Attached files
file | filename |
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EX-31.1 - EXHIBIT 31.1 - AMH HOLDINGS, LLC | c04649exv31w1.htm |
EX-32.2 - EXHIBIT 32.2 - AMH HOLDINGS, LLC | c04649exv32w2.htm |
EX-32.1 - EXHIBIT 32.1 - AMH HOLDINGS, LLC | c04649exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - AMH HOLDINGS, LLC | c04649exv31w2.htm |
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 3, 2010
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 333-115543
AMH Holdings, LLC
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 16-1693178 | |
(State or Other Jurisdiction of Incorporation of Organization) | (I.R.S. Employer Identification No.) | |
3773 State Rd. Cuyahoga Falls, Ohio | 44223 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code (330) 929 -1811
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
As of August 11, 2010 all of the registrants membership interests outstanding were held by
an affiliate of the Registrant.
AMH HOLDINGS, LLC
REPORT FOR THE QUARTER ENDED JULY 3, 2010
REPORT FOR THE QUARTER ENDED JULY 3, 2010
Page No. | ||||||||
1 | ||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
19 | ||||||||
32 | ||||||||
32 | ||||||||
34 | ||||||||
35 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMH HOLDINGS, LLC
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(In thousands)
July 3, | January 2, | |||||||
2010 | 2010 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 32,192 | $ | 55,855 | ||||
Accounts receivable, net |
159,762 | 114,355 | ||||||
Inventories |
158,717 | 115,394 | ||||||
Deferred income taxes |
5,550 | 3,341 | ||||||
Prepaid expenses |
8,868 | 8,945 | ||||||
Total current assets |
365,089 | 297,890 | ||||||
Property, plant and equipment, net |
107,067 | 109,037 | ||||||
Goodwill |
231,271 | 231,263 | ||||||
Other intangible assets, net |
94,676 | 96,081 | ||||||
Receivable from parent |
27,646 | 27,237 | ||||||
Other assets |
22,160 | 24,217 | ||||||
Total assets |
$ | 847,909 | $ | 785,725 | ||||
Liabilities and Members Equity (Deficit) |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 150,055 | $ | 87,580 | ||||
Payable to parent |
9,789 | 14,848 | ||||||
Accrued liabilities |
71,266 | 73,087 | ||||||
Deferred income taxes |
| 2,312 | ||||||
Income taxes payable |
580 | 1,112 | ||||||
Total current liabilities |
231,690 | 178,939 | ||||||
Deferred income taxes |
39,945 | 34,977 | ||||||
Other liabilities |
59,957 | 61,326 | ||||||
Long-term debt |
643,679 | 638,552 | ||||||
Members deficit |
(127,362 | ) | (128,069 | ) | ||||
Total liabilities and members deficit |
$ | 847,909 | $ | 785,725 | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
1
Table of Contents
AMH HOLDINGS, LLC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(In thousands)
Quarters Ended | Six Months Ended | |||||||||||||||
July 3, | July 4, | July 3, | July 4, | |||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net sales |
$ | 328,322 | $ | 274,969 | $ | 532,559 | $ | 447,301 | ||||||||
Cost of sales |
236,464 | 196,988 | 392,262 | 339,067 | ||||||||||||
Gross profit |
91,858 | 77,981 | 140,297 | 108,234 | ||||||||||||
Selling, general and administrative expenses |
53,589 | 51,297 | 101,070 | 99,795 | ||||||||||||
Gain on debt extinguishment |
| 8,897 | | 8,897 | ||||||||||||
Manufacturing restructuring costs |
| 5,255 | | 5,255 | ||||||||||||
Income from operations |
38,269 | 30,326 | 39,227 | 12,081 | ||||||||||||
Interest expense, net |
18,718 | 18,015 | 37,335 | 35,701 | ||||||||||||
Foreign currency loss (gain) |
70 | (274 | ) | (52 | ) | (222 | ) | |||||||||
Income (loss) before income taxes |
19,481 | 12,585 | 1,944 | (23,398 | ) | |||||||||||
Income tax (benefit) provision |
(300 | ) | 3,249 | 778 | 2,254 | |||||||||||
Net income (loss) |
$ | 19,781 | $ | 9,336 | $ | 1,166 | $ | (25,652 | ) | |||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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Table of Contents
AMH HOLDINGS, LLC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(In thousands)
Six Months Ended | ||||||||
July 3, | July 4, | |||||||
2010 | 2009 | |||||||
Operating Activities |
||||||||
Net income (loss) |
$ | 1,166 | $ | (25,652 | ) | |||
Adjustments to reconcile net income (loss) to net cash (used in) provided by
operating activities: |
||||||||
Depreciation and amortization |
11,266 | 10,945 | ||||||
Deferred income taxes |
261 | 5,039 | ||||||
Provision for losses on accounts receivable |
1,974 | 7,231 | ||||||
Amortization of deferred financing costs |
2,278 | 9,437 | ||||||
Amortization of management fee |
| 250 | ||||||
Non-cash interest income |
(409 | ) | | |||||
Non-cash portion of manufacturing restructuring costs |
| 5,255 | ||||||
Non-cash portion of gain on debt extinguishment |
| (8,897 | ) | |||||
Debt accretion |
127 | | ||||||
Loss on sale or disposal of assets other than by sale |
27 | 56 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(48,448 | ) | (32,519 | ) | ||||
Inventories |
(43,764 | ) | 7,200 | |||||
Accounts payable and accrued liabilities |
61,014 | 69,903 | ||||||
Income taxes receivable/payable and payable to parent |
(5,697 | ) | (6,613 | ) | ||||
Other |
882 | 2,536 | ||||||
Net cash (used in) provided by operating activities |
(19,323 | ) | 44,171 | |||||
Investing Activities |
||||||||
Additions to property, plant and equipment |
(8,263 | ) | (2,381 | ) | ||||
Net cash used in investing activities |
(8,263 | ) | (2,381 | ) | ||||
Financing Activities |
||||||||
Net borrowings (repayments) under ABL Facility |
5,000 | (16,500 | ) | |||||
AMH II intercompany loan |
| (26,833 | ) | |||||
Issuance of senior subordinated notes |
| 20,000 | ||||||
Financing costs |
(106 | ) | (5,014 | ) | ||||
Dividends paid |
| (4,269 | ) | |||||
Net cash provided by (used in) financing activities |
4,894 | (32,616 | ) | |||||
Effect of exchange rate changes on cash and cash equivalents |
(971 | ) | (142 | ) | ||||
Net (decrease) increase in cash and cash equivalents |
(23,663 | ) | 9,032 | |||||
Cash and cash equivalents at beginning of period |
55,855 | 6,709 | ||||||
Cash and cash equivalents at end of period |
$ | 32,192 | $ | 15,741 | ||||
Supplemental information: |
||||||||
Cash paid for interest |
$ | 35,837 | $ | 9,598 | ||||
Cash paid for income taxes |
$ | 6,214 | $ | 3,828 | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
3
Table of Contents
AMH HOLDINGS, LLC
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JULY 3, 2010
FOR THE QUARTER ENDED JULY 3, 2010
Note 1 Basis of Presentation
AMH Holdings, LLC (AMH), formerly AMH Holdings, Inc., was created on February 19, 2004. AMH
has no material assets or operations other than its 100% ownership of Associated Materials
Holdings, LLC (Holdings), which in turn has no material assets or operations other than its 100%
ownership of Associated Materials, LLC (Associated Materials). AMH, Holdings and Associated
Materials are collectively referred to as the Company. The Company is a wholly owned subsidiary
of AMH Holdings II, Inc. (AMH II), which is controlled by affiliates of Investcorp S.A.
(Investcorp) and Harvest Partners, L.P. (Harvest Partners). Holdings, AMH and AMH II do not
have material assets or operations other than a direct or indirect ownership of the membership
interest of Associated Materials.
The unaudited condensed consolidated financial statements of the Company have been prepared in
accordance with U.S. generally accepted accounting principles 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 U.S. generally accepted accounting principles for
complete financial statements. In the opinion of management, these interim condensed consolidated
financial statements contain all of the normal recurring accruals and adjustments considered
necessary for a fair presentation of the unaudited results for the quarter and six months ended
July 3, 2010 and July 4, 2009. These financial statements should be read in conjunction with the
Companys audited financial statements and notes thereto included in its Annual Report on Form 10-K
for the year ended January 2, 2010. A detailed description of the Companys significant accounting
policies and management judgments is located in the audited financial statements for the year ended
January 2, 2010, included in the Companys Form 10-K filed with the Securities and Exchange
Commission.
Associated Materials is a leading, vertically integrated manufacturer and distributor of
exterior residential building products in the United States and Canada. Associated Materials core
products include vinyl windows, vinyl siding, aluminum trim coil, and aluminum and steel siding and
accessories. Because most of the Companys building products are intended for exterior use, the
Companys sales and operating profits tend to be lower during periods of inclement weather.
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 January 2010, the Financial Accounting Standards Board (FASB) amended the guidance on
fair value to add new requirements for disclosures about transfers into and out of Levels 1 and 2
and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3
measurements. It also clarified existing fair value disclosures about the level of disaggregation
and about inputs and valuation techniques used to measure fair value. The amendment also revised
the guidance on employers disclosures about postretirement benefit plan assets to require that
disclosures be provided by classes of assets instead of by major categories of assets. The new
guidance is effective for the first reporting period beginning after December 15, 2009, except for
the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on
a gross basis, which will be effective for fiscal years beginning after December 15, 2010, and for
interim periods within those fiscal years. The Company adopted the provisions of the guidance
required for the period beginning in 2010; however, adoption of this amendment did not have a
material impact on the Companys consolidated financial statements.
In April 2010, the FASB issued Accounting Standards Update 2010-12 (ASU 2010-12), Income
Taxes (Topic 740): Accounting for Certain Tax Effects of the 2010 Health Care Reform Acts. On
March 30, 2010, the President of the United States signed the Health Care and Education
Reconciliation Act of 2010, which is a reconciliation bill that amends the Patient Protection and
Affordable Care Act that was signed on March 23, 2010 (collectively, the Acts). ASU No. 2010-12 allows
entities to consider the two Acts together for accounting purposes. Upon adoption, the elimination
of the future tax deduction for prescription drug costs associated with the Companys
post-retirement medical and dental plans was not material to the Companys financial position,
results of operations or cash flows. The Company is currently evaluating the potential impact of
other sections of the legislation, but does not anticipate that the adoption would have a material
impact on the consolidated financial statements.
4
Table of Contents
Note 2 Inventories
Inventories are valued at the lower of cost (first in, first out) or market. Inventories
consist of the following (in thousands):
July 3, | January 2, | |||||||
2010 | 2010 | |||||||
Raw materials |
$ | 33,118 | $ | 28,693 | ||||
Work-in-process |
9,840 | 8,552 | ||||||
Finished goods and purchased stock |
115,759 | 78,149 | ||||||
$ | 158,717 | $ | 115,394 | |||||
Note 3 Goodwill and Other Intangible Assets
Goodwill represents the purchase price in excess of the fair value of the tangible and
intangible net assets acquired in a business combination. Goodwill of $231.3 million as of July 3,
2010 and January 2, 2010 consisted of $194.8 million from the April 2002 merger transaction and $36.5 million from the
acquisition of Gentek Holdings, Inc. (Gentek). The impact of foreign currency translation decreased the carrying value of
Gentek goodwill by less than $0.1 million during the six months ended July 3, 2010. None of the
Companys goodwill is deductible for income tax purposes. The Companys other intangible assets
consist of the following (in thousands):
Average | ||||||||||||||||||||||||||||
Amortization | July 3, 2010 | January 2, 2010 | ||||||||||||||||||||||||||
Period | Accumulated | Net Carrying | Accumulated | Net Carrying | ||||||||||||||||||||||||
(in Years) | Cost | Amortization | Value | Cost | Amortization | Value | ||||||||||||||||||||||
Trademarks |
15 | $ | 28,070 | $ | 15,014 | $ | 13,056 | $ | 28,070 | $ | 14,087 | $ | 13,983 | |||||||||||||||
Patents |
10 | 6,230 | 5,092 | 1,138 | 6,230 | 4,781 | 1,449 | |||||||||||||||||||||
Customer base |
7 | 5,114 | 4,642 | 472 | 5,137 | 4,498 | 639 | |||||||||||||||||||||
Total amortized
intangible assets |
39,414 | 24,748 | 14,666 | 39,437 | 23,366 | 16,071 | ||||||||||||||||||||||
Non-amortized trade names |
80,010 | | 80,010 | 80,010 | | 80,010 | ||||||||||||||||||||||
Total intangible assets |
$ | 119,424 | $ | 24,748 | $ | 94,676 | $ | 119,447 | $ | 23,366 | $ | 96,081 | ||||||||||||||||
The Companys non-amortized intangible assets consist of the Alside®,
Revere® and Gentek® trade names and are tested for impairment at least
annually.
Finite-lived intangible assets are amortized on a straight-line basis over their estimated
useful lives. Amortization expense related to intangible assets was approximately $0.7 million and
$0.8 million for the quarters ended July 3, 2010 and July 4, 2009, respectively. Amortization
expense related to intangible assets was approximately $1.4 million and $1.5 million for the six
months ended July 3, 2010 and July 4, 2009, respectively. The foreign currency translation impact
on the cost and accumulated amortization of intangibles was less than $0.1 million for the quarter
ended July 3, 2010. Amortization expense is expected to be approximately $1.3 million for the
remainder of fiscal 2010. Amortization expense for fiscal years 2011, 2012, 2013 and 2014 is
estimated to be $2.7 million, $2.2 million, $1.9 million and $1.9 million, respectively.
