UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended ~~October~~April 32, ~~2015~~2016



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

For the transition period from to

Commission file number: 000-24956

Associated Materials, LLC

(Exact Name of Registrant as Specified in Its Charter)



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

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

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

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

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

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

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



Large accelerated filer	¨	Accelerated filer	¨

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

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

As of ~~November~~May 3, ~~2015~~2016, all of the registrant’s membership interests outstanding were held by an affiliate of the registrant.

Table of Contents

ASSOCIATED MATERIALS, LLC

Report for the Quarter ended ~~October~~April 32, ~~2015~~2016

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance SheetsOctober 3, 2015 and January 3, 2015	1
	Condensed Consolidated Balance SheetsApril 2, 2016 and January 2, 2016	1
	Condensed Consolidated Statements of Comprehensive LossQuarters and Nine Months ended October 3, 2015 and September 27, 2014	2
	Condensed Consolidated Statements of Comprehensive LossQuarters ended April 2, 2016 and April 4, 2015	2
	Condensed Consolidated Statements of Cash FlowsNine Months ended October 3, 2015 and September 27, 2014	3
	Condensed Consolidated Statements of Cash FlowsQuarters ended April 2, 2016 and April 4, 2015	3
	Notes to Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3635
Item 1A.	Risk Factors	3635
Item 6.	Exhibits	3635
SIGNATURES		3736

Table of Contents

PART I. FINANCIAL INFORMATION



Item 1.	Financial Statements

ASSOCIATED MATERIALS, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

	October 3, 2015			January 3, 2015
	April 2, 2016			January 2, 2016
Assets
Current assets:
Cash and cash equivalents	$	76,~~941~~071		$	59,~~963~~394
Accounts receivable, net	~~163~~131,~~075~~066			~~125~~127,~~121~~043
Inventories	~~155~~133,~~192~~313			~~145~~123,~~532~~374
Income taxes receivable	~~233~~1,724			~~144~~1,612
Deferred income taxes	21,~~439~~502			21,~~439~~502
Prepaid expenses and other current assets	1114,~~874~~887			1514,~~859~~163
Total current assets	~~340~~288,~~754~~563			~~295~~277,~~058~~088
Property, plant and equipment, at cost	~~186~~190,~~890~~263			~~178~~186,~~014~~495
Less accumulated depreciation	9299,~~920~~883			8495,~~114~~701
Property, plant and equipment, net	9390,~~970~~380			9390,~~900~~794
Goodwill	~~307~~308,~~205~~139			~~317~~302,~~257~~908
Other intangible assets, net	~~408~~396,~~353~~823			~~437~~397,~~300~~953
Other assets	144,~~782~~538			184,~~662~~593
Total assets	$	1,~~165~~088,~~064~~443		$	1,~~162~~073,~~177~~336
Liabilities and Member’s Deficit
Liabilities and Member's Deficit
Current liabilities:
Accounts payable	$	~~127~~97,~~869~~540		$	9491,~~768~~563
Accrued liabilities	~~105~~92,~~814~~353			8183,~~734~~630
Deferred income taxes	21,~~083~~231			~~1,292~~436
Income taxes payable	~~2,158~~419			~~1,782~~36
Total current liabilities	~~237~~191,~~924~~543			~~179~~175,~~576~~665
Deferred income taxes	8583,~~882~~390			8882,~~330~~102
Other liabilities	~~121~~113,~~597~~310			~~129~~113,~~016~~123
Long-term debt	~~927~~931,~~525~~495			~~903~~916,~~404~~807
Commitments and contingencies
Member’s deficit	(~~207~~231,~~864~~295		)	(~~138~~214,~~149~~361		)
Total liabilities and member’s deficit	$	1,~~165~~088,~~064~~443		$	1,~~162~~073,~~177~~336

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

ASSOCIATED MATERIALS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited, in thousands)

	Quarters Ended						~~Nine Months Ended~~
	October 3, 2015			September 27, 2014			October 3, 2015			September 27, 2014
	April 2, 2016			April 4, 2015
Net sales	$	~~339~~236,~~787~~281		$	~~353~~220,~~742~~366		$	~~891,402~~		$	~~870,206~~
Cost of sales	~~258~~183,~~083~~228			~~279~~178,~~131~~463			~~686,780~~			~~689,167~~
Gross profit	8153,~~704~~053			7441,~~611~~903			~~204,622~~			~~181,039~~
Selling, general and administrative expenses	6159,~~391~~433			6258,~~254~~470			~~182,027~~			~~181,516~~
Impairment of goodwill	—			148,504			—			148,504
Loss from operations	(6,380		)	(16,567		)
Impairment of intangibles	—			89,687			—			89,687
Interest expense	20,883			20,706
Restructuring costs	1,787			—			1,787			(331		)
Foreign currency (gain) loss	(383		)	516
Income (loss) from operations	18,526			(225,834		)	20,808			(238,337		)
Loss before income taxes	(26,880		)	(37,789		)
Interest expense	20,808			20,749			62,670			61,828
Income tax expense	1,132			533
Foreign currency loss	806			220			1,923			836
Net loss	(28,012		)	(38,322		)
Loss before income taxes	(3,088		)	(246,803		)	(43,785		)	(301,001		)
Other comprehensive (loss) income:
Income tax expense (benefit)	2,116			(27,627		)	4,879			(24,868		)
Pension and other postretirement benefit adjustments, net of tax	17			148
Net loss	(5,204		)	(219,176		)	(48,664		)	(276,133		)
Foreign currency translation adjustments, net of tax	11,018			(11,586		)
Other comprehensive income (loss):
Total comprehensive loss	$	(16,977	)	$	(49,760	)
Pension and other postretirement benefit adjustments, net of tax	145			3			444			11
Foreign currency translation adjustments, net of tax	(8,659		)	(11,232		)	(21,624		)	(10,075		)
Total comprehensive loss	$	(13,718	)	$	(230,405	)	$	(69,844	)	$	(286,197	)

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

ASSOCIATED MATERIALS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	Nine Months Ended
	Quarters Ended
	October 3, 2015			September 27, 2014
	April 2, 2016			April 4, 2015
Operating Activities
Net loss	$	(4828,~~664~~012	)	$	(~~276~~38,~~133~~322	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	309,~~016~~806			319,~~912~~879
Deferred income taxes	~~926~~767			~~(22,137~~727		)
Impairment of goodwill and other intangible assets	—			238,191
Provision for losses on accounts receivable	682			771
Non-cash portion of restructuring costs	4,035			(331		)
Amortization of deferred financing costs and premium on senior notes	914			906
Provision for losses on accounts receivable	1,137			1,620
Gain on sale of assets	(11		)	—
Amortization of deferred financing costs and premium on senior notes	2,696			2,802
Stock-based compensation expense	43			25
Gain on sale or disposal of assets	(45		)	(27		)
Stock-based compensation expense	129			381
Changes in operating assets and liabilities:
Accounts receivable	(423,~~005~~640		)	(522,~~803~~141		)
Inventories	(157,~~974~~869		)	(3517,~~128~~839		)
Accounts payable and accrued liabilities	5913,~~732~~296			8020,~~735~~729
Income taxes receivable / payable	~~506~~350			~~2,190~~(164		)
Other assets and liabilities	(1,~~031~~554		)	(161,~~656~~242		)
Net cash used in operating activities	(815,~~542~~228		)	(4526,~~384~~671		)
Investing Activities
Capital expenditures	(141,~~628~~975		)	(86,~~472~~069		)
Proceeds from the sale of assets	~~140~~86			96
Net cash used in investing activities	(141,~~488~~889		)	(86,~~463~~063		)
Financing Activities
Borrowings under ABL facilities	~~135~~38,~~731~~789			~~161~~44,~~931~~570
Payments under ABL facilities	(~~110~~50,~~653~~900		)	(~~116~~13,~~017~~749		)
Net cash provided by financing activities	25,078			45,914
Promissory note proceeds	27,500			—
Effect of exchange rate changes on cash and cash equivalents	(70		)	(471		)
Financing costs	(1,624		)	—
Net increase (decrease) in cash and cash equivalents	1,978			(8,404		)
Net cash provided by financing activities	13,765			30,821
Cash and cash equivalents at beginning of period	5,963			20,815
Effect of exchange rate changes on cash and cash equivalents	29			9
Cash and cash equivalents at end of period	$	7,941		$	12,411
Net decrease in cash and cash equivalents	(3,323		)	(1,904		)
Cash and cash equivalents at beginning of period	9,394			5,963
Cash and cash equivalents at end of period	$	6,071		$	4,059
Supplemental information:
Cash paid for interest	$	401,~~947~~080		$	~~39,652~~952
Cash paid for income taxes	$	3~~,525~~		$	~~2,545~~44
Property additions of $614 thousand and $759 thousand that remained unpaid as of October 3, 2015 and September 27, 2014, respectively, were excluded from “Capital expenditures” in the Investing Activities section above.
Property additions of $211 thousand and $733 thousand that remain unpaid as of April 2, 2016 and April 4, 2015, respectively, were excluded from "Capital expenditures" in the Investing Activities section above.

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

ASSOCIATED MATERIALS, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER ~~AND NINE MONTHS~~ ENDED ~~OCTOBER~~APRIL 32, ~~2015~~2016

(UNAUDITED)

1. Basis of Presentation

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

The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting, the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these interim condensed consolidated financial statements contain all of the normal recurring accruals and adjustments considered necessary for a fair presentation of the unaudited results for the quarters ~~and nine months~~ ended ~~October~~April 32, ~~2015~~2016 and ~~September~~April 274, ~~2014~~2015. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended January 32, ~~2015~~2016, filed with the Securities and Exchange Commission (“SEC”) on March 2322, ~~2015~~2016 (“Annual Report”). A detailed description of the Company’s significant accounting policies and management judgments is located in the audited financial statements included in its Annual Report.

The Company is a leading, vertically integrated manufacturer and distributor of exterior residential building products in the United States (“U.S.”) and Canada. The Company was founded in 1947 when it first introduced residential aluminum siding under the Alside® name. The Company ~~offers~~provides a comprehensive ~~range~~offering of exterior building products, including vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding and related accessories, which are produced at the Company’s 11 manufacturing facilities. The Company also sells complementary products that it sources from a network of manufacturers, such as roofing materials, cladding materials, insulation, exterior doors, equipment and tools. The Company also provides installation services. The Company distributes these products through its extensive dual-distribution network to over 50,000 professional exterior contractors, builders and dealers, whom the Company refers to as its “contractor customers.” This dual-distribution network consists of 122 company-operated supply centers, through which the Company sells directly to its contractor customers, and its direct sales channel, through which the Company sells to more than 275 independent distributors, dealers and national account customers.

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

~~Certain~~Adopted ~~items~~Accounting ~~previously reported in specific financial statement captions have been reclassified to conform to the fiscal 2015 presentation.~~Pronouncements

~~Recent~~In ~~Accounting~~April ~~Pronouncements~~2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability rather than an asset, consistent with the presentation of debt discounts. The recognition and measurement of debt issuance costs are not affected by the new guidance. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”). ASU 2015-15 provides that, given the absence of authoritative guidance in ASU 2015-03 with respect to presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, an entity is permitted to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. During fiscal 2016, ASU 2015-03 and ASU 2015-05 became effective and accordingly, debt issuance costs of $8.7 million were reclassified from other assets to long-term debt on the January 2, 2016 Condensed Consolidated Balance Sheet

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value (“NRV”). The new guidance eliminates the need to determine replacement cost and evaluate whether it is above the ceiling (NRV) or below the floor (NRV less a normal profit margin) under the current lower of cost or market guidance. ASU 2015-11 applies only to inventories for which cost is determined by methods other than last-in first-out and the retail inventory method. It is effective for public entities for fiscal years and interim periods within those years, beginning after December 15, 2016. The Company does not believe that the adoption of the provisions of ASU 2015-11 will have a material impact on its consolidated financial position, results of operations or cash flows.

In May 2015, the FASB issued ASU No. 2015-07, Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU 2015-07”). ASU 2015-07 eliminates the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The

Table of Contents

~~new~~Recent ~~guidance~~Accounting requires an entity to disclose the fair value of investments measured using the net asset value practical expedient so that the financial statement user can reconcile amounts reported in the fair value hierarchy table to amounts reported on the balance sheet. ASU 2015-07 is effective for public entities for fiscal years and interim periods within those years, beginning after December 15, 2015. The Company does not believe that the adoption of the provisions of ASU 2015-07 will have a material impact on its consolidated financial position, results of operations or cash flows.Pronouncements

In ~~April~~March ~~2015~~2016, the FASB issued ~~ASU No. 2015-05, Customer’s Accounting for Fees Paid in~~ a ~~Cloud~~modified ~~Computing~~standard ~~Arrangement~~on ~~(“ASU~~stock ~~2015-05”)~~compensation. ~~ASU~~This ~~2015-05~~standard ~~provides~~makes ~~guidance~~several onmodifications ~~determining~~to ~~whether~~the aaccounting ~~cloud~~for ~~computing~~forfeitures, ~~arrangement~~employer ~~contains~~tax awithholding ~~software~~on ~~license that should be accounted for as internal~~share-~~use~~based ~~software.~~compensation Ifand the ~~arrangement~~financial ~~contains~~statement apresentation ~~software~~of ~~license,~~excess ~~then~~tax ~~the~~benefits ~~customer~~or ~~should~~deficiencies. ~~account~~It ~~for~~also ~~the~~clarifies ~~fees related to~~ the ~~software~~statement ~~license element consistent with the acquisition~~ of ~~other~~cash ~~software~~flows ~~licenses.~~presentation ~~If the arrangement does not contain a software license, the customer should account~~ for ~~the~~certain ~~arrangement~~components asof ashare-based ~~service contract~~awards. ~~ASU~~The ~~2015-05~~standard is effective ~~for~~commencing ~~public~~with ~~entities~~our ~~for~~2017 fiscal ~~years~~year and ~~interim~~requires ~~periods~~enhanced ~~within those years, beginning after December 15, 2015~~disclosures. ~~An entity may apply the guidance retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date.~~ The Company ~~does~~is ~~not~~currently ~~believe~~assessing ~~that~~ the ~~adoption~~potential impact of the ~~provisions~~new ofrequirements ~~ASU~~under ~~2015-05~~the ~~will have a material impact on its consolidated financial position, results of operations or cash flows.~~standard

In ~~April~~February ~~2015~~2016, the FASB issued ~~ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs related to~~ a ~~recognized~~new ~~debt~~standard ~~liability~~on ~~to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability rather than an asset, consistent with the presentation of debt discounts~~leases. The ~~recognition and measurement of debt issuance costs are not affected by the~~ new ~~guidance.~~standard ~~ASU~~requires ~~2015-03~~lessees ~~is effective for public entities for fiscal years and interim periods within those years, beginning after December 15, 2015. An entity is required~~ to ~~apply~~recognize ~~ASU 2015-03~~ on ~~a retrospective basis and comply with~~ the ~~applicable~~balance ~~disclosures,~~sheet ~~which include~~ the ~~nature~~assets of and ~~reason~~liabilities for the ~~change~~rights ~~in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted,~~ and ~~the~~obligations ~~effect~~created ofby ~~the~~finance ~~change on the financial statement line items (that is, the debt issuance cost asset~~ and ~~the~~operating ~~debt~~leases ~~liability).~~with Inlease ~~August~~terms ~~2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement~~ of ~~Debt~~more ~~Issuance~~than ~~Costs~~12 ~~Associated with Line-of-Credit Arrangements (“ASU 2015-15”)~~months. ~~ASU~~The ~~2015-15~~amendment ~~provides~~is ~~that,~~effective ~~given~~commencing ~~the absence of authoritative guidance in ASU 2015-03~~ with ~~respect~~our to2019 ~~presentation~~fiscal oryear ~~subsequent measurement of debt issuance costs related to line-of-credit arrangements, an entity is permitted to defer~~ and ~~present~~requires ~~debt~~enhanced ~~issuance~~disclosures. ~~costs~~We asare anevaluating ~~asset and subsequently amortize~~ the ~~deferred~~timing ~~debt issuance costs ratably over the term~~ of ~~the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company does not believe that the~~ adoption of ~~the~~this ~~provisions of either ASU 2015-03 or ASU 2015-15 will have a material impact on its consolidated financial position, results of operations or cash flows~~guidance.

In ~~August~~November ~~2014~~2015, the FASB issued ~~ASU~~guidance ~~No.~~that ~~2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15~~ requires ~~management~~companies to ~~evaluate,~~classify inall ~~connection~~deferred ~~with~~tax ~~preparing~~assets ~~financial statements for each annual~~ and ~~interim~~liabilities ~~reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue~~ as anoncurrent ~~going~~on ~~concern within one year after~~ the ~~date~~balance ~~that the financial statements are issued and to provide certain disclosures if it concludes that substantial doubt exists~~sheet. ~~ASU~~The ~~2014-15~~guidance is effective ~~for~~in ~~all~~2017 ~~entities for the annual period ending after December 15, 2016, and for annual and interim periods thereafter,~~ with early adoption permitted. The ~~Company~~guidance ~~does~~is not ~~believe~~expected ~~that~~to ~~the adoption of the provisions of ASU 2014-15 will~~ have a material impact on ~~its~~our ~~consolidated~~balance ~~financial~~sheet. ~~position,~~We ~~results~~are evaluating the timing of ~~operations~~adoption orof ~~cash~~this ~~flows~~guidance.

In ~~May~~August ~~2014~~2015, the FASB issued ~~ASU~~an ~~No. 2014-09,~~amendment ~~Revenue~~to ~~from~~defer ~~Contracts~~for ~~with~~one ~~Customers~~year ~~(“ASU~~the ~~2014-09”).~~effective ~~The~~date ~~comprehensive~~of the new ~~revenue recognition~~ standard ~~supersedes~~on ~~all existing~~ revenue ~~guidance~~recognition ~~under~~issued ~~GAAP~~in ~~and~~May ~~international financial reporting standards~~2014. The new standard’s ~~core~~outlines ~~principle is that~~ a ~~company~~single ~~will~~comprehensive ~~recognize~~model ~~revenue~~for ~~when~~entities ~~it transfers promised goods or services~~ to ~~customers~~use in anaccounting ~~amount~~for ~~that~~revenue ~~reflects~~arising ~~the~~from ~~consideration~~contracts towith ~~which~~customers ~~the~~and ~~company~~supersedes ~~expects~~most tocurrent berevenue ~~entitled~~recognition inguidance, ~~exchange~~including ~~for~~industry-specific ~~those goods or services~~guidance. The new standard ~~establishes~~is ~~the~~effective ~~following~~commencing ~~five~~with ~~steps~~our ~~that~~2018 ~~require~~fiscal ~~companies~~year toand ~~exercise~~requires ~~judgment~~enhanced ~~when~~disclosures. ~~considering~~We are evaluating the ~~terms~~timing of ~~any~~adoption ~~contract,~~of ~~including~~this ~~all relevant facts and circumstances:~~ guidance.

