ASSOCIATED MATERIALS, LLC - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - ASSOCIATED MATERIALS, LLC	Financial_Report.xls
EX-31.2 - EX 31.2 SIGNATURE PAGE - ASSOCIATED MATERIALS, LLC	side-62814xex312.htm
EX-31.1 - EX. 31.1 SIGNATURE PAGE - ASSOCIATED MATERIALS, LLC	side-62814xex311.htm
EX-32.1 - EX 32.1 CERTIFICATION_CEO AND CFO - ASSOCIATED MATERIALS, LLC	side-62814xex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended June 28, 2014



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

For the transition period from to

Commission file number: 000-24956

Associated Materials, LLC

(Exact Name of Registrant as Specified in Its Charter)



Delaware		75-1872487
(State or Other Jurisdiction of Incorporation of Organization)		(I.R.S. Employer Identification No.)

3773 State Rd., Cuyahoga Falls, Ohio		44223
(Address of Principal Executive Offices)		(Zip Code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No ý Although the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, the registrant has filed all such Exchange Act reports for the preceding 12 months.

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

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



Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	ý (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

As of August 4, 2014, all of the registrant’s membership interests outstanding were held by an affiliate of the registrant.

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ASSOCIATED MATERIALS, LLC

Report for the Quarter ended June 28, 2014



PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets June 28, 2014 and December 28, 2013	1

	Condensed Consolidated Statements of Comprehensive Loss Quarter and Six Months ended June 28, 2014 and June 29, 2013	2

	Condensed Consolidated Statements of Cash Flows Six Months ended June 28, 2014 and June 29, 2013	3

	Notes to Condensed Consolidated Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	30

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 6.	Exhibits	31

SIGNATURES		32

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PART I. FINANCIAL INFORMATION



Item 1.	Financial Statements

ASSOCIATED MATERIALS, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)



	June 28, 2014		December 28, 2013
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	6,843	$	20,815
Accounts receivable, net	161,066		125,263
Inventories	180,543		133,469
Income taxes receivable	722		792
Deferred income taxes	4,685		4,685
Prepaid expenses and other current assets	13,316		10,842
Total current assets	367,175		295,866
Property, plant and equipment, at cost	176,361		170,285
Less accumulated depreciation	77,684		69,340
Property, plant and equipment, net	98,677		100,945
Goodwill	472,355		471,791
Other intangible assets, net	550,813		563,224
Other assets	21,584		24,793
Total assets	$	1,510,604	$	1,456,619

Liabilities and Member’s Equity
Current liabilities:
Accounts payable	$	132,275	$	96,974
Accrued liabilities	74,497		78,182
Deferred income taxes	3,707		2,441
Income taxes payable	3,689		2,139
Total current liabilities	214,168		179,736
Deferred income taxes	126,352		126,204
Other liabilities	112,904		117,659
Long-term debt	914,828		835,230
Commitments and contingencies
Member’s equity	142,352		197,790
Total liabilities and member’s equity	$	1,510,604	$	1,456,619

See accompanying notes to Condensed Consolidated Financial Statements.

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ASSOCIATED MATERIALS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)



	Quarters Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
	(unaudited)
Net sales	$	319,875		$	324,575		$	516,464		$	533,559
Cost of sales	247,862			242,380			410,036			406,610
Gross profit	72,013			82,195			106,428			126,949
Selling, general and administrative expenses	60,266			62,803			119,262			119,638
Manufacturing restructuring costs	—			—			(331		)	—
Income (loss) from operations	11,747			19,392			(12,503		)	7,311
Interest expense	20,759			20,391			41,079			39,232
Foreign currency loss	278			178			616			431
Loss before income taxes	(9,290		)	(1,177		)	(54,198		)	(32,352		)
Income tax expense	1,318			1,962			2,759			2,131
Net loss	(10,608		)	(3,139		)	(56,957		)	(34,483		)
Other comprehensive income (loss):
Pension and other postretirement benefit adjustments, net of tax	5			152			8			305
Foreign currency translation adjustments, net of tax	10,211			(9,729		)	1,157			(15,272		)
Total comprehensive loss	$	(392	)	$	(12,716	)	$	(55,792	)	$	(49,450	)

See accompanying notes to Condensed Consolidated Financial Statements.

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ASSOCIATED MATERIALS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



	Six Months Ended
	June 28, 2014			June 29, 2013
Operating Activities	(unaudited)
Net loss	$	(56,957	)	$	(34,483	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	21,267			21,744
Deferred income taxes	1,256			1,415
Provision for losses on accounts receivable	946			1,088
Amortization of deferred financing costs and premium on senior notes	1,874			2,568
Loss on sale or disposal of assets	18			96
Other non-cash charges	354			82
Changes in operating assets and liabilities:
Accounts receivable	(36,287		)	(37,894		)
Inventories	(46,526		)	(52,283		)
Accounts payable and accrued liabilities	30,511			68,223
Income taxes receivable / payable	1,593			(2,349		)
Other assets and liabilities	(6,480		)	(8,171		)
Net cash used in operating activities	(88,431		)	(39,964		)
Investing Activities
Capital expenditures	(5,245		)	(4,467		)
Supply center acquisition	—			(348		)
Proceeds from the sale of assets	7			47
Net cash used in investing activities	(5,238		)	(4,768		)
Financing Activities
Borrowings under ABL facilities	121,242			100,944
Payments under ABL facilities	(41,128		)	(154,158		)
Equity contribution from parent	—			742
Issuance of senior notes	—			106,000
Financing costs	—			(5,104		)
Net cash provided by financing activities	80,114			48,424
Effect of exchange rate changes on cash and cash equivalents	(417		)	(184		)
Net (decrease) increase in cash and cash equivalents	(13,972		)	3,508
Cash and cash equivalents at beginning of period	20,815			9,594
Cash and cash equivalents at end of period	$	6,843		$	13,102
Supplemental information:
Cash paid for interest	$	38,636		$	35,296
Cash paid for income taxes	$	171		$	3,068
Property additions of $1.3 million that remain unpaid as of June 28, 2014 were excluded from Capital expenditures in the Investing Activities section above.

See accompanying notes to Condensed Consolidated Financial Statements.

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ASSOCIATED MATERIALS, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER AND SIX MONTHS ENDED JUNE 28, 2014

(UNAUDITED)

1. Basis of Presentation

Associated Materials, LLC (the “Company”) is a 100% owned subsidiary of Associated Materials Incorporated, formerly known as AMH Intermediate Holdings Corp. (“Holdings”). Holdings is a wholly owned subsidiary of Associated Materials Group, Inc. formerly known as AMH Investment Holdings Corp. (“Parent”), which is controlled by investment funds affiliated with Hellman & Friedman LLC (“H&F”). Holdings and Parent do not have material assets or operations other than their direct and indirect ownership, respectively, of the membership interest of the Company. Approximately 97% of the capital stock of Parent is owned by investment funds affiliated with H&F.

The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these interim condensed consolidated financial statements contain all of the normal recurring accruals and adjustments considered necessary for a fair presentation of the unaudited results for the quarters and six months ended June 28, 2014 and June 29, 2013. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 28, 2013, filed with the Securities and Exchange Commission (“SEC”) on March 21, 2014 (“Annual Report”). A detailed description of the Company’s significant accounting policies and management judgments is located in the audited financial statements included in its Annual Report.

The Company was founded in 1947 when it first introduced residential aluminum siding under the Alside^® name and is a leading, vertically integrated manufacturer and distributor of exterior residential building products in the United States (“U.S.”) and Canada. The Company produces a comprehensive offering of exterior building products, including vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding and related accessories, which are produced at the Company’s 11 manufacturing facilities. The Company also sells complementary products that are manufactured by third parties, such as roofing materials, cladding materials, insulation, exterior doors, equipment and tools, and provides installation services. The Company distributes these products through its extensive dual-distribution network to over 50,000 professional exterior contractors, builders and dealers, whom the Company refers to as its “contractor customers.” This dual-distribution network consists of 124 company-operated supply centers, through which the Company sells directly to its contractor customers, and its direct sales channel, through which the Company sells to more than 275 independent distributors, dealers and national account customers.

Because most of the Company’s building products are intended for exterior use, sales and operating profits tend to be lower during periods of inclement weather. Weather conditions in the first quarter of each calendar year usually result in that quarter producing significantly less net sales and net cash flows from operations than in any other period of the year. Consequently, the Company has historically had losses or small profits in the first quarter and reduced profits from operations in the fourth quarter of each calendar year. Therefore, the results of operations for any interim period are not necessarily indicative of the results of operations for a full year.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The comprehensive new revenue recognition standard supersedes all existing revenue guidance under GAAP and international financial reporting standards. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard establishes the following five steps that require companies to exercise judgment when considering the terms of any contract, including all relevant facts and circumstances:

Step 1: Identify the contract(s) with the customer,

Step 2: Identify the separate performance obligations in the contract,

Step 3: Determine the transaction price,

Step 4: Allocate the transaction price to the separate performance obligations, and

Step 5: Recognize revenue when each performance obligation is satisfied.

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years, beginning after December 15, 2016. The Company is currently assessing the potential impact of the new requirements under the standard.

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 eliminates diversity in practice in the presentation of unrecognized tax benefits. ASU 2013-11 requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit to be presented as a reduction to the related deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, unless a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position, or the entity does not intend to use the deferred tax asset for such purpose. ASU 2013-11 is effective for fiscal years and interim periods within those years, beginning after December 15, 2013. Adoption of the provisions of ASU 2013-11 at the beginning of 2014 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In February 2013, the FASB issued ASU No. 2013-04, Liability (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (“ASU 2013-04”). ASU 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of (a) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors. ASU 2013-04 is effective for fiscal years and interim periods within those years, beginning after December 15, 2013. Adoption of the provisions of ASU 2013-04 at the beginning of 2014 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

2. Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The allowance for doubtful accounts is based on review of the overall condition of accounts receivable balances and review of significant past due accounts. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Accounts receivable that are not expected to be collected within one year, net of the related allowance for doubtful accounts, are included in other assets in the Condensed Consolidated Balance Sheets.

Allowance for doubtful accounts on accounts receivable consists of the following (in thousands):



	June 28, 2014		December 28, 2013
Allowance for doubtful accounts, current	$	3,124	$	3,198
Allowance for doubtful accounts, non-current	5,193		5,494
	$	8,317	$	8,692

3. Inventories

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



	June 28, 2014		December 28, 2013
Raw materials	$	35,077	$	32,129
Work-in-progress	14,144		9,356
Finished goods	131,322		91,984
	$	180,543	$	133,469

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4. Goodwill and Other Intangible Assets

The Company reviews goodwill for impairment on an annual basis at the beginning of the fourth quarter, or an interim basis if there are indicators of potential impairment. The Company did not recognize any impairment losses of its goodwill during the quarters or six months ended June 28, 2014 and June 29, 2013.

The changes in the carrying amount of goodwill are as follows (in thousands):



	Goodwill
Balance at December 28, 2013	$	471,791
Foreign currency translation	564
Balance at June 28, 2014	$	472,355

At June 28, 2014 and December 28, 2013, accumulated goodwill impairment losses were $84.3 million, exclusive of foreign currency translation.