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Note 4 Long-Term Debt
Long-term debt consists of the following (in thousands):
July 3, | January 2, | |||||||
2010 | 2010 | |||||||
9.875% notes |
$ | 197,679 | $ | 197,552 | ||||
11.25% notes |
431,000 | 431,000 | ||||||
Borrowings under the ABL Facility |
15,000 | 10,000 | ||||||
Total long-term debt |
$ | 643,679 | $ | 638,552 | ||||
9.875% Notes
On November 5, 2009, Associated Materials issued in a private offering $200.0 million of its
9.875% Senior Secured Second Lien Notes due 2016. In February 2010, Associated Materials completed
the offer to exchange all of its outstanding privately placed 9.875% Senior Secured Second Lien
Notes due 2016 for newly registered 9.875% Senior Secured Second Lien Notes due 2016 (the 9.875%
notes). The 9.875% notes were issued by Associated Materials and Associated Materials Finance,
Inc., a wholly owned subsidiary of Associated Materials (collectively, the Issuers). The 9.875%
notes were originally issued at a price of 98.757%. The net proceeds from the offering were used
to discharge and redeem Associated Materials outstanding 9 3/4% Senior Subordinated Notes due 2012
(the 9.75% notes) and its outstanding 15% Senior Subordinated Notes due 2012 (the 15% notes),
and to pay fees and expenses related to the offering. As of July 3, 2010, the accreted balance of
the 9.875% notes, net of the original issue discount, was $197.7 million. Interest on the 9.875%
notes is payable semi-annually in arrears on May 15th and November 15th of each year, with the first interest
payment made on May 15, 2010.
The Issuers are required to redeem the 9.875% notes no later than December 1, 2013, if as of
October 15, 2013, AMHs 11 1/4% Senior Discount Notes due 2014 (the 11.25% notes) remain
outstanding, unless discharged or defeased, or if any indebtedness incurred by the Issuers or any
of their holding companies to refinance such AMH 11.25% notes matures prior to the maturity date of
the 9.875% notes. As of July 3, 2010, AMH had $431.0 million in aggregate principal amount of its
11.25% notes outstanding. Prior to November 15, 2012, the Issuers may redeem all or a portion of
the 9.875% notes at any time or from time to time at a price equal to 100% of the principal amount
of the 9.875% notes plus accrued and unpaid interest, plus a make-whole premium. Beginning on
November 15, 2012, the Issuers may redeem all or a portion of the 9.875% notes at a redemption
price of 107.406%. The redemption price declines to 104.938% at November 15, 2013, to 102.469% at
November 15, 2014 and to 100% on November 15, 2015 for the remaining life of the 9.875% notes. In
addition, on or prior to November 15, 2012, the Issuers may redeem up to 35% of the 9.875% notes
using the proceeds of certain equity offerings at a redemption price equal to 100% of the aggregate
principal amount thereof, plus a premium equal to the interest rate per annum on the 9.875% notes,
plus accrued and unpaid interest, if any, to the date of redemption.
The 9.875% notes are senior obligations and rank equally in right of payment with all of the
Issuers existing and future senior indebtedness and senior in right of payment to all of the
Issuers future subordinated indebtedness. The 9.875% notes are guaranteed on a senior basis by all
of Associated Materials existing and future domestic restricted subsidiaries, other than
Associated Materials Finance, Inc. (the Subsidiary Guarantors), that guarantee or are otherwise
obligors under Associated Materials asset-based credit facility (the ABL Facility). The 9.875%
notes and guarantees are structurally subordinated to all of the liabilities of Associated
Materials non-guarantor subsidiaries, including all Canadian subsidiaries of Associated Materials.
The 9.875% notes and related guarantees are secured, subject to certain permitted liens, by
second-priority liens on the assets that secure the ABL Facilitys indebtedness, namely all of the
Issuers and their U.S. subsidiaries tangible and intangible assets. The 9.875% notes are
effectively senior to all of Associated Materials and the Subsidiary Guarantors existing or
future unsecured indebtedness to the extent of the value of such collateral, after giving effect to
first-priority liens on such collateral securing the U.S. portion of the ABL Facility.
The indenture governing the 9.875% notes contains covenants that, among other things, limit
the ability of the Issuers and of certain restricted subsidiaries to incur additional indebtedness,
make loans or advances to or other investments in subsidiaries and other entities, sell its assets
or declare dividends. If an event of default occurs, the trustee or holders of 25% or more in
aggregate principal amount of the notes may accelerate the notes. If an event of default relates to
certain events of bankruptcy,
insolvency or reorganization, the 9.875% notes will automatically accelerate without any
further action required by the trustee or holders of the 9.875% notes.
The fair value of the 9.875% notes was $214.5 million and $197.5 million at July 3, 2010 and
January 2, 2010, respectively. In accordance with the principles described in the FASB ASC 820,
Fair Value Measurements and Disclosures (ASC 820), the fair value of the 9.875% notes as of July
3, 2010 was measured using Level 1 inputs of quoted prices in active markets. The fair value of the
9.875% notes as of January 2, 2010 was based upon the pricing determined in the private offering of
the 9.875% notes at the time of issuance in November 2009.
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ABL Facility
Associated Materials ABL Facility provides for a senior secured asset-based revolving credit
facility of up to $225.0 million, comprising a $165.0 million U.S. facility and a $60.0 million
Canadian facility, in each case subject to borrowing base availability under the applicable
facility. Pursuant to an amendment to the ABL Facility (the ABL Facility Amendment) entered into
in connection with the issuance of the 9.875% notes, effective November 5, 2009, the maturity date
of the ABL Facility is the earliest of (i) October 3, 2013 and (ii) the date three months prior to
the stated maturity date of the 9.875% notes (as amended, supplemented or replaced), if any such
notes remain outstanding at such date taking into account any stated maturity dates which may be
contingent, conditional or alternative. As of July 3, 2010, there was $15.0 million drawn under the
ABL Facility and $158.0 million available for additional borrowing.
The obligations of Associated Materials, Gentek Building Products, Inc., Associated Materials
Canada Limited, and Gentek Building Products Limited Partnership as borrowers under the ABL
Facility, are jointly and severally guaranteed by Holdings and by Associated Materials wholly
owned domestic subsidiaries, Gentek Holdings, LLC and Associated Materials Finance, Inc. (formerly
Alside, Inc.). Such obligations and guaranties are also secured by (i) a security interest in
substantially all of the owned real and personal assets (tangible and intangible) of Associated
Materials, Holdings, Gentek Building Products, Inc., Gentek Holdings, LLC and Associated Materials
Finance, Inc. and (ii) a pledge of up to 65% of the voting stock of Associated Materials Canada
Limited and Gentek Canada Holdings Limited. The obligations of Associated Materials Canada Limited
and Gentek Building Products Limited Partnership are further secured by a security interest in
their owned real and personal assets (tangible and intangible) and are guaranteed by Gentek Canada
Holdings Limited, an entity formed as part of the Canadian Reorganization.
The interest rate applicable to outstanding loans under the ABL Facility is, at Associated
Materials option, equal to either a U.S. or Canadian adjusted base rate or a Eurodollar base rate
plus an applicable margin. Pursuant to the ABL Amendment, the applicable margin related to
adjusted base rate loans ranges from 1.25% to 2.25%, and the applicable margin related to LIBOR
loans ranges from 3.00% to 4.00%, with the applicable margin in each case depending on Associated
Materials quarterly average excess availability.
As of July 3, 2010, the per annum interest rate applicable to borrowings under the ABL
Facility was 5%. The weighted average interest rate for borrowings under the ABL Facility was 5.2%
for the quarter ended July 3, 2010. As of July 3, 2010, Associated Materials had letters of credit
outstanding of $9.1 million primarily securing deductibles of various insurance policies.
Associated Materials is required to pay a commitment fee of 0.50% to 0.75% per annum on any unused
amounts under the ABL Facility.
The ABL Facility does not require Associated Materials to comply with any financial
maintenance covenants, unless it has less than $28.1 million of aggregate excess availability at
any time (or less than $20.6 million of excess availability under the U.S. facility or less than
$7.5 million of excess availability under the Canadian facility), during which time Associated
Materials is subject to compliance with a fixed charge coverage ratio covenant of 1.1 to 1. As of
July 3, 2010, Associated Materials exceeded the minimum aggregate excess availability thresholds,
and therefore, was not required to comply with this maintenance covenant.
Under the ABL Facility restricted payments covenant, subject to specified exceptions,
Holdings, Associated Materials and its restricted subsidiaries cannot make restricted payments,
such as dividends or distributions on equity, redemptions or repurchases of equity, or payments of
certain management or advisory fees or other extraordinary forms of compensation, unless prior
written notice is given and certain EBITDA and availability thresholds are met. If an event of
default under the ABL Facility occurs and is continuing, amounts outstanding under the ABL Facility
may be accelerated upon notice, in which case the obligations of the lenders to make loans and
arrange for letters of credit under the ABL Facility would cease. If an event of default relates
to certain events of bankruptcy, insolvency or reorganization of Holdings, Associated Materials, or
the other borrowers and guarantors under the ABL Facility, the payment obligations of the
borrowers under the ABL Facility will become automatically due and payable without any further
action required.
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Table of Contents
11.25% Notes
In March, 2004, AMH issued $446.0 million aggregate principal at maturity in 2014 of 11.25%
notes. Prior to March 1, 2009, interest accrued at a rate of 11.25% per annum on the 11.25% notes
in the form of an increase in the accreted value of the 11.25% notes. Since March 1, 2009, cash
interest has been accruing at a rate of 11.25% per annum on the 11.25% notes and is payable
semi-annually in arrears on March 1st and September 1st of each year, with the first payment of
cash interest under the 11.25% notes paid on September 1, 2009. The 11.25% notes mature on March 1,
2014. The 11.25% notes are structurally subordinated to all existing and future debt and other
liabilities of AMHs existing and future subsidiaries, including Associated Materials and Holdings.
As of July 3, 2010, AMH had $431.0 million in aggregate principal amount of its 11.25% notes
outstanding.
The fair value of the 11.25% notes was $438.5 million and $415.9 million at July 3, 2010
and January 2, 2010, respectively. In accordance with the principles described in ASC 820, the
fair value of the 11.25% notes was measured using Level 1 inputs of quoted prices in active
markets.
Parent Company Indebtedness
In connection with a December 2004 recapitalization transaction, AMHs parent company AMH II
was formed, and AMH II subsequently issued $75.0 million of 13.625% Senior Notes due 2014 (the
13.625% notes). In June 2009, AMH II entered into an exchange agreement pursuant to which it
paid $20.0 million in cash and issued $13.066 million original principal amount of its 20% Senior
Notes due 2014 (the 20% notes) in exchange for all of its outstanding 13.625% notes. Interest
on AMH IIs 20% notes is payable in cash semi-annually in arrears or may be added to the then
outstanding principal amount of the 20% notes and paid at maturity on December 1, 2014. The debt
restructuring transaction was accounted for in accordance with the principles described in FASB ASC
470-60, Troubled Debt Restructurings by Debtors (ASC
470-60). As of July 3, 2010, AMH
II has recorded liabilities for the $13.066 million original principal amount and $23.7 million of
accrued interest related to all future interest payments on its 20% notes in accordance with ASC
470-60. As of July 3, 2010, total AMH II debt, including that of its consolidated subsidiaries,
was approximately $680.5 million, which includes $23.7 million of accrued interest related to all
future interest payments on AMH IIs 20% notes.
Because AMH II has no independent operations, it is dependent upon distributions, payments and
loans from Associated Materials to service its indebtedness under the 20% notes. However, unlike
AMH IIs previously outstanding 13.625% notes, all of which were exchanged for the 20% notes in
June 2009, interest on AMH IIs 20% notes may be added to the then outstanding principal amount of
the 20% notes and paid at maturity on December 1, 2014.
In June 2009, at the time Associated Materials entered into the purchase agreement pursuant to
which it issued its 15% notes (which were redeemed and discharged in connection with the issuance
of the 9.875% notes in November 2009), Associated Materials entered into an intercompany loan
agreement with AMH II, pursuant to which Associated Materials agreed to periodically make loans to
AMH II in an amount not to exceed an aggregate outstanding principal amount of approximately $33.0
million at any one time, plus accrued interest. Interest accrues at a rate of 3% per annum and is
added to the then outstanding principal amount on a semi-annual basis. The principal amount and
accrued but unpaid interest thereon will mature on May 1, 2015. As of July 3, 2010, the principal
amount of borrowings by AMH II under this intercompany loan agreement and accrued interest thereon
was $27.6 million. Associated Materials believes that AMH II will have the ability to repay the
loan in accordance with its stated terms. Due to the related party nature and the underlying terms
of the intercompany loan with AMH II, Associated Materials has deemed it not practical to assign
and disclose a fair value estimate.
8
Table of Contents
Note 5 Comprehensive Income (Loss)
Comprehensive income (loss) differs from net income (loss) due to the reclassification of
actuarial gains or losses and prior service costs associated with the Companys pension and other
postretirement plans and foreign currency translation adjustments as follows (in thousands):
Quarters Ended | Six Months Ended | |||||||||||||||
July 3, | July 4, | July 3, | July 4, | |||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net income (loss) |
$ | 19,781 | $ | 9,336 | $ | 1,166 | $ | (25,652 | ) | |||||||
Unrecognized prior service cost and net loss |
240 | 254 | 482 | 511 | ||||||||||||
Foreign currency translation adjustments |
(3,803 | ) | 3,544 | (939 | ) | 2,742 | ||||||||||
Comprehensive income (loss) |
$ | 16,218 | $ | 13,134 | $ | 709 | $ | (22,399 | ) | |||||||
Note 6 Retirement Plans
The Companys Alside division sponsors a defined benefit pension plan which covers hourly
workers at its plant in West Salem, Ohio and a defined benefit retirement plan covering salaried
employees, which was frozen in 1998 and subsequently replaced with a defined contribution plan. The
Companys Gentek subsidiary sponsors a defined benefit pension plan for hourly union employees at
its Woodbridge, New Jersey plant (together with the Alside sponsored defined benefit plans, the
Domestic Plans) as well as a defined benefit pension plan covering Gentek Canadian salaried
employees and hourly union employees at the Lambeth, Ontario plant, a defined benefit pension plan
for the hourly union employees at its Burlington, Ontario plant and a defined benefit pension plan
for the hourly union employees at its Pointe Claire, Quebec plant (the Foreign Plans). Accrued
pension liabilities are included in accrued and other long-term liabilities in the accompanying
balance sheets. The actuarial valuation measurement date for the defined benefit pension plans is
December 31st. Components of defined benefit pension plan costs are as follows (in thousands):
Quarters Ended | ||||||||||||||||
July 3, 2010 | July 4, 2009 | |||||||||||||||
Domestic | Foreign | Domestic | Foreign | |||||||||||||
Plans | Plans | Plans | Plans | |||||||||||||
Net periodic pension cost |
||||||||||||||||
Service cost |
$ | 155 | $ | 593 | $ | 146 | $ | 354 | ||||||||
Interest cost |
778 | 887 | 783 | 787 | ||||||||||||
Expected return on assets |
(760 | ) | (852 | ) | (674 | ) | (667 | ) | ||||||||
Amortization of prior service costs |
7 | 11 | 8 | 7 | ||||||||||||
Amortization of unrecognized net loss |
303 | 48 | 375 | 15 | ||||||||||||
Net periodic pension cost |
$ | 483 | $ | 687 | $ | 638 | $ | 496 | ||||||||
Six Months Ended | ||||||||||||||||
July 3, 2010 | July 4, 2009 | |||||||||||||||
Domestic | Foreign | Domestic | Foreign | |||||||||||||
Plans | Plans | Plans | Plans | |||||||||||||
Net periodic pension cost |
||||||||||||||||
Service cost |
$ | 310 | $ | 1,197 | $ | 292 | $ | 678 | ||||||||
Interest cost |
1,556 | 1,790 | 1,566 | 1,509 | ||||||||||||
Expected return on assets |
(1,520 | ) | (1,719 | ) | (1,348 | ) | (1,279 | ) | ||||||||
Amortization of prior service costs |
14 | 22 | 16 | 14 | ||||||||||||
Amortization of unrecognized net loss |
606 | 96 | 750 | 28 | ||||||||||||
Net periodic pension cost |
$ | 966 | $ | 1,386 | $ | 1,276 | $ | 950 | ||||||||
In March 2010, the President signed into law the Patient Protection and Affordable Care Act
(PPACA) and the Health Care and Education Reconciliation Act of 2010 (Reconciliation Act). The
PPACA and Reconciliation Act include provisions that will reduce the tax benefits available to
employers that receive Medicare Part D subsidies. During the first quarter of 2010, the Company
recognized a $0.1 million impact on its deferred tax asset as a result of the reduced deductibility
of the subsidy.
