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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on June 14, 2011

Registration No. 333-173678

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



CPG INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  3080
(Primary Standard Industrial
Classification Code Number)
  20-2779385
(I.R.S. Employer
Identification Number)

888 North Keyser Avenue
Scranton, Pennsylvania 18504
(570) 558-8000

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)



Scott C. Harrison
Chief Financial Officer
888 North Keyser Avenue
Scranton, Pennsylvania 18504
(570) 558-8000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)



Copies to:

Andrew B. Barkan, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

 

Marc D. Jaffe, Esq.
Ian D. Schuman, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1200

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

          If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    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. (Check One):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý   Smaller reporting company o

CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of
Securities to be Registered

  Proposed Maximum
Aggregate Offering Price(1)(2)

  Amount of
Registration Fee(3)

 

Common Stock, $0.01 par value

  $150,000,000   $17,415

 

(1)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.

(2)
Including additional shares of common stock that may be purchased pursuant to the underwriters' overallotment option.

(3)
Previously paid.



          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


Subject to Completion, dated June 14, 2011

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS



                  Shares

GRAPHIC


CPG International Inc.
Common Stock


This is the initial public offering of our common stock. We are offering                  shares of our common stock and the selling stockholder is offering                  shares. We will not receive any proceeds from sale of shares held by the selling stockholder. No public market currently exists for our common stock. Certain members of our management and board of directors as well as entities affiliated with AEA Investors LP, our sponsor, have an equity interest in the selling stockholder.

We have applied to list our common stock on the New York Stock Exchange under the symbol "AZEK."

We anticipate that the initial public offering price will be between $             and $             per share.

Investing in our common stock involves risks. See "Risk Factors" beginning on page 19 of this prospectus.

 
  Per Share   Total  

Price to the public

  $     $    

Underwriting discounts and commissions

  $     $    

Proceeds to us (before expenses)

  $     $    

Proceeds to the selling stockholder (before expenses)

  $     $    

We and the selling stockholder have granted the underwriters the option to purchase         additional shares of common stock on the same terms and conditions set forth above if the underwriters sell more than                  shares of common stock in this offering.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares on or about                  , 2011.


Barclays Capital   Deutsche Bank Securities   Credit Suisse

Prospectus dated                  , 2011


GRAPHIC



TABLE OF CONTENTS

Prospectus Summary

  1

Risk Factors

  19

Cautionary Note Regarding Forward-Looking Statements

  38

Use of Proceeds

  40

Dividend Policy

  41

Capitalization

  42

Dilution

  43

Selected Historical Consolidated Financial Data

  45

Management's Discussion and Analysis of Financial Condition and Results of Operations

  49

Business

  84

Management

  101

Compensation Discussion and Analysis

  106

Principal and Selling Stockholders

  118

Certain Relationships and Related Party Transactions

  122

Description of Capital Stock

  125

Description of Certain Indebtedness

  129

Shares Eligible for Future Sale

  133

Material U.S. Federal Income and Estate Tax Considerations for Non-U.S. Holders

  135

Underwriting

  139

Legal Matters

  147

Experts

  147

Where You Can Find More Information

  147

Index to Consolidated Financial Statements

  F-1

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ABOUT THIS PROSPECTUS

        You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us that we have referred to you. We have not, the selling stockholder has not and the underwriters have not authorized any other person to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or solicitation of an offer to buy, to any person in any jurisdiction in which such an offer to sell or solicitation would be unlawful. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of its time of delivery or of any sales of shares of our common stock. Our business, financial condition, results of operations or cash flows may have changed since such date.




MARKET AND INDUSTRY DATA

        This prospectus includes market and industry data that we obtained from a market study by L.E.K. Consulting LLC, or L.E.K., which we commissioned in March 2011, as well as from publicly available industry sources, including studies and reports by Harvard University's Joint Center for Housing Studies, the U.S. Federal Reserve and the U.S. Census Bureau. In addition, this prospectus includes market and industry data that we prepared primarily based on our management's knowledge and experience in the markets in which we operate, together with information obtained from surveys, reports by market research firms, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. Market share data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of market shares. In addition, customer preferences are subject to change. References herein to our being a leader in a market or product category refer to our belief that we have a leading market share position in each specified market based on sales dollars, unless the context otherwise requires, and do not take into account non-synthetic competitive products. In addition, the discussions herein regarding our various markets are based on how we define the markets for our products, which products may be either part of larger overall markets or markets that include other types of products. When we use the term "North America" in this prospectus, we are referring to the United States and Canada.

        Unless stated otherwise herein, all market share and market size data about the exterior trim market, deck market, rail market, bathroom partition market and locker market, and other markets for synthetic products, as well as our position and the positions of our competitors within these markets, including our products relative to our competitors, are based on the market study by L.E.K. that we commissioned, excluding those estimates that are qualified by our belief. In developing its market study, L.E.K. utilized primary research and analysis together with certain third party data. In those instances where L.E.K.'s market study contains ranges of market share, market size, growth rates and other data, we have presented in this prospectus the midpoint of such ranges.

        For an overview of the industry sources that we cite in this prospectus, see "Business—Our Industry and End-Markets—Industry Sources."




CERTAIN TRADEMARKS

        This prospectus includes trademarks and service marks owned by us, including CPG International™, AZEK®, Scranton Products®, Vycom®, Celtec®, Corrtec™, Flametec®, Hiny Hiders®, Playboard®, Procell®, Resistall™, Sanatec®, Seaboard®, TuffTec Lockers®, Arbor Collection®, Harvest Collection®, Acacia®, Cobre®, Fawn®, Kona®, Morado®, Redland Rose®, Sedona®, Silver Oak™ and Tahoe®, as well as trademarks and service marks owned by third parties.

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PROSPECTUS SUMMARY

        This summary highlights selected information about our business and about this offering contained elsewhere in this prospectus. It does not contain all of the information that may be important to you. You should carefully read this entire prospectus, including the matters discussed in the section entitled "Risk Factors" and the consolidated financial statements and the related notes, before investing in our common stock. Unless the context otherwise requires, references in this prospectus to "our company," "we," "our" or "us" (or similar terms) refer to CPG International Inc. together with its consolidated subsidiaries. The term "Holdings" refers to CPG International Holdings LP, the owner of 100% of our common stock prior to the completion of this offering and the selling stockholder in this offering. Unless otherwise stated or the context otherwise requires, operating data in this prospectus relating to our business, including without limitation the number of distribution locations, distributors, dealers, retail outlets and registered contractors, are as of March 31, 2011. References herein to "conversion" refer to an increase in the use of low maintenance synthetic building products in replacement of or substitution for building products made of other materials, in particular wood, wood composites and metal.


Our Company

        We are a leading manufacturer and innovator of low maintenance, premium branded synthetic building products that are replacing wood, wood composites, metal and other materials in the residential, institutional, commercial and industrial end-markets. Across each of our three operating segments, AZEK® Building Products, Scranton Products® and Vycom®, we have market-leading brands and products that offer a compelling value proposition, including enhanced durability and quality, attractive aesthetics and lower installation, maintenance and life cycle costs. We offer exterior residential building solutions including trim, deck, rail, moulding and porch products through our AZEK Building Products, or AZEK, segment, interior institutional and commercial solutions including bathroom partitions and lockers through our Scranton Products, or Scranton, segment and highly-engineered industrial plastic sheet products through our Vycom segment. AZEK holds the #1 market share position in the North American polyvinyl chloride, or PVC, trim and deck markets, Scranton Products holds the #1 market share position in the plastic bathroom partition and plastic locker markets and Vycom is a recognized leader in several of its target markets.

        Our products are currently in the early growth stage of their life cycles, and we believe we will continue to outperform our markets by taking advantage of the significant conversion, penetration and market expansion opportunities that exist. We continue to drive increased material conversion towards our products through product innovation, an extensive and growing sales and distribution network targeting and educating key influencers and decision makers, and selected acquisitions. Since 2001, we have grown our sales by a compound annual growth rate, or CAGR, of approximately 15.0% to $327.5 million for the year ended December 31, 2010.

        We operate on a national basis in all 50 states and in Canada. Our three operating segments are end-market focused and operate under the same philosophy of identifying market needs and being the first to provide impactful and innovative solutions for the most demanding applications. The following charts show our 2010 sales by segment and by estimated end-market.

2010 Sales by Segment

 

2010 Sales by Estimated End-Market

GRAPHIC

 

GRAPHIC

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Our Operating Segments

        The following table provides an overview of our three operating segments:

GRAPHIC


1
In this prospectus, we refer to high-density polyethylene as "HDPE."
2
According to L.E.K. See "Market and Industry Data."
3
Numbers reflected are approximate as of March 31, 2011.


Our Industry and End-Markets

        We sell our low maintenance synthetic products into a variety of large, attractive segments within the U.S. construction market, which includes residential, institutional, commercial and industrial end-markets. We also sell certain Vycom products into industrial original equipment manufacturer, or OEM, markets. Overall demand for building products is driven by a number of factors, including consumer confidence, availability of credit, trends in the construction cycle and general economic cycles. Examples of specific industry dynamics that we believe impact our company include increasing demand for low maintenance products and lower life cycle costs, greater focus on energy efficiency and homeowners' desire for increased use of outdoor living space. We believe these trends have and will continue to drive growth in our specific end-markets at a rate above the broader U.S. construction market. In addition, according to a market study by L.E.K. that we commissioned in March 2011, these

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addressable end-markets, which collectively represented approximately $4.9 billion in 2010 sales, are in the midst of significant material conversion from wood, wood composites, metal and other materials to synthetic products made from materials including PVC and HDPE. Synthetic materials are increasingly being substituted for traditional building materials such as wood and metal, due to their aesthetics, lower life cycle costs and greater overall value proposition. Synthetic building products were first introduced decades ago in the residential window and siding markets and have the number one market share in those markets today. As a result of the successful penetration of these early applications and continued advances in material science and manufacturing, synthetic materials have more recently increased their share in other building product segments such as deck, trim and rail within the residential market, and bathroom partitions and lockers in the institutional and commercial markets.

        We believe low maintenance synthetic products offer a compelling value proposition, including enhanced durability and quality, attractive aesthetics and lower installation, maintenance and life cycle costs relative to traditional and other materials, such as wood, wood composites and metal. For example, over a projected 20 year period, L.E.K. estimates that cellular PVC-based deck products will have approximately 50% lower life cycle costs than wood and wood composites. Cellular PVC-based products have continued to take market share from traditional materials and other synthetic materials, due to their superior product qualities. For example, according to L.E.K., penetration of low maintenance products, of which cellular PVC-based is the largest category, in the approximately $1.8 billion deck market has nearly tripled from 4% in 2008 to 11% in 2010 and is anticipated to continue to increase over the next several years.

        The following table illustrates the size of the addressable market opportunity by sales dollars for select product categories and the anticipated increase in penetration of low maintenance products over the next several years. In addition, the following chart presents an illustrative penetration curve of our synthetic product categories compared to certain building products made of other materials.

Selected Addressable Market Opportunities

($ in millions)

 
   
  Low
Maintenance
Penetration
 
  2010 Total
North American
Market Size
(All Materials)
 
  2010   2015E

Trim

  $1,050-1,150   17-19%   21-23%

Deck

  $1,700-1,800   10-12%   19-21%

Rail

  $1,400-1,500   6-8%   13-15%

Partitions

  $250-270   33-38%   35-40%

Lockers

  $290-310   4-5%   5-6%



Source: L.E.K.

Building Products Illustrative Penetration Curve

GRAPHIC

Source: L.E.K.

        Over the last several years, the general economy, and particularly the U.S. construction market, experienced a significant downturn. However, we began to see recovery in many of our end-markets beginning in 2010. The outlook for the residential repair and remodeling market, which was more resilient through the recent economic downturn than the new construction market, is favorable, driven by positive demographic trends and a growing and aging housing stock. L.E.K. expects the residential repair and remodeling market to grow by a CAGR of approximately 4% between 2010 and 2015. The outlook for new residential construction in the United States also is favorable, supported by continued household formation, population growth, attractive mortgage rates and low new home inventory levels. Harvard University's Joint Center for Housing Studies expects that the number of households in the

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United States will grow by approximately 1.3 million to 1.5 million per year on average between 2010 and 2020, or a total of approximately 12.5 million to 14.8 million additional households, over the same time period. L.E.K.'s housing starts forecast from 2010 to 2015 estimates a CAGR of approximately 19%, with new housing starts reaching approximately 1.4 million in 2015. While 2010 remained challenging in our institutional and commercial end-markets, these markets are late-cycle in nature and are expected to benefit from greater access to financing and a continued general economic recovery. L.E.K. forecasts that U.S. commercial construction markets will increase by a CAGR of approximately 8% and the education segment of the institutional construction market will increase by a CAGR of approximately 2%, in each case from 2010 to 2015. The industrial market is tied to the health of the industrial economy as commonly represented as growth in industrial production, which L.E.K. forecasts to grow at an annual rate of approximately 3% through 2015.

        For an overview of the industry sources that we cite in this prospectus, see "Business—Our Industry and End-Markets—Industry Sources."


Our Competitive Strengths

        Market leader in large, attractive and high growth sectors.    We maintain leading market positions in a number of highly attractive, large and underpenetrated markets in the early stages of material conversion. Our AZEK brand currently holds the #1 market share position in the North American PVC trim and deck markets. In 2010, the total market size for all materials in the trim, deck and rail markets was approximately $4.3 billion and, at AZEK, we are currently pursuing additional opportunities within the broader North American exterior residential building products market. In addition, Scranton Products currently holds the #1 market share position in plastic bathroom partitions and plastic lockers, and Vycom is a recognized leader in several of its target markets. Overall, at Scranton and Vycom, we are currently pursuing approximately $800 million of market opportunities.

        Our high quality synthetic products are currently in the early growth stage of their life cycles, and we believe that we will continue to outperform our markets by taking advantage of the significant conversion, penetration and market expansion opportunities that exist. For example, according to L.E.K., PVC trim, low maintenance deck and premium rail products are expected to grow from approximately 18%, 11% and 7% of the total U.S. trim, deck and rail markets, respectively, based on 2010 sales to 22%, 20% and 14% by 2015. Additionally, we believe that the anticipated recovery in the residential, institutional, commercial and industrial construction markets will further provide an opportunity for growth.

        Premium brands supported by unwavering commitment to product quality, innovation and service.    Our flagship brands are recognized for high quality products within their respective residential, institutional, commercial and industrial end-markets. For example, ProSales magazine's most recent study of professional dealers found that AZEK Deck is the #1 deck brand "most likely to be stocked." At Scranton Products, we are the #1 specified brand by architects in bathroom partitions. Similarly, our various Vycom brands are highly recognized in their specific market categories. We have achieved our premium brand reputation because of our unwavering commitment to consistently provide high quality and innovative products, and a high level of customer service. We proactively work with and solicit feedback from distributors, dealers, architects, contractors, builders and consumers to better develop products that address unmet customer needs, reduce costs, increase ease of installation and improve aesthetics. These efforts are supported by our research and development, or R&D, process that has resulted in 28 successful new product introductions in the last two years. For the year ended December 31, 2010, our new products introduced in the last two years represented 15.3% of our total sales.

        Broad and expanding product offering with superior performance characteristics.    We believe our products provide a superior value proposition throughout our supply chain from distributors to dealers

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and retailers, contractors, builders, architects and ultimately to consumers. The performance characteristics of our products relative to competing products result in lower installation, maintenance and life cycle costs. AZEK's trim, deck, rail, moulding and porch products are aesthetically similar to finished wood but are stain, split and scratch resistant, do not rot or warp, are impervious to water and insect infestation, do not require paint or stains for protection, are easier to mill and fabricate and hold paint longer if paint is desired. As a result, our AZEK trim and deck products have lower life cycle costs than traditional and other materials, such as wood and wood composites. For example, over a projected 20 year period, L.E.K. estimates that cellular PVC-based deck products will have approximately 50% lower life cycle costs than wood and wood composites. For contractors and builders, the performance and workability characteristics of our AZEK products contribute to lower installation costs and fewer call-backs from consumers. The products we offer through our Scranton Products and Vycom segments have similar attributes valued by our customers. As a result of our products' excellent performance characteristics, we have also developed high customer satisfaction and brand loyalty.

        We believe the breadth and depth of our product offering gives us a significant competitive advantage in the marketplace. Through our strong manufacturing and technical capabilities and commitment to innovation, we focus on consistently expanding our product offering and the markets we serve. We have one of the broadest synthetic product offerings in our industry segment. Within the past five years we have expanded our AZEK product line from offering primarily trim products to currently offering a broad range of exterior residential building products including trim, deck, rail, moulding and porch. As a result of our product expansion, we believe we have tripled the average potential spend per home for our AZEK products over the past five years.

        Comprehensive and growing sales and distribution network.    We have developed a tailored sales and distribution strategy focused on educating key influencers and decision makers along the entire supply chain, which we believe will continue to drive further conversion, penetration and growth for our products. We sell our AZEK products through a two-step distribution system across the United States and in Canada, utilizing 59 independent distribution locations that cover over 2,800 stocking dealers and retail outlets supplying more than 2,850 AZEK-registered contractors. We recently expanded AZEK's presence in the retail channel and expect to significantly increase our presence in home centers for our AZEK Deck product. We sell Scranton Products through a national network of more than 1,850 dealers who sell to institutional and commercial customers across the United States and in Canada. Vycom is sold to a national network of more than 250 plastic distributors across the United States, Canada and Latin America, who sell primarily to OEMs.

        We significantly invested in our sales force infrastructure across each operating segment through the recent economic downturn by increasing headcount, enhancing training, and implementing a highly integrated customer relationship management, or CRM, system to increase sales efficiency. We also recently realigned our entire sales force to maximize downstream pull-through demand. We supplement the efforts of our sales force with a variety of marketing strategies and tools that include more than 4,000 contractor sample kits and 1,150 display kiosks, product literature, print, TV and radio advertising, trade shows, internet marketing and social media initiatives, sales training and our AZEK University program to educate distributors, dealers, architects, contractors and builders on the advantages of our products. We believe that our distribution strategy, sales and education efforts, and strong customer relationships provide a strong competitive advantage and are difficult for our competitors to replicate.

        Strong technical and manufacturing capabilities.    Our disciplined, process-oriented operations are built on a foundation that includes deep technical expertise, proprietary material formulations, a broad range of extrusion capabilities, meaningful scale and capacity, and post-extrusion value-add capabilities that enable innovation and expansion into new markets. We are a low-cost, vertically integrated manufacturer focused on continuous improvement and critical-to-quality processes which allow us to obtain high throughput and lower unit production costs while maintaining product integrity. We

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continued to make capital investments in our technical capabilities and manufacturing systems throughout the recent economic downturn, which we believe will drive operating leverage as we continue to grow our businesses.

        Strength of operating model supports growth and overall financial profile.    We believe that our operating model has driven our strong growth and market outperformance as well as the development of our industry-leading suite of high quality, innovative products. We believe we provide a superior value proposition throughout the supply chain through our focus on innovation, our technical manufacturing capabilities, our commitment to providing excellent customer service, and the quality of our products. Through our downstream focused sales force infrastructure, go-to-market strategy, and extensive and growing distribution network, we have successfully positioned our products as premium brands within their respective market categories.

        Despite the challenging economic environment, our substantial indebtedness, which totaled $325.5 million as of March 31, 2011, and fluctuating raw material prices, we have continued to profitably grow our businesses over the past several years. In the year ended December 31, 2010, we achieved consolidated revenue growth of 23% over 2009, driven by strong gains at AZEK and Vycom of 30% and 53%, respectively. We have also maintained attractive margins, returns on capital and strong free cash flow generation, and we continue to invest in our businesses.

        Committed and experienced management team.    We have an experienced and committed management team led by our Chief Executive Officer, Eric Jungbluth. Mr. Jungbluth has significant experience in the building products industry including prior roles as President of The HON Company (division of HNI Corporation) and President of Allsteel Inc. as well as leadership positions at Moen Incorporated (division of Fortune Brands), Kirsh (division of Newell), and Warner Lambert. Our senior management team has extensive experience in branding, channel management, new product development, and creating world-class business processes. Collectively, our senior management team has over 120 years of cumulative industry or related industry experience, with certain members having held leadership positions at a number of leading industrial companies, including Sherwin Williams Paint Company, James Hardie Building Products, Silgan Plastics, Gunlocke Company, SI Handling Systems, Lutron Electronics, and Lockheed Martin Company.


Our Business Strategy

        Capitalize on continued material conversion and market penetration opportunities.    We believe that we will continue to realize significant growth due to our focused efforts to drive material conversion and market penetration of our products, particularly in exterior residential applications for AZEK. We intend to increase conversion and penetration in our markets by educating key influencers and decision makers, which in turn creates pull-through demand for our products. Our integrated approach to understanding the needs and preferences throughout our supply chain enables us to drive conversion by customizing our products to address key shortcomings of alternative products. Our business strategy and marketing efforts are also focused on driving market penetration through a tailored regional market approach. Through these initiatives, we plan to continue to increase the size of the market for our products and enhance growth opportunities beyond our existing product portfolio.

        Continue to introduce innovative new products in existing and adjacent markets.    We have a history of being a first-to-market innovator focused on R&D and continued product innovation. We utilize a market-focused and solutions-driven approach to innovation by soliciting feedback from distributors, dealers, contractors, builders, architects and consumers in order to develop products that appropriately address their unmet needs. These efforts are supported by our in-house R&D process led by a dedicated staff committed to innovation and continuous improvement of our products. As a result of this strategy, we have developed a robust new product pipeline, which includes new trim, deck, rail, moulding and porch applications, and we are currently developing potential products in the siding

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category. However, we will need to conduct testing of these products prior to any market introduction. Products that we have developed within the last two years represented 15.3% of our sales for the year ended December 31, 2010, and we believe this trend will continue to grow going forward. We believe that our downstream-focused approach allows us to anticipate market trends and needs, thereby creating additional conversion opportunities, expanding the size of our addressable market, enhancing our overall growth opportunities, and further differentiating us from our competition.

        Expand and enhance awareness of our premium brands.    The strength of our flagship brands is driven by our reputation for quality and innovation. We developed our strong brand identity by consistently offering a high quality product and by focusing on achieving a high level of customer satisfaction. We intend to continue to invest in our branding efforts through product literature, print, TV and radio advertising, tradeshows, internet marketing and social media initiatives, and sales training. We have also successfully extended our brand through strategic product acquisitions such as Procell (now AZEK Deck) and Composatron (now AZEK Rail) and believe this will continue to be an opportunity in the future. Our continued success is dependent on the strength of our AZEK brand and the performance of our AZEK products, which represent a significant portion of our net sales. We believe that the successful execution of our brand strategy will allow us to accelerate our conversion rate, increase market penetration and enter new end-markets.

        Continue to expand our distribution network and sales force.    We distribute our products through an extensive and growing multi-channel national distribution network. Since 2001, we have increased the number of AZEK stocking dealers and retail outlets from 150 to over 2,800, including a recent introduction and expansion of our big-box retail presence. While we have significantly expanded our distribution network over the past several years, there still remain sizeable geographic and market expansion opportunities going forward in all of our operating segments. For example, according to L.E.K., the use of low maintenance deck products, of which cellular PVC is the largest category, as a percentage of total deck purchases is expected to increase from approximately 11% in 2010 to 20% in 2015 based on sales. We have also realigned our sales force to enhance geographic and channel coverage and to increase downstream pull-through demand. By continuing to expand our distribution network and to invest in our sales force infrastructure, we seek to accelerate the penetration of our products and expand the size of our addressable markets.

        Leverage and enhance our operational and technical capabilities.    Our strong extrusion, materials science and overall technical capabilities provide an excellent opportunity to drive innovation and further expand our markets. We believe our process-driven and disciplined operational approach and focus on continuous improvement enables us to continue to innovate, improve product quality and further reduce costs. Through our scalable operating model, we plan to continue making investments that will enhance our extrusion and materials formulation expertise with a view to maintaining our market leading positions, stimulating growth and enhancing our overall financial profile.


Risks Related to Our Business

        Investing in our common stock involves a high degree of risk. You should consider carefully all of the information in this prospectus prior to investing in our common stock. The risks associated with our business include, among other things:

    Our business could be materially and adversely affected by volatility and disruption to the economy;

    Our financial performance is dependent on raw material prices, as well as the continued availability of raw materials;

    Our continued success is dependent on the performance of our AZEK products, which represent a significant portion of our net sales;

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    We face competition in each of our businesses and our customers may not continue to purchase our products;

    If we fail to successfully develop new and improved products, our business may be materially and adversely affected;

    Our sales, cash flows from operations and results of operations may decrease if our relations with our key distributors decline;

    If we are unable to meet future capital requirements, our business may be adversely affected;

    Our substantial indebtedness could adversely affect our financial condition;

    Our credit agreements impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some actions; and

    Because AEA Investors controls a significant percentage of our common stock, it may control all major corporate decisions and its interests may conflict with the interests of other holders of our common stock.

        See "Risk Factors" for a description of these and other risks of investing in our common stock.


Our History and Corporate Information

        With a focus on manufacturing excellence and quality over the past 27 years, we have been first to market with a number of low maintenance, premium branded synthetic building products that offer compelling value propositions. Our transition from a plastic sheet manufacturer to an advanced materials and solutions provider began in 1990, when we saw an opportunity to extend further into the value chain by targeting the bathroom partition market. In 1999, we entered the residential building products market with our Trimtec cellular PVC trim product that subsequently was rebranded to AZEK Trim in 2001. Since May 2005, AEA Investors LP and certain of its affiliates, or AEA Investors, have owned a majority interest in our company. Since that time, we have continued to innovate and expand our product offering and have continued to enhance our brands through selected strategic acquisitions, including:

    Santana Products (April 2006): We combined Santana Products with our existing partition business to form the basis of what is now our Hiny Hiders® plastic bathroom partition product line.

    Procell Decking Systems (January 2007): The integration and rebranding of Procell Decking Systems, or Procell, into our AZEK Deck brand and our extensive distribution network has been critical to our recent success in the deck market. We not only successfully integrated the acquisition, but also leveraged AZEK's existing brand equity to bolster Procell's product profile and significantly increase its sales. We have also utilized our product development strength to improve the color and aesthetics of the products.

    Composatron (February 2008): Compos-A-Tron Manufacturing Inc., or Composatron, was a manufacturer of composite railing systems for the residential housing market, which we rebranded as AZEK Rail. In integrating the acquisition, we leveraged AZEK's existing brand equity to bolster the product profile and utilized our product development strength to improve the color and aesthetics of the railing systems and simplify the installation process.

        CPG International Inc. is a Delaware corporation. Our principal executive offices are located at 888 North Keyser Avenue, Scranton, Pennsylvania 18504. Our telephone number is (570) 558-8000 and our website can be found at www.cpgint.com. Information on our website is not deemed to be a part of this prospectus. For charts illustrating our organizational structure both prior to and after giving effect to this offering, see "—Organizational Structure."

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Our Sponsor

        AEA Investors is one of the most experienced global private investment firms. Founded in 1968, AEA Investors currently manages over $3.9 billion of capital for an investor group that includes former and current CEOs of major multinational corporations, family groups, endowment funds and institutions from around the world. With a staff of more than 60 investment professionals and offices in New York, Stamford, London, Munich, Hong Kong and Shanghai, AEA Investors focuses on investing in companies in the industrial products, specialty chemicals, consumer products and services sectors. AEA Investors has particular expertise in the building products sector. In addition to CPG International, AEA Investors' current building products investments include Henry Company and SRS Roofing Supply. Past building products investments include Dal-Tile International, OSI Sealants (through the investment in Sovereign Specialty Chemicals) and TempRite (through the investment in Noveon).