The Company’s other intangible assets consist of the following (in thousands):



	June 28, 2014						December 28, 2013
	Cost		Accumulated Amortization		Net Carrying Value		Cost		Accumulated Amortization		Net Carrying Value
Amortized customer bases	$	327,508	$	95,883	$	231,625	$	327,280	$	82,874	$	244,406
Amortized non-compete agreements	20		14		6		20		11		9
Total amortized intangible assets	327,528		95,897		231,631		327,300		82,885		244,415
Non-amortized trade names (1)	319,182		—		319,182		318,809		—		318,809
Total intangible assets	$	646,710	$	95,897	$	550,813	$	646,109	$	82,885	$	563,224

(1) Balances at June 28, 2014 and December 28, 2013 include impairment charges of $79.9 million recorded in 2011.

The Company’s non-amortized intangible assets consist of the Alside^®, Revere^®, Gentek^®, Preservation^® and Alpine^® trade names and are tested for impairment on an annual basis at the beginning of the fourth quarter, or an interim basis if there are indications of potential impairment. The Company did not recognize any impairment losses related to its other intangible assets during the quarters or six months ended June 28, 2014 and June 29, 2013.

Finite-lived intangible assets, which consist of customer bases and non-compete agreements, are amortized on a straight-line basis over their estimated useful lives. The estimated average amortization period for customer bases and non-compete agreements is 13 years and 3 years, respectively. Amortization expense related to other intangible assets was $4.3 million and $10.7 million for the quarter and six months ended June 28, 2014, respectively, and $6.5 million and $13.1 million for the quarter and six months ended June 29, 2013, respectively.

5. Manufacturing Restructuring Costs

The Company discontinued its use of the warehouse facility adjacent to the Ennis manufacturing plant during the second quarter of 2009 and recorded a restructuring liability related to the discontinued use of the warehouse facility. During the quarter ended March 29, 2014, the Company re-measured its restructuring liability due to changes in the expected amount and timing of cash flows related to taxes and insurance over the remaining lease term. As a result, the Company decreased the restructuring liability and recognized a benefit of $0.3 million.

Changes in the manufacturing restructuring liability are as follows (in thousands):



	Quarters Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Balance at the beginning of the period	$	2,166		$	3,049		$	2,772		$	3,387
Decreases	—			—			(331		)	—
Accretion of related lease obligations	128			127			252			276
Payments	(185		)	(230		)	(584		)	(717		)
Balance at the end of the period	$	2,109		$	2,946		$	2,109		$	2,946

The remaining restructuring liability is included in accrued liabilities and other liabilities in the Condensed Consolidated Balance Sheets and will continue to be paid over the lease term, which ends April 2020.

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6. Product Warranty Costs

Consistent with industry practice, the Company provides homeowners with limited warranties on certain products, primarily related to window and siding product categories.

Changes in the warranty reserve are as follows (in thousands):



	Quarters Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Balance at the beginning of the period	$	92,638		$	97,011		$	93,207		$	97,471
Provision for warranties issued and changes in estimates for pre-existing warranties	1,547			1,851			2,826			3,370
Claims paid	(1,728		)	(2,033		)	(3,188		)	(3,758		)
Foreign currency translation	434			(444		)	46			(698		)
Balance at the end of the period	$	92,891		$	96,385		$	92,891		$	96,385

On February 13, 2013, the Company entered into a Settlement Agreement and Release of Claims (the “Settlement”) for a class action lawsuit filed by plaintiffs and a putative nationwide class of homeowners regarding certain warranty-related claims for steel and aluminum siding, which became effective on September 2, 2013. The Company expects to incur additional warranty costs associated with the Settlement; however, the Company does not believe the incremental costs, which currently cannot be estimated for recognition purposes, have been or will be material.

7. Executive Officers’ Separation and Hiring Costs

Effective January 17, 2014, Jerry W. Burris resigned from his position as President and Chief Executive Officer and as a director of the Company, and Dana R. Snyder, a director of the Company, was appointed Interim Chief Executive Officer on January 20, 2014. On January 30, 2014, David S. Nagle resigned from his position as Chief Operations Officer, AMI Distribution and Services. Effective May 5, 2014, Brian C. Strauss was appointed President and Chief Executive Officer and a director of the Company, and Mr. Snyder resigned from his position as Interim Chief Executive Officer. Effective July 14, 2014, Robert C. Gaydos resigned from his position as Senior Vice President, Operations and William L. Topper was appointed Executive Vice President, Operations.

The Company recorded $0.8 million and $2.8 million for separation and hiring costs, including payroll taxes, certain benefits and related professional fees for the quarter and six months ended June 28, 2014, respectively. Separation and hiring costs were $1.1 million for the quarter and six months ended June 29, 2013. These separation and hiring costs have been recorded as a component of selling, general and administrative (“SG&A”) expenses. As of June 28, 2014, remaining separation costs payable to the Company’s former executives of $1.4 million are accrued, which will be paid at various dates through 2016.

The separation and hiring costs during the quarter ended June 29, 2013 were primarily related to make-whole payments to Mr. Burris, our former President and Chief Executive Officer and Mr. Morrisroe, our Senior Vice President and Chief Financial Officer. Pursuant to their respective employment agreements, these payments provide compensation to offset losses recognized on the sale of their respective residences in connection with relocating near our corporate headquarters.

8. Long-Term Debt

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



	June 28, 2014		December 28, 2013
9.125% Senior Secured Notes due 2017	$	834,628	$	835,230
Borrowings under the ABL facilities	80,200		—
Total long-term debt	$	914,828	$	835,230

9.125% Senior Secured Notes due 2017

In October 2010, the Company and its wholly owned subsidiary, AMH New Finance, Inc. (collectively, the “Issuers”) issued and sold $730.0 million of 9.125% Senior Secured Notes due November 1, 2017 (the “9.125% notes” or “notes”). The 9.125% notes bear interest at a rate of 9.125% per annum, payable on May 1 and November 1 of each year, and are unconditionally guaranteed, jointly and severally, by each of the Issuers’ direct and indirect domestic subsidiaries that guarantees the Company’s obligations under the senior secured asset-based revolving credit facilities (the “ABL facilities”).

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On May 1, 2013, the Issuers issued and sold an additional $100.0 million in aggregate principal amount of 9.125% notes (the “new notes”) at an issue price of 106.00% of the principal amount of the new notes in a private placement. The Company used the net proceeds of the offering to repay the outstanding borrowings under its ABL facilities and for other general corporate purposes. The new notes were issued as additional notes under the same indenture, dated as of October 13, 2010, governing the $730.0 million aggregate principal amount of 9.125% notes (the “existing notes”) issued in October 2010 in a private placement and subsequently registered under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by a supplemental indenture (the “Indenture”). The new notes are consolidated with and form a single class with the existing notes and have the same terms as to status, redemption, collateral and otherwise (other than issue date, issue price and first interest payment date) as the existing notes. The debt premium related to the issuance of the new notes is being amortized into interest expense over the life of the new notes. The unamortized premium of $4.6 million is included in the long-term debt balance for the 9.125% notes. The effective interest rate of the new notes, including the premium, is 7.5% as of June 28, 2014.

On September 30, 2013, the Issuers offered to exchange up to $100.0 million aggregate principal amount of 9.125% Senior Secured Notes due 2017 and the related guarantees (the “exchange notes”), which have been registered under the Securities Act for any and all of the new notes. All of the new notes were exchanged for exchange notes on October 31, 2013.

The 9.125% notes have an estimated fair value, classified as a Level 1 measurement, of $863.2 million and $891.2 million based on quoted market prices as of June 28, 2014 and December 28, 2013, respectively.

The Company may from time to time, in its sole discretion, purchase, redeem or retire the 9.125% notes in privately negotiated or open market transactions, by tender offer or otherwise.

ABL Facilities

In October 2010, the Company entered into the ABL facilities in the amount of $225.0 million (comprised of a $150.0 million U.S. facility and a $75.0 million Canadian facility) pursuant to a revolving credit agreement dated October 13, 2010, which was subsequently amended and restated on April 18, 2013 (the “Amended and Restated Revolving Credit Agreement”) to, among other things, extend the maturity date of the revolving credit agreement from October 13, 2015 to the earlier of (i) April 18, 2018 and (ii) 90 days prior to the maturity date of the existing notes. Subsequently, the Company terminated the tranche B revolving credit commitments of $12.0 million and wrote off $0.5 million of deferred financing fees related to the ABL facilities.

At the Company’s option, the U.S. and Canadian tranche A revolving credit loans under the Amended and Restated Revolving Credit Agreement governing the ABL facilities bear interest at the rate equal to (1) the London Interbank Offered Rate (“LIBOR”) (for eurodollar loans under the U.S. facility) or the Canadian Dealer Offered Rate (“CDOR”) (for loans under the Canadian facility), plus an applicable margin of 1.75% as of June 28, 2014, or (2) the alternate base rate (for alternate base rate loans under the U.S. facility, which is the highest of a prime rate, the Federal Funds Effective Rate plus 0.50% and a one-month LIBOR rate plus 1.0% per annum) or the alternate Canadian base rate (for loans under the Canadian facility, which is the higher of a Canadian prime rate and the 30-day CDOR plus 1.0%), plus an applicable margin of 0.75% as of June 28, 2014, in each case, which interest rate margin may vary in 25 basis point increments between three pricing levels determined by reference to the average excess availability in respect of the U.S. and Canadian tranche A revolving credit loans. In addition to paying interest on outstanding principal under the ABL facilities, the Company is required to pay a commitment fee in respect of the U.S. and Canadian tranche A revolving credit loans, payable quarterly in arrears, of 0.375%.

The Amended and Restated Revolving Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, with respect to negative covenants, among other things, restrictions on indebtedness, liens, investments, fundamental changes, asset sales, dividends and other distributions, prepayments or redemption of junior debt, transactions with affiliates and negative pledge clauses. There are no financial covenants included in the Amended and Restated Revolving Credit Agreement, other than a springing fixed charge coverage ratio of at least 1.00 to 1.00, which will be tested only when excess availability is less than the greater of (i) 10.0% of the sum of (x) the lesser of (A) the U.S. tranche A borrowing base and (B) the U.S. tranche A revolving credit commitments and (y) the lesser of (A) the Canadian tranche A borrowing base and (B) the Canadian tranche A revolving credit commitments and (ii) $20.0 million for a period of five consecutive business days until the 30th consecutive day when excess availability exceeds the above threshold. The fixed charge coverage ratio was 1.06:1.00 for the four consecutive fiscal quarter test period ended June 28, 2014. The Company has not triggered such fixed charge coverage ratio covenant for 2014 and does not expect to be required to test such covenant for the remainder of 2014.

As of June 28, 2014, there was $80.2 million drawn under the Company’s ABL facilities and $100.0 million available for additional borrowings. The weighted average per annum interest rate applicable to borrowings under the U.S. portion and the Canadian portion of the ABL facilities was 3.3% and 4.0%, respectively, as of June 28, 2014. The Company had letters of credit

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outstanding of $12.9 million as of June 28, 2014 primarily securing insurance policy deductibles, certain lease facilities and the Company’s purchasing card program.

9. Income Taxes

The Company’s provision for income taxes in interim periods is computed by applying the appropriate estimated annual effective tax rates to income or loss before income taxes for the period. The Company adjusts its effective tax rate each quarter to be consistent with the estimated annual effective tax rate and records the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur.