9
Table of Contents
The 2008 decline in market conditions resulted in significant decreased valuations of the
Companys pension plan assets. Based on the partial recovery of plan asset returns towards the end
of 2009, the plans actuarial valuations and current pension funding legislation, the Company does
not currently anticipate significant changes to current cash contribution levels for the remainder
of 2010. However, the Company currently anticipates additional cash contributions may be required
in 2011 to avoid certain funding-based benefit limitations as required under current pension law.
Although changes in market conditions and current pension law and uncertainties regarding
significant assumptions used in the actuarial valuations may have a material impact on future
required contributions to the Companys 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. As disclosed in the Companys 2009 Annual
Report on Form 10-K, the sensitivity of these estimates and assumptions are not expected to have a
material impact on the Companys 2010 pension expense and funding requirements.
Note 7 Business Segments
The Company is in the single business of manufacturing and distributing exterior residential
building products. The following table sets forth for the periods presented a summary of net sales
by principal product offering (in thousands):
Quarters Ended | Six Months Ended | |||||||||||||||
July 3, | July 4, | July 3, | July 4, | |||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Vinyl windows |
$ | 115,443 | $ | 99,031 | $ | 191,780 | $ | 160,087 | ||||||||
Vinyl siding products |
68,998 | 56,829 | 108,354 | 92,418 | ||||||||||||
Metal products |
52,086 | 44,421 | 88,461 | 73,404 | ||||||||||||
Third-party manufactured products |
72,329 | 57,305 | 109,892 | 90,021 | ||||||||||||
Other products and services |
19,466 | 17,383 | 34,072 | 31,371 | ||||||||||||
$ | 328,322 | $ | 274,969 | $ | 532,559 | $ | 447,301 | |||||||||
Note 8 Product Warranty Costs and Service Returns
Consistent with industry practice, the Company provides to homeowners limited warranties on
certain products, primarily related to window and siding product categories. Warranties are of
varying lengths of time from the date of purchase up to and including lifetime. Warranties cover
product failures such as stress cracks and seal failures for windows and fading and peeling for
siding products, as well as manufacturing defects. The Company has various options for remedying
product warranty claims including repair, refinishing or replacement and directly incurs the cost
of these remedies. Warranties also become reduced under certain conditions of time and change in
ownership. Certain metal coating suppliers provide warranties on materials sold to the Company that
mitigate the costs incurred by the Company. Reserves for future warranty costs are provided based
on managements estimates of such future costs using historical trends of claims experience, sales
history of products to which such costs relate, and other factors. An independent actuary assists
the Company in determining reserve amounts related to significant product failures. The provision
for warranties is reported within cost of sales in the consolidated statements of operations.
A reconciliation of the warranty reserve activity is as follows (in thousands):
Quarters Ended | Six Months Ended | |||||||||||||||
July 3, | July 4, | July 3, | July 4, | |||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Balance at the beginning of the period |
$ | 33,582 | $ | 30,084 | $ | 33,016 | $ | 29,425 | ||||||||
Provision for warranties issued |
1,780 | 2,491 | 3,320 | 4,697 | ||||||||||||
Claims paid |
(2,039 | ) | (1,917 | ) | (3,276 | ) | (3,410 | ) | ||||||||
Foreign currency translation |
338 | 289 | 601 | 235 | ||||||||||||
Balance at the end of the period |
$ | 33,661 | $ | 30,947 | $ | 33,661 | $ | 30,947 | ||||||||
10
Table of Contents
Note 9 Manufacturing Restructuring Costs
During the first quarter of 2008, the Company committed to, and subsequently completed,
relocating a portion of its vinyl siding production from Ennis, Texas to its vinyl manufacturing
facilities in West Salem, Ohio and Burlington, Ontario. In addition, during 2008, the Company
transitioned the majority of distribution of its U.S. vinyl siding products to a center located in
Ashtabula, Ohio and committed to a plan to discontinue use of its warehouse facility adjacent to
its Ennis, Texas vinyl manufacturing facility.
The Company discontinued its use of the warehouse facility adjacent to the Ennis manufacturing
plant during the second quarter of 2009. As a result, the related lease costs associated with the
discontinued use of the warehouse facility were recorded as a restructuring charge of approximately
$5.3 million during the second quarter of 2009.
The following is a reconciliation of the manufacturing restructuring liability (in thousands):
Quarters Ended | Six Months Ended | |||||||||||||||
July 3, | July 4, | July 3, | July 4, | |||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Beginning liability |
$ | 4,730 | $ | | $ | 5,036 | $ | | ||||||||
Additions |
| 5,332 | | 5,332 | ||||||||||||
Accretion of related lease obligations |
93 | | 184 | | ||||||||||||
Payments |
(289 | ) | | (686 | ) | | ||||||||||
Ending liability |
$ | 4,534 | $ | 5,332 | $ | 4,534 | $ | 5,332 | ||||||||
Of the remaining restructuring liability at July 3, 2010, approximately $0.5 million is
expected to be paid during the remainder of 2010. Amounts related to the ongoing facility
obligations will continue to be paid over the lease term, which ends April 2020.
Note 10 Subsidiary Guarantors
Associated Materials payment obligations under its 9.875% notes are fully and unconditionally
guaranteed, jointly and severally on a senior subordinated basis, by its domestic wholly owned
subsidiaries, Gentek Holdings, LLC and Gentek Building Products, Inc. Associated Materials
Finance, Inc. (formerly Alside, Inc.) is a co-issuer of the 9.875% notes and is a domestic wholly
owned subsidiary of Associated Materials 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 9.875%
notes. The Subsidiary Guarantors of the previously outstanding 9.75% notes are the same as those
for the 9.875% notes, except that Associated Materials Finance, Inc. is a co-issuer of the 9.875%
notes, but was a subsidiary guarantor of the previously outstanding 9.75% notes. In the opinion of
management, separate financial statements of the respective Subsidiary Guarantors would not provide
additional material information, which would be useful in assessing the financial composition of
the Subsidiary Guarantors. None of the Subsidiary Guarantors have any significant legal
restrictions on the ability of investors or creditors to obtain access to its assets in event of
default on the subsidiary guarantee other than its subordination to senior indebtedness.
11
Table of Contents
ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
July 3, 2010
(In thousands)
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
July 3, 2010
(In thousands)
Subsidiary | Non-Guarantor | Reclassification/ | ||||||||||||||||||||||
Parent | Co-Issuer | Guarantors | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||||
Assets |
||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 5,209 | $ | | $ | 127 | $ | 26,856 | $ | | $ | 32,192 | ||||||||||||
Accounts receivable, net |
103,277 | | 15,407 | 41,078 | | 159,762 | ||||||||||||||||||
Intercompany receivables |
| | 97,268 | 8,588 | (105,856 | ) | | |||||||||||||||||
Inventories |
111,860 | | 10,205 | 36,652 | | 158,717 | ||||||||||||||||||
Deferred income taxes |
8,833 | | | 2,210 | (187 | ) | 10,856 | |||||||||||||||||
Prepaid expenses |
6,134 | | 1,084 | 1,650 | | 8,868 | ||||||||||||||||||
Total current assets |
235,313 | | 124,091 | 117,034 | (106,043 | ) | 370,395 | |||||||||||||||||
Property, plant and equipment, net |
71,236 | | 1,847 | 33,984 | | 107,067 | ||||||||||||||||||
Goodwill |
194,814 | | 36,457 | | | 231,271 | ||||||||||||||||||
Other intangible assets, net |
85,463 | | 9,213 | | | 94,676 | ||||||||||||||||||
Investment in subsidiaries |
209,616 | | 85,241 | | (294,857 | ) | | |||||||||||||||||
Receivable from AMH II |
27,646 | | | | | 27,646 | ||||||||||||||||||
Intercompany receivable |
| 197,679 | | | (197,679 | ) | | |||||||||||||||||
Other assets |
16,668 | | | 1,766 | | 18,434 | ||||||||||||||||||
Total assets |
$ | 840,756 | $ | 197,679 | $ | 256,849 | $ | 152,784 | $ | (598,579 | ) | $ | 849,489 | |||||||||||
Liabilities And Members Equity |
||||||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||||||
Accounts payable |
$ | 91,419 | $ | | $ | 19,253 | $ | 39,383 | $ | | $ | 150,055 | ||||||||||||
Intercompany payables |
105,856 | | | | (105,856 | ) | | |||||||||||||||||
Payable to parent |
23,206 | | 3,291 | | | 26,497 | ||||||||||||||||||
Accrued liabilities |
39,528 | | 5,685 | 9,891 | | 55,104 | ||||||||||||||||||
Deferred income taxes |
| | 187 | | (187 | ) | | |||||||||||||||||
Income taxes
payable |
| | | 580 | | 580 | ||||||||||||||||||
Total current liabilities |
260,009 | | 28,416 | 49,854 | (106,043 | ) | 232,236 | |||||||||||||||||
Deferred income taxes |
40,197 | | 2,333 | 5,741 | | 48,271 | ||||||||||||||||||
Other liabilities |
31,525 | | 16,484 | 11,948 | | 59,957 | ||||||||||||||||||
Long-term debt |
212,679 | 197,679 | | | (197,679 | ) | 212,679 | |||||||||||||||||
Members equity |
296,346 | | 209,616 | 85,241 | (294,857 | ) | 296,346 | |||||||||||||||||
Total liabilities and
members equity |
$ | 840,756 | $ | 197,679 | $ | 256,849 | $ | 152,784 | $ | (598,579 | ) | $ | 849,489 | |||||||||||
12
Table of Contents
ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For The Quarter Ended July 3, 2010
(In thousands)
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For The Quarter Ended July 3, 2010
(In thousands)
Subsidiary | Non-Guarantor | Reclassification/ | ||||||||||||||||||||||
Parent | Co-Issuer | Guarantors | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||||
Net sales |
$ | 239,861 | $ | | $ | 50,352 | $ | 88,987 | $ | (50,878 | ) | $ | 328,322 | |||||||||||
Cost of sales |
173,694 | | 47,425 | 66,223 | (50,878 | ) | 236,464 | |||||||||||||||||
Gross profit |
66,167 | | 2,927 | 22,764 | | 91,858 | ||||||||||||||||||
Selling, general and administrative expenses |
43,199 | | 296 | 10,094 | | 53,589 | ||||||||||||||||||
Income from operations |
22,968 | | 2,631 | 12,670 | | 38,269 | ||||||||||||||||||
Interest expense, net |
6,159 | | | 183 | | 6,342 | ||||||||||||||||||
Foreign currency loss |
| | | 70 | | 70 | ||||||||||||||||||
Income before income taxes |
16,809 | | 2,631 | 12,417 | | 31,857 | ||||||||||||||||||
Income tax provision |
6,492 | | 840 | 3,738 | | 11,070 | ||||||||||||||||||
Income before equity income from subsidiaries |
10,317 | | 1,791 | 8,679 | | 20,787 | ||||||||||||||||||
Equity income from subsidiaries |
10,470 | | 8,679 | | (19,149 | ) | | |||||||||||||||||
Net income |
$ | 20,787 | $ | | $ | 10,470 | $ | 8,679 | $ | (19,149 | ) | $ | 20,787 | |||||||||||
ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For The Six Months Ended July 3, 2010
(In thousands)
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For The Six Months Ended July 3, 2010
(In thousands)
Subsidiary | Non-Guarantor | Reclassification/ | ||||||||||||||||||||||
Parent | Co-Issuer | Guarantors | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||||
Net sales |
$ | 385,752 | $ | | $ | 79,913 | $ | 146,968 | $ | (80,074 | ) | $ | 532,559 | |||||||||||
Cost of sales |
286,170 | | 74,937 | 111,229 | (80,074 | ) | 392,262 | |||||||||||||||||
Gross profit |
99,582 | | 4,976 | 35,739 | | 140,297 | ||||||||||||||||||
Selling, general and administrative expenses |
80,604 | | 1,104 | 19,362 | | 101,070 | ||||||||||||||||||
Income from operations |
18,978 | | 3,872 | 16,377 | | 39,227 | ||||||||||||||||||
Interest expense, net |
12,151 | | 2 | 430 | | 12,583 | ||||||||||||||||||
Foreign currency (gain) |
| | | (52 | ) | | (52 | ) | ||||||||||||||||
Income before income taxes |
6,827 | | 3,870 | 15,999 | | 26,696 | ||||||||||||||||||
Income tax provision |
2,544 | | 1,776 | 4,816 | | 9,136 | ||||||||||||||||||
Income before equity income from subsidiaries |
4,283 | | 2,094 | 11,183 | | 17,560 | ||||||||||||||||||
Equity income from subsidiaries |
13,277 | | 11,183 | | (24,460 | ) | | |||||||||||||||||
Net income |
$ | 17,560 | $ | | $ | 13,277 | $ | 11,183 | $ | (24,460 | ) | $ | 17,560 | |||||||||||
13
Table of Contents
ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For The Six Months Ended July 3, 2010
(In thousands)
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For The Six Months Ended July 3, 2010
(In thousands)
Subsidiary | Non-Guarantor | |||||||||||||||||||
Parent | Co-Issuer | Guarantors | Subsidiaries | Consolidated | ||||||||||||||||
Net cash (used in) provided by operating activities |
$ | (2,078 | ) | $ | | $ | 3,739 | $ | 3,260 | $ | 4,921 | |||||||||
Investing Activities |
