correction in~~ presentation ~~and does not believe that this presentation error materially misstated its second quarter 2009 unaudited condensed consolidated financial statements~~.

Certain prior period amounts within the unaudited condensed consolidated statement of cash flows and Note 8 have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

In January 2010, the ~~third~~Financial ~~quarter~~Accounting Standards Board (“FASB”) amended the guidance on fair value to add new requirements for disclosures about transfers into and out of ~~2009~~Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarified existing fair value disclosures about the ~~Company~~level ~~adopted~~of disaggregation and about inputs and valuation techniques used to measure fair value. The amendment also revised the ~~Financial~~guidance ~~Accounting~~on ~~Standards~~employers’ ~~Board~~disclosures about postretirement benefit plan assets to require that ~~(“FASB”)~~disclosures ~~Accounting~~be ~~Standards~~provided ~~Codification~~by ~~(“ASC”)~~classes of assets instead of by major categories of assets. The ~~ASC~~new guidance is effective for the ~~single~~first ~~official~~reporting ~~source~~period beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on ~~authoritative~~a gross basis, ~~nongovernmental~~which ~~GAAP~~will be effective for fiscal years beginning after December 15, ~~other~~2010, ~~than~~and ~~guidance~~for interim ~~issued~~periods bywithin ~~the~~those ~~SEC~~fiscal years. The ~~adoption~~Company adopted the provisions of the ~~ASC~~guidance required for the period beginning in 2010; however, adoption of this amendment did not have ~~any~~a material impact on the ~~financial~~Company’s ~~statements~~consolidated ~~included~~financial ~~herein~~statements.

In October 2009, the FASB approved for issuance Emerging Issues Task Force (“EITF”) issue 08-01, “Revenue Arrangements with Multiple Deliverables.” This statement provides principles for allocation of consideration among its multiple-elements, allowing more flexibility in identifying and accounting for separate deliverables under an arrangement. The EITF introduces an estimated selling price method for valuing the elements of a bundled arrangement if vendor-specific objective evidence or third-party evidence of selling price is not available, and significantly expands related disclosure requirements. This standard is effective on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Alternatively, adoption may be on a retrospective basis, and early application is permitted. The Company does not expect the adoption of this statement to have a material effect on its consolidated financial statements or disclosures.

In August 2009, the FASB issued Accounting Standards Update No. 2009-05, “Measuring Liabilities at Fair Value,” (“ASU 2009-05”). ASU 2009-05 provides guidance on measuring the fair value of liabilities and is effective for the first interim or annual reporting period beginning after its issuance. The Company’s adoption of ASU 2009-05 did not have an effect on its disclosure of the fair value of its liabilities.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” (“SFAS No. 168”). While SFAS No. 168 was not intended to change U.S. generally accepted accounting principles, it has changed the way the Company references these accounting principles in its consolidated financial statements and accompanying notes. SFAS No. 168 became effective for interim or annual reporting periods ending after September 15, 2009. Although the adoption of SFAS No. 168 has changed the Company’s disclosures, there have not been any changes to the content of the Company’s financial statements or disclosures as a result of implementing SFAS No. 168.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS No. 167”). This statement amends the timing, and considerations, of analyses performed to determine if the Company’s variable interests give it a controlling financial interest in a variable interest entity, as well as requires additional disclosures. SFAS No. 167 is effective as of the first annual reporting period beginning after November 15, 2009, for interim periods within the first annual reporting period and thereafter. The Company does not expect the adoption of SFAS No. 167 to have a material effect on its consolidated financial statements or disclosures.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140,” (“SFAS No. 166”). SFAS No. 166 was issued to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. The requirements of SFAS No. 166 must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company does not expect the application of SFAS No. 166 to have a material effect on its consolidated financial statements or disclosures.

In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (“SFAS No. 165”). SFAS No. 165 establishes general standards of accounting and disclosures for events that occur after the balance sheet date, but before financial statements are issued. Application of SFAS No. 165 is required for interim or annual financial periods ending after June 15, 2009. The Company evaluated for subsequent events through the date these financial statements were issued on October 26, 2009 and concluded that there were no significant subsequent events requiring recognition or disclosure.

In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and ABP 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” (“FSP 107-1”). FSP 107-1 amends Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” and requires disclosures about fair value of financial instruments for interim and annual reporting periods. FSP 107-1 is effective for interim reporting periods ending after June 15, 2009. The Company’s adoption of FSP 107-1 did not result in additional disclosure.

Note 2 — Inventories

Inventories are valued at the lower of cost (first in, first out) or market. Inventories consist of the following (in thousands):

	October 3,		January 3,
	April 3,		January 2,
	2009		2009
	2010		2010
Raw materials	$	3427,~~262~~978	$	2528,~~779~~693
Work-in-process		117,~~494~~780		178,~~316~~552
Finished goods and purchased stock		88103,~~033~~042		9878,~~075~~149
	$	~~133~~138,~~789~~800	$	~~141~~115,~~170~~394

Note 3 — Goodwill and Other Intangible Assets

Goodwill represents the purchase price in excess of the fair value of the tangible and intangible net assets acquired in a business combination. Goodwill of $231.2 million as of April 3, 2010 consisted of $194.8 million from the April 2002 merger transaction and $36.4 million from the acquisition of Gentek Holdings, Inc. (“Gentek”). Goodwill of $231.3 million as of January 2, 2010 consisted of $194.8 million from the April 2002 merger transaction and $36.5 million from the acquisition of Gentek. The impact of foreign currency translation decreased the carrying value of Gentek goodwill by less than $0.1 million for the quarter ended April 3, 2010. None of the Company’s goodwill is deductible for income tax purposes. The Company’s other intangible assets consist of the following (in thousands):


	Average
	Amortization		April 3, 2010						January 2, 2010
	Period				Accumulated		Net Carrying				Accumulated		Net Carrying
	(in Years)		Cost		Amortization		Value		Cost		Amortization		Value
Trademarks		15	$	28,070	$	14,551	$	13,519	$	28,070	$	14,087	$	13,983
Patents		10		6,230		4,936		1,294		6,230		4,781		1,449
Customer base		7		5,227		4,700		527		5,137		4,498		639

Total amortized intangible assets				39,527		24,187		15,340		39,437		23,366		16,071
Non-amortized trade names				80,010		—		80,010		80,010		—		80,010

Total intangible assets			$	119,537	$	24,187	$	95,350	$	119,447	$	23,366	$	96,081

The Company’s non-amortized intangible assets consist of the Alside^®, Revere^® and Gentek^® trade names and are tested for impairment at least annually.

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense related to intangible assets was approximately $0.7 million and $0.8 million for the quarters ended April 3, 2010 and April 4, 2009, respectively. The foreign currency translation impact on the cost and accumulated amortization of intangibles was approximately $0.1 million for the quarter ended April 3, 2010. Amortization expense is expected to be approximately $2.0 million for the remainder of fiscal 2010. Amortization expense for fiscal years 2011, 2012, 2013 and 2014 is estimated to be $2.7 million, $2.2 million, $1.9 million and $1.9 million, respectively.

Note 3 — Goodwill and Other Intangible Assets

Goodwill represents the purchase price in excess of the fair value of the tangible and intangible net assets acquired in a business combination. As of October 3, 2009, goodwill of $231.3 million consisted of $194.8 million from the April 2002 merger transaction that resulted in the Company’s acquisition by Harvest Partners, Inc. and $36.5 million from the August 2003 acquisition of Gentek Holdings, Inc. (“Gentek”). As of January 3, 2009, goodwill of $231.4 million consisted of $194.8 million from the April 2002 merger transaction that resulted in the Company’s acquisition by Harvest Partners, Inc. and $36.6 million from the August 2003 acquisition of Gentek. None of the Company’s goodwill is deductible for income tax purposes. The impact of foreign currency translation decreased the carrying value of Gentek goodwill by approximately $0.1 million for the nine months ended October 3, 2009. The Company’s other intangible assets consist of the following (in thousands):

	Average
	Amortization		October 3, 2009						January 3, 2009
	Period				Accumulated		Net Carrying				Accumulated		Net Carrying
	(in Years)		Cost		Amortization		Value		Cost		Amortization		Value
Trademarks and trade names		15	$	108,080	$	13,611	$	94,469	$	108,080	$	12,187	$	95,893
Patents		10		6,230		4,626		1,604		6,230		4,160		2,070
Customer base		7		5,073		4,292		781		4,836		3,668		1,168
Total other intangible assets			$	119,383	$	22,529	$	96,854	$	119,146	$	20,015	$	99,131

The Company has determined that trademarks and trade names totaling $80.0 million (included in the trademarks and trade names caption in the table above) consisting of the Alside®, Revere® and Gentek® trade names have indefinite useful lives and are tested for impairment at least annually. Amortization expense related to other intangible assets was approximately $0.8 million for each of the quarters ended October 3, 2009 and September 27, 2008, and $2.3 million and $2.4 million for the nine month periods ended October 3, 2009 and September 27, 2008, respectively. The foreign currency translation impact on the cost and accumulated amortization of intangibles was approximately $0.1 million and $0.2 million for the quarter and nine months ended October 3, 2009, respectively. Amortization expense is expected to be $0.8 million for the remainder of fiscal 2009. Amortization expense for fiscal years 2010, 2011, 2012 and 2013 is estimated to be $2.7 million, $2.7 million, $2.2 million and $1.9 million, respectively.

Note 4 — Long-Term Debt

Long-term debt consists of the following (in thousands):

	October 3,		January 3,
	April 3,		January 2,
	2009		2009
	2010		2010
9 3/4% notes	$	165,000	$	165,000
9.875% notes	$	197,615	$	197,552
15% notes		20,000		—
11.25% notes		431,000		431,000
11 1/4% notes		431,000		438,095
Borrowings under the ABL Facility		28,000		10,000
Borrowings under the ABL Facility		23,500		56,000
Total long-term debt	$	656,615	$	638,552
Total long-term debt	$	639,500	$	659,095

~~On October 3, 2008, Associated Materials, Gentek Building Products, Inc~~9. and Gentek Building Products Limited, as borrowers, entered into an asset-based credit facility with Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets, LLC) and CIT Capital Securities LLC, as joint lead arrangers, Wachovia Bank, N.A., as agent and the lenders party to the facility (the “ABL Facility”). One of the joint lead arrangers under the ABL Facility, CIT Capital Securities LLC, is a subsidiary of CIT Group, Inc. (“CIT”) who incurred significant rating downgrades due to liquidity concerns. Subsidiaries of CIT are also lenders under both the U.S. and Canadian facilities described below. CIT’s and its subsidiaries’ aggregate commitments represent 21.1875% ~~of the total commitments under~~Notes Associated Materials’ facilities. CIT recently announced that it had commenced a restructuring of its capital structure. Under the plan, CIT launched exchange offers for certain unsecured notes. CIT announced that if it does not achieve the objectives of the exchange offers, it may decide to initiate a voluntary filing under Chapter 11 of the U.S. Bankruptcy Code. As a result, CIT is concurrently soliciting bondholders and other holders of CIT debt to approve a prepackaged plan of reorganization. It is uncertain whether CIT’s comprehensive restructuring efforts will be successful. The Company continues to closely monitor this situation and does not believe it will have a material impact on the Company’s financial condition or ability to fund operations.

~~Effective~~On ~~August~~November 215, 2009, ~~the~~Associated ~~Company~~Materials ~~formed~~issued ~~Gentek~~in ~~Canada~~a ~~Holdings~~private ~~Limited,~~offering a$200.0 million ~~Canadian~~of its ~~corporation~~9.875% ~~wholly~~Senior ~~owned~~Secured bySecond ~~Gentek~~Lien ~~Building~~Notes ~~Products,~~due ~~Inc~~2016. ~~The~~In ~~Company~~February 2010, ~~also~~Associated ~~formed~~Materials ~~Gentek Building~~completed ~~Products~~the ~~Limited~~offer ~~Partnership,~~to aexchange ~~Canadian~~all ~~limited~~of ~~partnership~~its ~~wholly~~outstanding ~~owned~~privately byplaced ~~Gentek~~9.875% ~~Building~~Senior Secured Second Lien ~~Products~~Notes ~~Limited~~due as2016 ~~the~~for ~~limited~~newly ~~partner~~registered ~~and~~9.875% ~~Gentek~~Senior ~~Canada~~Secured ~~Holdings~~Second ~~Limited~~Lien asNotes ~~the~~due ~~general~~2016 ~~partner~~(the “9.875% notes”). The ~~operations~~9.875% ofnotes ~~Gentek~~were ~~Building~~issued ~~Products~~by ~~Limited~~Associated ~~were~~Materials ~~sold~~and toAssociated ~~Gentek~~Materials ~~Building Products Limited~~Finance, ~~Partnership~~Inc., ina ~~accordance~~wholly ~~with~~owned ~~the~~subsidiary ~~asset~~of ~~purchase~~Associated ~~agreement~~Materials ~~dated September 5~~(collectively, ~~2009~~the “Issuers”). InThe ~~addition,~~9.875% ~~the~~notes ~~corporate~~were ~~name~~originally ofissued ~~Gentek~~at ~~Building~~a ~~Products~~price ~~Limited~~of ~~was~~98.757%. ~~legally~~The ~~changed~~net toproceeds ~~Associated~~from ~~Materials Canada~~the ~~Limited~~offering onwere ~~September 6,~~used to ~~2009.~~discharge and redeem Associated Materials’ ~~Canada~~outstanding ~~Limited,~~9 ~~Gentek~~3/4% ~~Canada~~Senior ~~Holdings~~Subordinated Notes due 2012 ~~Limited~~(the ~~and~~“9.75% ~~Gentek~~notes”) ~~Building~~and ~~Products~~its ~~Limited~~outstanding ~~Partnership~~15% ~~are~~Senior ~~collectively~~Subordinated ~~known~~Notes asdue 2012 (the “~~Canadian Entities~~15% notes”.), and ~~Gentek~~to ~~Building~~pay ~~Products~~fees ~~Limited~~and ~~Partnership,~~expenses ~~was added~~related asto athe ~~borrower~~offering. ~~under~~As of April 3, 2010, the ~~Canadian~~accreted ~~portion~~balance of the ~~credit facilities~~9.875% ~~and~~notes, ~~Gentek~~net ~~Canada~~of ~~Holdings~~the ~~Limited~~original issue discount, was ~~added~~$197.6 million. asInterest aon the 9.875% ~~guarantor~~notes ofwill ~~the~~be ~~Canadian~~payable ~~portion~~semi-annually on May 15th and November 15th of ~~the~~each ~~credit~~year, ~~facilities~~commencing May 15, 2010.

The ~~obligations~~Issuers ofare ~~Associated~~required ~~Materials,~~to ~~Gentek~~redeem ~~Building~~the ~~Products~~9.875% notes no later than December 1, ~~Inc.~~2013, ~~Associated~~if ~~Materials~~as of ~~Canada~~October 15, ~~Limited~~2013, ~~and~~AMH’s ~~Gentek~~11 ~~Building~~1/4% ~~Products~~Senior ~~Limited~~Discount ~~Partnership~~Notes asdue ~~borrowers~~2014 ~~under~~ (the ~~credit~~“11.25% notes”) remain ~~facilities~~outstanding, ~~are~~unless ~~jointly~~discharged ~~and~~or ~~severally~~defeased, ~~guaranteed~~or byif ~~Holdings~~any ~~and~~indebtedness incurred by ~~Associated~~the ~~Materials’~~Issuers ~~wholly~~or any ~~owned~~of ~~domestic~~their ~~subsidiaries,~~holding ~~Gentek~~companies ~~Holdings,~~to ~~LLC~~refinance ~~and~~such ~~Alside,~~AMH ~~Inc~~11.25% ~~Such~~notes ~~obligations~~matures ~~and~~prior ~~guaranties~~to the maturity date of ~~are~~the ~~also~~9.875% ~~secured~~notes. byPrior ~~(i)~~to November a15, ~~security~~2012, ~~interest~~the inIssuers ~~substantially~~may redeem all or a portion of the ~~owned~~9.875% notes ~~real~~at ~~and~~any ~~personal assets~~time ~~(tangible~~or ~~and~~from ~~intangible)~~time to time at a price equal to 100% of ~~Associated~~the ~~Materials,~~principal ~~Holdings,~~amount ~~Gentek~~of ~~Building~~the 9.875% ~~Products~~notes plus accrued and unpaid interest, ~~Inc~~plus a “make-whole” premium., Beginning on November ~~Gentek~~15, ~~Holdings~~2012, ~~LLC~~the ~~and~~Issuers ~~Alside,~~may ~~Inc~~redeem all or a portion of the 9.875% ~~and~~notes ~~(ii)~~ at a ~~pledge~~redemption price of 107.406%. upThe redemption price declines to 65104.938% ofat ~~the~~November 15, ~~voting~~2013, ~~stock~~to ~~of Associated~~102.469% ~~Materials~~at ~~Canada~~November 15, ~~Limited~~2014 and ~~Gentek~~to ~~Canada~~100% ~~Holdings~~on ~~Limited.~~November 15, ~~The~~2015 ~~obligations~~for the remaining life of ~~Alside~~the 9.875% notes. In addition, ~~Inc~~on or prior to November 15, 2012, the Issuers may redeem up to 35% of the 9.875% ~~and~~notes ~~Gentek~~using ~~Building~~the proceeds ~~Products~~of ~~Limited~~certain ~~Partnership~~equity ~~are~~offerings ~~further~~at ~~secured~~a byredemption price equal to 100% of the aggregate principal amount thereof, plus a ~~security~~premium equal to the interest ~~in their~~rate ~~owned~~per ~~real~~annum ~~and~~on ~~personal~~the ~~assets~~9.875% ~~(tangible~~notes, plus accrued and ~~intangible)~~unpaid ~~and~~interest, ~~are~~if ~~guaranteed~~any, byto ~~Gentek~~the ~~Canada Holdings~~date ~~Limited~~of redemption.

The 9.875% notes are senior obligations and rank equally in right of payment with all of the Issuers’ existing and future senior indebtedness and senior in right of payment to all of the Issuers’ future subordinated indebtedness. The 9.875% notes are guaranteed on a senior basis by all of Associated Materials’ existing and future domestic restricted subsidiaries, other than Associated Materials Finance, Inc. (the “Subsidiary Guarantors”), that guarantee or are otherwise obligors under Associated Materials’ asset-based credit facility (the “ABL Facility”). The 9.875% notes and guarantees are structurally subordinated to all of the liabilities of Associated Materials’ non-guarantor subsidiaries, including all Canadian subsidiaries of Associated Materials.

The 9.875% notes and related guarantees are secured, subject to certain permitted liens, by second-priority liens on the assets that secure the ABL Facility’s indebtedness, namely all of the Issuers’ and their U.S. subsidiaries’ tangible and intangible assets. The 9.875% notes are effectively senior to all of Associated Materials’ and the Subsidiary Guarantors’ existing or future unsecured indebtedness to the extent of the value of such collateral, after giving effect to first-priority liens on such collateral securing the U.S. portion of the ABL Facility.

The indenture governing the 9.875% notes contains covenants that, among other things, limit the ability of the Issuers and of certain restricted subsidiaries to incur additional indebtedness, make loans or advances to or other investments in subsidiaries and other entities, sell its assets or declare dividends. If an event of default occurs, the trustee or holders of 25% or more in aggregate principal amount of the notes may accelerate the notes. If an event of default relates to certain events of bankruptcy, insolvency or reorganization, the 9.875% notes will automatically accelerate without any further action required by the trustee or holders of the 9.875% notes.

The ~~ABL~~fair ~~Facility~~value ~~provides~~of ~~for~~the a9.875% ~~senior~~notes ~~secured~~was ~~asset-based revolving credit facility of up to~~ $~~225~~216.05 million, ~~comprising~~and a $~~165~~197.05 million ~~U.S.~~at ~~facility~~April 3, 2010 and January 2, a2010, ~~$60~~respectively.~~0 million~~ ~~Canadian~~In ~~facility,~~accordance ~~in each~~with ~~case~~the ~~subject~~principles todescribed ~~borrowing~~in ~~base~~the ~~availability~~FASB ~~under~~ASC ~~the~~820, ~~applicable~~Fair ~~facility.~~Value ~~The~~Measurements ~~entire~~and ~~principal~~Disclosures ~~amount~~ (if“ASC ~~any~~820”), ~~outstanding under~~ the ~~ABL~~fair ~~Facility is~~value ~~due~~of ~~and~~the ~~payable~~9.875% innotes ~~full~~as atof ~~maturity on October~~ April 3, ~~2013,~~2010 ~~except~~was inmeasured ~~the~~using ~~event~~Level ~~that~~1 ~~Associated Materials’~~inputs ~~obligations~~of ~~under~~quoted ~~its~~prices 9in ~~3/4%~~active ~~notes~~markets. ~~due~~The ~~2012~~fair ~~remain~~value ~~outstanding as~~ of the ~~date six months~~ ~~prior~~9.875% tonotes ~~their~~as ~~stated~~of ~~maturity, April~~January 152, ~~2012,~~2010 inwas ~~which~~based ~~case~~upon the ~~ABL~~pricing ~~Facility~~determined ~~will~~in bethe ~~due~~private ~~and payable~~offering ~~on October 15, 2011. As~~ of the ~~October 3, 2009, there was $23~~9.~~5 million~~875% ~~drawn~~notes ~~under~~at the ~~ABL Facility~~time ~~and~~of ~~$143.0 million~~issuance ~~available~~in ~~for additional borrowing~~November 2009.

~~The~~ ABL Facility ~~does not require Associated Materials to comply with any financial~~ maintenance covenants, unless it has less than $28.1 million of aggregate excess availability at any time (or less than $20.6 million of excess availability under the U.S. facility or less than $7.5 million of excess availability under the Canadian facility), during which time Associated Materials is subject to compliance with a fixed charge coverage ratio covenant of 1.1 to 1. As of October 3, 2009, Associated Materials exceeded the minimum aggregate excess availability thresholds, and therefore, was not required to comply with this maintenance covenant.

~~The~~Associated ~~weighted~~Materials’ ~~average~~ABL ~~interest~~Facility ~~rate~~provides for ~~borrowings~~a senior secured asset-based revolving credit facility of up to $225.0 million, comprising a $165.0 million U.S. facility and a $60.0 million Canadian facility, in each case subject to borrowing base availability under the applicable facility. Pursuant to an amendment to the ABL Facility ~~was~~(the ~~4.4%~~“ABL ~~for~~Facility ~~the~~Amendment”) entered into ~~quarter~~in ~~ended~~connection ~~October 3,~~with ~~2009.~~the ~~For~~issuance of the ~~year~~9.875% ~~ended~~notes, ~~January~~effective November 35, 2009, the ~~weighted~~maturity ~~average interest~~date ~~rate~~of ~~for~~the ~~borrowings~~ABL ~~under~~Facility is the ~~ABL~~earliest ~~Facility~~of (i) October 3, 2013 and (ii) the date three months prior ~~credit~~to the ~~facility~~stated ~~was~~maturity 5date of the 9.6875%. Asnotes of(as ~~October 3~~amended, ~~2009~~ supplemented or replaced), ~~the~~if ~~per~~any ~~annum~~such notes ~~interest~~remain ~~rate~~outstanding ~~applicable~~at tosuch ~~borrowings~~date ~~under~~taking ~~the~~into ~~ABL~~account ~~Facility~~any ~~was~~stated 4maturity dates which may be contingent, conditional or alternative.~~5%.~~ As of ~~October~~ April 3, ~~2009~~2010, ~~Associated~~there ~~Materials~~was ~~had~~$28.0 million ~~letters~~drawn ofunder the ~~credit~~ABL ~~outstanding~~Facility ofand $897.37 million ~~primarily securing~~available ~~deductibles~~for ofadditional ~~various insurance policies~~borrowing.