The components of the effective tax rate are as follows (in thousands, except percentage):



	Quarters Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Loss before income taxes	$	(9,290	)	$	(1,177	)	$	(54,198	)	$	(32,352	)
Income tax expense	1,318			1,962			2,759			2,131
Effective tax rate	(14.2		)%	(166.7		)%	(5.1		)%	(6.6		)%

The effective tax rates for the quarters and six months ended June 28, 2014 and June 29, 2013 vary from the statutory rate primarily as a result of operating losses in the U.S. with no tax benefit recognized due to the valuation allowance against net U.S. deferred tax assets and income tax expense on foreign income.

10. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component, net of tax, for the six months ended June 28, 2014 and June 29, 2013, respectively, are as follows (in thousands):



	Defined Benefit Pension and Other Postretirement Plans			Foreign Currency Translation			Accumulated Other Comprehensive Loss
Balance at December 28, 2013	$	(3,513	)	$	(14,403	)	$	(17,916	)
Other comprehensive income before reclassifications, net of tax of $0	—			1,157			1,157
Amounts reclassified from accumulated other comprehensive loss, net of tax of $10	8			—			8
Balance at June 28, 2014	$	(3,505	)	$	(13,246	)	$	(16,751	)



	Defined Benefit Pension and Other Postretirement Plans			Foreign Currency Translation			Accumulated Other Comprehensive Loss
Balance at December 29, 2012	$	(23,287	)	$	6,040		$	(17,247	)
Other comprehensive loss before reclassifications, net of tax of $0	—			(15,272		)	(15,272		)
Amounts reclassified from accumulated other comprehensive loss, net of tax of $71	305			—			305
Balance at June 29, 2013	$	(22,982	)	$	(9,232	)	$	(32,214	)

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Reclassifications out of accumulated other comprehensive loss for the quarters and six months ended June 28, 2014 and June 29, 2013, respectively, consist of the following (in thousands):



	Quarters Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Defined Benefit Pension and Other Postretirement Plans:
Amortization of unrecognized prior service costs	$	6		$	5		$	12		$	10
Amortization of unrecognized cumulative actuarial net loss	3			182			6			366
Total before tax	9			187			18			376
Tax benefit	(4		)	(35		)	(10		)	(71		)
Net of tax	$	5		$	152		$	8		$	305

Amortization of prior service costs and actuarial losses are included in the computation of net periodic benefit cost for the Company’s pension and other postretirement benefit plans.

11. Retirement Plans

The Company sponsors defined benefit pension plans that cover hourly workers at its West Salem, Ohio plant and hourly union employees at its Woodbridge, New Jersey plant as well as a defined benefit retirement plan covering U.S. salaried employees, which was frozen in 1998 and subsequently replaced with a defined contribution plan (the “Domestic Plans”). In 2013, the pension plan for West Salem was amended to reflect an increase in the pension multiplier. Employees who were covered by the pension plan prior to the amendment were provided an opportunity to irrevocably freeze their pension, along with any vested benefits associated with the plan, and elect to participate in a defined contribution plan. In addition, the amendment effectively closed the plan to any new employees hired after November 4, 2013. The Company also sponsors a defined benefit pension plan covering the Canadian salaried employees and hourly union employees at its Lambeth, Ontario plant, a defined benefit pension plan for the hourly union employees at its Burlington, Ontario plant and a defined benefit pension plan for the hourly union employees at its Pointe Claire, Quebec plant (the “Foreign Plans”).

The Company also provides postretirement benefits other than pension (“OPEB plans”) including health care or life insurance benefits to certain U.S. and Canadian retirees and in some cases, their spouses and dependents. The Company’s postretirement benefit plans in the U.S. include an unfunded health care plan for hourly workers at the Company’s former steel siding plant in Cuyahoga Falls, Ohio. With the closure of this facility in 1991, no additional employees are eligible to participate in this plan. There are three other U.S. unfunded plans covering either life insurance or health care benefits for small frozen groups of retirees. The Company’s foreign postretirement benefit plan provides life insurance benefits to active members at its Pointe Claire, Quebec plant and a closed group of Canadian salaried retirees. The actuarial valuation measurement date for the defined benefit pension plans and postretirement benefits other than pension is December 31.

Components of net periodic benefit cost for the Company’s defined benefit pension plans and OPEB plans are as follows (in thousands):



	Quarters Ended
	June 28, 2014									June 29, 2013
	Domestic Plans			Foreign Plans			OPEB Plans			Domestic Plans			Foreign Plans			OPEB Plans
Net periodic benefit cost:
Service cost	$	323		$	606		$	3		$	268		$	704		$	3
Interest cost	788			924			49			721			945			49
Expected return on assets	(1,018		)	(1,095		)	—			(887		)	(979		)	—
Amortization of unrecognized:
Prior service costs (credits)	3			5			(2		)	—			5			—
Cumulative actuarial net loss (gains)	—			14			(11		)	49			131			2
Net periodic benefit cost	$	96		$	454		$	39		$	151		$	806		$	54

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	Six Months Ended
	June 28, 2014									June 29, 2013
	Domestic Plans			Foreign Plans			OPEB Plans			Domestic Plans			Foreign Plans			OPEB Plans
Net periodic benefit cost:
Service cost	$	645		$	1,197		$	6		$	535		$	1,421		$	7
Interest cost	1,576			1,827			98			1,442			1,907			99
Expected return on assets	(2,036		)	(2,164		)	—			(1,774		)	(1,976		)	—
Amortization of unrecognized:
Prior service costs (credits)	6			10			(4		)	—			10			—
Cumulative actuarial net loss (gains)	—			28			(22		)	98			264			4
Net periodic benefit cost	$	191		$	898		$	78		$	301		$	1,626		$	110

Although changes in market conditions, current pension law and uncertainties regarding significant assumptions used in the actuarial valuations may have a material impact on future required contributions to the Company’s pension plans, the Company currently does not expect funding requirements to have a material adverse impact on current or future liquidity.

The actuarial valuations require significant estimates and assumptions to be made by management, primarily the funding interest rate, discount rate and expected long-term return on plan assets. These assumptions are all susceptible to changes in market conditions. The funding interest rate and discount rate are based on representative bond yield curves maintained and monitored by independent third parties. In determining the expected long-term rate of return on plan assets, the Company considers historical market and portfolio rates of return, asset allocations and expectations of future rates of return.

12. Commitments and Contingencies

The Company is involved from time to time in litigation arising in the ordinary course of business, none of which, individually or in the aggregate, after giving effect to its existing insurance coverage, is expected to have a material adverse effect on its financial position, results of operations or liquidity. From time to time, the Company is also involved in proceedings and potential proceedings relating to environmental and product liability matters.

Environmental Claims

The Woodbridge, New Jersey facility is currently the subject of an investigation and/or remediation before the New Jersey Department of Environmental Protection (“NJDEP”) under ISRA Case No. E20030110 for the Company’s wholly owned subsidiary Gentek Building Products, Inc. (“Gentek”). The facility is currently leased by Gentek. Previous operations at the facility resulted in soil and groundwater contamination in certain areas of the property. In 1999, the property owner and Gentek signed a remediation agreement with NJDEP, pursuant to which the property owner and Gentek agreed to continue an investigation/remediation that had been commenced pursuant to a Memorandum of Agreement with NJDEP. Under the remediation agreement, NJDEP required posting of a remediation funding source of $0.1 million that was provided by Gentek under a self-guarantee as of December 31, 2011. In March 2012, the self-guarantee was replaced by a $0.2 million standby letter of credit provided to the NJDEP. In May 2013, the amount of the standby letter of credit was increased to $0.3 million. Although the Company has completed delineation studies and its evaluation of remedial alternatives is underway, it appears probable that a liability will be incurred and, as such, the Company has recorded a minimum liability of $0.3 million. The Company believes this matter will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

Environmental claims, product liability claims and other claims are administered by the Company in the ordinary course of business, and the Company maintains pollution and remediation and product liability insurance covering certain types of claims. Although it is difficult to estimate the Company’s potential exposure to these matters, the Company believes that the resolution of these matters will not have a material adverse effect on its financial position, results of operations or liquidity.

13. Business Segments

The Company is in the business of manufacturing and distributing exterior residential building products. The Company has a single operating segment and a single reportable segment. The Company’s chief operating decision maker is considered to be the Chief Executive Officer. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level.

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



	Quarters Ended				Six Months Ended
	June 28, 2014		June 29, 2013		June 28, 2014		June 29, 2013
Vinyl windows	$	106,390	$	102,559	$	176,030	$	170,194
Vinyl siding products	59,628		61,123		93,722		100,860
Metal products	40,500		46,136		67,807		77,997
Third-party manufactured products	84,283		89,268		127,195		140,284
Other products and services	29,074		25,489		51,710		44,224
	$	319,875	$	324,575	$	516,464	$	533,559

14. Subsidiary Guarantors

The Company’s payment obligations under its 9.125% notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis, by its domestic 100% owned subsidiaries, Gentek Holdings, LLC and Gentek Building Products, Inc.(together, the “Subsidiary Guarantors”). AMH New Finance, Inc. is a co-issuer of the 9.125% notes and is a domestic 100% owned subsidiary of the Company having no operations, revenues or cash flows for the periods presented.

Associated Materials Canada Limited, Gentek Canada Holdings Limited and Gentek Buildings Products Limited Partnership are Canadian companies and do not guarantee the 9.125% notes. In the opinion of management, separate financial statements of the respective Subsidiary Guarantors would not provide additional material information that would be useful in assessing the financial composition of the Subsidiary Guarantors.

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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

June 28, 2014

(Unaudited, in thousands)



	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries			Reclassification/ Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	6,698		$	—	$	—		$	145		$	—		$	6,843
Accounts receivable, net	116,174			—		10,532			34,360			—			161,066
Intercompany receivables	362,956			—		57,600			1,794			(422,350		)	—
Inventories	128,608			—		11,116			40,819			—			180,543
Income taxes receivable	—			—		722			—			—			722
Deferred income taxes	2,451			—		2,234			—			—			4,685
Prepaid expenses and other current assets	9,774			—		934			2,608			—			13,316
Total current assets	626,661			—		83,138			79,726			(422,350		)	367,175
Property, plant and equipment, net	63,807			—		1,576			33,294			—			98,677
Goodwill	300,642			—		24,650			147,063			—			472,355
Other intangible assets, net	369,733			—		44,429			136,651			—			550,813
Investment in subsidiaries	(28,366		)	—		(130,625		)	—			158,991			—
Intercompany receivable	—			834,628		—			—			(834,628		)	—
Other assets	20,032			—		(1		)	1,553			—			21,584
Total assets	$	1,352,509		$	834,628	$	23,167		$	398,287		$	(1,097,987	)	$	1,510,604
LIABILITIES AND MEMBER'S EQUITY
Current liabilities:
Accounts payable	$	87,927		$	—	$	9,510		$	34,838		$	—		$	132,275
Intercompany payables	1,794			—		—			420,556			(422,350		)	—
Accrued liabilities	61,385			—		5,082			8,030			—			74,497
Deferred income taxes	1,257			—		—			2,450			—			3,707
Income taxes payable	409			—		—			3,280			—			3,689
Total current liabilities	152,772			—		14,592			469,154			(422,350		)	214,168
Deferred income taxes	73,862			—		16,620			35,870			—			126,352
Other liabilities	74,895			—		20,321			17,688			—			112,904
Long-term debt	908,628			834,628		—			6,200			(834,628		)	914,828
Member’s equity	142,352			—		(28,366		)	(130,625		)	158,991			142,352
Total liabilities and member’s equity	$	1,352,509		$	834,628	$	23,167		$	398,287		$	(1,097,987	)	$	1,510,604