~~Step~~In 1:July ~~Identify~~2015, the ~~contract(s)~~FASB issued guidance that requires entities to measure inventory at the lower of cost or net realizable value. The guidance is effective in 2017 with early adoption permitted. We are evaluating the ~~customer,~~timing of adoption of this guidance.

~~Step~~In 2:August ~~Identify~~2014, the ~~separate~~FASB ~~performance~~issued ~~obligations~~a standard on the presentation of “Going Concern” in the ~~contract~~financial statements. The standard requires management to evaluate whether there are any conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, and, if present, provide enhanced disclosures. The standard is effective with our 2017 fiscal year. We are evaluating the timing of adoption of this guidance.

Step 3: Determine the transaction price,

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

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

The new standard also requires significantly more interim and annual disclosures. The new standard allows for either full retrospective or modified retrospective adoption. ASU 2014-09 is effective for fiscal years and interim periods within those years, beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of the new revenue standard for all entities by one year. The Company is currently assessing the potential impact of the new requirements under the standard.

Table of Contents

2. Allowance for Doubtful Accounts

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

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

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



	April 2, 2016		January 2, 2016
Allowance for doubtful accounts, current	$	2,957	$	3,204
Allowance for doubtful accounts, non-current	5,187		4,401
	$	8,144	$	7,605

	October 3, 2015		January 3, 2015
Allowance for doubtful accounts, current	$	3,474	$	3,542
Allowance for doubtful accounts, non-current	4,233		4,549
	$	7,707	$	8,091

3. Inventories

	October 3, 2015		January 3, 2015
Raw materials	$	37,434	$	29,300
Work in process	13,697		16,442
Finished goods	104,061		99,790
	$	155,192	$	145,532

4. Goodwill and Other Intangible Assets

The Company reviews goodwill for impairment on an annual basis at the beginning of the fourth quarter, or on an interim basis if there are indicators of potential impairment. The impairment test is conducted with the assistance of an independent valuation firm using an income approach. As there is currently no market for the Company’s equity, management performs the impairment analysis utilizing a discounted cash flow approach that incorporates current estimates regarding performance and macroeconomic factors, discounted at a weighted average cost of capital. Based on its most recent annual step one impairment test of goodwill, performed during the fourth quarter of 2014, as of September 28, 2014, the Company’s fair value exceeded carrying value by approximately 14%. The assumptions utilized to estimate the fair value of the enterprise included 5-year projections of revenue, contribution margin, adjusted EBITDA and cash flows. Additional considerations included industry trends, internal management of operating expenses and anticipated improvements to the manufacturing inefficiencies that hindered its operating results during 2014.

The operating results for the period ended October 3, 2015 are meeting or do not significantly deviate from the projections utilized previously during the prior year’s annual step one impairment test. Therefore, the Company did not recognize any impairment losses of its goodwill during the quarter or nine months ended October 3, 2015 and unless market conditions change from current expectations, the Company does not expect that it will have to record additional, material goodwill or non-amortizable intangible impairment charges in the near future.

During the first half of 2014, the Company experienced a decline in operating results primarily due to unfavorable weather conditions, weaker growth in the repair and remodeling market and incremental costs associated with the launch of its new window platform. Management initially believed that the impact of some of these conditions could be quickly remedied. However, since lower-than-expected operating results continued throughout the third quarter, the Company determined that an indicator of potential impairment existed and it was more likely than not that its indefinite-lived intangible assets were impaired. It therefore, performed interim impairment testing as of August 31, 2014.

Table of Contents

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

The Company completed step one of its goodwill impairment testing with the assistance of an independent valuation firm and determined that the fair value of its single reporting unit was lower than its carrying value. This required the Company to proceed to step two of its impairment analysis. Based on preliminary calculations, the Company recorded an estimated goodwill impairment loss of $148.5 million during the quarter ended September 27, 2014, which was reduced by $4.3 million during the fourth quarter when the Company finalized step two. The goodwill impairment charge is a non-cash item and does not affect the calculation of the borrowing base or financial covenants in the Company’s credit agreement. There is no tax benefit associated with this non-cash charge.



	April 2, 2016		January 2, 2016
Raw materials	$	32,034	$	31,024
Work in process	10,906		10,900
Finished goods	90,373		81,450
	$	133,313	$	123,374

	Goodwill
Balance at January 3, 2015	$	317,257
Foreign currency translation	(10,052		)
Balance at October 3, 2015	$	307,205

4. Goodwill and Other Intangible Assets

AtThe ~~each~~Company ofreviews goodwill for impairment on an annual basis at the ~~periods~~beginning ~~ended~~of ~~October 3~~the fourth quarter, ~~2015~~or ~~and~~an ~~January 3,~~interim ~~2015,~~basis ~~accumulated~~if ~~goodwill~~there ~~impairment~~are ~~losses~~indicators ~~were~~of ~~$228~~potential impairment.5 ~~million,~~The ~~exclusive~~Company did not recognize any impairment losses of ~~foreign~~its ~~currency~~goodwill ~~translation~~during the quarters ended April 2, 2016 and April 4, 2015.

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



	Goodwill
Balance at January 2, 2016	$	302,908
Foreign currency translation	5,231
Balance at April 2, 2016	$	308,139

At April 2, 2016 and January 2, 2016, accumulated goodwill impairment losses were $228.5 million, exclusive of foreign currency translation.

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

October 3, 2015

January 3, 2015

April 2, 2016

January 2, 2016

Cost

AccumulatedAmortization

NetCarryingValue

Cost

AccumulatedAmortization

NetCarryingValue

Amortized customer bases

316,~~221~~743

~~123~~135,~~151~~837

~~193~~180,~~070~~906

~~321~~313,~~836~~821

~~106~~128,~~655~~230

~~215~~185,~~181~~591

Amortized non-compete agreements

1920

1—

1619

Total amortized intangible assets

316,~~241~~763

~~123~~135,~~170~~857

~~193~~180,~~071~~906

~~321~~313,~~856~~841

~~106~~128,~~671~~249

~~215,~~185,592

Non-amortized trade names (1)

215,~~282~~917

—

215,~~282~~917

~~222~~212,~~115~~361

—

~~222~~212,~~115~~361

Total intangible assets

~~531~~532,~~523~~680

~~123~~135,~~170~~857

~~408~~396,~~353~~823

~~543~~526,~~971~~202

~~106~~128,~~671~~249

~~437~~397,~~300~~953

(1) ~~Balances~~The balances at ~~October~~April 32, ~~2015~~2016 and January 32, ~~2015~~2016 include accumulated impairment charges of $169.6 million, of which $89.7 million were recorded in the second half of 2014 and $79.9 million ~~recorded~~ were recorded in 2011.

The Company’s non-amortized intangible assets consist of the Alside®, Revere®, Gentek®, Preservation® and Alpine® trade names and are subject to testing for impairment on an annual basis at the beginning of the fourth quarter, or on an interim basis if indicators of potential impairment are present. The Company did not recognize any impairment losses ofrelated to its other intangible assets during the ~~quarter~~quarters ~~and~~ended ~~nine~~April 2, ~~months~~2016 ~~ended~~and ~~October~~April 34, 2015.

AsFinite-lived ~~noted~~intangible ~~above~~assets, ~~management~~which ~~determined~~consist ~~that an indicator~~ of ~~potential~~customer ~~impairment~~bases ~~existed~~and ~~for the~~ non-~~amortized~~compete ~~trade~~agreements, ~~names~~are asamortized ofover ~~August~~their ~~31,~~estimated ~~2014~~useful ~~and~~lives. ~~completed~~The anestimated ~~interim~~average ~~test~~amortization ofperiod ~~the~~for ~~fair~~customer ~~value~~bases ~~with~~and ~~the~~non-compete ~~assistance~~agreements ofis an13 ~~independent~~years ~~valuation~~and ~~firm.~~3 ~~Using the income approach~~years, ~~the~~respectively. ~~Company~~Amortization ~~determined~~expense ~~that~~related ~~the~~to ~~fair~~other ~~value~~intangible ofassets ~~certain~~was ~~non-amortized~~$6.2 ~~trade~~million ~~names~~and ~~was~~$6.3 ~~lower~~million ~~than~~for the ~~carrying~~quarters ~~value~~ended April 2, 2016 and ~~consequently~~April 4, ~~the~~2015, ~~Company~~respectively. ~~recorded~~Amortization anexpense ~~impairment~~is ~~charge~~estimated ofto be approximately $~~89.7~~25 million ~~during~~per ~~the~~year ~~quarter~~for ~~ended~~fiscal ~~September 27~~years 2016, ~~2014.~~2017, 2018, 2019 and 2020.

Finite-lived intangible assets, which consist of customer bases and non-compete agreements, are amortized on a straight-line basis over their estimated useful lives. The estimated average amortization period for customer bases and non-compete agreements is 13 years and 3 years, respectively. Amortization expense related to other intangible assets was $6.3 million and $18.8 million for the quarter and nine months ended October 3, 2015, respectively, and $6.4 million and $19.3 million for the quarter and nine months ended September 27, 2014, respectively.

5. Restructuring Costs

U.S. Distribution and Corporate Functions

During the quarter ended October 3, 2015, the Company announced a restructuring plan focused on realigning certain costs within its U.S. distribution business and select corporate functions. The restructuring plan ~~includes~~included the closure of four underperforming company-operated supply centers in the U.S. and the elimination of its roofing product offering in ~~eleven~~11 U.S. supply centers. ~~During~~Supply the third quarter, the Company recorded restructuring costs of $4.5 million, which reflects a cash charge of $2.2 million and a non-cash charge of $2.3 million. The cash charge relates to early lease termination costs and severance for workforce reductions of $1.4 million and $0.5 million, respectively. Of the total non-cash charge of $2.3 million, $2.2 million is reflected within cost of sales for the quarter ended October 3, 2015, and is related to the write-down of roofing inventory in certain markets. The Company expects the supply center closures towere be completed by the end of the fourth quarter 2015.

Table of Contents

Approximately $0.7 million of cash payments will be made in 2015 in connection with the restructuring plan, primarily related to employee severance and equipment lease termination fees. In the Condensed Consolidated Statements of Comprehensive Loss, the portion of the restructuring charge related to the $2.2 million write-down of roofing inventory is included in “Cost of sales,” while the remaining portion is included in “Restructuring costs.”

Manufacturing

The Company discontinued its use of the warehouse facility adjacent to the Ennis manufacturing plant during the second quarter of 2009 and recorded a restructuring liability related to the discontinued use of the warehouse facility. ~~During~~The ~~the~~restructuring ~~quarter~~liability ~~ended~~is ~~October 3, 2015, the Company~~ re-measured ~~this~~when ~~restructuring~~changes ~~liability due to a change~~ in the expected amount ~~of sublease income to be collected over the remaining lease term. A similar re-measurement occurred during the first quarter of 2014 due to a change in the amount~~ and timing of cash flows related to taxes and insurance over the remaining lease term. ~~Consequently, the Company decreased the restructuring liability and recognized a benefit of $0~~change.4 million and $0.3 million, for the quarter and nine month period ended October 3, 2015 and the nine month period ended September 27, 2014, respectively, within “Restructuring costs” in the Condensed Consolidated Statements of Comprehensive Loss.

Changes in the restructuring ~~liability~~liabilities ~~for the quarters and nine months ended October 3, 2015 and September 27, 2014, respectively,~~ are as follows (in thousands):

	Quarters Ended
	Quarter Ended April 2, 2016
	October 3, 2015									September 27, 2014
	Distribution			Manufacturing			Total
	Distribution			Manufacturing			Total			Distribution		Manufacturing			Total
Balance at January 2, 2016	$	1,654		$	1,147		$	2,801
Balance at the beginning of the period	$	—		$	1,627		$	1,627		$	—	$	2,109		$	2,109
Accretion of related lease obligations	—			115			115
Increase (decrease)	2,177			(442		)	1,735			—		—			—
Payments	(298		)	(337		)	(635		)
Accretion of related lease obligations	—			170			170			—		120			120
Balance at April 2, 2016	$	1,356		$	925		$	2,281
Payments	—			(149		)	(149		)	—		(185		)	(185		)
	Quarter Ended April 4, 2015
Balance at the end of the period	$	2,177		$	1,206		$	3,383		$	—	$	2,044		$	2,044
	Distribution			Manufacturing			Total
Balance at January 3, 2015	$	—		$	1,960		$	1,960
Accretion of related lease obligations	—			114			114
Payments	—			(364		)	(364		)
Balance at April 4, 2015	$	—		$	1,710		$	1,710

	Nine Months Ended
	October 3, 2015								September 27, 2014
	Distribution		Manufacturing			Total			Distribution		Manufacturing			Total
Balance at the beginning of the period	$	—	$	1,960		$	1,960		$	—	$	2,772		$	2,772
Increase (decrease)	2,177		(442		)	1,735			—		(331		)	(331		)
Accretion of related lease obligations	—		322			322			—		372			372
Payments	—		(634		)	(634		)	—		(769		)	(769		)
Balance at the end of the period	$	2,177	$	1,206		$	3,383		$	—	$	2,044		$	2,044

The remaining restructuring liability is included in “Accrued Liabilities” and “Other Liabilities” in the Condensed Consolidated Balance Sheets and will continue to be paid until April 2020 and July 2020, the lease expiration dates for the Ennis warehouse facility and the last of the supply center closures, respectively. For the quarters ended April 2, 2016 and April 4, 2015, there were no changes in the restructuring liabilities that impacted selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Loss.

The restructuring liability is included in “Accrued liabilities” and “Other liabilities” in the Condensed Consolidated Balance Sheets and will continue to be paid until April 2020 and July 2020, the lease expiration dates for the Ennis warehouse facility and the last of the supply center closures, respectively. 7

Table of Contents

6. Product Warranty Costs

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

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

Quarters Ended

~~Nine Months Ended~~

October 3, 2015

September 27, 2014

October 3, 2015

September 27, 2014

April 2, 2016

April 4, 2015

Balance at the beginning of the period

8885,~~901~~112

9289,~~891~~940

~~89,940~~

~~93,207~~

Provision for warranties issued and changes in estimates for pre-existing warranties

1,~~513~~327

21,~~104~~250

~~4,220~~

~~4,930~~

Claims paid

(1,~~689~~503

)

(1,~~885~~328

)

~~(4,752~~

)

~~(5,073~~

)

Foreign currency translation

~~(449~~566

)

(~~537~~616

)

~~(1,132~~

)

~~(491~~

)

Balance at the end of the period

8885,~~276~~502

9289,~~573~~246

~~88,276~~

~~92,573~~

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

7. Executive Officers’ Separation and Hiring Costs

Separation and hiring costs related to the Company’s executive officers include payroll taxes, certain benefits and related professional fees, all of which are recorded as a component of selling, general and administrative expenses. ~~For~~During ~~the quarter and nine months ended October 3~~2014, ~~2015,~~ the Company recorded $02.~~7 million and $~~0.8 million, ~~respectively,~~ of separation and hiring costs, primarily ~~relating~~related to ~~amounts payable to~~ the Company’s former executives for separation costs incurred in prior years. Separation and hiring costs were $0.3 million and $3.1 million for the quarter and nine months ended September 27, 2014, respectively, primarily relating to changes in the Company’s management, including the resignations of Jerry W. Burris, the former President and Chief Executive Officer, and David S. Nagle, the former Chief Operations Officer, AMI Distribution and Services, ~~Robert~~as C.well ~~Gaydos,~~as ~~former Senior Vice President, Operations and Paul Morrisroe, former Senior Vice President and Chief Financial Officer. Separation and hiring costs for~~ the ~~quarter and nine months ended September 27, 2014 also include costs incurred for the~~ hiring of Dana R. Snyder, who was named Interim Chief Executive Officer ~~and~~prior to the appointment of Brian C. Strauss, as President and Chief Executive Officer, asin ~~well~~May ~~as the hiring of William Topper, Executive Vice President, Operations, and Scott F~~2014. ~~Stephens,~~For ~~Executive Vice President and Chief Financial Officer of~~ the ~~Company.~~quarter Asended ~~of October~~April 32, ~~2015~~2016, ~~the~~there ~~remaining~~was ~~balance~~$0.1 ~~payable~~million toof ~~the~~separation ~~Company’s~~and ~~former~~hiring ~~executives for separation~~ costs ~~was~~and $0.53 million, ~~which~~of ~~will~~remaining bepayables ~~paid~~related atto ~~various~~2014 ~~dates~~executive ~~through~~restructuring ~~2016~~activities.

8. Long-Term Debt

	October 3, 2015		January 3, 2015
9.125% Senior Secured Notes due 2017	$	833,025	$	834,004
Borrowings under the ABL facilities	94,500		69,400
Total long-term debt	$	927,525	$	903,404

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

9.125% Senior Secured Notes due 2017



	April 2, 2016			January 2, 2016
9.125% Senior Secured Notes, due 2017	$	830,000		$	830,000
Borrowings under the ABL facilities	80,724			92,800
Promissory note, related parties	27,500			—
Plus: Unamortized premium	2,340			2,684
Less: Deferred financing costs, net of amortization	(9,069		)	(8,677		)
Total long-term debt	$	931,495		$	916,807

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

OnIn ~~May~~October 12010, ~~2013,~~ the ~~Issuers~~Company ~~issued~~ and ~~sold~~its anwholly ~~additional~~owned ~~$100.0~~subsidiary, ~~million~~AMH inNew ~~aggregate~~Finance, ~~principal amount of 9~~Inc.~~125%~~ ~~Senior Secured Notes due November 1, 2017~~ (~~the~~ “~~new notes~~AMHNF” and, together with ~~existing~~the ~~notes~~Company, collectively, the “~~9.125% notes~~Issuers”) atissued anand ~~issue~~sold ~~price~~$730.0 million of ~~106~~9.00125% Senior ofSecured ~~the~~Notes ~~principal~~due ~~amount~~November of1, 2017 (the ~~new~~“existing notes ~~in a private placement~~”). The ~~Company~~existing ~~used~~notes ~~the~~bear ~~net~~interest ~~proceeds~~at ofa ~~the~~rate ~~offering~~of to9.125% per ~~repay~~annum, ~~the~~payable ~~outstanding~~on ~~borrowings~~May ~~under~~1 ~~its ABL facilities~~ and ~~for~~November ~~other~~1 ~~general~~of ~~corporate~~each ~~purposes~~year. ~~The new notes~~

Table of Contents

~~were issued as additional notes under the same indenture, dated as of October 13, 2010, governing the~~ existing notes, as supplemented by a supplemental indenture (collectively, the “Indenture”). On October 31, 2013, all of the new notes were exchanged for 9.125% Senior Secured Notes due 2017, which have been registered under the Securities Act of 1933, as amended. The new notes are consolidated with and form a single class with the existing notes and have the same terms as to status, redemption, collateral and otherwise (other than issue date, issue price and first interest payment date) as the existing notes. The debt premium related to the issuance of the new notes is being amortized into interest expense over the life of the new notes. The ~~unamortized premium of $3.0 million is included in the long-term debt balance for the 9.125% notes. The~~ effective interest rate of the new notes, including the premium, is 7.5% as of ~~October~~April 32, ~~2015~~2016.