~~Under~~The ~~the~~obligations ~~ABL~~of ~~Facility~~Associated ~~restricted~~Materials, ~~payments~~Gentek ~~covenant~~Building Products, ~~subject~~Inc., toAssociated ~~specified~~Materials Canada ~~exceptions~~Limited, and Gentek Building Products Limited Partnership as borrowers under the ABL Facility, are jointly and severally guaranteed by Holdings and by Associated Materials’ wholly owned domestic subsidiaries, Gentek Holdings, LLC and Associated Materials Finance, Inc. (formerly Alside, Inc.). Such obligations and ~~its~~guaranties ~~restricted~~are ~~subsidiaries~~also ~~cannot~~secured ~~make~~by ~~restricted~~(i) a ~~payments,~~security interest in ~~such~~substantially asall ~~dividends~~of orthe ~~distributions~~owned onreal ~~equity,~~and ~~redemptions~~personal orassets ~~repurchases~~(tangible and intangible) of ~~equity~~Associated Materials, orHoldings, ~~payments~~Gentek ofBuilding Products, Inc., Gentek Holdings, LLC and Associated Materials ~~certain~~Finance, ~~management~~Inc. orand ~~advisory~~(ii) a ~~fees~~pledge orof ~~other~~up ~~extraordinary~~to ~~forms~~65% of ~~compensation,~~the ~~unless~~voting ~~prior written~~stock ~~notice~~of isAssociated ~~given~~Materials Canada Limited and ~~certain~~Gentek ~~EBITDA~~Canada Holdings Limited. The obligations of Associated Materials Canada Limited and ~~availability~~Gentek Building Products Limited Partnership are further secured by a security interest in ~~thresholds~~their owned real and personal assets (tangible and intangible) and are ~~met.~~guaranteed ~~Less~~by ~~restrictive~~Gentek ~~availability~~Canada Holdings ~~tests~~Limited, ~~apply~~an ~~for~~entity ~~intercompany~~formed ~~transfers~~as part of the Canadian Reorganization.

InThe ~~June 2009,~~interest ~~Associated~~rate ~~Materials~~applicable ~~issued~~to ~~$20.0 million~~outstanding ofloans ~~its~~under ~~15%~~the ~~senior~~ABL ~~subordinated~~Facility ~~notes~~is, at Associated ~~due~~Materials’ ~~2012~~option, inequal ato ~~private~~either ~~placement~~a toU.S. ~~certain~~or ~~institutional~~Canadian ~~investors~~adjusted asbase ~~part~~rate ofor a ~~note~~Eurodollar ~~exchange~~base byrate ~~AMH~~plus IIan ~~described~~applicable ~~below~~margin. ~~Net~~Pursuant ~~proceeds~~to ~~were~~the ~~approximately~~ABL ~~$15 million~~Amendment, the applicable margin related to adjusted base rate loans ranges from ~~the~~1.25% ~~issuance~~to of2.25%, and the ~~15%~~applicable margin related to LIBOR ~~notes~~loans ranges from 3.00% to 4.00%, ~~net~~with ofthe ~~funding~~applicable ~~fees~~margin ~~and~~in ~~other~~each ~~transaction~~case ~~expenses~~depending on Associated Materials’ quarterly average excess availability.

As of ~~October~~April 3, ~~2009~~2010, ~~Associated~~the ~~Materials~~per ~~had~~annum ~~$165.0 million~~interest ~~and~~rate ~~$20.0 million~~applicable into ~~aggregate principal~~borrowings ~~amount~~under ofthe ~~its 9 3/4% notes and 15% notes, respectively, due 2012 outstanding. The 9 3/4%~~ABL ~~notes~~Facility ~~and~~was ~~15% notes rank pari passu with each other, and are subordinated in right of payment to all unsubordinated indebtedness of Associated Materials~~5. ~~The 9 3/4~~25% ~~notes, which mature on April 15, 2012, pay interest semi-annually in arrears on April 15th and October 15th~~. The ~~15%~~weighted ~~notes~~average ~~mature on July 15, 2012 and pay~~ interest ~~quarterly~~rate infor ~~arrears~~borrowings ~~on January 15th,~~under ~~April 15th,~~the ~~July 15th~~ABL ~~and~~Facility ~~October 15th.~~was ~~The 9 3/~~4~~% notes are redeemable at Associated Materials’ option, currently at a redemption price of 101~~.~~625~~8% ~~plus~~for ~~accrued and unpaid interest to~~ the ~~redemption~~quarter ~~date.~~ended ~~This redemption price declines to 100% on~~ April 153, 2010 ~~for the remaining life of the notes~~. ~~The~~As ~~15% notes are redeemable at Associated Materials’ option, at an initial redemption price~~ of ~~101% plus accrued and unpaid interest to the redemption date, with the redemption price declining to 100% on December~~April ~~22, 2009. Associated Materials’ payment obligations under the 9~~ 3~~/4% notes and 15% notes are fully and unconditionally guaranteed~~, ~~jointly and severally on a senior subordinated basis~~2010, ~~by its domestic wholly-owned subsidiaries: Gentek Holdings, LLC, Gentek Building Products, Inc. and Alside, Inc. The Canadian Entities do not guarantee~~ Associated Materials’ 9had ~~3/4%~~letters ~~or 15% notes. Upon a change~~ of ~~control~~credit ofoutstanding ~~Associated Materials, as defined, holders~~ of ~~the~~ $9.1 million ~~3/4%~~primarily ~~notes~~securing ~~and~~deductibles ~~the~~of ~~15%~~various ~~notes~~insurance ~~have the~~policies. ~~right to require~~ Associated Materials tois ~~repurchase~~required ~~their~~to ~~notes~~pay at a ~~purchase~~commitment ~~price~~fee inof ~~cash~~0.50% ~~equal~~ to ~~101~~0.75% ofper ~~the~~annum ~~principal~~on ~~amount~~any ~~thereof~~unused amounts ~~plus~~under ~~accrued~~the ~~and~~ABL ~~unpaid interest~~Facility.

The ~~indentures~~ABL ~~governing~~Facility ~~the~~does 9not ~~3/4%~~require ~~notes~~Associated ~~and~~Materials ~~15%~~to ~~notes~~comply ~~contain~~with ~~restrictive~~any ~~covenants~~financial maintenance ~~that~~covenants, ~~among~~ ~~other~~unless ~~things,~~it ~~limit~~has ~~Associated~~less ~~Materials’~~than ~~ability~~$28.1 million toof ~~incur~~aggregate ~~additional~~excess ~~indebtedness,~~availability ~~make~~at ~~loans~~any time (or ~~advances~~less tothan ~~subsidiaries~~$20.6 million ~~and~~of ~~other~~excess ~~entities,~~availability ~~invest~~under inthe ~~capital~~U.S. ~~expenditures,~~facility ~~sell~~or ~~its~~less than ~~assets~~$7.5 million orof ~~declare~~excess ~~dividends.~~availability ~~Events~~under ofthe ~~default~~Canadian ~~are~~facility), ~~generally~~during ~~similar~~which ~~with~~time ~~respect~~Associated Materials is subject to ~~each~~compliance with a fixed charge coverage ratio covenant of ~~the~~1.1 9to 1. As of April 3~~/4%~~, ~~notes~~2010, ~~and~~Associated Materials exceeded the ~~15%~~minimum ~~notes~~aggregate excess availability thresholds, and therefore, was not required to comply with this maintenance covenant.

AsUnder ofthe ~~October 3,~~ABL ~~2009,~~Facility ~~AMH~~restricted ~~had~~payments ~~$431.0 million~~covenant, insubject ~~aggregate~~to ~~principal~~specified ~~amount of its 11 1/4%~~exceptions, ~~senior~~Holdings, ~~discount~~Associated ~~notes~~Materials ~~due~~and ~~2014~~its ~~outstanding.~~restricted ~~Interest~~subsidiaries ~~accrued~~cannot atmake arestricted ~~rate~~payments, such ofas 11dividends ~~1/4%~~or ~~per~~distributions ~~annum~~ on ~~the notes~~equity, inredemptions ~~the~~or ~~form~~repurchases of anequity, ~~increase~~or inpayments ~~the~~of certain ~~accreted~~management ~~value~~or ofadvisory ~~the~~fees ~~notes~~or ~~prior~~other toextraordinary ~~March 1,~~forms ~~2009. Thereafter~~of compensation, ~~cash~~unless ~~interest~~prior written ofnotice 11is ~~1/4%~~given ~~per~~and ~~annum~~certain onEBITDA ~~the~~and ~~notes~~availability ~~accrues~~thresholds ~~and~~are ismet. ~~payable~~If ~~semi-annually~~an inevent of ~~arrears~~default onunder ~~March~~the ~~1st~~ABL ~~and~~Facility ~~September~~occurs ~~1st~~and ofis ~~each year~~continuing, ~~with~~amounts outstanding under the ~~first~~ABL ~~payment~~Facility ofmay ~~cash~~be ~~interest~~accelerated ~~under~~upon ~~the~~notice, 11in ~~1/4%~~which ~~notes~~case ~~paid~~the onobligations ~~September 1,~~of ~~2009.~~the ~~During~~lenders ~~the~~to ~~second~~make ~~quarter~~loans ofand ~~2009,~~arrange ~~AMH~~for IIletters ~~purchased~~of ~~$15.0 million~~credit ~~par~~under ~~value~~the ofABL ~~AMH’s~~Facility 11would ~~1/4%~~cease. ~~notes~~If ~~directly~~an ~~from~~event ~~the~~of ~~AMH~~default relates ~~debtholders~~to ~~with~~certain ~~funds~~events ~~loaned~~of ~~from~~bankruptcy, ~~Associated~~insolvency ~~Materials~~or ~~for~~reorganization ~~approximately~~of ~~$5.9 million.~~Holdings, ~~In exchange~~Associated ~~for~~Materials, or the ~~purchased~~other 11borrowers ~~1/4%~~and ~~notes,~~guarantors ~~AMH~~under IIthe ~~was~~ABL ~~granted~~Facility, ~~additional~~the ~~equity~~payment ~~interest~~obligations inof ~~AMH.~~the Asborrowers aunder ~~result,~~the ~~AMH~~ABL ~~recorded~~Facility awill ~~gain~~become onautomatically ~~debt~~due ~~extinguishment~~and ofpayable ~~$8.9 million~~without ~~for~~any ~~the~~further ~~nine months ended~~action ~~October 3, 2009~~required.

~~The fair value of the 9 3/4% notes was $161.3 million and $129.9 million at October 3, 2009 and January 3, 2009, respectively, and the fair value of the~~ 11 ~~1/4% notes was $327~~.6 million and $243.1 million at October 3, 2009 and January 3, 2009, respectively. In accordance with the principles described in the FASB ASC 820, “Fair Value Measurements and Disclosures” (SFAS No. 157), the fair value of the 9 3/425% ~~notes and 11 1/4% notes were measured using Level 1 inputs of quoted~~Notes prices in active markets as of the respective measurement dates. The fair value of Associated Materials’ 15% notes is not based upon quoted market prices as the notes were issued in a private placement and price quotations are not available. Associated Materials estimates the fair value of the 15% notes at October 3, 2009 to be approximately $20.0 million based upon market and income approach valuations estimated by an external source. The fair value of the 15% notes was measured using Level 3 unobservable inputs, which is the lowest level of input that is significant to the fair value measurement.

In ~~connection~~March, ~~with a December~~ 2004 ~~recapitalization transaction~~, AMH’s ~~parent~~issued ~~company~~$446 million ~~AMH~~aggregate ~~II was~~principal ~~formed,~~at ~~and~~maturity ~~AMH~~in II2014 ~~subsequently issued $75 million~~ of ~~13 5/8~~11.25% ~~senior~~ notes. ~~due~~Prior ~~2014.~~to InMarch 1, ~~June~~ 2009, ~~AMH~~interest IIaccrued ~~entered~~at ~~into~~a anrate ~~exchange~~of ~~agreement~~11.25% ~~pursuant~~per toannum ~~which~~on itthe ~~paid $20~~11.~~0 million~~25% notes in ~~cash~~the ~~and issued~~form ~~$13.066 million~~of ~~original~~an ~~principal~~increase ~~amount~~in the accreted value of ~~its~~the 2011.25% ~~senior~~ notes. ~~due~~Since ~~2014~~March 1, in2009, ~~exchange for~~cash ~~all~~interest ofhas ~~its~~been ~~outstanding~~accruing 13at ~~5/8%~~a ~~senior~~rate ~~notes~~of ~~due 2014~~11.25% ~~Interest~~per annum on ~~AMH~~the ~~II’s 20~~11.25% notes and is payable in ~~cash~~ semi-annually in arrears oron ~~may~~March be1st ~~added~~and toSeptember ~~the~~1st ~~then outstanding principal amount~~ of ~~the~~each ~~20% notes and paid at maturity on December 1~~year, ~~2014. In accordance~~ with the ~~principles~~first ~~described~~payment inof ~~FASB~~cash ~~ASC~~interest ~~470-60,~~under ~~“Troubled~~the ~~Debt Restructurings by Debtors” (SFAS No~~11.~~15),~~25% ~~AMH~~notes IIpaid ~~recorded~~on ~~a troubled debt restructuring gain of approximately $19.2~~September ~~million for the nine months ended October 3~~1, 2009. As ofThe ~~October 3,~~11.25% ~~2009,~~notes ~~AMH~~mature IIon ~~has recorded liabilities for the $13.066~~March ~~million original principal~~1, ~~amount~~2014. ~~and~~The ~~$32~~11.~~7 million~~25% ofnotes ~~accrued~~are ~~interest~~structurally ~~related~~subordinated to all ~~future~~existing ~~interest~~and ~~payments~~future ondebt ~~Associated~~and other ~~Materials’~~liabilities ~~15%~~of ~~notes~~AMH’s ~~due~~existing ~~2012~~ and ~~AMH~~future ~~II’s~~subsidiaries, ~~20%~~including ~~notes~~Associated ~~due~~Materials ~~2014.~~and Holdings. As of ~~October~~April 3, ~~2009~~2010, ~~total~~ AMH ~~II debt,~~had ~~including that of its consolidated subsidiaries, was approximately~~ $~~685~~431.30 million, ~~which includes~~in ~~$32.7 million~~aggregate ofprincipal ~~accrued~~amount ~~interest~~of ~~related~~its ~~to all future interest payments on Associated Materials’ 15~~11.25% notes ~~and AMH II’s 20% notes~~ outstanding.

~~AMH~~The ~~and~~fair ~~AMH~~value IIof have no independent operations, and as a result they are dependent upon distributions, payments and loans from Associated Materials to service their indebtedness. In particular, AMH is dependent on Associated Materials’ ability to pay dividends or otherwise upstream funds to it in order to service its obligations under the 11 ~~1/4% notes, and AMH II is similarly dependent on AMH’s ability to further upstream funds in order to service its obligations under the 20% notes~~. ~~Associated Materials does not guarantee the 11 1/4~~25% notes orwas ~~the 20% notes and has no obligation to make any payments with respect thereto~~$443. ~~In January~~9 ~~2009,~~million ~~Associated~~and ~~Materials declared a dividend of approximately~~ $4415.39 million toat ~~fund~~April 3, ~~the~~2010 and January ~~2009~~2, ~~payment~~2010, ofrespectively. ~~AMH~~In ~~II’s scheduled~~accordance ~~interest~~with onthe ~~its~~principles 13described ~~5/8%~~in ~~senior~~ASC ~~notes~~820, ~~which~~the ~~are no longer outstanding. In September~~fair ~~2009,~~value ~~Associated Materials declared a dividend~~ of ~~approximately~~the ~~$24~~11.~~2 million~~25% tonotes ~~fund~~was ~~the~~measured ~~September 2009~~using ~~payment~~Level of1 ~~AMH’s~~inputs ~~scheduled~~of ~~interest~~quoted onprices ~~its~~in 11active ~~1/4% senior notes~~markets.

InParent June 2009, at the time Associated Materials entered into the purchase agreement pursuant to which it issued its 15% notes, Associated Materials entered into an intercompany loan agreement with AMH II, pursuant to which Associated Materials agreed to periodically make loans to AMH II in an amount not to exceed an aggregate outstanding principal amount of approximately $33.0 million at any one time, plus accrued interest. Interest accrues at a rate of 3% per annum and will be added to the then outstanding principal amount on a semi-annual basis. The principal amount and accrued but unpaid interest thereon will mature on May 1, 2015. As of October 3, 2009, the principal amount of borrowings by AMH II under this intercompany loan agreement and accrued interest thereon was $27.0 million. The Company ~~believes that AMH II will~~Indebtedness have the ability to repay the loan in accordance with its stated terms. Due to the related party nature and the underlying terms of the intercompany loan with AMH II, the Company has deemed it not practical to assign and disclose a fair value estimate.

~~The~~In connection with a December 2004 recapitalization transaction, AMH’s parent company AMH II ~~ratio~~was formed, and AMH II subsequently issued $75 million of ~~earnings~~13.625% Senior Notes due 2014 (the “13.625% notes”). In June 2009, AMH II entered into an exchange agreement pursuant to ~~fixed~~which ~~charges~~it paid $20.0 million in cash and issued $13.066 million original principal amount of its 20% Senior Notes due 2014 (the “20 % notes”) in exchange for all of its outstanding 13.625% notes. Interest on AMH II’s 20% notes is payable in cash semi-annually in arrears or may be added to the ~~nine~~then outstanding ~~months~~principal ~~ended~~amount of the 20% notes and paid at maturity on December 1, 2014. The debt ~~October~~restructuring transaction was accounted for in accordance with the principles described in FASB ASC 470-60, Troubled Debt Restructurings by Debtors (“ASC 470-60”). As of April 3, ~~2009~~2010, isAMH 2II has recorded liabilities for the $13.~~23x~~066 million original principal amount and $23.7 million of accrued interest related to all future interest payments on its 20% notes in accordance with ASC 470-60. As of April 3, 2010, total AMH II debt, including that of its consolidated subsidiaries, was approximately $693.4 million, which includes $23.7 million of accrued interest related to all future interest payments on AMH II’s 20% notes.

~~Note~~Because 5AMH —II ~~Comprehensive~~has ~~Income~~no ~~(Loss)~~independent operations, it is dependent upon distributions, payments and loans from Associated Materials to service its indebtedness under the 20% notes. However, unlike AMH II’s previously outstanding 13.625% notes, all of which were exchanged for the 20% notes in June 2009, interest on AMH II’s 20% notes may be added to the then outstanding principal amount of the 20% notes and paid at maturity on December 1, 2014.

~~Comprehensive~~In ~~income (loss)~~June ~~differs~~2009, ~~from~~at ~~net~~the ~~income~~time Associated Materials entered into the purchase agreement pursuant to which it issued its 15% notes (~~loss)~~which were redeemed and discharged in connection with the issuance of the 9.875% notes in November ~~due~~2009), Associated Materials entered into an intercompany loan agreement with AMH II, pursuant to which Associated Materials agreed to periodically make loans to AMH II in an amount not to exceed an aggregate outstanding principal amount of approximately $33.0 million at any one time, plus accrued interest. Interest accrues at a rate of 3% per annum and is added to the ~~reclassification~~then outstanding principal amount on a semi-annual basis. The principal amount and accrued but unpaid interest thereon will mature on May 1, 2015. As of April 3, 2010, the principal ~~actuarial~~amount ~~gains~~of orborrowings ~~losses~~by AMH II under this intercompany loan agreement and ~~prior~~accrued ~~service~~interest ~~costs~~thereon was ~~associated~~$27.4 million. Associated Materials believes that AMH II will have the ability to repay the loan in accordance with its stated terms. Due to the ~~Company’s~~related ~~pension~~party nature and ~~other~~the underlying terms ~~postretirement~~of ~~plans~~the ~~and~~intercompany ~~foreign~~loan ~~currency~~with ~~translation~~AMH ~~adjustments~~II, asAssociated ~~follows~~Materials ~~(in~~has ~~thousands):~~deemed it not practical to assign and disclose a fair value estimate.

	Quarters Ended					Nine Months Ended
	October 3,		September 27,			October 3,			September 27,
	2009		2008			2009			2008
Net income (loss)	$	24,937	$	(1,071	)	$	(715	)	$	(1,619	)
Unrecognized prior service cost and net loss		262		180			773			456
Foreign currency translation adjustments		5,313		(1,595	)		8,055			(3,708	)
Comprehensive income (loss)	$	30,512	$	(2,486	)	$	8,113		$	(4,871	)

Note 5 — Comprehensive Loss

Comprehensive loss differs from net loss due to the reclassification of actuarial gains or losses and prior service costs associated with the Company’s pension and other postretirement plans and foreign currency translation adjustments as follows (in thousands):


	Quarters Ended
	April 3,			April 4,
	2010			2009
Net loss	$	(18,615	)	$	(34,988	)
Unrecognized prior service cost and net loss, net of tax		242			257
Foreign currency translation adjustments		2,864			(802	)

Comprehensive loss	$	(15,509	)	$	(35,533	)

Note 6 — Retirement Plans

The Company’s Alside division sponsors a defined benefit pension plan which covers hourly workers at its plant in West Salem, Ohio and a defined benefit retirement plan covering salaried employees, which was frozen in 1998 and subsequently replaced with a defined contribution plan. The Company’s Gentek subsidiary sponsors a defined benefit pension plan for hourly union employees at its Woodbridge, New Jersey plant (together with the Alside sponsored defined benefit plans, the “Domestic Plans”) as well as a defined benefit pension plan covering Gentek Canadian salaried employees and hourly union employees at the Lambeth, Ontario plant, a defined benefit pension plan for the hourly union employees at its Burlington, Ontario plant and a defined benefit pension plan for the hourly union employees at its Pointe Claire, Quebec plant (the “Foreign Plans”). Accrued pension liabilities are included in accrued and other long-term liabilities in the accompanying balance sheets. The actuarial valuation measurement date for the defined benefit pension plans is December 31st. Components of defined benefit pension plan costs are as follows (in thousands):

Quarters Ended

October 3, 2009

September 27, 2008

April 3, 2010

April 4, 2009

Domestic

Foreign

Domestic

Foreign

Plans

Net periodic pension cost

Service cost

~~146~~155

~~373~~604

~~134~~146

~~565~~324

Interest cost

~~783~~778

~~830~~903

~~747~~783

~~820~~722

Expected return on assets

(~~674~~760

)

(~~704~~867

)

(~~875~~674

)

(~~959~~612

)

Amortization of unrecognized:

Prior service costs

811

Cumulative net loss

~~375~~303

1548

~~150~~375

2713

Net periodic pension cost

~~638~~483

~~522~~699

~~163~~638

~~461~~454

	Nine Months Ended
	October 3, 2009						September 27, 2008
	Domestic			Foreign			Domestic			Foreign
	Plans			Plans			Plans			Plans
Net periodic pension cost
Service cost	$	438		$	1,051		$	402		$	1,659
Interest cost		2,349			2,339			2,241			2,406
Expected return on assets		(2,022	)		(1,983	)		(2,625	)		(2,814	)
Amortization of unrecognized:
Prior service costs		24			22			21			24
Cumulative net loss		1,125			43			450			79
Net periodic pension cost	$	1,914		$	1,472		$	489		$	1,354

In March 2010, the President signed into law the Patient Protection and Affordable Care Act (“PPACA”) and the Health Care and Education Reconciliation Act of 2010 (“Reconciliation Act”). The PPACA and Reconciliation Act include provisions that will reduce the tax benefits available to employers that receive Medicare Part D subsidies. During the first quarter of 2010, the Company recognized a $0.1 million impact on its deferred tax asset as a result of the reduced deductibility of the subsidy.