||||||||||||||||||||
Additions to property, plant and equipment |
(6,286 | ) | | (54 | ) | (1,923 | ) | (8,263 | ) | |||||||||||
Other |
385 | | | (385 | ) | | ||||||||||||||
Net cash used in investing activities |
(5,901 | ) | | (54 | ) | (2,308 | ) | (8,263 | ) | |||||||||||
Financing Activities |
||||||||||||||||||||
Net borrowings under ABL Facility |
5,000 | | | | 5,000 | |||||||||||||||
Dividends paid to parent company |
(24,244 | ) | | | | (24,244 | ) | |||||||||||||
Dividends from non-guarantor subsidiary |
| | 20,000 | (20,000 | ) | | ||||||||||||||
Intercompany transactions |
26,671 | | (23,640 | ) | (3,031 | ) | | |||||||||||||
Financing costs |
(106 | ) | | | | (106 | ) | |||||||||||||
Net cash provided by (used in) financing activities |
7,321 | | (3,640 | ) | (23,031 | ) | (19,350 | ) | ||||||||||||
Effect of exchange rate changes on cash and cash
equivalents |
| | | (971 | ) | (971 | ) | |||||||||||||
Net (decrease) increase in cash and cash equivalents |
(658 | ) | | 45 | (23,050 | ) | (23,663 | ) | ||||||||||||
Cash and cash equivalents at beginning of period |
5,867 | | 82 | 49,906 | 55,855 | |||||||||||||||
Cash and cash equivalents at end of period |
$ | 5,209 | $ | | $ | 127 | $ | 26,856 | $ | 32,192 | ||||||||||
14
Table of Contents
ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
January 2, 2010
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
January 2, 2010
(In thousands)
Subsidiary | Non-Guarantor | Reclassification/ | ||||||||||||||||||||||
Parent | Co-Issuer | Guarantors | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||||
Assets |
||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 5,867 | $ | | $ | 82 | $ | 49,906 | $ | | $ | 55,855 | ||||||||||||
Accounts receivable, net |
81,178 | | 8,728 | 24,449 | | 114,355 | ||||||||||||||||||
Intercompany receivables |
| | 76,138 | 3,045 | (79,183 | ) | | |||||||||||||||||
Inventories |
80,654 | | 6,613 | 28,127 | | 115,394 | ||||||||||||||||||
Deferred income taxes |
8,834 | | | | (188 | ) | 8,646 | |||||||||||||||||
Prepaid expenses |
6,542 | | 1,263 | 1,140 | | 8,945 | ||||||||||||||||||
Total current assets |
183,075 | | 92,824 | 106,667 | (79,371 | ) | 303,195 | |||||||||||||||||
Property, plant and equipment, net |
73,086 | | 2,033 | 33,918 | | 109,037 | ||||||||||||||||||
Goodwill |
194,813 | | 36,450 | | | 231,263 | ||||||||||||||||||
Other intangible assets, net |
86,561 | | 9,465 | 55 | | 96,081 | ||||||||||||||||||
Investment in subsidiaries |
197,163 | | 92,409 | | (289,572 | ) | | |||||||||||||||||
Receivable from AMH II |
27,237 | | | | | 27,237 | ||||||||||||||||||
Intercompany receivable |
| 197,552 | | | (197,552 | ) | | |||||||||||||||||
Other assets |
18,185 | | | 1,799 | | 19,984 | ||||||||||||||||||
Total assets |
$ | 780,120 | $ | 197,552 | $ | 233,181 | $ | 142,439 | $ | (566,495 | ) | $ | 786,797 | |||||||||||
Liabilities And Members Equity |
||||||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||||||
Accounts payable |
$ | 54,618 | $ | | $ | 9,111 | $ | 23,851 | $ | | $ | 87,580 | ||||||||||||
Intercompany payables |
79,183 | | | | (79,183 | ) | | |||||||||||||||||
Payable to parent |
21,664 | | 1,535 | | | 23,199 | ||||||||||||||||||
Accrued liabilities |
41,699 | | 6,118 | 9,108 | | 56,925 | ||||||||||||||||||
Deferred income taxes |
| | 188 | 2,312 | (188 | ) | 2,312 | |||||||||||||||||
Income taxes payable |
| | | 1,112 | | 1,112 | ||||||||||||||||||
Total current liabilities |
197,164 | | 16,952 | 36,383 | (79,371 | ) | 171,128 | |||||||||||||||||
Deferred income taxes |
39,973 | | 2,314 | 1,016 | | 43,303 | ||||||||||||||||||
Other liabilities |
31,943 | | 16,752 | 12,631 | | 61,326 | ||||||||||||||||||
Long-term debt |
207,552 | 197,552 | | | (197,552 | ) | 207,552 | |||||||||||||||||
Members equity |
303,488 | | 197,163 | 92,409 | (289,572 | ) | 303,488 | |||||||||||||||||
Total liabilities and members equity |
$ | 780,120 | $ | 197,552 | $ | 233,181 | $ | 142,439 | $ | (566,495 | ) | $ | 786,797 | |||||||||||
15
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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Quarter Ended July 4, 2009
(In thousands)
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Quarter Ended July 4, 2009
(In thousands)
Subsidiary | Non-Guarantor | Reclassification/ | ||||||||||||||||||||||
Parent | Co-Issuer | Guarantors | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||||
Net sales |
$ | 200,645 | $ | | $ | 38,801 | $ | 73,922 | $ | (38,399 | ) | $ | 274,969 | |||||||||||
Cost of sales |
143,726 | | 36,708 | 54,953 | (38,399 | ) | 196,988 | |||||||||||||||||
Gross profit |
56,919 | | 2,093 | 18,969 | | 77,981 | ||||||||||||||||||
Selling, general and administrative expenses |
41,782 | | 551 | 8,964 | | 51,297 | ||||||||||||||||||
Manufacturing restructuring costs |
5,255 | | | | | 5,255 | ||||||||||||||||||
Income from operations |
9,882 | | 1,542 | 10,005 | | 21,429 | ||||||||||||||||||
Interest expense, net |
5,091 | | | 153 | | 5,244 | ||||||||||||||||||
Foreign currency (gain) |
| | | (274 | ) | | (274 | ) | ||||||||||||||||
Income before income taxes |
4,791 | | 1,542 | 10,126 | | 16,459 | ||||||||||||||||||
Income tax provision |
1,996 | | 1,140 | 3,250 | | 6,386 | ||||||||||||||||||
Income before equity income from subsidiaries |
2,795 | | 402 | 6,876 | | 10,073 | ||||||||||||||||||
Equity income from subsidiaries |
7,278 | | 6,876 | | (14,154 | ) | | |||||||||||||||||
Net income |
$ | 10,073 | $ | | $ | 7,278 | $ | 6,876 | $ | (14,154 | ) | $ | 10,073 | |||||||||||
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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Six Months Ended July 4, 2009
(In thousands)
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Six Months Ended July 4, 2009
(In thousands)
Subsidiary | Non-Guarantor | Reclassification | ||||||||||||||||||||||
Parent | Co-Issuer | Guarantors | Subsidiaries | /Eliminations | Consolidated | |||||||||||||||||||
Net sales |
$ | 333,870 | $ | | $ | 65,279 | $ | 113,412 | $ | (65,260 | ) | $ | 447,301 | |||||||||||
Cost of sales |
250,589 | | 64,521 | 89,217 | (65,260 | ) | 339,067 | |||||||||||||||||
Gross profit |
83,281 | | 758 | 24,195 | | 108,234 | ||||||||||||||||||
Selling, general and administrative expenses |
81,033 | | 1,739 | 17,023 | | 99,795 | ||||||||||||||||||
Manufacturing restructuring costs |
5,255 | | | | | 5,255 | ||||||||||||||||||
(Loss) income from operations |
(3,007 | ) | | (981 | ) | 7,172 | | 3,184 | ||||||||||||||||
Interest expense, net |
10,211 | | | 371 | | 10,582 | ||||||||||||||||||
Foreign currency (gain) |
| | | (222 | ) | | (222 | ) | ||||||||||||||||
(Loss) income before income taxes |
(13,218 | ) | | (981 | ) | 7,023 | | (7,176 | ) | |||||||||||||||
Income tax (benefit) provision |
(5,315 | ) | | 277 | 2,254 | | (2,784 | ) | ||||||||||||||||
(Loss) income before equity income from subsidiaries |
(7,903 | ) | | (1,258 | ) | 4,769 | | (4,392 | ) | |||||||||||||||
Equity income from subsidiaries |
3,511 | | 4,769 | | (8,280 | ) | | |||||||||||||||||
Net (loss) income |
$ | (4,392 | ) | $ | | $ | 3,511 | $ | 4,769 | $ | (8,280 | ) | $ | (4,392 | ) | |||||||||
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ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended July 4, 2009
(In thousands)
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended July 4, 2009
(In thousands)
Subsidiary | Non-Guarantor | |||||||||||||||||||
Parent | Co-Issuer | Guarantors | Subsidiaries | Consolidated | ||||||||||||||||
Net cash provided by operating activities |
$ | 20,300 | $ | | $ | 12,912 | $ | 10,959 | $ | 44,171 | ||||||||||
Investing Activities |
||||||||||||||||||||
Additions to property, plant and equipment |
(1,983 | ) | | (11 | ) | (387 | ) | (2,381 | ) | |||||||||||
Other |
(383 | ) | | 383 | | | ||||||||||||||
Net cash (used in) provided by investing activities |
(2,366 | ) | | 372 | (387 | ) | (2,381 | ) | ||||||||||||
Financing Activities |
||||||||||||||||||||
Net repayments under ABL Facility |
(16,500 | ) | | | | (16,500 | ) | |||||||||||||
AMH II intercompany loan |
(26,833 | ) | | | | (26,833 | ) | |||||||||||||
Intercompany transactions |
12,557 | | (13,381 | ) | 824 | | ||||||||||||||
Dividends paid to parent company |
(4,269 | ) | | | | (4,269 | ) | |||||||||||||
Issuance of senior subordinated notes |
20,000 | | | | 20,000 | |||||||||||||||
Financing costs |
(4,920 | ) | | | (94 | ) | (5,014 | ) | ||||||||||||
Net cash (used in) provided by financing activities |
(19,965 | ) | | (13,381 | ) | 730 | (32,616 | ) | ||||||||||||
Effect of exchange rate changes on cash and cash equivalents |
| | | (142 | ) | (142 | ) | |||||||||||||
Net (decrease) increase in cash and cash equivalents |
(2,031 | ) | | (97 | ) | 11,160 | 9,032 | |||||||||||||
Cash and cash equivalents at beginning of period |
4,964 | | 97 | 1,648 | 6,709 | |||||||||||||||
Cash and cash equivalents at end of period |
$ | 2,933 | $ | | $ | | $ | 12,808 | $ | 15,741 | ||||||||||
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Overview
AMH Holdings, LLC (AMH), formerly AMH Holdings, Inc., was created on February 19, 2004. AMH
has no material assets or operations other than its 100% ownership of Associated Materials
Holdings, LLC (Holdings), which in turn has no material assets or operations other than its 100%
ownership of Associated Materials, LLC (Associated Materials). AMH, Holdings and Associated
Materials are collectively referred to as the Company. The Company is a leading, vertically
integrated manufacturer and distributor of exterior residential building products in the United
States and Canada. The Companys core products are vinyl windows, vinyl siding, aluminum trim coil,
and aluminum and steel siding and accessories. In addition, the Company distributes third-party
manufactured products primarily through its supply centers. Vinyl windows, vinyl siding, metal
products, and third-party manufactured products comprised approximately 36%, 20%, 17% and 21%,
respectively, of the Companys total net sales for the six month period ended July 3, 2010. These
products are generally marketed under the Alside®, Revere® and Gentek® brand names and sold on a
wholesale basis to approximately 50,000 professional contractors engaged in home remodeling and new
home construction principally through the Companys network of 119 supply centers, as well as
through approximately 250 independent distributors and dealers across the United States and Canada.
Approximately 65% of the Companys products are sold to contractors engaged in the home repair and
remodeling market with approximately 35% sold to the new construction market. The supply centers
provide one-stop shopping to the Companys contractor customers, carrying products, accessories
and tools necessary to complete a vinyl window or siding project. In addition, the supply centers
provide product literature, product samples and installation training to these customers. During
the six month period ended July 3, 2010, approximately 71% of the Companys total net sales were
generated through the network of supply centers, with the remainder sold to independent
distributors and dealers.
Because its exterior residential building products are consumer durable goods, the Companys
sales are impacted by, among other things, the availability of consumer credit, consumer interest
rates, employment trends, changes in levels of consumer confidence, national and regional trends in
new housing starts and general economic conditions. The Companys sales are also affected by
changes in consumer preferences with respect to types of building products. Overall, the Company
believes the long-term fundamentals for the building products industry remain strong as the
population continues to age, homes continue to get older, household formation is expected to be
strong and vinyl remains the optimal material for exterior cladding and window solutions, all of
which the Company believes bodes well for the demand for its products in the future.
Sales of existing single-family homes have decreased from peak levels previously experienced
and the inventory of resale homes available for sale has increased, and in many areas, home values
have declined significantly since 2006. Current market data suggests that home prices have begun to
stabilize and recover in selected markets and new home building starts have also improved from 2009
levels. According to the National Association of Home Builders (NAHB), United States new
residential single housing construction is forecasted to grow from 441,000 starts in 2009 to
841,000 starts in 2011. The Company believes its products should benefit from improvements in the
housing market. As the rate and extent of the market recovery remains uncertain, the Company
believes it is well-positioned to benefit from a rebound in the residential remodeling and new
construction markets as the demand for its products will continue to trend upward as the overall
activity and demand for exterior residential building products improves.