The 9.125% notes, at par value of $830.0 million, have an estimated fair value, classified as a Level 1 measurement, of $~~649~~653.6 million and $~~652~~576.84 million based on quoted market prices as of ~~October~~April 32, ~~2015~~2016 and January 32, ~~2015~~2016, respectively.

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

Guarantees. The 9.125% notes are unconditionally guaranteed, jointly and severally, by each of the Issuers’ 100% owned direct and indirect domestic subsidiaries (“guarantors”) that guarantee our obligations under the ABL facilities.

Collateral. The 9.125% notes and the guarantees are secured by a first-priority lien on substantially all of the Issuers’ and the guarantors’ present and future assets located in the United States (other than the ABL collateral, in which the 9.125% notes and the guarantees have a second-priority lien, and certain other excluded assets), including equipment, owned real property valued at $5.0 million or more and all present and future shares of capital stock of each of the Issuers’ and each guarantor’s material directly 100% owned domestic subsidiaries and 65% of the present and future shares of capital stock, of each of the Issuers’ and each guarantor’s directly owned foreign restricted subsidiaries (other than Canadian subsidiaries), in each case subject to the Rule 3-16 exclusion described below, certain other exceptions and customary permitted liens. In addition, the 9.125% notes and the guarantees are secured by a second-priority lien on substantially all of the Issuers’ and the guarantors’ present and future assets, which assets also secure the Issuers’ obligations under the ABL facilities, including accounts receivable, inventory, related general intangibles, certain other related assets and the proceeds thereof.

The capital stock and other securities of any subsidiary will be excluded from the collateral securing the 9.125% notes and the guarantees to the extent that the pledge of such capital stock and other securities would result in the Company being required to file separate financial statements of such subsidiary with the SEC pursuant to Rule 3-16 or Rule 3-10 of Regulation S-X under the Securities Act of 1933, as amended. Rule 3-16 of Regulation S-X requires the presentation of a company’s standalone, audited financial statements if that company’s capital stock or other securities are pledged to secure the securities of another issuer, and the greatest of the principal amount, par value, book value and market value of the pledged stock or securities equals or exceeds 20% of the principal amount of the securities secured by such pledge. Accordingly, the collateral securing the 9.125% notes and the guarantees may in the future exclude the capital stock and securities of the Company’s subsidiaries, in each case to the extent necessary to not be subject to such requirement.

Optional Redemption. The Issuers have the option to redeem the 9.125% notes, in whole or in part, at any time on or after November 1, 2013 at redemption prices (expressed as percentages of principal amount of the 9.125% notes to be redeemed) of 106.844%, 104.563%, 102.281% and 100.000% during the 12-month periods commencing on November 1, 2013, 2014, 2015 and 2016, respectively, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date.

Change of Control. Upon the occurrence of a change of control, as defined in the Indenture, the Issuers must give holders of notes the opportunity to sell the Issuers their 9.125% notes at 101% of their face amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

Covenants. The Indenture contains covenants limiting the Issuers’ ability and the ability of their restricted subsidiaries to, among other things: pay dividends or distributions, repurchase equity, prepay junior debt and make certain investments; incur additional debt or issue certain disqualified stock and preferred stock; incur liens on assets; merge or consolidate with another company or sell all or substantially all assets; enter into transactions with affiliates; and enter into agreements that would restrict our subsidiaries to pay dividends or make other payments to us. These covenants are subject to important exceptions and qualifications as described in the Indenture. Most of these covenants will cease to apply for so long as the 9.125% notes have investment grade ratings from both Moody’s Investors Service, Inc. and Standard & Poor’s Rating Services.

ABL Facilities

In October 2010, the Company ~~entered~~and ~~into~~certain ~~the ABL facilities in the amount~~ of ~~$225.0~~its ~~million~~subsidiaries (~~comprised~~as ~~of a $150.0 million~~ “U.S. ~~facility~~ borrowers” and ~~a $75.0 million~~ “Canadian ~~facility)~~borrowers” ~~pursuant to a revolving credit agreement dated October 13~~and, ~~2010~~collectively, ~~which was subsequently amended and restated on April 18, 2013 (~~the “~~Amended and Restated Revolving Credit Agreement~~borrowers”) ~~to,~~entered ~~among~~into ~~other things, extend~~ the ~~maturity~~ABL ~~date~~facilities ofin the ~~revolving~~amount ~~credit agreement from October 13, 2015 to the earlier~~ of ~~(i) April 18, 2018 and (ii) 90 days prior to the maturity date of the existing notes. Subsequently, the Company terminated the tranche B revolving credit commitments of~~ $12225.0 million ~~and~~(comprised ~~wrote~~of ~~off~~a $0150.50 million ~~of deferred financing fees related to the ABL facilities.~~

At the Company’s option, the U.S. and Canadian tranche A revolving credit loans under the Amended and Restated Revolving Credit Agreement governing the ABL facilities bear interest at the rate equal to (1) the London Interbank Offered Rate (“LIBOR”) (for eurodollar loans under the U.S. facility) or the Canadian Dealer Offered Rate (“CDOR”) (for loans under the Canadian facility), plus an applicable margin of 2.25% as of October 3, 2015, or (2) the alternate base rate (for alternate base rate loans under the U.S. facility, which is the highest of a prime rate, the Federal Funds Effective Rate plus 0.50% and a one-month LIBOR rate plus 1.0% per annum) or the alternate Canadian base rate (for loans under the Canadian facility, which is the higher of a Canadian prime rate and the 30-day CDOR plus 1.0%), plus an applicable margin of 1.25% as of October 3, 2015, in each case, which interest rate margin may vary in 25 basis point increments between three pricing levels determined by reference to the average excess availability in respect of the U.S. and Canadian tranche A revolving credit loans. In addition to paying interest on outstanding principal under the ABL facilities, the Company is required to pay a commitment fee in respect of the U.S. and Canadian tranche A revolving credit loans, payable quarterly in arrears, of 0.375%. 9

~~The~~Table Amended and Restated Revolving Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, with respect to negative covenants, among other things, restrictions on indebtedness, liens, investments, fundamental changes, asset sales, dividends and other distributions, prepayments or redemption of junior debt, transactions with affiliates and negative pledge clauses. There are no financial covenants included in the Amended and Restated Revolving Credit Agreement, other than a springing fixed charge coverage ratio of at least 1.00 to 1.00, which will be tested only when excess availability is less than the greater of (i) 10.0% of the sum of (x) the lesser of (A) the U.S. tranche A borrowing base and (B) the U.S. tranche A revolving credit commitments and (y) the lesser of (A) the Canadian tranche A borrowing base and (B) the Canadian tranche A revolving credit commitments and (ii) $20.0 million for a period of five consecutive business days until the 30th consecutive day when excess availability exceeds the above threshold. Contents

OnU.S. facility ~~March~~and ~~23,~~a ~~2015~~$75.0 million Canadian facility, the ~~Amended~~“U.S facility” and ~~Restated~~the ~~Revolving~~“Canadian ~~Credit~~facility,” ~~Agreement~~respectively) ~~was~~pursuant ~~amended~~ to ~~permit,~~a ~~among~~revolving ~~other~~credit ~~things~~agreement dated October 13, ~~for~~2010, ~~the~~which ~~period~~was ~~commencing~~subsequently onamended and ~~including~~restated on April 318, ~~2015~~2013 ~~through~~(as ~~and including June 5~~amended, ~~2015,~~the ~~for~~“Amended ~~the~~and ~~fixed~~Restated ~~charge~~Revolving ~~coverage~~Credit ~~ratio~~Agreement”) to, beamong ~~tested~~other orthings, ~~for~~extend athe ~~cash~~maturity ~~dominion~~date ~~period~~of tothe ~~commence~~revolving ~~only~~credit ifagreement ~~excess~~from ~~availability~~October is13, ~~less~~2015 ~~than~~to ~~$15.0~~the ~~million~~earlier ~~for~~of a(i) ~~period~~April of18, ~~five~~2018 ~~consecutive~~and ~~business~~(ii) 90 days. Inprior ~~addition,~~to ~~such~~the ~~amendment~~maturity ~~includes~~date aof ~~provision~~the ~~for~~existing ~~weekly~~notes. ~~borrowing~~Subsequently, ~~base~~we ~~certificate~~terminated ~~reporting for~~ the ~~period~~tranche ~~commencing~~B onrevolving ~~and~~credit ~~including~~commitments ~~April~~of $12,.0 ~~2015~~million ~~through~~ and ~~including~~wrote ~~June~~off ~~10,~~$0.5 ~~2015~~million ~~in lieu~~ of ~~delivery~~deferred offinancing afees ~~borrowing~~related ~~base~~to ~~certificate~~the ~~after~~ABL ~~each fiscal month~~facilities.

~~The~~Interest ~~fixed~~Rate ~~charge~~and ~~coverage~~Fees. ~~ratio~~At ~~was~~the 0Company’s option, the U.~~56:1~~S.00 ~~for~~and Canadian tranche A revolving credit loans under the ~~four~~Amended ~~consecutive~~and ~~fiscal~~Restated ~~quarter~~Revolving ~~test~~Credit ~~period~~Agreement ~~ended~~governing ~~October~~the ABL facilities bear interest at the rate equal to (1) the 3,London ~~2015~~Interbank Offered Rate (“LIBOR”) (for eurodollar loans under the U.S. facility) ~~The~~or ~~Company~~the ~~has~~Canadian ~~not~~Dealer ~~triggered~~Offered ~~such~~Rate ~~fixed~~(“CDOR”) ~~charge~~(for ~~coverage~~loans ~~ratio~~under ~~covenant~~the Canadian facility), plus an applicable margin of 2.25% as of ~~October~~April 32, ~~2015~~2016, asor ~~excess~~(2) the ~~availability~~alternate base rate (for alternate base rate loans under the U.S. facility, which is the highest of ~~$59~~a prime rate, the Federal Funds Effective Rate plus 0.50% and a one-month LIBOR rate plus 1.0% per ~~million~~annum) or the alternate Canadian base rate (for loans under the Canadian facility, which is the higher of a Canadian prime rate and the 30-day CDOR plus 1.0%), plus an applicable margin of 1.25% as of ~~such~~April 2, ~~date~~2016, ~~was~~in each case, which interest rate margin may vary in 25 basis point increments between three pricing levels determined by reference to the average excess availability in respect of the ~~covenant~~U.S. ~~trigger~~and ~~threshold~~Canadian tranche A revolving credit loans. ~~The~~In ~~Company~~addition ~~currently~~to ~~does~~paying ~~not~~interest ~~expect~~on outstanding principal under the ABL facilities, the Company is required to ~~trigger~~pay a commitment fee in respect of the ~~fixed~~U.S. ~~charge~~and ~~coverage~~Canadian ~~ratio~~tranche ~~test~~A ~~for~~revolving ~~fiscal~~credit ~~year~~loans, ~~2015~~payable quarterly in arrears, of 0.375%.

AsBorrowing Base. Availability for borrowings under each of ~~October 3~~the U.S. facility and the Canadian facility is subject to a borrowing base, ~~2015~~which is based on (i) the U.S borrowers’ eligible accounts receivable and inventory, ~~there~~with ~~was~~respect ~~$94~~to the U.5S. ~~million~~facility ~~drawn~~and ~~under~~(ii) the ~~Company~~Canadian borrowers’s ~~ABL~~eligible ~~facilities~~accounts receivable, inventory and, ~~$79.1~~equipment ~~million~~and ~~available~~real property, in each case, after adjusting for ~~additional~~customary ~~borrowings.~~reserves ~~The~~and, ~~weighted~~in ~~average~~the ~~per~~case ~~annum~~of ~~interest~~the ~~rate~~Canadian ~~applicable~~facility, certain payables established or modified from time to ~~borrowings~~time ~~under~~by and at the ~~U.S.~~permitted ~~portion~~discretion ~~and~~of the ~~Canadian~~administrative ~~portion~~agent thereunder. To the extent that the value of the components in a borrowing base decline, the applicable borrowing base will decrease and the availability under the ABL facilities ~~was~~may ~~2.7%~~decrease ~~and~~below 4the $213.~~5%,~~0 asmillion of ~~October 3,~~aggregate ~~2015~~commitments. ~~The~~In ~~Company~~addition, ~~had~~if the amount of outstanding borrowings and letters of credit under the U.S. facility or the Canadian facility exceeds the applicable borrowing base or the applicable revolving credit commitments, we are required to prepay borrowings in an amount sufficient to eliminate the excess.

Guarantors. All obligations under the U.S. facility are guaranteed by each existing and subsequently acquired direct and indirect wholly-owned material U.S. restricted subsidiary of us and by our direct parent, other than certain excluded subsidiaries (“U.S. guarantors”). All obligations under the Canadian facility are guaranteed by each existing and subsequently acquired direct and indirect wholly-owned material Canadian restricted subsidiary of us, other than certain excluded subsidiaries (“Canadian guarantors” and, together with U.S. guarantors, “ABL guarantors”) and the U.S. guarantors.

Security. All obligations of the U.S. borrowers and the U.S. guarantors under the ABL facilities are secured by a security interest in substantially all of our present and future property and assets, including a first-priority security interest in our capital stock and a second-priority security interest in the capital stock of each of our direct, material wholly-owned restricted subsidiaries (the “U.S ABL Collateral”. The Canadian security agreement provides that all obligations of the Canadian borrowers and the Canadian guarantors are secured by the U.S. ABL Collateral and a security interest in substantially all of our Canadian assets, including a first-priority security interest in the capital stock of the Canadian borrowers and each direct, material wholly-owned restricted subsidiary of the Canadian borrowers and Canadian guarantors.

Covenants, Representations and Warranties. The Amended and Restated Revolving Credit Agreement, contains customary representations and warranties and customary affirmative and negative covenants, including, with respect to negative covenants, among other things, restrictions on indebtedness, liens, investments, fundamental changes, asset sales, dividends and other distributions, prepayments or redemption of junior debt, transactions with affiliates and negative pledge clauses. There are no financial covenants included in the Amended and Restated Revolving Credit Agreement, other than a springing fixed charge coverage ratio of at least 1.00 to 1.00, which, pursuant to Amendment No. 3 (as defined below), will be tested only when excess availability is less than (1) for the period commencing on and including February 19, 2016 through and including April 21, 2016, $10.0 million, (2) for the period commencing on and including April 22, 2016 through and including May 19, 2016, $7.5 million, (3) for the period commencing on and including May 20, 2016 through and including June 3, 2016, $10.0 million and (4) for the period commencing on and including June 4, 2016 and thereafter, the greater of (i) 10.0% of the sum of (x) the lesser of (A) the U.S. borrowing base and (B) the U.S. revolving credit commitments and (y) the lesser of (A) the Canadian borrowing base and (B) the Canadian revolving credit commitments and (ii) $20.0 million, in each case for a period of five consecutive business days until the 30th consecutive day when excess availability exceeds the above threshold.

Table of Contents

~~outstanding~~On ofFebruary ~~$13.1~~19, ~~million~~2016, aswe ofentered ~~October~~ into Amendment No. 3, ~~2015~~to ~~primarily~~Amended ~~securing~~and ~~insurance~~Restated ~~policy~~Revolving ~~deductibles,~~Credit ~~certain~~Agreement ~~lease~~(“Amendment ~~facilities~~No. ~~and~~3”), ~~the~~which ~~Company’s~~permitted, ~~purchasing~~among ~~card~~other ~~program.~~things:


•	for the period commencing on and including February 19, 2016 through April 21, 2016, for a cash dominion period to commence, only if excess availability is less than $10.0 million for a period of five consecutive business days (or upon the occurrence and continuance of an event of default), and


•	for the period commencing on and including April 22, 2016 through and including May 19, 2016, for a cash dominion period to commence, only if excess availability is less than $7.5 million for a period of five consecutive business days (or upon the occurrence and continuance of an event of default), and


•	for the period commencing on and including May 20, 2016 through and including June 3, 2016, for a cash dominion period to commence, only if excess availability is less than $10.0 million for a period of five consecutive business days.

In addition, Amendment No. 3 includes a provision which reduces excess availability in certain circumstances by adding an availability block (i) for the period commencing on and including February 19, 2016 through and including April 21, 2016 $10.0 million, (ii) for the period commencing on and including April 22, 2016 through and including May 19, 2016 $7.5 million, and commencing on and including May 20, 2016 through April 18, 2018 $10.0 million, which would increase to $20.0 million for the period beginning on and including May 20, 2016 through April 18, 2018 in the event all or any portion of the principal of the Sponsor Secured Note (as defined below) is repaid prior to the Amended and Restated Revolving Credit Agreement maturity date.

The fixed charge coverage ratio was 1.05:1.00 for the four consecutive fiscal quarter test period ended April 2, 2016 based upon consolidated adjusted EBITDA of $101.0 million in accordance with the Credit Agreement. The Company has not triggered such fixed charge coverage ratio covenant as of April 2, 2016, as excess availability of $40.6 million as of such date was in excess of the covenant trigger threshold. The Company currently does not expect to trigger the fixed charge coverage ratio test for fiscal year 2016. Should the current economic conditions or other factors described herein cause our results of operations to deteriorate beyond our expectations, we may trigger such covenant and, if so triggered, may not be able to satisfy such covenant and be forced to refinance such debt or seek a waiver. Even if new financing is available, it may not be available on terms that are acceptable to us. If we are required to seek a waiver, we may be required to pay significant amounts to the lenders under our ABL facilities to obtain such a waiver.

As of April 2, 2016, there was $80.7 million drawn under the Company’s ABL facilities and $40.6 million available for additional borrowings. The weighted average per annum interest rate applicable to borrowings under the U.S. portion and the Canadian portion of the ABL facilities was 2.9% and 4.6%, respectively, as of April 2, 2016. The Company had letters of credit outstanding of $12.3 million as of April 2, 2016 primarily securing insurance policy deductibles, certain lease facilities and the Company’s purchasing card program.

In addition to the financial covenant described above, certain incurrences of debt and investments require compliance with financial covenants under the Amended and Restated Revolving Credit Agreement and the Indenture. The breach of any of these covenants could result in a default under the Amended and Restated Revolving Credit Agreement and the Indenture, and the lenders or note holders, as applicable, could elect to declare all amounts borrowed due and payable. See Part 1, Item 1A. “Risk Factors” in our Annual Report. We were in compliance with such financial covenants as of April 2, 2016.