The ~~late~~ 2008 decline in market conditions ~~has~~ resulted in significant decreased valuations of the Company’s pension plan assets. Based on the partial recovery of plan asset returns towards the end of 2009, the plans’ actuarial valuations and current pension funding legislation, the Company does not currently anticipate significant changes to current cash contribution levels for the remainder of ~~2009~~2010. However, the Company currently anticipates additional cash contributions ~~will~~may be required in ~~2010~~2011 to avoid certain funding-based benefit limitations as required under current pension law. Although ~~additional~~changes ~~declines~~ in market conditions, ~~changes~~and in current pension law and uncertainties regarding significant assumptions used in the actuarial valuations may have a material impact on future required contributions to the Company’s pension plans, the Company currently does not expect funding requirements to have a material adverse impact on current or future liquidity.

The actuarial valuations require significant estimates and assumptions to be made by management, primarily the funding interest rate, discount rate and expected long-term return on plan assets. These assumptions are all susceptible to changes in market conditions. The funding interest rate and discount rate are based on representative bond yield curves maintained and monitored by independent third parties. In determining the expected long-term rate of return on on plan assets, the Company considers historical market and portfolio rates of return, asset allocations and expectations of future rates of return. As disclosed in the Company’s ~~2008~~2009 Annual Report on Form 10-K, the sensitivity of these estimates and assumptions are not expected to have a material impact on the Company’s ~~2009~~2010 pension expense and funding requirements.

Note 7 — Business Segments

The Company is in the single business of manufacturing and distributing exterior residential building products. The following table sets forth for the periods presented a summary of net sales by principal product offering (in thousands):

Quarters Ended

~~Nine Months Ended~~

October 3,

September 27,

October 3,

September 27,

April 3,

April 4,

2009

2008

2009

2008

2010

2009

Vinyl windows

~~114~~76,~~686~~337

~~108~~61,~~551~~057

~~276,717~~

~~282,174~~

Vinyl siding products

6739,~~857~~356

8235,~~044~~588

~~161,113~~

~~196,493~~

Metal products

5336,~~571~~375

6528,~~723~~983

~~127,017~~

~~166,856~~

Third party manufactured products

6637,~~885~~563

6532,~~366~~716

~~158,454~~

~~156,486~~

Other products and services

2114,~~808~~606

2013,~~994~~988

~~48,807~~

~~56,359~~

~~324~~204,~~807~~237

~~342~~172,~~678~~332

~~772,108~~

~~858,368~~

Note 8 — Product Warranty Costs and Service Returns

Consistent with industry practice, the Company provides to homeowners limited warranties on certain products, primarily related to window and siding product categories. Warranties are of varying lengths of time from the date of purchase up to and including lifetime. Warranties cover product failures such as stress cracks and seal failures for windows and fading and peeling for siding products, as well as manufacturing defects. The Company has various options for remedying product warranty claims including repair, refinishing or replacement and directly incurs the cost of these remedies. Warranties also become reduced under certain conditions of time and change in ownership. Certain metal coating suppliers provide warranties on materials sold to the Company that mitigate the costs incurred by the Company. Reserves for future warranty costs are provided based on management’s estimates of such future costs using historical trends of claims experience, sales history of products to which such costs relate, and other factors. An independent actuary assists the Company in determining reserve amounts related to significant product failures. The provision for warranties is reported within cost of sales in the consolidated statements of operations.

A reconciliation of the warranty reserve activity is as follows ~~for the quarter and nine months ended October 3, 2009 and September 27, 2008~~ (in thousands):

Quarters Ended

~~Nine Months Ended~~

October 3,

September 27,

October 3,

September 27,

April 3,

April 4,

2009

2008

2009

2008

2010

2009

Balance at the beginning of the period

3033,~~947~~016

29,~~933~~425

~~29,425~~

~~28,684~~

Provision for warranties issued

21,~~747~~540

2,~~504~~098

~~7,445~~

~~7,269~~

Claims paid

(21,~~073~~237

)

(1,~~778~~493

)

~~(5,483~~

)

~~(5,120~~

)

Foreign currency translation

~~379~~263

~~(97~~54

)

~~613~~

~~(271~~

)

Balance at the end of the period

3233,~~000~~582

30,~~562~~084

~~32,000~~

~~30,562~~

Note 9 — Manufacturing Restructuring Costs

During the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September 27,~~ 2008, the Company ~~incurred~~committed ~~costs~~to, ofand ~~$1.8 million related~~subsequently to completed, relocating a portion of its vinyl siding production ~~and~~from ~~distribution. These costs were comprised of asset impairment costs~~Ennis, ~~costs~~Texas ~~incurred~~ to ~~relocate~~its ~~manufacturing~~vinyl ~~equipment, costs~~manufacturing ~~associated~~facilities ~~with~~in ~~the~~West ~~transition~~Salem, ofOhio ~~distribution~~and ~~operations~~Burlington, ~~and inventory markdown costs~~Ontario. ~~The inventory~~In ~~markdown~~addition, ~~costs~~during of2008, ~~$0.9 million were recorded within cost of sales in~~ the ~~statement of~~Company ~~operations~~transitioned ~~during~~ the ~~second~~majority ~~quarter~~ of ~~2008.~~distribution ~~The~~of ~~Company discontinued~~ its ~~use~~U.S. ofvinyl ~~the~~siding ~~warehouse facility~~products ~~adjacent~~ to ~~the~~a ~~Ennis~~center ~~manufacturing~~located ~~plant~~in Ashtabula, ~~during~~Ohio ~~the~~and ~~second~~committed ~~quarter~~to ~~of 2009. As~~ a ~~result, the~~plan ~~related~~to ~~lease~~discontinue ~~costs associated with the discontinued~~ use of ~~the~~its warehouse facility ~~were~~adjacent to ~~recorded~~its asEnnis, aTexas ~~restructuring~~vinyl ~~charge~~manufacturing ~~of approximately $5~~facility.~~3 million during the second quarter of 2009.~~

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 during the second quarter of 2009.

The following is a reconciliation of the ~~beginning and ending balances of the~~ manufacturing restructuring liability for the quarter ended ~~October~~April 3, ~~2009~~2010 (in thousands):

	Quarter Ended
	October 3, 2009
	April 3, 2010
Beginning liability	$	5,~~280~~036
Additions		—
Accretion of related lease obligations		291
Payments		(76397	)
Ending liability as of October 3, 2009	$	5,206
Ending liability as of April 3, 2010	$	4,730

Of the remaining restructuring liability at ~~October~~April 3, ~~2009~~2010, approximately $0.28 million is expected to be paid during the remainder of ~~2009~~2010. Amounts related to the ongoing facility obligations will continue to be paid over the lease term, which ends April 2020.

Note 10 — ~~Employee~~Subsidiary ~~Termination Costs~~Guarantors

~~Throughout~~Associated ~~2009,~~Materials’ ~~due~~payment toobligations ~~economic~~under ~~conditions~~its 9.875% notes are fully and asunconditionally guaranteed, jointly and severally on a ~~cost~~senior ~~control~~subordinated ~~measure~~basis, ~~the~~by ~~Company~~its ~~reduced~~domestic wholly owned ~~its~~subsidiaries, ~~workforce~~Gentek Holdings, LLC and ~~placed~~Gentek aBuilding ~~number~~Products, ofInc. ~~employees~~Associated onMaterials Finance, ~~temporary~~Inc. ~~lay-off~~(formerly ~~status~~Alside, Inc.) ~~During~~is a co-issuer of the ~~second~~9.875% notes and ~~third~~ ~~quarters,~~is ~~several~~a domestic wholly owned subsidiary of ~~these~~Associated ~~employees~~Materials ~~were~~having ~~re-instated~~no tooperations, anrevenues ~~active~~or ~~status.~~cash ~~During~~flows ~~the~~for ~~third~~the ~~quarter~~periods ~~ended~~presented. ~~October 3,~~Associated ~~2009~~Materials Canada Limited, ~~the~~Gentek ~~Company~~Canada ~~determined~~Holdings itLimited ~~would~~and Gentek Buildings Products Limited Partnership are Canadian companies and do not ~~recall~~guarantee the ~~remaining~~9.875% notes. ~~employees~~The Subsidiary Guarantors of the previously outstanding 9.75% notes are the same as those Asfor athe ~~result~~9.875% notes, ~~the~~except ~~Company~~that ~~recorded~~Associated Materials Finance, Inc. is a ~~one~~co-~~time~~issuer ~~charge~~of the 9.875% notes, but was a subsidiary guarantor of $1the previously outstanding 9.~~7 million~~75% innotes. ~~employee~~In ~~termination~~the ~~costs~~opinion of ~~during~~management, separate financial statements of the ~~third~~respective ~~quarter~~Subsidiary ~~ended~~Guarantors ~~October 3,~~would ~~2009~~not ~~within~~provide additional ~~selling~~material information, ~~general~~which ~~and~~would ~~administrative~~be ~~expense~~ useful in assessing the ~~consolidated~~financial ~~statements~~composition of the ~~operations~~Subsidiary Guarantors. ~~The~~None ~~employee~~of ~~termination~~the ~~costs~~Subsidiary ~~are~~Guarantors ~~expected~~have any significant legal restrictions on the ability of investors or creditors to beobtain access to its assets in event of ~~paid~~default ~~over~~on the ~~next~~subsidiary ~~12 months~~guarantee other than its subordination to senior indebtedness.

Note 11 — Subsidiary Guarantors

Associated Materials’ payment obligations under the 9 3/4% notes and 15% notes are fully and unconditionally guaranteed, jointly and severally on a senior subordinated basis, by its domestic wholly owned subsidiaries: Gentek Holdings, LLC, Gentek Building Products, Inc. and Alside, Inc. Alside, Inc. is a wholly owned subsidiary having no assets, liabilities or operations. The Canadian Entities do not guarantee Associated Materials’ 9 3/4% or 15% notes. In the opinion of management, separate financial statements of the respective Guarantor Subsidiaries would not provide additional material information, which would be useful in assessing the financial composition of the Guarantor Subsidiaries. None of the Guarantor Subsidiaries have any significant legal restrictions on the ability of investors or creditors to obtain access to its assets in event of default on the Subsidiary Guarantee other than its subordination to senior indebtedness.

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET ~~October~~April 3, ~~2009~~2010 (In thousands)

					Non-
					Subsidiary		Non-Guarantor			Reclassification/
			Guarantor		Guarantor		Reclassification/
	Parent		Co-Issuer		Guarantors		Subsidiaries			Eliminations			Consolidated
	Parent		Subsidiaries		Subsidiary		Eliminations			Consolidated
Assets
Assets
Current assets:
Current assets:
Cash and cash equivalents	$	3,669	$	—	$	76	$	19,937		$	—		$	23,682
Cash and cash equivalents	$	5,080	$	86	$	25,863	$	—		$	31,029
Accounts receivable, net		78,631		—		8,669		36,460			—			123,760
Accounts receivable, net		105,959		13,955		40,926		—			160,840
Intercompany receivables		—		—		94,158		5,632			(99,790	)		—
Inventories		9397,~~274~~171		~~8,820~~—		317,~~695~~428		—34,201			~~133,789~~—			138,800
Deferred income taxes		9,196		2,482		505		—			12,183
Income taxes receivable		—		—		—		1,243			—			1,243
Prepaid expenses		6,237		1,019		1,202		—			8,458
Deferred income taxes		8,834		—		—		—			(188	)		8,646
Intercompany receivables		—		73,519		6,156		(79,675	)		—
Prepaid expenses		6,578		—		1,233		1,769			—			9,580
Income taxes receivable		—		—		1,434		(1,434	)		—
Total current assets		194,883		—		111,564		99,242			(99,978	)		305,711
Total current assets		219,746		99,881		107,781		(81,109	)		346,299
Property, plant and equipment, net		73,373		—		1,921		35,239			—			110,533
Property, plant and equipment, net		73,246		2,145		33,431		—			108,822
Goodwill		194,813		—		36,421		—			—			231,234
Goodwill		194,815		36,470		—		—			231,285
Other intangible assets, net		86,011		—		9,339		—			—			95,350
Other intangible assets, net		87,131		9,590		133		—			96,854
Investment in subsidiaries		202,875		—		77,803		—			(280,678	)		—
Receivable from AMH II		27,~~035~~440		—		—		—			~~27,035~~—			27,440
Other assets		13,080		—		2,020		—			15,100
Intercompany receivable		—		197,615		—		—			(197,615	)		—
Investment in subsidiaries		192,664		89,023		—		(281,687	)		—
Other assets		17,432		—		—		1,870			—			19,302
Total assets	$	~~807~~796,~~717~~827	$	~~237~~197,~~109~~615	$	~~143~~237,~~365~~048	$	~~(362~~136,~~796~~351	)	$	~~825~~(578,~~395~~271	)	$	789,570
Liabilities And Member’s Equity
Current liabilities:
Accounts payable	$	7666,~~666~~247	$	~~14,145~~—	$	327,~~738~~936	$	—32,157		$	~~123,549~~—		$	106,340
Payable to parent		9,307		—		—		—			9,307
Intercompany payables		99,790		—		—		—			(99,790	)		—
Accrued liabilities		51,982		6,524		11,511		—			70,017
Payable to parent		17,118		—		2,477		—			—			19,595
Income taxes payable		7,709		4,334		—		(1,434	)		10,609
Accrued liabilities		37,153		—		4,601		8,899			—			50,653
Intercompany payables		79,675		—		—		(79,675	)		—
Deferred income taxes		—		—		188		2,312			(188	)		2,312
Total current liabilities		~~225~~220,~~339~~308		~~25,003~~—		4415,~~249~~202		~~(81~~43,~~109~~368	)		~~213~~(99,~~482~~978	)		178,900
Deferred income taxes		4140,~~119~~083		~~3,524~~—		2,~~172~~323		—2,267			~~46,815~~—			44,673
Other liabilities		3431,~~976~~698		~~15,918~~—		716,~~921~~648		—12,913			~~58,815~~—			61,259
Long-term debt		~~208~~225,~~500~~615		—197,615		—		—			~~208~~(197,~~500~~615	)		225,615
Member’s equity		~~297~~279,~~783~~123		~~192,664~~—		89202,~~023~~875		~~(281~~77,~~687~~803	)		~~297~~(280,~~783~~678	)		279,123
Total liabilities and member’s equity	$	~~807~~796,~~717~~827	$	~~237~~197,~~109~~615	$	~~143~~237,~~365~~048	$	~~(362~~136,~~796~~351	)	$	~~825~~(578,~~395~~271	)	$	789,570

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For ~~the~~The Quarter Ended ~~October~~April 3, ~~2009~~2010 (In thousands)

				Guarantor		Non-Guarantor		Reclassification/
						Subsidiary		Non-Guarantor			Reclassification/
	Parent			~~Subsidiaries~~Co-Issuer		~~Subsidiary~~Guarantors		~~Eliminations~~Subsidiaries			~~Consolidated~~Eliminations			Consolidated
Net sales	$	~~233~~145,~~390~~891		$	~~45,738~~—	$	8929,~~673~~561	$	~~(43~~57,~~994~~981	)	$	~~324~~(29,~~807~~196	)	$	204,237
Cost of sales		~~164~~112,~~709~~476			~~41,682~~—		6427,~~601~~512		~~(43~~45,~~994~~006	)		~~226~~(29,~~998~~196	)		155,798
Gross profit		6833,~~681~~415			~~4,056~~—		252,~~072~~049		—12,975			~~97,809~~—			48,439
Selling, general and administrative expense		42,004			311		11,008		—			53,323
Selling, general and administrative expenses		37,405			—		808		9,268			—			47,481
Income from operations		26,677			3,745		14,064		—			44,486
Income (loss) from operations		(3,990	)		—		1,241		3,707			—			958
Interest expense, net		5,~~783~~992			—		~~216~~2		—247			~~5,999~~—			6,241
Foreign currency loss		—			—		112		—			112
Foreign currency (gain)		—			—		—		(122	)		—			(122	)
Income before income taxes		20,894			3,745		13,736		—			38,375
Income (loss) before income taxes		(9,982	)		—		1,239		3,582			—			(5,161	)
Income taxes		9,844			2,512		3,088		—			15,444
Income taxes (benefit)		(3,948	)		—		936		1,078			—			(1,934	)
Income before equity income from subsidiaries		11,050			1,233		10,648		—			22,931
Income (loss) before equity income from subsidiaries		(6,034	)		—		303		2,504			—			(3,227	)
Equity income from subsidiaries		112,~~881~~807			~~10,648~~—		—2,504		~~(22,529~~—	)		—(5,311	)		—
Net income	$	22,931		$	11,881	$	10,648	$	(22,529	)	$	22,931
Net income (loss)	$	(3,227	)	$	—	$	2,807	$	2,504		$	(5,311	)	$	(3,227	)

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF ~~OPERATIONS~~CASH FLOWS For ~~the~~The ~~Nine~~Quarter ~~Months~~ Ended ~~October~~April 3, ~~2009~~2010 (In thousands)

				Guarantor			Non-Guarantor			Reclassification/
							Subsidiary			Non-Guarantor
	Parent			~~Subsidiaries~~Co-Issuer			~~Subsidiary~~Guarantors			~~Eliminations~~Subsidiaries			Consolidated
Net sales	$	567,260		$	111,017		$	203,085		$	(109,254	)	$	772,108
Net cash used in operating activities	$	(12,433	)	$	—		$	(2,000	)	$	(6,390	)	$	(20,823	)
Cost of sales		415,298			106,203			153,818			(109,254	)		566,065
Investing Activities
Gross profit		151,962			4,814			49,267			—			206,043
Additions to property, plant and equipment		(4,133	)		—			(10	)		(907	)		(5,050	)
Selling, general and administrative expense		123,037			2,050			28,031			—			153,118
Net cash used in investing activities		(4,133	)		—			(10	)		(907	)		(5,050	)
Manufacturing restructuring costs		5,255			—			—			—			5,255
Financing Activities
Income from operations		23,670			2,764			21,236			—			47,670
Net borrowings under ABL Facility		18,000			—			—			—			18,000
Interest expense, net		15,994			—			587			—			16,581
Dividends paid to parent company		(24,244	)		—			—			—			(24,244	)
Foreign currency gain		—			—			110			—			110
Dividends from non-guarantor subsidiary		—			—			20,000			(20,000	)		—
Income before income taxes		7,676			2,764			20,759			—			31,199
Intercompany transactions		20,612			—			(17,996	)		(2,616	)		—
Income taxes		4,529			2,789			5,342			—			12,660
Net cash provided by (used in) financing activities		14,368			—			2,004			(22,616	)		(6,244	)
Income (loss) before equity income from subsidiaries		3,147			(25	)		15,417			—			18,539
Effect of exchange rate changes on cash and cash equivalents		—			—			—			(56	)		(56	)
Equity income from subsidiaries		15,392			15,417			—			(30,809	)		—
Net decrease in cash and cash equivalents		(2,198	)		—			(6	)		(29,969	)		(32,173	)
Net income	$	18,539		$	15,392		$	15,417		$	(30,809	)	$	18,539
Cash and cash equivalents at beginning of period		5,867			—			82			49,906			55,855
Cash and cash equivalents at end of period	$	3,669		$	—		$	76		$	19,937		$	23,682

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING ~~STATEMENT~~BALANCE ~~OF CASH FLOWS~~SHEET ~~For the Nine Months Ended October~~January 32, ~~2009~~2010 (In thousands)

				Guarantor			Non-Guarantor
							Subsidiary			Non-Guarantor			Reclassification/
	Parent			~~Subsidiaries~~Co-Issuer			~~Subsidiary~~Guarantors			~~Consolidated~~Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	62,330		$	15,638		$	22,709		$	100,677
Assets
Investing Activities
Current assets:
Additions to property, plant and equipment		(3,593	)		(11	)		(639	)		(4,243	)
Cash and cash equivalents	$	5,867		$	—		$	82		$	49,906		$	—		$	55,855
AMH II intercompany loan		(26,819	)		—			—			(26,819	)
Accounts receivable, net		81,178			—			8,728			24,449			—			114,355
Other		(383	)		383			—			—
Intercompany receivables		—			—			76,138			3,045			(79,183	)		—
Net cash provided by (used in) investing activities		(30,795	)		372			(639	)		(31,062	)
Inventories		80,654			—			6,613			28,127			—			115,394
Financing Activities
Deferred income taxes		8,834			—			—			—			(188	)		8,646
Net repayments under ABL Facility		(32,500	)		—			—			(32,500	)
Prepaid expenses		6,542			—			1,263			1,140			—			8,945
Issuance of senior subordinated notes		20,000			—			—			20,000
Total current assets		183,075			—			92,824			106,667			(79,371	)		303,195
Financing costs		(4,920	)		—			(94	)		(5,014	)
Property, plant and equipment, net		73,086			—			2,033			33,918			—			109,037
Dividends paid		(28,513	)		—			—			(28,513	)
Goodwill		194,813			—			36,450			—			—			231,263
Intercompany transactions		14,514			(16,021	)		1,507			—
Other intangible assets, net		86,561			—			9,465			55			—			96,081
Net cash provided by (used in) financing activities		(31,419	)		(16,021	)		1,413			(46,027	)
Investment in subsidiaries		197,163			—			92,409			—			(289,572	)		—
Effect of exchange rate changes on cash and cash equivalents		—			—			732			732
Receivable from AMH II		27,237			—			—			—			—			27,237
Net increase (decrease) in cash and cash equivalents		116			(11	)		24,215			24,320
Intercompany receivable		—			197,552			—			—			(197,552	)		—
Cash and cash equivalents at beginning of period		4,964			97			1,648			6,709
Other assets		18,185			—			—			1,799			—			19,984
Cash and cash equivalents at end of period	$	5,080		$	86		$	25,863		$	31,029
Total assets	$	780,120		$	197,552		$	233,181		$	142,439		$	(566,495	)	$	786,797
Liabilities And Member’s Equity
Current liabilities:
Accounts payable	$	54,618		$	—		$	9,111		$	23,851		$	—		$	87,580
Intercompany payables		79,183			—			—			—			(79,183	)		—
Payable to parent		21,664			—			1,535			—			—			23,199
Accrued liabilities		41,699			—			6,118			9,108			—			56,925
Deferred income taxes		—			—			188			2,312			(188	)		2,312
Income taxes payable		—			—			—			1,112			—			1,112
Total current liabilities		197,164			—			16,952			36,383			(79,371	)		171,128
Deferred income taxes		39,973			—			2,314			1,016			—			43,303
Other liabilities		31,943			—			16,752			12,631			—			61,326
Long-term debt		207,552			197,552			—			—			(197,552	)		207,552
Member’s equity		303,488			—			197,163			92,409			(289,572	)		303,488
Total liabilities and member’s equity	$	780,120		$	197,552		$	233,181		$	142,439		$	(566,495	)	$	786,797