The principal raw materials used by the Company are vinyl resin, aluminum, steel, resin
stabilizers and pigments, glass, window hardware, and packaging materials, all of which have
historically been subject to price changes. Raw material pricing on the Companys key commodities
has fluctuated significantly over the past three years. More recently, the price of resin and
aluminum has increased due to increased demand. In response, the Company recently announced price
increases on certain of its product offerings to offset the inflation of raw materials, and
continually monitors market conditions for price changes as warranted. The Companys ability to
maintain gross margin levels on its products during periods of rising raw material costs depends on
the Companys ability to obtain selling price increases. Furthermore, the results of operations for
individual quarters can and have been negatively impacted by a delay between the timing of raw
material cost increases and price increases on the Companys products. There can be no assurance
that the Company will be able to maintain the selling price increases already implemented or
achieve any future price increases.
The Company operates with significant operating and financial leverage. Significant portions
of the Companys manufacturing, selling, general and administrative expenses are fixed costs that
neither increase nor decrease proportionately with sales. In addition, a significant portion of
the Companys interest expense is fixed. There can be no assurance that the Company will be able to
continue to reduce its fixed costs in response to a decline in its net sales. As a result, a
decline in the Companys net sales could result in a higher percentage decline in its income from
operations. Also, the Companys gross margins and gross margin percentages may not be comparable
to other companies as some companies include all of the costs of
their distribution network in cost of sales, whereas the Company includes the operating costs
of its supply centers in selling, general and administrative expenses.
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Table of Contents
Because most of the Companys building products are intended for exterior use, sales tend to
be lower during periods of inclement weather. Weather conditions in the first quarter of each
calendar year usually result in that quarter producing significantly less net sales and net cash
flows from operations than in any other period of the year. Consequently, the Company has
historically had small profits or losses in the first quarter and reduced profits from operations
in the fourth quarter of each calendar year. To meet seasonal cash flow needs, the Company typically utilizes its ABL
Facility and repays such borrowings in periods of higher cash flow. The Company typically generates
the majority of its cash flow in the third and fourth quarters.
The Company seeks to distinguish itself from other suppliers of residential building products
and to sustain its profitability through a business strategy focused on increasing sales at
existing supply centers, selectively expanding its supply center network, increasing sales through
independent specialty distributor customers, developing innovative new products, expanding sales of
third-party manufactured products through its supply center network, and driving operational
excellence by reducing costs and increasing customer service levels. The Company continually
analyzes new and existing markets for the selection of new supply center locations.
Results of Operations
The following table sets forth for the periods indicated the results of the Companys
operations (in thousands):
Quarters Ended | Six Months Ended | |||||||||||||||
July 3, | July 4, | July 3, | July 4, | |||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net sales |
$ | 328,322 | $ | 274,969 | $ | 532,559 | $ | 447,301 | ||||||||
Cost of sales |
236,464 | 196,988 | 392,262 | 339,067 | ||||||||||||
Gross profit |
91,858 | 77,981 | 140,297 | 108,234 | ||||||||||||
Selling, general and
administrative expenses |
53,589 | 51,297 | 101,070 | 99,795 | ||||||||||||
Gain on debt extinguishment |
| 8,897 | | 8,897 | ||||||||||||
Manufacturing restructuring costs |
| 5,255 | | 5,255 | ||||||||||||
Income from operations |
38,269 | 30,326 | 39,227 | 12,081 | ||||||||||||
Interest expense, net |
18,718 | 18,015 | 37,335 | 35,701 | ||||||||||||
Foreign currency loss (gain) |
70 | (274 | ) | (52 | ) | (222 | ) | |||||||||
Income (loss) before income taxes |
19,481 | 12,585 | 1,944 | (23,398 | ) | |||||||||||
Income tax (benefit) provision |
(300 | ) | 3,249 | 778 | 2,254 | |||||||||||
Net income (loss) |
$ | 19,781 | $ | 9,336 | $ | 1,166 | $ | (25,652 | ) | |||||||
Other Data: |
||||||||||||||||
EBITDA (a) |
$ | 43,832 | $ | 36,104 | $ | 50,545 | $ | 23,248 | ||||||||
Adjusted EBITDA (a) |
45,130 | 32,558 | 51,946 | 19,937 |
(a) | EBITDA is calculated as net income plus interest, taxes, depreciation and amortization. Adjusted EBITDA excludes certain items. The Company considers EBITDA and adjusted EBITDA to be important indicators of its operational strength and performance of its business. The Company has included adjusted EBITDA because it is a key financial measure used by management to (i) assess the Companys ability to service its debt and / or incur debt and meet the Companys capital expenditure requirements; (ii) internally measure the Companys operating performance; and (iii) determine the Companys incentive compensation programs. In addition, the Companys ABL Facility has certain covenants that apply ratios utilizing this measure of adjusted EBITDA. EBITDA and adjusted EBITDA have not been prepared in accordance with U.S. generally accepted accounting principles (GAAP). Adjusted EBITDA as presented by the Company may not be comparable to similarly titled measures reported by other companies. EBITDA and adjusted EBITDA are not measures determined in accordance with GAAP and should not be considered as an alternative to, or more meaningful than, net income (as determined in accordance with GAAP) as a measure of the Companys operating results or cash flows from operations (as determined in accordance with GAAP) as a measure of the Companys liquidity. |
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The reconciliation of the Companys net income (loss) to EBITDA and adjusted EBITDA is as follows (in thousands): |
Quarters Ended | Six Months Ended | |||||||||||||||
July 3, 2010 |
July 4, 2009 |
July 3, 2010 |
July 4, 2009 |
|||||||||||||
Net income (loss) |
$ | 19,781 | $ | 9,336 | $ | 1,166 | $ | (25,652 | ) | |||||||
Interest expense, net |
18,718 | 18,015 | 37,335 | 35,701 | ||||||||||||
Income tax (benefit) provision |
(300 | ) | 3,249 | 778 | 2,254 | |||||||||||
Depreciation and amortization |
5,633 | 5,504 | 11,266 | 10,945 | ||||||||||||
EBITDA |
43,832 | 36,104 | 50,545 | 23,248 | ||||||||||||
Amortization of management fee (b) |
| 125 | | 250 | ||||||||||||
Manufacturing restructuring costs (c) |
| 5,255 | | 5,255 | ||||||||||||
Bank audit fees (d) |
35 | (29 | ) | 50 | 81 | |||||||||||
Tax restructuring costs (e) |
| | 88 | | ||||||||||||
Advisory fees (f) |
1,263 | | 1,263 | | ||||||||||||
Gain on debt extinguishment (g) |
| (8,897 | ) | | (8,897 | ) | ||||||||||
Adjusted EBITDA |
$ | 45,130 | $ | 32,558 | $ | 51,946 | $ | 19,937 | ||||||||
(b) | Represents amortization of a prepaid management fee paid to Investcorp International Inc. in connection with the December 2004 recapitalization transaction. | |
(c) | During the first quarter of 2008, the Company committed to, and subsequently completed, relocating a portion of its vinyl siding production from Ennis, Texas to its vinyl manufacturing facilities in West Salem, Ohio and Burlington, Ontario. In addition, during 2008, the Company transitioned the majority of distribution of its U.S. vinyl siding products to a center located in Ashtabula, Ohio and committed to a plan to discontinue use of its warehouse facility adjacent to its Ennis, Texas vinyl manufacturing facility. The Company discontinued its use of the warehouse facility adjacent to the Ennis manufacturing plant during the second quarter of 2009. As a result, the related lease costs associated with the discontinued use of the warehouse facility were recorded as a restructuring charge of approximately $5.3 million for the quarter and six months ended July 4, 2009. | |
(d) | Represents bank audit fees incurred under the ABL Facility. | |
(e) | Represents legal and accounting fees incurred in connection with a 2009 tax restructuring project. | |
(f) | Represents advisory fees for strategic capital structure advice incurred during the second quarter of 2010. | |
(g) | Represents the Companys gain on extinguishment of debt for the quarter and six months ended July 4, 2009. |
The following table sets forth for the periods presented a summary of net sales by principal
product offering (in thousands):
Quarters Ended | Six Months Ended | |||||||||||||||
July 3, | July 4, | July 3, | July 4, | |||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Vinyl windows |
$ | 115,443 | $ | 99,031 | $ | 191,780 | $ | 160,087 | ||||||||
Vinyl siding products |
68,998 | 56,829 | 108,354 | 92,418 | ||||||||||||
Metal products |
52,086 | 44,421 | 88,461 | 73,404 | ||||||||||||
Third-party manufactured products |
72,329 | 57,305 | 109,892 | 90,021 | ||||||||||||
Other products and services |
19,466 | 17,383 | 34,072 | 31,371 | ||||||||||||
$ | 328,322 | $ | 274,969 | $ | 532,559 | $ | 447,301 | |||||||||
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Table of Contents
Quarter Ended July 3, 2010 Compared to Quarter Ended July 4, 2009
Net sales increased 19.4% to $328.3 million for the second quarter of 2010 compared to $275.0
million for the same period in 2009 primarily due to increased unit volumes across all product
categories and the impact of the stronger Canadian dollar in 2010. During the second quarter of
2010 compared to the same period in 2009, vinyl window and vinyl siding unit volumes increased by
approximately 12% and 16%, respectively.
Gross profit in the second quarter of 2010 was $91.9 million, or 28.0% of net sales, compared
to gross profit of $78.0 million, or 28.4% of net sales, for the same period in 2009. The slight
decrease in gross margin was the result of increased commodity costs, partially offset by the
Companys continued implementation of cost reduction initiatives.
Selling, general and administrative expenses increased approximately $2.3 million to $53.6
million, or 16.3% of net sales, for the second quarter of 2010 versus $51.3 million, or 18.7% of
net sales, for the same period in 2009. Selling, general and administrative expenses for the
quarter ended July 3, 2010 includes advisory fees for strategic
capital structure advice of approximately $1.3 million. Excluding these
costs, selling, general and administrative expenses for the quarter ended July 3, 2010 increased
approximately $1.0 million when compared to the same period in 2009. The increase in selling,
general and administrative expense was primarily due to increased sales-related commission and
benefit accruals of approximately $2.6 million, increased consulting expenses of approximately $0.9
million, the translation impact on Canadian expenses as a result of a stronger Canadian dollar in
2010 of approximately $0.8 million and increased product delivery costs in the Companys supply
center network of approximately $0.3 million. These increases were partially offset by reduced bad
debt expense of approximately $3.9 million, which was the result of the economic conditions that
existed during the second quarter of 2009.
During the second quarter of 2009, the Company completed its plans to relocate a portion of
its vinyl siding production and distribution and discontinued its use of the warehouse facility
adjacent to the Ennis manufacturing plant. As a result, the related lease costs associated with
the discontinued use of the warehouse facility were recorded as a restructuring charge of
approximately $5.3 million for the quarter and six months July 4, 2009.
Income from operations was approximately $38.3 million for the quarter ended July 3, 2010
compared to income from operations of $30.3 million for the same period in 2009.
Interest expense increased $0.7 million for the second quarter of 2010 compared to the same
period in 2009. The increase in interest expense was primarily due to the increased principal
amount, and related amortization of deferred financing fees, of Associated Materials 9.875% notes
issued in November 2009.
The income tax provision for the second quarter of 2010 reflects an effective income tax
benefit rate of 1.5%, compared to an effective income tax rate of 25.8% for the same period in
2009. The change in the tax rate was primarily a result of the Companys ability to utilize the year-to-date tax benefit of the U.S. loss in the second quarter of 2010.
The Company reported net income of $19.8 million during the second quarter of 2010 compared to
$9.3 million for the same period in 2009.
EBITDA for the second quarter of 2010 was $43.8 million compared to $36.1 million for the same
period in 2009. Adjusted EBITDA for the second quarter of 2010 was $45.1 million compared to $32.6
million for the same period in 2009. Adjusted EBITDA for the second quarter of 2010 excludes
advisory fees for strategic
capital structure advice of approximately $1.3 million and bank audit fees of less than $0.1 million. Adjusted
EBITDA for the second quarter of 2009 excludes the gain on debt extinguishment of $8.9 million,
manufacturing restructuring costs of $5.3 million and amortization related to prepaid management
fees of approximately $0.1 million.
Six Months Ended July 3, 2010 Compared to Six Months Ended July 4, 2009
Net sales increased 19.1% to $532.6 million for the six months ended July 3, 2010 compared to
$447.3 million for the same period in 2009 primarily due to increased unit volumes across all
product categories and the impact of the stronger Canadian dollar in 2010. For the six months
ended July 3, 2010 compared to the same period in 2009, vinyl window and vinyl siding unit volumes
increased by approximately 15% and 13%, respectively.
Gross profit for the six months ended July 3, 2010 was $140.3 million, or 26.3% of net sales,
compared to gross profit of $108.2 million, or 24.2% of net sales, for the same period in 2009.
The increase in gross profit as a percentage of net sales was a result of higher volume and lower
manufacturing costs resulting from the continued implementation of cost reduction initiatives,
improved operational efficiencies, procurement savings and the reduction of scrap, partially offset
by increased commodity costs.
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Table of Contents
Selling, general and administrative expenses increased approximately $1.3 million to $101.1
million, or 19.0% of net sales, for the six months ended July 3, 2010 versus $99.8 million, or
22.3% of net sales, for the same period in 2009. Selling, general and administrative expenses for
the six months ended July 3, 2010 includes advisory fees for strategic
capital structure advice of approximately $1.3 million. Excluding
these costs, selling, general and administrative expenses for the six months ended July 3, 2010
were relatively consistent with the same period in 2009.
Income from operations was approximately $39.2 million for the six months ended July 3, 2010
compared to income from operations of approximately $12.1 million for the same period in 2009.
Interest expense increased $1.6 million for the six months ended July 3, 2010 compared to the
same period in 2009. The increase in interest expense was primarily due to the increased principal
amount, and related amortization of deferred financing fees, of Associated Materials 9.875% notes
issued in November 2009.
The income tax provision for the six months ended July 3, 2010 reflects an effective income
tax rate of 40.0%, compared to an effective income tax rate of 9.6% for the same period in 2009.
The change in the tax rate was primarily a result of the
Companys ability to utilize the tax benefit of the U.S. loss in
2010. The tax rate increase was a result of the income
levels reported for 2010, compared to reported losses for the same period in 2009.