First Lien Promissory Note

On February 19, 2016, the Company, the other borrowers, AMHNF and Holdings, and H&F Finco LLC (“H&F Finco”), an affiliate of Hellman & Friedman LLC, entered into a first lien promissory note (the “Sponsor Secured Note”), $20.0 million to the U.S. borrowers, AMHNF and Holdings and $7.5 million to the Canadian borrowers. The Sponsor Secured Note bears interest at the LIBOR rate plus 4.25%, with a LIBOR floor of 1%, and matures at the earlier of (i) June 18, 2018 and (ii) 30 days prior to the maturity date of the Company’s 9.125% notes. Prepayment of the Sponsor Secured Note is required if (i) excess availability on the date of such payment (prior to giving effect thereto) is no less than $60.0 million and (ii) excess availability on the date of such payment (immediately after giving effect thereto) and the projected daily average excess availability for the thirty-day period immediately following the date of such payment is, in each case, no less than $32.5 million. The Sponsor Secured Note is subject to the same covenants and events of default contained in the Amended and Restated Revolving Credit Agreement and certain additional customary covenants and events of default.

The Sponsor Secured Note is guaranteed by the same guarantors and to the same extent as such guarantors guarantee the obligations of the Company under the Amended and Restated Revolving Credit Agreement. The obligations of the Company, AMHNF, Holdings and the guarantors under the Sponsor Secured Note are secured on a pari passu basis to the liens and assets

Table of Contents

securing the obligations under the Amended and Restated Revolving Credit Agreement (the “ABL Shared Collateral”), subject to the applicable intercreditor agreement. Concurrently with entering into the Sponsor Secured Note, the Company, the other borrowers, AMHNF, Holdings and the guarantors under the Sponsor Secured Note entered into a revolving loan intercreditor agreement with H&F Finco, as the subordinated debt representative and UBS AG, Stamford Branch and UBS AG Canada Branch, as the senior representatives which subordinates the lien of H&F Finco to the lien of the senior representative and the senior lenders under the Amended and Restated Revolving Credit Agreement in respect of any right of payment from the proceeds of any sale or disposition of ABL Shared Collateral.

9. Income Taxes

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

	Quarters Ended						Nine Months Ended
	October 3, 2015			September 27, 2014			October 3, 2015			September 27, 2014
Loss before income taxes	$	(3,088	)	$	(246,803	)	$	(43,785	)	$	(301,001	)
Income tax expense (benefit)	2,116			(27,627		)	4,879			(24,868		)
Effective tax rate	(68.5		)%	11.2		%	(11.1		)%	8.3		%

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

The effective tax rates for the quarter and nine months ended October 3, 2015 vary from the statutory rate, primarily as a result of operating losses in the U.S. with no tax benefit recognized due to the valuation allowance against net U.S. deferred tax assets, and income tax expense on foreign income.



	Quarters Ended
	April 2, 2016			April 4, 2015
Loss before income taxes	$	(26,880	)	$	(37,789	)
Income tax expense	1,132			533
Effective tax rate	(4.2		)%	(1.4		)%

The effective tax rates for the ~~quarter~~quarters ~~and~~ended ~~nine~~April 2, ~~months~~2016 ~~ended~~and ~~September~~April 274, ~~2014~~2015 ~~were~~vary ~~primarily~~from the ~~result~~statutory ofrate, ~~the~~primarily ~~tax~~as ~~impact~~a result of ~~the~~operating ~~impairment~~losses ~~charges~~in ~~that~~the ~~were~~U.S. ~~recorded~~with ~~during~~no ~~the~~tax ~~quarter~~benefit ~~ended~~recognized ~~September~~due ~~27,~~to ~~2014~~the ~~for~~valuation ~~the~~allowance ~~Company’s~~against ~~goodwill~~net ~~and~~U.S. ~~indefinite-lived~~deferred ~~intangible~~tax assets.

10. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component, net of tax, are as follows (in thousands):

	Defined Benefit Pension and Other Postretirement Plans			Foreign Currency Translation			Accumulated Other Comprehensive Loss
Balance at January 3, 2015	$	(23,781	)	$	(36,842	)	$	(60,623	)
Balance at January 2, 2016	$	(18,901	)	$	(68,006	)	$	(86,907	)
Other comprehensive loss before reclassifications, net of tax of $0	—			(21,624		)	(21,624		)
Other comprehensive income before reclassifications, net of tax of $0	—			11,018			11,018
Amounts reclassified from accumulated other comprehensive loss, net of tax of $51	444			—			444
Amounts reclassified from accumulated other comprehensive loss, net of tax of $14	17			—			17
Balance at October 3, 2015	$	(23,337	)	$	(58,466	)	$	(81,803	)
Balance at April 2, 2016	$	(18,884	)	$	(56,988	)	$	(75,872	)

	Defined Benefit Pension and Other Postretirement Plans			Foreign Currency Translation	~~Foreign Currency Translation~~		Accumulated Other Comprehensive Loss		~~Accumulated Other Comprehensive Loss~~
Balance at December 28, 2013	$	(3,513	)		$	(14,403	)		$	(17,916	)
Balance at January 3, 2015	(23,781	)		(36,842	)		(60,623	)
Other comprehensive loss before reclassifications, net of tax of $0	—			(11,586	~~(10,075~~)		)(11,586	)	~~(10,075~~		)
Amounts reclassified from accumulated other comprehensive loss, net of tax of $15	11				—				11
Amounts reclassified from accumulated other comprehensive loss, net of tax of $17	148			—			148
Balance at September 27, 2014	$	(3,502	)		$	(24,478	)		$	(27,980	)
Balance at April 4, 2015	(23,633	)		(48,428	)		(72,061	)

1112

Table of Contents

	Quarters Ended						Nine Months Ended
	October 3, 2015			September 27, 2014			October 3, 2015			September 27, 2014
Defined Benefit Pension and Other Postretirement Plans:
Amortization of unrecognized prior service costs	$	7		$	5		$	20		$	17
Amortization of unrecognized cumulative actuarial net loss	158			3			475			9
Total before tax	165			8			495			26
Tax benefit	(20		)	(5		)	(51		)	(15		)
Net of tax	$	145		$	3		$	444		$	11

Reclassifications out of accumulated other comprehensive loss consist of the following (in thousands):



	Quarters Ended
	April 2, 2016			April 4, 2015
Defined Benefit Pension and Other Postretirement Plans:
Amortization of unrecognized prior service costs	$	6		$	7
Amortization of unrecognized cumulative actuarial net loss	25			158
Total before tax	31			165
Tax expense	(14		)	(17		)
Net of tax	$	17		$	148

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

11. Stock Plans

In April 2015, the board of directors of Associated Materials Group, Inc. (“Parent”) and Parent’s stockholders approved an amendment and restatement to the Parent’s 2010 Stock Incentive Plan (“2010 Plan”) to increase the maximum number of shares which may be issued under the 2010 Plan by 1,500,000 from 7,550,076 to 9,050,076 shares of Parent common stock.

In June 2015, Parent’s board of directors modified certain time-based and performance-based options held by eligible participants to reduce the exercise price of such options. The number of options repriced was 4.5 million to 17 employees under the senior leadership team, with a weighted average exercise price prior to repricing of $9.23 and an average remaining contractual life of 8.8 years. The compensation cost related to this repricing resulted in additional unrecognized non-cash expense of $0.3 million that may be recognized over the remaining life of the options, subject to vesting conditions.

12. Retirement Plans

The Company sponsors defined benefit pension plans that cover hourly workers at its West Salem, Ohio plant, and hourly union employees at its Woodbridge, New Jersey plant, as well as a defined benefit retirement plan covering U.S. salaried employees, which was frozen in 1998 and subsequently replaced with a defined contribution plan (such plans collectively, the “Domestic Plans”). The Company also sponsors a defined benefit pension plan covering the 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 (such plans collectively, the “Foreign Plans”). In 2014, the pension plans for Pointe Claire and Burlington were amended to reflect an increase in benefits, effective November 15, 2015 and September 1, 2016, respectively. Also, the Pointe Claire plan was amended to disallow a lump sum payment feature that triggered settlement losses recorded in previous years.

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

1213

Table of Contents

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

Components of net periodic benefit cost for the Company’s Domestic Plans, Foreign Plans and OPEB Plans are as follows (in thousands):



	Quarters Ended
	April 2, 2016									April 4, 2015
	Domestic Plans			Foreign Plans			OPEB Plans			Domestic Plans			Foreign Plans			OPEB Plans
Service cost	$	316		$	620		$	3		$	331		$	641		$	4
Interest cost	827			770			31			806			791			43
Expected return on assets	(854		)	(832		)	—			(973		)	(938		)	—
Amortization of unrecognized:
Prior service costs (credits)	3			5			(2		)	3			6			(2		)
Cumulative actuarial net loss (gain)	21			49			(45		)	104			59			(5		)
Net periodic benefit cost	$	313		$	612		$	(13	)	$	271		$	559		$	40

	Quarters Ended
	October 3, 2015									September 27, 2014
	DomesticPlans			ForeignPlans			OPEB Plans			DomesticPlans			ForeignPlans			OPEB Plans
Service cost	$	330		$	610		$	4		$	322		$	597		$	4
Interest cost	805			753			43			788			911			49
Expected return on assets	(972		)	(893		)	—			(1,017		)	(1,079		)	—
Amortization of unrecognized:
Prior service costs (credits)	2			6			(1		)	3			4			(2		)
Cumulative actuarial net loss (gains)	105			57			(4		)	—			14			(11		)
Net periodic benefit cost	$	270		$	533		$	42		$	96		$	447		$	40

	Nine Months Ended
	October 3, 2015									September 27, 2014
	DomesticPlans			ForeignPlans			OPEB Plans			DomesticPlans			ForeignPlans			OPEB Plans
Service cost	$	992		$	1,900		$	10		$	967		$	1,794		$	10
Interest cost	2,417			2,346			130			2,364			2,738			147
Expected return on assets	(2,918		)	(2,783		)	—			(3,053		)	(3,243		)	—
Amortization of unrecognized:
Prior service costs (credits)	8			17			(5		)	9			14			(6		)
Cumulative actuarial net loss (gains)	313			176			(14		)	—			42			(33		)
Net periodic benefit cost	$	812		$	1,656		$	121		$	287		$	1,345		$	118

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

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

13. Commitments and Contingencies

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

From time to time, the Company is also involved in proceedings and potential proceedings relating to environmental, product liability and other matters, the claims of which are administered by the Company in the ordinary course of business. The Company maintains pollution and remediation insurance, as well as product liability insurance to provide coverage for these types of claims. Although it is difficult to estimate the Company’s potential exposure to these matters, the Company believes that the resolution of such matters will not have a material adverse effect on its financial position, results of operations or liquidity.

Environmental Claims

The Woodbridge, New Jersey facility is currently the subject of an investigation and/or remediation before the New Jersey Department of Environmental Protection (“NJDEP”) under ISRA Case No. E20030110 for the Company’s wholly owned subsidiary Gentek Building Products, Inc. (“Gentek”). The facility is currently leased by Gentek. Previous operations at the facility resulted in soil and groundwater contamination in certain areas of the property. In 1999, the property owner and Gentek signed a remediation agreement with NJDEP, pursuant to which the property owner and Gentek agreed to continue an investigation/remediation that had been commenced pursuant to a Memorandum of Agreement with NJDEP. Under the remediation agreement, NJDEP required posting of a remediation funding source of $0.1 million, which is currently satisfied by a $0.3 million standby letter of credit that was provided by Gentek to ~~the~~ NJDEP. During 2014, the delineation studies were completed and in early 2015 the Company was presented with several remedial plans. Based on the alternatives presented, the Company identified what it believed to be the most likely option and recorded the minimum liability for that option, which totaled $1.0 million as of January 3, 2015, the balance of which remains unchanged as of ~~October~~April 32, ~~2015~~2016. The Company believes this matter will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

Table of Contents

believes this matter will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

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

Table of Contents

14. Business Segments

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

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

Quarters Ended

~~Nine Months Ended~~

October 3, 2015

September 27, 2014

October 3, 2015

September 27, 2014

April 2, 2016

April 4, 2015

Vinyl windows

~~115~~86,~~637~~634

~~113~~82,~~807~~254

~~315,278~~

~~289,837~~

Vinyl siding products

5938,~~593~~585

6635,~~511~~165

~~153,111~~

~~160,233~~

Metal products

4429,~~022~~820

4728,~~562~~407

~~114,266~~

~~115,369~~

Third-party manufactured products

8552,~~521~~227

9147,~~717~~499

~~213,991~~

~~218,912~~

Other products and services

3529,~~014~~015

3427,~~145~~041

~~94,756~~

~~85,855~~

~~339~~236,~~787~~281

~~353~~220,~~742~~366

~~891,402~~

~~870,206~~

1416

Table of Contents

15. Subsidiary Guarantors

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

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

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

~~October~~April 32, ~~2015~~2016

(Unaudited, in thousands)

	Company			Co-Issuer		SubsidiaryGuarantors			Non-GuarantorSubsidiaries			Reclassification/Eliminations			Consolidated
ASSETS
Assets
Current assets:
Cash and cash equivalents	$	75,~~294~~249		$	—	$	—26		$	~~647~~796		$	—		$	76,~~941~~071
Accounts receivable, net	~~121~~99,~~555~~578			—		106,~~036~~286			3125,~~484~~202			—			~~163~~131,~~075~~066
Intercompany receivables	~~340~~335,~~533~~181			—		5968,~~619~~728			1,794			(~~401~~405,~~946~~703		)	—
Inventories	~~111~~88,~~582~~936			—		78,~~185~~461			3635,~~425~~916			—			~~155~~133,~~192~~313
Income taxes receivable	~~179~~—			—		54198			—1,526			—			~~233~~1,724
Deferred income taxes	~~487~~244			—		1,~~952~~258			—			—			21,~~439~~502
Prepaid expenses and other current assets	1012,~~012~~366			—		~~716~~969			1,~~146~~552			—			1114,~~874~~887
Total current assets	~~591~~541,~~642~~554			—		7985,~~562~~926			7166,~~496~~786			(~~401~~405,~~946~~703		)	~~340~~288,~~754~~563
Property, plant and equipment, net	6763,~~079~~047			—		1,~~297~~285			2526,~~594~~048			—			9390,~~970~~380
Goodwill	203,841			—		16,713			8687,~~651~~585			—			~~307~~308,~~205~~139
Other intangible assets, net	~~290~~280,~~118~~115			—		32,~~746~~521			8584,~~489~~187			—			~~408~~396,~~353~~823
Intercompany receivable	—			~~833~~832,~~025~~340		—			—			(~~833~~832,~~025~~340		)	—
Other assets	133,~~556~~589			—		685			~~1,220~~864			—			144,~~782~~538
Total assets	$	1,~~166~~092,~~236~~146		$	~~833~~832,~~025~~340	$	~~130~~136,~~324~~530		$	~~270~~265,~~450~~470		$	(1,~~234~~238,~~971~~043	)	$	1,~~165~~088,~~064~~443
LIABILITIES AND MEMBER'S DEFICIT
Liabilities and Member's Deficit
Current liabilities:
Accounts payable	$	8767,~~840~~200		$	—	$	87,~~114~~381		$	3122,~~915~~959		$	—		$	~~127~~97,~~869~~540
Intercompany payables	1,794			—		—			~~400~~403,~~152~~909			(~~401~~405,~~946~~703		)	—
Accrued liabilities	9181,~~638~~125			—		54,~~098~~364			96,~~078~~864			—			~~105~~92,~~814~~353
Deferred income taxes	~~926~~767			—		—			~~1,157~~464			—			21,~~083~~231
Income taxes payable	—34			—		—			~~2,158~~385			—			~~2,158~~419
Total current liabilities	~~182~~150,~~198~~920			—		1311,~~212~~745			~~444~~434,~~460~~581			(~~401~~405,~~946~~703		)	~~237~~191,~~924~~543
Deferred income taxes	5150,~~012~~149			—		1311,~~295~~920			21,~~575~~321			—			8583,~~882~~390
Other liabilities	8076,~~776~~513			—		2219,~~126~~625			1817,~~695~~172			—			~~121~~113,~~597~~310
Deficit in subsidiaries	~~144~~141,~~089~~185			—		~~225~~234,~~780~~425			—			(~~369~~375,~~869~~610		)	—
Long-term debt	~~916~~904,~~025~~674			~~833~~832,~~025~~340		—			1126,~~500~~821			(~~833~~832,~~025~~340		)	~~927~~931,~~525~~495
Member’s deficit	(~~207~~231,~~864~~295		)	—		(~~144~~141,~~089~~185		)	(~~225~~234,~~780~~425		)	~~369~~375,~~869~~610			(~~207~~231,~~864~~295		)
Total liabilities and member’s deficit	$	1,~~166~~092,~~236~~146		$	~~833~~832,~~025~~340	$	~~130~~136,~~324~~530		$	~~270~~265,~~450~~470		$	(1,~~234~~238,~~971~~043	)	$	1,~~165~~088,~~064~~443

1517

Table of Contents

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For The Quarter Ended ~~October~~April 32, ~~2015~~2016

(Unaudited, in thousands)

	Company			Co-Issuer		SubsidiaryGuarantors			Non-GuarantorSubsidiaries			Reclassification/Eliminations			Consolidated
Net sales	$	~~267~~195,~~732~~331		$	—	$	4432,~~388~~308		$	7847,~~243~~857		$	(5039,~~576~~215	)	$	~~339~~236,~~787~~281
Cost of sales	~~207~~156,~~494~~216			—		4129,~~978~~895			5936,~~187~~332			(5039,~~576~~215		)	~~258~~183,~~083~~228
Gross profit	6039,~~238~~115			—		2,~~410~~413			1911,~~056~~525			—			8153,~~704~~053
Selling, general and administrative expenses	4947,~~447~~257			—		1,~~759~~703			10,~~185~~473			—			6159,~~391~~433
Restructuring costs	1,787			—		—			—			—			1,787
(Loss) income from operations	(8,142		)	—		710			1,052			—			(6,380		)
Income from operations	9,004			—		651			8,871			—			18,526
Interest expense, net	20,817			—		—			66			—			20,883
Interest expense, net	19,008			—		1,616			184			—			20,808
Foreign currency (gain)	—			—		—			(383		)	—			(383		)
Foreign currency loss	—			—		—			806			—			806
Loss before income taxes	(28,959		)	—		710			1,369			—			(26,880		)
(Loss) income before income taxes	(10,004		)	—		(965		)	7,881			—			(3,088		)
Income tax expense (benefit)	778			—		(19		)	373			—			1,132
Income tax expense	20			—		13			2,083			—			2,116
Loss before equity loss from subsidiaries	(29,737		)	—		729			996			—			(28,012		)
(Loss) income before equity income from subsidiaries	(10,024		)	—		(978		)	5,798			—			(5,204		)
Equity income from subsidiaries	1,725			—		996			—			(2,721		)	—
Equity income from subsidiaries	4,820			—		5,798			—			(10,618		)	—
Net (loss) income	(28,012		)	—		1,725			996			(2,721		)	(28,012		)
Net (loss) income	(5,204		)	—		4,820			5,798			(10,618		)	(5,204		)
Other comprehensive income (loss):
Pension and other postretirement benefit adjustments, net of tax	~~145~~17			—		5535			4540			(~~100~~75		)	~~145~~17
Foreign currency translation adjustments, net of tax	(811,~~659~~018		)	—		(811,~~659~~018		)	(811,~~659~~018		)	17(22,~~318~~036		)	(811,~~659~~018		)
Total comprehensive loss	$	(13,718	)	$	—	$	(3,784	)	$	(2,816	)	$	6,600		$	(13,718	)
Total comprehensive income (loss)	$	(16,977	)	$	—	$	12,778		$	12,054		$	(24,832	)	$	(16,977	)