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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

For The Quarter Ended June 28, 2014

(Unaudited, in thousands)



	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries		Reclassification/ Eliminations			Consolidated
Net sales	$	251,215		$	—	$	45,778		$	79,125	$	(56,243	)	$	319,875
Cost of sales	201,020			—		42,595			60,490		(56,243		)	247,862
Gross profit	50,195			—		3,183			18,635		—			72,013
Selling, general and administrative expenses	48,100			—		1,104			11,062		—			60,266
Income from operations	2,095			—		2,079			7,573		—			11,747
Interest expense, net	20,292			—		—			467		—			20,759
Foreign currency loss	—			—		—			278		—			278
(Loss) income before income taxes	(18,197		)	—		2,079			6,828		—			(9,290		)
Income tax (benefit) expense	(378		)	—		(36		)	1,732		—			1,318
(Loss) income before equity income (loss) from subsidiaries	(17,819		)	—		2,115			5,096		—			(10,608		)
Equity income (loss) from subsidiaries	7,211			—		5,096			—		(12,307		)	—
Net (loss) income	(10,608		)	—		7,211			5,096		(12,307		)	(10,608		)
Other comprehensive income (loss):
Pension and other postretirement benefit adjustments, net of tax	5			—		13			14		(27		)	5
Foreign currency translation adjustments, net of tax	10,211			—		10,211			10,211		(20,422		)	10,211
Total comprehensive (loss) income	$	(392	)	$	—	$	17,435		$	15,321	$	(32,756	)	$	(392	)

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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

For The Six Months Ended June 28, 2014

(Unaudited, in thousands)



	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries		Reclassification/ Eliminations			Consolidated
Net sales	$	408,154		$	—	$	76,440		$	123,819	$	(91,949	)	$	516,464
Cost of sales	335,338			—		71,545			95,102		(91,949		)	410,036
Gross profit	72,816			—		4,895			28,717		—			106,428
Selling, general and administrative expenses	96,230			—		2,046			20,986		—			119,262
Manufacturing restructuring costs	(331		)	—		—			—		—			(331		)
(Loss) income from operations	(23,083		)	—		2,849			7,731		—			(12,503		)
Interest expense, net	40,264			—		1			814		—			41,079
Foreign currency loss	—			—		—			616		—			616
(Loss) income before income taxes	(63,347		)	—		2,848			6,301		—			(54,198		)
Income tax expense (benefit)	1,256			—		(63		)	1,566		—			2,759
(Loss) income before equity income (loss) from subsidiaries	(64,603		)	—		2,911			4,735		—			(56,957		)
Equity income (loss) from subsidiaries	7,646			—		4,735			—		(12,381		)	—
Net (loss) income	(56,957		)	—		7,646			4,735		(12,381		)	(56,957		)
Other comprehensive income (loss):
Pension and other postretirement benefit adjustments, net of tax	8			—		25			28		(53		)	8
Foreign currency translation adjustments, net of tax	1,157			—		1,157			1,157		(2,314		)	1,157
Total comprehensive (loss) income	$	(55,792	)	$	—	$	8,828		$	5,920	$	(14,748	)	$	(55,792	)

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended June 28, 2014

(Unaudited, in thousands)



	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries			Reclassification/Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(76,034	)	$	—	$	5,938		$	(18,335	)	$	—		$	(88,431	)
INVESTING ACTIVITIES
Capital expenditures	(4,528		)	—		(249		)	(468		)	—			(5,245		)
Proceeds from the sale of assets	5			—		—			2			—			7
Payments on loans to affiliates	—			—		(5,689		)	—			5,689			—
Net cash (used in) provided by investing activities	(4,523		)	—		(5,938		)	(466		)	5,689			(5,238		)
FINANCING ACTIVITIES
Borrowings under ABL facilities	94,700			—		—			26,542			—			121,242
Payments under ABL facilities	(20,700		)	—		—			(20,428		)	—			(41,128		)
Borrowings from affiliates	5,689			—		—			—			(5,689		)	—
Net cash provided by (used in) financing activities	79,689			—		—			6,114			(5,689		)	80,114
Effect of exchange rate changes on cash and cash equivalents	—			—		—			(417		)	—			(417		)
Net decrease in cash and cash equivalents	(868		)	—		—			(13,104		)	—			(13,972		)
Cash and cash equivalents at beginning of period	7,566			—		—			13,249			—			20,815
Cash and cash equivalents at end of period	$	6,698		$	—	$	—		$	145		$	—		$	6,843

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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 28, 2013

(Unaudited, in thousands)



	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries			Reclassification/ Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	7,566		$	—	$	—		$	13,249		$	—		$	20,815
Accounts receivable, net	96,265			—		9,858			19,140			—			125,263
Intercompany receivables	374,444			—		57,711			1,794			(433,949		)	—
Inventories	93,175			—		10,117			30,177			—			133,469
Income taxes receivable	—			—		792			—			—			792
Deferred income taxes	2,451			—		2,234			—			—			4,685
Prepaid expenses and other current assets	8,239			—		891			1,712			—			10,842
Total current assets	582,140			—		81,603			66,072			(433,949		)	295,866
Property, plant and equipment, net	65,348			—		1,574			34,023			—			100,945
Goodwill	300,642			—		24,650			146,499			—			471,791
Other intangible assets, net	379,740			—		44,654			138,830			—			563,224
Investment in subsidiaries	(37,194		)	—		(136,544		)	—			173,738			—
Intercompany receivable	—			835,230		—			—			(835,230		)	—
Other assets	22,926			—		—			1,867			—			24,793
Total assets	$	1,313,602		$	835,230	$	15,937		$	387,291		$	(1,095,441	)	$	1,456,619
LIABILITIES AND MEMBER'S EQUITY
Current liabilities:
Accounts payable	$	64,272		$	—	$	9,531		$	23,171		$	—		$	96,974
Intercompany payables	1,794			—		—			432,155			(433,949		)	—
Accrued liabilities	63,534			—		6,392			8,256			—			78,182
Deferred income taxes	—			—		—			2,441			—			2,441
Income taxes payable	452			—		—			1,687			—			2,139
Total current liabilities	130,052			—		15,923			467,710			(433,949		)	179,736
Deferred income taxes	73,862			—		16,620			35,722			—			126,204
Other liabilities	76,668			—		20,588			20,403			—			117,659
Long-term debt	835,230			835,230		—			—			(835,230		)	835,230
Member’s equity	197,790			—		(37,194		)	(136,544		)	173,738			197,790
Total liabilities and member’s equity	$	1,313,602		$	835,230	$	15,937		$	387,291		$	(1,095,441	)	$	1,456,619

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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

For The Quarter Ended June 29, 2013

(Unaudited, in thousands)



	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries			Reclassification/ Eliminations			Consolidated
Net sales	$	248,981		$	—	$	49,065		$	78,405		$	(51,876	)	$	324,575
Cost of sales	188,018			—		45,957			60,281			(51,876		)	242,380
Gross profit	60,963			—		3,108			18,124			—			82,195
Selling, general and administrative expenses	49,868			—		1,369			11,566			—			62,803
Income from operations	11,095			—		1,739			6,558			—			19,392
Interest expense, net	19,741			—		—			650			—			20,391
Foreign currency loss	—			—		—			178			—			178
(Loss) income before income taxes	(8,646		)	—		1,739			5,730			—			(1,177		)
Income tax expense (benefit)	469			—		(42		)	1,535			—			1,962
(Loss) income before equity income (loss) from subsidiaries	(9,115		)	—		1,781			4,195			—			(3,139		)
Equity income (loss) from subsidiaries	5,976			—		4,195			—			(10,171		)	—
Net (loss) income	(3,139		)	—		5,976			4,195			(10,171		)	(3,139		)
Other comprehensive income (loss):
Pension and other postretirement benefit adjustments, net of tax	152			—		108			100			(208		)	152
Foreign currency translation adjustments, net of tax	(9,729		)	—		(9,729		)	(9,729		)	19,458			(9,729		)
Total comprehensive (loss) income	$	(12,716	)	$	—	$	(3,645	)	$	(5,434	)	$	9,079		$	(12,716	)

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

For The Six Months Ended June 29, 2013

(Unaudited, in thousands)



	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries			Reclassification/ Eliminations			Consolidated
Net sales	$	410,744		$	—	$	84,895		$	124,605		$	(86,685	)	$	533,559
Cost of sales	316,319			—		79,284			97,692			(86,685		)	406,610
Gross profit	94,425			—		5,611			26,913			—			126,949
Selling, general and administrative expenses	94,272			—		2,804			22,562			—			119,638
Income from operations	153			—		2,807			4,351			—			7,311
Interest expense, net	38,194			—		—			1,038			—			39,232
Foreign currency loss	—			—		—			431			—			431
(Loss) income before income taxes	(38,041		)	—		2,807			2,882			—			(32,352		)
Income tax expense (benefit)	1,415			—		(76		)	792			—			2,131
(Loss) income before equity income (loss) from subsidiaries	(39,456		)	—		2,883			2,090			—			(34,483		)
Equity income (loss) from subsidiaries	4,973			—		2,090			—			(7,063		)	—
Net (loss) income	(34,483		)	—		4,973			2,090			(7,063		)	(34,483		)
Other comprehensive income (loss):
Pension and other postretirement benefit adjustments, net of tax	305			—		218			202			(420		)	305
Foreign currency translation adjustments, net of tax	(15,272		)	—		(15,272		)	(15,272		)	30,544			(15,272		)
Total comprehensive (loss) income	$	(49,450	)	$	—	$	(10,081	)	$	(12,980	)	$	23,061		$	(49,450	)

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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For The Six Months Ended June 29, 2013

(Unaudited, in thousands)



	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries			Reclassification/Eliminations			Consolidated
Net cash used in operating activities	$	(15,934	)	$	—	$	(10,261	)	$	(13,769	)	$	—		$	(39,964	)
INVESTING ACTIVITIES
Capital expenditures	(4,149		)	—		(10		)	(308		)	—			(4,467		)
Supply center acquisition	(348		)	—		—			—			—			(348		)
Proceeds from the sale of assets	47			—		—			—			—			47
(Payments) receipts on loans to affiliates	(20,000		)	—		10,271			—			9,729			—
Net cash (used in) provided by investing activities	(24,450		)	—		10,261			(308		)	9,729			(4,768		)
FINANCING ACTIVITIES
Borrowings under ABL facilities	69,891			—		—			31,053			—			100,944
Payments under ABL facilities	(119,391		)	—		—			(34,767		)	—			(154,158		)
(Repayments) borrowings from affiliates	(10,271		)	—		—			20,000			(9,729		)	—
Equity contribution from parent	742			—		—			—			—			742
Issuance of senior notes	106,000			—		—			—			—			106,000
Financing costs	(4,629		)	—		—			(475		)	—			(5,104		)
Net cash provided by (used in) financing activities	42,342			—		—			15,811			(9,729		)	48,424
Effect of exchange rate changes on cash and cash equivalents	—			—		—			(184		)	—			(184		)
Net increase in cash and cash equivalents	1,958			—		—			1,550			—			3,508
Cash and cash equivalents at beginning of period	7,320			—		—			2,274			—			9,594
Cash and cash equivalents at end of period	$	9,278		$	—	$	—		$	3,824		$	—		$	13,102