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The Offering

Common stock offered by us

 

            shares.

Common stock offered by the selling stockholder

 

            shares.

Total offering

 

            shares.

Common stock to be outstanding after this offering

 

            shares.

Overallotment option

 

The underwriters have an option to purchase a maximum of            additional shares of common stock from us and the selling stockholder to cover overallotments. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Use of proceeds

 

We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $            million, assuming the shares are offered at $            (the midpoint of the offering price range set forth on the front cover of this prospectus). We intend to use the net proceeds from shares that we sell to repay $            million of the outstanding principal amount of our indebtedness under            and for general corporate purposes. We will not receive any proceeds from the sale of shares by the selling stockholder. Certain members of our management and board of directors as well as entities affiliated with AEA Investors, our sponsor, have an equity interest in the selling stockholder. See "Use of Proceeds."

Dividend policy

 

We do not intend to pay any dividends on our common stock in the foreseeable future. See "Dividend Policy."

Proposed New York Stock Exchange symbol

 

"AZEK."

Risk factors

 

Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 19 of this prospectus for a discussion of factors you should carefully consider before investing in our common stock.

        Unless otherwise indicated, the information in this prospectus:

    assumes no exercise of the overallotment option by the underwriters;

    assumes an initial public offering price of $            per share, the midpoint of the offering price range set forth on the front cover of this prospectus; and

    gives effect to our amended and restated certificate of incorporation and our amended and restated bylaws, which will be in effect prior to the consummation of this offering.

        Prior to the effectiveness of the registration statement of which this prospectus forms a part, the number of authorized shares of our common stock will be increased to             shares, and each share of common stock then outstanding will be split into            shares of common stock by way of a stock split. Unless we specifically state otherwise, the share information in this prospectus reflects the

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increase in the authorized number of shares of our common stock and the stock split. Following the completion of this offering (and following any exercise of the overallotment option by the underwriters or the expiration of such option), Holdings, the owner of 100% of our common stock prior to this offering, intends to distribute to all of the holders of its class A limited partnership interest units, or Class A Units, and class B limited partnership interest units, or Class B Units, in accordance with and as contemplated by the limited partnership agreement of Holdings (i) the cash proceeds it receives from this offering, less expenses and amounts used to repay outstanding indebtedness of Holdings, and (ii) all remaining shares of our common stock that it holds at such time. After that distribution, Holdings will be dissolved, and former holders of the Class A Units and the Class B Units will then directly hold shares of our common stock. We refer to the foregoing distribution by Holdings and subsequent dissolution of Holdings as the "Distribution."

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Organizational Structure

        The chart below summarizes our ownership and organizational structure as of the date of this prospectus, prior to giving effect to this offering.

GRAPHIC


*
The general partner of CPG International Holdings LP is CPG Holding I LLC, which is an affiliate of AEA Investors.

**
On February 18, 2011, we entered into a new secured revolving credit facility, which we refer to as the "New Revolving Credit Facility," and a new senior secured term loan agreement, which we refer to as the "New Term Loan Agreement." See "Description of Certain Indebtedness."



        The chart below summarizes our ownership and organizational structure after giving effect to this offering, the stock split and the Distribution.

GRAPHIC


*
Upon completion of this offering, the stock split and the Distribution, AEA Investors will beneficially own approximately         % of the voting power of our outstanding common stock. Through this beneficial ownership and a stockholders agreement, which provides voting control over additional shares of our common stock, AEA Investors will control approximately        % of the voting power of our outstanding common stock.

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Summary Financial Data

        The summary financial data presented below as of and for the years ended December 31, 2010, 2009 and 2008 have been derived from our audited consolidated financial statements. The audited consolidated financial statements as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008 are included elsewhere in this prospectus. The summary financial data presented below as of March 31, 2011 and for the three months ended March 31, 2011 and 2010 have been derived from our unaudited condensed consolidated financial statements, which are included elsewhere in this prospectus and have been prepared on the same basis as the audited consolidated financial statements included elsewhere herein. In our opinion, the interim data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of results for these periods. The operating results for any interim period are not necessarily indicative of the results that may be expected for any other interim period or for a full year.

        You should read this data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

 
  Three Months Ended
March 31,
  Year Ended December 31,  
(Dollars in thousands)
  2011   2010   2010   2009   2008  
 
  (unaudited)
   
   
   
 

Statement of Operations Data:

                               

Net sales

  $ 114,622   $ 94,667   $ 327,535   $ 266,875   $ 305,240  

Cost of sales

    (81,276 )   (65,098 )   (226,670 )   (173,328 )   (235,099 )
                       

Gross profit

    33,346     29,569     100,865     93,547     70,141  

Selling, general and administrative expenses

    (15,529 )   (14,395 )   (56,489 )   (57,392 )   (50,644 )

Lease termination expense

                (657 )    

(Loss) gain on sale of property

    (12 )       (336 )   (525 )   21  

Impairment of goodwill and long-lived assets

        (599 )   (599 )   (14,408 )   (40,000 )
                       

Operating income (loss)

    17,805     14,575     43,441     20,565     (20,482 )

Loss on debt extinguishment

    (7,339 )                

Interest expense, net

    (6,682 )   (7,471 )   (30,854 )   (31,347 )   (34,905 )

Foreign currency gain (loss)

    14     78     92     336     (215 )

Miscellaneous, net

        7     243     29     153  
                       

Income (loss) before income taxes

    3,798     7,189     12,922     (10,417 )   (55,449 )

Income tax benefit (expense)

    734     (3,998 )   (3,569 )   111     7,095  
                       

Net income (loss)

  $ 4,532   $ 3,191   $ 9,353   $ (10,306 ) $ (48,354 )
                       

Weighted average shares outstanding (basic and diluted)(1)

    10     10     10     10     10  

Net income (loss) per share (basic and diluted)(1)

  $ 453   $ 319   $ 935.3   $ (1,030.6 ) $ (4,835.4 )

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  Three Months Ended
March 31,
  Year Ended December 31,  
(Dollars in thousands)
  2011   2010   2010   2009   2008  
 
  (unaudited)
   
   
   
 

Pro Forma Statement of Operations Data:

                               

Pro forma interest expense, net(2)

  $           $                

Pro forma net income(2)

  $           $                

Pro forma weighted average shares outstanding(3)

                               
 

Basic

                               
 

Diluted

                               

Pro forma net income per share(2)(3)

                               
 

Basic

  $           $                
 

Diluted

  $           $                

Other Financial Data:

                               

Capital expenditures

  $ 5,568   $ 3,490   $ 15,346   $ 6,258   $ 6,282  

Adjusted EBITDA(4)

  $ 24,584   $ 21,277   $ 67,519   $ 60,873   $ 46,339  

Adjusted EBITDA margin(4)

    21.4 %   22.5 %   20.6 %   22.8 %   15.2 %

Statement of Cash Flows Data:

                               

Net cash (used in) provided by operating activities

  $ (46,044 ) $ (31,151 ) $ 26,976   $ 37,441   $ 36,315  

Net cash used in investing activities

  $ (5,568 ) $ (3,490 ) $ (15,346 ) $ (7,179 ) $ (47,887 )

Net cash provided by (used in) financing activities

  $ 14,862   $ 8,491   $ (7,097 ) $ (8,602 ) $ 24,123  

Balance Sheet Data (at end of period):

                               

Cash and cash equivalents

  $ 12,339         $ 49,072   $ 44,501   $ 22,586  

Total assets

  $ 574,611         $ 553,084   $ 539,404   $ 538,905  

Total debt(5)

  $ 325,518         $ 305,578   $ 307,355   $ 314,253  

Total shareholder's equity

  $ 148,442         $ 143,403   $ 138,009   $ 146,926  

(1)
Does not give effect to the            -for-one stock split which will occur prior to the effectiveness of the registration statement of which this prospectus forms a part.

(2)
As adjusted to give effect to the following transactions as if they had occurred as of the beginning of the period presented: (i) the payment in full, and termination of, our old revolving credit facility, dated as of February 13, 2008, which we refer to as the "Old Revolving Credit Facility," and our old term loan agreement, dated as of February 29, 2008, which we refer to as the "Old Term Loan Agreement," (ii) the repurchase and redemption in full of our Senior Floating Rate Notes due 2012, which we refer to as the "Floating Rate Notes," and our 101/2% Senior Notes due 2013, which we refer to as the "Fixed Rate Notes" (we refer to the Floating Rate Notes and the Fixed Rate Notes collectively as the "Old Notes"), (iii) the incurrence of $285.0 million of indebtedness under the New Term Loan Agreement, (iv) the incurrence of $40.0 million of indebtedness under the New Revolving Credit Facility, (v) this offering, (vi) the repayment of $             million of the outstanding principal amount of our indebtedness under                                    from the proceeds of this offering and (vii) each of the related adjustments mentioned below.


Adjustments to net income for the three months ended March 31, 2011 reflect (i) a $             million decrease in interest expense (see the reconciliation of historical interest expense to pro forma interest expense below), (ii) a $             million increase in income tax expense due to higher income before taxes relating to our pro forma net income and (iii) the removal of $             million of AEA Investors management fees. Adjustments to net income for the year

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    ended December 31, 2010 reflect (i) a $             million decrease in interest expense (see the reconciliation of historical interest expense to pro forma interest expense below), (ii) a $             million increase in income tax expense due to higher income before taxes relating to our pro forma net income and (iii) the removal of $             million of AEA Investors management fees. Pro forma net income for the three months ended March 31, 2011 and the year ended December 31, 2010 does not give effect to the payment of management termination fees to AEA Investors of $             .


The following is a reconciliation of historical net income to pro forma net income for the three months ended March 31, 2011 and the year ended December 31, 2010:

(Dollars in thousands)
  Three Months
Ended March 31,
2011
  Year Ended
December 31,
2010
 

Net income

  $ 4,532   $ 9,353  

Decrease in interest expense, net(a)

             

Increase in income tax expense(b)

             

Removal of management fee(c)

             
           

Pro forma net income

  $     $    
           

(a)
See the reconciliation of historical interest expense to pro forma interest expense below.

(b)
Reflects an increase of $             million and $            in income tax expense for the three months ended March 31, 2011 and the year ended December 31, 2010, respectively, for the related tax effects of the pro forma adjustments. The tax impact is based upon an increase of pro forma income before taxes of $             million and $             million, respectively, and a statutory tax rate of        %.

(c)
Reflects the removal of $             million and $         million of AEA Investors management fees for the three months ended March 31, 2011 and the year ended December 31, 2010, respectively.

The following is a reconciliation of historical interest expense to pro forma interest expense for the three months ended March 31, 2011 and the year ended December 31, 2010:

(Dollars in thousands)
  Three Months
Ended March 31,
2011
  Year Ended
December 31,
2010
 

Interest expense, net(a)

  $ 6,682   $ 30,854  

Decrease resulting from refinancing transactions effected prior to this offering(b)

             

Decrease resulting from use of proceeds of this offering(c)

             
           

Pro forma interest expense, net

  $     $    
           

(a)
Includes the amortization of approximately $0.5 million and $2.2 million of deferred financing costs classified as interest expense for the three months ended March 31, 2011 and the year ended December 31, 2010, respectively.

(b)
Reflects (i) the payment in full, and termination of, the Old Term Loan Agreement and the Old Revolving Credit Facility, (ii) the repurchase and redemption in full of the Old Notes, (iii) the incurrence of $285.0 million of indebtedness under the New Term Loan Agreement and (iv) the incurrence of $40.0 million of indebtedness under the New Revolving Credit Facility, in each case, as if it had occurred as of the beginning of the period presented. The

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    calculated reductions in interest expense are based upon the assumed reduction in our average cost of debt by                         percentage points throughout the periods presented, as well as the assumed reduction in our total indebtedness of $             million as a result of these transactions.

(c)
Assumes repayment of $             million of the outstanding principal amount of our indebtedness under                                    , which bears interest at a rate of        % per annum, from the proceeds of this offering, as if it had occurred as of the beginning of the period presented.
(3)
Gives effect to (i) the            -for-one stock split which will occur prior to the effectiveness of the registration statement of which this prospectus forms a part and (ii) the shares of our common stock to be issued by us in this offering. Pro forma basic net income per share consists of pro forma net income divided by the pro forma basic weighted average common shares outstanding. Pro forma diluted net income per share consists of pro forma net income divided by the pro forma diluted weighted average common shares outstanding.

(4)
We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we utilize Adjusted EBITDA in the calculation of financial covenants under our New Revolving Credit Facility and our New Term Loan Agreement, as well as in the determination of compensation for members of our senior management team. "Adjusted EBITDA," which is defined as "Consolidated EBITDA" under our credit agreements, represents net income (loss) before interest expense, income tax expense and depreciation and amortization, or EBITDA, as further adjusted to exclude certain other items as set forth in the reconciliation presented below. "Adjusted EBITDA margin" is our Adjusted EBITDA as a representative percentage of net sales, and we believe our Adjusted EBITDA margin is useful in measuring our profitability. You are encouraged to evaluate each adjustment and whether you consider each to be appropriate. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.


Adjusted EBITDA and Adjusted EBITDA margin are not recognized financial measures under generally accepted accounting principles in the United States, or GAAP, and may not be comparable to similarly titled measures used by other companies in our industry or across different industries. Adjusted EBITDA and, as a result, Adjusted EBITDA margin, have limitations as analytical tools and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

    Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

    Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

    Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our outstanding debt;

    Adjusted EBITDA does not reflect depreciation and amortization, which are non-cash charges, although the assets being depreciated and amortized will likely have to be replaced in the future, nor does Adjusted EBITDA reflect any cash requirements for such replacements;

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      non-cash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period; and

      Adjusted EBITDA does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations.


We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information.


The following is a reconciliation of our net income (loss) to Adjusted EBITDA and a calculation of Adjusted EBITDA margin:

 
  Three Months Ended
March 31,
  Year Ended December 31,  
(Dollars in thousands)
  2011   2010   2010   2009   2008  
 
  (unaudited)
   
   
   
 

Net income (loss)(a)

  $ 4,532   $ 3,191   $ 9,353   $ (10,306 ) $ (48,354 )

Interest expense, net(a)

    6,682     7,471     30,854     31,347     34,905  

Income tax (benefit) expense

    (734 )   3,998     3,569     (111 )   (7,095 )

Depreciation and amortization

    5,403     5,509     21,339     21,604     21,491  
                       

EBITDA

    15,883     20,169     65,115     42,534     947  

Impairment of goodwill and long-lived assets(b)

        599     599     14,408     40,000  

Disposal of fixed assets(c)

    12     11     336     525      

Relocation and severance costs(d)

    169     62     63     886     973  

Facility charges(e)

        18     19     657     26  

Management fee and expenses(f)

    383     391     1,561     1,740     1,855  

Fees associated with debt extinguishment(g)

    7,886                  

Fees related to market study(h)

    306                  

Registration expenses related to Old Notes(i)

    (64 )   13     38     26     309  

Non-cash compensation charge(j)

    9     14     36     97     118  

Acquisition-related items(k)

            (248 )       2,111  
                       

Adjusted EBITDA

  $ 24,584   $ 21,277   $ 67,519   $ 60,873   $ 46,339  
                       

Net sales

  $ 114,622   $ 94,667   $ 327,535   $ 266,875   $ 305,240  

Adjusted EBITDA margin

    21.4 %   22.5 %   20.6 %   22.8 %   15.2 %

(a)
Net income (loss) and interest expense each includes the amortization of deferred financing costs classified as interest expense in the amount of approximately $0.5 million for each of the three month periods ended March 31, 2011 and 2010 and approximately $2.2 million, $2.3 million and $2.1 million for each of the years ended December 31, 2010, 2009 and 2008, respectively.

(b)
For the three months ended March 31, 2010 and the year ended December 31, 2010, this represents the write-down of manufacturing equipment related to the consolidation of our two Canadian manufacturing facilities into one facility. For the year ended December 31, 2009, this represents the write-down of our goodwill related to the completion of our impairment analysis for 2008 during the first quarter of 2009. For the year ended December 31, 2008, this represents the write-down of our goodwill and trademarks.

(c)
Represents the disposal of various fixed assets.

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(d)
For the three months ended March 31, 2011, this represents $0.2 million of severance costs. For the three months ended March 31, 2010, this represents $13,000 of severance costs and $49,000 of relocation costs for members of our management team. For the year ended December 31, 2010, this represents $42,000 of severance costs and $20,000 of relocation costs for members of our management team. For the year ended December 31, 2009, this represents $0.3 million of severance costs attributable to our former AZEK president and $0.5 million of costs related to relocation for members of our management team. For the year ended December 31, 2008, $0.8 million represents relocation related to the hiring of members of our management team.

(e)
For the three months ended March 31, 2010 and the year ended December 31, 2010, this represents expenses related to the consolidation of our two Canadian manufacturing facilities into one facility. For the year ended December 31, 2009, this represents termination costs of $0.2 million related to the consolidation of our administrative offices into one of our manufacturing facilities in Pennsylvania and $0.4 million related to the consolidation of our two Canadian manufacturing facilities into one facility. For the year ended December 31, 2008, this represents the $26,000 settlement expense related to the closing costs of the sale of the Winfield Avenue facility.

(f)
Represents the AEA Investors management fee and expenses that were charged during the periods presented. Upon consummation of this offering, the AEA Investors management fee is expected to be terminated and we will be required to pay management termination fees of $            . See "Certain Relationships and Related Party Transactions."

(g)
For the three months ended March 31, 2011, this represents $7.4 million of debt refinancing fees associated with the loss on debt extinguishment and $0.5 million of third party fees associated with the debt refinancing.

(h)
For the three months ended March 31, 2011, this represents costs of $0.3 million related to a market study completed in preparation of this offering.

(i)
Represents financing charges related to the market making registration statement for the Old Notes.

(j)
Represents non-cash compensation charges related to our Class B Unit Equity Program.

(k)
For the year ended December 31, 2010, this represents a settlement related to the share purchase agreement for the acquisition of Composatron, which we acquired on February 29, 2008. For the year ended December 31, 2008, this represents (i) $0.6 million of integration costs from the Composatron acquisition and (ii) $1.5 million of a non-cash fair value adjustment to increase inventory to its estimated selling price at February 29, 2008, in connection with the Composatron acquisition, which increase was then recognized as an increase to cost of sales during the period from March 1, 2008 to December 31, 2008 as the related inventory was sold.
(5)
Includes capital lease obligations.

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RISK FACTORS

        Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes, before deciding to buy shares of our common stock. Any of the following risks could materially adversely affect our business, financial condition, results of operations or cash flows. In such case, the market price of our common stock could decline, and you may lose all or part of your investment in our common stock. Information contained in this section may be considered "forward-looking statements." See "Cautionary Note Regarding Forward-Looking Statements" for a discussion of certain qualifications regarding such statements.


Risks Related to Our Business

Our business could be materially and adversely affected by volatility and disruption to the economy.

        Our business is affected by a number of economic factors, including the level of economic activity in the markets in which we operate. The demand for our products by our customers depends, in part, on general economic conditions and business confidence levels. The capital and credit markets have in recent times been experiencing significant volatility and disruption. These conditions, combined with volatile oil and natural gas prices, declining business and consumer confidence and increased unemployment, precipitated an economic slowdown and severe recession in recent years. The difficult conditions in these markets and the overall economy affect our business in a number of ways. For example:

    Sales in the residential, institutional and commercial construction markets correlate closely to the number of homes, buildings and schools that are built or renovated, which in turn is influenced by factors such as interest rates, inflation, the strength or weakness of the U.S. dollar, gross domestic product levels, consumer confidence and spending habits, demographic trends, unemployment rates, state and local government revenues and spending on schools and other macroeconomic factors over which we have no control. Sales in our industrial OEM markets are also affected by macroeconomic factors, in particular gross domestic product levels and industrial production. Any decline in economic activity as a result of these factors could result in a decreased demand for our products, which would materially adversely impact our sales and profitability.

    In general, demand for new home construction as well as institutional and commercial construction may be materially adversely affected by increases in interest rates or the reduced availability of financing. Although interest rates have been low during the past few years, as interest rates rise, the ability of prospective buyers to finance purchases of new homes may be materially adversely affected. As a result, our business, financial condition and results of operations may also be materially adversely impacted. The residential repair and remodeling market, in which we make a large portion of our sales, tends to be less sensitive to changes in interest rates. However, reduced availability of financing or any changes in tax laws related to mortgages and home equity financings could materially adversely affect sales in the residential new construction and repair and remodeling markets. For example, beginning in 2007, the mortgage finance market was negatively impacted by the fallout in the subprime mortgage market, reducing the amounts residential home lenders were willing to finance as a result of tighter lending practices. This condition continues to exist in the market today.

    Our bathroom partition and locker systems are sold primarily in the institutional segment, which includes universities, K-12 schools, government and municipal buildings and facilities, parks, military bases, hospitals and prisons, as well as commercial establishments, such as restaurants,

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      retailers and stadiums. The demand for these products, whether in connection with replacement orders or new construction, is impacted by the economy, and in particular gross domestic product levels. As a result of institutional budgeting, we may experience a decrease in sales up to a year or more after a decline in gross domestic product levels. Decline in demand in the institutional construction market can be attributed to increased operational costs such as pension and healthcare costs that may reduce amounts available for school construction costs. Furthermore, sales to schools and other public institutions may be impacted by budget cuts by state and local governments, including as a result of lower than anticipated tax revenues.

    Dry petrochemical resin prices and the prices of other raw materials we use may continue to fluctuate as a result of volatility in natural gas and crude oil prices and demand in the broader economy. Due to the uncertainty of oil and natural gas prices, we cannot reasonably estimate our ability to successfully recover any price increases. See "—Our financial performance is dependent on raw material prices, as well as the continued availability of raw materials."

    Market conditions could result in our key distributors experiencing financial difficulties and/or electing to limit spending, which in turn could result in decreased sales and earnings for us. See "—Our sales, cash flows from operations and results of operations may decrease if our relations with our key distributors decline."

    Although we believe we have sufficient liquidity under the New Revolving Credit Facility, under extreme market conditions there can be no assurance that such funds will continue to be available or sufficient. In such a case, we may not be able to successfully obtain additional financing on favorable terms, or at all. If we are unable to obtain the required capital or if our costs become prohibitively high, our business would be materially adversely affected.

        We cannot predict market conditions or the state of the overall economy, and difficult economic conditions may materially and adversely affect our financial results. In addition, there can be no assurance that any U.S. government actions taken for the purpose of stabilizing the financial markets will have a beneficial impact on the economy. For example, in 2009, the U.S. government provided eligible home buyers a tax credit that was extended until April 30, 2010. As a result of the home buyers' tax credit, the residential construction market improved during the first and second quarters of 2010, but experienced a decline in the third and fourth quarters of 2010, following expiration of the credits. There is no evidence that the residential construction market will improve during 2011.

Our financial performance is dependent on raw material prices, as well as the continued availability of raw materials.

        The primary raw materials we use in the manufacture of our products are various petrochemical resins, primarily PVC and olefins, including HDPE and polypropylene, or PP. In addition, we utilize a variety of other additives including modifiers, titanium dioxide, or TiO2, and pigments. Our financial performance therefore is dependent to a substantial extent on the markets for these various materials.

        The capacity, supply and demand for resins, additives and the petrochemical intermediates from which they are produced are subject to cyclical price fluctuations and other market disturbances, including supply shortages. Throughout the course of previous supply shortages we were able to maintain necessary raw material supplies. However, in the event of another industry-wide general shortage of resins and other additives we use, a shortage or discontinuation of certain types or grades of materials purchased from one or more of our suppliers or a supplier's declaration of force majeure, we may not be able to arrange for alternative sources of materials. Any such shortage may materially negatively impact our production process as well as our competitive position versus companies that are able to better or more cheaply source materials.

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        We purchase our raw materials directly from major petrochemical and chemical suppliers. We have long-standing relationships as well as guaranteed supply with some of these suppliers but we have no fixed-price contracts with any of our major vendors. Material purchases are made in accordance with our manufacturing specifications, and are based primarily on price and quality. Prices are negotiated on a continuous basis and we have not entered into hedges with respect to our raw material costs. We generally buy resin and other materials on an as-needed basis but have occasionally made strategic purchases of larger quantities.

        Prices of our key materials may continue to fluctuate, including as a result of changes in natural gas, crude oil, ethylene, methyl methacrylate, or MMA, and TiO2 prices, among other factors. The instability in the world market for petroleum and TiO2 and in the North American ethylene, MMA and natural gas markets could materially adversely affect the prices and general availability of raw materials. Over the past several years, we have at times experienced rapidly increasing material prices primarily due to the increased cost of oil, natural gas, ethylene, MMA and TiO2. Due to the uncertainty of these prices, we cannot reasonably estimate our ability to successfully recover any price increases. Even if we are able to pass these price increases on to our customers, we may not be able to do so on a timely basis, our gross margins could decline and we may not be able to implement other price increases for our products. To the extent that increases in the cost of materials cannot be passed on to our customers, or the duration of time lags associated with a pass through becomes significant, such increases may have a material adverse effect on our profitability and cash flow. Also, increases in material prices could negatively impact our competitive position as compared to products made of other materials, such as wood and metal, that are not affected by changes in the price of our raw materials.

        Additionally, we may be subject to significant increases in prices that may materially and adversely impact our financial condition. Resin prices increased in 2010, after a decline in 2009 due to lower demand in the broader economy. Based on market indices, the weighted average market cost for the types of resin that we use increased by approximately 18.2% for the year ended December 31, 2010 compared to the prior year, following a decrease by approximately 7.2% for the year ended December 31, 2009 compared to the year ended December 31, 2008.

Our continued success is dependent on the performance of our AZEK products, which represent a significant portion of our net sales.

        In 2010, 2009 and 2008, AZEK products accounted for approximately 65%, 61% and 59%, respectively, of our net sales. Therefore, our future prospects are largely dependent on the continued success of our AZEK products, which have been on the market for ten years, and continued growth in the residential repair and remodeling and new construction markets. These markets were materially and adversely impacted by the recent recession and any future decline in these markets could materially and adversely affect the demand of our AZEK products. Furthermore, if we should experience any problems, real or perceived, with product quality, relative value and use as compared to competitive materials, distribution, delivery or consumer acceptance of AZEK products, our sales and profitability could materially decline. In particular, the success of AZEK depends on our customers continuing to be willing to pay more for AZEK on the basis of relative value and use as compared to wood, wood composites and other products that AZEK is intended to replace. We are also subject to the risk that third parties develop new products that compete favorably with AZEK on a price-to-value relationship.

We face competition in each of our businesses and our customers may not continue to purchase our products.

        We face competition in the sale of our products. We compete with multiple companies with respect to each of our products, including divisions or subsidiaries of larger companies and foreign competitors. Our products also compete with the wood, wood composite and metal products that our low maintenance synthetic products are designed to replace. For example, AZEK Trim competes primarily

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with wood, aluminum, engineered wood, wood composites and other synthetic building materials, such as fiber-cement and celuka-processed products. The deck market in which AZEK Deck operates is competitive with numerous competitors who manufacture wood, wood composite and synthetic deck. Metal is currently the most used material in the bathroom partition market, which is highly fragmented and consists of manufacturers typically producing partitions in several different materials and price ranges. With respect to Vycom's basic non-fabricated products, the market is highly fragmented, with manufacturers generally focused on a few core materials, including dry petrochemical resins and other key materials, that are sold through distributors into end-market applications. Our competitors for other non-fabricated products include global, national and regional manufacturers.