1618

Table of Contents

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For The Nine Months Ended October 3, 2015

(Unaudited, in thousands)

	Company			Co-Issuer		SubsidiaryGuarantors			Non-GuarantorSubsidiaries			Reclassification/Eliminations			Consolidated
Net sales	$	709,642		$	—	$	117,128		$	202,968		$	(138,336	)	$	891,402
Cost of sales	558,120			—		111,785			155,211			(138,336		)	686,780
Gross profit	151,522			—		5,343			47,757			—			204,622
Selling, general and administrative expenses	146,298			—		5,129			30,600			—			182,027
Restructuring costs	1,787			—		—			—			—			1,787
Income from operations	3,437			—		214			17,157			—			20,808
Interest expense, net	57,072			—		4,939			659			—			62,670
Foreign currency loss	—			—		—			1,923			—			1,923
(Loss) income before income taxes	(53,635		)	—		(4,725		)	14,575			—			(43,785		)
Income tax expense	925			—		90			3,864			—			4,879
(Loss) income before equity income from subsidiaries	(54,560		)	—		(4,815		)	10,711			—			(48,664		)
Equity income from subsidiaries	5,896			—		10,711			—			(16,607		)	—
Net (loss) income	(48,664		)	—		5,896			10,711			(16,607		)	(48,664		)
Other comprehensive income (loss):
Pension and other postretirement benefit adjustments, net of tax	444			—		173			143			(316		)	444
Foreign currency translation adjustments, net of tax	(21,624		)	—		(21,624		)	(21,624		)	43,248			(21,624		)
Total comprehensive loss	$	(69,844	)	$	—	$	(15,555	)	$	(10,770	)	$	26,325		$	(69,844	)

Table of Contents

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For ~~the~~The ~~Nine~~Quarter ~~Months~~ Ended ~~October~~April 32, ~~2015~~2016

(Unaudited, in thousands)

	Company			Co-Issuer		SubsidiaryGuarantors			Non-GuarantorSubsidiaries			Reclassification/Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(31,035	)	$	—	$	15,531		$	6,962		$	—		$	(8,542	)
Net cash provided by (used in) operating activities	$	(988	)	$	—	$	3,324		$	(17,564	)	$	—		$	(15,228	)
INVESTING ACTIVITIES
Investing Activities
Capital expenditures	(131,~~160~~057		)	—		(~~113~~80		)	(~~1,355~~838		)	—			(141,~~628~~975		)
Proceeds from the sale of assets	~~138~~82			—		—			24			—			~~140~~86
Payments on loans to affiliates	—			—		(153,~~418~~370		)	~~(25,000~~—		)	403,~~418~~370			—
Receipts on loans to affiliates	~~2,000~~—			—		—			14(7,000		)	~~(16~~7,000		)	—
Net cash used in investing activities	(11,022		)	—		(15,531		)	(12,353		)	24,418			(14,488		)
Net cash provided by (used in) investing activities	(975		)	—		(3,450		)	(7,834		)	10,370			(1,889		)
FINANCING ACTIVITIES
Financing Activities
Borrowings under ABL facilities	7115,~~700~~000			—		—			6423,~~031~~789			—			~~135~~38,~~731~~789
Payments under ABL facilities	(5444,~~700~~900		)	—		—			(556,~~953~~000		)	—			(~~110~~50,~~653~~900		)
Borrowings from affiliates	40,418			—		—			—			(40,418		)	—
Promissory note, related parties	20,000			—		—			7,500			—			27,500
Repayments to affiliates	(14,000		)	—		—			(2,000		)	16,000			—
Financing costs	(1,614		)						(10		)				(1,624		)
Net cash provided by financing activities	43,418			—		—			6,078			(24,418		)	25,078
Borrowings from affiliates	10,370			—		—			—			(10,370		)	—
Effect of exchange rate changes on cash and cash equivalents	—			—		—			(70		)	—			(70		)
Repayments to affiliates	—			—		—			—			—			—
Net increase in cash and cash equivalents	1,361			—		—			617			—			1,978
Net cash (used in) provided by financing activities	(1,144		)	—		—			25,279			(10,370		)	13,765
Cash and cash equivalents at beginning of period	5,933			—		—			30			—			5,963
Effect of exchange rate changes on cash and cash equivalents									29			—			29
Cash and cash equivalents at end of period	$	7,294		$	—	$	—		$	647		$	—		$	7,941
Net decrease in cash and cash equivalents	(3,107		)	—		(126		)	(90		)	—			(3,323		)
Cash and cash equivalents at beginning of period	8,356					152			886			—			9,394
Cash and cash equivalents at end of period	$	5,249		$	—	$	26		$	796		$	—		$	6,071

1819

Table of Contents

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

January 32, ~~2015~~2016

(Unaudited, in thousands)

	Company			Co-Issuer		SubsidiaryGuarantors			Non-GuarantorSubsidiaries			Reclassification/Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	58,~~933~~356		$	—	$	—152		$	30886		$	—		$	59,~~963~~394
Accounts receivable, net	98103,~~945~~506			—		6,~~411~~903			1916,~~765~~634			—			~~125~~127,~~121~~043
Intercompany receivables	~~356~~352,~~421~~323			—		6167,~~740~~591			1,794			(~~419~~421,~~955~~708		)	—
Inventories	~~100~~88,~~487~~440			—		105,~~969~~527			3429,~~076~~407			—			~~145~~123,~~532~~374
Income taxes receivable	—			—		~~144~~178			—1,434			—			~~144~~1,612
Deferred income taxes	~~487~~243			—		1,~~952~~258			—1			—			21,~~439~~502
Prepaid expenses and other current assets	1312,~~422~~114			—		~~996~~955			1,~~441~~094			—			1514,~~859~~163
Total current assets	~~575~~564,~~695~~982			—		82,~~212~~564			5751,~~106~~250			(~~419~~421,~~955~~708		)	~~295~~277,~~058~~088
Property, plant and equipment, net	6265,~~977~~277			—		1,~~474~~303			2924,~~449~~214			—			9390,~~900~~794
Goodwill	203,841			—		16,713			9682,~~703~~354			—			~~317~~302,~~257~~908
Other intangible assets, net	~~305~~285,~~127~~115			—		3332,~~084~~633			9980,~~089~~205			—			~~437~~397,~~300~~953
Intercompany receivable	—			~~834~~832,~~004~~684		—			—			(~~834~~832,~~004~~684		)	—
Other assets	173,~~246~~572			—		451			1,~~371~~020			—			184,~~662~~593
Total assets	$	1,~~164~~122,~~886~~787		$	~~834~~832,~~004~~684	$	133,~~528~~214		$	~~283~~239,~~718~~043		$	(1,~~253~~254,~~959~~392	)	$	1,~~162~~073,~~177~~336
Liabilities and Member's Deficit
Current liabilities:
Accounts payable	$	6768,~~160~~213		$	—	$	64,~~679~~183		$	2019,~~929~~167		$	—		$	9491,~~768~~563
Intercompany payables	1,794			—		—			~~418~~419,~~161~~914			(~~419~~421,~~955~~708		)	—
Accrued liabilities	7071,~~439~~446			—		4,~~683~~876			67,~~612~~308			—			8183,~~734~~630
Deferred income taxes	—			—		—			~~1,292~~436			—			~~1,292~~436
Income taxes payable	4636			—		—			~~1,736~~—			—			~~1,782~~36
Total current liabilities	~~139~~141,~~439~~489			—		119,~~362~~059			~~448~~446,~~730~~825			(~~419~~421,~~955~~708		)	~~179~~175,~~576~~665
Deferred income taxes	5150,~~012~~147			—		1311,~~295~~920			2420,~~023~~035			—			8882,~~330~~102
Other liabilities	8476,~~048~~641			—		2219,~~395~~676			2216,~~573~~806			—			~~129~~113,~~016~~123
Deficit in subsidiaries	~~128~~153,~~532~~964			—		~~215~~246,~~008~~523			—			(~~343~~400,~~540~~487		)	—
Long-term debt	~~900~~914,~~004~~907			~~834~~832,~~004~~684		—			31,~~400~~900			(~~834~~832,~~004~~684		)	~~903~~916,~~404~~807
Member’s deficit	(~~138~~214,~~149~~361		)	—		(~~128~~153,~~532~~964		)	(~~215~~246,~~008~~523		)	~~343~~400,~~540~~487			(~~138~~214,~~149~~361		)
Total liabilities and member’s deficit	$	1,~~164~~122,~~886~~787		$	~~834~~832,~~004~~684	$	133,~~528~~214		$	~~283~~239,~~718~~043		$	(1,~~253~~254,~~959~~392	)	$	1,~~162~~073,~~177~~336

Table of Contents

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For The Quarter Ended September 27, 2014

(Unaudited, in thousands)

	Company			Co-Issuer		SubsidiaryGuarantors			Non-GuarantorSubsidiaries			Reclassification/Eliminations			Consolidated
Net sales	$	273,512		$	—	$	47,373		$	90,493		$	(57,636	)	$	353,742
Cost of sales	222,454			—		44,273			70,040			(57,636		)	279,131
Gross profit	51,058			—		3,100			20,453			—			74,611
Selling, general and administrative expenses	50,159			—		1,053			11,042			—			62,254
Impairment of goodwill	99,524			—		9,181			39,799			—			148,504
Impairment of other intangible assets	54,600			—		11,721			23,366			—			89,687
Loss from operations	(153,225		)	—		(18,855		)	(53,754		)	—			(225,834		)
Interest expense, net	20,328			—		—			421			—			20,749
Foreign currency loss	—			—		—			220			—			220
Loss before income taxes	(173,553		)	—		(18,855		)	(54,395		)	—			(246,803		)
Income tax benefit	(23,304		)	—		(1,286		)	(3,037		)	—			(27,627		)
Loss before equity loss from subsidiaries	(150,249		)	—		(17,569		)	(51,358		)	—			(219,176		)
Equity loss from subsidiaries	(68,927		)	—		(51,359		)	—			120,286			—
Net loss	(219,176		)	—		(68,928		)	(51,358		)	120,286			(219,176		)
Other comprehensive income (loss):
Pension and other postretirement benefit adjustments, net of tax	3			—		11			13			(24		)	3
Foreign currency translation adjustments, net of tax	(11,232		)	—		(11,232		)	(11,232		)	22,464			(11,232		)
Total comprehensive loss	$	(230,405	)	$	—	$	(80,149	)	$	(62,577	)	$	142,726		$	(230,405	)

Table of Contents

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For The ~~Nine~~Quarter ~~Months~~ Ended ~~September~~April 274, ~~2014~~2015

(Unaudited, in thousands)

	Company			Co-Issuer		SubsidiaryGuarantors			Non-GuarantorSubsidiaries			Reclassification/Eliminations			Consolidated
Net sales	$	~~681~~179,~~666~~638		$	—	$	~~123~~30,~~813~~162		$	~~214~~47,~~312~~248		$	(~~149~~36,~~585~~682	)	$	~~870~~220,~~206~~366
Cost of sales	~~557~~148,~~792~~967			—		~~115~~28,~~818~~806			~~165~~37,~~142~~372			(~~149~~36,~~585~~682		)	~~689~~178,~~167~~463
Gross profit	~~123~~30,~~874~~671			—		71,~~995~~356			499,~~170~~876			—			~~181~~41,~~039~~903
Selling, general and administrative expenses	~~146~~47,~~389~~657			—		~~3,099~~844			329,~~028~~969			—			~~181~~58,~~516~~470
Impairment of goodwill	99,524			—		9,181			39,799			—			148,504
(Loss) income from operations	(16,986		)	—		512			(93		)	—			(16,567		)
Impairment of other intangible assets	54,600			—		11,721			23,366			—			89,687
Interest expense, net	18,788			—		1,661			257			—			20,706
Restructuring costs	(331		)	—		—			—			—			(331		)
Foreign currency loss	—			—		—			516			—			516
Loss from operations	(176,308		)	—		(16,006		)	(46,023		)	—			(238,337		)
(Loss) income before income taxes	(35,774		)	—		(1,149		)	(866		)	—			(37,789		)
Interest expense, net	60,592			—		—			1,236			—			61,828
Income tax expense (benefit)	726			—		24			(217		)	—			533
Foreign currency loss	—			—		—			836			—			836
(Loss) income before equity income (loss) from subsidiaries	(36,500		)	—		(1,173		)	(649		)	—			(38,322		)
Loss before income taxes	(236,900		)	—		(16,006		)	(48,095		)	—			(301,001		)
Equity income (loss) from subsidiaries	(1,822		)	—		(649		)	—			2,471			—
Income tax benefit	(22,048		)	—		(1,349		)	(1,471		)	—			(24,868		)
Net (loss) income	(38,322		)	—		(1,822		)	(649		)	2,471			(38,322		)
Loss before equity loss from subsidiaries	(214,852		)	—		(14,657		)	(46,624		)	—			(276,133		)
Equity loss from subsidiaries	(61,281		)	—		(46,624		)	—			107,905			—
Net loss	(276,133		)	—		(61,281		)	(46,624		)	107,905			(276,133		)
Other comprehensive income (loss):
Pension and other postretirement benefit adjustments, net of tax	11148			—		3658			4148			(77106		)	11148
Foreign currency translation adjustments, net of tax	(1011,~~075~~586		)	—		(1011,~~075~~586		)	(1011,~~075~~586		)	2023,~~150~~172			(1011,~~075~~586		)
Total comprehensive loss	$	(~~286~~49,~~197~~760	)	$	—	$	(7113,~~320~~350	)	$	(5612,~~658~~187	)	$	~~127~~25,~~978~~537		$	(~~286~~49,~~197~~760	)

Table of Contents

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For The ~~Nine~~Quarter ~~Months~~ Ended ~~September~~April 274, ~~2014~~2015

(Unaudited, in thousands)

	Company			Co-Issuer		~~Subsidiary Guarantors~~SubsidiaryGuarantors			Non-~~Guarantor Subsidiaries~~GuarantorSubsidiaries			Reclassification/ Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(5420,~~847~~313	)	$	—	$	121,~~948~~707		$	(38,~~485~~065	)	$	—		$	(4526,~~384~~671	)
INVESTING ACTIVITIES
Investing Activities
Capital expenditures	(75,~~187~~408		)	—		(~~252~~65		)	(~~1,033~~596		)	—			(86,~~472~~069		)
Proceeds from the sale of assets	65			—		—			31			—			96
Payments on loans to affiliates	—			—		(121,~~696~~642		)	—			121,~~696~~642			—
Receipts on loans to affiliates	32,~~900~~000			—		—			—			(32,~~900~~000		)	—
Net cash used in investing activities	(3,~~281~~403		)	—		(121,~~948~~707		)	(~~1,030~~595		)	~~8,796~~(358		)	(86,~~463~~063		)
FINANCING ACTIVITIES
Financing Activities
Borrowings under ABL facilities	~~113~~31,~~700~~400			—		—			4813,~~231~~170			—			~~161~~44,~~931~~570
Payments under ABL facilities	(6711,~~700~~200		)	—		—			(482,~~317~~549		)	—			(~~116~~13,~~017~~749		)
Borrowings from affiliates	121,~~696~~642			—		—			—			(121,~~696~~642		)	—
Repayments to affiliates	—			—		—			(32,~~900~~000		)	32,~~900~~000			—
Net cash provided by (used in) financing activities	58,696			—		—			(3,986		)	(8,796		)	45,914
Net cash provided by financing activities	21,842			—		—			8,621			358			30,821
Effect of exchange rate changes on cash and cash equivalents	—			—		—			~~(471~~9		)	—			~~(471~~9		)
Net increase (decrease) in cash and cash equivalents	568			—		—			(8,972		)	—			(8,404		)
Net decrease in cash and cash equivalents	(1,874		)	—		—			(30		)	—			(1,904		)
Cash and cash equivalents at beginning of period	75,~~566~~933			—		—			~~13,249~~30			—			205,~~815~~963
Cash and cash equivalents at end of period	$	84,~~134~~059		$	—	$	—		$	~~4,277~~—		$	—		$	124,~~411~~059

Table of Contents



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

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited ~~consolidated~~Condensed ~~financial~~Consolidated ~~statements~~Financial Statements and related notes thereto included elsewhere in this ~~quarterly~~Quarterly ~~report~~Report on Form 10-Q. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part I, Item 1A. “Risk Factors” in our Annual Report and under Part II, Item 1A. “Risk Factors” or elsewhere in this report.

Overview

Associated Materials, LLC (“we,” “us,”, “our” or “our Company”) is a leading, vertically integrated manufacturer and distributor of exterior residential building products in the United States and Canada. We were founded in 1947 when we first introduced residential aluminum siding under the Alside® name. We ~~offer~~provide a comprehensive ~~range~~offering of exterior building products, including vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding and related accessories, which we produce at our 11 manufacturing facilities. We also sell complementary products that we source from a network of manufacturers, such as roofing materials, cladding materials, insulation, exterior doors and equipment and tools. We also provide installation services. We distribute these products through our extensive dual-distribution network to over 50,000 professional exterior contractors, builders and dealers, whom we refer to as our “contractor customers.” This dual distribution network consists of 122 company-operated supply centers, through which we sell directly to our contractor customers, and our direct sales channel. Through our direct sales channel we sell to more than 275 independent distributors, dealers and national account customers. The products we sell are primarily marketed under our brand names, including Alside®, Revere®, Gentek®, Preservation® and Alpine®.

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

~~Net~~Our net sales for the quarter ended ~~October~~April 32, ~~2015~~2016 were $~~339~~236.83 million, representing aan ~~decline~~increase of $1315.9 million, or 37.92%, compared to $~~353~~220.74 million for the same period in ~~2014~~2015. ~~The~~Our ~~decrease~~net sales improved across all product lines. Compared to the same period in ~~net~~2015, sales growth was primarily driven by ~~unfavorable~~higher ~~foreign~~sales ~~currency~~in ~~exchange~~our ~~rates~~third-party ~~related~~manufactured toproducts, ~~our~~vinyl ~~Canadian~~window ~~operations,~~and ~~which~~vinyl ~~accounted~~siding products. The increase in net sales for ~~approximately~~third-party ~~$12~~manufactured ~~million~~products ofwas due to higher sales volume while the ~~decrease. On~~increase in our vinyl window and vinyl siding products was due to a ~~constant~~combination ~~currency~~of ~~basis~~higher sales volume, ~~total~~selling ~~sales~~prices ~~decreased~~and $1product mix.9 ~~million~~Vinyl windows, orvinyl ~~0.4~~siding, metal products and third-party manufactured products comprised approximately 37%, ~~compared~~16%, to13% ~~the~~and ~~prior~~22%, ~~year~~respectively, of our net sales for the quarter ended April 2, 2016, which is consistent with the prior period.