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING ~~BALANCE~~STATEMENT ~~SHEET~~OF OPERATIONS ~~January~~For the Quarter Ended April 34, 2009 (In thousands)

				Guarantor		Non-Guarantor			Reclassification/
						Subsidiary			Non-Guarantor			Reclassification/
	Parent			~~Subsidiaries~~Co-Issuer		~~Subsidiary~~Guarantors			~~Eliminations~~Subsidiaries			~~Consolidated~~Eliminations			Consolidated
Assets
Net sales	$	133,225		$	—	$	26,478		$	39,490		$	(26,861	)	$	172,332
Current assets:
Cost of sales		106,863			—		27,813			34,264			(26,861	)		142,079
Cash and cash equivalents	$	4,964		$	97	$	1,648		$	—		$	6,709
Gross profit		26,362			—		(1,335	)		5,226			—			30,253
Accounts receivable, net		82,479			13,251		21,148			—			116,878
Selling, general and administrative expenses		39,251			—		1,118			8,059			—			48,498
Inventories		92,802			14,892		33,476			—			141,170
Loss from operations		(12,889	)		—		(2,523	)		(2,833	)		—			(18,245	)
Deferred income taxes		9,196			2,482		505			—			12,183
Interest expense, net		5,120			—		—			218			—			5,338
Prepaid expenses		7,887			1,194		1,405			—			10,486
Foreign currency loss		—			—		—			52			—			52
Intercompany receivables		—			57,426		7,742			(65,168	)		—
Loss before income taxes		(18,009	)		—		(2,523	)		(3,103	)		—			(23,635	)
Income taxes receivable		—			—		1,057			(1,057	)		—
Income taxes benefit		(7,311	)		—		(863	)		(996	)		—			(9,170	)
Total current assets		197,328			89,342		66,981			(66,225	)		287,426
Loss before equity income from subsidiaries		(10,698	)		—		(1,660	)		(2,107	)		—			(14,465	)
Property, plant and equipment, net		80,567			2,975		31,614			—			115,156
Equity income from subsidiaries		(3,767	)		—		(2,107	)		—			5,874			—
Goodwill		194,814			36,544		—			—			231,358
Net loss	$	(14,465	)	$	—	$	(3,767	)	$	(2,107	)	$	5,874		$	(14,465	)
Other intangible assets, net		88,828			9,970		333			—			99,131
Other assets		10,448			19		1,751			—			12,218
Investment in subsidiaries		169,112			65,508		—			(234,620	)		—
Total assets	$	741,097		$	204,358	$	100,679		$	(300,845	)	$	745,289
Liabilities And Member’s Equity
Current liabilities:
Accounts payable	$	32,150		$	5,191	$	17,179		$	—		$	54,520
Payable to parent		9,326			—		—			—			9,326
Accrued liabilities		37,030			9,252		8,167			—			54,449
Income taxes payable		6,494			1,545		—			(1,057	)		6,982
Intercompany payables		65,168			—		—			(65,168	)		—
Total current liabilities		150,168			15,988		25,346			(66,225	)		125,277
Deferred income taxes		40,710			3,486		2,231			—			46,427
Other liabilities		30,289			15,772		7,594			—			53,655
Long-term debt		221,000			—		—			—			221,000
Member’s equity		298,930			169,112		65,508			(234,620	)		298,930
Total liabilities and member’s equity	$	741,097		$	204,358	$	100,679		$	(300,845	)	$	745,289

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF ~~OPERATIONS~~CASH FLOWS For ~~the~~The Quarter Ended ~~September~~April 274, ~~2008~~2009 (In thousands)

				Guarantor			Non-Guarantor			Reclassification/
							Subsidiary			Non-Guarantor
	Parent			~~Subsidiaries~~Co-Issuer			~~Subsidiary~~Guarantors			~~Eliminations~~Subsidiaries			Consolidated
Net sales	$	235,903		$	67,664		$	102,362		$	(63,251	)	$	342,678
Net cash provided by (used in) operating activities	$	3,499		$	—		$	7,948		$	(2,492	)	$	8,955
Cost of sales		174,783			66,023			78,537			(63,251	)		256,092
Investing Activities
Gross profit		61,120			1,641			23,825			—			86,586
Additions to property, plant and equipment		(1,129	)		—			(6	)		(213	)		(1,348	)
Selling, general and administrative expense		42,423			3,130			10,345			—			55,898
Other		(383	)		—			383			—			—
Income (loss) from operations		18,697			(1,489	)		13,480			—			30,688
Net cash (used in) provided by investing activities		(1,512	)		—			377			(213	)		(1,348	)
Interest expense (income), net		5,543			(2	)		53			—			5,594
Financing Activities
Foreign currency loss		—			—			238			—			238
Net repayments under ABL Facility		(3,500	)		—			—			—			(3,500	)
Income (loss) before income taxes		13,154			(1,487	)		13,189			—			24,856
Financing costs		(95	)		—			—			(36	)		(131	)
Income taxes		3,841			1,948			3,577			—			9,366
Dividends paid		(4,269	)		—			—			—			(4,269	)
Income (loss) before equity income from subsidiaries		9,313			(3,435	)		9,612			—			15,490
Intercompany transactions		4,712			—			(8,303	)		3,591			—
Equity income from subsidiaries		6,177			9,612			—			(15,789	)		—
Net cash (used in) provided by financing activities		(3,152	)		—			(8,303	)		3,555			(7,900	)
Net income	$	15,490		$	6,177		$	9,612		$	(15,789	)	$	15,490
Effect of exchange rate changes on cash and cash equivalents		—			—			—			(41	)		(41	)
Net increase (decrease) in cash and cash equivalents		(1,165	)		—			22			809			(334	)
Cash and cash equivalents at beginning of year		4,964			—			97			1,648			6,709
Cash and cash equivalents at end of year	$	3,799		$	—		$	119		$	2,457		$	6,375

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES UNAUDITED CONSOLIDATING STATEMENT OF OPERATIONS For the Nine Months Ended September 27, 2008 (In thousands)

			Guarantor			Non-Guarantor		Reclassification/
	Parent		Subsidiaries			Subsidiary		Eliminations			Consolidated
Net sales	$	588,866	$	168,697		$	249,529	$	(148,724	)	$	858,368
Cost of sales		443,729		163,957			189,215		(148,724	)		648,177
Gross profit		145,137		4,740			60,314		—			210,191
Selling, general and administrative expense		119,206		8,079			31,603		—			158,888
Manufacturing restructuring costs		1,136		—			647		—			1,783
Income (loss) from operations		24,795		(3,339	)		28,064		—			49,520
Interest expense (income), net		17,185		(12	)		203		—			17,376
Foreign currency loss		—		—			328		—			328
Income (loss) before income taxes		7,610		(3,327	)		27,533		—			31,816
Income taxes		1,778		2,007			8,253		—			12,038
Income (loss) before equity income from subsidiaries		5,832		(5,334	)		19,280		—			19,778
Equity income from subsidiaries		13,946		19,280			—		(33,226	)		—
Net income	$	19,778	$	13,946		$	19,280	$	(33,226	)	$	19,778

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 27, 2008 (In thousands)

				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiary			Consolidated
Net cash provided by (used in) operating activities	$	8,877		$	(4,573	)	$	4,703		$	9,007
Investing Activities
Additions to property, plant and equipment		(5,747	)		(115	)		(3,912	)		(9,774	)
Proceeds from sale of assets		20			5			—			25
Net cash used in investing activities		(5,727	)		(110	)		(3,912	)		(9,749	)
Financing Activities
Dividends		(8,311	)		—			—			(8,311	)
Intercompany transactions		4,605			4,601			(9,206	)		—
Net cash provided by (used in) financing activities		(3,706	)		4,601			(9,206	)		(8,311	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(581	)		(581	)
Net decrease in cash and cash equivalents		(556	)		(82	)		(8,996	)		(9,634	)
Cash and cash equivalents at beginning of period		6,407			371			14,825			21,603
Cash and cash equivalents at end of period	$	5,851		$	289		$	5,829		$	11,969

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

AMH Holdings, LLC (“AMH”), formerly AMH Holdings, Inc., was created on February 19, 2004. AMH has no material assets or operations other than its 100% ownership of Associated Materials Holdings, LLC (“Holdings”), which in turn has no material assets or operations other than its 100% ownership of Associated Materials, LLC (“Associated Materials”). AMH, Holdings and Associated Materials are collectively referred to as the “Company”. The Company is a leading, vertically integrated manufacturer and ~~North American~~ distributor of exterior residential building products in the United States and Canada. The Company’s core products are vinyl windows, vinyl siding, aluminum trim coil, and aluminum and steel siding and accessories. In addition, the Company distributes third -party manufactured products primarily through its supply centers. Vinyl windows, vinyl siding, metal products, and third-party manufactured products comprised approximately 3637%, 2119%, 1618% and 2118%, respectively, of the Company’s total net sales for the ~~nine~~ three months ended ~~October~~April 3, ~~2009~~2010. These products are generally marketed under the Alside®, Revere® and Gentek® brand names and sold on a wholesale basis to ~~more~~approximately ~~than~~ 50,000 professional contractors engaged in home remodeling and new home construction principally through the Company’s network of ~~122~~119 supply centers, as well as through approximately 250 independent distributors and dealers across the United States and Canada. Approximately 65% of the Company’s products are sold to contractors engaged in the home repair and remodeling market with approximately 35% sold to the new construction market. The supply centers provide “one-stop” shopping to the Company’s contractor customers, carrying products, accessories and tools necessary to complete a vinyl window or siding project. In addition, the supply centers provide ~~high quality~~ product literature, product samples and installation training to these customers. During the ~~nine~~quarter ~~month period~~ ended ~~October~~April 3, ~~2009~~2010, approximately 72% of the Company’s total net sales were generated through the network of supply centers, with the remainder sold to independent distributors and dealers.

Because its exterior residential building products are consumer durable goods, the Company’s sales are impacted by, among other things, the availability of consumer credit, consumer interest rates, employment trends, changes in levels of consumer confidence, national and regional trends in new housing starts and general economic conditions. The Company’s sales are also affected by changes in consumer preferences with respect to types of building products. Overall, the Company believes the long-term fundamentals for the building products industry remain strong as the population continues to age, homes continue to get older, household formation is expected to be strong and vinyl remains ~~the~~ optimal material for exterior cladding and window solutions, all of ~~which~~ which the Company believes bodes well for the demand for its products in the future. ~~In the short~~ term, however, the Company believes the building products industry will continue to be negatively impacted by the weak housing market. Since 2006, sales of existing single-family homes have decreased from peak levels previously experienced, the inventory of homes available for sale has increased, and in many areas, home values have declined significantly. In addition, the pace of new home construction has slowed dramatically, as evidenced by declines in 2006 through 2009 in single-family housing starts and announcements from home builders of significant decreases in their orders. Increased delinquencies on sub-prime and other mortgages, increased foreclosure rates and tightening consumer credit markets have further hampered the housing market. The Company’s sales volumes are dependent on the strength in the housing market, including both residential remodeling and new residential construction activity. Continued reduced levels of existing homes sales and housing price depreciation has had a significant negative impact on the Company’s remodeling sales. In addition, a reduced number of new housing starts has a negative impact on the Company’s new construction sales. As a result of the continuation in the prolonged housing market downturn, competition in the building products market may intensify, which could result in lower sales volumes and reduced selling prices for the Company’s products and lower gross margins. In the event that the Company’s expectations regarding the outlook for the housing market result in a reduction in its forecasted sales and operating income, and related growth rates, the Company may be required to record an impairment of certain of its assets, including goodwill and intangible assets. Moreover, the prolonged downturn in the housing market and the general economy may have other consequences to the Company, including further accounts receivable write-offs due to financial distress of customers and lower of cost or market reserves related to the Company’s inventories.

~~The~~Sales ~~Company,~~of ~~along~~existing ~~with~~single-family ~~the~~homes ~~entire~~have ~~building~~decreased ~~products~~from ~~industry,~~peak ~~has~~levels ~~experienced~~previously ~~significant~~experienced ~~fluctuations~~and ~~over~~ the ~~past~~inventory ~~three~~of ~~years~~resale inhomes ~~key~~available ~~raw~~for ~~material~~sale ~~commodity~~has ~~costs~~increased, —and ~~particularly~~in ~~for~~many ~~vinyl resin~~areas, ~~aluminum~~home ~~and~~values have ~~steel,~~declined assignificantly ~~well~~since as2006. inCurrent ~~other~~market ~~raw~~data ~~materials~~suggests ~~such~~that ashome ~~microingredients~~prices ~~used~~have inbegun ~~the~~to ~~Company’s~~stabilize ~~vinyl~~and ~~products.~~recover Inin ~~response,~~selected ~~the~~markets ~~Company~~and ~~announced~~new ~~price~~home ~~increases~~building ~~over~~starts ~~the~~have ~~past~~also ~~several years~~improved onfrom ~~certain~~2009 levels. ofAccording ~~its product offerings~~ to ~~offset~~ the ~~inflation~~National Association of ~~raw~~Home ~~materials~~Builders (NAHB), ~~and~~United ~~continually~~States new ~~monitors~~residential ~~market~~single ~~conditions~~housing ~~for~~construction ~~price~~is ~~changes~~forecasted asto ~~warranted.~~grow ~~The~~from ~~Company’s~~441,000 ~~ability~~starts toin ~~maintain~~2009 ~~gross~~to ~~margin~~841,000 ~~levels~~starts onin ~~its~~2011. ~~products~~The ~~during~~Company ~~periods~~believes ofits ~~rising~~products ~~raw~~should ~~material~~benefit ~~costs~~from ~~depends~~improvements onin the ~~Company’s~~ ~~ability~~housing tomarket. ~~obtain~~As ~~selling~~the ~~price~~rate ~~increases.~~and ~~Furthermore,~~extent of the ~~results~~market ofrecovery ~~operations~~remains ~~for~~uncertain, ~~individual~~the Company ~~quarters~~believes ~~can~~it ~~and~~is ~~have~~well-positioned ~~been~~to ~~negatively~~benefit ~~impacted~~from by a ~~delay~~rebound ~~between~~in the ~~timing~~residential ofremodeling ~~raw~~and ~~material cost~~new ~~increases~~construction ~~and~~markets ~~price~~as ~~increases~~the ondemand ~~the~~for ~~Company’s~~its products. ~~There~~will ~~can~~continue beto notrend ~~assurance~~upward ~~that~~as the ~~Company~~overall ~~will~~activity beand ~~able~~demand tofor ~~maintain~~exterior ~~the~~residential ~~selling~~building ~~price~~products ~~increases already implemented or achieve any future price increases~~improves.

The ~~Company~~principal ~~operates~~raw ~~with~~materials ~~significant~~used ~~operating~~by ~~and~~the ~~financial~~Company ~~leverage.~~are ~~Significant~~vinyl ~~portions of~~resin, ~~the~~aluminum, ~~Company’s~~steel, ~~manufacturing~~resin stabilizers and pigments, ~~selling~~glass, ~~general~~window hardware, and ~~administrative~~packaging ~~expenses~~materials, ~~are~~all ~~fixed~~of ~~costs~~which ~~that~~have ~~neither~~historically ~~increase~~been ~~nor~~subject ~~decrease~~to ~~proportionately~~price ~~with sales~~changes. InRaw ~~addition,~~material apricing ~~significant~~on ~~portion of~~ the Company’s ~~interest~~key ~~expense~~commodities has isfluctuated ~~fixed.~~significantly ~~There~~over ~~can~~the bepast nothree ~~assurance~~years. ~~that~~More recently, the ~~Company~~price ~~will~~of beresin ~~able to~~and ~~continue~~aluminum tohas ~~reduce~~increased ~~its~~due ~~fixed~~to ~~costs~~increased indemand. In response, tothe aCompany ~~further~~recently ~~decline~~announced inprice increases ~~net~~on ~~sales.~~certain Asof aits ~~result~~product offerings to offset the inflation of raw materials, aand ~~continued~~continually ~~decline~~monitors inmarket ~~the~~conditions for price changes as warranted. The Company’s ~~net~~ability ~~sales~~to maintain ~~could~~gross ~~result~~margin inlevels aon ~~higher~~its ~~percentage~~products ~~decline~~during inperiods ~~its income~~of ~~from~~rising ~~operations.~~raw ~~Also,~~material costs depends on the Company’s ~~gross~~ability ~~margins~~to ~~and~~obtain ~~gross~~selling ~~margin~~price ~~percentages~~increases. ~~may~~Furthermore, ~~not~~the beresults of operations for ~~comparable~~individual toquarters ~~other~~can ~~companies~~and ashave ~~some~~been ~~companies include~~negatively ~~all~~impacted ofby ~~the~~a ~~costs~~delay ofbetween ~~their~~the ~~distribution~~timing ~~network~~of inraw material cost ofincreases ~~sales~~and ~~whereas~~price increases on the Company’s products. There can be no assurance ~~includes~~that the ~~operating~~Company ~~costs~~will ofbe ~~its~~able ~~supply~~to ~~centers~~maintain inthe selling, ~~general~~price ~~and~~increases ~~administrative~~already ~~expenses~~implemented or achieve any future price increases.

20The Company operates with significant operating and financial leverage. Significant portions of the Company’s manufacturing, selling, general and administrative expenses are fixed costs that neither increase nor decrease proportionately with sales. In addition, a significant portion of the Company’s interest expense is fixed. There can be no assurance that the Company will be able to continue to reduce its fixed costs in response to a decline in its net sales. As a result, a decline in the Company’s net sales could result in a higher percentage decline in its income from operations. Also, the Company’s gross margins and gross margin percentages may not be comparable to other companies as some companies include all of the costs of their distribution network in cost of sales, whereas the Company includes the operating costs of its supply centers in selling, general and administrative expenses.

Because most of the Company’s building products are intended for exterior use, sales tend to be lower during periods of inclement weather. Weather conditions in the first quarter of each calendar year usually result in that quarter producing significantly less net sales and net cash flows from operations than in any other period of the year. Consequently, the Company has historically had small profits or losses in the first quarter and reduced profits from operations in the fourth quarter of each calendar year. To meet seasonal cash flow needs, during the periods of reduced sales and net cash flows from operations, the Company typically utilizes its ABL Facility and repays such borrowings in periods of higher cash flow. The Company typically generates the majority of its cash flow in the third and fourth quarters.

The Company seeks to distinguish itself from other suppliers of residential building products and to sustain its profitability through a business strategy focused on increasing sales at existing supply centers, selectively expanding its supply center network, increasing sales through independent specialty distributor customers, developing innovative new products, expanding sales of third -party manufactured products through its supply center network, and driving operational excellence by reducing costs and increasing customer service levels. The Company continually analyzes new and existing markets for the selection of new supply center locations.

Results of Operations

The following table sets forth for the periods indicated the results of the Company’s operations (in thousands):

	Quarters Ended						~~Nine Months Ended~~
	October 3,			September 27,			October 3,			September 27,
	April 3,			April 4,
	2009			2008			2009			2008
	2010			2009
Net sales	$	~~324~~204,~~807~~237		$	~~342~~172,~~678~~332		$	~~772,108~~		$	~~858,368~~
Cost of sales		~~226~~155,~~998~~798			~~256~~142,~~092~~079			~~566,065~~			~~648,177~~
Gross profit		9748,~~809~~439			8630,~~586~~253			~~206,043~~			~~210,191~~
Selling, general and administrative expense		53,323			55,898			153,118			158,888
Selling, general and administrative expenses		47,481			48,498
Gain on debt extinguishment		—			—			8,897			—
Income (loss) from operations		958			(18,245	)
Manufacturing restructuring costs		—			—			5,255			1,783
Interest expense, net		18,617			17,686
Income from operations		44,486			30,688			56,567			49,520
Foreign currency (gain) loss		(122	)		52
Interest expense, net		18,379			17,311			54,080			51,707
Loss before income taxes		(17,537	)		(35,983	)
Foreign currency gain (loss)		(112	)		(238	)		110			(328	)
Income taxes (benefit)		1,078			(995	)
Income (loss) before income taxes		25,995			13,139			2,597			(2,515	)
Net loss	$	(18,615	)	$	(34,988	)
Income taxes (benefit)		1,058			14,210			3,312			(896	)
Other Data:
Net income (loss)	$	24,937		$	(1,071	)	$	(715	)	$	(1,619	)
EBITDA (a)	$	6,713		$	(12,856	)
Other Data:
Adjusted EBITDA (a)		6,816			(12,621	)
EBITDA (a)	$	50,008		$	36,171		$	73,256		$	66,311
Adjusted EBITDA (a)		52,191			36,296			72,128			71,132


(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
	April 3, 2010			April 4, 2009
Net loss	$	(18,615	)	$	(34,988	)
Interest expense, net		18,617			17,686
Income taxes (benefit)		1,078			(995	)
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 ABL Facility.

The following table sets forth for the periods presented a summary of net sales by principal product offering (in thousands):

Quarters Ended

~~Nine Months Ended~~

October 3,

September 27,

October 3,

September 27,

April 3,

April 4,

2009

2008

2009

2008

2010

2009

Vinyl windows

~~114~~76,~~686~~337

~~108~~61,~~551~~057

~~276,717~~

~~282,174~~

Vinyl siding products

6739,~~857~~356

8235,~~044~~588

~~161,113~~

~~196,493~~

Metal products

5336,~~571~~375

6528,~~723~~983

~~127,017~~

~~166,856~~

Third party manufactured products

6637,~~885~~563

6532,~~366~~716

~~158,454~~

~~156,486~~

Other products and services

2114,~~808~~606

2013,~~994~~988

~~48,807~~

~~56,359~~

~~324~~204,~~807~~237

~~342~~172,~~678~~332

~~772,108~~

~~858,368~~

Quarter Ended April 3, 2010 Compared to Quarter Ended April 4, 2009

Net sales increased 18.5% to $204.2 million for the first quarter of 2010 compared to $172.3 million for the same period in 2009 primarily due to increased unit volumes, principally in vinyl windows, vinyl siding, metal products, third party manufactured products and the impact of the stronger Canadian dollar in 2010. During the first quarter of 2010 compared to the same period in 2009, vinyl window and vinyl siding unit volumes increased by approximately 19% and 9%, respectively.