Net income for the six months ended July 3, 2010 was $1.2 million compared to a net loss of
$25.7 million for the same period in 2009.
EBITDA for the six months ended July 3, 2010 was $50.5 million compared to EBITDA of $23.2
million for the same period in 2009. Adjusted EBITDA for the six months ended July 3, 2010 was
$51.9 million compared to adjusted EBITDA of $19.9 million for the same period in 2009. Adjusted
EBITDA for the six months ended July 3, 2010 excludes advisory fees for strategic
capital structure advice of approximately $1.3 million,
tax restructuring costs of approximately $0.1 million and bank audit fees of approximately $0.1
million. Adjusted EBITDA for the six months ended July 4, 2009 excludes the gain on debt
extinguishment of $8.9 million, manufacturing restructuring costs of $5.3 million, amortization
related to prepaid management fees of $0.3 million and bank audit fees of approximately $0.1
million.
Recent Accounting Pronouncements
A description of recently issued accounting pronouncements is included in Note 1 to the
unaudited condensed consolidated financial statements. The Company evaluates the potential impact,
if any, on its financial position, results of operations and cash flows, of all recent accounting
pronouncements, and, if significant, makes the appropriate disclosures. During the second quarter
ended July 3, 2010, no material changes resulted from the adoption of recent accounting
pronouncements.
Liquidity and Capital Resources
The following sets forth a summary of the Companys cash flows for the six months ended July
3, 2010 and July 4, 2009 (in thousands):
Six Months Ended | ||||||||
July 3, | July 4, | |||||||
2010 | 2009 | |||||||
Net cash (used in) provided by operating activities |
$ | (19,323 | ) | $ | 44,171 | |||
Net cash used in investing activities |
(8,263 | ) | (2,381 | ) | ||||
Net cash provided by (used in) financing activities |
4,894 | (32,616 | ) |
Cash Flows
At July 3, 2010, the Company had cash and cash equivalents of $32.2 million and available
borrowing capacity of approximately $158.0 million under
Associated Materials ABL Facility. Outstanding
letters of credit as of July 3, 2010 totaled approximately $9.1 million primarily securing
deductibles of various insurance policies.
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Table of Contents
Cash Flows from Operating Activities
Net cash used in operating activities was $19.3 million for the six months ended July 3, 2010,
compared to net cash provided by operating activities of $44.2 million for the same period in 2009.
The factors typically impacting cash flows from operating activities during the first six months of
the year include the seasonal increase of inventory levels and
use of cash related to payments for accrued liabilities including payments of incentive
compensation and customer sales incentives. Accounts receivable was a use of cash of $48.4 million
for the six months ended July 3, 2010, compared to a use of cash of $32.5 million for the same
period in 2009, resulting in a net decrease in cash flows of $15.9 million reflecting the increased sales in the current year. Inventory was a use of
cash of $43.8 million during the six months ended July 3, 2010, compared to a source of cash of
$7.2 million during the same period in 2009, resulting in a net decrease in cash flows of $51.0
million, which was primarily due to increased inventory levels and rising commodity costs. Accounts
payable and accrued liabilities were a source of cash of $61.0 million for the six months ended
July 3, 2010, compared to a source of cash of $69.9 million for the same period in 2009,
resulting in a net decrease in cash flows of $8.9 million. Cash flows used in operating
activities for the six months ended July 3, 2010 includes income tax payments of $6.2 million,
compared to $3.8 million of income tax payments for the same period in 2009.
Cash Flows from Investing Activities
During the six months ended July 3, 2010, net cash used in investing activities consisted of
capital expenditures of $8.3 million. Capital expenditures in 2010 were primarily at supply
centers for continued operations and relocations, the continued development of the Companys new
glass insourcing process and various enhancements at plant locations. During the six months ended
July 4, 2009, net cash used in investing activities included capital expenditures of $2.4 million.
Capital expenditures in 2009 were primarily at supply centers for continued operations and
relocations, various enhancements at plant locations and several Corporate information technology
projects.
Cash Flows from Financing Activities
Net cash provided by financing activities for the six months ended July 3, 2010 included net
borrowings of $5.0 million under the ABL Facility, partially offset by payments of financing costs
of approximately $0.1 million. Net cash used in financing activities for the six months ended July
4, 2009 includes net repayments under Associated Materials ABL Facility of $16.5 million, an
intercompany loan of $26.8 million paid to the Companys direct parent company AMH II by Associated
Materials in June 2009 and used in the AMH II debt exchange, payments of financing costs of $5.0
million and dividend payments of $4.3 million, partially offset by the $20.0 million issuance of
Associated Materials 15% notes, which are no longer outstanding.
Description of the Companys Outstanding Indebtedness
9.875% Notes
On November 5, 2009, Associated Materials issued in a private offering $200.0 million of its
9.875% Senior Secured Second Lien Notes due 2016. In February 2010, Associated Materials completed
the offer to exchange all of its outstanding privately placed 9.875% Senior Secured Second Lien
Notes due 2016 for newly registered 9.875% Senior Secured Second Lien Notes due 2016 (the 9.875%
notes). The 9.875% notes were issued by Associated Materials and Associated Materials Finance,
Inc., a wholly owned subsidiary of Associated Materials (collectively, the Issuers). The 9.875%
notes were originally issued at a price of 98.757%. The net proceeds from the offering were used
to discharge and redeem Associated Materials outstanding 9 3/4% Senior Subordinated Notes due 2012
(the 9.75% notes) and its outstanding 15% Senior Subordinated Notes due 2012 (the 15% notes),
and to pay fees and expenses related to the offering. As of July 3, 2010, the accreted balance of
the 9.875% notes, net of the original issue discount, was $197.7 million. Interest on the 9.875%
notes will be payable semi-annually in arrears on May 15th and November 15th of each year, with the first
interest payment made on May 15, 2010.
The Issuers are required to redeem the 9.875% notes no later than December 1, 2013, if as of
October 15, 2013, AMHs 11 1/4% Senior Discount Notes due 2014 (the 11.25% notes) remain
outstanding, unless discharged or defeased, or if any indebtedness incurred by the Issuers or any
of their holding companies to refinance such 11.25% notes matures prior to the maturity date of the
9.875% notes. As of July 3, 2010 AMH had $431.0 million in aggregate principal of its 11.25% notes
outstanding. Prior to November 15, 2012, the Issuers may redeem all or a portion of the 9.875%
notes at any time or from time to time at a price equal to 100% of the principal amount of the
9.875% notes plus accrued and unpaid interest, plus a make-whole premium. Beginning on November
15, 2012, the Issuers may redeem all or a portion of the 9.875% notes at a redemption price of
107.406%. The redemption price declines to 104.938% at November 15, 2013, to 102.469% at November
15, 2014 and to 100% on November 15, 2015 for the remaining life of the 9.875% notes. In addition,
on or prior to November 15, 2012, the Issuers may redeem up to 35% of the 9.875% notes using the
proceeds of certain equity offerings at a redemption price equal to 100% of the aggregate principal
amount thereof, plus a premium equal to the interest rate per annum on the 9.875% notes, plus
accrued and unpaid interest, if any, to the date of redemption.
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The 9.875% notes are senior obligations and rank equally in right of payment with all of the
Issuers existing and future senior indebtedness and senior in right of payment to all of the
Issuers future subordinated indebtedness. The 9.875% notes are guaranteed on a senior basis by all
of Associated Materials existing and future domestic restricted subsidiaries, other than
Associated Materials Finance, Inc. (the Subsidiary Guarantors), that guarantee or are otherwise
obligors under Associated Materials asset-based credit facility (the ABL Facility). The 9.875%
notes and guarantees are structurally subordinated to all of the liabilities of Associated
Materials non-guarantor subsidiaries, including all Canadian subsidiaries of Associated Materials.
The 9.875% notes and related guarantees are secured, subject to certain permitted liens, by
second-priority liens on the assets that secure the ABL Facilitys indebtedness, namely all of the
Issuers and their U.S. subsidiaries tangible and intangible assets. The 9.875% notes are
effectively senior to all of Associated Materials and the Subsidiary Guarantors existing or
future unsecured indebtedness to the extent of the value of such collateral, after giving effect to
first-priority liens on such collateral securing the U.S. portion of the ABL Facility.
The indenture governing the 9.875% notes contains covenants that, among other things, limit
the ability of the Issuers and of certain restricted subsidiaries to incur additional indebtedness,
make loans or advances to or other investments in subsidiaries and other entities, sell its assets
or declare dividends. If an event of default occurs, the trustee or holders of 25% or more in
aggregate principal amount of the notes may accelerate the notes. If an event of default relates to
certain events of bankruptcy, insolvency or reorganization, the 9.875% notes will automatically
accelerate without any further action required by the trustee or holders of the 9.875% notes.
Covenants. The indenture governing the 9.875% notes (the 9.875% notes indenture) contains
covenants that, among other things and subject in each case to certain specified exceptions, limit
the ability of the Issuers and of certain restricted subsidiaries: (i) to incur additional
indebtedness unless Associated Materials meets a 2 to 1 consolidated coverage ratio test, or as
permitted under specified available baskets; (ii) to make restricted payments; (iii) to incur
restrictions on subsidiaries ability to make distributions or transfer assets to Associated
Materials; (iv) to create, incur, affirm or suffer to exist any liens, (v) to sell assets or stock
of subsidiaries; (vi) to enter into transactions with affiliates; and (vii) to merge or consolidate
with, or sell all or substantially all assets to, a third party or undergo a change of control.
Under the restricted payments covenant in the 9.875% notes indenture, Associated Materials and
its restricted subsidiaries cannot, subject to specified exceptions, make restricted payments
unless: (i) the amount available for distribution of restricted payments under the 9.875% notes
indenture (the restricted payments basket) exceeds the aggregate amount of the proposed
restricted payment; (ii) Associated Materials is not in default under the 9.875% notes indenture;
and (iii) the consolidated coverage ratio of Associated Materials exceeds 2 to 1. Consolidated
coverage ratio is defined in the 9.875% notes indenture as the ratio of Associated Materials
EBITDA to consolidated interest expense (each as defined in such indenture). Restricted payments
(with certain exceptions) and net losses erode the restricted payment basket, while net income (by
a factor of 50%), proceeds from equity issuances, and proceeds from investments and returns of
capital increase the restricted payment basket. Restricted payments include paying dividends or
making other distributions in respect of Associated Materials capital stock, purchasing, redeeming
or otherwise acquiring capital stock or subordinated indebtedness of Associated Materials and
making investments (other than certain permitted investments).
Irrespective of whether it is otherwise able to pay dividends under the restricted payments
test described above, the 9.875% notes indenture permits the payment of dividends by Associated
Materials to Holdings (and AMH) for the payment of interest on AMHs 11.25% notes (or any
refinancing thereof), in an aggregate amount not to exceed $125.0 million or if Associated
Materials leverage ratio (as defined in the 9.875% notes indenture) is equal to or less than 4.5
to 1.00. The 9.875% notes indenture also permits dividends for the payment of principal on the
11.25% notes or AMH IIs 20% Senior Notes due 2014 (the 20% notes) in an aggregate amount not to
exceed $50 million when Associated Materials leverage ratio is equal to or less than 4.5 to 1.00.
In addition, subject to certain limitations, the 9.875% notes indenture permits the incurrence of
additional indebtedness secured by liens senior to the liens securing the 9.875% notes or pari
passu with the liens securing the 9.875% notes.
Associated Materials ability to make restricted payments under the 9.875% notes indenture is
subject to compliance with the other conditions to making restricted payments provided for in such
indenture, to compliance with the restricted payments covenants in the ABL Facility, and to
statutory limitations on the payment of dividends. At July 3, 2010, subject to the limitations to
both the Indenture for 9.875% notes and the ABL Facility, Associated Materials could have
upstreamed an additional $134.1 million, which is comprised of availability under the borrowing
base and the cash on hand at quarter end.
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Events
of default. The 9.875% notes indenture provides for the following events of default: (i)
default for 30 days in payment of interest on the 9.875% notes; (ii) default in payment of
principal on the 9.875% notes; (iii) the failure by the Issuers or any Subsidiary Guarantor to
comply with other agreements in the Indenture or the 9.875% notes, in certain cases subject to
notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace
period after final maturity) of other indebtedness of the Issuers or any significant subsidiary if
the amount accelerated (or so unpaid) exceeds $10.0 million; (v) certain events of bankruptcy or
insolvency with respect to the Issuers or any significant subsidiary; (vi) certain judgments or
decrees for the payment of money in excess of $10.0 million; and (vii) certain defaults with
respect to the subsidiary guarantees and the security documents creating a security interest in
assets to secure the obligations under the 9.875% notes, the subsidiary guarantees and other pari
passu secured indebtedness. If an event of default occurs and is continuing, the trustee or the
holders of at least 25% in principal amount of the outstanding 9.875% notes may declare all the
9.875% notes to be due and payable.
Certain events of bankruptcy or insolvency are events of default which will result in the
9.875% notes being due and payable immediately upon the occurrence of such events of default.
Change of control. In the event of a change of control of Associated Materials, as defined in
the 9.875% notes indenture, holders of the 9.875% notes have the right to require Associated
Materials to repurchase their 9.875% notes at a purchase price in cash equal to 101% of the
principal amount thereof plus accrued and unpaid interest to the repurchase date.
The fair value of the 9.875% notes was $214.5 million and $197.5 million at July 3, 2010 and
January 2, 2010, respectively. In accordance with the principles described in the FASB ASC 820,
Fair Value Measurements and Disclosures (ASC 820), the fair value of the 9.875% notes as of July
3, 2010 was measured using Level 1 inputs of quoted prices in active markets. The fair value of the
9.875% notes as of January 2, 2010 was based upon the pricing determined in the private offering of
the 9.875% notes at the time of issuance in November 2009.
11.25% Notes
As of July 3, 2010, AMH had $431.0 million in aggregate principal amount of its 11.25% notes
outstanding. The 11.25% notes are unsecured senior obligations of AMH, equal in right of payment
with AMHs existing and future unsecured senior indebtedness, senior in right of payment to any
current or future indebtedness of AMH that is made subordinated to the 11.25% notes, effectively
subordinated in right of payment to AMHs existing and future secured debt, to the extent of the
value of the assets securing such debt, and structurally subordinated to all obligations of
existing and future subsidiaries of AMH, including Associated Materials. AMHs payment obligations
under the 11.25% notes are not guaranteed by Associated Materials or any other party. The 11.25%
notes are redeemable at the option of AMH, currently at a redemption price of 103.750% (beginning
on March 1, 2010), declining to 101.875% on March 1, 2011, and to 100% on March 1, 2012 for the
remaining life of the 11.25% notes.