        We compete on the basis of a number of considerations, including product characteristics, brand recognition and loyalty, marketing, product development, sales and distribution, price (on a price-to-value basis), service, quality, performance and ability to supply products to customers in a timely manner. Increases in our prices as compared to those of our competitors could materially adversely affect us. In particular, many of the products that we compete with on a price-to-value basis, such as wood and metal products, are not affected by the fluctuating cost of resin.

        The competition we face involves the following key risks:

    loss of market share;

    failure to anticipate and respond to changing consumer preferences and demographics;

    failure to develop new and improved products;

    failure of consumers to accept our brands and exhibit brand loyalty and pay premium prices on the basis of relative value and use as compared to competitive materials;

    aggressive pricing by competitors, which may force us to decrease prices or increase marketing and promotional spending in order to maintain market share; and

    failure of our marketing and promotional spending to increase, or even maintain, sales volume and market share.

        Our ability to grow will depend largely on our success in converting the current demand for wood and wood composites in trim, deck and rail applications into a demand for our AZEK products. To increase our market share, we must overcome the consumer lack of awareness of the value of non-wood trim, deck and rail alternatives in general and AZEK brand products in particular; the resistance of many consumers and contractors to change from well-established wood products; the greater initial expense of AZEK trim, deck and rail compared to wood and wood composites; the established relationships existing between suppliers of wood and wood composite trim, deck and rail products and contractors and homebuilders; and the competition from other manufacturers that offer alternatives to wood and wood composite products.

        Certain of our competitors have financial and other resources that are greater than ours and may be better able to withstand price competition. In addition, consolidation by industry participants could result in competitors with increased market share, larger customer bases, greater diversified product offerings and greater technological and marketing expertise, which would allow them to compete more effectively against us. Moreover, our competitors may develop products that are superior to our products or may adapt more quickly to new technologies or evolving customer requirements. Technological advances by our competitors may lead to new manufacturing techniques and make it more difficult for us to compete. In addition, because we do not have long-term arrangements with many of our customers, these competitive factors could cause our customers to cease purchasing our products.

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If we fail to successfully develop new and improved products, our business may be materially and adversely affected.

        For the year ended December 31, 2010, our new products introduced in the last two years represented 15.3% of our total sales. Our continued success depends on our ability to continue to innovate, manufacture and introduce new and improved products in our existing product lines and in new product categories. We may not be successful in developing new products, or new products we develop may fail to be profitable. For example, while we are currently developing potential products in the siding category, we will need to complete rigorous testing of these products prior to any market introduction. There can be no assurance that we will successfully complete the development and testing of these potential products. In addition, even if we do introduce these products in the market, there can be no assurance that consumers will choose these products over existing products or competing new introductions.

Some of our products experience seasonality.

        We typically experience moderately increased sales of our AZEK products in the first quarter of the year during which we conduct an "early buy" sales program, which encourages dealers to stock our AZEK products through the use of incentive discounts. We also have experienced decreased sales during the fourth quarter due to adverse weather conditions in certain markets during the winter season. Although our AZEK products can be installed year-round, unusually adverse weather conditions can negatively impact the timing of the sales of certain of our products, causing reduced profitability when such conditions exist. In addition, we have experienced increased sales of our synthetic bathroom partition products during the summer months during which schools are typically closed and therefore more likely to be undergoing remodeling activities.

If we are unable to meet future capital requirements, our business may be adversely affected.

        We have made significant capital expenditures in our businesses in recent years to expand our facilities, increase our capacity and enhance our production processes. We spent approximately $15.3 million, $6.3 million and $6.3 million in capital expenditures in fiscal years 2010, 2009 and 2008, respectively. We estimate that capital expenditures for 2011 will be $16 million to $21 million. As we grow our businesses, we may have to incur additional capital expenditures, including for the expansion of our existing facilities or for new facilities. We cannot assure you that we will have, or be able to obtain, adequate funds to make all necessary capital expenditures when required, or that the amount of future capital expenditures will not be materially in excess of our anticipated or current expenditures. If we are unable to make necessary capital expenditures, our product offerings may become dated, our productivity may decrease and the quality of our products may be adversely affected, which, in turn, could reduce our sales and profitability. In addition, even if we are able to invest sufficient resources, these investments may not generate net sales that exceed our expenses, generate any net sales at all or result in any commercially acceptable products.

We may incur goodwill impairment charges that adversely affect our operating results.

        We review our goodwill and other intangibles not subject to amortization for impairment annually, or when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit could be lower than its carrying value. Changes in economic or operating conditions impacting our estimates and assumptions could result in the impairment of our goodwill or long-lived assets. In the event that we determine our goodwill or long-lived assets are impaired, we may be required to record a significant charge to earnings in our financial statements that could have a material adverse effect on our results of operations. As of December 31, 2008, we determined that it was more likely than not that the fair value of each of our reporting units was below their respective carrying amounts. As of the time we filed our annual report in 2008, we had not completed the analysis

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required under the Financial Accounting Standards Board Accounting Standards Codification, or FASB ASC, 350 due to the complexities involved in determining the fair value of the assets and liabilities of each reporting unit. However, based on the work performed to date and the continued depressed market conditions at the time, we had concluded that an impairment loss was probable and could be reasonably estimated. Accordingly, we recorded a non-cash goodwill impairment charge of $36.0 million for the year ended December 31, 2008, representing our best estimate of the impairment charge at that time. In addition, we recorded a non-cash trademark impairment charge of $4.0 million for the year ended December 31, 2008. We finalized the goodwill impairment analysis during the first quarter of 2009, at which time an additional non-cash goodwill impairment charge of $14.4 million was required, which we recorded in our condensed consolidated financial statements for the quarter ended March 31, 2009. The additional impairment was not a result of further deterioration of the business, but the completion of the required analysis. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Goodwill, Long-Lived Assets and Other Intangible Assets." We continue to evaluate goodwill annually or if events or circumstances indicate that an impairment loss may have been incurred. Although we concluded that there was no impairment for the years ended December 31, 2010 and 2009, other impairment charges in the future may have a material adverse effect on our financial condition and results of operations.

Our business is subject to risks associated with manufacturing processes.

        We internally manufacture our own products at our production facilities. We produce all of our products in our manufacturing facilities in the Scranton, Pennsylvania area, with the exception of our AZEK Rail products, which are manufactured at our production facility in Toronto, Canada. In addition, the majority of our AZEK Deck products are manufactured at our production facility in Foley, Alabama. While we maintain insurance covering our manufacturing and production facilities, including business interruption insurance, a catastrophic loss of the use of all or a portion of our facilities due to accident, fire, explosion, labor issues, weather conditions, other natural disaster or otherwise, whether short or long-term, could have a material adverse effect on us.

        Unexpected failures of our equipment and machinery may result in production delays, revenue loss and significant repair costs, as well as injuries to our employees. Any interruption in production capability may require us to make large capital expenditures to remedy the situation, which could have a negative impact on our profitability and cash flows. Our business interruption insurance may not be sufficient to offset the lost revenues or increased costs that we may experience during a disruption of our operations. Moreover, there are a limited number of manufacturers that make the machines we use in our business. Because we supply our products to OEMs, a temporary or long-term business disruption could result in a permanent loss of customers that will seek out alternate suppliers. If this were to occur, our future sales levels, and therefore our profitability, could be materially adversely affected.

Our sales, cash flows from operations and results of operations may decrease if our relations with our key distributors decline.

        Our top ten distributors, through more than 40 independent branches, collectively accounted for more than half of our net sales for the year ended December 31, 2010. Our largest distributors, The Parksite Group, through eleven branches, Boston Cedar and Wolf Distributing, each accounted for more than 15% of AZEK Building Product segment sales for the year ended December 31, 2010, and collectively accounted for approximately 49% of total consolidated net sales for the year ended December 31, 2010. In the last quarter of 2010, Wolf Distributing ceased to be a distributor of our products, and subsequently announced plans to source its own private-label building products, including deck, rail and/or porch plank products, in direct competition with AZEK. Subsequently, a substantial portion of the distribution of our products previously handled through Wolf Distributing has been

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taken over by The Parksite Group. As a result, The Parksite Group currently accounts for a larger share of our net sales compared to the year ended December 31, 2010. We expect our relationship with The Parksite Group, Boston Cedar and our other key distributors to continue; however, the loss of or a significant adverse change in our relationships with The Parksite Group, Boston Cedar or any other significant distributor could temporarily disrupt our net sales. Our operations depend upon our ability to maintain our relations with our network of distributors and dealers. If our key distributors and dealers are unwilling to continue to sell our products or desire to sell competing products alongside our products, if we do not provide product offerings and price points that meet the needs of our key distributors and dealers, or if our key distributors and dealers merge with or are purchased by a competitor, we could experience a decline in sales. The loss of, or a reduction in orders from, any significant distributor or dealer, losses arising from disputes regarding shipments, fees, merchandise condition or related matters, or our inability to collect accounts receivable from any significant distributor or dealer could cause a decrease in our net income and our cash flow. In addition, revenue from distributors that have accounted for significant revenue in past periods, individually or as a group, may not continue, or if continued, may not reach or exceed historical levels in any period. If we are unable to replace such distributors or dealers, or otherwise replace the resulting loss of sales, our business and results of operations could be materially adversely affected.

Acquisitions we may pursue in the future may be unsuccessful.

        We may opportunistically consider the acquisition of other manufacturers or product lines of other businesses that either complement or expand our existing business. We cannot assure you that we will be able to consummate any such acquisitions or that any future acquisitions will be able to be consummated at acceptable prices and terms. Any future acquisitions we pursue may involve a number of special risks, including some or all of the following:

    the diversion of management's attention from our core businesses;

    the disruption of our ongoing business;

    entry into markets in which we have limited or no experience;

    the ability to integrate our acquisitions without substantial costs, delays or other problems;

    inaccurate assessment of undisclosed liabilities;

    the incorporation of acquired products into our business;

    the failure to realize expected synergies and cost savings;

    the loss of key employees or customers of the acquired business;

    increasing demands on our operational systems;

    possible adverse effects on our reported operating results, particularly during the first several reporting periods after the acquisition is completed; and

    the amortization of acquired intangible assets.

        Additionally, any acquisitions we may make could result in significant increases in our outstanding indebtedness and debt service requirements. The terms of our credit agreements may limit the acquisitions we can pursue.

Our insurance coverage may be inadequate to protect against the potential hazards incident to our business.

        We maintain property, business interruption, product liability and casualty insurance coverage, but such insurance may not provide adequate coverage against potential claims, including losses resulting from war risks, terrorist acts or product liability claims relating to products we manufacture. Consistent

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with market conditions in the insurance industry, premiums and deductibles for some of our insurance policies have been increasing and can in the future increase substantially. In some instances, some types of insurance may become available only for reduced amounts of coverage, if at all. In addition, there can be no assurance that our insurers would not challenge coverage for certain claims. If we were to incur a significant liability for which we were not fully insured or that our insurers disputed, it could have a material adverse effect on our financial position.

We provide product warranties that could expose us to claims, which could in turn damage our reputation and adversely affect our business.

        We provide warranty guarantees on our Scranton products against breakage, corrosion and delamination. Prior to June 1, 2009, Scranton products had a 15-year limited warranty. Beginning June 1, 2009, the warranty on most Scranton products was extended to 25 years for purchases after that date. Scranton Products' new Resistall product line has a 5-year limited warranty. AZEK Trim products have a 25-year limited warranty and AZEK Deck and AZEK Porch products sold for residential use have a lifetime limited warranty. The limited warranty period for all other uses of AZEK Deck and AZEK Porch, including commercial use, is 20 years. The AZEK Deck and AZEK Porch warranties guarantee against manufacturing defects in material and workmanship that result in blistering, peeling, flaking, cracking, splitting, cupping, rotting or structural defects from termites or fungal decay. AZEK Trim products are guaranteed against manufacturing defects that cause the products to rot, corrode, delaminate, or excessively swell from moisture. AZEK Rail products have a 20-year limited warranty for white rail and a 10-year limited warranty for AZEK Premier colored rail. The AZEK Rail warranty also guarantees against rotting, cracking, peeling, blistering, or structural defects from fungal decay.

        Estimating the required warranty reserves requires a high level of judgment as AZEK Trim and AZEK Rail products have only been on the market for ten years and AZEK Deck has only been on the market for six years. Each of these product lines are early in their product life cycles. Management estimates warranty reserves, based in part upon historical warranty costs, as a proportion of sales by product line. Management also considers various relevant factors, including its stated warranty policies and procedures, as part of its evaluation of its liability. Because warranty issues may surface later in the product life cycle, management continues to review these estimates on a regular basis and considers adjustments to these estimates based on actual experience compared to historical estimates. Although management believes that our warranty reserves at March 31, 2011 are adequate, actual results may vary from these estimates.

Our business operations could be significantly disrupted if members of our management team were to leave.

        Our success depends to a significant degree upon the continued contributions of our senior management. Our senior operating management members have extensive sales and marketing, engineering, manufacturing and finance backgrounds and collectively have over 120 years of cumulative industry or related experience. We believe that the depth of our management team is instrumental to our continued success. The loss of any member of our senior management team in the future could significantly impede our ability to successfully implement our business strategy, financial plans, expansion of services, marketing and other objectives. We do not carry key man insurance to mitigate the financial effect of losing the services of any member of our management team.

A portion of our business is derived from Canada, which exposes us to foreign exchange risks.

        Fluctuations between U.S. and Canadian currency values may adversely affect our results of operations and financial position. Our AZEK Rail products are internally manufactured at production facilities located in Toronto, Canada, and we have established an extensive network of distributors and dealers throughout the United States and Canada. Because the Canadian dollar is the functional currency for our Canadian operations, any change in the exchange rate will affect our reported

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expenses and net income for any period affected. For example, for the year ended December 31, 2010, we experienced unrealized foreign currency gains of $92,000. A decrease in the value of Canadian currency relative to the U.S. dollar could adversely affect the financial results from our Canadian operations and the value of the net assets of our Canadian operations when reported in U.S. dollars in our consolidated financial statements. There can be no assurance that fluctuations in foreign currency exchange rates will not have a materially adverse effect on our business, financial condition or results of operations.

Our business operations could be negatively impacted if we fail to adequately protect our intellectual property rights or if third parties claim that we are in violation of their intellectual property rights.

        As a company that manufactures and markets branded products, we rely heavily on trademark and service mark protection to protect our brands, and we have registered or applied to register many of these trademarks and service marks. We cannot assure you that our pending trademark and service mark applications will be granted or not challenged or opposed by third parties. In the event that our trademarks or service marks are successfully challenged and we lose all rights to use such trademarks or service marks, we could be forced to rebrand our products, requiring us to devote resources advertising and marketing new brands. In particular, the value of the AZEK brand is significant to the success of our business. We generally rely on a combination of unpatented proprietary know-how and trade secrets, and to a lesser extent, patents, in order to preserve our position in the market. Because of the importance of our proprietary know-how and trade secrets, we employ various methods to protect our intellectual property, such as entering into confidentiality agreements with third parties, and controlling access to and distribution of our proprietary information.

        There is no assurance that these protections are adequate to prevent competitors from copying, imitating or reverse engineering our products or from developing and marketing products that are substantially equivalent to or superior to our own. Further, we may not be able to deter current and former employees, contractors and other parties from breaching confidentiality obligations and misappropriating proprietary information. Due to the nature of our products and technology, it is difficult for us to monitor unauthorized uses of our products and technology. The steps we have taken may not prevent unauthorized use of technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States.

        In addition, we have applied for patent protection relating to certain existing and proposed products, processes and services or aspects thereof. We cannot assure you that any of our pending patent applications will be granted. We also cannot assure you that the patents issued as a result of our foreign patent applications will have the same scope of coverage as our United States patents. The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage.

        If third parties take actions that affect our rights or the value of our intellectual property, similar proprietary rights or reputation, or we are unable to protect our intellectual property from infringement or misappropriation, other companies may be able to use our intellectual property to offer competitive products at lower prices and we may not be able to effectively compete against these companies. In addition, if any third party copies or imitates our products, including our AZEK products, in a manner that projects a lesser quality or carries a negative connotation, this could have a material adverse effect on our goodwill in the marketplace because it would damage the reputation of synthetic products generally, whether or not it violates our intellectual property rights.

        In addition, we face the risk of claims that we are infringing third parties' intellectual property rights. We believe that our intellectual property rights are sufficient to allow us to conduct our business without incurring liability to third parties. We have received, and from time to time, may receive in the future, claims from third parties by which such third parties assert infringement claims against us in

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connection with the manufacture and sale of our products and we can give no assurance that claims or litigation asserting infringement by us of third parties' intellectual property rights will not be initiated in the future. Any such claim, even if it is without merit, could be expensive and time-consuming; could cause us to cease making, using or selling certain products that incorporate the disputed intellectual property; could require us to redesign our products, if feasible; could divert management time and attention; and could require us to enter into costly royalty or licensing arrangements, to the extent such arrangements are available. In the future, we may also rely on litigation to enforce our intellectual property rights and contractual rights, and, if such enforcement measures are not successful, we may not be able to protect the value of our intellectual property. Regardless of its outcome, any litigation could be protracted and costly and could have a material adverse effect on our business and results of operations.

The cost of complying with laws and regulations relating to the protection of human health and the environment may be significant.

        Our products and operations are subject to extensive and frequently changing federal, state, municipal, local and foreign laws and regulations relating to the protection of human health and the environment, including those limiting the discharge and release of pollutants into the environment and those regulating the transport, use, treatment, storage, disposal and remediation of, and exposure to, solid and hazardous wastes and hazardous materials. Certain environmental laws and regulations can impose joint and several liability without regard to fault on responsible parties, including past and present owners and operators of sites, to clean up, or contribute to the cost of cleaning up, sites at which hazardous wastes or materials were disposed or released. Failure to comply with environmental laws and regulations could result in severe fines and penalties. In addition, various current and potential future federal and state laws and regulations could regulate the emission of greenhouse gases, particularly carbon dioxide and methane. Accordingly, we may be required either to limit greenhouse gas emissions from our operations or to purchase allowances for such emissions. We cannot predict the impact that this regulation may have on our business in the future.

        While we believe that the future cost of compliance with environmental laws and regulations and liabilities associated with our operations or known environmental conditions will not have a material adverse effect on our business, we cannot assure you that future events, such as new or more stringent environmental laws and regulations, any related damage claims, the discovery of previously unknown environmental conditions requiring response action, or more vigorous enforcement or a new interpretation of existing environmental laws and regulations would not require us to incur additional costs that would be material and increase the cost of producing, or otherwise adversely affect the demand for, our products.

We depend on our information technology systems to conduct our business.

        Our ability to effectively monitor and control our operations and conduct our business depends on the proper functioning of our information technology systems. Any disruption in our information technology systems or the failure of these systems to operate as expected could, depending on the magnitude and duration of the problem, adversely affect our business, financial condition and operating results.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.

        Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Any inability to provide reliable financial reports or prevent fraud could harm our business. We are continuing to evaluate and, where appropriate, enhance our policies, procedures and internal controls. If we fail to maintain the adequacy of our internal controls, as such standards are

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modified, supplemented or amended from time to time, our financial statements may not accurately reflect our financial condition.

        We identified a material weakness in our internal control over financial reporting as of December 31, 2008, because we failed to maintain effective controls over the accounting for income taxes. An error resulted from an ineffective review process for the provision and balance sheet presentation of deferred income taxes, related to the methodology used to establish our valuation allowance, which was corrected prior to the issuance of our consolidated financial statements as of and for the year ended December 31, 2008 and had no impact on previously reported periods. This material weakness was remediated in 2009.

        As a public company, our management will be required to conduct an annual evaluation of our internal control over financial reporting and include a report of management on our internal control over financial reporting beginning with our Annual Report on Form 10-K for the year ending December 31, 2012. In addition, we expect to be required to have our independent registered public accounting firm report on the effectiveness of our internal control over financial reporting beginning with our Annual Report on Form 10-K for the year ending December 31, 2012. If we are unable to conclude that we have effective internal control over financial reporting, or if our independent registered public accounting firm is unable to provide us with an unqualified report as to the effectiveness of our internal control over financial reporting, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our common stock. In addition, even if we were to conclude, and our auditors were to concur, that our internal control over financial reporting provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. This, in turn, could have an adverse impact on trading prices for our shares of common stock, and could adversely affect our ability to access the capital markets.

Our substantial indebtedness could adversely affect our financial condition.

        We have a significant amount of indebtedness. As of March 31, 2011, we had total indebtedness of $325.5 million, excluding up to an additional $23.6 million that was available for borrowing under the New Revolving Credit Facility. See "Description of Certain Indebtedness."

        Our substantial indebtedness could have important consequences to you. For example, it could:

    increase our vulnerability to general adverse economic and industry conditions, including the recent volatility and disruptions in the credit markets;

    require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;

    limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

    place us at a competitive disadvantage compared to our competitors that have less debt; and

    limit our ability to borrow additional funds for capital expenditures, acquisitions, working capital or other purposes.

        In addition, a substantial portion of our debt bears interest at variable rates, and we have not entered into any interest rate hedges in respect of this debt. If market interest rates increase, such variable-rate debt will create higher debt service requirements, which could adversely affect our cash flow. Each 0.25% increase or decrease in the applicable interest rates on our variable-rate debt

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outstanding at March 31, 2011 would correspondingly change our interest expense by approximately $0.8 million per year.

        Our credit agreements contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts. The New Revolving Credit Facility matures in 2016, and the New Term Loan Agreement matures in 2017. We may need to refinance all or a portion of our indebtedness on or before the maturity thereof. We may not be able to obtain such financing on commercially reasonable terms or at all. Failure to refinance our indebtedness could have a material adverse effect on us and could require us to dispose of assets. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of our credit agreements do not fully prohibit us or our subsidiaries from doing so. The New Revolving Credit Facility permits borrowings of up to $65 million. In addition, the New Term Loan Agreement provides for additional uncommitted term loans of up to $70 million. If new indebtedness is added to our and our subsidiaries' current debt levels, the related risks that we and they now face could intensify and we may not be able to meet all our debt obligations.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and research and development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control, including the recent economic downturn and disruptions in the financial markets. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the New Revolving Credit Facility, or otherwise in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

        If for any reason we are unable to meet our debt service obligations, we would be in default under the terms of our agreements governing our outstanding debt. If such a default were to occur, the lenders under the New Revolving Credit Facility could elect to declare all amounts outstanding under that facility immediately due and payable, and the lenders would not be obligated to continue to advance funds under the New Revolving Credit Facility. In addition, if such a default were to occur, our term loans would become immediately due and payable. If the amounts outstanding under these debt agreements are accelerated our assets may not be sufficient to repay in full the money owed to our lenders and other creditors.

Our credit agreements impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some actions.

        Our credit agreements contain customary restrictions on our activities, including covenants that limit the ability of us and our restricted subsidiaries to:

    incur additional indebtedness or issue guarantees;

    grant liens;

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    make fundamental changes in our business, corporate structure or capital structure, including, among other things, entering into mergers, acquisitions and other business combinations;

    make loans and investments;

    pay dividends, make distributions and repurchase equity;

    enter into sale and leaseback transactions;

    enter into transactions with affiliates;

    modify or waive certain material agreements in a manner that is adverse in any material respect to the lenders; and

    prepay or repurchase certain indebtedness.

        The New Revolving Credit Facility also requires us to maintain a minimum fixed charge coverage ratio in certain circumstances. We may not be able to maintain this ratio, and any failure to be in compliance with this test when we are required to be in compliance could result in a default under the New Revolving Credit Facility. In the case of a default, we would, among other things, not be able to borrow funds under the New Revolving Credit Facility, which could make it difficult for us to operate our business. In addition, the New Term Loan Agreement requires us to maintain a maximum total leverage ratio and a minimum interest coverage ratio. We may not be able to maintain one or both of these ratios, and any failure to be in compliance with either of these tests could result in a default under the New Term Loan Agreement.

        The restrictions in our credit agreements may prevent us from taking actions that we believe would be in the best interest of our business, and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We may not be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements, and we may not be able to refinance our debt on terms acceptable to us, or at all.

        The breach of any of these covenants and restrictions could result in a default under our credit agreements. An event of default under our debt agreements would permit some of our lenders to declare all amounts borrowed from them to be due and payable. If we are unable to repay debt, lenders having secured obligations, such as the lenders under our credit agreements, could proceed against the collateral securing the debt. Because our credit agreements have customary cross-default provisions, if the indebtedness under any of our other facilities is accelerated, we may be unable to repay or finance the amounts due.

Risks Related to Our Common Stock and this Offering

There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity to sell our common stock at prices equal to or greater than the price you paid in this offering.

        Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the New York Stock Exchange, or NYSE, or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any shares of our common stock that you buy. The initial public offering price for the common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may

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not be able to sell our common stock at prices equal to or greater than the price you paid in this offering, or at all.

The price of our common stock may fluctuate significantly, and you could lose all or part of your investment.

        Volatility in the market price of our common stock may prevent you from being able to sell your common stock at or above the price you paid for your common stock. The market price of our common stock could fluctuate significantly for various reasons, including:

    actual or anticipated fluctuations in our operating and financial performance and prospects;

    our quarterly or annual earnings or those of other companies in our industry or related industries;

    the public's reaction to our press releases, our other public announcements and our filings with the Securities and Exchange Commission, or SEC;

    changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common stock or the stock of other companies in our industry;

    the failure of analysts to cover our common stock;

    the introduction of new products by us or our competitors;

    strategic actions by us or our competitors, such as acquisitions or restructurings;

    new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

    political developments;

    changes in accounting standards, policies, guidance, interpretations or principles;

    material litigations or government investigations;

    changes in market conditions in the broader stock market;

    changes in general conditions in the United States and global economies or financial markets, including those resulting from war, incidents of terrorism, acts of god or responses to such events;

    changes in key personnel;

    sales of our common stock by us or, members of our management team or our controlling stockholder;

    sales, or anticipated sales, of large blocks of our common stock;

    the granting or exercise of employee stock options;

    volume of trading in our common stock; and

    the realization of any risks described under "Risk Factors."

        These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based

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upon factors that have little or nothing to do with our company, and these fluctuations could materially reduce our share price and cause you to lose all or part of your investment. Further, in the past, market fluctuations and price declines in a company's stock have sometimes led to securities class action litigations against the company that issued the stock. If such a suit against us were to arise, it could have a substantial cost and divert our resources regardless of the outcome.

If securities or industry analysts do not publish research or reports about our business or if they downgrade recommendations regarding our stock, the price of our stock could decline.

        The research and reports that securities or industry analysts publish about us or our business may vary widely and may not predict accurate results, but will likely have an effect on the trading price of our common stock. If one or more of these analysts decide not to cover our company or fail to publish reports on us regularly, or if one or more of these analysts decide to cease covering our company at some point in the future, we could lose visibility in the market, which in turn could cause our stock price to decline. We may be subject to greater risk of losing analyst coverage as a result of the size of this offering and the relative number of shares which will be available for trading in the public market. If one or more of the analysts that cover us downgrade recommendations regarding our stock, or if our results of operations do not meet their expectations, our stock price could decline rapidly and such decline could be material.