Gross profit in the first quarter of 2010 was $48.4 million, or 23.7% of net sales, compared to gross profit of $30.3 million, or 17.6% of net sales, for the same period in 2009. The increase in gross profit as a percentage of net sales was a result of higher volume and lower manufacturing costs resulting from the continued implementation of cost reduction initiatives, improved operational efficiencies, procurement savings and the reduction of scrap.

Selling, general and administrative expenses decreased approximately $1.0 million to $47.5 million, or 23.2% of net sales, for the first quarter of 2010 versus $48.5 million, or 28.1% of net sales, for the same period in 2009. The decrease in selling, general and administrative expense was primarily due to decreased personnel costs as a result of headcount reductions made during 2009 generating a reduction of approximately $1.9 million and decreased bad debt expense of approximately $1.3 million. These reductions were partially offset by the translation impact on Canadian expenses as a result of a stronger Canadian dollar in 2009 of approximately $1.5 million and increased EBITDA-based incentive compensation programs and other sales-related commission accruals of approximately $0.8 million.

Income from operations was approximately $1.0 million for the quarter ended April 3, 2010 compared to a loss of approximately $18.2 million for the same period in 2009.

Interest expense increased $1.1 million for the first quarter of 2010 compared to the same period in 2009. The increase in interest expense was primarily due to the increased principal amount, and related amortization of deferred financing fees, of the 9.875% notes issued in November 2009.

The income tax provision for the first quarter of 2010 reflects an effective income tax rate of 6.1%, compared to an effective income tax rate of 2.8% for the same period in 2009. As there is no recognition for the U.S. tax benefit, this difference is a result of the change in the Canadian income as a percentage of total loss from the prior year.

The Company reported a net loss of $18.6 million during the first quarter of 2010 compared to a net loss of $35.0 million for the same period in 2009.

EBITDA for the first quarter of 2010 was positive $6.7 million compared to negative $12.9 million for the same period in 2009. Adjusted EBITDA for the first quarter of 2010 was positive $6.8 million compared to negative $12.6 million for the same period in 2009. Adjusted EBITDA for the first quarter of 2010 excludes tax restructuring costs of approximately $0.1 million and bank audit fees of less than $0.1 million. Adjusted EBITDA for the first quarter of 2009 excludes amortization related to prepaid management fees of $0.1 million and bank audit fees of $0.1 million.

Recent Accounting Pronouncements

A description of recently issued accounting pronouncements is included in Note 1 to the unaudited condensed consolidated financial statements. The Company evaluates the potential impact, if any, on its financial position, results of operations and cash flows, of all recent accounting pronouncements, and, if significant, makes the appropriate disclosures. During the first quarter, no material changes resulted from the adoption of recent accounting pronouncements.

Liquidity and Capital Resources

The following sets forth a summary of the Company’s cash flows for the quarters ended April 3, 2010 and April 4, 2009 (in thousands):


	Quarters Ended
	April 3,			April 4,
	2010			2009
Net cash (used in) provided by operating activities	$	(45,067	)	$	8,955
Net cash used in investing activities		(5,050	)		(1,348	)
Net cash provided by (used in) financing activities		18,000			(7,900	)

Cash Flows

At April 3, 2010, the Company had cash and cash equivalents of $23.7 million and available borrowing capacity of approximately $97.7 million under its Company’s ABL Facility. Outstanding letters of credit as of April 3, 2010 totaled approximately $9.1 million primarily securing deductibles of various insurance policies.

Cash Flows from Operating Activities

Net cash used in operating activities was $45.1 million for the three months ended April 3, 2010, compared to net cash provided by operating activities of $9.0 million for the same period in 2009. The factors typically impacting cash flows from operating activities during the first three months of the year include the Company’s operating results, the seasonal increase of inventory levels, and use of cash related to payments for accrued liabilities including payments of incentive compensation and customer sales incentives. Accounts receivable was a use of cash of $9.5 million for the three months ended April 3, 2010, compared to a source of cash of $6.7 million for the same period in 2009, resulting in a net decrease in cash flows of $16.2 million. Inventory was a use of cash of $22.2 million during the three months ended April 3, 2010, compared to a source of cash of $8.2 million during the same period in 2009, resulting in a net decrease in cash flows of $30.4 million, which was primarily due to increased inventory levels during the first quarter of 2010. Accounts payable and accrued liabilities were a use of cash of $0.7 million for the three months ended April 3, 2010, compared to a source of cash of $15.5 million for the same period in 2009, resulting in a net decrease in cash flows of $16.2 million. This significant change in cash flow is primarily due to the March 1, 2010 semi-annual interest payment on the 11.25% notes, which began on September 1, 2009. Cash flows used in operating activities for the three months ended April 3, 2010 includes income tax payments of $3.0 million, compared to $3.8 million of income tax payments for the same period in 2009.

~~(a)~~Cash ~~EBITDA~~Flows 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~~Investing ~~(as determined in accordance with GAAP) 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):~~Activities

	Quarters Ended					Nine Months Ended
	October 3,		September 27,			October 3,			September 27,
	2009		2008			2009			2008
Net income (loss)	$	24,937	$	(1,071	)	$	(715	)	$	(1,619	)
Interest expense, net		18,379		17,311			54,080			51,707
Income taxes		1,058		14,210			3,312			(896	)
Depreciation and amortization		5,634		5,721			16,579			17,119
EBITDA		50,008		36,171			73,256			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			—
Gain on debt extinguishment (h)		—		—			(8,897	)		—
Adjusted EBITDA (i)	$	52,191	$	36,296		$	72,128		$	71,132

During the three months ended April 3, 2010, net cash used in investing activities consisted of capital expenditures of $5.1 million. Capital expenditures in 2010 were primarily at supply centers for continued operations and relocations, the continued development of the Company’s new glass insourcing process and various enhancements at plant locations. During the three months ended April 4, 2009, net cash used in investing activities consisted of capital expenditures of $1.3 million, which were primarily at supply centers for continued operations, various projects at the Company’s West Salem, Ohio facility and several corporate information technology projects.

~~(b)~~Cash ~~Represents~~Flows 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,~~Financing 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 Associated Materials’ 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.Activities

Net cash provided by financing activities for the three months ended April 3, 2010 included net borrowings of $18.0 million under the ABL Facility. Net cash used in financing activities for the three months ended April 4, 2009 included net repayments under the ABL Facility of $3.5 million, payments for financing costs of $0.1 million related to the ABL Facility and dividend payments of $4.3 million. The dividend payments in 2009 were paid to AMH II to fund the scheduled interest payment on its 13.625% notes, which are no longer outstanding.

Description of the Company’s Outstanding Indebtedness

9.875% Notes

On November 5, 2009, Associated Materials issued in a private offering $200.0 million of its 9.875% Senior Secured Second Lien Notes due 2016. In February 2010, Associated Materials completed the offer to exchange all of its outstanding privately placed 9.875% Senior Secured Second Lien Notes due 2016 for newly registered 9.875% Senior Secured Second Lien Notes due 2016 (the “9.875% notes”). The 9.875% notes were issued by Associated Materials and Associated Materials Finance, Inc., a wholly owned subsidiary of Associated Materials (collectively, the “Issuers”). The 9.875% notes were originally issued at a price of 98.757%. The net proceeds from the offering were used to discharge and redeem Associated Materials’ outstanding 9 3/4% Senior Subordinated Notes due 2012 (the “9.75% notes”) and its outstanding 15% Senior Subordinated Notes due 2012 (the “15% notes”), and to pay fees and expenses related to the offering. As of April 3, 2010, the accreted balance of the 9.875% notes, net of the original issue discount, was $197.6 million. Interest on the 9.875% notes will be payable semi-annually on May 15th and November 15th of each year, commencing May 15, 2010.

The Issuers are required to redeem the 9.875% notes no later than December 1, 2013, if as of October 15, 2013, AMH’s 11 1/4% Senior Discount Notes due 2014 (the “11.25% notes”) remain outstanding, unless discharged or defeased, or if any indebtedness incurred by the Issuers or any of their holding companies to refinance such 11.25% notes matures prior to the maturity date of the 9.875% notes. Prior to November 15, 2012, the Issuers may redeem all or a portion of the 9.875% notes at any time or from time to time at a price equal to 100% of the principal amount of the 9.875% notes plus accrued and unpaid interest, plus a “make-whole” premium. Beginning on November 15, 2012, the Issuers may redeem all or a portion of the 9.875% notes at a redemption price of 107.406%. The redemption price declines to 104.938% at November 15, 2013, to 102.469% at November 15, 2014 and to 100% on November 15, 2015 for the remaining life of the 9.875% notes. In addition, on or prior to November 15, 2012, the Issuers may redeem up to 35% of the 9.875% notes using the proceeds of certain equity offerings at a redemption price equal to 100% of the aggregate principal amount thereof, plus a premium equal to the interest rate per annum on the 9.875% notes, plus accrued and unpaid interest, if any, to the date of redemption.

~~(g)~~The ~~During~~indenture governing the ~~third~~9.875% ~~quarter~~notes ofcontains ~~2009~~covenants that, among other things, limit the ~~Company~~ability ~~recorded~~of ~~one-time~~the ~~employee~~Issuers ~~termination~~and ~~costs~~of ~~resulting~~certain ~~from~~restricted ~~workforce~~subsidiaries ~~reductions~~to inincur ~~connection~~additional ~~with~~indebtedness, make ~~the~~loans ~~Company’s~~or ~~overall~~advances ~~cost~~to ~~reduction~~or ~~initiatives.~~other ~~(h)~~investments ~~Represents~~in ~~the~~subsidiaries ~~Company’s~~and ~~gain~~other onentities, ~~extinguishment~~sell ofits ~~debt~~assets or ~~for~~declare ~~the~~dividends. ~~nine~~If ~~months~~an ~~ended~~event ~~October~~of 3default occurs, ~~2009.~~the ~~(i)~~trustee ~~Prior~~or ~~year~~holders ~~adjusted~~of ~~EBITDA~~25% ~~amounts~~or ~~have~~more ~~been~~in aggregate ~~reclassified~~principal toamount ~~conform~~of tothe notes may accelerate the ~~current~~notes. ~~year’s~~If ~~presentation,~~an ~~which,~~event inof ~~conformity~~default ~~with~~relates ~~the~~to certain ~~computation~~events of ~~adjusted~~bankruptcy, ~~EBITDA~~insolvency ~~under~~or reorganization, the ~~Company’s~~9.875% ~~current~~notes ~~credit~~will ~~facility,~~automatically accelerate ~~excludes~~without any ~~adjustment~~further ~~for~~action ~~foreign~~required ~~currency~~by ~~gain~~the trustee or ~~loss~~holders of the 9.875% notes.

~~Quarter~~Covenants. ~~Ended~~The ~~October~~indenture governing the 9.875% notes (the “9.875% notes indenture”) contains covenants that, among other things and subject in each case to certain specified exceptions, limit the ability of the Issuers and of certain restricted subsidiaries: (i) 3to incur additional indebtedness unless Associated Materials meets a 2 to 1 consolidated coverage ratio test, ~~2009~~or ~~Compared~~as permitted under specified available baskets; (ii) to ~~Quarter~~make ~~Ended~~restricted ~~September~~payments; (iii) 27to incur restrictions on subsidiaries’ ability to make distributions or transfer assets to Associated Materials; (iv) to create, ~~2008~~incur, affirm or suffer to exist any liens, (v) to sell assets or stock of subsidiaries; (vi) to enter into transactions with affiliates; and (vii) to merge or consolidate with, or sell all or substantially all assets to, a third party or undergo a change of control.

~~Net~~Under ~~sales~~the ~~decreased~~restricted 5payments covenant in the 9.2875% notes indenture, Associated Materials and its restricted subsidiaries cannot, subject to ~~$324.8 million~~specified ~~for~~exceptions, make restricted payments unless: (i) the ~~third~~amount ~~quarter~~available for distribution of ~~2009~~restricted ~~compared~~payments tounder ~~$342~~the 9.7875% notes ~~million~~indenture ~~for~~ (the ~~same~~“restricted ~~period~~payments inbasket”) ~~2008~~exceeds ~~primarily~~the ~~due~~aggregate toamount ~~decreased~~of ~~unit~~the ~~volumes,~~proposed restricted ~~principally~~payment; (ii) Associated Materials is not in ~~vinyl siding~~default ~~and~~under ~~metal~~the ~~products,~~9.875% notes indenture; and (iii) the ~~impact~~consolidated coverage ratio of ~~the~~Associated ~~weaker~~Materials ~~Canadian~~exceeds ~~dollar~~2 to 1. Consolidated coverage ratio is defined in ~~2009~~the 9.875% ~~During~~notes indenture as the ~~third quarter~~ratio of ~~2009~~Associated ~~compared~~Materials’ EBITDA to ~~the~~consolidated ~~same~~interest ~~period~~expense (each as defined in ~~2008,~~such ~~vinyl~~indenture). ~~siding~~Restricted ~~unit~~payments (with ~~volumes~~certain ~~decreased~~exceptions) and net losses erode the restricted payment basket, while net income (by ~~approximately~~a 15factor of 50%), ~~while~~proceeds ~~vinyl~~from ~~window~~equity ~~unit~~issuances, ~~volumes~~and ~~increased~~proceeds ~~approximately~~from 2%investments and returns of capital increase the restricted payment basket. Restricted payments include paying dividends or making other distributions in respect of Associated Materials’ capital stock, purchasing, redeeming or otherwise acquiring capital stock or subordinated indebtedness of Associated Materials and making investments (other than certain permitted investments).

~~Gross~~Irrespective ~~profit~~of inwhether ~~the~~it ~~third~~is ~~quarter~~otherwise ofable ~~2009~~to ~~was~~pay ~~$97.8 million~~dividends under the restricted payments test described above, orthe 309.1875% notes indenture permits the payment of ~~net~~dividends ~~sales,~~by ~~compared~~Associated Materials to ~~gross~~Holdings ~~profit~~(and AMH) for the payment of interest on AMH’s 11.25% notes (or any refinancing thereof), in an aggregate amount not to exceed $86125.60 million, or 25if Associated Materials’ leverage ratio (as defined in the 9.3875% ofnotes ~~net~~indenture) ~~sales,~~is equal to or less than 4.5 to 1.00. The 9.875% notes indenture also permits dividends for the ~~same~~payment ~~period~~of principal on the 11.25% notes or AMH II’s 20% Senior Notes due 2014 (the “20% notes”) in ~~2008~~an aggregate amount not to exceed $50 million when Associated Materials’ leverage ratio is equal to or less than 4.5 ~~The~~to ~~increase~~1.00. inIn ~~gross~~addition, ~~profit~~subject asto acertain ~~percentage~~limitations, ofthe ~~net~~9.875% ~~sales~~notes ~~was~~indenture ~~primarily~~permits athe ~~result~~incurrence of additional ~~cost~~indebtedness ~~reduction~~secured ~~initiatives,~~by liens senior to the liens securing the 9.875% notes or pari ~~improved~~passu ~~operational~~with ~~efficiencies~~the ~~and~~liens ~~procurement~~securing ~~savings~~the 9.875% notes.

~~Selling,~~Associated ~~general~~Materials’ ~~and~~ability ~~administrative expense decreased~~ to ~~$53.3 million,~~make orrestricted ~~16.4%~~payments ofunder ~~net sales, for~~ the ~~third quarter of 2009 versus $55.~~9 ~~million, or 16~~.3875% ofnotes ~~net~~indenture ~~sales, for the same period in~~is ~~2008.~~subject ~~Selling,~~to ~~general~~compliance ~~and~~with ~~administrative expense for~~ the ~~quarter~~other ~~ended~~conditions ~~October 3,~~to ~~2009~~making ~~includes employee~~restricted ~~termination~~payments ~~costs~~provided offor ~~$1.7 million~~in ~~and tax restructuring costs of $0.3 million. Excluding~~such ~~these items~~indenture, ~~selling,~~to ~~general~~compliance ~~and~~with ~~administrative expense for~~ the ~~quarter~~restricted ~~ended~~payments ~~October 3,~~covenants ~~2009 decreased~~in ~~$4.6 million compared to~~ the ~~same~~ABL ~~period in 2008. The decrease in selling~~Facility, ~~general~~ and ~~administrative~~ ~~expense was primarily due~~ to statutory ~~higher~~limitations ~~bad~~on ~~debt expense in~~ the ~~third~~payment ~~quarter~~ of ~~2008~~dividends. ~~by approximately~~At ~~$2.8~~April ~~million~~3, as2010, asubject ~~result~~to of the ~~poor~~limitations ~~economic~~to both ~~conditions~~the ~~experienced~~Indenture infor ~~the prior year~~9.875% Innotes ~~addition,~~and the ~~decrease~~ABL ~~in selling~~Facility, ~~general~~Associated ~~and~~Materials ~~administrative~~could ~~expense was also due to~~have ~~decreased~~upstreamed ~~personnel~~an ~~costs~~additional ~~as a result of reduced headcount of approximately~~ $171.65 million, ~~decreased product~~which ~~delivery~~is ~~costs~~comprised inof ~~the~~availability ~~Company’s~~under ~~supply~~the ~~center~~borrowing ~~network of approximately $0.8 million~~ base and the ~~translation~~ ~~impact~~cash on ~~Canadian~~hand ~~expenses~~at asquarter ~~a result of the weaker Canadian dollar in 2009 of approximately $0~~end.~~5 million, partially offset by increased EBITDA-based incentive compensation~~ ~~programs and other sales-related accruals of approximately $1.4 million.~~

~~Throughout~~Events ~~2009,~~of ~~the~~default. ~~Company~~The ~~initiated~~9.875% ~~certain~~indenture ~~restructuring~~provides ~~activities~~for ~~designed~~the tofollowing ~~achieve~~events of default: (i) ~~operational~~default ~~efficiencies~~for by30 days ~~reducing~~in payment of interest on the ~~Company’s~~9.875% ~~overall~~notes; ~~cost~~(ii) default ~~structure~~in payment of principal on the 9.875% ~~These~~notes; ~~activities~~(iii) the failure by the Issuers or any Subsidiary Guarantor to ~~included~~comply ~~reducing~~with other agreements in the ~~Company’s~~Indenture ~~workforce~~or the 9.875% ~~During~~notes, ~~the~~in ~~third~~certain ~~quarter~~cases ~~ended~~subject ~~October~~to notice and lapse of time; (iv) 3,certain ~~2009,~~accelerations ~~the~~(including failure to pay within any grace ~~Company~~period ~~determined~~after final maturity) of other indebtedness of the ~~headcount~~Issuers ~~reductions~~or ~~made~~any ~~over~~significant subsidiary if the ~~past~~amount ~~several~~accelerated ~~months~~(or ~~will~~so beunpaid) ~~permanent~~exceeds $10.0 million; (v) certain events of bankruptcy or Asinsolvency awith ~~result,~~respect to the ~~Company~~Issuers ~~recorded~~or aany ~~one-time~~significant ~~restructuring~~subsidiary; ~~charge~~(vi) certain judgments or decrees for the payment of money in excess of $110.70 million; inand ~~employee~~(vii) certain defaults with ~~termination~~respect ~~costs~~to ~~within~~the ~~selling,~~subsidiary ~~general~~guarantees and ~~administrative~~the ~~expense~~security ~~for~~documents creating a security interest in assets to secure the ~~third~~obligations ~~quarter~~under ~~ended~~the 9.875% notes, the subsidiary guarantees and other pari ~~October 3~~passu secured indebtedness. If an event of default occurs and is continuing, ~~2009~~the trustee or the holders of at least 25% in principal amount of the outstanding 9.875% notes may declare all the 9.875% notes to be due and payable. Certain events of bankruptcy or insolvency are events of default which will result in the 9.875% notes being due and payable immediately upon the occurrence of such events of default.

~~Income~~Change ~~from~~of ~~operations~~control. ~~was~~In ~~$44.5 million~~the ~~during~~event of a change of control of Associated Materials, as defined in the ~~third~~9.875% ~~quarter~~notes indenture, holders of ~~2009~~the ~~compared~~9.875% notes have the right to ~~$30.7~~require Associated ~~million~~Materials ~~for~~to ~~the~~repurchase ~~same~~their ~~period~~9.875% notes at a purchase price in ~~2008~~cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to the repurchase date.

Interest expense increased $1.1 million for the third quarter of 2009 compared to the same period in 2008. The increase in interest expense was primarily due to the incremental accretion on the 11 1/4% notes, accrued interest, and related amortization of deferred financing fees, on Associated Materials’ 15% senior subordinated notes issued at the end of the second quarter of 2009, partially offset by lower overall borrowings under Associated Materials’ credit facilities and decreased interest rates during 2009.

The income tax provision for the third quarter of 2009 reflects an effective income tax rate of 4.1%, compared to an effective income tax rate of 108.2% for the same period in 2008. The decrease in the effective income tax rate in 2009 is primarily due to recognizing the tax benefit of the U.S. losses. These tax benefits were not recognized in previous periods in 2009 as a result of the uncertainty of the ability to utilize the losses in the economic environment. Improved operations of the company during the current quarter have improved this outlook.

Net income was $24.9 million for the quarter ended October 3, 2009 compared to a net loss of $1.1 million for the same period in 2008.

EBITDA for the third quarter of 2009 was $50.0 million compared to EBITDA of $36.2 million for the same period in 2008. Adjusted EBITDA for the third quarter of 2009 was $52.2 million compared to adjusted EBITDA of $36.3 million for the same period in 2008. Adjusted EBITDA for the third quarter of 2009 excludes employee termination costs of $1.7 million, tax restructuring costs of $0.3 million, amortization related to prepaid management fees of $0.1 million and bank audit fees of less than $0.1 million. Adjusted EBITDA for the third quarter of 2008 excludes amortization related to prepaid management fees of $0.1 million.

~~Nine~~The ~~Months~~fair ~~Ended~~value ~~October~~of the 9.875% notes was $216.5 million and $197.5 million at April 3, ~~2009~~2010 ~~Compared~~and January 2, to2010, ~~Nine~~respectively. ~~Months~~In ~~Ended~~accordance ~~September~~with the principles described in the FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), the fair value of the 9.875% notes as of April 3, 2010 was measured using Level 1 inputs of quoted prices in active markets. The fair value of the 9.875% notes as of January 272, ~~2008~~2010 was based upon the pricing determined in the private offering of the 9.875% notes at the time of issuance in November 2009.