The Condensed Consolidating Statement of Cash Flows for the six months ended June 29, 2013 has been revised to present changes in receivable from or payable to an affiliate, which resulted from subsidiary’s deposit in or withdrawal from the parent company’s cash account under a centralized cash management arrangement, and loan payments and receipts between companies within investing and financing activities. Changes in receivable from or payable to an affiliate related to trade transactions are presented within operating activities. The Company previously reported all changes in receivable from and payable to an affiliate as cash flows in financing activities. The effect is summarized as follows:



	For the Six months ended June 29, 2013
(in thousands)	Company (As Previously Reported)		Company (As Corrected)		Subsidiary Guarantors (As Previously Reported)		Subsidiary Guarantors (As Corrected)		Non-Guarantor Subsidiary (As Previously Reported)		Non-Guarantor Subsidiary (As Corrected)		Eliminations (As Previously Reported)	Eliminations (As Corrected)
Net cash used in operating activities	(37,182	)	(15,934	)	(2,452	)	(10,261	)	(330	)	(13,769	)	—	—
INVESTING ACTIVITIES
(Payments) receipts on loans to affiliates	—		(20,000	)	—		10,271		—		—		—	9,729
Net cash (used in) provided by investing activities	(4,450	)	(24,450	)	(10	)	10,261		(308	)	(308	)	—	9,729
FINANCING ACTIVITIES
(Repayments) borrowings from affiliates	(9,023	)	(10,271	)	2,462		—		6,561		20,000		—	(9,729	)
Net cash provided by (used in) financing activities	43,590		42,342		2,462		—		2,372		15,811		—	(9,729	)

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

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited consolidated financial statements and related notes thereto included elsewhere in this quarterly report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part I, Item 1A. “Risk Factors” in our Annual Report and under Part II, Item 1A. “Risk Factors” or elsewhere in this report.

Overview

Associated Materials, LLC (“we,” “us”, “our” or “our Company”) is a leading, vertically integrated manufacturer and distributor of exterior residential building products in the United States and Canada. We produce a comprehensive offering of exterior building products, including vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding and related accessories, which we produce at our 11 manufacturing facilities. We also sell complementary products that are manufactured by third parties, such as roofing materials, cladding materials, insulation, exterior doors and equipment and tools, and provide installation services. We distribute these products through our extensive dual-distribution network to over 50,000 professional exterior contractors, builders and dealers, whom we refer to as our “contractor customers.” This dual distribution network consists of 124 company-operated supply centers, through which we sell directly to our contractor customers, and our direct sales channel. Through our direct sales channel we sell to more than 275 independent distributors, dealers and national account customers. The products we sell are generally marketed under our brand names, such as Alside®, Revere®, Gentek®, UltraGuard®, Preservation® and Alpine®.

Because our exterior residential building products are consumer durable goods, our sales are impacted by, among other things, the availability of consumer credit, consumer interest rates, employment trends, changes in levels of consumer confidence and national and regional trends in the housing market. Our sales are also affected by changes in consumer preferences with respect to types of building products. Overall, we believe the long-term fundamentals for the building products industry remain strong, as homes continue to get older, pent-up demand in the residential repair and remodeling (“R&R”) market normalizes, household formation is expected to be strong, demand for energy-efficient products continues and vinyl remains a preferred material for exterior window and siding solutions, all of which we believe bodes well for the demand for our products in the future.

Our net sales for the quarter and six months ended June 28, 2014 were $319.9 million and $516.5 million, respectively, representing decreases of 1.4% and 3.2%, respectively, from the same periods in 2013. The decrease in our net sales was primarily due to a decline in net sales for third-party manufactured products, vinyl siding and metal products. For the second quarter, the volume shortfall in our third-party manufactured products reflected a longer than expected downturn in the residential roofing market. The decline in our metals business was a result of market conditions, as well as the impact of reduced volume from distributor customers. The severe weather during the first quarter of 2014 also negatively impacted our net sales for the six months ended June 28, 2014. Partially offsetting this decline was an increase in net sales in our Installed Sales Solutions (“ISS”) and vinyl windows business, which both benefited from increased demand in the new construction market. Additionally, with respect to our windows business, we have seen improvement in our product mix as we transition to our new window platform. Vinyl windows, vinyl siding, metal products and third-party manufactured products comprised approximately 33%, 19%, 13% and 26%, respectively, of our net sales for the quarter ended June 28, 2014 and approximately 34%, 18%, 13% and 25%, respectively, of our net sales for the six months ended June 28, 2014. Vinyl windows, vinyl siding, metal products and third-party manufactured products comprised approximately 32%, 19%, 14% and 28%, respectively, of our net sales for the quarter ended June 29, 2013 and approximately 32%, 19%, 15% and 26%, respectively, of our net sales for the six months ended June 29, 2013.

Our gross profit for the quarter and six months ended June 28, 2014 declined $10.2 million and $20.5 million, respectively, or 12.4% and 16.2%, respectively, compared to the same periods in 2013. The decrease in gross profit for the quarter and six months ended June 28, 2014 was due largely to incremental costs directly associated with the launch of the new window platform in 2014, as well as manufacturing inefficiencies in our window plants primarily as a result of the launch. For the second half of the year, we expect to continue to experience inefficiencies in our window manufacturing plants as we continue our efforts associated with the integration of our new window platform. The decrease in gross profit for the quarter and six months ended June 28, 2014 was also driven by unfavorable volume impact due to lower sales in metal, vinyl siding and third-party manufactured products, higher cost for certain materials and increased freight costs.

A significant portion of our selling, general and administrative (“SG&A”) expenses are fixed costs such as payroll and benefit costs for our supply center employees, corporate employees and sales representatives, the building lease costs of our supply centers and warehouses, delivery and sales vehicle costs, other administrative expenses and costs related to the operation of our supply centers and corporate office. Other than fixed costs, our SG&A expenses include incentives and commissions,

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marketing costs, certain delivery charges such as fuel costs incurred to deliver product to our customers, and customer sales rewards. SG&A costs for the quarter and six months ended June 28, 2014 decreased $2.5 million and $0.4 million, respectively, compared to the same periods in 2013. The decrease in our SG&A expenses was primarily due to decreases in compensation costs under the performance-based incentive compensation program, certain professional fees associated with cost savings initiatives and pension expenses, partially offset by an increase in marketing-related costs supporting the launch of our new window platform and an increase in payroll costs related to a change of employment classification from exempt to non-exempt for certain non-managerial U.S. supply center-based employees, as well as higher supply center headcount to support our supply center and ISS business.

Because most of our building products are intended for exterior use, our sales and operating profits tend to be lower during periods of inclement weather. Weather conditions in the first quarter of each calendar year usually result in that quarter producing significantly less net sales and net cash flows from operations than in any other period of the year. Consequently, we have historically had losses or small profits in the first quarter and reduced profits from operations in the fourth quarter of each calendar year. To meet seasonal cash flow needs during the periods of reduced sales and net cash flows from operations, we have typically utilized our revolving credit facilities and repay such borrowings in periods of higher cash flow. We typically generate the majority of our cash flow in the third and fourth quarters.

Management operates our business with the aim of achieving profitable growth. Management makes operating decisions and assesses the performance of the business based on financial and other measures that it believes provide important data regarding the business. Management primarily uses Adjusted EBITDA, a financial measure which is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), along with GAAP measures of profitability, including gross profit, income from operations and net income, to measure operating performance. For the definition of Adjusted EBITDA, see “Results of Operations,” below. In addition, management uses certain techniques related to our corporate strategy of expanding our network of company-operated supply centers to achieve profitable growth. As part of this growth strategy, management assesses whether to open or acquire a new supply center in a given region based on local economic conditions, such as existing and expected growth rates in the region, unemployment rates and labor costs. Additionally, management reviews the competitive environment in the region and our existing market share in the particular region. Once management has decided to expand our presence in a given region, it then decides between opening a new “greenfield” location in that region or acquiring an existing store based on the number and quality of potential acquisition opportunities and the willingness of the owners of those businesses to sell. We typically target cash flows from operations to achieve a break-even rate in approximately two years of opening a new “greenfield” or acquired supply center.

Our business is comprised of one reportable segment, which consists of the single business of manufacturing and distributing exterior residential building products. For financial information about our reportable segment as well as the geographic areas where we conduct business and long-lived assets by country, please see Note 18 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 28, 2013 (“Annual Report”) for further information.

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Results of Operations

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



	Quarters Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Net sales	$	319,875		$	324,575		$	516,464		$	533,559
Cost of sales	247,862			242,380			410,036			406,610
Gross profit	72,013			82,195			106,428			126,949
Selling, general and administrative expenses	60,266			62,803			119,262			119,638
Manufacturing restructuring costs	—			—			(331		)	—
Income (loss) from operations	11,747			19,392			(12,503		)	7,311
Interest expense	20,759			20,391			41,079			39,232
Foreign currency loss	278			178			616			431
Loss before income taxes	(9,290		)	(1,177		)	(54,198		)	(32,352		)
Income tax expense	1,318			1,962			2,759			2,131
Net loss	$	(10,608	)	$	(3,139	)	$	(56,957	)	$	(34,483	)
Other Data:
EBITDA (1)	$	22,158		$	30,075		$	8,148		$	28,624
Adjusted EBITDA (1)	27,540			34,261			20,675			32,959

(1)

EBITDA is calculated as net income plus interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to reflect certain adjustments that are used in calculating covenant compliance under the Amended and Restated Revolving Credit Agreement governing our ABL facilities and the Indenture. We consider EBITDA and Adjusted EBITDA to be important indicators of our operational strength and performance of our business. We have included Adjusted EBITDA because it is a key financial measure used by our management to (i) assess our ability to service our debt or incur debt and meet our capital expenditure requirements; (ii) internally measure our operating performance; and (iii) determine our incentive compensation programs. EBITDA and Adjusted EBITDA have not been prepared in accordance with GAAP. Adjusted EBITDA as presented by us may not be comparable to similarly titled measures reported by other companies. EBITDA and Adjusted EBITDA are not measures determined in accordance with GAAP and should not be considered as an alternative to, or more meaningful than, net income (as determined in accordance with GAAP) as a measure of our operating results or net cash provided by operating activities (as determined in accordance with GAAP) as a measure of our liquidity.

The reconciliation of our net loss to EBITDA and Adjusted EBITDA is as follows (in thousands):



	Quarters Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Net loss	$	(10,608	)	$	(3,139	)	$	(56,957	)	$	(34,483	)
Interest expense	20,759			20,391			41,079			39,232
Income tax expense	1,318			1,962			2,759			2,131
Depreciation and amortization	10,689			10,861			21,267			21,744
EBITDA	22,158			30,075			8,148			28,624
Purchase accounting related adjustments (a)	(958		)	(967		)	(1,904		)	(1,929		)
Restructuring costs (b)	—			—			(331		)	—
Executive officer separation and hiring costs (c)	765			1,115			2,748			1,136
Bank audit fees (d)	(4		)	1			26			34
Loss on disposal or write-offs of assets	7			64			18			96
Stock-based compensation expense (e)	77			38			354			76
Other normalizing and unusual items (f)	5,217			3,757			11,000			4,491
Foreign currency loss (g)	278			178			616			431
Run-rate cost savings (h)	—			—			—			—
Adjusted EBITDA	$	27,540		$	34,261		$	20,675		$	32,959

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(a)	Represents the elimination of the impact of adjustments related to purchase accounting recorded as a result of the merger in October 13, 2010 (“Merger”), which include the following (in thousands):



	Quarters Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Pension expense adjustment (i)	$	(658	)	$	(667	)	$	(1,310	)	$	(1,336	)
Amortization related to fair value adjustment of leased facilities (ii)	(119		)	(117		)	(232		)	(227		)
Amortization related to warranty liabilities (iii)	(181		)	(183		)	(362		)	(366		)
Total	$	(958	)	$	(967	)	$	(1,904	)	$	(1,929	)


(i)	Represents the elimination of the impact of reduced pension expense as a result of purchase accounting adjustments associated with the Merger.