We have no plans to pay any dividends on our common stock for the foreseeable future, so you may not receive funds without selling your common stock.

        We have no plans to pay regular dividends on our common stock. We generally intend to invest our future earnings, if any, to fund our growth. Any payment of future dividends will be at the discretion of our board of directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors may deem relevant. The terms of our credit agreements also effectively limit our ability to pay dividends. Our business is conducted through our subsidiaries. Dividends from, and cash generated by our subsidiaries will be our principal sources of cash to repay indebtedness, fund operations and pay dividends. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries. If we do not pay dividends, you may have to sell some or all of your common stock in order to generate cash flow from your investment. You may not receive a gain on your investment when you sell your common stock and you may lose the entire amount of the investment.

Because AEA Investors controls a significant percentage of our common stock, it may control all major corporate decisions and its interests may conflict with the interests of other holders of our common stock.

        Upon completion of this offering and the Distribution, AEA Investors will beneficially own approximately        % of the voting power of our outstanding common stock (or        % if the underwriters exercise their overallotment option in full). Through this beneficial ownership and a stockholders agreement, which provides voting control over additional shares of our common stock, AEA Investors will control approximately        % of the voting power of our outstanding common stock (or        % if the underwriters exercise their overallotment option in full). As a result of this ownership, AEA Investors will be able to influence or control matters requiring approval by our stockholders and/or our board of directors, including the election of directors and the approval of business combinations or dispositions and other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and may materially and adversely

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affect the market price of our common stock. In addition, AEA Investors may in the future own businesses that directly compete with ours. See "Summary—Our Sponsor" and "Certain Relationships and Related Party Transactions."

We are a "controlled company" within the meaning of the NYSE rules and, as a result, expect to qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.

        Following the consummation of this offering, we expect that AEA Investors will continue to control a majority of the voting power of our outstanding common stock. As a result, we expect to be a "controlled company" within the meaning of the NYSE corporate governance standards. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including:

    the requirement that a majority of our board of directors consist of independent directors;

    the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;

    the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and

    the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.

        Following this offering, we intend to utilize these exemptions if we continue to qualify as a "controlled company." If we do utilize the exemptions, we will not have a majority of independent directors and our nominating and corporate governance and compensation committees will not consist entirely of independent directors and such committees will not be subject to annual performance evaluations. As a result, our board of directors and those committees may have more directors who do not meet the NYSE independence standards than they would if those standards were to apply. The independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

Our management will have broad discretion over the use of the proceeds from this offering and might not apply the proceeds of this offering in ways that increase the value of your investment.

        Our management will have broad discretion to use the net proceeds from this offering. The net proceeds may be applied in ways with which you and other investors in the offering may not agree or which do not increase the value of your investment. We intend to use a portion of the net proceeds from shares that we sell to repay $             million of the outstanding principal amount of our indebtedness under                    . We have not allocated the remainder of the net proceeds for any specific purposes. We may fail to use these funds effectively to yield a significant return, or any return, on any investment of these net proceeds and we cannot assure you the proceeds will be used in a manner which you would approve. We will not receive any of the proceeds from the sale of the shares of our common stock by the selling stockholder.

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You will suffer immediate and substantial dilution as a result of this offering.

        The initial public offering price per share of our common stock is substantially higher than our net tangible book value per common share immediately after the offering. As a result, if you purchase shares in this offering, you will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. At an offering price of $            per share, which is the midpoint of the offering price range set forth on the front cover of this prospectus, you will incur immediate and substantial dilution of your investment in the amount of $            per share. See "Dilution."

Provisions of our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, as a result, depress the trading price of our common stock.

        Following this offering, we anticipate that our amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that could discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions will:

    authorize the issuance of blank check preferred stock that our board could issue to increase the number of outstanding shares and to discourage a takeover attempt;

    the absence of cumulative voting in the election of directors, which may limit the ability of minority stockholders to elect directors;

    limit the ability of stockholders to remove directors without cause if a "group," as defined under Section 13(d)(3) of the Exchange Act, ceases to own more than 50% of our common stock;

    establish a classified board of directors so that not all members of our board are elected at one time;

    prohibit our stockholders from calling a special meeting of stockholders;

    prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders, if a "group" ceases to own more than 50% of our common stock;

    provide that our board of directors is expressly authorized to adopt, or to alter or repeal, our bylaws;

    establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings; and

    grant to our board the sole power to set the number of directors and to fill any vacancy on the board.

        In addition, until affiliates of AEA Investors no longer own more than 50% of our common stock, we expect to opt out of Section 203 of the Delaware General Corporation Law, or DGCL, which, subject to some exceptions, prohibits business combinations between a Delaware corporation and an interested stockholder, which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation's voting stock for a three-year period following the date that the stockholder became an interested stockholder. After such time, we will be governed by Section 203. Section 203 could have the effect of delaying, deferring or preventing a change in control that our stockholders might consider to be in their best interests. See "Description of Capital Stock."

        These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more

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difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.

Future sales of our common stock in the public market could lower our share price, and any additional capital raised by us through the sale of equity or convertible debt securities may dilute your ownership in us and may adversely affect the market price of our common stock.

        We and substantially all of our stockholders may sell additional shares of common stock in subsequent public offerings. We may also issue additional shares of common stock or convertible debt securities to finance future acquisitions. After the consummation of this offering, we will have                shares of common stock authorized and                shares of common stock outstanding. This number includes                shares that we are selling in this offering, which may be resold immediately in the public market. Of the remaining shares,                , or        % of our total outstanding shares, are restricted from immediate resale under the lock-up agreements between our current stockholders and the underwriters described in "Underwriting," but may be sold into the market in the near future. These shares will become available for sale following the expiration of the lock-up agreements, which, without the prior consent of the representatives of the underwriters, is 180 days after the date of this prospectus, subject to compliance with the applicable requirements under Rule 144 of the Securities Act of 1933, or the Securities Act, or registration under the Securities Act. The market price of shares of our common stock may drop significantly when the restrictions on resale by our existing stockholders lapse.

        We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of our common stock will have on the market price of our common stock. Any additional capital raised by us through the sale of equity or convertible debt securities (including shares issued in connection with an acquisition or otherwise) may dilute your ownership in us and may adversely affect the market price of our common stock. Sales of substantial amounts of our common stock by our existing stockholders (including sales pursuant to the registration rights of our principal stockholders), or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock. See "Certain Relationships and Related Party Transactions" and "Shares Eligible for Future Sale."

Because we are a holding company with no operations of our own, we are financially dependent on receiving distributions from our subsidiaries and we could be harmed if such distributions could not be made in the future.

        We are a holding company and all of our operations are conducted through subsidiaries. Consequently, we rely on dividends or advances from our subsidiaries, all of which are directly or indirectly wholly owned. We do not currently expect to declare or pay dividends on our common stock for the foreseeable future; however, to the extent that we determine in the future to pay dividends on our common stock, none of our subsidiaries will be obligated to make funds available to us for the payment of dividends. The ability of such subsidiaries to pay dividends to us is subject to applicable local law. Such laws and restrictions could limit the payment of dividends and distributions to us, which would restrict our ability to continue operations. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock.

We will incur increased costs and our management will face increased demands as a result of operating as a company with public equity.

        As a company with public equity, we will incur significant legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act, as well as related rules implemented by the SEC, the NYSE and the

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Financial Industry Regulatory Authority, or FINRA, impose various requirements on companies with public equity. As a public company, we will be required to:

    prepare and distribute periodic public reports and other stockholder communications in compliance with our obligations under the federal securities laws and NYSE and FINRA rules;

    create or expand the roles and duties of our board of directors and committees of the board;

    institute more comprehensive financial reporting and disclosure compliance functions;

    supplement our internal accounting and auditing function;

    enhance and formalize closing procedures at the end of our accounting periods;

    enhance our investor relations function;

    establish new or enhanced internal policies, including those relating to disclosure controls and procedures; and

    involve and retain to a greater degree outside counsel and accountants in the activities listed above.

        Our management and other personnel will need to devote a substantial amount of time to these compliance matters. Also, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly than would be the case for a private company. For example, we expect these rules and regulations to make it more expensive for us to maintain director and officer liability insurance. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers.

        In addition, as a result of becoming a public company, we will be subject to financial reporting and other requirements that will be burdensome and costly. We may not timely complete our analysis of these reporting requirements, which could adversely affect investor confidence in our company and, as a result, the value of our common stock. If we fail to implement these reporting requirements, our ability to report our results of operations on a timely and accurate basis could be impaired.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements. You can generally identify forward-looking statements by our use of forward-looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "seek," "should," or "will," or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the markets in which we operate, including growth of our various markets and growth in the use of synthetic products, statements about potential new products and product innovation and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance contained in this prospectus under the headings "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business" are forward-looking statements. As described under "Market and Industry Data," the forward-looking statements contained herein regarding market share, market sizes and changes in markets are subject to various estimations and uncertainties.

        We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus under the headings "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business," may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

    general economic or business conditions, either nationally, regionally or in the individual markets in which we conduct business may deteriorate and have an adverse impact on our business strategy, including without limitation, factors relating to interest rates, gross domestic product levels and activity in the residential, institutional and commercial construction market;

    volatility in the financial markets;

    risks of increasing competition in our existing and future markets, including competition from new products introduced by competitors;

    risk that projections of increased market size do not materialize as expected;

    increases in prices and lack of availability of resin and other raw materials and our ability to pass any increased costs on to our customers in a timely manner;

    risks related to our dependence on the performance of our AZEK products;

    changes in laws and regulations, including environmental laws and regulations;

    continued increased acceptance of synthetic products as an alternative to wood, wood composite and metal products;

    risks related to acquisitions we may pursue;

    our ability to retain management;

    our ability to continue to innovate and introduce new products;

    our ability to meet future capital requirements and fund our liquidity needs;

    risks associated with our substantial indebtedness and debt service;

    our ability to protect our intellectual property rights;

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    risks related to our relations with our key distributors;

    downgrades in our credit ratings; and

    other risks and uncertainties, including those listed under "Risk Factors."

        Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date hereof. We do not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as otherwise required by law.

        In addition, the L.E.K. market study referred to in this prospectus contains certain forward-looking statements, and actual results could differ materially from those projected or estimated in the L.E.K. market study. Such forward-looking statements may be subject to certain risks and uncertainties including, but not limited to general economic or business conditions, including without limitation, factors relating to interest rates, gross domestic product levels and activity in the residential, institutional and commercial construction markets, and risks that projections of increased penetration of products do not materialize as expected. See "Market and Industry Data."

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USE OF PROCEEDS

        We estimate that the net proceeds to us from our sale of                    shares of common stock in this offering will be $             million, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering. This assumes a public offering price of $            per share, which is the midpoint of the offering price range set forth on the front cover of this prospectus. We intend to use the net proceeds from shares that we sell to repay $             million of the outstanding principal amount of our indebtedness under                    and for general corporate purposes.

        The interest rate on the indebtedness that we intend to repay from proceeds of this offering is            and the maturity date is                    .

        A $1.00 increase (decrease) in the assumed initial public offering price of $            per share would increase (decrease) the net proceeds to us from this offering by $             million, assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us. If the underwriters' overallotment option is exercised in full, we estimate that we will receive additional net proceeds of $             million, which we will use for general corporate purposes.

        We will not receive any proceeds from the sale of shares by the selling stockholder. Certain members of our management and board of directors as well as entities affiliated with AEA investors, our sponsor, have an equity interest in the selling stockholder. See "Principal and Selling Stockholders."

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DIVIDEND POLICY

        We have not declared or paid any cash dividends on our common stock since the acquisition of our company by AEA Investors in May 2005. We do not intend to pay any cash dividends for the foreseeable future. We intend to retain earnings, if any, for the future operation and expansion of our business and the repayment of debt. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors may deem relevant. In addition, covenants of any of our existing or future indebtedness, including our credit agreements, may limit our ability to pay dividends and make distributions to our stockholders. Our business is conducted through our subsidiaries. Dividends from, and cash generated by our subsidiaries will be our principal sources of cash to repay indebtedness, fund operations and pay dividends. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries. See "Description of Certain Indebtedness."

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and consolidated capitalization as of March 31, 2011:

    on an actual basis; and

    on a pro forma basis to give effect to the sale of            shares of our common stock in this offering by us at an assumed initial public offering price of $            per share (the midpoint of the offering price range set forth on the front cover of this prospectus) after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and the application of the net proceeds from this offering as described in "Use of Proceeds."

        This table should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this prospectus and "Selected Historical Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 
  As of March 31, 2011  
 
  Actual   Pro Forma(1)  
 
  (in thousands, except share data)
 

Cash and cash equivalents

  $ 12,339   $    
           

Long-term debt, including current portion:

             
 

Capital lease obligations

  $ 2,945   $    
 

New Revolving Credit Facility(2)

    39,683        
 

New Term Loan Agreement

    282,890        
           
   

Total long-term debt, including current portion

    325,518        
           

Shareholder's equity:

             
 

Common stock, $0.01 par value; 1,000 shares authorized and 10 shares issued and outstanding, actual;             shares authorized and             shares issued and outstanding, pro forma

           
 

Additional paid in capital

    212,315        
 

Accumulated deficit

    (49,014 )      
 

Note receivable—Holdings

    (14,012 )      
 

Accumulated other comprehensive loss

    (847 )      
           

Total shareholder's equity

    148,442        
           

Total capitalization

  $ 473,960   $    
           

(1)
A $1.00 increase (decrease) in the assumed initial public offering price of $            per share, the midpoint of the offering price range set forth on the front cover of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid in capital, total shareholders' equity and total capitalization by $            , assuming that the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same. The pro forma information discussed above is illustrative only and will be adjusted based on the actual public offering price and terms of this offering determined at pricing.

(2)
The New Revolving Credit Facility, which we entered into on February 18, 2011, permits borrowings of up to $65.0 million. As of March 31, 2011, the New Revolving Credit Facility had a balance of $40.0 million outstanding and a letter of credit of $1.4 million held against it, and approximately $23.6 million remained available for future borrowings. See "Description of Certain Indebtedness."

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DILUTION

        If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share and the net tangible book value per share after this offering.

        As of March 31, 2011, we had net tangible book value of approximately $             million, or $            per share. Net tangible book value per share represents total tangible assets less total liabilities and divided by the number of shares of common stock outstanding. After giving effect to (i) our                -for-one stock split and (ii) the issuance and sale of                shares of our common stock in this offering at an assumed initial public offering price of $            per share, the midpoint of the offering price range on the front cover of this prospectus, deducting the underwriting discounts and estimated offering expenses that we will pay and the application of the proceeds therefrom as described under "Use of Proceeds," our net tangible book value as of March 31, 2011 would have been approximately $             million, or $            per share. This represents an immediate increase in net tangible book value of $            per share to existing shareholders and an immediate dilution of $            per share to new investors purchasing common stock in this offering. The following table illustrates this dilution on a per share basis:

 
  Per Share  

Assumed initial public offering price per share

        $    

Net tangible book value per share as of March 31, 2011

  $          

Increase in net tangible book value per share attributable to this offering

             
             

Net tangible book value per share after this offering

             
             

Dilution per share to new investors

        $    
             

        A $1.00 increase (decrease) in the assumed initial offering price of $            per share, the midpoint of the offering price range set forth on the front cover of this prospectus, would affect our net tangible book value after this offering by $             million, the net tangible book value per share after this offering by $            per share, and the dilution per common share to new investors by $            per share, assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us.

        The following table sets forth, as of March 31, 2011, the total number of shares of common stock owned by existing stockholders and to be owned by new investors, the total consideration paid, and the average price per share paid by our existing stockholders and to be paid by new investors purchasing shares of common stock in this offering. The calculation below is based on an assumed initial public offering price of $            per share, the midpoint of the offering price range set forth on the front cover of this prospectus, before deducting the underwriting discounts and estimated offering expenses that we will pay.

 
  Shares Purchased   Total Consideration    
 
 
  Average Price
Per Share
 
 
  Number   Percent   Amount   Percent  
 
  (in thousands, except shares and percentages)
 

Existing stockholders

            % $         % $    

New investors

                               
                         
 

Total

            % $         % $    
                         

        A $1.00 increase (decrease) in the assumed initial offering price of $            per share would increase (decrease) total consideration paid by new investors, total consideration paid by all

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stockholders and average price per share paid by all stockholders by $             million, $             million and $            per share.

        If the underwriters exercise in full their option to purchase            additional shares of our common stock in this offering, the as adjusted net tangible book value per share would be $            per share and the dilution to new investors in this offering would be $            per share. If the underwriters exercise such option in full, the number of shares held by new investors will increase to approximately                shares of our common stock, or approximately        % of the total number of shares of our common stock outstanding after this offering.

        In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The selected historical financial data presented below as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected historical financial data presented below as of December 31, 2008, 2007 and 2006 and for the years ended December 31, 2007 and 2006 have been derived from our audited consolidated financial statements which are not included in this prospectus. The selected historical financial data presented below as of March 31, 2011 and for the three months ended March 31, 2011 and 2010 have been derived from our unaudited condensed consolidated financial statements, which are included elsewhere in this prospectus and have been prepared on the same basis as the audited consolidated financial statements included elsewhere herein. In our opinion, the interim data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of results for these periods. The operating results for any interim period are not necessarily indicative of the results that may be expected for any other interim period or for a full year.

        The results indicated below and elsewhere in this prospectus are not necessarily indicative of our future performance. You should read this data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

 
  Three Months Ended
March 31,
  Year Ended December 31,  
(Dollars in thousands)
  2011   2010   2010   2009   2008   2007   2006  
 
  (unaudited)
   
   
   
   
   
 

Statement of Operations Data:

                                           

Net sales

  $ 114,622   $ 94,667   $ 327,535   $ 266,875   $ 305,240   $ 313,703   $ 261,790  

Cost of sales

    (81,276 )   (65,098 )   (226,670 )   (173,328 )   (235,099 )   (225,436 )   (193,417 )
                               

Gross profit

    33,346     29,569     100,865     93,547     70,141     88,267     68,373  

Selling, general and administrative expenses

    (15,529 )   (14,395 )   (56,489 )   (57,392 )   (50,644 )   (47,242 )   (40,521 )

Lease termination expense

                (657 )            

(Loss) gain on sale of property

    (12 )       (336 )   (525 )   21     422      

Impairment of goodwill and long-lived assets

        (599 )   (599 )   (14,408 )   (40,000 )        
                               

Operating income (loss)

    17,805     14,575     43,441     20,565     (20,482 )   41,447     27,852  

Loss on debt extinguishment

    (7,339 )                        

Interest expense, net

    (6,682 )   (7,471 )   (30,854 )   (31,347 )   (34,905 )   (33,698 )   (28,685 )

Foreign currency gain (loss)

    14     78     92     336     (215 )        

Miscellaneous, net

        7     243     29     153     240     306  
                               

Income (loss) before income taxes

    3,798     7,189     12,922     (10,417 )   (55,449 )   7,989     (527 )

Income tax benefit (expense)

    734     (3,998 )   (3,569 )   111     7,095     (3,760 )   (230 )
                               

Net income (loss)

  $ 4,532   $ 3,191   $ 9,353   $ (10,306 ) $ (48,354 ) $ 4,229   $ (757 )
                               

Per Share Data:

                                           

Weighted average shares outstanding (basic and diluted)(1)

    10     10     10     10     10     10     10  

Net income (loss) per share (basic and diluted)(1)

  $ 453   $ 319   $ 935.3   $ (1,030.6 ) $ (4,835.4 ) $ 422.9   $ 75.7  

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  Three Months Ended
March 31,
  Year Ended December 31,  
(Dollars in thousands)
  2011   2010   2010   2009   2008   2007   2006  
 
  (unaudited)
   
   
   
   
   
 

Other Financial Data:

                                           

Capital expenditures

  $ 5,568   $ 3,490   $ 15,346   $ 6,258   $ 6,282   $ 14,386   $ 16,995  

Adjusted EBITDA(2)

  $ 24,584   $ 21,277   $ 67,519   $ 60,873   $ 46,339   $ 63,135   $ 44,275  

Adjusted EBITDA margin(2)

    21.4 %   22.5 %   20.6 %   22.8 %   15.2 %   20.1 %   16.9 %

Statement of Cash Flows Data:

                                           

Net cash (used in) provided by operating activities

  $ (46,044 ) $ (31,151 ) $ 26,976   $ 37,441   $ 36,315   $ 21,259   $ 1,912  

Net cash used in investing activities

  $ (5,568 ) $ (3,490 ) $ (15,346 ) $ (7,179 ) $ (47,887 ) $ (70,570 ) $ (51,966 )

Net cash provided by (used in) financing activities

  $ 14,862   $ 8,491   $ (7,097 ) $ (8,602 ) $ 24,123   $ 56,746   $ 37,442  

Balance Sheet Data (at end of period):

                                           

Cash and cash equivalents

  $ 12,339         $ 49,072   $ 44,501   $ 22,586   $ 9,608   $ 2,173  

Total assets

  $ 574,611         $ 553,084   $ 539,404   $ 538,905   $ 600,496   $ 507,796  

Total debt(3)

  $ 325,518         $ 305,578   $ 307,355   $ 314,253   $ 284,933   $ 258,297  

Total shareholder's equity

  $ 148,442         $ 143,403   $ 138,009   $ 146,926   $ 196,494   $ 156,972  

(1)
Does not give effect to the            -for-one stock split which will occur prior to the effectiveness of the registration statement of which this prospectus forms a part.

(2)
We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we utilize Adjusted EBITDA in the calculation of financial covenants under our New Revolving Credit Facility and our New Term Loan Agreement, as well as in the determination of compensation for members of our senior management team. "Adjusted EBITDA," which is defined as "Consolidated EBITDA" under our credit agreements, represents net income (loss) before interest expense, income tax expense and depreciation and amortization, or EBITDA, as further adjusted to exclude certain other items as set forth in the reconciliation presented below. "Adjusted EBITDA margin" is our Adjusted EBITDA as a representative percentage of net sales, and we believe our Adjusted EBITDA margin is useful in measuring our profitability. You are encouraged to evaluate each adjustment and whether you consider each to be appropriate. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Adjusted EBITDA and Adjusted EBITDA margin are not recognized financial measures under GAAP and may not be comparable to similarly titled measures used by other companies in our industry or across different industries. Adjusted EBITDA and, as a result, Adjusted EBITDA margin, have limitations as analytical tools and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our outstanding debt;

Adjusted EBITDA does not reflect depreciation and amortization, which are non-cash charges, although the assets being depreciated and amortized will likely have to be replaced in the future, nor does Adjusted EBITDA reflect any cash requirements for such replacements;

non-cash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period; and

Adjusted EBITDA does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations.

We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information.

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    The following is a reconciliation of our net income (loss) to Adjusted EBITDA and a calculation of Adjusted EBITDA margin:

 
  Three Months Ended
March 31,
  Year Ended December 31,  
(Dollars in thousands)
  2011   2010   2010   2009   2008   2007   2006  
 
  (unaudited)
   
   
   
   
   
 

Net income (loss)(a)

  $ 4,532   $ 3,191   $ 9,353   $ (10,306 ) $ (48,354 ) $ 4,229   $ (757 )

Interest expense, net(a)

    6,682     7,471     30,854     31,347     34,905     33,698     28,685  

Income tax (benefit) expense

    (734 )   3,998     3,569     (111 )   (7,095 )   3,760     230  

Depreciation and amortization

    5,403     5,509     21,339     21,604     21,491     18,157     13,813  
                               

EBITDA

    15,883     20,169     65,115     42,534     947     59,844     41,971  

Impairment of goodwill and long-lived assets(b)

        599     599     14,408     40,000          

Disposal of fixed assets(c)

    12     11     336     525         22      

Relocation and severance costs(d)

    169     62     63     886     973     1,009     466  

Facility charges(e)

        18     19     657     26     (444 )    

Settlement charges(f)

                        500      

Management fee and expenses(g)

    383     391     1,561     1,740     1,855     1,733     1,021  

Fees associated with debt extinguishment(h)

    7,886                          

Fees related to market study(i)

    306                          

Registration expenses related to Old Notes(j)

    (64 )   13     38     26     309          

Non-cash compensation charge(k)

    9     14     36     97     118     398     272  

Acquisition-related items(l)

            (248 )       2,111     73     545  
                               

Adjusted EBITDA

  $ 24,584   $ 21,277   $ 67,519   $ 60,873   $ 46,339   $ 63,135   $ 44,275  
                               

Net sales

  $ 114,622   $ 94,667   $ 327,535   $ 266,875   $ 305,240   $ 313,703   $ 261,790  

Adjusted EBITDA margin

    21.4 %   22.5 %   20.6 %   22.8 %   15.2 %   20.1 %   16.9 %

(a)
Net income (loss) and interest expense each includes the amortization of deferred financing costs classified as interest expense in the amount of approximately $0.5 million for each of the three month periods ended March 31, 2011 and 2010 and approximately $2.2 million, $2.3 million, $2.1 million, $1.9 million and $1.7 million for each of the years ended December 31, 2010, 2009, 2008, 2007 and 2006, respectively.

(b)
For the three months ended March 31, 2010 and the year ended December 31, 2010, this represents the write-down of manufacturing equipment related to the consolidation of our two Canadian manufacturing facilities into one facility. For the year ended December 31, 2009, this represents the write-down of our goodwill related to the completion of our impairment analysis for 2008 during the first quarter of 2009. For the year ended December 31, 2008, this represents the write-down of our goodwill and trademarks.

(c)
Represents the disposal of various fixed assets.

(d)
For the three months ended March 31, 2011, this represents $0.2 million of severance costs. For the three months ended March 31, 2010, this represents $13,000 of severance costs and $49,000 of relocation costs for members of our management team. For the year ended December 31, 2010, this represents $42,000 of severance costs and $20,000 of relocation costs for members of our management team. For the year ended December 31, 2009, this represents $0.3 million of severance costs attributable to our former AZEK president and $0.5 million of costs related to relocation for members of our management team. For the year ended December 31, 2008, $0.8 million represents relocation related to the hiring of certain members of our management team. For the year ended December 31, 2007, $1.0 million represents severance costs related to our former chief executive officer. For the year ended December 31, 2006, $0.4 million represents the elimination of salary and benefits of three co-founders of the business.

(e)
For the three months ended March 31, 2010 and the year ended December 31, 2010, this represents expenses related to the consolidation of our two Canadian manufacturing facilities into one facility. For the year ended December 31, 2009, this represents termination costs of $0.2 million related to the consolidation of our administrative offices into one of our manufacturing facilities in Pennsylvania and $0.4 million related to the consolidation of our two Canadian manufacturing facilities into one facility. For the year ended December 31, 2008, this represents the $26,000 settlement expense related to the closing costs of the sale of the Winfield Avenue facility. For the year ended December 31, 2007, this represents the gain we recorded related to the sale of the Winfield Avenue facility.

(f)
For the year ended December 31, 2007, this represents the one-time settlement expense we incurred over our patent infringement settlement.

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(g)
Represents the AEA Investors management fee and expenses that were charged during the periods presented. Upon consummation of this offering, the AEA Investors management fee is expected to be terminated and we will be required to pay management termination fees of $            . See "Certain Relationships and Related Party Transactions."