~~Gross~~Our gross profit for the quarter ended ~~October~~April 32, ~~2015~~2016 was $8153.71 million, or 2422.05% of net sales, compared to $7441.69 million, or 2119.10% of net sales, for the same period in ~~2014~~2015. ~~Compared~~The to the prior year quarter, we achieved an approximate 290 basis point increase in gross profit as a percent of net sales, resulting from our continued focus on driving profitability through our integrated product offerings. Gross profit for the quarter was unfavorably impacted by a $211.2 million, ~~non-cash~~or ~~charge related to the write-down of inventory recorded as a result of a restructuring plan announced during the third quarter of 2015~~26. ~~The~~6%, ~~$7.1~~increase ~~million improvement~~ in gross profit was ~~predominantly~~due ~~attributable~~ to ~~the~~higher ~~continued~~sales ~~improvement in our windows business~~volume, ~~as well as~~ improved ~~operational~~pricing ~~execution,~~and ~~compared~~lower toraw ~~the~~material ~~prior year quarter. Furthermore, we also incurred fewer~~ costs ~~related~~across ~~to the continued roll out of~~ our ~~new~~manufactured ~~window platform on the West Coast in the current year, compared to the launch on the East Coast in the prior year~~product.

~~Selling, general and administrative (“~~SG&A”) expenses for the quarter ended ~~October~~April 32, ~~2015~~2016 were $6159.4 million, or 1825.12% of net sales, compared to $6258.35 million, or 1726.65% of net sales, for the same period in ~~2014~~2015. The $1.0 million, or 1.6%, increase in SG&A expenses was primarily due to increases in employee compensation expense attributable to higher sales and supply center headcount that was added to support our increased sales. Additionally, sales commission expense has increased related to the increase in overall sales volume compared from prior year. A significant portion of our selling, general and administrative (“SG&A”) expenses are fixed costs such as payroll and benefit costs for our supply center employees, corporate employees and sales representatives, the building lease costs of our supply centers and warehouses, delivery and sales vehicle costs, other administrative expenses and costs related to the operation of our supply centers and corporate office. Other than fixed costs, our SG&A expenses include incentives and commissions, marketing costs, and certain delivery charges such as fuel costs incurred to deliver product to our customers.

During the quarter ended October 3, 2015, in an effort to improve overall profitability, we announced a restructuring plan focused primarily on realigning certain costs within our U.S. distribution business and select corporate functions. The restructuring plan includes the closure of four underperforming company-operated supply centers in the U.S. and the elimination of our roofing product offering in eleven U.S. supply centers. Overall, we eliminated 64 employees, or approximately 5%, of our U.S. distribution and corporate workforce. We expect that these actions will yield annualized cost savings and EBITDA improvement in 2016 of $7.5 million and $5.7 million, respectively. The costs associated with the 2015 restructuring plan totaled $4.5 million in the third quarter and are comprised of fixed asset impairment costs and charges related to early lease termination and reduction of our workforce of $2.3 million and a non-cash charge for the write-down of inventory of $2.2 million, reflected within cost of sales for the quarter. The $1.8 million recorded during the quarter ended October 3, 2015 included costs associated with the aforementioned restructuring plan as well as an adjustment to the liability recorded in 2009 for manufacturing restructuring efforts initiated during the fiscal year then ended.

Table of Contents

Income from operations was $18.5 million for the quarter ended October 3, 2015, increased $244.4 million, compared to a loss of $225.8 million for the quarter ended September 27, 2014. The 2014 operating loss included goodwill and other intangible asset impairments totaling approximately $238 million, caused primarily by the continued decline in our operating results for the year.

Our results for the quarter ended October 3, 2015 were significantly impacted by a weaker Canadian dollar, compared to the prior year quarter. Foreign currency translation negatively impacted net sales, gross profit and operating income by approximately $12 million, $11 million and $8 million, respectively.

Results of Operations

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

	Quarters Ended						~~Nine Months Ended~~
	October 3, 2015			September 27, 2014			October 3, 2015			September 27, 2014
	April 2, 2016			April 4, 2015
Net sales (1)	$	~~339~~236,~~787~~281		$	~~353~~220,~~742~~366		$	~~891,402~~		$	~~870,206~~
Cost of sales	~~258~~183,~~083~~228			~~279~~178,~~131~~463			~~686,780~~			~~689,167~~
Gross profit	8153,~~704~~053			7441,~~611~~903			~~204,622~~			~~181,039~~
Selling, general and administrative expenses	6159,~~391~~433			6258,~~254~~470			~~182,027~~			~~181,516~~
Impairment of goodwill	—			148,504			—			148,504
Loss from operations	(6,380		)	(16,567		)
Impairment of other intangible assets	—			89,687			—			89,687
Interest expense	20,883			20,706
Restructuring costs	1,787			—			1,787			(331		)
Foreign currency (gain) loss	(383		)	516
Income (loss) from operations	18,526			(225,834		)	20,808			(238,337		)
Loss before income taxes	(26,880		)	(37,789		)
Interest expense	20,808			20,749			62,670			61,828
Income tax expense	1,132			533
Foreign currency loss	806			220			1,923			836
Net loss	$	(28,012	)	$	(38,322	)
Loss before income taxes	(3,088		)	(246,803		)	(43,785		)	(301,001		)
Other Data:
Income tax expense (benefit)	2,116			(27,627		)	4,879			(24,868		)
EBITDA (2)	$	3,809		$	(7,204	)
Net loss	$	(5,204	)	$	(219,176	)	$	(48,664	)	$	(276,133	)
Adjusted EBITDA (2)	3,263			(6,397		)
Other Data:
EBITDA (2)	$	27,809		$	(215,409	)	$	48,901		$	(207,261	)
Adjusted EBITDA (2)	33,962			24,668			58,091			45,343


(1)	The following table presents a summary of net sales by principal product offering as a percentage of net sales (dollars in thousands):

	Quarters Ended								~~Nine Months Ended~~
	October 3, 2015		% ofNetSales		September 27, 2014		% ofNetSales		October 3, 2015		% ofNetSales		September 27, 2014		% ofNetSales
	April 2, 2016		% ofNetSales		April 4, 2015		% ofNetSales
Vinyl windows	$	~~115~~86,~~637~~634	3436.07	%	$	~~113~~82,~~807~~254	3237.23	%	$	~~315,278~~	~~35.4~~	%	$	~~289,837~~	~~33.3~~	%
Vinyl siding products	5938,~~593~~585		1716.53	%	6635,~~511~~165		1816.80	%	~~153,111~~		~~17.2~~	%	~~160,233~~		~~18.4~~	%
Metal products	4429,~~022~~820		1312.06	%	4728,~~562~~407		1312.49	%	~~114,266~~		~~12.8~~	%	~~115,369~~		~~13.3~~	%
Third-party manufactured products	8552,~~521~~227		2522.21	%	9147,~~717~~499		2521.96	%	~~213,991~~		~~24.0~~	%	~~218,912~~		~~25.2~~	%
Other products and services	3529,~~014~~015		1012.3	%	3427,~~145~~041		912.72	%	~~94,756~~		~~10.6~~	%	~~85,855~~		~~9.8~~	%
	$	~~339~~236,~~787~~281	100.0	%	$	~~353~~220,~~742~~366	100.0	%	$	~~891,402~~	~~100.0~~	%	$	~~870,206~~	~~100.0~~	%

(2) EBITDA is calculated as net income plus interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to reflect certain adjustments that are used in calculating covenant compliance under the Amended and Restated Revolving Credit Agreement governing our senior secured asset-based revolving credit facilities (the “ABL facilities”), ~~and~~ the ~~indenture~~Indenture ~~governing~~and ~~our~~the ~~9.125%~~Sponsor ~~Senior~~ Secured ~~Notes due November 1, 2017 (the “Indenture”)~~Note. We consider EBITDA and Adjusted EBITDA to be important indicators of our operational strength and performance of our business. We have included Adjusted EBITDA because it is a key financial measure used by our management to (i) assess our ability to service our debt or incur debt and meet our capital expenditure requirements; (ii) internally measure our operating performance; and (iii) determine our incentive compensation programs. EBITDA and Adjusted EBITDA have not been prepared in accordance with U.S. general accepted accounting principles (“GAAP”). Adjusted EBITDA as presented by us may not be comparable to similarly titled measures reported by other companies. EBITDA and Adjusted EBITDA are not measures determined in accordance with GAAP and should not be considered as an alternative to, or more meaningful than, net income (as determined in accordance with GAAP) as a measure of our operating results or net cash provided by operating activities (as determined in accordance with GAAP) as a measure of our liquidity.

Table of Contents

~~presented~~The byreconciliation usof ~~may~~our ~~not~~net beloss ~~comparable~~ to ~~similarly titled measures reported by other companies.~~ EBITDA and Adjusted EBITDA ~~are~~is ~~not measures determined in accordance with GAAP and should not be considered~~ as anfollows ~~alternative to, or more meaningful than, net income~~ (~~as determined~~ in ~~accordance with GAAP~~thousands) ~~as a measure of our operating results or net cash provided by operating activities (as determined in accordance with GAAP) as a measure of our liquidity.~~:

	Quarters Ended						~~Nine Months Ended~~
	October 3, 2015			September 27, 2014			October 3, 2015			September 27, 2014
	April 2, 2016			April 4, 2015
Net loss	$	(528,~~204~~012	)	$	(~~219~~38,~~176~~322	)	$	~~(48,664~~	)	$	~~(276,133~~	)
Interest expense	20,~~808~~883			20,~~749~~706			~~62,670~~			~~61,828~~
Income tax expense (benefit)	2,116			(27,627		)	4,879			(24,868		)
Income tax expense	1,132			533
Depreciation and amortization	109,~~089~~806			109,~~645~~879			~~30,016~~			~~31,912~~
EBITDA	273,809			(~~215~~7,~~409~~204		)	~~48,901~~			~~(207,261~~		)
Impairment of goodwill (j)	—			148,504			—			148,504
Purchase accounting related adjustments (a)	(852		)	(877		)
Impairment of other intangible assets (j)	—			89,687			—			89,687
Executive officer separation and hiring costs (b)	145			42
Purchase accounting related adjustments (a)	(852		)	(931		)	(2,603		)	(2,835		)
Bank audit fees (c)	—			32
Restructuring costs (b)	4,035			—			4,035			(331		)
Gain on disposal of assets	(11		)	—
Executive officer separation and hiring costs (c)	618			343			770			3,091
Stock-based compensation expense (d)	43			25
Bank audit fees (d)	91			66			167			92
Non-cash expense adjustments (e)	—			100
Gain on disposal or write-off of assets	(48		)	(45		)	(45		)	(27		)
Other normalizing and unusual items (f)	512			969
Stock-based compensation expense (e)	54			27			129			381
Foreign currency (gain) loss (g)	(383		)	516
Non-cash expense adjustments (f)	—			400			—			400
Adjusted EBITDA	$	3,263		$	(6,397	)
Other normalizing and unusual items (g)	1,449			1,806			4,814			12,806
Foreign currency loss (h)	806			220			1,923			836
Run-rate cost savings (i)	—			—			—			—
Adjusted EBITDA	$	33,962		$	24,668		$	58,091		$	45,343


(a)	Represents the elimination of the impact of purchase accounting adjustments recorded as a result of a series of mergers completed on October 13, 2010, which include the following (in thousands):

	Quarters Ended						~~Nine Months Ended~~
	October 3, 2015			September 27, 2014			October 3, 2015			September 27, 2014
	April 2, 2016			April 4, 2015
Pension expense adjustment	$	(~~624~~621	)	$	(~~653~~631	)	$	~~(1,889~~	)	$	~~(1,963~~	)
Amortization related to fair value adjustment of leased facilities	(5255		)	(9768		)	~~(182~~		)	~~(329~~		)
Amortization related to warranty liabilities	(176		)	(~~181~~178		)	~~(532~~		)	~~(543~~		)
Total	$	(852	)	$	(931	)	$	(2,603	)	$	(2,835	)
Purchase accounting related adjustments (a)	$	(852	)	$	(877	)

(b) Represents ~~expenses~~separation ofand ~~$4.5~~hiring ~~million recorded as a result of the 2015 restructuring plan~~costs, ~~offset~~including bypayroll ataxes favorable adjustment of $0.5 million related to the liability recorded in 2009 for manufacturing restructuring efforts initiated during the fiscal year then ended. Costs associated with the 2015 restructuring plan are comprised primarily of fixed asset impairment costs and ~~the~~certain ~~write-down~~benefits ~~of inventory, as well as charges related to early lease termination~~ and ~~the~~professional ~~reduction of our workforce~~fees.

(c) Represents ~~separation~~bank ~~and~~audit ~~hiring costs, including payroll taxes and certain benefits and professional~~ fees. ~~The costs~~ incurred ~~during~~under ~~the~~our ~~quarter~~current ~~and~~ABL ~~nine~~facilities ~~months ended September 27, 2014 primarily relate to changes in the Company’s management, including the resignations of Jerry W. Burris, former President~~ and ~~Chief~~prior ~~Executive~~ABL ~~Officer, David S~~facility. Nagle, the former Chief Operations Officer, AMI Distribution and Services, Robert C. Gaydos, former Senior Vice President, Operations and Paul Morrisroe, former Senior Vice President and Chief Financial Officer. Separation and hiring costs incurred during the quarter and nine months ended September 27, 2014 also includes costs incurred for the hiring of Dana R. Snyder, Interim Chief Executive Officer and the appointment of Brian C. Strauss, President and


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


(e)	Represents the non-cash expense related to warranties provision in excess of claims paid.


(f)	Represents the following (in thousands):



	Quarters Ended
	April 2, 2016		April 4, 2015
Professional fees and other costs (i)	$	224	$	841
Accretion on lease liability (ii)	115		114
Excess severance costs (iii)	173		14
	$	512	$	969


(i)	Represents management’s estimate of unusual consulting and advisory fees and other costs associated with corporate strategic initiatives. For the quarter ended April 4, 2015, we incurred costs of $0.5 million, related to the launch of the new window platform in 2015. This initiative was complete as of the quarter ended April 2, 2016.


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

Table of Contents

~~Chief~~(iii) ~~Executive~~Represents ~~Officer,~~management’s asestimates ~~well~~for asexcess ~~the~~severance ~~hiring~~expense ofdue ~~William~~primarily ~~Topper,~~to ~~Executive~~unusual ~~Vice~~changes ~~President,~~within ~~Operations,~~non-executive ~~and Scott F~~management. ~~Stephens, Executive Vice President and Chief Financial Officer.~~

(dg) Represents ~~bank~~foreign ~~audit~~currency ~~fees~~(gain) ~~incurred~~loss ~~under~~recognized ~~our~~in ~~ABL~~the ~~facilities~~Condensed Consolidated Statements of Comprehensive Loss, including (gain) loss on foreign currency exchange hedging agreements.

~~(e)~~Quarter ~~Represents~~Ended ~~equity-based~~April 2, ~~compensation~~2016 ~~related~~Compared to ~~restricted~~Quarter ~~shares~~Ended orApril 4, ~~deferred~~2015 ~~stock units issued to certain of our directors and officers.~~

~~(f)~~Net ~~Represents~~sales were $236.3 million for the ~~non-cash~~quarter ~~expense~~ended ~~related~~April 2, 2016, an increase of $15.9 million, or 7.2%, compared to ~~warranties~~$220.4 ~~claims~~million ~~paid~~for the quarter ended April 4, 2015. Our net sales improved across all product lines. Compared to the same period in ~~excess~~2015, sales growth was primarily driven by higher sales in third-party manufactured products, vinyl window and vinyl siding products. Our net sales increased $4.7 million, or 10.0% for third-party manufactured products. Vinyl window sales this quarter were higher by $4.4 million, or 5.3% primarily due to unit volume growth of ~~warranty~~approximately ~~provision~~2%. Vinyl siding sales were higher by $3.4 million, or 9.7% with unit volume growth of approximately 9% compared to the prior year quarter. Also contributing to the top line growth was a $2.0 million, or 7.8% increase in net sales for our Installed Sales Solutions (“ISS”) business, and a $1.4 million, or 5.0% increase in metal products, compared to the same period in 2015. On a constant currency basis compared to quarter ended April 4, 2015, our net sales for the quarter ended April 2, 2016 were higher by $2.3 million, or 8.2%.

~~(g)~~Gross ~~Represents~~profit for the ~~following~~quarter (ended April 2, 2016 was $53.1 million, or 22.5% of net sales, compared to gross profit of $41.9 million, or 19.0% of net sales, for the quarter ended April 4, 2015. Compared to the prior year quarter, we achieved an approximate 350 basis point increase in ~~thousands):~~gross profit margin as a percent of net sales. The increase in gross profit was primarily due to lower raw material costs of $5.5 million, improved pricing and operational efficiencies of $4.3 million and higher volume impacts of $3.7 million which was driven by strong performance in our integrated product offerings. These gross profit increases were partially offset by higher plant fixed costs of $1.1 million. For the quarter ended April 2, 2016, a weaker Canadian dollar negatively impacted our gross profit by $1.6 million compared to the prior year quarter.

	Quarters Ended				Nine Months Ended
	October 3, 2015		September 27, 2014		October 3, 2015		September 27, 2014
Professional fees and other costs (i)	$	1,062	$	1,202	$	2,989	$	10,677
Accretion on lease liability (ii)	170		119		322		372
Excess severance costs (iii)	66		245		138		428
Insurance deductibles (iv)	100		51		100		151
Payroll costs due to change of employment classification (v)	—		151		—		1,079
Excess legal expense (vi)	51		38		1,265		99
Total	$	1,449	$	1,806	$	4,814	$	12,806

SG&A expenses were $59.4 million, or 25.2% of net sales, for the quarter ended April 2, 2016, compared to $58.5 million, or 26.5% of net sales, for the quarter ended April 4, 2015. The increase of SG&A expenses of $1.0 million was primarily due a $0.7 million increase in employee compensation expense mainly attributable to higher sales and supply center headcount that was added to support the growth of our ISS business and supply center operations, as well as higher commission costs of $0.2 million. Compared to the prior year quarter, SG&A expenses were favorably impacted by $0.7 million due to a weaker Canadian dollar in 2016.