(ii)	Represents the elimination of the impact of amortization related to net liabilities recorded in purchase accounting for the fair value of our leased facilities as a result of the Merger.


(iii)	Represents the elimination of the impact of amortization related to net liabilities recorded in purchase accounting for the fair value of warranty liabilities as a result of the Merger.


(b)	Represents a decrease in manufacturing restructuring charges during the quarter ended March 29, 2014 as a result of the re-measurement of the restructuring liability related to the discontinued use of the warehouse facility adjacent to our Ennis manufacturing plant in 2009.

(c)

Represents (i) separation and hiring costs incurred during the six months ended June 28, 2014, including payroll taxes and certain benefits and professional fees primarily related to the resignations of Mr. Burris, our former President and Chief Executive Officer on January 17, 2014, Mr. Nagle, our former Chief Operations Officer, AMI Distribution and Services on January 30, 2014, and Mr. Gaydos, our former Senior Vice President, Operations on July 14, 2014 and the hirings of Mr. Snyder, our Interim Chief Executive Officer on January 20, 2014 and Mr. Strauss, our President and Chief Executive Officer on May 5, 2014 and (ii) separation and hiring costs incurred during the six months ended June 29, 2013, primarily related to make-whole payments to Mr. Burris, our former President and Chief Executive Officer and Mr. Morrisroe, our Senior Vice President, Chief Financial Officer. Pursuant to their respective employment agreements, these payments provide compensation to offset losses recognized on the sale of their respective residences in connection with relocating near our corporate headquarters.


(d)	Represents bank audit fees incurred under our current ABL facilities and our prior ABL facility.


(e)	Represents stock-based compensation related to restricted shares or deferred stock units issued to certain of our directors and officers.


(f)	Represents the following (in thousands):



	Quarters Ended				Six Months Ended
	June 28, 2014		June 29, 2013		June 28, 2014		June 29, 2013
Professional fees and other costs (i)	$	3,951	$	3,577	$	9,475	$	4,015
Accretion on lease liability (ii)	128		127		253		276
Excess severance costs (iii)	87		6		183		65
Insurance deductible due to flood damage (iv)	100		—		100		—
Payroll costs due to change of employment classification (v)	928		—		928		—
Excess legal expense (vi)	23		47		61		135
Total	$	5,217	$	3,757	$	11,000	$	4,491


(i)	Represents management’s estimate of unusual consulting and advisory fees and other costs associated with corporate strategic initiatives. For the quarter and six months ended June 28, 2014, we incurred costs of $3.2 million and $7.9 million, respectively, related to the new window platform that we launched in 2014.


(ii)	Represents accretion on the liability recorded at present value for future lease costs in connection with our warehouse facility adjacent to the Ennis manufacturing plant, which we discontinued using during 2009.


(iii)	Represents management’s estimates for excess severance expense primarily due to unusual changes within non-executive management.


(iv)	Represents the insurance deductible paid in connection with flood damage at our corporate headquarters building in May 2014.

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(v)	Represents additional payroll costs that were incurred related to a change of employment classification from exempt to non-exempt for certain non-managerial U. S. supply center-based employees.


(vi)	Represents excess legal expense incurred primarily in connection with the defense of actions filed by plaintiffs.


(g)	Represents foreign currency loss recognized in the Condensed Consolidated Statements of Comprehensive Loss, including (gain) loss on foreign currency exchange hedging agreements.

(h)

Represents our estimate of run-rate cost savings related to actions taken or to be taken within 12 months after the consummation of any acquisition, amalgamation, merger or operational change and prior to or during such period, calculated on a pro forma basis as though such cost savings had been realized on the first day of the period for which Adjusted EBITDA is being calculated, net of the amount of actual benefits realized during such period from such actions and net of the further adjustments required by the ABL facilities and the Indenture, as described below.

Run-rate cost savings include actions around operational and engineering improvements, procurement savings and reductions in SG&A expenses. The run-rate cost savings were estimated to be approximately $10 million and $13 million for the six months ended June 28, 2014 and June 29, 2013, respectively. Our ABL facilities and the Indenture permit us to include run-rate cost savings in our calculation of Adjusted EBITDA in an amount, taken together with the amount of certain restructuring costs, up to 10% of Consolidated EBITDA, as defined in such debt instruments. As such, only $9.6 million of the approximately $10 million of cost savings identified for the four consecutive fiscal quarters ended June 28, 2014 and $10.7 million of the approximately $13 million for the four consecutive fiscal quarters ended June 29, 2013 have been included in the calculation of Adjusted EBITDA under the ABL facilities and the Indenture. However, as the 10% threshold is calculated using Consolidated EBITDA for the four consecutive fiscal quarter covenant test period, we are not presenting any run-rate cost savings when calculating Adjusted EBITDA for the quarters or six months ended June 28, 2014 and June 29, 2013.

Quarter Ended June 28, 2014 Compared to Quarter Ended June 29, 2013

Net sales were $319.9 million for the second quarter of 2014, a decrease of $4.7 million, or 1.4%, compared to $324.6 million for the same period in 2013. The decrease was primarily due to a $5.6 million, or 12.2%, decline in metal products sales, a $5.0 million, or 5.6%, decline in net sales for third-party manufactured products, mainly in our roofing business, and a $1.5 million or 2.4%, decrease in vinyl siding sales, compared to the prior year period. The decline in our metals business was a result of market conditions, as well as the impact of reduced volume from distributor customers. The volume shortfall in our third-party manufactured products reflected a longer than expected downturn in the residential roofing market. Partially offsetting these decreases were a $3.5 million, or 15.1%, increase in net sales in our ISS business and a $3.8 million, or 3.7%, increase in vinyl window sales as a result of an increase in unit volume of approximately 3%. Both our ISS and windows businesses benefited from increased demand in the new construction market. Additionally, we have seen improvement in our product mix as we transition to our new window platform. Compared to the prior year quarter, net sales were negatively impacted by $2.8 million due to a weaker Canadian dollar in 2014.

Gross profit in the second quarter of 2014 was $72.0 million, or 22.5%, of net sales, compared to gross profit of $82.2 million, or 25.3%, of net sales, for the same period in 2013. The decrease of $10.2 million in gross profit was primarily driven by incremental costs of $2.6 million directly associated with the launch of our new window platform in 2014, as well as manufacturing inefficiencies of approximately $3 million in our window plants primarily as a result of the launch. We also experienced higher cost for certain materials of $2.2 million, unfavorable volume impacts of $2.2 million due to lower sales in metal, vinyl siding and third-party manufactured products, and increased freight costs of $1.2 million. These decreases were partially offset by a favorable impact of $1.2 million attributable to improved pricing to offset increase in raw materials and product mix as we transition to our new window platform. For the quarter ended June 28, 2014, a weaker Canadian dollar negatively impacted our gross margin by $2.2 million compared to the prior year quarter.

SG&A expenses were $60.3 million, or 18.8%, of net sales, for the second quarter of 2014 versus $62.8 million, or 19.3%, of net sales, for the same period in 2013. The decrease of $2.5 million in SG&A expenses was primarily due to a $2.6 million decrease in compensation costs under the performance-based incentive compensation program, a $1.9 million decrease in certain professional fees associated with cost savings initiatives, and lower pension expenses and executive officer separation and hiring costs of $0.4 million each. These decreases were partially offset by a $0.9 million increase in payroll costs related to a change of employment classification from exempt to non-exempt for certain non-managerial U.S. supply center-based employees, a $0.7 million increase in marketing-related costs supporting the launch of our new window platform, a $0.6 million increase in bad debt expense and a $0.6 million increase in employee compensation primarily attributable to higher supply center headcount to support our supply center and ISS business. Compared to the prior year quarter, SG&A expenses were favorably impacted by $0.6 million due to a weaker Canadian dollar in 2014.

Income from operations was $11.7 million for the quarter ended June 28, 2014 and $19.4 million for the quarter ended June 29, 2013.

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Interest expense was $20.8 million and $20.4 million for the quarters ended June 28, 2014 and June 29, 2013, respectively. The $0.4 million increase in interest expense primarily relates to the additional $100 million of 9.125% Senior Secured Notes issued on May 1, 2013.

The income tax expense of $1.3 million for the second quarter of 2014 reflected a negative effective income tax rate of 14.2%, whereas the income tax expense of $2.0 million for the same period in 2013 reflected a negative effective income tax rate of 166.7%. The effective tax rates for both periods vary from the statutory rate primarily as a result of operating losses in the U.S. with no tax benefit recognized due to the valuation allowance against net U.S. deferred tax assets and income tax expense on foreign income.

Net loss for the quarter ended June 28, 2014 was $10.6 million compared to a net loss of $3.1 million for the same period in 2013.

Six Months Ended June 28, 2014 Compared to Six Months Ended June 29, 2013

Net sales were $516.5 million for the six months ended June 28, 2014, a decrease of $17.1 million, or 3.2%, compared to $533.6 million for the same period in 2013. The decrease was primarily due to a $13.1 million, or 9.3%, decline in net sales for third-party manufactured products, mainly in our roofing business, a $10.2 million, or 13.1%, decline in metal products sales, and a $7.1 million, or 7.1%, decrease in vinyl siding sales, compared to the prior year period. The volume shortfall in our third- party manufactured products reflected a longer than expected downturn in the residential roofing market. The decline in our metals business was a result of market conditions, as well as the impact of reduced volume from distributor customers. The severe weather during the first quarter of 2014 also negatively impacted our net sales for the six months ended June 28, 2014. Partially offsetting these decreases were a $7.6 million, or 18.7%, increase in net sales in our ISS business and a $5.8 million, or 3.4%, increase in vinyl window sales as a result of an increase in unit volume of approximately 4%. Both our ISS and windows businesses benefited from increased demand in the new construction market. Additionally, we have seen improvement in our product mix as we transition to our new window platform. Compared to the same period in 2013, net sales were negatively impacted by $5.8 million for the six months ended June 28, 2014 due to the weaker Canadian dollar in 2014.

Gross profit in the six months ended June 28, 2014 was $106.4 million, or 20.6%, of net sales, compared to gross profit of $126.9 million, or 23.8%, of net sales, for the same period in 2013. The decrease of $20.5 million in gross profit was primarily due to incremental costs of $5.7 million directly associated with the launch of our new window platform in 2014, as well as manufacturing inefficiencies of approximately $5 million in our window plants primarily as a result of the launch. The remainder of the decrease in gross profit was attributable to unfavorable volume impacts of $5.3 million due to declined sales in third-party manufactured products and metal and vinyl siding products, increased freight costs of $2.0 million, higher cost for certain materials of $1.5 million and strong demand in the lower-margin new construction market and customer mix of $1.6 million. For the six months ended June 28, 2014, a weaker Canadian dollar in 2014 negatively impacted our gross margin by $5.0 million compared to the prior year period.