(h)
For the three months ended March 31, 2011, this represents $7.4 million of debt refinancing fees associated with the loss on debt extinguishment and $0.5 million of third party fees associated with the debt refinancing.

(i)
For the three months ended March 31, 2011, this represents costs of $0.3 million related to a market study completed in preparation of this offering.

(j)
Represents financing charges related to the market making registration statement for the Old Notes.

(k)
Represents non-cash compensation charges related to our Class B Unit Equity Program.

(l)
For the year ended December 31, 2010, this represents a settlement related to the share purchase agreement for the acquisition of Composatron, which we acquired on February 29, 2008. For the year ended December 31, 2008, this represents (i) $0.6 million of integration costs from the Composatron acquisition and (ii) $1.5 million of a non-cash fair value adjustment to increase inventory to its estimated selling price at February 29, 2008, in connection with the Composatron acquisition, which increase was then recognized as an increase to cost of sales during the period from March 1, 2008 to December 31, 2008 as the related inventory was sold. For the year ended December 31, 2007, this represents (i) $60,000 of integration costs from the acquisition of Procell, which we acquired on January 31, 2007 and (ii) $13,000 of integration and moving expenses from the acquisition of Santana Products, which we acquired on April 28, 2006. For the year ended December 31, 2006, this represents (i) $0.5 million of integration and moving expenses from the Santana Products acquisition and (ii) $26,000 of charges related to the Procell acquisition that were incurred after the signing of the initial purchase agreement on December 13, 2006.
(3)
Includes capital lease obligations.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

        The following discussion and analysis should be read in conjunction with and is qualified in its entirety by reference to our audited and unaudited consolidated financial statements and accompanying notes included elsewhere in this prospectus. Except for historical information, the discussions in this section contain forward-looking statements that involve risks and uncertainties, including, but not limited to, those described in the "Risk Factors" section of this prospectus. Future results could differ materially from those discussed below. See "Cautionary Note Regarding Forward-Looking Statements."

        The following discussion is provided to supplement the audited and unaudited consolidated financial statements and the related notes included elsewhere in this prospectus to help provide an understanding of our financial condition, changes in financial condition and results of our operations, and is organized as follows:

    Overview and Executive Summary provides a general description of our business and the key factors that affect our results of operations.

    Acquisitions provides a summary of our acquisitions during the periods presented.

    Critical Accounting Policies provides a discussion of our accounting policies that require critical judgment, assumptions and estimates.

    Results of Operations provides an analysis of our financial performance and results of operations for the three months ended March 31, 2011 compared to the three months ended March 31, 2010, the year ended December 31, 2010 compared to the year ended December 31, 2009, and the year ended December 31, 2009 compared to the year ended December 31, 2008.

    Liquidity and Capital Resources provides an overview of our financing, capital expenditures, cash flows and contractual obligations.

    Recently Issued Accounting Pronouncements provides a brief description of significant accounting standards which were issued during the periods presented.

    Quantitative and Qualitative Disclosures About Market Risk discusses market risks we face from changes in interest rates, currency exchange rates and commodity prices.

Overview and Executive Summary

        We are a leading manufacturer and innovator of low maintenance, premium branded synthetic building products that are replacing wood, wood composites, metal and other materials in the residential, institutional, commercial and industrial end-markets. We operate the following three operating segments:

    AZEK Building Products manufactures exterior building solutions including trim, deck, rail, moulding and porch products for the residential market;

    Scranton Products produces interior building solutions including bathroom partitions and lockers under the Hiny Hiders, Resistall and TuffTec labels for the institutional and commercial markets; and

    Vycom manufactures a comprehensive offering of highly-engineered plastic sheet products including Celtec, Seaboard, Playboard, Sanatec, Corrtec and Flametec for special applications in industrial markets.

        With a focus on manufacturing excellence and quality over the past 27 years, we have been first to market with a number of high quality synthetic building products that offer a compelling value proposition to our entire supply chain. With the first mover advantage, we have established leading

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brands and an extensive and growing sales and distribution network targeted towards large markets increasingly converting to low maintenance products that are replacing materials such as wood, wood composites and metal. Through product development initiatives and selected acquisitions, we have increased our product offerings and leveraged our distribution channels to further our penetration of the residential, institutional, commercial and industrial end-markets that we serve. Within the past five years we have expanded our AZEK product line from offering primarily trim to currently offering a broad range of exterior residential building products including trim, deck, rail, moulding and porch. We believe many of our products are still in the early stages of their product life cycles as the material conversion opportunity expands and, for that reason, we invest in downstream marketing initiatives focused on educating key influencers and decision makers on the advantages of our products.

        Through our various product offerings, we have exposure to residential new construction and repair and remodeling markets, institutional and commercial construction markets, and various industrial markets. AZEK products are sold into both the residential repair and remodeling market and the residential new construction market. Scranton's fabricated products are sold into various institutional and commercial markets which are impacted by general construction trends that can be influenced by tax receipts of municipalities. Vycom products are sold into several industrial sectors, thereby diversifying sales across sectors sensitive to differing economic factors. In 2010, approximately 47% of our products were sold into the residential repair and remodeling market, 18% into the residential new construction market, 18% into the institutional and commercial construction markets, with the remaining 17% sold into various industrial end-markets. Over 97% of our sales in 2010 were in the United States.

        Adverse economic conditions significantly impacted our growth in 2008 and 2009 across all of our end-markets. These conditions, combined with volatile oil and natural gas prices, declining business and consumer confidence, increased unemployment rates and volatile capital and credit markets, had precipitated an economic downturn and severe recession. The downturn adversely affected the demand for our products in our end-markets. This negative effect on demand was exacerbated by a general lowering of inventory levels throughout the supply chain for our products. In 2010 and the first quarter of 2011, our residential and industrial markets saw a modest recovery, while our institutional and commercial markets continued to decline.

        Throughout the economic downturn, we have taken a disciplined approach to investing in our business to generate long-term growth while achieving strong profit margins and cash flows. Over the last three years, we strategically invested in a new product development infrastructure to support product launches and bolstered our premium brands through marketing initiatives such as contractor sample kits, display kiosks, product literature, print, TV and radio advertising, tradeshows, internet marketing and social media initiatives, sales training and AZEK University to educate distributors, dealers, architects, contractors and builders on the advantages of our products. In 2008 and 2009, our capital investment primarily consisted of maintenance capital expenditures, while in 2010 and the first quarter of 2011, we expanded our manufacturing capacity to support the volume growth resulting from our successful product launches and marketing initiatives. In addition, our active management of working capital accounts, particularly inventory, has supported our initiative to drive cash flow and maintain ample liquidity for future growth. As a result of these initiatives, our net sales in 2010 increased by 22.7% and, over the last three years, we maintained on average an Adjusted EBITDA margin of approximately 19.5%. See note 2 of "Selected Historical Consolidated Financial Data" for the calculation of Adjusted EBITDA margin and a reconciliation of Adjusted EBITDA to net income (loss).

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Key Factors Affecting Our Results of Operations

        Our results of operations and financial condition are affected by the following factors, which reflect our operating philosophy and continued focus on driving material conversion to our high quality, low maintenance products in each of our end-markets.

        Volume of Products Sold.    Our net sales are directly impacted by the volume of products sold during any given period, and volume is affected by the following items:

    Economic Conditions:    The demand for our products depends, in part, on general economic conditions and business confidence levels, including the level of economic activity in the end-markets in which we operate.

    Material Conversion:    We have continued to increase the sales volume of our products through our focused efforts to drive material conversion and market penetration of our products. We compete with products made of wood, wood composite, metal and other materials that our low maintenance synthetic products are designed to replace. We intend to increase conversion and penetration in our markets by educating key influencers and decision makers on the advantages of our products, which in turn creates pull-through demand for our products.

    Product Innovation:    Our sales volume in any particular period may benefit from new product introductions. We utilize a market-focused and solutions-driven approach to innovation by soliciting feedback from distributors, dealers, contractors, builders, architects and consumers in order to develop products that appropriately address unmet needs.

    Marketing and Distribution:    Demand for our products is influenced by our efforts to expand and enhance awareness of our premium brands. We distribute our products through an extensive and growing multi-channel national distribution network and have developed a tailored sales and distribution strategy focused on educating key influencers and decision makers along the entire supply chain. We supplement the efforts of our sales force with a variety of marketing strategies that include contractor sample kits and display kiosks, product literature, print, TV and radio advertising, tradeshows, internet marketing and social media initiatives, sales training and AZEK University to educate distributors, dealers, architects, contractors and builders on the advantages of our products.

        Pricing.    In general, our pricing strategy is to price our products at a premium relative to competing materials based on the value proposition they provide, including lower installation, maintenance and life cycle costs. While we believe that our premium brands and leading market positions generally provide us with the ability to raise our prices in response to increases in our cost of sales, during certain of the periods presented herein, we have made strategic decisions not to alter the pricing of our products in reaction to short term fluctuations in our raw material costs. However, our pricing strategy does take into consideration the broader market dynamics within each of our businesses, and we have chosen to offer prices for each of our operating segments as follows:

    AZEK:    Prices for our AZEK products are typically set annually, taking into account anticipated changes in input costs, market dynamics and new product introductions.

    Scranton Products:    Because many of our Scranton Products sales are customized by order, these products are typically priced based on the nature of the particular specifications ordered.

    Vycom:    We maintain standard pricing lists for our Vycom products that we review and change periodically.

        Given the potential variability in material costs and supply availability, we continually monitor the pricing of our products and may make adjustments accordingly.

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        Cost of Materials.    Raw material costs, including resins and other additives, represent a majority of our cost of sales. Over the past five years, material price fluctuations have become increasingly significant due to a variety of issues including constrained supply resulting from natural disasters and foreign demand and domestic economic conditions. We seek to mitigate the effects of fluctuations in our raw material costs by broadening our supplier base, including off-shore suppliers, exploring options for material substitution without sacrificing quality and increasing manufacturing efficiencies. Because we have not generally adjusted the sales price of our products in direct response to fluctuations in raw material costs in the short term, these fluctuations have impacted our results of operations in certain of the periods presented. For additional information, see "—Quantitative and Qualitative Disclosures About Market Risk—Raw Material; Commodity Price Risk."

        Product Mix.    We offer a wide variety of products across numerous product lines within our three operating segments, and these products are sold at different prices, are composed of different materials and require varying levels of manufacturing complexity. In any particular period, changes in the number of units sold, the amount of pounds sold and the prices and costs of those products, in each case relative to other products, will impact our average selling price per pound and our cost of goods on a per pound basis.

        Seasonality.    Although we generally have demand for our products throughout the year, our sales have historically been moderately seasonal. We have typically experienced increased sales of our AZEK products in the first quarter of the year as a result of our "early buy" sales program, which encourages dealers to stock our AZEK products through the use of incentive discounts. We have generally experienced decreased sales in the fourth quarter due to adverse weather conditions in certain markets during the winter season. In addition, we have experienced increased sales of our Scranton products in the summer months during which schools are typically closed and therefore are more likely to undergo remodeling activities. With respect to our Vycom products, we have experienced very limited seasonality.

Acquisitions

        Throughout our history, we have made selected strategic acquisitions. On February 29, 2008, we acquired 100% of the outstanding stock of Composatron. The former Composatron products were rebranded as AZEK Rail and are manufactured and sold by our AZEK Building Products operating segment.

Basis of Presentation

        The consolidated financial statements included elsewhere in this prospectus have been prepared in accordance with GAAP and the rules of the SEC. Our consolidated financial statements include the accounts of CPG International Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to conform prior period financial statements to current period financial statement presentation.

Critical Accounting Policies

        The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, allowance for doubtful accounts, inventories, vendor rebates, product warranties and goodwill and intangible assets. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The following are our major critical accounting policies.

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Revenue Recognition

        We recognize revenue at the time product is shipped to the customer and title transfers if all of the four following conditions are satisfied: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured.

        We recognize revenue, net of estimated credits and rebates at the time of delivery. We also estimate the liability for allowance for doubtful accounts based on a current evaluation of experience determined by the stated collection terms and the creditworthiness of account holder. We estimate rebates based on volumes and historical trends. We believe that our estimate for credits, rebates and allowance for doubtful accounts is an accurate reflection of future events. Should actual experience differ from estimates, revisions to the reserves or allowances recorded would be required. However, if these estimates are significantly below the actual amounts, our sales could be adversely impacted.

Allowance for Doubtful Accounts

        We extend credit to commercial, institutional, residential and industrial construction customers based on an evaluation of their financial condition, and collateral is generally not required. The evaluation of the customer's financial condition is performed to reduce the risk of loss. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Our allowance for doubtful accounts is based on management's assessment of the business environment, customers' financial condition, historical collection experience, accounts receivable aging and customer disputes. Past due and delinquent accounts are measured based on the terms specified in the agreements. Any amount that is not paid within the agreed upon terms is considered past due and delinquent. When circumstances arise or a significant event occurs that comes to the attention of management, the allowance is reviewed for adequacy and adjusted to reflect the change in the estimated amount to be received from the customer. Changes in the allowance for doubtful accounts between December 31, 2010 and December 31, 2009 reflect management's assessment of the factors noted above, including past due accounts, disputed balances with customers, and the financial condition of customers. The allowance for doubtful accounts is decreased when uncollectible accounts receivable balances are actually written off. Uncollectable accounts are charged off based on the age of the receivables past due, and management's assessment of the creditworthiness of the account holder.

Inventories

        Inventories (mainly, petrochemical resin), are valued at the lower of cost or market, determined on a first-in, first-out basis, or FIFO, and reduced for slow-moving and obsolete inventory.

        Inventory obsolescence write-downs are recorded for damaged, obsolete, excess and slow-moving inventory. At the end of each quarter, management within each operating segment performs a detailed review of its inventory on an item by item basis and identifies which products are believed to be obsolete or slow-moving. Management assesses the need for, and the amount of, obsolescence write-down based on customer demand of the item, the quantity of the item on hand and the length of time the item has been in inventory.

Vendor Rebates

        Certain vendor rebates and incentives are earned by us only when a specified level of annual purchases is achieved. These vendor rebates are recognized on a systematic and rational allocation of the cash consideration offered to each of the underlying transactions provided the amounts are probable and reasonably estimable. We record the incentives as a reduction to the cost of inventory. Upon sale of inventory, the incentives are recognized as a reduction to cost of sales. We record such

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incentives during interim periods based on actual results achieved on a year-to-date basis and our expectation that purchase levels will be obtained to earn the rebate.

Product Warranties

        We provide warranty guarantees on our Scranton products against breakage, corrosion and delamination. Prior to June 1, 2009, we had provided a 15-year limited warranty on our Scranton products. Beginning June 1, 2009, the warranty on most Scranton products was extended to 25 years for purchases after that date. Scranton Products' new Resistall product line has a 5-year limited warranty. We also provide a 25-year limited warranty on AZEK Trim and AZEK Moulding products, and a lifetime limited warranty on AZEK Deck and AZEK Porch products sold for residential use. The warranty period for all other uses of AZEK Deck and AZEK Porch, including commercial use, is 20 years. AZEK Trim products are guaranteed against manufacturing defects that cause the products to rot, corrode, delaminate, or excessively swell from moisture. The AZEK Deck and AZEK Porch warranties guarantee against manufacturing defects in material and workmanship that result in blistering, peeling, flaking, cracking, splitting, cupping, rotting or structural defects from termites or fungal decay. AZEK Rail products have a 20-year limited warranty for white rail and a 10-year limited warranty for AZEK Premier colored rail. The AZEK Rail warranty also guarantees against rotting, cracking, peeling, blistering or structural defects from fungal decay.

        Estimating the required warranty reserves requires a high level of judgment as AZEK Trim products have only been on the market for ten years, AZEK Deck has only been on the market for six years and AZEK Rail has only been on the market for ten years, each of which are early in their product life cycles. Management estimates warranty reserves, based in part upon historical warranty costs, as a proportion of sales by product line. Management also considers various relevant factors, including its stated warranty policies and procedures, as part of its evaluation of its liability. Because warranty issues may surface later in the product life cycle, management continues to review these estimates on a regular basis and considers adjustment to these estimates based on actual experience compared to historical estimates. Although management believes that the warranty reserves at December 31, 2010 are adequate, actual results may vary from these estimates. We currently classify a portion of the warranty reserve as a current liability which appears on the consolidated balance sheet in accrued expenses. The warranty reserve is affected by any additions arising from outstanding claims that will more likely than not be recognized during the period, and actual warranty claims that occurred during the period.

Goodwill, Long-Lived Assets and Other Intangible Assets

        We evaluate costs of acquired assets in excess of fair value, or goodwill, and other intangible assets not subject to amortization in accordance with FASB ASC 350. In accordance with the guidance, goodwill and other intangibles not subject to amortization are tested for impairment annually, or when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is lower than its carrying value. Testing of goodwill to identify potential impairment and calculate the amount of impairment, if any, is performed using a two step process. The first step, which involves estimating the fair value of each reporting unit, is performed by comparing the fair value of the reporting unit to the unit's carrying values, including goodwill allocated to that reporting unit. If the carrying value of the reporting unit exceeds its fair value, the second step of the goodwill impairment test shall be performed to measure the amount of impairment loss, if any. Under step two, the implied fair value of goodwill, calculated as the difference between the fair value of the reporting unit and the fair value of the net assets of the reporting unit, is compared to the carrying value of goodwill. The excess of the carrying value of goodwill over the implied fair value of goodwill represents the amount impaired.

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        We evaluate goodwill for impairment annually at December 31. The significant estimates and assumptions used by management in assessing each reporting unit's fair value and the recoverability of goodwill is based on the estimated discounted future cash flows of that unit. Our approach is based on each reporting unit's projection of operating results and cash flows that are discounted using our weighted average cost of capital. The basis of our cash flow assumptions includes historical and forecasted revenue, operating costs, and other relevant factors including estimated cash expenditures. Assumptions under this method included a discount rate of approximately 11.8%, and annual revenue growth rates consistent with historical trends, with consideration of current economic trends, ranging from 5.5% to 34.6%, relative to specific products lines, as well as increases in operating costs relative to the increases in revenues over five years. We further assume a terminal growth rate after five years of approximately 3.5% to 4%, based upon the estimated growth of individual products and their projected growth cycles.

        As of December 31, 2010 and 2009, we completed our annual evaluation of potential impairment of goodwill and determined that no impairment of goodwill existed. We believe that the fair value of each reporting unit substantially exceeded its carrying value. In addition, we were not aware of any events or circumstances that would indicate an impairment loss. Factors that were considered included: adverse change in operating results, decline in strategic business plans, and significantly lower future cash flows.

        As of December 31, 2008, we determined that the fair value of each of our reporting units was below their respective carrying amounts. Accordingly, we recorded a non-cash goodwill impairment charge of $36.0 million for the year ended December 31, 2008, representing our best estimate of the impairment charge at the time. Approximately $11.0 million, $15.4 million and $9.6 million of the estimate was allocated to the AZEK Building Products, Scranton Products and Vycom operating segments, respectively. We finalized our goodwill impairment analysis during the first quarter of 2009 and an additional non-cash goodwill impairment charge of $14.4 million was recorded in our condensed consolidated financial statements for the three months ended March 31, 2009. Approximately $14.9 million of the additional impairment was recorded to AZEK Building Products, a reduction of $3.3 million was recorded to the Scranton Products operating segment and $2.8 million of the additional impairment was recorded to Vycom. The additional impairment was not a result of further deterioration in the business, but the completion of the required analysis.

        We consider our trademark intangible, or Trademark, assets as indefinite-life intangible assets that do not require amortization. Rather, these intangible assets are tested at least annually for impairment, or more frequently if events or circumstances indicate that the asset might be impaired, by comparing the fair value of the Trademark assets to their carrying amount. If the carrying amounts of the Trademark assets were to exceed their fair value, an impairment loss would be recognized. As of December 31, 2010 and 2009, the fair value of the Trademark assets exceeded its carrying amount, and no impairment was recognized. As of December 31, 2008, the carrying amount of the Trademark assets exceeded their fair value and a $4.0 million impairment charge was recorded to our Scranton Products operating segment for the year ended December 31, 2008. The annual evaluation of indefinite-life intangible assets requires the use of estimates about future operating revenues and an avoided royalty rate for each reporting unit in determination of the estimated fair values. Changes in forecasted revenues could materially affect these estimates.

        We evaluate potential impairment of amortizable intangible assets and long-lived tangible assets whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. Amortizable intangible assets and long-lived tangible assets include customer relationships, non-compete agreements, proprietary knowledge and fixed assets. In the event that these assets are impaired, which we would determine based on undiscounted cash flows, losses would be recognized to the extent the carrying value exceeds the fair value. Such an impairment loss would be calculated based

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upon the discounted future cash flows expected to result from the use of the asset, and would be recognized as a non-cash component of operating income.

        We amortize the following intangible assets over the time periods indicated: customer relationships (over 10 years); non-compete agreements (over 5 years) and proprietary knowledge (over 15 years). Certain of our intangible assets are amortized on an accelerated basis over the useful lives of those assets. See Note 6 to our audited consolidated financial statements included elsewhere in this prospectus for more detail regarding goodwill and intangible assets.

Share-Based Compensation

        Holdings, the owner of 100% of our common stock prior to the completion of this offering, established a Class B Unit equity program, which offers our executive officers and certain of our key managers and employees the opportunity to purchase limited partnership units in Holdings. These equity units in Holdings are intended to allow each employee participant to share in the value created at the time the current owners sell or otherwise exit the business based upon the number of limited partnership units held in Holdings by the participants when the sale or exit transaction is completed.

        The chosen valuation methodology used to determine the fair value of the Class B Unit equity program is the probability-weighted expected return method, or PWERM, as detailed by the American Institute of Certified Public Accountants. Under the PWERM method, the value of Class B Units is estimated based upon an analysis of future values for the enterprise assuming various future outcomes. Accordingly, Class B Unit value is based upon the probability-weighted present value of expected future investment returns, considering each of the estimated potential future outcomes, as well as the rights of each unit class. The future outcomes we considered were: an initial public offering, or IPO; a merger or sale to a strategic acquirer; a sale to a financial buyer; distressed sale in a housing downturn; and a longer-term hold period. In arriving at the value of the Class B Units, management considered many factors and assumptions including: our current and historical financial performance; our expected future financial performance; our financial condition at the grant date; the liquidation rights of our equity holders; the illiquidity of our equity units; the condition of and outlook for our industry; the business risks inherent in our business; and risks of comparable publicly-traded companies.

        The PWERM method was applied for the years ended December 31, 2010 and 2009, and due to the increasing enterprise value and the resulting impact of the Class B Units, in accordance with the terms of the limited partnership agreement of Holdings, the Class B Units significantly increased in value in 2010 as compared to 2009. Class B Units are highly sensitive to changes in enterprise value, due to the preferential return on Class A Units, as provided by the limited partnership agreement. The inputs that can significantly impact the value of the Class B Units are as follows:

    Increased earnings of our company;

    Increase in the multiples of public comparables used to determine the valuation in the various exit scenarios;

    Changes in the probability of various scenarios towards higher valuation outcomes; and

    Discount and illiquidity rates.

        The probability of occurrence for the different exit scenarios was 25% and 15% for an IPO for the years ended December 31, 2010 and 2009, respectively; 25% each for the merger or sale to a strategic acquirer and sale to a financial buyer for each of the years ended December 31, 2010 and 2009; 15% and 25% for a distressed sale in a housing downturn for the years ended December 31, 2010 and 2009, respectively; and 10% for the longer-term hold period for each of the years ended December 31, 2010 and 2009. From December 31, 2009 to December 31, 2010, the illiquidity discount rate and the discount rate decreased from 35% to 25% and from 25% to 16%, respectively, due to the proximity of the valuation date associated with the anticipated exit scenarios.

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        Following the completion of this offering, Holdings intends to distribute to all of the holders of the Class A Units and the Class B Units all the remaining shares of our common stock that it holds at such time, in accordance with and as contemplated by the limited partnership agreement of Holdings. After that distribution, Holdings will be dissolved, and former holders of the Class A Units and the Class B Units will then directly hold shares of our common stock. See "Prospectus Summary—The Offering." In connection with this offering, we intend to adopt an equity incentive plan in respect of our common stock. We expect to grant equity-based compensation awards under that plan after this offering. See "Compensation Discussion and Analysis—Elements of Compensation."

Income Taxes

        We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based upon differences between the financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax assets or liabilities are expected to be realized or settled. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized.

        At December 31, 2010, the valuation allowance represents a full valuation allowance against U.S. federal net deferred tax assets, and certain net state deferred tax assets other than deferred tax liabilities related to indefinite-lived assets, which cannot be used to support the realization of the existing deferred tax assets. We consider all sources of taxable income in estimating its valuation allowances, including taxable income in any available carry back period; the reversal of taxable temporary differences; tax-planning strategies; and taxable income expected to be generated in the future other than reversing temporary differences. While we have concluded that it is more likely than not that the majority of our net deferred tax assets will not be utilized, if we are able to demonstrate continued profitability combined with the favorable impact of the February 2011 refinancing, then we may reverse our valuation allowance in the future.

Results of Operations

Three Months Ended March 31, 2011 Compared with Three Months Ended March 31, 2010

        The following table summarizes certain financial information relating to our operating results that have been derived from our consolidated financial statements for the three months ended March 31, 2011 and 2010. Also included is certain information relating to the operating results as a percentage of

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net sales. We believe this presentation is useful to investors in comparing historical results. Certain percentages in the table may not add up to 100.0% due to the rounding of individual components.

 
  Three Months Ended March 31,  
(Dollars in thousands)
  2011   %
Of Net
Sales
  2010   %
Of Net
Sales
  $
Variance
  %
Variance
 

Net sales

  $ 114,622     100.0 % $ 94,667     100.0 % $ 19,955     21.1 %

Cost of sales

    81,276     70.9     65,098     68.8     16,178     24.9  
                             

Gross profit

    33,346     29.1     29,569     31.2     3,777     12.8  

Selling, general and administrative expenses

    15,529     13.5     14,395     15.2     1,134     7.9  

Loss on disposal of property

    12                 12     100.0  

Impairment of long-lived assets

            599     0.6     (599 )   (100.0 )

Loss on debt extinguishment

    7,339     6.4             7,339     100.0  

Interest expense, net

    6,682     5.8     7,471     7.9     (789 )   (10.6 )

Foreign currency gain

    14         78     0.1     (64 )   (82.1 )

Miscellaneous—income

            7         (7 )   (100.0 )

Income tax benefit (expense)

    734     0.6     (3,998 )   (4.2 )   4,732     118.4  
                             

Net income

  $ 4,532     4.0 % $ 3,191     3.4 % $ 1,341     42.0 %
                             

        Net Sales.    Net sales were $114.6 million for the three month ended March 31, 2011, an increase of $19.9 million, or 21.1%, from $94.7 million for the three months ended March 31, 2010. The increase was largely attributable to an increase in net sales at AZEK Building Products and Vycom of 24.0% and 39.4% respectively, offset by a decrease in Scranton Products net sales of 11.7%. The residential repair and remodeling market and the industrial market modestly improved relative to the prior year, while the institutional and commercial construction markets continued to decline. In addition to the moderately recovering end-markets, new product launches and our sales and marketing initiatives also contributed to increased sales. Overall, we sold 80.9 million pounds of product during the three months ended March 31, 2011, which was a 21.9% increase from the 66.4 million pounds sold during the three months ended March 31, 2010. Volume growth in AZEK and Vycom more than offset volume declines at Scranton Products. Average selling price per pound across our company for the three months ended March 31, 2011 decreased to $1.42 from $1.43 for the same period of 2010, primarily due to changes in product mix, which more than offset price increases.