Prior to March 1, 2009, interest accrued at a rate of 11.25% per annum on the 11.25% notes in
the form of an increase in the accreted value of the notes. Since March 1, 2009, cash interest has
been accruing at a rate of 11.25% per annum on the 11.25% notes and is payable semi-annually in
arrears on March 1st and September 1st of each year, with the first payment of cash interest under
the 11.25% notes paid on September 1, 2009.
Because AMH is a holding company with no independent operations, it is dependent upon
distributions, payments and loans from Associated Materials to service its indebtedness under the
11.25% notes. If Associated Materials were precluded from making restricted payments, either under
its debt agreements or pursuant to statutory limitations on the payment of dividends, it would not
be able to dividend or otherwise upstream sufficient funds to AMH to permit AMH to service its
11.25% notes. In that event, AMH would have to find alternative sources of liquidity to meet its
obligations under the 11.25% notes.
Covenants. The indenture governing the 11.25% notes contains covenants that, among other
things and subject in each case to certain specified exceptions, limit the ability of AMH and of
certain restricted subsidiaries (including Holdings and Associated Materials): (i) to incur
additional indebtedness unless (x) in the case of AMH, AMH meets a 2 to 1 consolidated coverage
ratio test and (y) in the case of Associated Materials or its restricted subsidiaries, Associated
Materials meets a 2 to 1 consolidated coverage ratio test, or as permitted under specified
available baskets; (ii) to incur liens; (iii) to make restricted payments; (iv) to incur
restrictions on the ability of the restricted subsidiaries of AMH to make distributions or transfer
assets to AMH or its restricted subsidiaries; (v) to sell assets or stock of subsidiaries; (vi) to
enter into transactions with affiliates; and (vi) to merge or consolidate with, or sell all or
substantially all assets to, a third party or undergo a change of control.
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Under the restricted payments covenant in the 11.25% notes indenture, AMH and its restricted
subsidiaries (including Holdings and Associated Materials) cannot, subject to specified exceptions,
make restricted payments unless: (i) the amount available for distribution of restricted payments
under the 11.25% notes indenture (the restricted payments basket) exceeds the aggregate amount of
the proposed restricted payment; (ii) AMH is not in default under the 11.25% notes indenture; and
(iii) the consolidated coverage ratio of AMH exceeds 2 to 1.
Events of default. The 11.25% notes indenture provides for the following events of default:
(i) default in the payment of interest, continued for 30 days; (ii) default in the payment of
principal when due; (iii) failure by AMH to comply with its covenants in the 11.25% notes
indenture, subject to applicable grace periods; (iv) payment default after maturity, or
acceleration following other defaults with respect to, indebtedness of AMH or any significant
subsidiary exceeding $10.0 million; (v) certain events of bankruptcy, insolvency or reorganization;
and (vi) certain undischarged judgments or decrees for the payment of money exceeding a specified
threshold. These events of default are generally similar to those provided for in the 9.875% notes
indenture.
If an event of default occurs, the trustee or holders of 25% or more in aggregate principal
amount of the notes may accelerate the notes. If an event of default relates to certain events of
bankruptcy, insolvency or reorganization, the notes will automatically accelerate without any
further action required by the trustee or holders of the notes.
Change of control. In the event of a change of control, as defined in the 11.25% notes
indenture, of AMH, holders of the 11.25% notes have the right to require AMH to repurchase their
notes at a purchase price in cash equal to 101% of the accreted value thereof plus accrued and
unpaid interest to the repurchase date.
The fair value of the 11.25% notes was $438.5 million and $415.9 million at July 3, 2010 and
January 2, 2010, respectively. In accordance with the principles described in ASC 820, the fair
value of the 11.25% notes was measured using Level 1 inputs of quoted prices in active markets.
ABL Facility
On October 3, 2008, Associated Materials, Gentek Building Products, Inc. and Associated
Materials Canada Limited (formerly known as Gentek Building Products Limited), as borrowers,
entered into the ABL Facility with Wells Fargo Securities, LLC (formerly known as Wachovia Capital
Markets, LLC) and CIT Capital Securities LLC, as joint lead arrangers, Wachovia Bank, N.A., as
agent and the lenders party to the facility. Pursuant to a reorganization of certain Canadian
subsidiaries of Associated Materials occurring in August and September of 2009 (the Canadian
Reorganization), Gentek Building Products Limited Partnership, a newly formed Canadian operating
entity, was added as a borrower under the Canadian portion of the ABL Facility. The ABL Facility
provides for a senior secured asset-based revolving credit facility of up to $225.0 million,
comprising a $165.0 million U.S. facility and a $60.0 million Canadian facility, in each case
subject to borrowing base availability under the applicable facility. Pursuant to an amendment to
the ABL Facility (the ABL Facility Amendment) entered into in connection with the issuance of the
9.875% notes, effective November 5, 2009, the maturity date of the ABL Facility is the earliest of
(i) October 3, 2013 and (ii) the date three months prior to the stated maturity date of the 9.875%
notes (as amended, supplemented or replaced), if any such notes remain outstanding at such date
taking into account any stated maturity dates which may be contingent, conditional or alternative.
As of July 3, 2010, there was $15.0 million drawn under the ABL Facility and $158.0 million
available for additional borrowing.
The obligations of Associated Materials, Gentek Building Products, Inc., Associated Materials
Canada Limited, and Gentek Building Products Limited Partnership as borrowers under the ABL
Facility, are jointly and severally guaranteed by Holdings and by Associated Materials wholly
owned domestic subsidiaries, Gentek Holdings, LLC and Associated Materials Finance, Inc. (formerly
Alside, Inc.). Such obligations and guaranties are also secured by (i) a security interest in
substantially all of the owned real and personal assets (tangible and intangible) of Associated
Materials, Holdings, Gentek Building Products, Inc., Gentek Holdings, LLC and Associated Materials
Finance, Inc. and (ii) a pledge of up to 65% of the voting stock of Associated Materials Canada
Limited and Gentek Canada Holdings Limited. The obligations of Associated Materials Canada Limited
and Gentek Building Products Limited Partnership are further secured by a security interest in
their owned real and personal assets (tangible and intangible) and are guaranteed by Gentek Canada
Holdings Limited, an entity formed as part of the Canadian Reorganization.
The interest rate applicable to outstanding loans under the ABL Facility is, at Associated
Materials option, equal to either a U.S. or Canadian adjusted base rate or a Eurodollar base rate
plus an applicable margin. Pursuant to the ABL Amendment, the applicable margin related to
adjusted base rate loans ranges from 1.25% to 2.25%, and the applicable margin related to LIBOR
loans ranges from 3.00% to 4.00%, with the applicable margin in each case depending on Associated
Materials quarterly average excess availability.
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As of July 3, 2010, the per annum interest rate applicable to borrowings under the ABL
Facility was 5.0%. The weighted average interest rate for borrowings under the ABL Facility was
5.2% for the quarter ended July 3, 2010. As of July 3, 2010, Associated Materials had letters of
credit outstanding of $9.1 million primarily securing deductibles of various insurance policies.
Associated Materials is required to pay a commitment fee of 0.50% to 0.75% per annum on any unused
amounts under the ABL Facility.
Associated Materials borrowing base under the ABL Facility, for each of the U.S. and Canadian
facilities, is generally equal to (A) 85% of eligible accounts receivable plus (B) the lesser of
(i) the sum of (x) 50% of the value of eligible raw materials inventory, other than painted coil,
plus (y) the lesser of 35% of the value of painted coil and $2.5 million plus (z) 60% of the value
of finished goods inventory, and (ii) 85% of the net orderly liquidation value of eligible
inventory, plus (C) the lesser of fixed asset availability and $24.8 million (for the U.S.
facility) or $9.0 million (for the Canadian facility), minus (D) attributable reserves. Fixed
asset availability is generally defined as equal to 85% of the net orderly liquidation value of
eligible equipment plus 70% of the appraised fair market value of eligible real property; provided
that such amount decreases
by a fixed amount each month. Associated Materials borrowing base will fluctuate during the
course of the year based on a variety of factors impacting Associated Materials level of eligible
accounts receivable and inventory, including seasonal builds in inventory immediately prior to and
during the peak selling season and changes in the levels of accounts receivable, which tend to
increase during the peak selling season and are at seasonal lows during the winter months.
Associated Materials peak selling season is typically May through October. As of July 3, 2010,
Associated Materials borrowing base was $182.1 million, which was based on the borrowing base
calculation utilizing May month end account balances.
Covenants. The ABL Facility contains covenants that, among other things and subject in each
case to certain specified exceptions, limit the ability of Holdings, Associated Materials and its
subsidiaries to: (i) merge or consolidate with, or sell equity interests, indebtedness or assets
to, a third party; (ii) wind up, liquidate or dissolve; (iii) create liens or other encumbrances on
assets; (iv) incur additional indebtedness or make payments in respect of existing indebtedness;
(v) make loans, investments and acquisitions; (vi) make certain restricted payments; (vii) enter
into transactions with affiliates; (viii) engage in any business other than the business engaged in
by Associated Materials at the time of entry into the ABL Facility; and (ix) incur restrictions on
its subsidiaries ability to make distributions to Holdings or Associated Materials or transfer or
encumber its subsidiaries assets. The ABL Facility also requires Associated Materials to obtain
an unqualified audit opinion from its independent registered public accounting firm on its
consolidated financial statements for each fiscal year.
The ABL Facility does not require Associated Materials to comply with any financial
maintenance covenants, unless it has less than $28.1 million of aggregate excess availability at
any time (or less than $20.6 million of excess availability under the U.S. facility or less than
$7.5 million of excess availability under the Canadian facility), during which time Associated
Materials is subject to compliance with a fixed charge coverage ratio covenant of 1.1 to 1. As of
July 3, 2010, Associated Materials exceeded the minimum aggregate excess availability thresholds,
and therefore, was not required to comply with this maintenance covenant.
Under the ABL Facility restricted payments covenant, subject to specified exceptions,
Holdings, Associated Materials and its restricted subsidiaries cannot make restricted payments,
such as dividends or distributions on equity, redemptions or repurchases of equity, or payments of
certain management or advisory fees or other extraordinary forms of compensation, unless prior
written notice is given and, as of the date of and after giving effect to the making of the
restricted payment:
| excess availability under the ABL Facility exceeds $45.0 million for the total facility, and $24.8 million and $9.0 million for the U.S. and Canadian facilities, respectively, if the fixed asset availability (as defined) is greater than zero; or if the fixed asset availability is equal to zero, $33.8 million for the total facility, and $20.6 million and $7.5 million for the U.S. and Canadian facilities, respectively; |
| the consolidated EBITDA (as defined under the ABL Facility) of Holdings and its subsidiaries in the most recent fiscal quarter for which financial statements have been delivered (or, if such quarter is the first fiscal quarter of Holdings and its subsidiaries of such year, then the fiscal quarter immediately preceding such quarter) is at least 50% of the consolidated EBITDA of such entities for the same quarter in the prior year; and |
| no default has occurred and is continuing under the ABL Facility. |
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Excess availability is generally defined under the ABL Facility as the difference between the
borrowing base and the outstanding obligations of the borrowers (as such obligations are adjusted
for changes in the level of reserves and certain other short term payables). During the six months
ended July 3, 2010, Holdings and Associated Materials were not prevented from making restricted
payments by the ABL Facilitys restricted payments covenant. For the second quarter of 2010, the
consolidated EBITDA of Holdings and its subsidiaries, as determined in accordance with the ABL
Facility, exceeded 50% of the consolidated EBITDA for the second quarter of 2009.
Associated Materials excess availability under the ABL Facility was $158.0 million as of July
3, 2010. The excess availability will fluctuate throughout the course of the year based on a
variety of factors impacting Associated Materials borrowing base and outstanding borrowings and
other obligations. The borrowing base and the level of outstanding borrowings and other
obligations are impacted by the seasonality of Associated Materials business, as sales and
earnings are typically lower during the first quarter of each year, while working capital
requirements increase prior to the peak selling season as inventories are built in advance of the
peak selling season.
Events of Default. Events of default under the ABL Facility include: (i) nonpayment of
principal or interest; (ii) failure to comply with covenants, subject to applicable grace periods;
(iii) defaults on indebtedness in excess of $7.5 million; (iv) change of control events; (v)
certain events of bankruptcy, insolvency or reorganization; (vi) any material provision of any ABL
Facility document ceasing to be valid, binding and enforceable or any assertion of such invalidity;
(vii) a guarantor denying,
disaffirming or otherwise failing to perform its obligations under its guaranty; (viii) any
event of default under any other document related to the ABL Facility; and (ix) certain
undischarged judgments or decrees for the payment of money, certain ERISA events, and certain
Canadian tax events, in each case in excess of specified thresholds.
If an event of default under the ABL Facility occurs and is continuing, amounts outstanding
under the ABL Facility may be accelerated upon notice, in which case the obligations of the lenders
to make loans and arrange for letters of credit under the ABL Facility would cease. If an event of
default relates to certain events of bankruptcy, insolvency or reorganization of Holdings,
Associated Materials, or the other borrowers and guarantors under the ABL Facility, the payment
obligations of the borrowers under the ABL Facility will become automatically due and payable
without any further action required.
Parent Company Indebtedness
AMHs direct parent company, AMH II, is a holding company with no independent operations. In
connection with a December 2004 recapitalization transaction, AMH II was formed and subsequently
issued $75.0 million of 13.625% Senior Notes due 2014 (the 13.625% notes). In June 2009, AMH II
entered into an exchange agreement pursuant to which it paid $20.0 million in cash and issued
$13.066 million original principal amount of its 20% notes in exchange for all of its outstanding
13.625% notes. Interest on AMH IIs 20% notes is payable in cash semi-annually in arrears or may
be added to the then outstanding principal amount of the 20% notes and paid at maturity on December
1, 2014. The debt restructuring transaction was accounted for in accordance with the principles
described in FASB ASC 470-60, Troubled Debt Restructurings by Debtors (ASC 470-60). As of July 3,
2010, AMH II has recorded liabilities for the $13.066 million original principal amount and $23.7
million of accrued interest related to all future interest payments on its 20% notes in accordance
with ASC 470-60. As of July 3, 2010, total AMH II debt, including that of its consolidated
subsidiaries, was approximately $680.5 million, which includes $23.7 million of accrued interest
related to all future interest payments on AMH IIs 20% notes.