~~Net sales decreased 10~~11.025% ~~to $772.1 million for the nine months ended October 3, 2009 compared~~Notes 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~~As ~~profit~~of ~~for the nine months ended October~~April 3, ~~2009~~2010, ~~was~~AMH had $~~206~~431.0 million, orin 26aggregate principal amount of its 11.725% notes outstanding. The 11.25% notes are unsecured senior obligations of ~~net~~AMH, equal in right of payment ~~sales~~with AMH’s existing and future unsecured senior indebtedness, ~~compared~~senior in right of payment to ~~gross~~any current ~~profit~~or future indebtedness of ~~$210.2 million,~~AMH orthat 24is made subordinated to the 11.525% notes, effectively subordinated in right of ~~net~~payment ~~sales~~to AMH’s existing and future secured debt, ~~for~~to the ~~same~~extent ~~period~~of inthe ~~2008.~~value ~~The~~of ~~increase~~the inassets ~~gross~~securing ~~profit~~such asdebt, aand ~~percentage~~structurally subordinated to all obligations of existing ~~net~~and ~~sales~~future ~~was~~subsidiaries ~~primarily~~of AMH, including Associated Materials. AMH’s payment obligations under the 11.25% notes are not guaranteed by Associated Materials or any other party. The 11.25% notes are redeemable at the option of AMH, currently at a ~~result~~redemption price of ~~cost~~103.750% (beginning ~~reduction~~on ~~initiatives~~March 1, ~~improved~~2010), ~~operational~~declining ~~efficiencies~~to 101.875% on March 1, 2011, and ~~procurement~~to ~~savings~~100% on March 1, 2012 for the remaining life of the 11.25% notes.

~~Selling,~~Prior ~~general and administrative expense decreased~~ to ~~$153.1~~March ~~million~~1, ~~or 19.8% of net sales~~2009, ~~for~~interest ~~the~~accrued ~~nine~~at ~~months~~a ~~ended~~rate ~~October 3,~~of ~~2009 versus $158~~11.~~9 million, or 18.5~~25% ofper ~~net~~annum ~~sales,~~on ~~for~~ the ~~same~~11.25% ~~period~~notes in the ~~2008.~~form ~~Selling,~~of ~~general~~an ~~and~~increase ~~administrative~~in ~~expense for~~ the ~~nine~~accreted ~~months~~value ~~ended October 3, 2009 includes employee termination costs~~ of ~~$1.7 million,~~the ~~tax restructuring costs of $0~~notes.~~3 million~~ ~~and~~Since ~~bank audit fees of $0.1~~March ~~million~~1, ~~while selling~~2009, ~~general~~cash ~~and~~interest ~~administrative expense~~has ~~for~~been ~~the~~accruing ~~nine~~at ~~months ended September 27, 2008 includes~~ a ~~loss~~rate ~~upon the disposal~~ of ~~assets other than by sale of $1~~11.~~8 million.~~25% ~~Excluding~~per ~~these~~annum ~~items,~~on ~~selling, general and administrative expense for~~ the ~~nine months ended October 3, 2009 decreased $6~~11.~~1 million~~25% ~~compared~~notes toand ~~the~~is ~~same~~payable ~~period~~semi-annually in ~~2008.~~ ~~The~~arrears ~~decrease~~on inMarch ~~selling,~~1st ~~general~~ and ~~administrative~~September ~~expense~~1st ~~was primarily due to the translation impact on Canadian expenses as a result~~ of ~~the~~each ~~weaker Canadian dollar in 2009 of approximately $4.0 million~~year, ~~decreased~~with ~~personnel~~the ~~costs~~first aspayment ~~a result~~ of ~~reduced~~cash ~~headcount~~interest ~~of approximately $2.4 million,~~under ~~and decreased product delivery costs in~~ the ~~Company’s supply center network of approximately $2~~11.~~0 million,~~25% ~~partially~~notes ~~offset~~paid byon ~~increased bad debt expense of approximately $2.2~~September ~~million~~1, ~~recorded during~~ 2009 ~~as a result of current economic conditions~~.

~~Throughout~~Because ~~2009,~~AMH ~~due~~is toa ~~economic~~holding ~~conditions~~company ~~and~~with asno aindependent ~~cost control measure~~operations, ~~the~~it ~~Company~~is ~~reduced~~dependent upon ~~its~~distributions, ~~workforce~~payments and ~~placed~~loans afrom ~~number~~Associated ofMaterials ~~employees~~to onservice ~~temporary~~its ~~lay-off~~indebtedness ~~status.~~under ~~During~~ the 11.25% ~~second~~notes. ~~and third~~If ~~quarters,~~Associated ~~several~~Materials ofwere ~~these~~precluded ~~employees~~from ~~were~~making ~~re-instated~~restricted topayments, aneither ~~active~~under its ~~status.~~debt ~~During~~agreements ~~the~~or ~~third quarter~~pursuant ~~ended~~to ~~October 3,~~statutory ~~2009,~~limitations on the ~~Company~~payment ~~determined~~of dividends, it would not be ~~recall~~able ~~the~~to ~~remaining~~dividend ~~employees. As~~or aotherwise ~~result,~~upstream ~~the~~sufficient ~~Company~~funds ~~recorded~~to aAMH ~~one-time~~to ~~charge~~permit ofAMH $1to service its 11.~~7 million~~25% innotes. ~~employee~~In ~~termination~~that ~~costs during~~event, ~~the~~AMH ~~third~~would ~~quarter~~have ~~ended~~to ~~October 3,~~find ~~2009~~alternative ~~within~~sources ~~selling,~~of ~~general~~liquidity ~~and~~to ~~administrative~~meet ~~expense~~its inobligations under the ~~consolidated~~11.25% ~~statements of operations~~notes.

~~During~~Covenants. The indenture governing the ~~nine~~11.25% ~~months~~notes ~~ended~~contains ~~September 27,~~covenants ~~2008~~that, ~~the~~among ~~Company~~other things ~~incurred~~and ~~costs~~subject ofin ~~$1.8 million related~~each case to ~~relocating~~certain aspecified ~~portion~~exceptions, limit the ability of ~~its~~AMH ~~vinyl~~and ~~siding~~of certain ~~production~~restricted subsidiaries (including Holdings and ~~distribution.~~Associated ~~These~~Materials): ~~costs~~(i) to ~~were~~incur ~~comprised~~additional ofindebtedness ~~asset~~unless ~~impairment~~(x) in ~~costs~~the case of AMH, ~~costs~~AMH ~~incurred~~meets toa ~~relocate~~2 ~~manufacturing~~to ~~equipment~~1 ~~and~~consolidated ~~costs~~coverage ~~associated~~ratio ~~with~~test and (y) in the ~~transition~~case of ~~distribution~~Associated ~~operations.~~Materials Inor ~~addition,~~its ~~the~~restricted ~~Company~~subsidiaries, ~~recorded $0.9~~Associated ~~million~~Materials ofmeets ~~inventory~~a ~~markdown~~2 ~~costs~~to ~~associated~~1 ~~with~~consolidated ~~these~~coverage ~~restructuring~~ratio ~~efforts~~test, ~~within~~or ~~cost~~as ~~of goods~~permitted ~~sold~~under ~~for~~specified available ~~the~~baskets; ~~nine~~(ii) to ~~months~~incur ~~ended~~liens; ~~September~~(iii) ~~27,~~to ~~2008.~~make ~~The~~restricted ~~Company~~payments; ~~discontinued~~(iv) to ~~its~~incur restrictions ~~use~~on the ability of the ~~warehouse~~ ~~facility~~restricted ~~adjacent~~subsidiaries of AMH to ~~the~~make ~~Ennis~~distributions ~~manufacturing~~or ~~plant~~transfer assets ~~during~~to ~~the~~AMH ~~second~~or ~~quarter~~its ofrestricted ~~2009.~~subsidiaries; ~~As a~~(v) to ~~result,~~sell ~~the~~assets ~~related~~or ~~lease~~stock ~~costs~~of ~~associated~~subsidiaries; (vi) to enter into transactions with ~~the~~affiliates; ~~discontinued~~and ~~use~~(vi) to ofmerge ~~the~~or ~~warehouse~~consolidate ~~facility were~~with, ~~recorded~~or assell aall ~~restructuring~~or substantially ~~charge~~all ofassets ~~approximately~~to, ~~$5.3 million~~a ~~for~~third ~~the~~party ~~nine~~or ~~months~~undergo ~~ended October 3,~~a ~~2009~~change of control.

~~Income~~Under ~~from~~the ~~operations~~restricted ~~was~~payments ~~$56.6 million~~covenant ~~for~~in the ~~nine~~11.25% ~~months~~notes ~~ended October 3~~indenture, ~~2009~~AMH ~~compared~~and its restricted subsidiaries (including Holdings and Associated Materials) cannot, subject to specified exceptions, ~~$49.5~~make restricted payments unless: (i) ~~million~~the amount available for distribution of restricted payments under the ~~same~~11.25% ~~period~~notes indenture (the “restricted payments basket”) exceeds the aggregate amount of the proposed restricted payment; (ii) AMH is not in ~~2008~~default under the 11.25% notes indenture; and (iii) the consolidated coverage ratio of AMH exceeds 2 to 1.

~~Interest~~Events ~~expense~~of ~~increased~~default. $2The 11.~~4 million~~25% notes indenture provides for the ~~nine~~following ~~months~~events ~~ended~~of ~~October~~default: (i) 3,default ~~2009~~in ~~compared to~~ the ~~same~~payment ~~period~~of ininterest, ~~2008.~~continued ~~The~~for ~~increase~~30 days; (ii) default in ~~interest~~the ~~expense~~payment ~~was~~of principal ~~primarily~~when due; (iii) failure by AMH to ~~the~~comply ~~incremental accretion~~with onits covenants in the 11 ~~1/4~~.25% notes indenture, ~~accrued~~subject ~~interest~~to applicable grace periods; (iv) payment default after maturity, ~~and~~or acceleration ~~related~~following ~~amortization~~other defaults with respect to, indebtedness of ~~deferred~~AMH ~~financing~~or any significant ~~fees,~~subsidiary onexceeding ~~Associated~~$10.0 million; ~~Materials’~~(v) certain ~~15%~~events ~~senior~~of ~~subordinated~~bankruptcy, ~~notes~~insolvency ~~issued~~or atreorganization; and ~~the~~(vi) certain ~~end~~undischarged ofjudgments ~~the~~or ~~second~~decrees for ~~quarter~~the payment of ~~2009,~~money ~~partially~~exceeding ~~offset~~a byspecified ~~lower~~threshold. ~~overall~~These ~~borrowings~~events ~~under~~of ~~Associated~~default ~~Materials’~~are ~~credit~~generally ~~facilities~~similar ~~and~~to ~~decreased~~those ~~interest~~provided ~~rates~~for ~~during~~in ~~2009~~the 9.875% notes indenture.

~~The~~If ~~income~~an ~~tax~~event ~~provision~~of ~~for~~default ~~the nine months ended October 3~~occurs, ~~2009~~the ~~reflects~~trustee anor ~~effective income~~holders ~~tax rate~~ of ~~127.5~~25%, ~~compared~~or tomore anin ~~effective~~aggregate ~~income~~principal amount ~~tax rate~~ of ~~35.6% for~~ the ~~same~~notes ~~period~~may ~~in 2008.~~accelerate ~~The increase in~~ the ~~effective~~notes. ~~income~~If ~~tax~~an ~~rate~~event inof ~~2009~~default isrelates ~~primarily due~~ to ~~the~~certain ~~recognition~~events of abankruptcy, ~~valuation~~insolvency ~~allowance~~or ~~against~~reorganization, ~~current~~the ~~year~~notes ~~deferred~~will ~~tax~~automatically ~~assets.~~accelerate ~~This~~without ~~valuation allowance is~~any ~~consistent~~further ~~with~~action ~~the~~required ~~treatment~~by of the ~~deferred~~trustee ~~tax~~or ~~assets~~holders as of ~~January 3,~~the ~~2009~~notes.

~~Net~~Change ~~loss~~of ~~was $0~~control.~~7 million~~ ~~for~~In the ~~nine~~event ~~months~~of ~~ended~~a ~~October 3~~change of control, ~~2009~~as ~~compared~~defined toin $1the 11.~~6 million~~25% notes ~~for~~indenture, of AMH, holders of the ~~same~~11.25% ~~period~~notes have the right to require AMH to repurchase their notes at a purchase price in ~~2008~~cash equal to 101% of the accreted value thereof plus accrued and unpaid interest to the repurchase date.

~~EBITDA~~The ~~for~~fair ~~the~~value ~~nine months ended October 3, 2009 was $73.3 million compared to EBITDA~~ of ~~$66.3 million for~~ the ~~same period in 2008~~11.25% ~~Adjusted~~notes ~~EBITDA for the nine months ended October 3, 2009~~ was $72443.19 million ~~compared~~and ~~to adjusted EBITDA of~~ $71415.19 million ~~for~~at ~~the same period in 2008. Adjusted EBITDA for the nine months ended October~~April 3, ~~2009~~2010 ~~excludes~~and ~~the gain on debt extinguishment of $8.9~~January ~~million~~2, ~~manufacturing~~2010, ~~restructuring costs of $5~~respectively.~~3 million,~~ ~~employee~~In ~~termination~~accordance ~~costs~~with ofthe ~~$1.7 million,~~principles ~~amortization~~described ~~related~~in toASC ~~prepaid management fees of $0.4 million~~820, ~~tax restructuring costs of $0.3 million and bank audit fees of $0.1 million. Adjusted EBITDA for~~ the ~~nine months ended September 27, 2008 excludes manufacturing restructuring~~fair ~~costs~~value of ~~$2.6 million, loss upon~~ the ~~disposal~~11.25% ofnotes ~~assets~~was ~~other~~measured ~~than~~using byLevel ~~sale of $~~1~~.8 million~~ ~~and amortization~~inputs ~~related~~of toquoted ~~prepaid~~prices ~~management~~in ~~fees~~active ~~of $0~~markets.~~4 million.~~

~~Recent~~ABL ~~Accounting Pronouncements~~Facility

AOn ~~description~~October 3, of2008, ~~recently~~Associated ~~issued~~Materials, ~~accounting~~Gentek ~~pronouncements~~Building isProducts, ~~included~~Inc. inand ~~Note~~Associated Materials 1Canada toLimited (formerly known as Gentek Building Products Limited), as borrowers, entered into the ABL Facility with Wells Fargo Securities, LLC (formerly known as Wachovia Capital ~~unaudited~~Markets, ~~condensed~~LLC) ~~consolidated~~and ~~financial~~CIT ~~statements.~~Capital ~~The~~Securities ~~Company~~LLC, ~~evaluates~~as ~~the~~joint ~~potential~~lead ~~impact~~arrangers, ifWachovia ~~any~~Bank, onN.A., ~~its~~as ~~financial~~agent ~~position,~~and ~~results~~the lenders party to the facility. Pursuant to a reorganization of ~~operations~~certain Canadian subsidiaries of Associated Materials occurring in August and ~~cash~~September ~~flows~~of 2009 (the “Canadian Reorganization”), Gentek Building Products Limited Partnership, a newly formed Canadian operating entity, was added as a borrower under the Canadian portion of ~~all~~the ~~recent~~ABL ~~accounting~~Facility. ~~pronouncements~~The ABL Facility provides for a senior secured asset-based revolving credit facility of up to $225.0 million, comprising a $165.0 million U.S. facility and, ifa ~~significant~~$60.0 million Canadian facility, ~~makes~~in each case subject to borrowing base availability under the ~~appropriate~~applicable ~~disclosures~~facility. ~~During~~Pursuant to an amendment to the ~~third~~ABL ~~quarter~~Facility (the “ABL Facility Amendment”) entered into in connection with the issuance of the 9.875% notes, noeffective ~~material~~November 5, 2009, the maturity date of the ABL Facility is the earliest of ~~changes~~(i) October 3, ~~resulted~~2013 ~~from~~and (ii) the ~~adoption~~date three months prior to the stated maturity date of ~~recent~~the ~~accounting~~9.875% notes ~~pronouncements~~(as amended, supplemented or replaced), if any such notes remain outstanding at such date taking into account any stated maturity dates which may be contingent, conditional or alternative. As of April 3, 2010, there was $28.0 million drawn under the ABL Facility and $97.7 million available for additional borrowing.

~~Liquidity~~The obligations of Associated Materials, Gentek Building Products, Inc., Associated Materials Canada Limited, and ~~Capital~~Gentek ~~Resources~~Building Products Limited Partnership as borrowers under the ABL Facility, are jointly and severally guaranteed by Holdings and by Associated Materials’ wholly owned domestic subsidiaries, Gentek Holdings, LLC and Associated Materials Finance, Inc. (formerly Alside, Inc.). Such obligations and guaranties are also secured by (i) a security interest in substantially all of the owned real and personal assets (tangible and intangible) of Associated Materials, Holdings, Gentek Building Products, Inc., Gentek Holdings, LLC and Associated Materials Finance, Inc. and (ii) a pledge of up to 65% of the voting stock of Associated Materials Canada Limited and Gentek Canada Holdings Limited. The obligations of Associated Materials Canada Limited and Gentek Building Products Limited Partnership are further secured by a security interest in their owned real and personal assets (tangible and intangible) and are guaranteed by Gentek Canada Holdings Limited, an entity formed as part of the Canadian Reorganization.

The ~~following~~interest ~~sets~~rate ~~forth~~applicable ato ~~summary~~outstanding ofloans under the ~~Company~~ABL Facility is, at Associated Materials’s ~~cash~~option, ~~flows~~equal ~~for~~to ~~the~~either ~~nine~~a ~~months~~U.S. ~~ended~~or Canadian adjusted base rate or a Eurodollar base rate ~~October 3~~plus an applicable margin. Pursuant to the ABL Amendment, ~~2009~~the applicable margin related to adjusted base rate loans ranges from 1.25% to 2.25%, and ~~September 27~~the applicable margin related to LIBOR loans ranges from 3.00% to 4.00%, ~~2008~~with (the applicable margin in ~~thousands):~~each case depending on Associated Materials’ quarterly average excess availability.

	Nine Months Ended
	October 3,			September 27,
	2009			2008
Cash provided by operating activities	$	76,433		$	9,007
Cash used in investing activities		(31,062	)		(9,749	)
Cash used in financing activities		(21,783	)		(8,311	)

As of April 3, 2010, the per annum interest rate applicable to borrowings under the ABL Facility was 5.25%. The weighted average interest rate for borrowings under the ABL Facility was 4.8% for the quarter ended April 3, 2010. As of April 3, 2010, Associated Materials had letters of credit outstanding of $9.1 million primarily securing deductibles of various insurance policies. Associated Materials is required to pay a commitment fee of 0.50% to 0.75% per annum on any unused amounts under the ABL Facility.

~~Cash~~Associated ~~Flows~~Materials’ borrowing base under the ABL Facility, for each of the U.S. and Canadian facilities, is generally equal to (A) 85% of eligible accounts receivable plus (B) the lesser of (i) the sum of (x) 50% of the value of eligible raw materials inventory, other than painted coil, plus (y) the lesser of 35% of the value of painted coil and $2.5 million plus (z) 60% of the value of finished goods inventory, and (ii) 85% of the net orderly liquidation value of eligible inventory, plus (C) the lesser of fixed asset availability and $24.8 million (for the U.S. facility) or $9.0 million (for the Canadian facility), minus (D) attributable reserves. Fixed asset availability is generally defined as equal to 85% of the net orderly liquidation value of eligible equipment plus 70% of the appraised fair market value of eligible real property; provided that such amount decreases by a fixed amount each month. Associated Materials’ borrowing base will fluctuate during the course of the year based on a variety of factors impacting Associated Materials’ level of eligible accounts receivable and inventory, including seasonal builds in inventory immediately prior to and during the peak selling season and changes in the levels of accounts receivable, which tend to increase during the peak selling season and are at seasonal lows during the winter months. Associated Materials’ peak selling season is typically May through October. As of April 3, 2010, Associated Materials’ borrowing base was $134.8 million, which was based on the borrowing base calculation utilizing February month end account balances.

At October 3, 2009, the Company had cash and cash equivalents of $31.0 million and available borrowing capacity of approximately $143.0 million under the revolving portion of its credit facility. Outstanding letters of credit as of October 3, 2009 totaled $8.3 million primarily securing deductibles of various insurance policies.

Cash Flows from Operating Activities

Net cash provided by operating activities was $76.4 million for the nine months ended October 3, 2009, compared to $9.0 million for the same period in 2008. The factors typically impacting cash flows from operating activities during the first nine months of the year include the Company’s operating results, the seasonal increase of inventory levels, and use of cash related to payments for accrued liabilities including payments of incentive compensation and customer sales incentives. Accounts receivable was a use of cash of $48.5 million for the nine months ended October 3, 2009, compared to $52.0 million for the same period in 2008, resulting in a net increase in cash flows of $3.5 million. Inventory was a source of cash of $11.1 million during the nine months ended October 3, 2009, compared to a use of cash of $34.1 million during the same period in 2008, resulting in a net increase in cash flows of $45.2 million, which was primarily due to reduced inventory levels and declining commodity costs. Accounts payable and accrued liabilities were a source of cash of $83.5 million for the nine months ended October 3, 2009, compared to $50.4 million for the same period in 2008, resulting in a net increase in cash flows of $33.1 million, which was primarily due to improved vendor terms in 2009, reduced inventory purchase requirements during the fourth quarter of 2008 and the decline of commodity prices towards the end of 2008. Cash flows provided by operating activities for the nine months ended October 3, 2009 includes AMH’s first semi-annual cash interest payment on its outstanding 11 1/4% notes made on September 1, 2009. Cash flows provided by operating activities for the nine months ended October 3, 2009 includes income tax payments of $8.9 million, compared to $15.5 million of income tax payments for the same period in 2008.

~~Cash~~Covenants. ~~Flows~~The ABL Facility contains covenants that, among other things and subject in each case to certain specified exceptions, limit the ability of Holdings, Associated Materials and its subsidiaries to: (i) merge or consolidate with, or sell equity interests, indebtedness or assets to, a third party; (ii) wind up, liquidate or dissolve; (iii) create liens or other encumbrances on assets; (iv) incur additional indebtedness or make payments in respect of existing indebtedness; (v) make loans, investments and acquisitions; (vi) make certain restricted payments; (vii) enter into transactions with affiliates; (viii) engage in any business other than the business engaged in by Associated Materials at the time of entry into the ABL Facility; and (ix) incur restrictions on its subsidiaries’ ability to make distributions to Holdings or Associated Materials or transfer or encumber its subsidiaries’ assets. The ABL Facility also requires Associated Materials to obtain an unqualified audit opinion from ~~Investing~~its ~~Activities~~independent registered public accounting firm on its consolidated financial statements for each fiscal year.