        Cost of Sales.    Cost of sales increased by $16.2 million, or 24.9%, to $81.3 million for the three months ended March 31, 2011 from $65.1 million for the same period in 2010. The increase was primarily attributable to the increase in volume and higher average material costs, and was only partially offset by increased operational efficiencies. Based on market indices, the weighted average market cost for the types of resin that we use increased by approximately 5.5% for the three months ended March 31, 2011 compared to the same period of 2010.

        Gross Profit.    Gross profit increased by $3.7 million, or 12.8%, to $33.3 million for the three months ended March 31, 2011 from $29.6 million for the same period of 2010. Gross profit as a percent of net sales decreased to 29.1% for the three months ended March 31, 2011 from 31.2% for the same period in 2010. This decrease was mainly attributable to an increase in material costs.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased by $1.1 million, or 7.9%, to $15.5 million, or 13.5% of net sales for the three months ended March 31, 2011 from $14.4 million or 15.2% of net sales for the same period in 2010. The increase in selling, general and administrative expenses was primarily attributable to an increase in expenses related to our debt refinancing and legal and professional fees, partially offset by a decrease in bad debt expense.

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        Impairment of Long-Lived Assets.    Impairment of long-lived assets was $0.6 million for the three months ended March 31, 2010, resulting from the planned disposition of manufacturing equipment related to our Canadian manufacturing facility consolidation. No impairment existed for the three months ended March 31, 2011.

        Loss on Debt Extinguishment.    Loss on debt extinguishment was $7.3 million for the three months ended March 31, 2011, which resulted from the debt refinancing that occurred on February 18, 2011.

        Interest Expense, net.    Interest expense, net, decreased by $0.8 million, or 10.6%, to $6.7 million for the three months ended March 31, 2011 from $7.5 million for the same period in 2010. Interest expense declined primarily due to lower variable interest rates in the first quarter of 2011 as compared to the same period in 2010, as a result of the debt refinancing.

        Income Taxes.    Income tax expense decreased by $4.7 million to a benefit of $0.7 million for the three months ended March 31, 2011 from $4.0 million for the same period in 2010. Income tax expense decreased primarily due to the impact of a discrete tax benefit of $2.9 million related to the charges associated with the debt extinguishment recorded in the first quarter 2011 and due to a discrete tax benefit of $1.6 million resulting from the reversal of the valuation allowance associated with federal deferred tax assets, offset by a discrete charge of $0.8 million associated with a tax rate adjustment with respect to net federal temporary differences. Income tax expense for the first quarter of 2010 was primarily attributable to deferred tax expense associated with indefinite-lived assets.

        Net Income.    Net income increased by $1.3 million to net income of $4.5 million for the three months ended March 31, 2011 from $3.2 million for the comparable period in 2010, as a result of reasons described above, offset by the loss on debt extinguishment.

Year Ended December 31, 2010 Compared with Year Ended December 31, 2009

        The following table summarizes certain financial information relating to our operating results that have been derived from our consolidated financial statements for the years ended December 31, 2010 and 2009. Also included is certain information relating to the operating results as a percentage of net sales. We believe this presentation is useful to investors in comparing historical results. Certain percentages in the table may not add up to 100.0% due to the rounding of individual components.

(Dollars in thousands)
  Year Ended
December 31,
2010
  %
Of 2010
Net Sales
  Year Ended
December 31,
2009
  %
Of 2009
Net Sales
  $
Variance
  %
Variance
 

Net sales

  $ 327,535     100.0 % $ 266,875     100.0 % $ 60,660     22.7 %

Cost of sales

    226,670     69.2     173,328     64.9     53,342     30.8 %
                             

Gross profit

    100,865     30.8     93,547     35.1     7,318     7.8 %

Selling, general and administrative expenses

    56,489     17.2     57,392     21.5     (903 )   (1.6 )%

Lease termination expense

            657     0.2     (657 )   (100.0 )%

Loss on disposal of property

    336     0.1     525     0.2     (189 )   (36.0 )%

Impairment of goodwill and long-lived assets

    599     0.2     14,408     5.4     (13,809 )   (95.8 )%

Interest expense, net

    30,854     9.4     31,347     11.7     (493 )   (1.6 )%

Foreign currency gain

    92         336     0.1     (244 )   (72.6 )%

Miscellaneous—income

    243     0.1     29         214     737.9 %

Income tax (expense) benefit

    (3,569 )   (1.1 )   111         (3,680 )   (3,315.3 )%
                             

Net income (loss)

  $ 9,353     2.9 % $ (10,306 )   (3.9 )% $ 19,659     190.8 %
                             

        Net Sales.    Net sales were $327.5 million for the year ended December 31, 2010, an increase of $60.7 million, or 22.7%, from $266.9 million for the year ended December 31, 2009, largely attributable

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to an increase in net sales at AZEK Building Products and Vycom of 30.3% and 52.9% respectively, offset by a decrease in Scranton Products net sales of 12.9%. The residential and industrial markets modestly improved relative to the prior year, while the institutional and commercial construction markets continued to decline. In addition to the moderately recovering end-markets, new product launches and our sales and marketing initiatives also contributed to increased sales. Overall, we sold 220.6 million pounds of product during the year ended December 31, 2010, which was a 23.6% increase from the 178.5 million pounds sold during the year ended December 31, 2009. Volume growth in AZEK and Vycom more than offset volume declines at Scranton Products. Average selling price per pound across our company for the year ended December 31, 2010 decreased to $1.49 from $1.50 for the same period of 2009, primarily due to changes in product mix.

        Cost of Sales.    Cost of sales increased by $53.3 million, or 30.8%, to $226.7 million for the year ended December 31, 2010 from $173.3 million for the same period in 2009. The increase was primarily attributable to the increase in volume as well as higher average material costs and was only partially offset by increased operational efficiencies. Based on market indices, the weighted average market cost for the types of resin that we use increased by approximately 18.2% for the year ended December 31, 2010 compared to the same period of 2009.

        Gross Profit.    Gross profit increased by $7.3 million, or 7.8%, to $100.9 million for the year ended December 31, 2010 from $93.5 million for the same period of 2009. Gross profit as a percent of net sales decreased to 30.8% for the year ended December 31, 2010 from 35.1% for the same period in 2009. This decrease was mainly attributable to an increase in material costs.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses decreased by $0.9 million, or 1.6%, to $56.5 million, or 17.2% of net sales, for the year ended December 31, 2010 from $57.4 million, or 21.5% of net sales, for the same period in 2009. The decrease in selling, general and administrative expenses was primarily attributable to a decrease in marketing expenses of $1.7 million, offset by an increase in salary expense.

        Lease Termination Expense.    Lease termination expense was $0.7 million, or 0.2% of net sales, for the year ended December 31, 2009. This represented the required termination costs to consolidate our administrative offices into one of our manufacturing facilities in Pennsylvania as well as to consolidate our Canadian manufacturing facilities. There was no such expense during 2010.

        Impairment of Goodwill and Long-Lived Assets.    Impairment of long-lived assets was $0.6 million for the year ended December 31, 2010, resulting from the planned disposition of manufacturing equipment related to our Canadian manufacturing facility consolidation. Impairment of goodwill was $14.4 million for the year ended December 31, 2009, resulting from the finalization of our step 2 goodwill impairment analysis for 2008, during the first quarter of 2009. There was no impairment of goodwill during 2010.

        Interest Expense, net.    Interest expense, net, decreased by $0.5 million, or 1.6%, to $30.9 million for the year ended December 31, 2010 from $31.3 million for the same period in 2009. Interest expense declined primarily due to lower variable interest rates in 2010 from 2009.

        Income Taxes.    Income tax expense increased by $3.7 million to $3.6 million for the year ended December 31, 2010 from a benefit of $0.1 million for the same period in 2009. Income tax expense increased primarily due to an increase in deferred tax expense associated with indefinite-lived assets. Deferred tax liabilities associated with such indefinite-lived assets cannot be used to support the realization of existing deferred tax assets, for which valuation allowances have been provided. The deferred tax expense associated with such indefinite-lived assets is the primary component of deferred tax expense, and was favorably impacted in 2009 due to the impairment charge recorded in 2009, and favorable deferred tax rate adjustments due to legislation enacted in 2009. Income tax expense also increased as a result of the increase in pretax income in 2010.

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        Net Income.    Net income increased by $19.7 million to net income of $9.4 million for the year ended December 31, 2010 from a net loss of $10.3 million for the comparable period in 2009, as a result of reasons described above, most notably from the goodwill impairment expense that did not recur in 2010.

Year Ended December 31, 2009 Compared with Year Ended December 31, 2008

        The following table summarizes certain financial information relating to our operating results that have been derived from our consolidated financial statements for the years ended December 31, 2009 and 2008. Also included is certain information relating to the operating results as a percentage of net sales. We believe this presentation is useful to investors in comparing historical results. Certain percentages in the table may not add up to 100.0% due to the rounding of individual components.

(Dollars in thousands)
  Year Ended
December 31,
2009
  %
Of 2009
Net Sales
  Year Ended
December 31,
2008
  %
Of 2008
Net Sales
  $
Variance
  %
Variance
 

Net sales

  $ 266,875     100.0 % $ 305,240     100.0 % $ (38,365 )   (12.6 )%

Cost of sales

    173,328     64.9     235,099     77.0     (61,771 )   (26.3 )%
                             

Gross profit

    93,547     35.1     70,141     23.0     23,406     33.4 %

Selling, general and administrative expenses

    57,392     21.5     50,644     16.6     6,748     13.3 %

Lease termination expense

    657     0.2             657     100.0 %

(Loss) gain on disposal of property

    (525 )   (0.2 )   21         (546 )   (2,600.0 )%

Impairment of goodwill and long-lived assets

    14,408     5.4     40,000     13.1     (25,592 )   (64.0 )%

Interest expense, net

    31,347     11.7     34,905     11.4     (3,558 )   (10.2 )%

Foreign currency gain (loss)

    336     0.1     (215 )   (0.1 )   551     256.3 %

Miscellaneous—income

    29         153     0.1     (124 )   (81.0 )%

Income tax benefit

    111         7,095     2.3     (6,984 )   (98.4 )%
                             

Net loss

  $ (10,306 )   (3.9 )% $ (48,354 )   (15.8 )% $ 38,048     78.7 %
                             

        Net Sales.    Net sales were $266.9 million for the year ended December 31, 2009, a decrease of $38.4 million, or 12.6%, from $305.2 million for the year ended December 31, 2008. For the year ended December 31, 2009, AZEK Building Products net sales decreased 9.3%, Scranton Products net sales decreased 11.6% and Vycom net sales decreased 25.9% compared to the year ended December 31, 2008. Average selling price per pound across our company for the year ended December 31, 2009 increased to $1.50 from $1.46 for the same period of 2008, primarily due to changes in product mix. Overall, we sold 178.5 million pounds of product during the year ended December 31, 2009, which was a 14.6% decrease from the 209.1 million pounds sold during the year ended December 31, 2008. The slowdown in our end-markets continued throughout 2009.

        Cost of Sales.    Cost of sales decreased by $61.8 million, or 26.3%, to $173.3 million for the year ended December 31, 2009 from $235.1 million for the same period in 2008. The decrease was primarily attributable to the decline in volume as well as lower average material costs for the year ended December 31, 2009 compared to the same period in 2008. Based on market indices, the weighted average market cost for the types of resin that we use decreased by approximately 7.2% for the year ended December 31, 2009 compared to the same period in 2008.

        Gross Profit.    Gross profit increased by $23.4 million, or 33.4%, to $93.5 million for the year ended December 31, 2009 from $70.1 million for the same period of 2008. Gross profit as a percent of

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net sales increased to 35.1% for the year ended December 31, 2009 from 23.0% for the same period in 2008. This increase was mainly attributable to the decrease in material costs.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased by $6.8 million, or 13.3%, to $57.4 million, or 21.5% of net sales, for the year ended December 31, 2009 from $50.6 million, or 16.6% of net sales, for the same period in 2008. The increase in selling, general and administrative expenses was primarily attributable to increased selling and marketing costs of $2.8 million and higher incentive compensation of $2.0 million.

        Lease Termination Expense.    Lease termination expense was $0.7 million, or 0.2% of net sales, for the year ended December 31, 2009. This represents the required termination costs to consolidate our administrative offices into one of our manufacturing facilities in Pennsylvania as well as to consolidate our Canadian manufacturing facilities.

        Loss on Sale of Property.    Loss on sale of property was $0.5 million, or 0.2% of net sales, for the year ended December 31, 2009. This loss resulted from disposal of fixed assets.

        Impairment of Goodwill and Long-Lived Assets.    Impairment of goodwill was $14.4 million, or 5.4% of net sales, for the year ended December 31, 2009, which resulted from the finalization of our step 2 impairment analysis for 2008, during the first quarter of 2009. This is compared to $40.0 million, or 13.1% of net sales, for the year ended December 31, 2008, resulting from the write-down of goodwill and trademarks in the fourth quarter as a result of depressed market conditions. The additional impairment loss was not a result of further deterioration of the business, but the completion of the required analysis.

        Interest Expense, net.    Interest expense, net, decreased by $3.6 million, or 10.2%, to $31.3 million for the year ended December 31, 2009 from $34.9 million for the same period in 2008. Interest expense declined due to lower variable interest in 2009 from 2008, and the write-off of approximately $469,000 of deferred financing costs attributable to our previous credit facility that were included in interest expense for the year ended December 31, 2008.

        Income Taxes.    Income tax benefit decreased by $7.0 million, or 98.4%, to a benefit of $0.1 million for the year ended December 31, 2009 from a benefit of $7.1 million for the same period in 2008. Income tax benefit decreased primarily due to a reduction in the year over year pretax loss, offset in part by a decrease in nondeductible impairment charges, and a lower net increase in the valuation allowance against net deferred tax assets other than deferred tax liabilities related to indefinite-lived assets (which cannot be used to support the realization of existing deferred tax assets).

        Net Loss.    Net loss decreased by $38.0 million to a net loss of $10.3 million for the year ended December 31, 2009 from a net loss of $48.4 million for the comparable period in 2008 as a result of reasons described above, particularly from the lower average resin costs as well as from decreased impairment expense.

Segment Results of Operations

        Beginning in the third quarter of 2009, we realigned our industrial business, previously included in the AZEK Building Products and Scranton Products segments, into a third segment referred to as Vycom to reinforce it as a single, standalone entity, providing non-fabricated branded sheet to national distributors. Segment results for the year ended December 31, 2008, have been updated to conform to this organizational change.

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AZEK Building Products—Three Months Ended March 31, 2011 Compared with Three Months Ended March 31, 2010

        The following table summarizes certain financial information relating to the AZEK Building Products segment results that have been derived from our consolidated financial statements for the three months ended March 31, 2011 and 2010:

 
  Three Months Ended March 31,    
   
 
 
  $
Variance
  %
Variance
 
(Dollars in thousands)
  2011   2010  

Net sales

  $ 85,415   $ 68,892   $ 16,523     24.0 %

Cost of sales

    59,976     47,082     12,894     27.4  
                     

Gross profit

    25,439     21,810     3,629     16.6  

Selling, general and administrative expenses

    7,829     7,546     283     3.8  

Impairment of long-lived assets

        599     (599 )   (100.0 )

Loss on disposal of property

    12         12     100.0  
                     

Segment operating income

  $ 17,598   $ 13,665   $ 3,933     28.8 %
                     

        Net Sales.    Net sales increased by $16.5 million, or 24.0%, to $85.4 million for the three months ended March 31, 2011 from $68.9 million for the same period in 2010. The increase in net sales was driven by modest recovery in the repair and renovation market, new product introductions and our sales and marketing initiatives, all of which favorably impacted demand for our AZEK products. Average selling price per pound for the three months ended March 31, 2011 was $1.35 as compared to $1.36 for the same period of 2010, primarily due to increased rebate incentives and changes in product mix. We sold 63.3 million pounds of product during the three months ended March 31, 2011, which was a 25.4% increase from the 50.5 million pounds sold during the comparable period in 2010.

        Cost of Sales.    Cost of sales increased by $12.9 million, or 27.4%, to $60.0 million for the three months ended March 31, 2011 from $47.1 million for the same period of 2010. The increase was primarily attributable to higher volumes as well as an increase in average resin costs, partially offset by increased operational efficiencies. Based on market indices, the market cost for PVC resin increased by approximately 4.7% for the three months ended March 31, 2011 compared to the same period in 2010.

        Gross Profit.    Gross profit increased by $3.6 million, or 16.6%, to $25.4 million for the three months ended March 31, 2011 from $21.8 million for the same period in 2010. Gross profit as a percent of net sales was 29.8% for the three months ended March 31, 2011 compared to 31.7% for the same period in 2010. This decrease was primarily attributable to increased material costs.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased by $0.3 million, or 3.8%, to $7.8 million for the three months ended March 31, 2011 from $7.5 million for the same period in 2010. As a percentage of net sales, selling, general and administrative expenses decreased to 9.2% for the three months ended March 31, 2011 from 11.0% for the same period in 2010. The increase in selling, general and administrative expenses was primarily attributable to an increase in marketing expense as a result of new product launches and marketing initiatives, an increase in selling expense and professional fees partially offset by a decrease in bad debt expense.

        Impairment of Long-Lived Assets.    Impairment of long-lived assets was $0.6 million for the three months ended March 31, 2010, resulting from the planned disposition of manufacturing equipment related to our Canadian manufacturing facility consolidation. There was no impairment for the three months ended March 31, 2011.

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        Operating Income.    Operating income increased by $3.9 million to $17.6 million for the three months ended March 31, 2011 from $13.7 million for the comparable period in 2010, primarily due to an increase in sales.

AZEK Building Products—Year Ended December 31, 2010 Compared with Year Ended December 31, 2009

        The following table summarizes certain financial information relating to the AZEK Building Products segment results that have been derived from our consolidated financial statements for the years ended December 31, 2010 and 2009:

 
  Year Ended December 31,    
   
 
 
  $
Variance
  %
Variance
 
(Dollars in thousands)
  2010   2009  

Net sales

  $ 213,413   $ 163,775   $ 49,638     30.3 %

Cost of sales

    145,780     107,703     38,077     35.4 %
                     

Gross profit

    67,633     56,072     11,561     20.6 %

Selling, general and administrative expenses

    28,908     28,384     524     1.8 %

Lease termination expense

        413     (413 )   (100.0 )%

Impairment of goodwill and long-lived assets

    599     14,912     (14,313 )   (96.0 )%

Loss on disposal of property

    254     282     (28 )   (9.9 )%
                     

Segment operating income

  $ 37,872   $ 12,081   $ 25,791     213.5 %
                     

        Net Sales.    Net sales increased by $49.6 million, or 30.3%, to $213.4 million for the year ended December 31, 2010 from $163.8 million for the same period in 2009. The increase in net sales was driven by a general improvement in the overall economic environment, new product introductions and our sales and marketing initiatives, all of which favorably impacted demand for our AZEK products. Average selling price per pound for the year ended December 31, 2010 was $1.41 as compared to $1.34 for the same period of 2009 primarily due to changes in product mix. We sold 151.2 million pounds of product during the year ended December 31, 2010, which was a 23.3% increase from the 122.6 million pounds sold during the comparable period in 2009.

        Cost of Sales.    Cost of sales increased by $38.1 million, or 35.4%, to $145.8 million for the year ended December 31, 2010 from $107.7 million for the same period of 2009. The increase was primarily attributable to higher volumes as well as an increase in average resin costs, partially offset by increased operational efficiencies. Based on market indices, the market cost for PVC resin increased by approximately 24.0% for the year ended December 31, 2010 compared to the same period in 2009.

        Gross Profit.    Gross profit increased by $11.6 million, or 20.6%, to $67.6 million for the year ended December 31, 2010 from $56.1 million for the same period in 2009. Gross profit as a percent of net sales was 31.7% for the year ended December 31, 2010 compared to 34.2% for the same period in 2009. This decrease was primarily attributable to increased material costs.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased by $0.5 million, or 1.8%, to $28.9 million, or 13.5% of net sales, for the year ended December 31, 2010 from $28.4 million, or 17.3% of net sales, for the same period in 2009. The increase in selling, general and administrative expenses was primarily attributable to higher compensation, legal and bad debt expense offset by lower marketing expenses.

        Lease Termination Expense.    Lease termination expense was $0.4 million for the year ended December 31, 2009, which represented the termination costs to consolidate our Canadian manufacturing facilities. There was no such expense during 2010.

        Impairment of Goodwill and Long-Lived Assets.    Impairment of long-lived assets was $0.6 million for the year ended December 31, 2010, resulting from the planned disposition of manufacturing

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equipment related to our Canadian manufacturing facility consolidation. Impairment of goodwill was $14.9 million, or 9.1% of net sales, for the year ended December 31, 2009 which resulted from the finalization of our step 2 impairment analysis for 2008, in the first quarter of 2009. The additional impairment loss was not a result of further deterioration of the business, but the completion of the required analysis of 2008. There was no impairment of goodwill during 2010.

        Operating Income.    Operating income increased by $25.8 million to $37.9 million for the year ended December 31, 2010 from $12.1 million for the comparable period in 2009, primarily due to the goodwill impairment expense that did not occur in 2010 and the increase in sales.

AZEK Building Products—Year Ended December 31, 2009 Compared with Year Ended December 31, 2008

        The following table summarizes certain financial information relating to the AZEK Building Products segment results that have been derived from our consolidated financial statements for the years ended December 31, 2009 and 2008:

 
  Year Ended December 31,    
   
 
 
  $
Variance
  %
Variance
 
(Dollars in thousands)
  2009   2008  

Net sales

  $ 163,775   $ 180,536   $ (16,761 )   (9.3 )%

Cost of sales

    107,703     140,909     (33,206 )   (23.6 )%
                     

Gross profit

    56,072     39,627     16,445     41.5 %

Selling, general and administrative expenses

    28,384     24,128     4,256     17.6 %

Lease termination expense

    413         413     100.0 %

Impairment of goodwill and long-lived assets

    14,912     10,946     3,966     36.2 %

(Loss) gain on disposal of property

    (282 )   21     (303 )   (1,442.9 )%
                     

Segment operating income

  $ 12,081   $ 4,574   $ 7,507     164.1 %
                     

        Net Sales.    Net sales decreased by $16.8 million, or 9.3%, to $163.8 million for the year ended December 31, 2009 from $180.5 million for the same period in 2008. During 2009, there was a slowdown in the residential end-markets and general economic activities. Average selling price per pound for the year ended December 31, 2009 was $1.34 as compared to $1.26 for the same period of 2008 primarily due to changes in product mix. We sold 122.6 million pounds of product during the year ended December 31, 2009, which was a 14.6% decrease from the 143.6 million pounds sold during the comparable period in 2008.

        Cost of Sales.    Cost of sales decreased by $33.2 million, or 23.6%, to $107.7 million for the year ended December 31, 2009 from $140.9 million for the same period of 2008. The decrease was primarily attributable to lower volumes as well as a decrease in average material costs for the year ended December 31, 2009 compared to the same period in 2008. Based on market indices, the market cost for PVC resin decreased by approximately 8.1% for the year ended December 31, 2009 compared to the same period in 2008.

        Gross Profit.    Gross profit increased by $16.4 million, or 41.5%, to $56.1 million for the year ended December 31, 2009 from $39.6 million for the same period in 2008. Gross profit as a percent of net sales was 34.2% for the year ended December 31, 2009 compared to 21.9% for the same period in 2008. This increase was primarily attributable to decreased material costs.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased by $4.3 million, or 17.6%, to $28.4 million, or 17.3% of net sales, for the year ended December 31, 2009 from $24.1 million, or 13.4% of net sales, for the same period in 2008. The increase in selling, general and administrative expenses was primarily due to $3.5 million for new marketing programs driven by new products and $1.3 million of higher incentive compensation. These

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increases were partially offset by $0.4 million received related to the settlement on a portion of escrowed purchase price related to the Composatron acquisition.

        Lease Termination Expense.    Lease termination expense was $0.4 million for the year ended December 31, 2009, which represents the termination costs to consolidate our Canadian manufacturing facilities.

        Impairment of Goodwill.    Impairment of goodwill was $14.9 million, or 9.1% of net sales, for the year ended December 31, 2009 resulting from the finalization of our step 2 impairment analysis for 2008, in the first quarter of 2009. Impairment of goodwill was $10.9 million, or 6.1% of net sales, for the year ended December 31, 2008 resulting from the write-down of goodwill based on our best estimate at the time in the fourth quarter of 2008. The additional impairment loss was not a result of further deterioration of the business, but the completion of the required analysis.

        Operating Income.    Operating income increased by $7.5 million to $12.1 million for the year ended December 31, 2009 from $4.6 million from the comparable period of 2008 primarily due to the reasons described above, primarily the decrease in average material costs for the year ended December 31, 2009.

Scranton Products—Three Months Ended March 31, 2011 Compared with Three Months Ended March 31, 2010

        The following table summarizes certain financial information relating to the Scranton Products segment results that have been derived from our consolidated financial statements for the three months ended March 31, 2011 and 2010:

 
  Three Months Ended March 31,    
   
 
 
  $
Variance
  %
Variance
 
(Dollars in thousands)
  2011   2010  

Net sales

  $ 11,599   $ 13,143   $ (1,544 )   (11.7 )%

Cost of sales

    7,310     7,649     (339 )   (4.4 )
                     

Gross profit

    4,289     5,494     (1,205 )   (21.9 )

Selling, general and administrative expenses

    2,076     2,253     (177 )   (7.9 )
                     

Segment operating income

  $ 2,213   $ 3,241   $ (1,028 )   (31.7 )%
                     

        Net Sales.    Net sales decreased by $1.5 million, or 11.7%, to $11.6 million for the three months ended March 31, 2011 from $13.1 million for the same period in 2010. The decrease in net sales was largely attributable to decreased demand for our products due to the continued slowdown in the institutional and commercial markets and was only partially offset by new product introductions. Overall, we sold 4.6 million pounds of product in the three months ended March 31, 2011, which was a decrease of 7.1% from the 4.9 million pounds sold during the comparable period in 2010. Softness in the commercial construction market impacted volumes in the first quarter of 2011. Average selling price per pound for the three months ended March 31, 2011 was $2.52 compared to $2.66 for the same period of 2010, due to lower pricing attributed to higher competition in the commercial market.

        Cost of Sales.    Cost of sales decreased by $0.3 million, or 4.4%, to $7.3 million for the three months ended March 31, 2011 from $7.6 million for the same period of 2010. The decrease was primarily attributable to a decrease in volumes for the three months ended March 31, 2011 compared to the same period in 2010.

        Gross Profit.    Gross profit decreased by $1.2 million, or 21.9%, to $4.3 million for the three months ended March 31, 2011 from $5.5 million for the same period in 2010. Gross profit as a percent of net sales decreased to 37.0% for the three months ended March 31, 2011 from 41.8% for the same period in 2010 due to higher material costs and lower pricing.

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        Selling, General and Administrative Expenses.    Selling, general and administrative expenses decreased by $0.2 million, or 7.9%, to $2.1 million, or 17.9% of net sales, for the three months ended March 31, 2011 from $2.3 million, or 17.1% of net sales, for the same period in 2010. The decrease in selling, general and administrative expenses was primarily related to a decrease in sales commissions due to lower sales volume.