~~(i)~~Loss ~~Represents~~from ~~management’s~~operations ~~estimate~~was ~~of unusual consulting and advisory fees and other costs associated with corporate strategic initiatives. For the quarter and nine months ended September 27, 2014, we incurred costs of~~ $0.6 ~~million and $8~~.54 million, ~~respectively,~~for ~~related to~~ the ~~launch~~quarter ofended ~~our~~April 2, ~~new~~2016 ~~window platform on the East Coast in 2014. We incurred costs of $0.3 million~~ and $116.36 million, ~~respectively,~~ for the quarter ~~and nine months~~ ended ~~October 3~~April 4, 2015 ~~related to the continued roll out of our new window platform on the West Coast~~.

~~(ii)~~Interest ~~Represents~~expense ~~accretion~~was on$20.9 ~~the~~million ~~liability~~and ~~recorded~~$20.7 atmillion ~~present~~for ~~value~~the ~~for~~quarters ~~future~~ended ~~lease~~April 2, ~~costs~~2016 inand ~~connection~~April 4, ~~with~~2015, ~~the~~respectively. ~~warehouse~~The ~~facility~~$0.2 ~~adjacent~~million toincrease ~~our~~in ~~Ennis~~interest ~~manufacturing~~expense ~~plant,~~was ~~which~~primarily werelated ~~discontinued~~to ~~using~~higher ~~during~~interest ~~2009~~rates on the ABL facilities.

~~(iii)~~Income ~~Represents~~tax ~~management’s~~expense ~~estimates~~of $1.1 million and $0.5 million for ~~excess~~the ~~severance~~quarters ~~expense~~ended April 2, ~~primarily~~2016 ~~due~~and toApril 4, ~~the~~2015 ~~resignation~~reflected negative effective income tax rates of ~~certain~~4.2% ~~members~~and 1.4%, respectively, for the quarters then ended. The lower than statutory effective tax rate for both periods was primarily a result of operating losses in the ~~Company’s~~U.S. ~~non-executive~~with ~~management~~no ~~team~~tax benefit recognized due to the valuation allowance against net U.S. deferred tax assets.

~~(iv)~~Net ~~Represents~~loss ~~expenses~~for ~~incurred~~the ~~related~~quarter ended April 2, 2016 was $28.0 million compared to ~~theft~~net atloss ~~our~~of ~~Point~~$38.3 ~~Claire~~million ~~facility~~for inthe ~~August~~quarter ~~2015~~ended April 4, ~~flood~~2015. Because ~~damage~~most atof our ~~corporate~~building ~~headquarters~~products ~~building~~are inintended ~~May~~for ~~2014~~exterior use, our sales and ~~fire~~operating ~~damage~~profits attend ~~one~~to be lower during periods of ~~our~~inclement ~~supply~~weather. ~~centers~~Weather conditions in ~~July~~the ~~2014~~first quarter of each calendar year usually result in that quarter producing significantly less net sales and net cash flows from operations than in any other period of the year. Consequently, we have historically had losses or small profits in the first quarter of each calendar year.

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

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (vi“ASU 2015-03”). ~~Represents~~ASU ~~excess~~2015-03 ~~legal~~requires ~~expense~~debt ~~incurred~~issuance ~~primarily~~costs related to a recognized debt liability to be presented in ~~connection~~the balance sheet as a direct deduction from the carrying amount of that debt liability rather than an asset, consistent with the ~~defense~~presentation of ~~actions~~debt ~~filed~~discounts. The recognition and measurement of debt issuance costs are not affected by ~~plaintiffs~~the new guidance. ~~The~~In ~~expense~~August ~~for~~2015, the ~~quarter~~FASB issued ASU No. 2015-15, Presentation and ~~nine~~Subsequent ~~months~~Measurement ~~ended~~of ~~October~~Debt 3Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”). ASU 2015-15 provides that, given the absence of authoritative guidance in ASU 2015-03 ~~includes~~with ~~legal~~respect to presentation or subsequent measurement of debt issuance costs werelated ~~incurred~~to ~~for~~line-of-credit aarrangements, ~~lawsuit~~an ~~that~~entity ~~was~~is ~~settled~~permitted into defer and present debt issuance costs as an asset and subsequently amortize the ~~third~~deferred ~~quarter~~debt ofissuance ~~2015.~~

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

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

Run-rate cost savings include actions around operational and engineering improvements, procurement savings and reductions in SG&A expenses. The run-rate cost savings were estimated to be approximately $9 million and $9 million for the nine months ended October 3, 2015 and September 27, 2014, respectively. Our ABL facilities and the Indenture permit us to include run-rate cost savings in our calculation of Adjusted EBITDA in an amount, taken together with the amount of certain restructuring costs, up to 10% of Consolidated EBITDA, as defined in such debt instruments. As such, only $3.2 million of the approximately $9 million of cost savings identified for the four consecutive fiscal quarters ended October 3, 2015 and $8.2 million of the approximately $9 million for the four consecutive fiscal quarters ended September 27, 2014 have been included in the calculation of Adjusted EBITDA under the ABL facilities and the Indenture. However, as the 10% threshold is calculated using Consolidated EBITDA for the four

Table of Contents

~~consecutive~~costs ~~fiscal~~ratably ~~quarter~~over ~~covenant~~the ~~test~~term ~~period~~of the line-of-credit arrangement, weregardless ~~are~~of ~~not~~whether ~~presenting~~there are any ~~run-rate~~outstanding ~~cost~~borrowings ~~savings~~on ~~when~~the ~~calculating~~line-of-credit ~~Adjusted~~arrangement. ~~EBITDA~~During ~~for~~fiscal ~~the~~2016, ~~quarters~~ASU or2015-03 ~~nine~~and ~~months~~ASU ~~ended~~2015-05 ~~October 3,~~became ~~2015~~effective and ~~September 27~~accordingly, ~~2014~~debt issuance costs of $8.7 million were reclassified from other assets to long-term debt on the January 2, 2016 Condensed Consolidated Balance Sheet.

(j) We review goodwill and other intangible assets for impairment on an annual basis at the beginning of the fourth quarter, or an interim basis if there are indicators of potential impairment. Due to a continued decline in operating results during 2014, management determined that an indicator of potential impairment for indefinite-lived intangible assets existed and performed interim impairment testing as of August 31, 2014, which resulted in an impairment loss for certain non-amortized trade names of $89.7 million and an estimated impairment charge for goodwill of $148.5 million.

Quarter Ended October 3, 2015 Compared to Quarter Ended September 27, 2014

Net sales were $339.8 million for the quarter ended October 3, 2015, a decrease of $13.9 million, or 3.9%, compared to $353.7 million for the same period in 2014. Excluding the unfavorable impact of foreign currency fluctuation of approximately $12 million, net sales would have decreased 0.4% as compared to the same period in 2014. The decrease in net sales was primarily driven by a $6.9 million, or 10.4%, decrease in sales of vinyl siding products and a $3.5 million, or 7.4%, decrease in metal product sales. The unfavorable impact of the weaker Canadian dollar in 2015 continues to significantly impact our net sales, particularly in our vinyl and metal product lines. We also experienced a $6.2 million, or 6.8%, decrease in sales of third-party manufactured products, primarily roofing, compared to the prior year quarter. Vinyl window sales for the third quarter increased $1.8 million, or 1.6%, and sales in our Installed Sales Solutions (“ISS”) business, improved $1.0 million, or 3.1%, compared to the prior year quarter. Although window unit volume decreased approximately 1% compared to the prior year period, product mix and overall selling prices were favorable compared to the same period in 2014. There were 64 sales days in the quarter ended October 3, 2015 compared to 63 sales days for the same period in 2014.

Gross profit for the quarter ended October 3, 2015 was $81.7 million, or 24.0% of net sales, compared to gross profit of $74.6 million, or 21.1% of net sales, for the same period in 2014. Compared to the prior year quarter, we achieved an approximate 290 basis point increase in gross profit margin as a percent of net sales as a result of our continued focus on driving profitability through our integrated products, particularly in our windows business. Gross profit for the quarter was unfavorably impacted by a $2.2 million non-cash charge related to the write-down of inventory recorded as a result of the restructuring plan announced during the third quarter of 2015. The $7.1 million improvement in gross profit was primarily due to favorable sales mix and higher overall price levels of $12.7 million, partially offset by lower sales volume of $2.5 million compared to the prior year quarter. In addition, compared to the same period in 2014, we achieved operational efficiencies of approximately $3.3 million, primarily in our window plants, and incurred $0.3 million fewer costs related to the continued roll out of our new window platform. Lower material costs of $4.2 million also contributed to the increase in gross profit for the comparative three-month period. Increases in gross profit were partially offset by the negative impact of foreign currency fluctuation of approximately $11 million due to a weaker Canadian dollar in 2015 compared to the prior year period.

SG&A expenses were $61.4 million, representing 18.1% of net sales, for the quarter ended October 3, 2015, compared to $62.3 million, or 17.6% of net sales, for the same period in 2014. The $0.9 million, or 1.4%, decrease in SG&A expenses was primarily due to lower bad debt expense of $0.6 million, a $0.6 million decrease in sales incentive expense, decreased consulting and workers compensation expense of $0.4 million and a $0.3 million decrease in depreciation and amortization. These decreases were partially offset by a $0.7 million increase in costs associated with the performance-based incentive program and a $0.6 million increase in employee compensation expense to support the growth of our ISS business. Compared to the prior year quarter, SG&A expenses were favorably impacted by approximately $2 million due to a weaker Canadian dollar in 2015.

Operations provided income of $18.5 million and loss of $225.8 million for the quarters ended October 3, 2015 and September 27, 2014, respectively. The 2014 operating loss included goodwill and other intangible asset impairments totaling approximately $238 million, caused primarily by a continued decline in our operating results for the year.

During the quarter ended October 3, 2015, we announced a restructuring plan focused on realigning certain costs within our U.S. distribution business and select corporate functions. The restructuring plan includes the closure of four underperforming company-operated supply centers in the U.S. and the elimination of our roofing product offering in eleven U.S. supply centers. The costs associated with the 2015 restructuring plan totaled $4.5 million in the third quarter, which reflects a cash charge of $2.2 million and a non-cash charge of $2.3 million. The cash charge relates to early lease termination costs and severance for workforce reductions of $1.4 million and $0.5 million, respectively. Of the total non-cash charge, $2.2 million represents the write-down of inventory, which is reflected within cost of sales for the quarter. The Company expects the supply center closures to be completed by the end of the fourth quarter. Approximately $0.7 million of cash payments will be made in 2015 in connection with the restructuring plan, primarily related to employee severance and equipment lease termination fees. Approximately $0.6 million in cash will paid in 2016 in accordance with severance and lease agreements, with the remainder of cash payments to be remitted through 2020, in accordance with each supply center’s lease payment schedule. The $1.8 million of restructuring costs for the quarter ended October 3, 2015 included costs of $2.3 million

Table of Contents

associated with the aforementioned restructuring plan as well as a favorable adjustment of $0.5 million related to the liability recorded in 2009 for manufacturing restructuring efforts initiated during the fiscal year then ended.

Interest expense was $20.8 million and $20.7 million for the quarters ended October 3, 2015 and September 27, 2014, respectively.

The income tax expense of $2.1 million for the third quarter of 2015 reflected a negative effective tax rate of 68.5%, whereas the income tax benefit of $27.6 million for the same period in 2014 reflected an effective tax rate of 11.2%. The change in the effective tax rate for the quarters ended October 3, 2015 and September 27, 2014 was primarily the result of the impact of the impairment charges recorded during the quarter ended September 27, 2014 for the goodwill and indefinite-lived intangible assets, with no comparative charges in the current year period.

Net loss for the quarter ended October 3, 2015 was $5.2 million compared to a net loss of $219.2 million for the same period in 2014.

Nine Months Ended October 3, 2015 Compared to Nine Months Ended September 27, 2014

Net sales were $891.4 million for the nine months ended October 3, 2015, an increase of $21.2 million, or 2.4%, compared to $870.2 million for the same period in 2014. Excluding the unfavorable impact of foreign currency fluctuation of approximately $26 million, net sales would have increased 5.4% as compared to the same period in 2014. The sales growth was primarily driven by higher sales of our integrated products. Net sales increased $25.4 million, or 8.8%, for vinyl windows and $9.2 million, or 11.5%, for our ISS business, compared to the prior year period. The increase in net sales for our vinyl window products was attributable to a combination of higher sales volume, selling prices, and improved product mix. Window unit volume increased approximately 5%, which reflected growth primarily from the new construction market. For the comparative nine-month period, we experienced lower vinyl product sales of $7.1 million, or 4.4%, lower metal product sales of $1.1 million, or 1.0%, and lower third-party manufactured product sales of $4.9 million, or 2.2%. There were 192 sales days for the nine months ended October 3, 2105 compared to 191 for the same period in 2014.

Gross profit for the nine months ended October 3, 2015 was $204.6 million, or 23.0% of net sales, compared to gross profit of $181.0 million, or 20.8% of net sales, for the same period in 2014. Compared to the prior year period, we achieved an approximate 220 basis point increase in gross profit margin as a percent of net sales as a result of our continued focus on driving profitability through our integrated products. Gross profit for the nine-month period was unfavorably impacted by a $2.2 million non-cash charge related to the write-down of inventory recorded as a result of a restructuring plan announced during the third quarter of 2015. The $23.6 million improvement in gross profit was primarily due to higher overall price levels and favorable product mix of $28.2 million, and increased sales volume of $5.2 million, compared to the prior year period. In addition, compared to the same period in 2014, we achieved operational efficiencies of approximately $5.3 million, primarily in our window plants, and incurred $5.8 million fewer costs related to the continued roll out of our new window platform. Lower material costs of $0.9 million also contributed to the increase in gross profit for the comparative nine-month period. These increases were partially offset by the negative impact of foreign currency fluctuation, which approximated $22 million and is the result of a weaker Canadian dollar in 2015, compared to the prior year period.

SG&A expenses were $182.0 million, or 20.4% of net sales, for the nine months ended October 3, 2015, compared to $181.5 million, or 20.9% of net sales, for the same period in 2014. The $0.5 million, or 0.3%, increase in SG&A expenses was primarily due to a $4.6 million increase in employee compensation expense to support the growth of our ISS business, supply center operations and other corporate initiatives. SG&A expenses also reflect a $3.6 million increase in costs associated with the performance-based incentive program resulting from improved operating results in 2015. Further, we incurred $1.2 million in legal costs for a lawsuit that was settled in the third quarter of 2015. These increases were partially offset by lower marketing-related costs of $2.3 million, a $2.3 million decrease in executive officers’ separation and hiring costs and a reduction of professional fees of $2.1 million, compared to the prior year period. Also, there was a prior year charge of $1.1 million for additional payroll costs related to a change of employment classification from exempt to non-exempt for certain non-managerial U.S. supply center-based employees, which did not recur in the current year. In addition, we had a $0.9 million decrease in depreciation and amortization expense and a $0.8 million decrease in sales incentive expense, compared to the prior nine-month period. SG&A expenses were favorably impacted by approximately $5 million due to a weaker Canadian dollar in 2015, compared to 2014.

Income from operations was $20.8 million for the nine months ended October 3, 2015, compared to a loss from operations of $238.3 million for the nine months ended September 27, 2014. The 2014 operating loss included goodwill and other intangible asset impairments totaling approximately $238 million, caused primarily by a continued decline in our operating results for the year.

During the nine months ended October 3, 2015, the Company announced a restructuring plan focused on realigning certain costs within our U.S. distribution and select corporate functions. The restructuring plan includes the closure of four underperforming company-operated supply centers in the U.S. and the elimination of our roofing product offering in eleven

Table of Contents

U.S. supply centers. The costs associated with the aforementioned restructuring plan totaled $4.5 million, which reflects a $2.2 million cash charge, the majority of which relates to lease termination costs to be paid through 2020, in accordance with each supply center’s lease payment schedule, and a $2.3 million non-cash charge primarily related to the write-down of inventory, hence reflected within cost of sales. The $1.8 million of restructuring costs recorded for the nine months ended October 3, 2015 included costs of $2.3 million associated with the aforementioned restructuring plan as well as a favorable adjustment of $0.5 million related to the liability recorded in 2009 for manufacturing restructuring efforts initiated during the fiscal year then ended.

Interest expense was $62.7 million and $61.8 million for the nine months ended October 3, 2015 and September 27, 2014, respectively. The $0.9 million increase in interest expense was primarily related to borrowings under the ABL facilities.

Income tax expense of $4.9 million for the nine months ended October 3, 2015 reflected a negative effective tax rate of 11.1%, whereas the income tax benefit of $24.9 million for the same period in 2014 reflected an effective tax rate of 8.3%. The change in the effective tax rate for the nine months ended October 3, 2015 and September 27, 2014 was primarily the result of the impact of the impairment charges recorded during the quarter ended September 27, 2014 for the goodwill and indefinite-lived intangible assets, with no comparative charges in the current year period.

Net loss for the nine months ended October 3, 2015 was $48.7 million compared to a net loss of $276.1 million for the same period in 2014.

Recent Accounting Pronouncements

In ~~July~~March ~~2015~~2016, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~Accounting~~a ~~Standards~~modified ~~Update~~standard ~~(“ASU”)~~on ~~No.~~stock ~~2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”)~~compensation. ~~ASU~~This ~~2015-11~~standard ~~simplifies~~makes ~~the~~several ~~subsequent~~modifications ~~measurement of inventory by requiring inventory~~ to ~~be measured at~~ the ~~lower~~accounting offor ~~cost~~forfeitures, ~~and~~employer ~~net~~tax ~~realizable~~withholding ~~value~~on ~~(“NRV”).~~share-based ~~The~~compensation ~~new~~and ~~guidance eliminates~~ the ~~need~~financial tostatement ~~determine~~presentation ~~replacement~~of ~~cost~~excess ~~and~~tax ~~evaluate~~benefits ~~whether it is above the ceiling (NRV)~~ or ~~below~~deficiencies. ~~the~~It ~~floor~~also ~~(NRV~~clarifies ~~less a normal profit margin) under~~ the ~~current~~statement ~~lower~~ of ~~cost~~cash orflows ~~market~~presentation ~~guidance. ASU 2015-11 applies only to inventories~~ for ~~which~~certain ~~cost~~components isof ~~determined by methods other than last~~share-inbased ~~first-out and the retail inventory method~~awards. ItThe standard is effective ~~for~~commencing ~~public~~with ~~entities~~our ~~for~~2017 fiscal ~~years~~year and ~~interim~~requires ~~periods~~enhanced ~~within those years, beginning after December 15, 2016~~disclosures. WeThe doCompany ~~not~~is ~~believe~~currently ~~that~~assessing the ~~adoption~~potential impact of the ~~provisions~~new ofrequirements ~~ASU~~under ~~2015-11~~the ~~will have a material impact on our consolidated financial position, results of operations or cash flows.~~standard

In ~~May~~February ~~2015~~2016, the FASB issued ~~ASU~~a ~~No.~~new ~~2015-07,~~standard ~~Disclosure~~on ~~for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU 2015-07”)~~leases. ~~ASU~~The ~~2015-07~~new ~~eliminates~~standard ~~the~~requires ~~requirement~~lessees to ~~categorize~~recognize ~~within~~on the ~~fair~~balance ~~value~~sheet ~~hierarchy~~the ~~all~~assets ~~investments~~and liabilities for ~~which fair value is measured using~~ the ~~net~~rights ~~asset~~and ~~value~~obligations ~~per~~created ~~share~~by ~~practical~~finance ~~expedient.~~and ~~ASU~~operating ~~2015-07~~leases ~~requires~~with anlease ~~entity~~terms ~~to disclose the fair value~~ of ~~investments~~more ~~measured~~than ~~using~~12 ~~the net asset value practical expedient so that the financial statement user can reconcile amounts reported in the fair value hierarchy table to amounts reported on the balance sheet~~months. ~~ASU~~The ~~2015-07~~amendment is effective ~~for~~commencing ~~public~~with ~~entities~~our ~~for~~2019 fiscal ~~years~~year and ~~interim~~requires ~~periods~~enhanced ~~within those years, beginning after December 15, 2015~~disclosures. We doare ~~not~~evaluating ~~believe that~~ the ~~adoption~~timing of ~~the~~adoption ~~provisions~~ of ~~ASU~~this ~~2015-07 will have a material impact on our consolidated financial position, results of operations or cash flows~~guidance.