SG&A expenses were $119.3 million, or 23.1%, of net sales, for the six months ended June 28, 2014 versus $119.6 million, or 22.4%, of net sales, for the same period in 2013. The decrease of $0.4 million in SG&A expenses was primarily due to a $2.9 million decrease in compensation costs under the performance-based incentive compensation program, a $1.4 million decrease in certain professional fees associated with cost savings initiatives, lower pension expenses of $0.8 million, lower depreciation expense of $0.4 million and decreased sales incentive costs of $0.3 million. These decreases were partially offset by a $2.1 million increase in marketing-related costs supporting the launch of our new window platform, a $1.6 million increase in executive officer separation and hiring costs, a $0.9 million increase in payroll costs related to a change of employment classification from exempt to non-exempt for certain non-managerial U.S. supply center-based employees and a $0.8 million increase in employee compensation primarily attributable to higher supply center headcount to support our supply center and ISS business. Compared to the prior year period, SG&A expenses were favorably impacted by $1.6 million due to a weaker Canadian dollar in 2014.

Loss from operations was $12.5 million for the six months ended June 28, 2014 and income from operations was $7.3 million for the six months ended June 29, 2013.

Interest expense was $41.1 million and $39.2 million for the six months ended June 28, 2014 and June 29, 2013, respectively. The $1.8 million increase in interest expense primarily relates to the additional $100 million of 9.125% senior secured notes issued on May 1, 2013.

The income tax expense of $2.8 million for the six months ended June 28, 2014 reflected a negative effective income tax rate of 5.1%, whereas the income tax expense of $2.1 million for the same period in 2013 reflected a negative effective income tax rate of 6.6%. The lower than statutory effective tax rate for both periods was primarily a result of operating losses in the U.S. with no tax benefit recognized due to the valuation allowance against net U.S. deferred tax assets and income tax expense on foreign income.

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Net loss for the six months ended June 28, 2014 was $57.0 million compared to a net loss of $34.5 million for the same period in 2013.

Recent Accounting Pronouncements

Step 1: Identify the contract(s) with the customer,

Step 2: Identify the separate performance obligations in the contract,

Step 3: Determine the transaction price,

Step 4: Allocate the transaction price to the separate performance obligations, and

Step 5: Recognize revenue when each performance obligation is satisfied.

The new standard also requires significantly more interim and annual disclosures. The new standard allows for either full retrospective or modified retrospective adoption. ASU 2014-09 is effective for fiscal years and interim periods within those years, beginning after December 15, 2016. We are currently assessing the potential impact of the new requirements under the standard.

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 eliminates diversity in practice in the presentation of unrecognized tax benefits. ASU 2013-11 requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit to be presented as a reduction to the related deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, unless a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position, or the entity does not intend to use the deferred tax asset for such purpose. ASU 2013-11 is effective for fiscal years and interim periods within those years, beginning after December 15, 2013. Adoption of the provisions of ASU 2013-11 at the beginning of 2014 did not have an impact on our consolidated financial position, results of operations or cash flows.

In February 2013, the FASB issued ASU No. 2013-04, Liability (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (“ASU 2013-04”). ASU 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of (a) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors. ASU 2013-04 is effective for fiscal years and interim periods within those years, beginning after December 15, 2013. Adoption of the provisions of ASU 2013-04 at the beginning of 2014 did not have an impact on our consolidated financial position, results of operations or cash flows.

Liquidity and Capital Resources

Cash Flows

The following sets forth a summary of our cash flows for the periods indicated (in thousands):



	Six Months Ended
	June 28, 2014			June 29, 2013
Net cash used in operating activities	$	(88,431	)	$	(39,964	)
Net cash used in investing activities	(5,238		)	(4,768		)
Net cash provided by financing activities	80,114			48,424

As of June 28, 2014, we had cash and cash equivalents of $6.7 million and $0.1 million in the United States and Canada, respectively. As of June 28, 2014, we had available borrowing capacity of $100.0 million under our ABL facilities, after giving effect to outstanding letters of credit and borrowing base limitations. We believe that borrowing capacity under the credit facilities and current cash and cash equivalents will provide sufficient liquidity to maintain our current operations and capital expenditure requirements and service our debt obligations for at least the next 12 months.

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Cash Flows from Operating Activities

Net cash used in operating activities was $88.4 million for the six months ended June 28, 2014, compared to $40.0 million for the same period in 2013, which was a $48.4 million increase in the use of cash from the comparable prior year period. Change in accounts receivable was a use of cash of $36.3 million for the six months ended June 28, 2014, compared to a use of cash of $37.9 million for the six months ended June 29, 2013. The net increase in cash flow from accounts receivable of $1.6 million reflected lower sales in the second quarter of 2014 compared to the prior year quarter as well as timing of collections from customers. Change in inventory was a use of cash of $46.5 million for the six months ended June 28, 2014, compared to a use of cash of $52.3 million for the six months ended June 29, 2013. The lower use of cash in the current year was primarily due to higher inventory levels at the end of 2013 compared to 2012 as a result of earlier purchases of certain raw materials, inventory build for our new window platform and higher inventory for third-party manufactured products, which led to a relatively lower use of cash during the current year first six months. This was partially offset by higher window inventory at the end of June 28, 2014 compared to June 29, 2013 due to window plant inefficiencies as a result of the launch of the new window platform in 2014. Change in accounts payable and accrued liabilities was a source of cash of $30.5 million for the six months ended June 28, 2014, compared to a source of cash of $68.2 million for the six months ended June 29, 2013, resulting in a net decrease in cash flows of $37.7 million. This decrease was primarily due to higher beginning accounts payable balances in the current year compared to the prior year driven by an increase in the volume of inventory purchases. Cash flows used in operating activities for the six months ended June 28, 2014 include income tax payments of $0.2 million compared to $3.1 million of income tax payments for the same period in 2013. The use of cash in the prior year period was primarily the result of a payment of withholding tax for a deemed dividend.

Cash Flows from Investing Activities

Net cash used in investing activities during the six months ended June 28, 2014 consisted of $5.2 million of capital expenditures primarily related to investments in our new window platform that we launched in 2014. During the six months ended June 29, 2013, net cash used in investing activities consisted of capital expenditures of $4.5 million primarily related to various investments at our manufacturing facilities and a supply center acquisition of $0.3 million.

Cash Flows from Financing Activities

Net cash provided by financing activities for the six months ended June 28, 2014 included borrowings of $121.2 million under our ABL facilities offset by repayments of $41.1 million. Net cash provided by financing activities for the six months ended June 29, 2013 included proceeds of $106.0 million from the issuance of the additional 9.125% Senior Secured Notes due 2017 on May 1, 2013, borrowings of $100.9 million under our ABL facilities and an equity contribution from Parent of $0.7 million. These inflows were partially offset by repayments of $154.2 million under our ABL facilities and $5.1 million of financing costs related to the issuance of the additional 9.125% Senior Secured Notes due 2017 and the amendment of our ABL facilities during the prior year second quarter.

Description of Our Indebtedness

9.125% Senior Secured Notes due 2017

In October 2010, our Company and our wholly owned subsidiary, AMH New Finance, Inc. (collectively, the “Issuers”) issued and sold $730.0 million of 9.125% Senior Secured Notes due November 1, 2017 (the “9.125% notes” or “notes”). The 9.125% notes bear interest at a rate of 9.125% per annum, payable on May 1 and November 1 each year, and are unconditionally guaranteed, jointly and severally, by each of the Issuers’ direct and indirect domestic subsidiaries that guarantees our obligations under the senior secured asset-based revolving credit facilities (the “ABL facilities”).

On May 1, 2013, the Issuers issued and sold an additional $100.0 million in aggregate principal amount of 9.125% notes (the “new notes”) at an issue price of 106.00% of the principal amount of the new notes in a private placement. We used the net proceeds of the offering to repay the outstanding borrowings under our ABL facilities and for other general corporate purposes. The new notes were issued as additional notes under the same indenture, dated as of October 13, 2010, governing the $730.0 million aggregate principal amount of 9.125% notes (the “existing notes”) issued in October 2010 in a private placement and subsequently registered under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by a supplemental indenture. The new notes are consolidated with and form a single class with the existing notes and have the same terms as to status, redemption, collateral and otherwise (other than issue date, issue price and first interest payment date) as the existing notes. The debt premium related to the issuance of the new notes is being amortized into interest expense over the life of the new notes. The unamortized premium of $4.6 million is included in the long-term debt balance for the 9.125% notes. The effective interest rate of the new notes, including the premium, is 7.5% as of June 28, 2014.

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We may from time to time, in our sole discretion, purchase, redeem or retire the 9.125% notes in privately negotiated or open market transactions, by tender offer or otherwise. On April 15, 2014, Parent filed a registration withdrawal request with the SEC to withdraw the Registration Statement on Form S-1 filed by Parent on July 15, 2013 for a proposed initial public offering of its commons stock. The Registration Statement is being withdrawn because a determination has been made not to proceed with an initial public offering of Parent’s common stock at this time.

ABL Facilities

In October 2010, we entered into the ABL facilities in the amount of $225.0 million (comprised of a $150.0 million U.S. facility and a $75.0 million Canadian facility) pursuant to a revolving credit agreement dated October 13, 2010, which was subsequently amended and restated on April 18, 2013 (the “Amended and Restated Revolving Credit Agreement”) to, among other things, extend the maturity date of the revolving credit agreement from October 13, 2015 to the earlier of (i) April 18, 2018 and (ii) 90 days prior to the maturity date of the existing notes. Subsequently, we terminated the tranche B revolving credit commitments of $12.0 million and wrote off $0.5 million of deferred financing fees related to the ABL facilities.

At our option, the U.S. and Canadian tranche A revolving credit loans under the Amended and Restated Revolving Credit Agreement governing the ABL facilities bear interest at the rate equal to (1) the London Interbank Offered Rate (“LIBOR”) (for eurodollar loans under the U.S. facility) or the Canadian Dealer Offered Rate (“CDOR”) (for loans under the Canadian facility), plus an applicable margin of 1.75% as of June 28, 2013, or (2) the alternate base rate (for alternate base rate loans under the U.S. facility, which is the highest of a prime rate, the Federal Funds Effective Rate plus 0.50% and a one-month LIBOR rate plus 1.0% per annum) or the alternate Canadian base rate (for loans under the Canadian facility, which is the higher of a Canadian prime rate and the 30-day CDOR plus 1.0%), plus an applicable margin of 0.75% as of June 28, 2013, in each case, which interest rate margin may vary in 25 basis point increments between three pricing levels determined by reference to the average excess availability in respect of the U.S. and Canadian tranche A revolving credit loans. In addition to paying interest on outstanding principal under the ABL facilities, we are required to pay a commitment fee in respect of the U.S. and Canadian tranche A revolving credit loans, payable quarterly in arrears, of 0.375%.