        Operating Income.    Operating income decreased by $1.0 million to $2.2 million for the three months ended March 31, 2011 from $3.2 million for the comparable period of 2010, primarily due to the decrease in sales.

Scranton Products—Year Ended December 31, 2010 Compared with Year Ended December 31, 2009

        The following table summarizes certain financial information relating to the Scranton Products segment results that have been derived from our consolidated financial statements for the years ended December 31, 2010 and 2009:

 
  Year Ended December 31,    
   
 
 
  $
Variance
  %
Variance
 
(Dollars in thousands)
  2010   2009  

Net sales

  $ 57,560   $ 66,103   $ (8,543 )   (12.9 )%

Cost of sales

    34,315     36,694     (2,379 )   (6.5 )%
                     

Gross profit

    23,245     29,409     (6,164 )   (21.0 )%

Selling, general and administrative expenses

    8,885     9,847     (962 )   (9.8 )%

Impairment of goodwill and long-lived assets

        (3,273 )   3,273     100.0 %

Loss on disposal of property

    49     129     (80 )   (62.0 )%
                     

Segment operating income

  $ 14,311   $ 22,706   $ (8,395 )   (37.0 )%
                     

        Net Sales.    Net sales decreased by $8.5 million, or 12.9%, to $57.6 million for the year ended December 31, 2010 from $66.1 million for the same period in 2009. The decrease in net sales was largely attributable to decreased demand for our products due to the continued slowdown in the institutional and commercial markets and was only partially offset by new product introductions. Overall, we sold 21.8 million pounds of product in the year ended December 31, 2010, which was a decrease of 15.5% from the 25.8 million pounds sold during the comparable period in 2009. Softness in the commercial construction market impacted volumes in 2010. Average selling price per pound for the year ended December 31, 2010 was $2.64 compared to $2.56 for the same period of 2009 due to product mix.

        Cost of Sales.    Cost of sales decreased by $2.4 million, or 6.5%, to $34.3 million for the year ended December 31, 2010 from $36.7 million for the same period of 2009. The decrease was primarily attributable to a decrease in volumes for the year ended December 31, 2010 compared to the same period in 2009.

        Gross Profit.    Gross profit decreased by $6.2 million, or 21.0%, to $23.2 million for the year ended December 31, 2010 from $29.4 million for the same period in 2009. Gross profit as a percent of net sales decreased to 40.4% for the year ended December 31, 2010 from 44.5% for the same period in 2009 due to higher material costs.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses decreased by $1.0 million, or 9.8%, to $8.9 million, or 15.4% of net sales, for the year ended December 31, 2010 from $9.8 million, or 14.9% of net sales, for the same period in 2009. The decrease in selling, general and administrative expenses was primarily related to a decrease in bad debt, marketing and compensation expense.

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        Impairment of Goodwill.    The reversal of the impairment charge of $3.3 million, or 5.0% of net sales, for the year ended December 31, 2009, resulted from the finalization of our step 2 impairment analysis for 2008, in the first quarter of 2009. There was no impairment of goodwill during 2010.

        Operating Income.    Operating income decreased by $8.4 million to $14.3 million for the year ended December 31, 2010 from $22.7 million for the comparable period of 2009 due to the decrease in sales.

Scranton Products—Year Ended December 31, 2009 Compared with Year Ended December 31, 2008

        The following table summarizes certain financial information relating to the Scranton Products segment results that have been derived from our consolidated financial statements for the years ended December 31, 2009 and 2008:

 
  Year Ended December 31,    
   
 
 
  $
Variance
  %
Variance
 
(Dollars in thousands)
  2009   2008  

Net sales

  $ 66,103   $ 74,807   $ (8,704 )   (11.6 )%

Cost of sales

    36,694     52,607     (15,913 )   (30.2 )%
                     

Gross profit

    29,409     22,200     7,209     32.5 %

Selling, general and administrative expenses

    9,847     9,145     702     7.7 %

Impairment of goodwill and long-lived assets

    (3,273 )   19,437     (22,710 )   (116.8 )%

Loss on disposal of property

    129         129     100.0 %
                     

Segment operating income (loss)

  $ 22,706   $ (6,382 ) $ 29,088     455.8 %
                     

        Net Sales.    Net sales decreased by $8.7 million, or 11.6%, to $66.1 million for the year ended December 31, 2009 from $74.8 million for the same period in 2008. The decrease in net sales was largely attributable to the decline in institutional and commercial market activities in the second half of 2009. Overall, we sold 25.8 million pounds of product in the year ended December 31, 2009, which was a decrease of 14.3% from the 30.1 million pounds sold during the comparable period in 2008. Average selling price per pound for the year ended December 31, 2009 was $2.56 compared to $2.49 for the same period of 2008 due to changes in product mix. Adverse economic conditions across our markets significantly impacted our growth in 2008 and 2009.

        Cost of Sales.    Cost of sales decreased by $15.9 million, or 30.2%, to $36.7 million for the year ended December 31, 2009 from $52.6 million for the same period of 2008. The decrease was primarily attributable to a decrease in volumes as well as a decrease in average material costs for the year ended December 31, 2009 compared to the same period in 2008. Based on market indices, the market cost for HDPE resin decreased by approximately 5.0% for the year ended December 31, 2009 compared to the same period in 2008.

        Gross Profit.    Gross profit increased by $7.2 million, or 32.5%, to $29.4 million for the year ended December 31, 2009 from $22.2 million for the same period in 2008. Gross profit as a percent of net sales increased to 44.5% for the year ended December 31, 2009 from 29.7% for the same period in 2008. This increase was primarily attributable to lower material costs.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased by $0.7 million, or 7.7%, to $9.8 million, or 14.9% of net sales, for the year ended December 31, 2009 from $9.1 million, or 12.2% of net sales, for the same period in 2008. The increase in selling, general and administrative expenses was primarily due to higher marketing expense of $0.6 million and higher incentive compensation of $0.4 million. A decrease in commission expense due to lower sales volumes was offset by our transition to a direct sales force.

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        Impairment of Goodwill.    The revision of the 2008 impairment of goodwill was a $3.3 million reduction, or 5.0% of net sales, for the year ended December 31, 2009, resulting from the finalization of our step 2 impairment analysis in the first quarter of 2009. Impairment of goodwill was $19.4 million, or 26.0% of net sales, for the year ended December 31, 2008, resulting from the write-down of goodwill based on our best estimate at the time in the fourth quarter of 2008.

        Operating Income.    Operating income increased by $29.1 million to $22.7 million for the year ended December 31, 2009 from a loss of $6.4 million for the comparable period in 2008 due to revision of impairment of goodwill conducted in 2008, and lower resin costs.

Vycom—Three Months Ended March 31, 2011 Compared with Three Months Ended March 31, 2010

        The following table summarizes certain financial information relating to the Vycom segment results that have been derived from our consolidated financial statements for the three months ended March 31, 2011 and 2010:

 
  Three Months Ended March 31,    
   
 
 
  $
Variance
  %
Variance
 
(Dollars in thousands)
  2011   2010  

Net sales

  $ 17,608   $ 12,632   $ 4,976     39.4 %

Cost of sales

    13,990     10,367     3,623     34.9  
                     

Gross profit

    3,618     2,265     1,353     59.7  

Selling, general and administrative expenses

    1,487     1,520     (33 )   (2.2 )
                     

Segment operating income (loss)

  $ 2,131   $ 745   $ 1,386     186.0 %
                     

        Net Sales.    Net sales increased by $5.0 million, or 39.4%, to $17.6 million for the three months ended March 31, 2011 from $12.6 million for the same period in 2010, largely attributable to a rebound in industrial production and the benefit of our sales and marketing initiatives, all of which favorably impacted demand for our products. Overall, we sold 13.0 million pounds of product in the three months ended March 31, 2011, which was an increase of 18.5% from the 11.0 million pounds sold during the comparable period in 2010. Average selling price per pound for the three months ended March 31, 2011 was $1.35 compared to $1.15 for the same period of 2010, due to an increase in selling prices resulting from the pass through of higher material costs.

        Cost of Sales.    Cost of sales increased by $3.6 million, or 34.9%, to $14.0 million for the three months ended March 31, 2011 from $10.4 million for the same period of 2010. The increase was primarily attributable to an increase in volumes as well as an increase in average material costs for the three months ended March 31, 2011 compared to the same period in 2010. Based on market indices, the weighted average market cost for the type of resin that we use increased by approximately 5.7% for the three months ended March 31, 2011 compared to the same period in 2010.

        Gross Profit.    Gross profit increased by $1.3 million, or 59.7%, to $3.6 million for the three months ended March 31, 2011 from $2.3 million for the same period in 2010. Gross profit as a percent of net sales increased to 20.5% for the three months ended March 31, 2011 from 17.9% for the same period in 2010. This increase was primarily attributable to increased pricing and sales volume, partially offset by higher material costs.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses remained relatively flat for the three months ended March 31, 2011 compared to March 31, 2010.

        Operating Income.    Operating income increased by $1.4 million to $2.1 million for the three months ended March 31, 2011 from $0.7 million for the comparable period in 2010, primarily due to increased sales.

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Vycom—Year Ended December 31, 2010 Compared with Year Ended December 31, 2009

        The following table summarizes certain financial information relating to the Vycom segment results that have been derived from our consolidated financial statements for the years ended December 31, 2010 and 2009:

 
  Year Ended December 31,    
   
 
 
  $
Variance
  %
Variance
 
(Dollars in thousands)
  2010   2009  

Net sales

  $ 56,562   $ 36,997   $ 19,565     52.9 %

Cost of sales

    46,575     28,931     17,644     61.0 %
                     

Gross profit

    9,987     8,066     1,921     23.8 %

Selling, general and administrative expenses

    6,372     5,540     832     15.0 %

Impairment of goodwill and long-lived assets

        2,769     (2,769 )   (100.0 )%

Loss on disposal of property

    33     89     (56 )   (62.9 )%
                     

Segment operating income (loss)

  $ 3,582   $ (332 ) $ 3,914     1,178.9 %
                     

        Net Sales.    Net sales increased by $19.6 million, or 52.9%, to $56.6 million for the year ended December 31, 2010 from $37.0 million for the same period in 2009, largely attributable to a rebound in industrial production and the benefit of our sales and marketing initiatives, all of which favorably impacted demand for our products. Overall, we sold 47.5 million pounds of product in the year ended December 31, 2010, which was an increase of 58.0% from the 30.1 million pounds sold during the comparable period in 2009. Average selling price per pound for the year ended December 31, 2010 was $1.19 compared to $1.23 for the same period of 2009 due to an increase in customer rebates attributed to higher volume of sales in 2010.

        Cost of Sales.    Cost of sales increased by $17.7 million, or 61.0%, to $46.6 million for the year ended December 31, 2010 from $28.9 million for the same period of 2009. The increase was primarily attributable to an increase in volumes as well as an increase in average material costs for the year ended December 31, 2010 compared to the same period in 2009. Based on market indices, the weighted average market cost for the types of resin that we use increased by approximately 11.4% for the year ended December 31, 2010 compared to the same period in 2009.

        Gross Profit.    Gross profit increased by $1.9 million, or 23.8%, to $10.0 million for the year ended December 31, 2010 from $8.1 million for the same period in 2009. Gross profit as a percent of net sales decreased to 17.7% for the year ended December 31, 2010 from 21.8% for the same period in 2009. This decrease was primarily attributable to increased material costs.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased by $0.8 million, or 15.0%, to $6.4 million, or 11.3% of net sales, for the year ended December 31, 2010 from $5.5 million, or 15.0% of net sales, for the same period in 2009. The increase in selling, general and administrative expenses was primarily related to higher compensation and commission expense related to higher sales volumes.

        Impairment of Goodwill.    The impairment of goodwill was $2.8 million, or 7.5% of net sales, for the year ended December 31, 2009 resulted from the finalization of our step 2 impairment analysis of 2008 in the first quarter of 2009.

        Operating Income.    Operating income increased by $3.9 million to $3.6 million for the year ended December 31, 2010 from a loss of $0.3 million for the comparable period in 2009, primarily due to the goodwill impairment expense that did not occur in 2010 and increased sales.

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Vycom—Year Ended December 31, 2009 Compared with Year Ended December 31, 2008

        The following table summarizes certain financial information relating to the Vycom segment results that have been derived from our consolidated financial statements for the years ended December 31, 2009 and 2008:

 
  Year Ended December 31,    
   
 
 
  $
Variance
  %
Variance
 
(Dollars in thousands)
  2009   2008  

Net sales

  $ 36,997   $ 49,897   $ (12,900 )   (25.9 )%

Cost of sales

    28,931     41,583     (12,652 )   (30.4 )%
                     

Gross profit

    8,066     8,314     (248 )   (3.0 )%

Selling, general and administrative expenses

    5,540     5,263     277     5.3 %

Impairment of goodwill and long-lived assets

    2,769     9,617     (6,848 )   (71.2 )%

Loss on disposal of property

    89         89     100.0 %
                     

Segment operating (loss)

  $ (332 ) $ (6,566 ) $ 6,234     94.9 %
                     

        Net Sales.    Net sales decreased by $12.9 million, or 25.9%, to $37.0 million for the year ended December 31, 2009 from $49.9 million for the same period in 2008, largely attributable to general decline in the overall economic environment and a drop in industrial production, all of which negatively impacted demand for our products. Overall, we sold 30.1 million pounds of product in the year ended December 31, 2009, which was a decrease of 15.2% from the 35.5 million pounds sold during the comparable period in 2008, resulting from the economic slowdown. Average selling price per pound for the year ended December 31, 2009 was $1.23 compared to $1.41 for the same period of 2008 due to lower prices and changes in product mix.

        Cost of Sales.    Cost of sales decreased by $12.7 million, or 30.4%, to $28.9 million for the year ended December 31, 2009 from $41.6 million for the same period of 2008. The decrease was primarily attributable to a decrease in volumes as well as a decrease in average material costs for the year ended December 31, 2009 compared to the same period in 2008. Based on market indices, the weighted average market cost for the types of resin that we use decreased by approximately 6.6% for the year ended December 31, 2009 compared to the same period in 2008.

        Gross Profit.    Gross profit decreased by $0.2 million, or 3.0%, to $8.1 million for the year ended December 31, 2009 from $8.3 million for the same period in 2008. Gross profit as a percent of net sales increased to 21.8% for the year ended December 31, 2009 from 16.7% for the same period in 2008.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased by $0.3 million, or 5.3%, to $5.5 million, or 15.0% of net sales, for the year ended December 31, 2009 from $5.3 million, or 10.5% of net sales, for the same period in 2008. The increase in selling, general and administrative expenses was primarily due to $0.4 million for new marketing programs primarily due to the promotion of the Vycom segment and $0.3 million of higher incentive compensation. These increases were partially offset by lower commissions of $0.3 million due to lower sales.

        Impairment of Goodwill.    The impairment of goodwill was $2.8 million, or 7.5% of net sales, for the year ended December 31, 2009 resulted from the finalization of our step 2 impairment analysis for 2008, in the first quarter of 2009. Impairment of goodwill was $9.6 million, or 19.3% of net sales, for the year ended December 31, 2008, resulting from the write-down of goodwill based on our best estimate at the time in the fourth quarter of 2008. The additional impairment loss was not a result of further deterioration of the business, but the completion of the required analysis.

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        Operating Loss.    Operating loss decreased by $6.2 million, or 94.9%, to a loss of $0.3 million for the year ended December 31, 2009 from loss of $6.6 million for the comparable period in 2008, due to the impairment of goodwill offset by lower volumes as well as a decrease in average material costs.

Corporate Costs—Three Months Ended March 31, 2011 Compared with Three Months Ended March 31, 2010

        The following table summarizes certain information relating to our corporate costs, which include corporate payroll costs, as well as corporate-related professional fees.

 
  Three Months Ended March 31,    
   
 
 
  $
Variance
  %
Variance
 
(Dollars in thousands)
  2011   2010  

Net sales

  $   $   $      

Cost of sales

                 
                     

Gross profit

                 

General and administrative expenses

    4,137     3,076     1,061     34.5 %
                     

Segment operating loss

  $ (4,137 ) $ (3,076 ) $ 1,061     34.5 %
                     

        General and Administrative Expenses.    Corporate general and administrative expenses increased by $1.0 million, or 34.5%, to $4.1 million for the three months ended March 31, 2011 from $3.1 million for the three months ended March 31, 2010. The increase in general and administrative expenses was primarily attributable to expenses related to the debt refinancing and an increase in legal fees and professional services.

Corporate Costs—Year Ended December 31, 2010 Compared with Year Ended December 31, 2009

        The following table summarizes certain information relating to our corporate costs, which include corporate payroll costs, as well as corporate-related professional fees.

 
  Year Ended December 31,    
   
 
 
  $
Variance
  %
Variance
 
(Dollars in thousands)
  2010   2009  

Net sales

  $   $   $      

Cost of sales

                 
                     

Gross profit

                 

General and administrative expenses

    12,324     13,621     (1,297 )   (9.5 )%

Lease termination expense

        244     (244 )   (100.0 )%

Loss on disposal of property

        25     (25 )   (100.0 )%
                     

Segment operating loss

  $ (12,324 ) $ (13,890 ) $ (1,566 )   (11.3 )%
                     

        General and Administrative Expenses.    Corporate general and administrative expenses decreased by $1.3 million, or 9.5%, to $12.3 million for the year ended December 31, 2010 from $13.6 million for the year ended December 31, 2009. The decrease in general and administrative expenses was primarily attributable to lower professional fees.

        Lease Termination Expense.    Lease termination expense was $0.2 million for the year ended December 31, 2009, which represented the required termination costs to consolidate our administrative offices into one of our manufacturing facilities in Pennsylvania. There was no such expense during 2010.

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Corporate Costs—Year Ended December 31, 2009 Compared with Year Ended December 31, 2008

        The following table summarizes certain information relating to our corporate costs, which include corporate payroll costs, as well as corporate-related professional fees.

 
  Year Ended December 31,    
   
 
 
  $
Variance
  %
Variance
 
(Dollars in thousands)
  2009   2008  

Net sales

  $   $   $      

Cost of sales

                 
                     

Gross profit

                 

General and administrative expenses

    13,621     12,108     1,513     12.5 %

Lease termination expense

    244         244     100.0 %

Loss on disposal of property

    25         25     100.0 %
                     

Segment operating loss

  $ (13,890 ) $ (12,108 ) $ (1,782 )   (14.7 )%
                     

        General and Administrative Expenses.    Corporate general and administrative expenses increased by $1.5 million, or 12.5%, to $13.6 million for the year ended December 31, 2009 from $12.1 million for the year ended December 31, 2008. The increase in general and administrative expenses was primarily attributable to approximately $1.3 million of higher incentive compensation.

        Lease Termination Expense.    Lease termination expense was $0.2 million for the year ended December 31, 2009, which represents the required termination costs to consolidate our administrative offices into one of our manufacturing facilities in Pennsylvania.

Liquidity and Capital Resources

        Our primary cash needs are working capital, capital expenditures and debt service. We have historically financed these cash requirements through internally generated cash flow and debt financings. We also have a senior secured revolving credit facility which provides additional liquidity to support our growth. In addition, we may also issue additional equity and/or debt to finance acquisitions in the future.

        Net cash used in operating activities was $46.0 million and $31.2 million for the three months ended March 31, 2011 and 2010, respectively. Cash used in operating activities for 2011 increased by approximately $14.9 million, due to an increase in trade accounts receivable attributed to higher sales, partially offset by an increase in accounts payable due to increased volume. We continuously monitor our accounts receivable and inventory levels in order to efficiently manage our working capital. The key indicators that we use to monitor these levels are accounts receivable turnover and inventory turnover days. Accounts receivable days were 61 as of March 31, 2011 compared to 56 at March 31, 2010. Our inventory turnover days were 52 at March 31, 2011 compared to 48 at March 31, 2010.

        Net cash provided by operating activities was $26.9 million, $37.4 million and $36.3 million for the years ended December 31, 2010, 2009 and 2008, respectively. Cash provided by operating activities for 2010 decreased by approximately $10.5 million, due to an increase in accrued expenses and interest and an increase in accounts receivable due to higher sales volumes, partially offset by an increase in accounts payable. Cash provided by operating activities for 2009 increased slightly over 2008 due to lower net loss offset by lower impairment charges, and increased accounts payable being offset by higher inventory levels. Accounts receivable days were 28 at December 31, 2010 compared to 29 at December 31, 2009 and 35 at December 31, 2008. Our inventory turnover days were 151 at December 31, 2010 compared to 142 at December 31, 2009 and 77 at December 31, 2008 attributed to higher purchases of raw materials due to higher sales, and the build-up of finished goods in the fourth quarter for the "early buy" program at AZEK Building Products in both 2009 and 2010.

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        Net cash used in investing activities was $5.6 million and $3.5 million for the three months ended March 31, 2011 and 2010, respectively. During the first quarter of 2011, cash used in investing activities was primarily related to additional manufacturing capacity at our Scranton Corey location and building improvements at our Keyser facility, as well as normal capital expenditures. During the same period in 2010, cash used in investing activities related to $3.5 million in capital expenditure primarily related to building improvements at our Keyser facility and additional manufacturing capacity at our Foley location, as well as normal maintenance capital expenditures.

        Net cash used in investing activities was $15.3 million, $7.2 million and $47.9 million for the years ended December 31, 2010, 2009 and 2008, respectively. In 2010, cash used in investing activities related to $15.3 million in capital expenditures primarily related to additional manufacturing capacity at our Foley and Scranton locations and building and land improvements at our Keyser facility, as well as normal maintenance capital expenditures. In 2009, cash used in investing activities of $7.2 million consisted of $6.3 million in capital expenditures and $0.9 million related to the Composatron acquisition. In 2008, cash used in investing activities of $31.2 million related to the Composatron acquisition completed on February 29, 2008. In addition, there was a $12.3 million earn-out payment in 2008 to the former owners of Procell, related to the contingent purchase price for Procell, which we acquired on January 31, 2007. The remaining cash used in investing activities related to $6.3 million in capital expenditures and $1.9 million in proceeds from the sale of equipment. We estimate that our capital expenditures for 2011 will be $16 million to $21 million.

        Net cash provided by financing activities was $14.9 million and $8.5 million for the three months ended March 31, 2011 and 2010, respectively. During the first quarter of 2011, we refinanced our debt by paying the outstanding balance of $299.5 million, and issuing new debt of $325.0 million, which consists of $285.0 million under the New Term Loan Agreement, which included an original issue discount of $1.4 million, and $40.0 million under the New Revolving Credit Facility, which included an original issue discount of $0.3 million. As part of the debt refinancing, we paid approximately $7.8 million of financing fees. During the first quarter of 2011, we also paid approximately $1.0 million in long-term obligations. During the first quarter of 2010, we paid approximately $0.5 million in long-term obligations, made payments of $1.0 million on behalf of Holdings and borrowed $10.0 million under the Old Revolving Credit Facility.

        Net cash (used in) provided by financing activities was $(7.1) million, $(8.6) million and $24.1 million for the years ended December 31, 2010, 2009 and 2008, respectively. In 2010, we paid $2.0 million in long-term obligations and made payments of $5.0 million on behalf of Holdings. In 2009, we repaid $5.0 million of borrowings under the Old Revolving Credit Facility. We also repaid $2.2 million in long-term obligations, primarily towards our capital leases. In 2008, we received proceeds of $24.3 million from borrowings under our Old Term Loan Agreement in order to finance a portion of the Composatron acquisition. We incurred an additional $1.3 million in financing fees related to the additional 2008 funding. We also borrowed approximately $25.0 million under the Old Revolving Credit Facility and paid down approximately $20.0 million during 2008.

Debt Refinancing Transactions

        During the quarter ended March 31, 2011, we refinanced substantially all of our long-term indebtedness. On February 18, 2011, we entered into (i) the New Revolving Credit Facility by and among Scranton Products Inc. ("Scranton Inc."), AZEK Building Products, Inc. ("AZEK Inc.") and Procell Decking Inc. ("Procell Inc."), as borrowers, our company, CPG International I Inc. ("CPG I"), Santana Products Inc. ("Santana"), CPG Sub I Corporation ("CPG Sub"), Vycom Corp. and Sanatec Sub I Corporation ("Sanatec"), as guarantors, Credit Suisse AG, Cayman Islands Branch ("Credit Suisse AG"), as administrative agent, Wells Fargo Capital Finance, LLC ("Wells Fargo Capital"), as collateral agent, and the lenders from time to time party thereto, (ii) the New Term Loan Agreement by and among CPG I, Scranton Inc., AZEK Inc. and Procell Inc., as borrowers, our company, Santana,

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CPG Sub, Vycom Corp. and Sanatec, as guarantors, Credit Suisse AG, as administrative agent and collateral agent, and the lenders from time to time party thereto and (iii) an intercreditor agreement by and among the respective borrowers and guarantors under the New Revolving Credit Facility and the New Term Loan Agreement, Wells Fargo Capital, as the ABL agent thereunder, and Credit Suisse AG, as the term loan agent and control agent thereunder (the "Intercreditor Agreement"). See "Description of Certain Indebtedness."

        On February 18, 2011, we used proceeds from borrowings under the New Term Loan Agreement and New Revolving Credit Facility to repay all amounts outstanding under the Old Revolving Credit Facility and Old Term Loan Agreement. In aggregate, we repaid approximately $24.5 million under the Old Revolving Credit Facility and Old Term Loan Agreement.

        Also on February 18, 2011, CPG I repurchased $123.4 million aggregate principal amount of the Floating Rate Notes and $122.1 million aggregate principal amount of the Fixed Rate Notes pursuant to a tender offer. The $32.5 million aggregate principal amount of the Old Notes that remained outstanding after the tender offer was redeemed in full on March 21, 2011. The repurchase and redemption of the Old Notes was funded with the proceeds of borrowings under the New Term Loan Agreement and New Revolving Credit Facility.

        As of March 31, 2011, $284.3 million was outstanding under the New Term Loan Agreement and $40.0 million was outstanding under the New Revolving Credit Facility with a letter of credit of $1.4 million held against it, and approximately $23.6 million remained available under the New Revolving Credit Facility for future borrowings. In connection with our debt refinancing transactions, we incurred $7.4 million in consent payments, $0.7 million in prepayment premiums and $8.4 million of creditor and third party fees. Approximately $8.2 million of the fees we incurred during the three months ended March 31, 2011 were expensed as a loss on extinguishment of debt. As of March 31, 2011, we had unamortized debt issuance costs of $8.3 million related to the New Term Loan Agreement and the New Revolving Credit Facility. The New Term Loan Agreement and the New Revolving Credit Facility had an original issue discount of $1.4 million and $0.3 million, respectively. See Notes 6 and 7 to our condensed consolidated financial statements as of and for the three months ended March 31, 2011 included elsewhere in this prospectus.

Old Notes

        At December 31, 2010, CPG I, our wholly owned subsidiary, had approximately $128.0 million aggregate principal amount of the Floating Rate Notes and $150.0 million aggregate principal amount of the Fixed Rate Notes outstanding. The Old Notes were guaranteed by our company and all of the domestic subsidiaries of CPG I.