AMH, Holdings and Associated Materials are each restricted subsidiaries under the indenture
for AMH IIs 20% notes and are therefore subject to the covenants and events of default described
therein. Covenants and events of default with respect to AMH IIs 20% notes are generally similar
to those provided for in the 9.875% notes indenture and the indenture governing AMHs 11.25% notes.
Because AMH II has no independent operations, it is dependent upon distributions, payments and
loans from Associated Materials and AMH to service its indebtedness obligations under the 20%
notes. However, unlike AMH IIs previously outstanding 13.625% notes, all of which were exchanged
for the 20% notes in June 2009, interest on AMH IIs 20% notes may be added to the then outstanding
principal amount of the 20% notes and paid at maturity on December 1, 2014.
If Associated Materials and AMH were unable to or were precluded from making restricted
payments, either under their debt agreements or pursuant to statutory limitations on the payment of
dividends, AMH would not be able to dividend or otherwise upstream sufficient funds to AMH II to
allow AMH II to make the payments due on its 20% notes at maturity. Under such a scenario, AMH II
would have to find alternative sources of liquidity to meet its obligations under the 20% notes.
AMH does not guarantee the 11.25% notes or the 20% notes and has no obligation to make any payments
with respect thereto.
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If Associated Materials were unable to meet its indebtedness obligations with respect to the
ABL Facility or the 9.875% notes, or if either of AMH or AMH II, were not able to meet its
indebtedness obligations under the 11.25% notes or the 20% notes, as the case may be, or if an
event of default were otherwise to occur with respect to any of such indebtedness obligations, and
such indebtedness obligations could not be refinanced or amended to eliminate the default, then the
lenders under the ABL Facility (in the case of an event of default under that facility) or the
holders of the applicable series of notes (in the case of an event of default under those notes)
could declare the applicable indebtedness obligations due and payable and exercise any remedies
available to them. Any event of default under the 9.875% notes could in turn trigger a
cross-default under the ABL Facility, and any acceleration of the ABL Facility, the 9.875% notes or
the 11.25% notes could, in turn, result in an event of default under the other indebtedness
obligations of the relevant obligor on such indebtedness and its parent companies, allowing the
holders of such indebtedness likewise to declare all such indebtedness obligations due and payable
and exercise any remedies available to them.
In June 2009, at the time Associated Materials entered into the purchase agreement pursuant to
which it issued its 15% notes (which were redeemed and discharged in connection with the issuance
of its 9.875% notes in November 2009), Associated Materials entered into an intercompany loan
agreement with AMH II, pursuant to which Associated Materials agreed to periodically make loans to
AMH II in an amount not to exceed an aggregate outstanding principal amount of approximately $33.0
million at any one time, plus accrued interest. Interest accrues at a rate of 3% per annum and is
added to the then outstanding principal amount on a semi-annual basis. The principal amount and
accrued but unpaid interest thereon will mature on May 1, 2015. As of July 3, 2010, the principal
amount of borrowings by AMH II under this intercompany loan
agreement and accrued interest thereon was $27.6 million. The Company believes that AMH II
will have the ability to repay the loan in accordance with its stated terms. Due to the related
party nature and the underlying terms of the intercompany loan with AMH II, the Company has deemed
it not practical to assign and disclose a fair value estimate.
The Company believes its cash flows from operations and Associated Materials borrowing
capacity under the ABL Facility will be sufficient to satisfy its obligations to pay principal and
interest on its outstanding debt, maintain current operations and provide sufficient capital, as
well as pay dividends or make other upstream payments sufficient for AMH to be able to service its
debt obligations through 2010. However, if there is a significant decline in demand for the
Companys products, the Companys ability to generate cash sufficient to meet its existing
indebtedness obligations could be adversely affected, and the Company could be required either to
find alternate sources of liquidity or to refinance its existing indebtedness in order to avoid
defaulting on its debt obligations.
The ability of the Company to generate sufficient funds and have sufficient restricted
payments capability both to service its own debt obligations and to allow the Company to pay
dividends or make other upstream payments sufficient for AMH II to be able to service its
obligations will be dependent in large part on the impact of building products industry conditions
on the Companys business, profitability and cash flows and on the ability of the Company and/or
its parent company to refinance its indebtedness. There can be no assurance that the Company and/or
AMH II would be able to obtain any necessary consents or waivers in the event any of them is unable
to service or were to otherwise default under their debt obligations, or that any of them would be
able to successfully refinance their indebtedness. The ability to refinance any indebtedness may be
made more difficult to the extent that current building products industry and credit market
conditions continue to persist. The inability of the Company and/or AMH II to service or refinance
their indebtedness would likely have a material adverse effect on the Company and/or AMH II.
Effects of Inflation
The principal raw materials used by the Company are vinyl resin, aluminum, steel, resin
stabilizers and pigments, glass, window hardware, and packaging materials, all of which have
historically been subject to price changes. Raw material pricing on the Companys key commodities
have fluctuated significantly over the past three years. More recently, the price of resin and
aluminum has increased in response to higher demand and tight supply. In response, the Company
recently announced price increases on certain of its product offerings to offset the inflation of
raw materials, and continually monitors market conditions for price changes as warranted. The
Companys ability to maintain gross margin levels on its products during periods of rising raw
material costs depends on the Companys ability to obtain selling price increases. Furthermore, the
results of operations for individual quarters can and have been negatively impacted by a delay
between the timing of raw material cost increases and price increases on the Companys products.
There can be no assurance that the Company will be able to maintain the selling price increases
already implemented or achieve any future price increases. At July 3, 2010, the Company had no raw
material hedge contracts in place.
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Certain Forward-Looking Statements
All statements other than statements of historical facts included in this report regarding the
prospects of the industry and the Companys 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, should,
expect, intend, estimate, anticipate, believe, predict, potential or continue or
the negatives of these terms or variations of them or similar terminology. Although the Company
believes that the expectations reflected in these forward-looking statements are reasonable, it
does not assure that these expectations will prove to be correct. Such statements reflect the
current views of the Companys management with respect to its operations, results of operations and
future financial performance. The following factors are among those that may cause actual results
to differ materially from the forward-looking statements:
| the Companys operations and results of operations; |
| declines in home building and remodeling 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; |
| changes in raw material costs and availability; |
| market acceptance of price increases; |
| declines in national and regional trends in new housing starts and home remodeling; |
| changes in weather conditions; |
| Associated Materials ability to comply with certain financial covenants in its ABL Facility with Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets) and CIT Capital Securities LLC, as joint lead arrangers, Wachovia Bank, N.A., as agent, and the lenders party thereto and indentures governing the 9.875% notes and 11.25% notes; |
| the Companys ability to make distributions, payments or loans to its parent company to allow it to make required payments on its debt; |
| the ability of the Company and its parent company to refinance indebtedness when required; |
| increases in competition from other manufacturers of vinyl and metal exterior residential building products as well as alternative building products; |
| declines in market demand; |
| increases in the Companys indebtedness; |
| increases in costs of environmental compliance or environmental liabilities; |
| increases in unanticipated warranty or product liability claims; |
| increases in capital expenditure requirements; and |
| the other factors discussed under Item 1A. Risk Factors as filed in the Companys Annual Report on Form 10-K for the year ended January 2, 2010 and elsewhere in this report. |
All forward-looking statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements included in this report. These
forward-looking statements speak only as of the date of this report. The Company does not intend to
update or revise these forward-looking statements, whether as a result of new information, future
events or otherwise, unless the securities laws require it to do so.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
The Company has outstanding borrowings under its ABL Facility and may incur additional
borrowings from time to time for general corporate purposes, including working capital and capital
expenditures. The interest rate applicable to outstanding loans under the ABL Facility is, at the
Companys option, equal to either a United States or Canadian adjusted base rate plus an applicable
margin ranging from 1.25% to 2.25%, or LIBOR plus an applicable margin ranging from 3.00% to 4.00%,
with the applicable margin in each case depending on the Companys quarterly average excess
availability (as defined). At July 3, 2010, the Company had borrowings outstanding of $15.0
million under the ABL Facility. The effect of a 1.00% increase or decrease in interest rates would
increase or decrease total annual interest expense by approximately $0.2 million.
The Company has $200.0 million aggregate principal at maturity in 2016 of senior secured
second lien notes that bear a fixed interest rate of 9.875% and $431.0 million of senior discount
notes due 2014 that bear a fixed interest rate of 11.25%. The fair value of the 9.875% notes and
11.25% notes is sensitive to changes in interest rates. In addition, the fair value is affected by
the Companys overall credit rating, which could be impacted by changes in the Companys future
operating results. At July 3, 2010, the fair value of the 9.875% notes and 11.25% notes was $214.5
million and $438.5 million, respectively, based upon their quoted market prices.
Foreign Currency Exchange Risk
The Companys revenues are primarily from domestic customers and are realized in U.S. dollars.
However, the Company realizes revenues from sales made through Genteks Canadian distribution
centers in Canadian dollars. The Companys Canadian manufacturing facilities acquire raw materials
and supplies from U.S. vendors, which results in foreign currency transactional gains and losses
upon settlement of the obligations. Payment terms among Canadian manufacturing facilities and these
vendors are short-term in nature. The Company may, from time to time, enter into foreign exchange
forward contracts with maturities of less than three months to reduce its exposure to fluctuations
in the Canadian dollar. At July 3, 2010, the Company was a party to foreign exchange forward
contracts for Canadian dollars, the value of which was immaterial. A 10% strengthening or weakening
of the U.S. dollar relative to the Canadian dollar would have resulted in an approximately $0.9
million decrease or increase, respectively, in net income for the quarter ended July 3, 2010. A
10% strengthening or weakening of the U.S. dollar relative to the Canadian dollar would have
resulted in an approximately $1.1 million decrease or increase, respectively, in net income for the
six months ended July 3, 2010.
Commodity Price Risk
See Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations Effects of Inflation for a discussion of the market risk related to the Companys
principal raw materials vinyl resin, aluminum and steel.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the fiscal period covered by this report, the Companys management, with the
participation of the Chief Executive Officer and Chief Financial Officer, completed an evaluation
of the effectiveness of the design and operation of the Companys 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, for the reasons discussed below, the
Companys 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 (including the
additional review necessary to confirm the fair presentation in the financial statements, in light
of the material weakness discussed below) were functioning effectively.
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As previously disclosed in the Companys Form 10-K for the year ended January 2, 2010, the
Company did not maintain effective controls over the completeness and accuracy of the income tax
provision and the related balance sheet accounts. The Companys income tax accounting in 2009 had
significant complexity due to multiple debt transactions during the year including the
restructuring of debt at an indirect parent company, the impact of repatriation of foreign earnings
and the related foreign tax credit calculations, changes in the valuation allowance for deferred
tax assets, and the related impact of the Companys tax sharing agreement. Specifically, the
Companys controls over the processes and procedures related to the calculation and review of the
annual tax provision were not adequate to ensure that the income tax provision was prepared in
accordance with generally accepted accounting principles. Additionally, these control deficiencies
could result in a misstatement of the income tax provision, the related balance sheet accounts and
note disclosures that would result in a material misstatement to the annual consolidated financial
statements that would not be prevented or detected. Accordingly, management has concluded as a
result of these control deficiencies that a material weakness in the Companys internal control
over financial reporting existed as of January 2, 2010 and continues to exist as of July 3, 2010.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over
financial reporting such that there is a reasonable possibility that a material misstatement of the
Companys annual or interim financial statements will not be prevented or detected on a timely
basis.
In light of the material weakness identified, the Company performed additional analyses to
ensure the consolidated financial statements were prepared in accordance with generally accepted
accounting principles. Accordingly, management believes that the consolidated financial statements
included in this Form 10-Q, fairly present, in all material respects, the Companys financial
position, results of operations and cash flows for the periods presented.
Changes in Internal Control over Financial Reporting
Income Tax Material Weakness Remediation Steps
The Company engaged an independent registered public accounting firm (other than its auditors,
Deloitte & Touche LLP) during the first and second quarters of 2010 to perform additional detail
reviews of complex transactions, the income tax calculations and disclosures on a quarterly and
annual basis, and to advise the Company on matters beyond its in-house
expertise. The accounting firm performed a review of the income tax calculations and
disclosures for the quarters ended April 3, 2010 and July 3, 2010.
Management will continue to evaluate the design and effectiveness of the enhanced internal
controls, and once placed in operation for a sufficient period of time, these internal controls
will be subject to appropriate testing in order to determine whether they are operating
effectively. Testing related to the annual tax provision calculations and disclosure reviews will
be conducted during the year end financial closing process.
Until the appropriate testing of the change in controls from these enhanced internal controls
is complete, management will continue to perform the evaluations and analyses believed to be
adequate to provide reasonable assurance that there are no material misstatements of the Companys
consolidated financial statements.
Other Changes
There have been no changes to the Companys internal control over financial reporting during
the quarter ended July 3, 2010 that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
Inherent Limitations on the Effectiveness of Internal Controls
A control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the internal control system are achieved. Because of the
inherent limitations in any internal control system, no evaluation of controls can provide absolute
assurance that all control issues, if any, within a company have been detected. Accordingly, the
Companys disclosure controls and procedures are designed to provide reasonable, not absolute,
assurance that the objectives of the disclosure control system are met.
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PART II. OTHER INFORMATION
Item 6. Exhibits
Exhibit | ||||
Number | Description | |||
31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14
of the Exchange Act, as adopted, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|||
31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14
of the Exchange Act, as adopted, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|||
32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002* |
|||
32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002* |
* | This document is being furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
AMH HOLDINGS, LLC | ||||
(Registrant) |
||||
Date: August 11, 2010 | By: | /s/ Thomas N. Chieffe | ||
Thomas N. Chieffe | ||||
President and Chief Executive Officer (Principal Executive Officer) |
||||
Date: August 11, 2010 | By: | /s/ Stephen E. Graham | ||
Stephen E. Graham | ||||
Vice President Chief Financial Officer,
Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) |
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