~~During~~The ~~the~~ABL ~~nine~~Facility ~~months~~does ~~ended~~not ~~October 3,~~require ~~2009,~~Associated ~~net~~Materials ~~cash~~to ~~used~~comply inwith ~~investing~~any ~~activities included~~financial anmaintenance ~~intercompany~~covenants, ~~loan~~unless ofit has less than $2628.81 million ~~paid~~of toaggregate ~~the~~excess ~~Company’s~~availability ~~direct~~at any ~~parent~~time ~~company~~(or ~~AMH~~less IIthan ~~by Associated Materials in June~~$20.6 ~~2009~~million ~~for~~of ~~use~~excess inavailability under the ~~AMH~~U.S. IIfacility ~~debt~~or ~~exchange~~less ~~and capital expenditures of~~than $47.25 million. ~~Capital~~of ~~expenditures~~excess inavailability ~~2009~~under ~~were~~the ~~primarily~~Canadian atfacility), ~~supply~~during ~~centers~~which ~~for~~time ~~continued~~Associated ~~operations~~Materials ~~and~~is ~~relocations,~~subject ~~various~~to ~~enhancements~~compliance atwith ~~plant~~a ~~locations~~fixed ~~and~~charge ~~several~~coverage ~~corporate information~~ratio ~~technology~~covenant ~~projects~~of 1.1 ~~During~~to ~~the~~1. ~~nine~~As ~~months ended September~~of April 273, ~~2008~~2010, ~~net~~Associated ~~cash~~Materials ~~used~~exceeded ~~in investing~~the ~~activities~~minimum ~~included~~aggregate ~~capital~~excess ~~expenditures~~availability ~~of $9.8 million. Capital expenditures in 2008~~thresholds, ~~were primarily to expand capacity at the Company’s Burlington~~ and ~~West~~therefore, ~~Salem~~was ~~manufacturing facilities~~not ~~and~~required ~~improve~~to ~~capabilities~~comply atwith ~~its~~this ~~window~~maintenance ~~facilities~~covenant.

~~Cash~~Under ~~Flows~~the ~~from~~ABL ~~Financing~~Facility ~~Activities~~restricted payments covenant, subject to specified exceptions, Holdings, Associated Materials and its restricted subsidiaries cannot make restricted payments, such as dividends or distributions on equity, redemptions or repurchases of equity, or payments of certain management or advisory fees or other extraordinary forms of compensation, unless prior written notice is given and, as of the date of and after giving effect to the making of the restricted payment:

~~Net~~• ~~cash~~excess ~~used~~availability inunder ~~financing activities for~~ the ~~nine months ended October 3, 2009 included net repayments under Associated Materials’~~ ABL Facility ofexceeds $3245.5 0 million, ~~payments~~for ofthe ~~financing~~total ~~costs of~~facility, ~~$5.0 million~~ and ~~dividend payments of~~ $424.3 8 million, ~~partially~~and ~~offset by the~~ $209.0 million ~~issuance~~ ~~of Associated Materials’ new 15% notes. Net cash used in financing activities~~ for the ~~nine~~ ~~months ended September 27, 2008 includes dividend payments of $8~~U.~~3 million~~S. ~~The dividends paid in 2009~~ and ~~2008~~Canadian ~~were~~facilities, ~~paid~~respectively, toif the ~~Company’s~~fixed ~~direct~~asset ~~parent~~availability ~~company~~(as todefined) ~~fund~~is ~~AMH~~greater ~~II’s~~than ~~scheduled interest~~zero; ~~payment~~or onif ~~its~~the 13fixed ~~5/8%~~asset ~~notes,~~availability ~~which~~is ~~are~~equal noto ~~longer~~zero, ~~outstanding~~$33.8 Inmillion ~~addition,~~for ~~AMH~~the ~~received a~~total ~~dividend~~facility, ~~from~~and ~~Associated~~$20.6 ~~Materials~~million inand ~~September 2009~~$7.5 tomillion ~~fund~~for ~~its~~the ~~scheduled~~U.S. ~~interest~~and ~~payment~~Canadian ~~on its~~facilities, ~~11 1/4% notes.~~ respectively;

~~Description~~• the consolidated EBITDA (as defined under the ABL Facility) of Holdings and its subsidiaries in the ~~Company’s~~most ~~Outstanding~~recent ~~Indebtedness~~ 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

On• ~~October 3,~~no ~~2008,~~default ~~Associated~~has ~~Materials,~~occurred ~~Gentek Building Products, Inc.~~ and ~~Gentek~~is ~~Building Products~~continuing ~~Limited,~~under as borrowers, entered into an asset-based credit facility with Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets, LLC) and CIT Capital Securities LLC, as joint lead arrangers, Wachovia Bank, N.A., as agent and the ~~lenders party to the facility (the “~~ABL Facility”). One of the joint lead arrangers under the ABL Facility, CIT Capital Securities LLC, is a subsidiary of CIT Group, Inc. (“CIT”) who incurred significant rating downgrades due to liquidity concerns. Subsidiaries of CIT are also lenders under both the U.S. and Canadian facilities described below. CIT’s and its subsidiaries’ aggregate commitments represent 21.1% of the total commitments under Associated Materials’ facilities. CIT recently announced that it had commenced a restructuring of its capital structure. Under the plan, CIT launched exchange offers for certain unsecured notes. CIT announced that if it does not achieve the objectives of the exchange offers, it may decide to initiate a voluntary filing under Chapter 11 of the U.S. Bankruptcy Code. As a result, CIT is concurrently soliciting bondholders and other holders of CIT debt to approve a prepackaged plan of reorganization. It is uncertain whether CIT’s comprehensive restructuring efforts will be successful. The Company continues to closely monitor this situation and does not believe it will have a material impact on the Company’s financial condition or ability to fund operations.

~~Effective~~Excess ~~August 21,~~availability ~~2009,~~is ~~the~~generally ~~Company~~defined ~~formed~~under ~~Gentek~~the ~~Canada~~ABL ~~Holdings~~Facility ~~Limited,~~as athe ~~Canadian corporation~~difference ~~wholly~~between ~~owned~~the borrowing bybase ~~Gentek~~and ~~Building~~the ~~Products,~~outstanding ~~Inc.~~obligations ~~The~~of ~~Company~~the ~~also~~borrowers ~~formed~~(as ~~Gentek~~such ~~Building Products~~obligations ~~Limited~~are ~~Partnership, a Canadian limited partnership wholly owned by Gentek Building~~adjusted ~~Products~~for ~~Limited~~changes asin the ~~limited~~level ~~partner~~of reserves and ~~Gentek~~certain ~~Canada~~other ~~Holdings~~short ~~Limited~~term aspayables). During the ~~general partner.~~three ~~The~~months ~~operations~~ended ofApril 3, ~~Gentek~~2010, ~~Building~~Holdings ~~Products~~and ~~Limited~~Associated Materials were ~~sold~~not toprevented ~~Gentek~~from ~~Building Products Limited~~making ~~Partnership~~restricted inpayments ~~accordance~~by ~~with~~ the ~~asset~~ABL ~~purchase~~Facility’s ~~agreement~~restricted ~~dated~~payments ~~September 5, 2009~~covenant. InFor ~~addition,~~ the ~~corporate~~fourth ~~name~~quarter of ~~Gentek Building Products Limited was legally changed to Associated Materials~~ ~~Canada Limited on September 6~~2009, ~~2009.~~the ~~Associated~~consolidated ~~Materials~~EBITDA ~~Canada~~of ~~Limited, Gentek Canada~~ Holdings ~~Limited~~ and ~~Gentek~~its ~~Building~~subsidiaries, ~~Products Limited Partnership are collectively known~~ as ~~the~~determined ~~“Canadian Entities”.~~in ~~Gentek~~accordance ~~Building Products Limited Partnership was~~with ~~added~~the asABL aFacility, ~~borrower~~exceeded ~~under~~50% ~~the Canadian portion~~ of the ~~credit facilities~~consolidated ~~and~~EBITDA ~~Gentek~~for ~~Canada Holdings Limited was added as a guarantor of~~ the ~~Canadian~~fourth ~~portion~~quarter of ~~the credit facilities~~2008.

~~The~~Associated ~~obligations~~Materials’ ofexcess ~~Associated~~availability ~~Materials,~~under ~~Gentek~~the ~~Building~~ABL ~~Products,~~Facility ~~Inc~~was $97.,7 million ~~Associated~~as ~~Materials Canada~~of ~~Limited~~April 3, ~~and~~2010. ~~Gentek~~The ~~Building~~excess ~~Products~~availability ~~Limited~~will ~~Partnership~~fluctuate asthroughout ~~borrowers under~~ the ~~credit facilities,~~course ~~are~~of ~~jointly~~the ~~and~~year ~~severally~~based ~~guaranteed~~on bya variety ~~Holdings~~of ~~and~~factors byimpacting Associated Materials’ ~~wholly owned~~borrowing ~~domestic~~base ~~subsidiaries, Gentek Holdings, LLC~~ and ~~Alside,~~outstanding ~~Inc.~~borrowings ~~Such obligations~~ and ~~guaranties~~ ~~are~~other ~~also~~obligations. ~~secured~~The byborrowing ~~(i) a~~base ~~security~~and ~~interest~~the inlevel ~~substantially all~~ of ~~the~~outstanding ~~owned~~borrowings ~~real~~ and ~~personal~~other ~~assets~~obligations ~~(tangible~~are ~~and~~impacted ~~intangible)~~by the seasonality of Associated Materials,’ ~~Holdings~~business, ~~Gentek~~as ~~Building~~sales ~~Products, Inc.,~~and ~~Gentek~~earnings ~~Holdings,~~are ~~LLC~~typically lower ~~and~~during ~~Alside, Inc. and (ii) a pledge of up to 65% of~~ the ~~voting~~first ~~stock~~quarter of ~~Associated~~ ~~Materials~~each ~~Canada~~year, ~~Limited~~while ~~and~~working ~~Gentek~~capital ~~Canada~~requirements ~~Holdings~~increase ~~Limited. The obligations of Alside,~~prior ~~Inc.~~to ~~and~~the ~~Gentek~~peak ~~Building~~selling ~~Products~~season ~~Limited~~as ~~Partnership~~inventories are ~~further~~built ~~secured by a security interest~~ in ~~their~~ ~~owned~~advance ~~real~~of ~~and~~the ~~personal~~peak ~~assets~~selling ~~(tangible and intangible) and are guaranteed by Gentek Canada Holdings Limited~~season.

~~The~~Events of Default. Events of default under the ABL Facility ~~provides~~include: ~~for~~(i) nonpayment aof principal ~~senior~~or ~~secured~~interest; ~~asset-based~~(ii) failure ~~revolving~~to ~~credit~~comply ~~facility~~with ofcovenants, upsubject to applicable grace periods; ~~$225.0~~(iii) ~~million,~~defaults ~~comprising~~on aindebtedness in excess of $~~165~~7.05 million; ~~U.S.~~(iv) change ~~facility~~of ~~and~~control aevents; ~~$60.0 million~~(v) certain ~~Canadian~~events ~~facility~~of bankruptcy, ininsolvency or reorganization; (vi) any material provision of any ABL ~~each~~Facility ~~case~~document ~~subject~~ceasing to ~~borrowing~~be ~~base~~valid, ~~availability~~binding ~~under~~and ~~the~~enforceable ~~applicable~~or ~~facility.~~any Asassertion of ~~October~~such invalidity; (vii) 3a guarantor denying, ~~2009,~~ ~~there~~disaffirming ~~was~~or ~~$23.5~~otherwise failing to perform its obligations under its guaranty; (viii) ~~million~~any ~~drawn~~event of default under any other document related to the ABL Facility; and (ix) certain undischarged judgments or decrees for the payment of money, certain ERISA events, and certain Canadian tax events, in each case in excess of specified thresholds.

As of October 3, 2009, the per annum interest rate applicable to borrowings under the ABL Facility was 4.5% and the weighted average interest rate for the quarter ended October 3, 2009 was 4.4%.

Associated Materials’ borrowing base under the ABL Facility will fluctuate during the course of the year based on a variety of factors impacting Associated Materials’ level of eligible accounts receivable and inventory, including seasonal builds in inventory immediately prior to and during the peak selling season and changes in the levels of accounts receivable, which tend to increase during the peak selling season and are at seasonal lows during the winter months. Associated Materials’ peak selling season is typically May through October. As of October 3, 2009, Associated Materials’ borrowing base was $174.8 million, which was based on the borrowing base calculation utilizing August month end account balances. Associated Materials’ excess availability under the ABL Facility was $143.0 million as of October 3, 2009.

The ABL Facility does not require Associated Materials to comply with any financial maintenance covenants, unless it has less than $28.1 million of aggregate excess availability at any time (or less than $20.6 million of excess availability under the U.S. facility or less than $7.5 million of excess availability under the Canadian facility), during which time Associated Materials is subject to compliance with a fixed charge coverage ratio covenant of 1.1 to 1. As of October 3, 2009, Associated Materials exceeded the minimum aggregate excess availability thresholds, and therefore, was not required to comply with this maintenance covenant.

~~Under~~If ~~the~~an ~~ABL~~event ~~Facility~~of ~~restricted~~default ~~payments~~under ~~covenant,~~the ~~subject~~ABL toFacility ~~specified~~occurs ~~exceptions, Holdings, Associated Materials~~ and ~~its~~is ~~restricted~~continuing, ~~subsidiaries~~amounts ~~cannot~~outstanding under ~~make~~the ~~restricted~~ABL ~~payments, such~~Facility asmay ~~dividends~~be oraccelerated ~~distributions~~upon ~~on equity~~notice, ~~redemptions~~in orwhich ~~repurchases~~case ofthe ~~equity,~~obligations orof ~~payments~~the oflenders ~~certain~~to ~~management~~make orloans ~~advisory~~and ~~fees~~arrange orfor ~~other~~letters ~~extraordinary forms~~ of ~~compensation, unless~~credit ~~prior~~under ~~written~~the ~~notice~~ABL isFacility ~~given~~would ~~and~~cease. ~~certain~~If ~~EBITDA~~an ~~and~~event of ~~availability~~default ~~thresholds~~relates ~~are~~to ~~met.~~certain ~~Less~~events ~~restrictive~~of ~~availability~~bankruptcy, ~~tests~~insolvency ~~apply~~or ~~for~~reorganization ~~intercompany~~of ~~transfers.~~Holdings, ~~During~~Associated ~~the~~Materials, ~~quarter~~or ~~ended~~the ~~October 3,~~other ~~2009,~~borrowers ~~Holdings~~ and ~~Associated~~guarantors ~~Materials~~under ~~were~~the ~~not~~ABL ~~prevented~~Facility, ~~from~~the payment ~~making~~obligations ~~restricted~~of ~~payments~~the byborrowers under the ABL Facility’s ~~restricted~~will ~~payments~~become ~~covenant~~automatically due and payable without any further action required.

AsParent ofCompany ~~October 3, 2009, Associated Materials had $165.0 million and $20.0 million in aggregate~~Indebtedness principal amount of its 9 3/4% notes and 15% notes, respectively, due 2012 outstanding. The 9 3/4% notes and 15% notes rank pari passu with each other, and are subordinated in right of payment to all unsubordinated indebtedness of Associated Materials. The 9 3/4% notes, which mature on April 15, 2012, pay interest semi-annually in arrears on April 15th and October 15th. The 15% notes mature on July 15, 2012 and pay interest quarterly in arrears on January 15th, April 15th, July 15th and October 15th. The 9 3/4% notes are redeemable at Associated Materials’ option, currently at a redemption price of 101.625% plus accrued and unpaid interest to the redemption date. This redemption price declines to 100% on April 15, 2010 for the remaining life of the notes. The 15% notes are redeemable at Associated Materials’ option, at an initial redemption price of 101% plus accrued and unpaid interest to the redemption date, with the redemption price declining to 100% on December 22, 2009. Associated Materials’ payment obligations under the 9 3/4% notes and 15% notes are fully and unconditionally guaranteed, jointly and severally on a senior subordinated basis, by its domestic wholly owned subsidiaries: Gentek Holdings, LLC, Gentek Building Products, Inc. and Alside, Inc. The Canadian Entities do not guarantee Associated Materials’ 9 3/4% or 15% notes. Upon a change of control of Associated Materials, as defined, holders of the 9 3/4% notes and the 15% notes have the right to require Associated Materials to repurchase their notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest.

~~The~~AMH’s ~~indentures~~direct ~~governing~~parent ~~the~~company, 9AMH ~~3/4%~~II, ~~notes~~is a holding company with no independent operations. In connection with a December 2004 recapitalization transaction, AMH II was formed and 15subsequently issued $75 million of 13.625% ~~notes~~Senior ~~contain~~Notes ~~covenants~~due ~~that~~2014 (the “13.625% notes”). In June 2009, ~~among~~AMH ~~other~~II ~~things~~entered ~~and~~into ~~subject~~an inexchange ~~each~~agreement ~~case~~pursuant to ~~certain~~which ~~specified~~it ~~exceptions,~~paid ~~limit~~$20.0 million ~~the~~in ~~ability~~cash ofand ~~Associated~~issued ~~Materials~~$13.066 million ~~and~~original principal amount of ~~certain~~its ~~restricted~~20% ~~subsidiaries:~~notes ~~(i) to~~in ~~incur~~exchange ~~additional~~for ~~indebtedness~~all ~~unless~~of its outstanding ~~Associated~~13.625% ~~Materials~~notes. ~~meets~~Interest aon 2AMH II’s 20% notes is payable in cash semi-annually in arrears or may be added to-1 ~~consolidated~~the ~~coverage~~then ~~ratio~~outstanding ~~test~~principal amount of the 20% notes and paid at maturity on December 1, or2014. asThe ~~permitted~~debt ~~under~~restructuring transaction was accounted for in accordance with the principles ~~specified~~described ~~available~~in ~~baskets;~~FASB ~~(ii) to~~ASC ~~make~~470-60, ~~restricted~~Troubled ~~payments;~~Debt Restructurings by Debtors (~~iii~~“ASC 470-60”) to. ~~incur~~As ~~restrictions~~of onApril ~~subsidiaries’~~3, ~~ability~~2010, toAMH ~~make~~II ~~distributions~~has orrecorded ~~transfer~~liabilities ~~assets~~for tothe ~~Associated~~$13.066 million ~~Materials;~~original ~~(iv)~~principal amount and $23.7 million of accrued interest related to ~~sell~~ ~~assets~~all orfuture ~~stock~~interest ofpayments ~~subsidiaries;~~on ~~(v) to~~its ~~enter~~20% ~~into~~notes ~~transactions~~in accordance with ~~affiliates;~~ASC ~~and~~470-60. ~~(vi) to merge~~As orof ~~consolidate~~April 3, ~~with~~2010, ortotal ~~sell~~AMH ~~all~~II ordebt, ~~substantially~~including ~~all~~that ~~assets~~of toits consolidated subsidiaries, awas ~~third~~approximately ~~party~~$693.4 million, orwhich ~~undergo~~includes ~~a change~~$23.7 million of accrued ~~control~~interest related to all future interest payments on AMH II’s 20% notes.

~~At October 3~~AMH, ~~2009,~~Holdings ~~the~~and ~~amount~~Associated ofMaterials ~~the~~are each restricted ~~payments~~subsidiaries ~~basket~~ under the 9indenture for ~~3/4%~~AMH ~~notes~~II’s ~~and 15~~20% notes ~~indentures,~~and ~~net~~are oftherefore ~~restricted~~subject ~~payments~~to ~~made~~the ~~through~~covenants ~~that~~and ~~date,~~events ~~was~~of ~~approximately~~default ~~$46.2~~described ~~million~~therein. ~~Associated~~Covenants ~~Materials’~~and ~~ability~~events toof ~~make~~default ~~restricted~~with ~~payments~~respect ~~under~~to ~~the~~AMH 9II’s ~~3/4~~20% notes ~~and~~are ~~15% notes~~generally ~~indentures is subject~~ similar to ~~compliance~~those ~~with the other conditions to making restricted payments~~ provided for in the 9 ~~3/4~~.875% notes indenture and ~~15% notes indentures, to compliance with~~ the ~~restricted payments~~indenture ~~covenants~~governing inAMH’s ~~the~~11.25% ~~ABL Facility, and to statutory limitations on the payment of dividends~~notes.

AsBecause ofAMH ~~October 3,~~II ~~2009,~~has ~~AMH~~no ~~had~~independent ~~$431.0 million~~operations, init ~~aggregate~~is ~~principal~~dependent ~~amount~~upon ofdistributions, ~~its~~payments ~~11 1/4%~~and ~~senior~~loans ~~discount~~from ~~notes~~Associated ~~due~~Materials ~~2014~~and ~~outstanding.~~AMH ~~Interest~~to ~~accrued~~service atits aindebtedness ~~rate~~obligations ofunder 11the ~~1/4~~20% ~~per annum on the~~ notes. ~~in the form of an increase in the accreted value of the notes prior to March 1~~However, ~~2009. Thereafter,~~unlike ~~cash~~AMH ~~interest~~II’s ofpreviously 11outstanding ~~1/4~~13.625% ~~per annum on the~~ notes, ~~accrues~~all ~~and is payable semi-annually in arrears on March 1st and September 1st~~ of ~~each~~which ~~year,~~were ~~with the first payment~~exchanged offor ~~cash interest under~~ the ~~11 1/4~~20% notes ~~paid~~in ~~on September~~June 12009, ~~2009.~~interest ~~During~~on ~~the second quarter of 2009,~~ AMH II ~~purchased $15.0 million par value of AMH~~’s ~~11 1/4~~20% notes ~~directly~~may ~~from~~be ~~the~~added ~~AMH debtholders~~to ~~with~~the ~~funds~~then ~~loaned from Associated Materials for approximately $5.9 million. In~~outstanding ~~exchange~~principal ~~for~~amount of the ~~purchased 11 1/4~~20% notes, ~~AMH~~and IIpaid ~~was~~at ~~granted~~maturity ~~additional equity interest in AMH. As a result, AMH recorded a gain~~ on ~~debt extinguishment of $8.9~~December ~~million for the nine months ended October 3~~1, ~~2009~~2014.

InIf ~~connection~~Associated ~~with~~Materials ~~a December 2004 recapitalization transaction, AMH’s parent company AMH II was formed,~~ and AMH IIwere ~~subsequently~~unable ~~issued~~to ~~$75 million~~or ofwere 13precluded ~~5/8%~~from ~~senior~~making ~~notes due 2014. In June~~restricted ~~2009~~payments, ~~AMH~~either IIunder ~~entered~~their ~~into~~debt anagreements ~~exchange~~or ~~agreement~~ pursuant to ~~which~~statutory itlimitations ~~paid~~on ~~$20.0 million~~the inpayment ~~cash and~~of ~~issued~~dividends, ~~$13.066 million~~AMH ~~original~~would ~~principal~~not ~~amount~~be ofable ~~its~~to ~~20%~~dividend ~~senior~~or ~~notes~~otherwise ~~due~~upstream ~~2014~~sufficient infunds ~~exchange~~to ~~for all of its outstanding 13 5/8% senior notes due 2014. Interest on~~ AMH II’s ~~20% notes is payable in~~to ~~cash~~allow ~~semi-annually~~AMH inII ~~arrears or may be added~~ to make the ~~then~~payments ~~outstanding~~due ~~principal~~on ~~amount~~its ~~of the~~ 20% notes ~~and paid~~ at maturity ~~on December 1, 2014~~. InUnder ~~accordance~~such ~~with~~a ~~the principles described in FASB ASC 470-60~~scenario, ~~“Troubled Debt Restructurings by Debtors” (SFAS No.15),~~ AMH II would ~~recorded~~have ato ~~debt restructuring~~find ~~gain~~alternative sources of ~~approximately~~liquidity ~~$19.2 million~~to ~~for~~meet ~~the~~its ~~nine~~obligations ~~months~~under ~~ended~~the ~~October 3,~~20% ~~2009~~notes. ~~As of~~ ~~October 3, 2009,~~ AMH IIdoes ~~has~~not ~~recorded~~guarantee ~~liabilities for~~ the ~~$13~~11.~~066 million original principal amount and $32.7 million of accrued interest related to all future interest payments on Associated Materials’ 15~~25% notes ~~due~~or ~~2012~~the ~~and AMH II’s~~ 20% notes ~~due~~and ~~2014.~~has Asno ofobligation ~~October 3, 2009, total AMH II debt, including that of its consolidated subsidiaries, was approximately $685.3 million, which includes $32.7 million of accrued interest related~~ to ~~all~~make ~~future~~any ~~interest~~ payments ~~on Associated~~ ~~Materials’~~with ~~15%~~respect ~~notes and AMH II’s 20% notes~~thereto.