Old Revolving Credit Facility

        The Old Revolving Credit Facility provided for an aggregate maximum credit of $65.0 million, of which $32.7 million was available for borrowing as of December 31, 2010. The Old Revolving Credit Facility provided for interest on outstanding principal thereunder at a fluctuating rate, at our option, at (i) the base rate (prime rate) plus a spread of up to 0.5%, or (ii) adjusted LIBOR plus a spread of 1.5% to 2.25% or (iii) a combination thereof.

Old Term Loan Agreement

        The Old Term Loan Agreement provided for a term loan of $25.0 million, which was drawn in order to fund a part of the financing for the Composatron acquisition. The Old Term Loan Agreement provided for interest on outstanding principal thereunder at a fluctuating rate, at our option, at (i) the base rate (prime rate) plus a spread of 4.0%, or (ii) adjusted LIBOR plus a spread of 5.0%, subject to a LIBOR floor of 3.25%, or (iii) a combination thereof.

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New Revolving Credit Facility

        The New Revolving Credit Facility matures on February 18, 2016 and provides for maximum aggregate borrowings of up to $65.0 million. The borrowers under the New Revolving Credit Facility are AZEK Inc., Procell Inc. and Scranton Inc. (AZEK Inc. and Procell Inc. on one hand and Scranton Inc. on the other hand, each a "group"). The borrowing capacity available to each group is limited by a borrowing base. For each group, the borrowing base is limited to a percentage of eligible accounts receivable and inventory, less reserves that may be established by the administrative agent in the exercise of its reasonable business judgment. As of March 31, 2011, $40.0 million was outstanding under the New Revolving Credit Facility with a letter of credit of $1.4 million held against it, and approximately $23.6 million remained available under the borrowing base for future borrowings.

        The New Revolving Credit Facility provides for interest on outstanding principal thereunder at a fluctuating rate, at our option, at (i) the base rate (prime rate) plus a spread of 1.25% to 1.75%, or (ii) adjusted LIBOR plus a spread of 2.25% to 2.75% or (iii) a combination thereof.

        The obligations under the New Revolving Credit Facility are secured by substantially all of the present and future assets of the borrowers and guarantors including equity interests of their domestic subsidiaries and 65% of the equity interests of their first-tier foreign subsidiaries, subject to certain exceptions. The obligations under the New Revolving Credit Facility are guaranteed by our company and our wholly owned domestic subsidiaries other than certain immaterial subsidiaries.

        The New Revolving Credit Facility contains negative covenants that are customary for financings of this type. The New Revolving Credit Facility also includes a financial covenant that requires us to maintain, when the average excess availability falls below $7.5 million, a minimum fixed charge coverage ratio (generally defined as the ratio of (a) the amount of (i) our consolidated EBITDA for the 12-month period ended prior to the relevant month end, less (ii) capital expenditures made during such period, less (iii) cash taxes paid during such period and less (iv) cash dividend and equity redemption payments to (b) the sum of all cash interest expense and certain regularly scheduled prepayments of debt made during such period) equal to at least 1.0 to 1.0, for each month until such time as the average excess availability over 90 days or 120 days (as applicable) exceeds $7.5 million.

        Any failure to be in compliance with this financial covenant when we are required to be in compliance, or any failure to be in compliance with any of the other covenants under the New Revolving Credit Facility, could result in a default under the New Revolving Credit Facility. A default could constitute or lead to an event of default, which could have the consequences described below, and could also cause a cross-default under the New Term Loan Agreement. In addition, in the case of a default, we would not be able to borrow funds under the New Revolving Credit Facility, which could make it difficult for us to operate our business.

        In addition, if the average excess availability falls below $7.5 million for three consecutive business days or if an event of default exists under the New Revolving Credit Facility, then the administrative agent will have the right to sweep all cash in certain of our accounts into an agent payment account under the agent's full dominion and control.

        The New Revolving Credit Facility contains events of default that are customary for financings of this type. If an event of default under the New Revolving Credit Facility occurs, the administrative agent acting at the direction of required lenders may, among other things, declare the principal amount of all obligations under the New Revolving Credit Facility immediately due and payable (and all such obligations automatically become due and payable in the case of certain events of bankruptcy or insolvency) and take other actions permitted to be taken by a secured creditor.

        For a further discussion of the New Revolving Credit Facility, see "Description of Certain Indebtedness—New Revolving Credit Facility."

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New Term Loan Agreement

        The New Term Loan Agreement provides for a term loan of $285.0 million, which was drawn on February 18, 2011 in order to fund: (a) the repayment of the amounts outstanding under our Old Revolving Credit Facility and Old Term Loan Agreement, (b) the redemption and/or repurchase of our Old Notes, (c) costs, expenses and fees in connection with the preparation, negotiation and execution of the refinancing transactions and (d) working capital and other general corporate needs. CPG I, AZEK Inc., Procell Inc. and Scranton Inc. are the borrowers under the New Term Loan Agreement. In addition, the New Term Loan Agreement provides for additional uncommitted term loans of up to $70.0 million.

        The New Term Loan Agreement provides for interest on outstanding principal thereunder at a fluctuating rate, at our option, at (i) the base rate (prime rate) plus a spread of 3.50%, or (ii) adjusted LIBOR plus a spread of 4.50%, subject to a LIBOR floor of 1.50%, or (iii) a combination thereof.

        The obligations under the New Term Loan Agreement are secured by substantially all of the present and future assets of the borrowers and guarantors including equity interests of their domestic subsidiaries and 65% of the equity interests of their first-tier foreign subsidiaries, subject to certain exceptions. The obligations under the New Term Loan Agreement are guaranteed by our company and our wholly owned domestic subsidiaries other than certain immaterial subsidiaries.

        The New Term Loan Agreement requires mandatory prepayments of the term loans thereunder from certain debt issuances, a percentage of certain equity issuances (subject to step-downs upon our company achieving certain leverage ratios), certain asset dispositions (subject to certain reinvestment rights) and a percentage of excess cash flow (subject to step-downs upon our company achieving certain leverage ratios). The borrowers are required to repay the outstanding principal under the New Term Loan Agreement in quarterly installments of $712,500 from March 31, 2011 through December 31, 2016, with the remaining outstanding principal balance under the New Term Loan Agreement due on the maturity date, February 18, 2017.

        The New Term Loan Agreement contains negative covenants that are customary for financings of this type. The New Term Loan Agreement also includes financial covenants that require us to maintain quarterly (i) a maximum total leverage ratio ranging from 5.75 to 1.0 for the fiscal quarter ending June 30, 2011 to 3.00 to 1.0 for the fiscal quarter ending June 30, 2016 and thereafter and (ii) a minimum interest coverage ratio of 2.50 to 1.0 for the fiscal quarters ending June 30, September 30 and December 31, 2011 and 2.75 to 1.0 for the fiscal quarter ending March 31, 2012 and thereafter.

        Any failure to be in compliance with either of these financial covenants, or with any of the other covenants under the New Term Loan Agreement, could result in a default under the New Term Loan Agreement. A default could constitute or lead to an event of default, which could have the consequences described below, and could also cause a cross-default under the New Revolving Credit Facility.

        The New Term Loan Agreement contains events of default that are customary for financings of this type. If an event of default under the New Term Loan Agreement occurs, the administrative agent acting at the direction of required lenders may, among other things, declare the principal amount of all obligations under the New Term Loan Agreement immediately due and payable (and all such obligations automatically become due and payable in the case of certain events of bankruptcy or insolvency) and take other actions permitted to be taken by a secured creditor.

        For a further discussion of the New Term Loan Agreement, see "Description of Certain Indebtedness—New Term Loan Agreement."

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Long-Term Liquidity

        As of March 31, 2011, $40.0 million was outstanding under the New Revolving Credit Facility with a letter of credit of $1.4 million held against it, and approximately $23.6 million remained available under the borrowing base for future borrowings. We anticipate that the funds generated by our operations, as well as funds available under our New Revolving Credit Facility, will be sufficient to meet working capital requirements and to finance capital expenditures over the next several years. There can be no assurance, however, that our business will generate sufficient cash flow from operations, that anticipated net sales growth and operating improvements will be realized or that future borrowings will be available under our New Revolving Credit Facility in an amount sufficient to enable us to service our indebtedness or to fund our other liquidity needs. Our ability to meet our debt service obligations and other capital requirements, including capital expenditures and acquisitions, will depend upon our future performance and our ability to stay in compliance with our financial covenants, which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. We may also need to obtain additional funds to finance acquisitions, which may be in the form of additional debt or equity. Some other risks that could materially adversely affect our ability to meet our debt service obligations include, but are not limited to, risks related to increases in the cost and lack of availability of resin and our ability to pass through costs or price increases to cover such costs on a timely basis, our ability to protect our intellectual property, rising interest rates, a decline in gross domestic product levels, weakening of the residential, institutional and commercial construction markets, the loss of key personnel, our ability to continue to invest in equipment, and a decline in relations with our key distributors and dealers. Although we believe we have sufficient liquidity under our New Revolving Credit Facility, as discussed above, under extreme market conditions there can be no assurance that such funds would be available or sufficient, and in such a case, we may not be able to successfully obtain additional financing on favorable terms, or at all. During February and March 2011, we refinanced our Old Revolving Credit Facility, Old Term Loan Agreement and Old Notes with the $285.0 million New Term Loan Agreement and the $65.0 million New Revolving Credit Facility. The refinancing provides us with significant financial flexibility by lowering our cost of capital and reducing our interest expense thereby enabling us to continue investing in our key growth initiatives. Additionally, we have reduced our refinancing risk by extending our debt maturities until 2016 and 2017.

Contractual Obligations

        The following table summarizes our contractual cash obligations as of December 31, 2010. This table does not include information on our recurring purchases of materials for use in production, as our raw materials purchase contracts do not require fixed or minimum quantities. This table also excludes payments relating to uncertain income tax due to the fact that, at this time, we cannot

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determine either the timing or the amounts of payments for all periods beyond December 31, 2010 for certain of these liabilities.

(Dollars in thousands)
  Total   Due in
Less than 1
Year
  Due in
1-3 years
  Due in
3-5 years
  Due after
5 years
 

Old Term Loan Agreement

  $ 24,250   $ 250   $ 24,000   $   $  

Interest on Old Term Loan Agreement(a)

    2,331     1,751     580          

Old Notes

    277,996         277,996          

Interest on Old Notes(b)

    53,212     24,975     28,237          

Capital lease obligations

    12,264     1,904     1,506     1,080     7,774  

Operating lease obligations

    5,026     1,390     1,831     1,229     576  

Raw materials in transit

    895     895              
                       

Total(c)(d)

  $ 375,974   $ 31,165   $ 334,150   $ 2,309   $ 8,350  
                       

(a)
The interest rate used in the calculation of our interest payments was 7.25% related to the Old Term Loan Agreement.

(b)
The interest rates used in the calculation of our interest payments were 10.5% related to the Fixed Rate Notes and 7.20656% related to the Floating Rate Notes.

(c)
As of December 31, 2010, the Old Revolving Credit Facility had a balance of nil outstanding and a letter of credit of $1.4 million held against it, and the availability under the Old Revolving Credit Facility was $32.7 million.

(d)
During the quarter ended March 31, 2011, we refinanced our then outstanding long-term debt with the New Revolving Credit Facility and the New Term Loan Agreement. See the Contractual Obligations table as of March 31, 2011 below.

        The following table summarizes our contractual cash obligations as of March 31, 2011. This table does not include information on our recurring purchases of materials for use in production, as our raw materials purchase contracts do not require fixed or minimum quantities. This table also excludes payments relating to uncertain income tax due to the fact that, at this time, we cannot determine either the timing or the amounts of payments for all periods beyond March 31, 2011 for certain of these liabilities.

(Dollars in thousands)
  Total   Due in
Less than 1
Year
  Due in
1-3 years
  Due in
3-5 years
  Due after
5 years
 

New Term Loan Agreement

  $ 284,288   $ 2,850   $ 5,700   $ 5,700   $ 270,038  

Interest on New Term Loan Agreement(a)

    97,563     16,993     33,473     32,789     14,308  

New Revolving Credit Facility(b)

    40,000     40,000              

Interest on New Revolving Credit Facility(c)

    462     462              

Capital lease obligations

    11,716     1,689     1,306     1,083     7,638  

Operating lease obligations

    5,681     1,241     2,353     1,511     576  

Raw materials in transit

    1,674     1,674              
                       

Total

  $ 441,384   $ 64,909   $ 42,832   $ 41,083   $ 292,560  
                       

(a)
The interest rate used in the calculation of our interest payments was 6.0% related to the New Term Loan Agreement.

(b)
As of March 31, 2011, the New Revolving Credit Facility had a balance of $40.0 million outstanding and a letter of credit of $1.4 million held against it. The availability under the New Revolving Credit Facility was $23.6 million. The $40.0 million outstanding on the New Revolving

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    Credit Facility is not due within one year; however, we intend to retire it during the year ending December 31, 2011.

(c)
The interest rate used in the calculation of interest payments was 2.97% related to the New Revolving Credit Facility.

Off-Balance Sheet Arrangements

        None.

Recently Issued Accounting Pronouncements

        In May 2011, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2011-04 "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs." The amendments in this update generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and International Financial Reporting Standards, or IFRSs. The amendments in this update apply to all reporting entities that are required or permitted to measure or disclose the fair value of an asset, a liability, or an instrument classified in a reporting entity's shareholders' equity in the financial statements. The amendments in this update are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011. Early application is not permitted. We will monitor any impact the amendment may have after the adoption date.

        In January 2010, the FASB issued ASU 2010-06 "Improving Disclosures about Fair Value Measurements" which requires new disclosures and clarifies existing disclosure requirements. The purpose of these amendments is to provide a greater level of disaggregated information as well as more disclosure around valuation techniques and inputs to fair value measurements. The provisions of this guidance were effective as of January 1, 2010, and the adoption of this guidance is limited to disclosures in our consolidated financial statements. Certain provisions of this guidance are required for annual reporting periods beginning after December 15, 2010 and for interim periods. The amendment did not have any impact on our consolidated financial statement disclosures for the periods beginning after December 15, 2010.

        In December 2010, the FASB issued ASU 2010-29 "Disclosure of Supplementary Pro Forma Information for Business Combinations" which requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. The disclosures include pro forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the comparable prior annual reporting period only. The amendments in this update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this update are effective prospectively after the beginning of the first annual reporting period of December 15, 2010. The amendment did not have an impact on our consolidated financial statement disclosures for the periods beginning after December 15, 2010. We continue to monitor changes that would trigger the application of this update.

        In December 2010, the FASB issued ASU 2010-28 "When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts" which affects all entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative. As of December 31,

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2010 none of our reporting units had a zero or negative carrying amount. We will monitor any changes in the goodwill of our reporting units that will trigger the application of this amendment.

        In December 2009, the FASB issued ASU 2009-17 "Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities" which require companies to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a Variable Interest Entity (VIE). The guidance requires ongoing assessments of whether an enterprise is the primary beneficiary of a VIE, requires enhanced disclosures and eliminates the scope exclusion for qualifying special-purpose entities. The provisions of this guidance were effective as of January 1, 2010, and the guidance did not have any impact on our consolidated financial statements.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Prior Independent Registered Public Accounting Firm

        On March 26, 2010, the audit committee of our board of directors voted to dismiss Deloitte and Touche LLP, or Deloitte, as our independent registered public accounting firm, effective as of March 26, 2010. We informed Deloitte of the decision on March 26, 2010.

        Deloitte's report on our consolidated financial statements as of and for the years ended December 31, 2009 and December 31, 2008 contained no adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. The audit report of Deloitte on the effectiveness of our internal control over financial reporting as of December 31, 2009 did not contain an adverse opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2009 and December 31, 2008 and through March 26, 2010, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the subject matter of the disagreements in its reports for such years. During the fiscal years ended December 31, 2009 and December 31, 2008 and through March 26, 2010, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except that, as described in Item 9A(T) of our Annual Report on Form 10-K for the year ended December 31, 2008, we reported a material weakness in our internal controls over financial reporting related to income taxes as of December 31, 2008, which was remediated as of December 31, 2009.

        We provided Deloitte with a copy of the above disclosure and requested that Deloitte provide us with a letter addressed to the SEC stating whether or not Deloitte agrees with the above disclosures and, if not, stating the respects in which it does not agree. A copy of that letter, dated April 1, 2010, was filed as Exhibit 16.1 to our Form 8-K filed with the SEC on April 1, 2010.

New Independent Registered Public Accounting Firm

        On March 26, 2010, the audit committee of our board of directors engaged PricewaterhouseCoopers LLP, or PwC, to serve as our independent registered public accounting firm to audit our consolidated financial statements for the year ended December 31, 2010. During the years ended December 31, 2009 and 2008, and the subsequent interim period through March 26, 2010 (the date of engagement of PwC), neither we, nor any person acting on our behalf, consulted PwC regarding the application of accounting principles to a specific completed or proposed transaction, the type of audit opinion that might be rendered on our financial statements, or any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

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Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

        We are subject to interest rate market risk in connection with our long-term debt. As of December 31, 2010, our principal interest rate exposure related to the Floating Rate Notes, the amounts outstanding under the Old Term Loan Agreement and any outstanding amounts under the Old Revolving Credit Facility. In addition, the market value of the Fixed Rate Notes would fluctuate with interest rates. On February 18, 2011, we entered into the New Term Loan Agreement and the New Revolving Credit Facility and used some of the proceeds to refinance the Floating Rate Notes, the Old Term Loan Agreement and the Old Revolving Credit Facility.

        Borrowings under the New Term Loan Agreement bear interest at a fluctuating rate, and each quarter point increase or decrease in the interest rate would change our interest expense by approximately $0.7 million per year. Borrowings under our Old Term Loan Agreement bore interest at a fluctuating rate, and each quarter point increase or decrease in the interest rate would change our interest expense by approximately $0.1 million per year. Our New Revolving Credit Facility provides, and our Old Revolving Credit Facility provided, for borrowings of up to $65.0 million, which also bear interest at variable rates. Assuming the New Revolving Credit Facility is fully drawn, each quarter point increase or decrease in the applicable interest rate would change our interest expense by approximately $0.2 million per year. Our Floating Rate Notes bore interest at variable rates based on LIBOR. Each quarter point increase or decrease in the interest rate would change our interest expense by approximately $0.3 million per year. In the future, we may enter into interest rate swaps, involving the exchange of floating for fixed rate interest payments, to reduce interest rate volatility.

Inflation

        Our cost of sales is subject to inflationary pressures and price fluctuations of the raw materials we use, particularly, the cost of petrochemical resin. Historically, we have generally been able over time to recover the effects of inflation and price fluctuations through sales price increases and production efficiencies associated with technological enhancements and volume growth; however, we cannot reasonably estimate our ability to successfully recover any price increases.

Raw Material; Commodity Price Risk

        We rely upon the supply of certain raw materials and commodities in our production processes; however, we do not typically enter into fixed price contracts with our suppliers. The primary raw materials we use in the manufacture of our products are various petrochemical resins, primarily PVC and olefins, including HDPE and PP. In addition, we utilize a variety of other additives including modifiers, TiO2 and pigments. The exposures associated with these costs are primarily managed through terms of the sales and by maintaining relationships with multiple vendors. Prices are negotiated on a continuous basis and we have not entered into hedges with respect to our raw material costs. We generally buy resin and other materials on an as-needed basis but have occasionally made strategic purchases of larger quantities.

        Prices of our key materials may continue to fluctuate as a result of changes in natural gas, crude oil, ethylene, MMA and TiO2 prices. The instability in the world market for petroleum and TiO2 and in the North American ethylene, MMA and natural gas markets could materially adversely affect the prices and general availability of raw materials. Over the past several years, we have at times experienced rapidly increasing material prices primarily due to the increased cost of oil, natural gas, ethylene, MMA and TiO2. Due to the uncertainty of these prices, we cannot reasonably estimate our ability to successfully recover any price increases. Even if we are able to pass these price increases on to our customers, we may not be able to do so on a timely basis, our gross margins could decline and we may not be able to implement other price increases for our products. To the extent that increases in

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the cost of materials cannot be passed on to our customers, or the duration of time lags associated with a pass through becomes significant, such increases may have a material adverse effect on our profitability and cash flow. Also, increases in material prices could negatively impact our competitive position as compared to products made of other materials, such as wood and metal, that are not affected by changes in the price of our raw materials.

        Our raw material supplies are subject to not only price fluctuations but also other market disturbances including supply shortages and natural disasters. In the event of another industry-wide general shortage of resins and other additives we use, or a shortage or discontinuation of certain types or grades of materials purchased from one or more of our suppliers, we may not be able to arrange for alternative sources of materials. In the past, we have been able to maintain necessary raw material supplies, but such shortage may negatively impact our production process as well as our competitive position versus companies that are able to better or more cheaply source materials.

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BUSINESS

Our Company

        We are a leading manufacturer and innovator of low maintenance, premium branded synthetic building products that are replacing wood, wood composites, metal and other materials in the residential, institutional, commercial and industrial end-markets. Across each of our three operating segments, AZEK Building Products, Scranton Products and Vycom, we have market-leading brands and products that offer a compelling value proposition, including enhanced durability and quality, attractive aesthetics and lower installation, maintenance and life cycle costs. We offer exterior residential building solutions including trim, deck, rail, moulding and porch products through our AZEK Building Products segment, interior institutional and commercial solutions including bathroom partitions and lockers through our Scranton Products segment and highly-engineered industrial plastic sheet products through our Vycom segment. AZEK holds the #1 market share position in the North American PVC trim and deck markets, Scranton Products holds the #1 market share position in the plastic bathroom partition and plastic locker markets and Vycom is a recognized leader in several of its target markets.

        Our products are currently in the early growth stage of their life cycles, and we believe we will continue to outperform our markets by taking advantage of the significant conversion, penetration and market expansion opportunities that exist. We continue to drive increased material conversion towards our products through product innovation, an extensive and growing sales and distribution network targeting and educating key influencers and decision makers, and selected acquisitions. Since 2001, we have grown our sales by a CAGR of 15.0% to $327.5 million for the year ended December 31, 2010.

        We operate on a national basis in all 50 states and in Canada. Over 97%, 96% and 97% of our sales in 2010, 2009 and 2008, respectively, were in the United States. In 2010, approximately 47% of our products were sold into the residential repair and remodeling market, 18% into the residential new construction market, 18% into the institutional and commercial construction markets, with the remaining 17% sold into various industrial end-markets. For certain financial information about our segments and geographic areas, see Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

Our Operating Segments

        We operate the following three operating segments:

    AZEK Building Products manufactures exterior building solutions including trim, deck, rail, moulding and porch products for residential markets;

    Scranton Products produces interior institutional and commercial solutions including bathroom partitions and lockers under the Hiny Hiders, Resistall and TuffTec labels for institutional and commercial markets; and

    Vycom manufactures a comprehensive offering of highly-engineered plastic sheet products including Celtec, Seaboard, Playboard, Sanatec, Corrtec and Flametec for special applications in industrial markets.

        Our operating segments are end-market focused and operate under the same philosophy of identifying market needs and being the first to provide relevant and innovative solutions for the most demanding applications across the United States and in Canada. Our AZEK Building Products, Scranton Products and Vycom operating segments represented approximately 65%, 18% and 17%, respectively, of our net sales in the year ended December 31, 2010.

Our History and Corporate Information

        With a focus on manufacturing excellence and quality over the past 27 years, we have been first to market with a number of low maintenance, premium branded synthetic building products that offer

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compelling value propositions. Our transition from a plastic sheet manufacturer to an advanced materials and solutions provider began in 1990, when we saw an opportunity to extend further into the value chain by targeting the bathroom partition market. In 1999, we entered the residential building products market with our Trimtec cellular PVC trim product that subsequently was rebranded to AZEK Trim in 2001. Since May 2005, AEA Investors has owned a majority interest in our company. Since that time, we have continued to innovate and expand our product offering and have continued to enhance our brands through selected strategic acquisitions, including:

    Santana Products (April 2006): We combined Santana Products with our existing partition business to form the basis of what is now our Hiny Hiders plastic bathroom partition product line.

    Procell Decking Systems (January 2007): The integration and rebranding of Procell into our AZEK Deck brand and our extensive distribution network has been critical to our recent success in the deck market. We not only successfully integrated the acquisition, but also leveraged AZEK's existing brand equity to bolster Procell's product profile and significantly increase its sales. We have also utilized our product development strength to improve the color and aesthetics of the products.

    Composatron (February 2008): Composatron was a manufacturer of composite railing systems for the residential housing market, which we rebranded as AZEK Rail. In integrating the acquisition, we leveraged AZEK's existing brand equity to bolster the product profile and utilized our product development strength to improve the color and aesthetics of the railing systems and simplify the installation process.

        CPG International Inc. is a Delaware corporation and was initially formed in March 2005 as a Delaware limited partnership under the name Compression Polymers Holding II LP. It was converted into a corporation in May 2005 under the name Compression Polymers Holding II Corporation and changed its name to CPG International Inc. in June 2006. In May 2005, CPG International Inc. acquired all the equity interests of the operating subsidiaries of Compression Polymers Holdings LLC, a Delaware limited liability company. References to our company prior to May 2005 are to Compression Polymers Holdings LLC as our predecessor.

Our Industry and End-Markets

        We sell our low maintenance synthetic products into a variety of large, attractive segments within the U.S. construction market, which includes residential, institutional, commercial and industrial end-markets. We also sell certain Vycom products into industrial OEM markets. Overall demand for building products is driven by a number of factors, including consumer confidence, availability of credit, trends in the construction cycle and general economic cycles. Examples of specific industry dynamics that we believe impact our company include increasing demand for low maintenance products and lower life cycle costs, greater focus on energy efficiency and homeowners' desire for increased use of outdoor living space. We believe these trends have and will continue to drive growth in our specific end-markets at a rate above the broader U.S. construction market. In addition, according to a market study by L.E.K. that we commissioned in March 2011, these addressable end-markets, which collectively represented approximately $4.9 billion in 2010 sales, are in the midst of significant material conversion from wood, wood composites, metal and other materials to synthetic products made from materials including PVC and HDPE. Synthetic materials are increasingly being substituted for traditional building materials such as wood and metal, due to their aesthetics, lower life cycle costs and greater overall value proposition. Synthetic building products were first introduced decades ago in the residential window and siding markets and have the number one market share in those markets today. As a result of the successful penetration of these early applications and continued advances in material science and manufacturing, synthetic materials have more recently increased their share in other building product

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segments such as deck, trim and rail within the residential market, and bathroom partitions and lockers in the institutional and commercial markets.

        We believe low maintenance synthetic products offer a compelling value proposition, including enhanced durability and quality, attractive aesthetics and lower installation, maintenance and life cycle costs relative to traditional and other materials, such as wood, wood composites and metal. For example, over a projected 20 year period, L.E.K. estimates that cellular PVC-based deck products will have approximately 50% lower life cycle costs than wood and wood composites. Cellular PVC-based products have continued to take market share from traditional materials and other synthetic materials, due to their superior product qualities. For example, according to L.E.K., penetration of low maintenance products, of which cellular PVC-based is the largest category, in the $1.8 billion deck market has nearly tripled from 4% in 2008 to 11% in 2010 and is anticipated to continue to increase over the next several years.

        The following table illustrates the size of the addressable market opportunity by sales dollars for select product categories and the anticipated increase in penetration of low maintenance products over the next several years. In addition, the following chart presents an illustrative penetration curve of our synthetic product categories compared to certain building products made of other materials.

Selected Addressable Market Opportunities

($ in millions)