As of June 28, 2014, there was $80.2 million drawn under our ABL facilities and $100.0 million available for additional borrowings. The weighted average per annum interest rate applicable to borrowings under the U.S. portion and the Canadian portion of the ABL facilities was 3.3% and 4.0%, respectively, as of June 28, 2014. We had letters of credit outstanding of $12.9 million as of June 28, 2014 primarily securing insurance policy deductibles, certain lease facilities and our purchasing card program.

Covenant Compliance

There are no financial maintenance covenants included in the Amended and Restated Revolving Credit Agreement and the Indenture, other than a springing fixed charge coverage ratio of at least 1.00 to 1.00 under the Amended and Restated Credit Agreement, which is triggered as of the end of the most recently ended four consecutive fiscal quarter period for which financial statements have been delivered prior to such date of determination, only when excess availability is less than, the greater of (i) 10.0% of the sum of (x) the lesser of (A) the U.S. tranche A borrowing base and (B) the U.S. tranche A revolving credit commitments and (y) the lesser of (A) the Canadian tranche A borrowing base and (B) the Canadian tranche A revolving credit commitments and (ii) $20.0 million for a period of five consecutive business days until the 30th consecutive day when excess availability exceeds the above threshold. The fixed charge coverage ratio was 1.06:1.00 for the four consecutive fiscal quarter test period ended June 28, 2014. Our Amended and Restated Revolving Credit Agreement and the Indenture permit us to include run-rate cost savings in our calculation of Consolidated EBITDA in an amount, taken together with the amount of certain restructuring costs, up to 10% of Consolidated EBITDA for the relevant test period.

As of June 28, 2014, we have not triggered such fixed charge coverage ratio covenant for 2014, and we currently do not expect to be required to test such covenant for fiscal year 2014, although as of June 28, 2014, we would be in compliance with such covenant if it were required to be tested. Should economic conditions or other factors described herein cause our results of operations to deteriorate beyond our expectations, we may trigger such covenant and, if so triggered, may not be able to satisfy such covenant and be forced to refinance such debt or seek a waiver. Even if new financing is available, it may not be available on terms that are acceptable to us. If we are required to seek a waiver, we may be required to pay significant amounts to the lenders under our ABL facilities to obtain such a waiver.

In addition to the financial covenant described above, certain incurrences of debt and investments require compliance with financial covenants under the Amended and Restated Revolving Credit Agreement and the Indenture. The breach of any of these covenants could result in a default under the Amended and Restated Revolving Credit Agreement and the Indenture, and

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the lenders or note holders, as applicable, could elect to declare all amounts borrowed due and payable. See Part I, Item 1A. “Risk Factors” in our Annual Report. We were in compliance with our debt covenants as of June 28, 2014.

Valuation of Goodwill

We review goodwill for impairment on an annual basis at the beginning of the fourth quarter, or more frequently if events or circumstances change that would impact the value of these assets. The impairment test is conducted using an income approach. As we do not have a market for our equity, management performs the annual impairment analysis utilizing a discounted cash flow approach incorporating current estimates regarding performance and macroeconomic factors discounted at a weighted average cost of capital. The cash flow model used to derive fair value is most sensitive to the discount rate, long-term sales growth rate and forecasted operating margin assumptions used. Changes in these key assumptions could have resulted in our Company not passing Step 1 of the impairment test. We will continue to evaluate goodwill during future periods, as changes in our key assumptions for sales and earnings, as well as the economic condition of the residential housing and repair and remodeling markets, could result in non-cash impairment losses.

Effects of Inflation

The principal raw materials used by us are vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware, and packaging materials, as well as diesel fuel, all of which have historically been subject to price changes. Raw material pricing on our key commodities has fluctuated significantly over the past several years. Our freight costs may also fluctuate based on changes in gasoline and diesel fuel costs related to our trucking fleet. Our ability to maintain gross margin levels on our products during periods of rising raw material costs and freight costs depends on our ability to obtain selling price increases. Furthermore, the results of operations for individual quarters can and have been negatively impacted by a delay between the timing of raw material cost increases and price increases on our products. There can be no assurance that we will be able to maintain the selling price increases already implemented or achieve any future price increases. At June 28, 2014, we had no raw material hedge contracts in place.

Forward-Looking Statements

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


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


•	deteriorations in availability of consumer credit, employment trends, levels of consumer confidence and spending and consumer preferences;


•	increases in competition from other manufacturers of vinyl and metal exterior residential building products as well as alternative building products;


•	our substantial fixed costs;


•	delays in the development of new or improved products or our inability to successfully develop new or improved products;


•	changes in raw material costs and availability of raw materials and finished goods;


•	consolidation of our customers;


•	our substantial level of indebtedness;


•	increases in union organizing activity;


•	our ability to continuously improve organizational productivity and global supply chain efficiency and flexibility;


•	changes in weather conditions;


•	our history of operating losses;


•	our ability to attract and retain qualified personnel;


•	increases in our indebtedness;


•	our ability to comply with certain financial covenants in the Indenture and ABL facilities and the restrictions such covenants impose on our ability to operate our business;


•	in the event of default under the Indenture or the ABL facilities, the ability of creditors under the Indenture and the ABL facilities to foreclose on the capital stock of our operating subsidiaries;

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•	any impairment of goodwill or other intangible assets;


•	future recognition of our deferred tax assets;


•	increases in mortgage rates, changes in mortgage interest deductions and the reduced availability of financing;


•	our exposure to foreign currency exchange risk;


•	our control by investment funds affiliated with Hellman & Friedman, LLC; and


•	the other factors discussed under Part I, Item 1A. “Risk Factors” in our Annual Report and elsewhere in this report.

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Other sections of this report may include additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. The occurrence of the events described under Part 1, Item 1A. “Risk Factors” in our Annual Report and elsewhere in this report could have a material adverse effect on our business, results of operations and financial condition.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statement to actual results or to changes in our expectations.



Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

From time to time, we may have outstanding borrowings under our ABL facilities and may incur additional borrowings for general corporate purposes, including working capital and capital expenditures. As of June 28, 2014, the interest rate applicable to outstanding loans under the U.S. and Canadian tranche A revolving facilities is, at our option, equal to either a United States or Canadian adjusted base rate plus an applicable margin ranging from 0.75% to 1.25%, or LIBOR plus an applicable margin ranging from 1.75% to 2.25%, with the applicable margin in each case depending on our quarterly average “excess availability” as defined in the credit facilities.

As of June 28, 2014, we had borrowings outstanding of $80.2 million under the ABL facilities. The effect of a 1.00% increase or decrease in interest rates would increase or decrease the total annual interest expense by $0.8 million.

We have $830.0 million aggregate principal amount of 9.125% notes outstanding as of June 28, 2014 that bear a fixed interest rate of 9.125% and mature in 2017. The fair value of our 9.125% notes is sensitive to changes in interest rates. In addition, the fair value is affected by our overall credit rating, which could be impacted by changes in our future operating results. These notes have an estimated fair value of $863.2 million based on quoted market prices as of June 28, 2014.

Foreign Currency Exchange Risk

Our revenues are primarily from domestic customers and are realized in U.S. dollars. However, we realize revenues from sales made through our Canadian distribution centers in Canadian dollars. Our Canadian manufacturing facilities acquire raw materials and supplies from U.S. vendors, which results in foreign currency transactional gains and losses upon settlement of the obligations. Payment terms among Canadian manufacturing facilities and these vendors are short-term in nature. We may, from time to time, enter into foreign exchange forward contracts with maturities of less than three months to reduce our exposure to fluctuations in the Canadian dollar. As of June 28, 2014, we were a party to foreign exchange forward contracts for Canadian dollars, the value of which was $0.1 million.

A 10% strengthening or weakening from the levels experienced during 2014 of the U.S. dollar relative to the Canadian dollar would have resulted in a $4.0 million decrease or increase, respectively, in comprehensive loss for the six months ended June 28, 2014.

Commodity Price Risk

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See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Effects of Inflation” for a discussion of the market risk related to our principal raw materials (vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware and packaging materials) and diesel fuel.



Item 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

During the fiscal period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the fiscal period covered by this report, the disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the quarter ended June 28, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Items 2, 3, 4 and 5 are not applicable or the answer to such items is none; therefore, the items have been omitted and no reference is required in this Quarterly Report.



Item 1.	Legal Proceedings

We are involved from time to time in litigation arising in the ordinary course of business, none of which, individually or in the aggregate, after giving effect to existing insurance coverage, is expected to have a material adverse effect on our financial position, results of operations or liquidity. From time to time, we are also involved in proceedings and potential proceedings relating to environmental and product liability matters.

Environmental Claims

The Woodbridge, New Jersey facility is currently the subject of an investigation and/or remediation before the New Jersey Department of Environmental Protection (“NJDEP”) under ISRA Case No. E20030110 for our wholly owned subsidiary Gentek Building Products, Inc. (“Gentek”). The facility is currently leased by Gentek. Previous operations at the facility resulted in soil and groundwater contamination in certain areas of the property. In 1999, the property owner and Gentek signed a remediation agreement with NJDEP, pursuant to which the property owner and Gentek agreed to continue an investigation/remediation that had been commenced pursuant to a Memorandum of Agreement with NJDEP. Under the remediation agreement, NJDEP required posting of a remediation funding source of $0.1 million that was provided by Gentek under a self-guarantee as of December 31, 2011. In March 2012, the self-guarantee was replaced by a $0.2 million standby letter of credit provided to the NJDEP. In May 2013, the amount of the standby letter of credit was increased to $0.3 million. Although we have completed delineation studies and our evaluation of remedial alternatives is underway, it appears probable that a liability will be incurred and, as such, we have recorded a minimum liability of $0.3 million. We believe this matter will not have a material adverse effect on our financial position, results of operations or liquidity.

Environmental claims, product liability claims and other claims are administered by us in the ordinary course of business, and we maintain pollution and remediation and product liability insurance covering certain types of claims. Although it is difficult to estimate our potential exposure to these matters, we believe that the resolution of these matters will not have a material adverse effect on our financial position, results of operations or liquidity.



Item 1A.	Risk Factors

There have been no material changes to the risk factors disclosed in Part 1, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 28, 2013 filed with the Securities and Exchange Commission on March 21, 2014, which include detailed discussions of risk factors that could materially affect our business, financial condition or results of operations and are incorporated herein by reference.



Item 6.	Exhibits

See Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Quarterly Report on Form 10-Q, which Exhibit Index is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



			ASSOCIATED MATERIALS, LLC
			(Registrant)

Date:	August 4, 2014	By:	/s/ Paul Morrisroe
			Paul Morrisroe
			Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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EXHIBIT INDEX



Exhibit Number		Description

3.1		Certificate of Formation of Associated Materials, LLC (incorporated by reference to Exhibit 3.1 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on March 25, 2008).

3.2		Amended and Restated Limited Liability Company Agreement of Associated Materials, LLC (incorporated by reference to Exhibit 3.2 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on March 21, 2014).

10.1*		Chief Executive Officer Employment Agreement, dated as of March 24, 2014, between Associated Materials, LLC and Brian C. Strauss (incorporated by reference to Exhibit 10.1 to Associated Materials, LLC’s Current Report on Form 8-K, filed with the SEC on May 5, 2014).

31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1†		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS†		XBRL Instance Document.

101.SCH†		XBRL Taxonomy Extension Schema Document.

101.CAL†		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB†		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE†		XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF†		XBRL Taxonomy Extension Definition Linkbase Document.



*	Management contract or compensatory plan or arrangement.
†	This document is being furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986.

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