If Associated Materials were unable to meet its indebtedness obligations with respect to the ABL Facility or the 9.875% notes, or if either of AMH or AMH II, were not able to meet its indebtedness obligations under the 11.25% notes or the 20% notes, as the case may be, or if an event of default were otherwise to occur with respect to any of such indebtedness obligations, and such indebtedness obligations could not be refinanced or amended to eliminate the default, then the lenders under the ABL Facility (in the case of an event of default under that facility) or the holders of the applicable series of notes (in the case of an event of default under those notes) could declare the applicable indebtedness obligations due and payable and exercise any remedies available to them. Any event of default under the 9.875% notes could in turn trigger a cross-default under the ABL Facility, and any acceleration of the ABL Facility, the 9.875% notes or the 11.25% notes could, in turn, result in an event of default under the other indebtedness obligations of the relevant obligor on such indebtedness and its parent companies, allowing the holders of such indebtedness likewise to declare all such indebtedness obligations due and payable and exercise any remedies available to them.

In June 2009, at the time Associated Materials entered into the purchase agreement pursuant to which it issued its 15% notes (which were redeemed and discharged in connection with the issuance of its 9.875% notes in November 2009), Associated Materials entered into an intercompany loan agreement with AMH II, pursuant to which Associated Materials agreed to periodically make loans to AMH II in an amount not to exceed an aggregate outstanding principal amount of approximately $33.0 million at any one time, plus accrued interest. Interest accrues at a rate of 3% per annum and is added to the then outstanding principal amount on a semi-annual basis. The principal amount and accrued but unpaid interest thereon will mature on May 1, 2015. As of April 3, 2010, the principal amount of borrowings by AMH II under this intercompany loan agreement and accrued interest thereon was $27.4 million. The Company believes that AMH II will have the ability to repay the loan in accordance with its stated terms. Due to the related party nature and the underlying terms of the intercompany loan with AMH II, the Company has deemed it not practical to assign and disclose a fair value estimate.

~~AMH~~The ~~and~~Company ~~AMH~~believes IIits ~~have~~cash noflows ~~independent~~from operations, and ~~as a result they are dependent upon distributions, payments and loans from~~ Associated Materials’ ~~to service their indebtedness. In~~borrowing ~~particular,~~capacity ~~AMH~~under isthe ~~dependent~~ABL onFacility ~~Associated~~will ~~Materials’~~be ~~ability~~sufficient to ~~pay~~satisfy ~~dividends or otherwise upstream funds to it in order to service~~ its obligations ~~under~~to ~~the~~pay 11principal ~~1/4% notes,~~ and ~~AMH~~ IIinterest ~~is similarly dependent~~ on ~~AMH’s ability to further upstream funds in order to service~~ its ~~obligations~~ ~~under~~outstanding ~~the~~debt, ~~20%~~maintain ~~notes.~~current Ifoperations ~~Associated~~and ~~Materials~~provide ~~were unable to generate~~ sufficient ~~earnings,~~ ~~or were precluded from making restricted payments~~capital, ~~either under its debt agreements or~~as ~~pursuant~~well toas ~~statutory~~pay ~~limitations on the payment of~~ dividends, itor ~~would~~make ~~not~~other ~~be able to dividend or otherwise~~ upstream payments sufficient ~~funds~~for to AMH to ~~permit~~be ~~AMH~~able to service its debt 11obligations ~~1/4%~~through ~~notes~~2010. ~~Similarly~~However, if ~~AMH~~there ~~did~~is ~~not~~a ~~have~~significant ~~sufficient~~decline ~~access~~in todemand ~~earnings~~for ~~of Associated Materials, or were likewise~~the ~~precluded~~Company’s ~~from making restricted payments~~products, itthe ~~would~~Company’s ~~not~~ability ~~be able~~ to ~~dividend~~generate orcash ~~otherwise upstream~~ sufficient ~~funds~~ to ~~AMH~~meet IIits toexisting indebtedness ~~allow~~obligations ~~AMH~~could IIbe toadversely ~~service~~affected, ~~its~~and ~~20%~~the ~~notes.~~Company ~~Under~~could ~~such~~be ~~scenarios,~~required either or ~~both of AMH or AMH II would have~~ to find ~~alternative~~alternate sources of liquidity or to ~~meet~~refinance ~~their respective~~its ~~obligations~~existing ~~under~~indebtedness ~~the 11 1/4% notes and 20% notes. However, unlike AMH II’s 13 5/8% notes, all of which were exchanged for 20% notes~~ in ~~June 2009,~~order ~~AMH~~to ~~II’s 20% notes do not require~~avoid ~~any~~defaulting ~~cash payments to be made until maturity~~ on ~~December 1,~~its ~~2014.~~debt ~~Associated Materials does not guarantee the 11 1/4% notes or the 20% notes and has no obligation to make any payments with respect thereto~~obligations.

InThe ~~June 2009,~~ability atof the ~~time~~Company ~~Associated~~to ~~Materials~~generate ~~entered~~sufficient ~~into~~funds ~~the~~and ~~purchase~~have ~~agreement~~sufficient ~~pursuant to~~restricted ~~which~~payments itcapability ~~issued~~both to service its ~~15%~~own ~~notes,~~debt ~~Associated~~obligations ~~Materials~~and ~~entered~~to ~~into~~allow anthe ~~intercompany~~Company ~~loan~~to ~~agreement~~pay ~~with~~dividends or make other upstream payments sufficient for AMH II, ~~pursuant~~to be able to ~~which~~service ~~Associated~~its obligations ~~Materials~~will ~~agreed~~be todependent ~~periodically~~in ~~make~~large ~~loans~~part toon ~~AMH~~the IIimpact inof building products industry conditions anon ~~amount~~the ~~not~~Company’s tobusiness, ~~exceed~~profitability anand ~~aggregate~~cash ~~outstanding~~flows ~~principal~~and ~~amount~~on the ability of ~~approximately~~the ~~$33.0 million~~Company atand/or ~~any~~its ~~one~~parent ~~time,~~company ~~plus~~to ~~accrued~~refinance ~~interest~~its indebtedness. ~~Interest~~There ~~accrues~~can atbe ano ~~rate~~assurance ofthat 3%the ~~per~~Company ~~annum~~ and/or AMH ~~will~~II would be ~~added~~ able to ~~the~~obtain ~~then~~any ~~outstanding~~necessary ~~principal~~consents ~~amount~~or onwaivers ain ~~semi-annual~~the ~~basis.~~event ~~The~~any ~~principal~~of ~~amount~~them ~~and~~is ~~accrued~~unable ~~but~~to ~~unpaid~~service ~~interest~~or ~~thereon~~were ~~will~~to ~~mature~~otherwise ondefault ~~May 1,~~under ~~2015.~~their Asdebt ~~of October 3~~obligations, ~~2009,~~or ~~the~~that ~~principal amount~~any of ~~borrowings~~them bywould ~~AMH~~be able IIto ~~under~~successfully ~~this~~refinance ~~intercompany~~their ~~loan~~indebtedness. ~~agreement~~The ~~and~~ability ~~accrued~~to ~~interest~~refinance ~~thereon~~any indebtedness may be ~~was~~made ~~$27.0 million.~~more ~~Due~~difficult to the ~~related~~extent ~~party~~that ~~nature~~current building products industry and ~~the~~credit ~~underlying~~market conditions ~~terms~~continue to persist. The inability of the ~~intercompany loan~~Company ~~with~~and/or AMH II, ~~the~~to ~~Company~~service ~~has~~or ~~deemed~~refinance their itindebtedness ~~not~~would ~~practical~~likely tohave ~~assign~~a ~~and~~material ~~disclose~~adverse aeffect ~~fair~~on ~~value estimate~~the Company and/or AMH II.

AMH made its first semi-annual cash interest payment on its outstanding 11 1/4% notes on September 1, 2009. Associated Materials believes its cash flows from operations and its borrowing capacity under the ABL Facility will be sufficient to satisfy its obligations to pay principal and interest on its outstanding debt, maintain current operations and provide sufficient capital, as well as pay dividends or make other upstream payments sufficient for AMH to be able to service its debt obligations through 2010. However, as discussed under “– Overview” above, the building products industry continues to be negatively impacted by a weak housing market, with a number of factors contributing to lower current demand for Associated Materials’ products, including reduced numbers of existing home sales and new housing starts and depreciation in housing prices. If these trends continue, Associated Materials’ ability to generate cash sufficient to meet its existing indebtedness obligations could be adversely affected, and Associated Materials could be required either to find alternate sources of liquidity or to refinance its existing indebtedness in order to avoid defaulting on its debt obligations.

The ability of Associated Materials to generate sufficient funds and have sufficient restricted payments capability both to service its own debt obligations and to allow Associated Materials to pay dividends or make other upstream payments sufficient for AMH to be able to service its increased obligations will be dependant in large part on the impact of building products industry conditions on Associated Materials’ business, profitability and cash flows and on the ability of Associated Materials and/or its parent companies to refinance its and/or their indebtedness. There can be no assurance that Associated Materials or AMH would be able to obtain any necessary consents or waivers in the event either of them is unable to service or were to otherwise default under their debt obligations, or that either of them or AMH II would be able to successfully refinance their indebtedness. The ability to refinance any indebtedness may be made more difficult to the extent that current building products industry and credit market conditions continue to persist. The inability of either of Associated Materials or AMH to service or either of them and/or AMH II to refinance their indebtedness would likely have a material adverse effect on each of Associated Materials, AMH and AMH II.

As previously disclosed by the Company, AMH II and its direct and indirect subsidiaries (including Associated Materials and AMH) are continuing to explore ways to optimize their capital structure, which could include various liability management transactions and/or the refinancing of certain debt securities during the remainder of 2009 or thereafter.

Effects of Inflation

The principal raw materials used by the Company are vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware, and packaging materials, all of which ~~are~~have ~~available~~historically ~~from~~been asubject ~~number~~to ofprice ~~suppliers~~changes. ~~The~~Raw ~~Company,~~material ~~along~~pricing ~~with~~on the ~~entire~~Company’s ~~building~~key ~~products~~commodities ~~industry,~~have ~~has~~fluctuated ~~experienced~~significantly ~~significant fluctuations~~ over the past three years. inMore ~~key~~recently, ~~raw~~the ~~material~~price of resin and ~~commodity~~aluminum ~~costs~~has increased in response to higher demand and tight supply. In response, the Company recently announced price increases ~~over the past several years~~ on certain of its product offerings to offset the inflation of raw materials, and continually monitors market conditions for price changes as warranted. The Company’s ability to maintain gross margin levels on its products during periods of rising raw material costs depends on the Company’s ability to obtain selling price increases. Furthermore, the results of operations for individual quarters can and have been negatively impacted by a delay between the timing of raw material cost increases and price increases on the Company’s products. There can be no assurance that the Company will be able to maintain the selling price increases already implemented or achieve any future price increases. At ~~October~~April 3, ~~2009~~2010, the Company had no raw material hedge contracts in place.

Certain Forward-Looking Statements

All statements other than statements of historical facts included in this report regarding the prospects of the industry and the Company’s prospects, plans, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “~~will~~should,” “~~should,” “~~expect,” “intend,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue” or the negatives of these terms or variations of them or similar terminology. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it does not assure that these expectations will prove to be correct. Such statements reflect the current views of the Company’s management with respect to its operations, results of operations and future financial performance. The following factors are among those that may cause actual results to differ materially from the forward-looking statements:

•

the Company’s operations and results of operations;

• ~~changes~~declines in home building and remodeling industries, economic conditions, and changes in interest rates, foreign currency exchange rates and other conditions;

• ~~changes~~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;~~28

•Table changesof in national and regional trends in new housing starts and home remodeling;Contents

• 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 ~~its~~the 9 ~~3/4~~.875% notes and 1511.25% notes;

• ~~Associated~~the ~~Materials~~Company’s ability to make distributions, payments or loans to its parent ~~companies~~company to allow ~~them~~it to make required payments on ~~their~~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;

• ~~shifts~~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

• ~~increases~~the other factors discussed under Item 1A. “Risk Factors” as filed in the Company’s ~~indebtedness;~~Annual Report on Form 10-K for the year ended January 2, 2010 and elsewhere in this report.

All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements included in this report. These forward-looking statements speak only as of the date of this report. The Company does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, unless the securities laws require it to do so.

• increases in costs of environmental compliance;

• increases in unanticipated warranty or product liability claims;

• increases in capital expenditure requirements;

• potential conflict between existing Alside and Gentek distribution channels; 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 3, 2009 and elsewhere in this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

~~Associated~~The ~~Materials~~Company has outstanding borrowings under its ABL Facility and may incur ~~additional~~ additional borrowings from time to time for general corporate purposes, including working capital and capital expenditures. The interest rate applicable to outstanding loans under the ABL Facility is, at ~~Associated Materials~~the Company’s option, equal to either a United States or Canadian adjusted base rate plus an applicable margin ranging from 01.7525% to 12.7525%, or LIBOR plus an applicable margin ranging from 23.5000% to 34.5000%, with the applicable margin in each case depending on ~~Associated~~the ~~Materials~~Company’ s quarterly average “excess availability” (as defined). At ~~October~~April 3, ~~2009~~2010, ~~Associated~~the ~~Materials~~Company had borrowings outstanding of $2328.5 0 million under the ABL Facility. The effect of a 1.00% increase or decrease in interest rates would increase or decrease total annual interest expense by approximately $0.23 million.

~~AMH~~The Company has $~~431~~200.0 million aggregate principal at maturity in 2016 of senior ~~discount~~secured second lien notes ~~due 2014~~ that bear ana fixed interest rate of ~~11 1/4%~~9.875% ~~Associated Materials has $165.0 million~~ and $20431.0 million of senior ~~subordinated~~ discount notes due ~~2012~~2014 that bear a fixed interest rate of ~~9 3/4~~11.25% ~~and 15%, respectively~~. The fair ~~values~~value of ~~Associated Materials’~~the 9 ~~3/4~~.875% notes and ~~15% notes and AMH’s~~ 11 ~~1/4~~.25% notes ~~are~~is sensitive to changes in interest rates. In addition, the fair ~~values~~value ~~are~~is affected by the Company’s overall credit rating, which could be impacted by changes in ~~Associated~~the ~~Materials~~Company’s future operating results. At ~~October~~April 3, ~~2009~~2010, the fair ~~values~~value of ~~Associated~~the ~~Materials’ and AMH’s~~ 9 ~~3/4~~.875% notes and 11 ~~1/4~~.25% notes ~~were~~was $~~161~~216.35 million and $~~327~~443.69 million, respectively, based upon their quoted market ~~price. The fair value of Associated Materials’ 15% notes is not based upon quoted market~~ prices ~~as the notes were issued in a private placement and price quotations are not available~~. ~~The Company estimates the fair value~~ ~~of Associated Materials’ 15% notes at October 3, 2009 to be approximately $20.0 million based upon market and income approach valuations estimated by an external source.~~

Foreign Currency Exchange Risk

The Company’s revenues are primarily from domestic customers and are realized in U.S. dollars. However, the Company realizes revenues from sales made through Gentek’s Canadian distribution centers in Canadian dollars. The Company’s Canadian manufacturing facilities acquire raw materials and supplies from U.S. vendors, which results in foreign currency transactional gains and losses upon settlement of the obligations. Payment terms among Canadian manufacturing facilities and these vendors are short-term in nature. The Company may, from time to time, enter into foreign exchange forward contracts with maturities of less than three months to reduce its exposure to fluctuations in the Canadian dollar. At ~~October~~April 3, ~~2009~~2010, the Company was a party to foreign exchange forward contracts for Canadian dollars, the value of which was immaterial. atA ~~October~~10% strengthening or weakening from the levels experienced during the first quarter of 2010 of the U.S. dollar relative to the Canadian dollar would have resulted in an approximately $0.3 million decrease or increase, respectively, in net income for the quarter ended April 3, ~~2009~~2010.

Commodity Price Risk

See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Effects of Inflation” for a discussion of the market risk related to the Company’s principal raw materials — vinyl resin, aluminum and steel.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the fiscal period covered by this report, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as as amended) (the “Exchange Act”) to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Based upon this evaluation, for the reasons discussed below, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of ~~the~~ the fiscal period covered by this report, the disclosure controls and procedures (including the additional review necessary to confirm the fair presentation in the financial statements, in light of the material ~~weaknesses~~weakness discussed below) were functioning effectively.

As previously disclosed in the Company’s Form 10-K for the year ended January 2, 2010, the Company did not maintain effective controls over the completeness and accuracy of the income tax provision and the related balance sheet accounts. The Company’s income tax accounting in 2009 had significant complexity due to multiple debt transactions during the year including the restructuring of debt at an indirect parent company, the impact of repatriation of foreign earnings and the related foreign tax credit calculations, changes in the valuation allowance for deferred tax assets, and the related impact of the Company’s tax sharing agreement. Specifically, the Company’s controls over the processes and procedures related to the calculation and review of the annual tax provision were not adequate to ensure that the income tax provision was prepared in accordance with generally accepted accounting principles. Additionally, these control deficiencies could result in a misstatement of the income tax provision, the related balance sheet accounts and note disclosures that would result in a material misstatement to the annual consolidated financial statements that would not be prevented or detected. Accordingly, management has concluded as a result of these control deficiencies that a material weakness in the Company’s internal control over financial reporting existed as of January 2, 2010 and continues to exist as of April 3, 2010. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In light of the material weakness identified, the Company performed additional analyses to ensure the consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the consolidated financial statements included in this Form 10-Q, fairly present, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

AsIncome ~~previously~~Tax ~~disclosed~~Material inWeakness ~~the~~Remediation ~~Company’s Form 10-Q for the quarter ended July 4, 2009,~~Steps management determined during the second quarter of 2009 that it did not maintain operating effectiveness of certain internal controls over financial reporting for establishing the Company’s allowance for doubtful accounts, the deferral of revenue for specific customer shipments until collectibility is reasonably assured, and accounting for restructuring costs. Management concluded that as a result of these control deficiencies, a material weakness in the Company’s internal control over financial reporting existed as of July 4, 2009. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

~~During~~The ~~the~~Company ~~third~~engaged ~~quarter~~an ofindependent ~~2009,~~registered ~~management~~public ~~substantially~~accounting ~~completed~~firm ~~the~~(other ~~remediation~~than ~~efforts~~its auditors, ~~and~~Deloitte ~~the~~& ~~following~~Touche ~~remediation~~LLP) ~~actions~~during ~~have been implemented by~~ the ~~Company~~first toquarter ~~ensure the accuracy~~ of ~~the~~2010 ~~Company’s~~to ~~consolidated~~perform ~~financial~~additional ~~statements~~detail ~~and~~reviews ~~prevent or detect potential material~~of ~~misstatements~~complex ontransactions, ~~a timely basis. The Company has enhanced documentation supporting~~ the ~~Company’s allowance~~income ~~for~~tax ~~doubtful~~calculations ~~accounts~~ and ~~review~~disclosures ofon ~~past~~a ~~due~~quarterly ~~customer~~and ~~accounts.~~annual ~~In August 2009~~basis, ~~the~~ ~~Company~~and ~~hired a Vice President — National Credit Manager, reporting directly~~ to ~~the~~advise ~~Chief Financial Officer, who works directly with~~ the ~~financial~~Company ~~reporting~~on ~~staff~~matters asbeyond ~~part~~its ofin-house ~~the~~expertise. ~~processes~~The ~~related~~accounting tofirm performed ~~the~~a review ~~and assessment~~ of ~~past due customer accounts,~~ the ~~required~~income ~~allowance~~tax ~~for~~calculations ~~doubtful accounts,~~ and ~~the~~disclosures ~~identification of revenue~~ for ~~which~~the ~~deferral~~quarter ~~treatment~~ended ~~is appropriate. Additionally~~April 3, ~~the Company has enhanced its internal review procedures for accounting for restructuring costs and other non-recurring items~~2010.

Management will continue to evaluate the design and effectiveness of the enhanced internal controls ~~and procedures~~, and once placed in operation for a sufficient period of time, these internal controls ~~and procedures~~ will be subject to appropriate testing in order to determine whether they are operating effectively. ~~Until~~Testing ~~the~~related ~~appropriate testing is complete, management will continue~~ to ~~perform~~ the ~~evaluations~~annual ~~and~~tax ~~analyses~~provision ~~believed~~calculations toand bedisclosure ~~adequate~~reviews ~~to provide reasonable~~will ~~assurance~~be ~~that~~conducted ~~there~~during ~~are no material misstatements of~~ the ~~Company’s~~year ~~consolidated~~end financial ~~statements~~ closing process.

~~Except~~Until asthe ~~noted~~appropriate ~~above,~~testing ~~there~~of ~~have~~the ~~been~~change noin ~~changes~~controls tofrom ~~the~~these ~~Company’s~~enhanced internal ~~control over~~controls ~~financial~~is ~~reporting~~complete, ~~during~~management will continue to perform the ~~quarter~~evaluations ~~ended~~and ~~October 3,~~analyses ~~2009~~believed ~~that~~to ~~have~~be adequate ~~materially~~to ~~affected,~~provide orreasonable assurance that there are ~~reasonably~~ ~~likely~~no tomaterial ~~materially~~misstatements ~~affect,~~of the Company’s consolidated ~~internal control over~~ financial ~~reporting~~statements.

Other Changes

Except as noted above, there have been no other changes to the Company’s internal control over financial reporting during the quarter ended April 3, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on the Effectiveness of Internal Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are achieved. Because of the inherent limitations in any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, the Company’s disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of the disclosure control system are met.

PART II. OTHER INFORMATION

Item 6. Exhibits


Exhibit
Number		Description
	31.1	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 2002

	31.2	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 2002

	32.1	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.

SIGNATURES

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

	AMH HOLDINGS, LLC (Registrant)
Date: October 26, 2009	By:	/s/ Thomas N. Chieffe
Date: May 14, 2010	By:	/s/ Thomas N. Chieffe
		Thomas N. Chieffe
		President and Chief Executive Officer (Principal Executive Officer)
Date: October 26, 2009	By:	/s/ Stephen E. Graham
Date: May 14, 2010	By:	/s/ Stephen E. Graham
		Stephen E. Graham
		Vice President — Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX

Exhibit
Number		Description
	31.1	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 2002
	31.2	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 2002
	32.1	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.

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•Table changesof in national and regional trends in new housing starts and home remodeling;Contents

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