In ~~April~~November 2015, the FASB issued ~~ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (“ASU 2015-05”). ASU 2015-05 provides~~ guidance ~~on determining whether a cloud computing arrangement contains a software license~~ that ~~should~~requires becompanies ~~accounted for as internal-use software. If the arrangement contains a software license, then the customer should account for the fees related~~ to ~~the~~classify ~~software~~all ~~license~~deferred ~~element~~tax ~~consistent~~assets ~~with~~and ~~the~~liabilities ~~acquisition~~as ofnoncurrent ~~other~~on ~~software licenses. If~~ the ~~arrangement~~balance ~~does not contain a software license, the customer should account for the arrangement as a service contract~~sheet. ~~ASU~~The ~~2015-05~~guidance is effective ~~for~~in ~~public~~2017 ~~entities~~with ~~for~~early ~~fiscal~~adoption ~~years and interim periods within those years, beginning after December 15, 2015~~permitted. AnThe ~~entity may apply the~~ guidance ~~retrospectively~~is ornot ~~prospectively~~expected to ~~arrangements~~have ~~entered~~a ~~into,~~material orimpact ~~materially~~on ~~modified,~~our ~~after~~balance ~~the effective date~~sheet. We doare ~~not~~evaluating ~~believe that~~ the ~~adoption~~timing of ~~the~~adoption ~~provisions~~ of ~~ASU~~this ~~2015-05 will have a material impact on our consolidated financial position, results of operations or cash flows~~guidance.

In ~~April~~August 2015, the FASB issued ~~ASU~~an ~~No.~~amendment ~~2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs related~~ to adefer ~~recognized~~for ~~debt~~one ~~liability~~year ~~be presented in~~ the ~~balance~~effective ~~sheet~~date asof ~~a direct deduction from~~ the ~~carrying~~new ~~amount~~standard ofon ~~that~~revenue ~~debt~~recognition ~~liability~~issued ~~rather~~in ~~than~~May ~~an asset, consistent with the presentation of debt discounts~~2014. The ~~recognition and measurement of debt issuance costs are not affected by the~~ new ~~guidance.~~standard ~~ASU~~outlines ~~2015-03~~a issingle ~~effective~~comprehensive model for ~~public~~ entities ~~for fiscal years and interim periods within those years, beginning after December 15, 2015. An entity is required~~ to ~~apply~~use ~~ASU~~in ~~2015-03~~accounting onfor arevenue ~~retrospective~~arising ~~basis~~from ~~and~~contracts ~~comply~~ with ~~the~~customers ~~applicable disclosures, which include the nature of~~ and ~~reason~~supersedes ~~for~~most ~~the~~current ~~change~~revenue inrecognition ~~accounting principle~~guidance, ~~the~~including ~~transition method, a description of the prior~~industry-~~period~~specific ~~information~~guidance. ~~that~~The ~~has~~new ~~been~~standard ~~retrospectively~~is ~~adjusted,~~effective ~~and~~commencing ~~the~~with ~~effect~~our of2018 ~~the~~fiscal ~~change~~year ~~on the financial statement line items (that is, the debt issuance cost asset~~ and ~~the~~requires ~~debt~~enhanced ~~liability)~~disclosures. InWe ~~August~~are ~~2015,~~evaluating the ~~FASB~~timing ~~issued ASU No. 2015-15, Presentation and Subsequent Measurement~~ of ~~Debt~~adoption ~~Issuance Costs Associated with Line-~~of~~-Credit~~ ~~Arrangements~~this ~~(“ASU 2015-15”). ASU 2015-15 provides that, given the absence of authoritative~~ guidance ~~in ASU 2015-03 with respect to presentation or subsequent measurement of~~ .

29In July 2015, the FASB issued guidance that requires entities to measure inventory at the lower of cost or net realizable value. The guidance is effective in 2017 with early adoption permitted. We are evaluating the timing of adoption of this guidance.

~~Table~~In August 2014, the FASB issued a standard on the presentation of ~~Contents~~“Going Concern” in the financial statements. The standard requires management to evaluate whether there are any conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, and, if present, provide enhanced disclosures. The standard is effective with our 2017 fiscal year. We are evaluating the timing of adoption of this guidance.

debt issuance costs related to line-of-credit arrangements, an entity is permitted to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We do not believe that the adoption of the provisions of either ASU 2015-03 or ASU 2015-15 will have a material impact on our consolidated financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires management to evaluate, in connection with preparing financial statements for each annual and interim reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide certain disclosures if it concludes that substantial doubt exists. ASU 2014-15 is effective for all entities for the annual period ending after December 15, 2016, and for annual and interim periods thereafter, with early adoption permitted. We do not believe that the adoption of the provisions of ASU 2014-15 will have a material impact on our consolidated financial position, results of operations or cash flows.

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

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

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

Step 3: Determine the transaction price,

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

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

The new standard also requires significantly more interim and annual disclosures. The new standard allows for either full retrospective or modified retrospective adoption. ASU 2014-09 is effective for fiscal years and interim periods within those years, beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”), which deferred the effective date of the new revenue standard for all entities by one year. We are currently assessing the potential impact of the new requirements under the standard.

Liquidity and Capital Resources

Cash Flows

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

	Nine Months Ended
	Quarters Ended
	October 3, 2015			September 27, 2014
	April 2, 2016			April 4, 2015
Net cash used in operating activities	$	(815,~~542~~228	)	$	(4526,~~384~~671	)
Net cash used in investing activities	(141,~~488~~889		)	(86,~~463~~063		)
Net cash provided by financing activities	2513,~~078~~765			4530,~~914~~821

As of ~~October~~April 32, ~~2015~~2016, we had cash and cash equivalents of $75.3 million ~~and $0.6 million~~ in the United States and ~~Canada, respectively~~$0.8 Asmillion ofin ~~October 3,~~Canada. ~~2015,~~We we had available borrowing capacity of $7940.16 million under our ABL facilities, after giving effect to outstanding letters of credit and borrowing base limitations. We expect that current cash and cash equivalents, cash generated from operating activities and borrowing capacity under the ABL facilities will be our principal sources of liquidity. ~~Based~~In onaddition, ~~our~~if ~~current level of operations and cash flow projections~~needed, we ~~believe~~can ~~that~~use ~~these~~our ~~sources~~available ~~will~~baskets ~~provide~~under ~~adequate~~our ~~liquidity~~existing indebtedness to ~~maintain~~seek ~~our~~access ~~operations~~to ~~and~~other working capital ~~expenditure~~sources, ~~requirements~~if ~~and~~needed. ~~service~~It is our ~~debt~~intention ~~for~~to ~~the~~pursue ~~next~~efforts 12to ~~months.~~refinance ~~Should~~our ~~economic~~existing ~~conditions~~long orterm ~~market~~debt. ~~factors~~However, ~~deteriorate~~based ~~beyond~~on our ~~expectations,~~current welevel ~~may~~of ~~not~~operations ~~generate~~and ~~sufficient~~ cash flow ~~from~~projections, ~~operations~~as orwell ~~may~~as ~~not~~our ~~have~~potential, ~~future~~id ~~borrowings~~needed, ~~available~~ to usseek ~~under~~other working capital sources prior to the ~~ABL~~completion ~~facility~~of insuch ~~amounts~~refinancing, ~~sufficient~~we tobelieve ~~enable~~that usthese tosources ~~repay~~will ~~our~~provide ~~indebtedness~~adequate orliquidity to ~~fund~~maintain our ~~other~~operations ~~liquidity~~and ~~needs.~~capital expenditure

~~Cash Flows from Operating Activities~~27

Net cash used in operating activities was $8.5 million for the nine months ended October 3, 2015, compared to $45.4 million for the same period in 2014. The $36.9 million decrease in the use of cash was primarily driven by improvement in working capital of $22.9 million and a lower net loss, compared to the prior year period.

Table of Contents

~~Change~~requirements inand ~~accounts~~service ~~receivable~~our ~~was~~debt ~~a use of cash of $42.0 million~~ for the ~~nine~~next 12 months. ~~ended~~Should ~~October 3,~~economic ~~2015,~~conditions ~~compared~~or tomarket ~~$52.8~~factors ~~million~~deteriorate ~~for~~beyond ~~the~~our ~~nine months ended September 27~~expectations, ~~2014.~~we ~~The~~may ~~net~~not ~~increase~~generate insufficient cash flow from ~~accounts~~operations ~~receivable~~or ofmay ~~$10.8~~not ~~million~~have ~~reflected~~future ~~improvement~~borrowings inavailable ~~the timing of collections from customers compared~~ to ~~the~~us ~~prior~~under ~~year period. Change in inventory was a use of cash of $16.0 million for~~ the ~~nine~~ABL ~~months~~facility ~~ended October 3, 2015, compared to $35.1 million for nine months ended September 27, 2014. The lower use of cash~~ in ~~the~~amounts ~~current~~sufficient year period was primarily driven by working capital initiatives during 2015 and the timing of inventory builds for seasonal demands for the second half of the year. During 2014, we increased inventory at our supply centers to ~~ensure~~enable ~~that~~us ~~we had a variety of products~~ to ~~better~~repay ~~service~~ our ~~contractor~~indebtedness ~~customers,~~or ~~which led~~ to ~~higher~~fund ~~inventory~~our levels at the end of 2014, the consequence of which was a relatively lower use of cash for the nine months ended October 3, 2015, compared to nine months ended September 27, 2014. Change in accounts payable and accrued liabilities was a source of cash of $59.7 million for the nine months ended October 3, 2015, compared to a source of cash of $80.7 million for the nine months ended September 27, 2014. The decrease in cash flows of $21.0 million from accounts payable and accrued liabilities was primarily due to the timing of inventory purchases, which extended accounts payable in the third quarter of 2014. Change in other ~~assets~~liquidity ~~and liabilities was a use of cash of $1~~needs.0 million for the nine months ended October 3, 2015, compared to a use of cash of $16.7 million for the nine months ended September 27, 2014. The increase in cash flows of $15.7 million was primarily due to timing of prepayments.

Cash Flows from Operating Activities

Net cash used in operating activities was $15.2 million for the quarter ended April 2, 2016, compared to $26.7 million for the quarter ended April 4, 2015. The $11.4 million increase in cash was primarily driven by improved operating results of $10.2 million and improvements in working capital of $1.2 million, compared to the prior year quarter.

Change in accounts receivable was a use of cash of $3.6 million for the quarter ended April 2, 2016, compared to a use of cash of $2.1 million for the quarter ended April 4, 2015. The $1.5 million net decrease in cash flow from accounts receivable reflected higher sales in the first quarter of 2016 compared to the prior year quarter, partially offset by improvements in the timing of collections from customers. Change in inventory was a use of cash of $7.9 million for the quarter ended April 2, 2016, compared to a use of cash of $17.8 million for the quarter ended April 4, 2015. The lower use of cash in the current year quarter was primarily driven by improvement in working capital initiatives during the first quarter of 2016. Change in accounts payable and accrued liabilities was a source of cash of $13.3 million for the quarter ended April 2, 2016, compared to a source of cash of $20.7 million for the quarter ended April 4, 2015. The decrease of $7.4 million in cash flows from accounts payable and accrued liabilities was primarily due to the reduction of inventory purchases compared to the prior year quarter.

Cash Flows from Investing Activities

Net cash used in investing activities consisted of $142.60 million and $86.51 million of capital expenditures during the ~~nine~~quarters ~~months~~ ended ~~October~~April 32, ~~2015~~2016 and ~~September~~April 274, ~~2014~~2015, respectively. The capital expenditures for the current year ~~period~~quarter related ~~primarily~~ to various investments at our ~~window~~ manufacturing facilities, while the capital expenditures for the prior year quarter primarily related to ~~improve~~investments ~~efficiency,~~in ~~quality~~our ~~and~~new ~~production~~window ~~capacity~~platform.

Cash Flows from Financing Activities

Net cash provided by financing activities for the ~~nine~~quarter ~~months~~ ended ~~October~~April 32, ~~2015~~2016 included borrowings of $~~135~~38.78 million under our ABL facilities ~~partially~~and proceeds from the promissory note of $27.5 million offset by repayments of $~~110~~50.79 million. Net cash provided by financing activities for the ~~nine~~quarter ~~months~~ ended ~~September~~April 274, ~~2014,~~2015 included borrowings of $~~161~~44.96 million under our ABL facilities ~~partially~~ offset by repayments of $~~116~~13.07 million.

Description of Our Indebtedness

9.125% Senior Secured Notes due 2017

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

On May 1, 2013, the Issuers issued and sold an additional $100.0 million in aggregate principal amount of 9.125% Senior Secured Notes due November 1, 2017 (the “new notes” and, together with the existing notes, the “9.125% notes”) at an issue price of 106.00% of the principal amount of the new notes in a private placement. We used the net proceeds of the offering to repay the outstanding borrowings under our ABL facilities and for other general corporate purposes. The new notes were issued as additional notes under the same indenture, dated as of October 13, 2010, governing the existing notes, as a supplemented by a supplemental indenture (~~collectively,~~ the “Indenture”). On October 31, 2013, all of the new notes were exchanged for 9.125% Senior Secured Notes due 2017, which have been registered under the Securities Act of 1933, as amended. The new notes are consolidated with and form a single class with the existing notes and have the same terms as to status, redemption, collateral and otherwise (other than issue date, issue price and first interest payment date) as the existing notes. The debt premium related to the issuance of the new notes is being amortized into interest expense over the life of the new notes. The unamortized premium of $32.07 million is included in the long-term debt balance for the 9.125% notes. The effective interest rate of the new notes, including the premium, is 7.5% as of ~~October~~January 32, ~~2015~~2016.

We may from time to time, in our sole discretion, purchase, redeem or retire the 9.125% notes in privately negotiated or open market transactions, by tender offer or otherwise. On April 15, 2014, Parent filed a request with the SEC to withdraw the Registration Statement on Form S-1 filed by Parent on July 15, 2013 for a proposed IPO of its common stock. The registration

Table of Contents

statement was withdrawn because a determination has been made not to proceed with an IPO of Parent’s common stock at the time.

ABL Facilities

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

Table of Contents

Interest Rate and Fees. At our option, the U.S. and Canadian tranche A revolving credit loans under the Amended and Restated Revolving Credit Agreement governing the ABL facilities bear interest at the rate equal to (1) the London Interbank Offered Rate (“LIBOR”) (for eurodollar loans under the U.S. facility) or the Canadian Dealer Offered Rate (“CDOR”) (for loans under the Canadian facility), plus an applicable margin of 2.25% as of April 2, 2016, or (2) the alternate base rate (for alternate base rate loans under the U.S. facility, which is the highest of a prime rate, the Federal Funds Effective Rate plus 0.50% and a one-month LIBOR rate plus 1.0% per annum) or the alternate Canadian base rate (for loans under the Canadian facility, which is the higher of a Canadian prime rate and the 30-day CDOR plus 1.0%), plus an applicable margin of 1.25% as of April 2, 2016, in each case, which interest rate margin may vary in 25 basis point increments between three pricing levels determined by reference to the average excess availability in respect of the U.S. and Canadian tranche A revolving credit loans. In addition to paying interest on outstanding principal under the ABL facilities, we are required to pay a commitment fee in respect of the U.S. and Canadian tranche A revolving credit loans, payable quarterly in arrears, of 0.375%.

Borrowing Base. Availability for borrowings under each of the U.S. facility and the Canadian facility is subject to a borrowing base, which is based on (i) the U.S borrowers’ eligible accounts receivable and inventory, with respect to the U.S. facility and (ii) the Canadian borrowers’ eligible accounts receivable, inventory and, equipment and real property, in each case, after adjusting for customary reserves and, in the case of the Canadian facility, certain payables established or modified from time to time by and at the permitted discretion of the administrative agent thereunder. To the extent that the value of the components in a borrowing base decline, the applicable borrowing base will decrease and the availability under the ABL facilities may decrease below the $213.0 million of aggregate commitments. In addition, if the amount of outstanding borrowings and letters of credit under the U.S. facility or the Canadian facility exceeds the applicable borrowing base or the applicable revolving credit commitments, we are required to prepay borrowings in an amount sufficient to eliminate the excess.

On February 19, 2016, we entered into Amendment No. 3 to Amended and Restated Revolving Credit Agreement (“Amendment No. 3”), which permitted, among other things:


•	for the period commencing on and including February 19, 2016 through April 21, 2016, for a cash dominion period to commence, only if excess availability is less than $10.0 million for a period of five consecutive business days (or upon the occurrence and continuance of an event of default), and


•	for the period commencing on and including April 22, 2016 through and including May 19, 2016, for a cash dominion period to commence, only if excess availability is less than $7.5 million for a period of five consecutive business days (or upon the occurrence and continuance of an event of default), and

Table of Contents


•	for the period commencing on and including May 20, 2016 through and including June 3, 2016, for a cash dominion period to commence, only if excess availability is less than $10.0 million for a period of five consecutive business days.

The fixed charge coverage ratio was 1.05:1.00 for the four consecutive fiscal quarter test period ended April 2, 2016 based upon consolidated adjusted EBITDA of $101.0 million in accordance with the Credit Agreement. We have not triggered such fixed charge coverage ratio covenant as of April 2, 2016, as excess availability of $40.6 million as of such date was in excess of the covenant trigger threshold. We do not expect to trigger such covenant for fiscal year 2016. Should the current economic conditions or other factors described herein cause our results of operations to deteriorate beyond our expectations, we may trigger such covenant and, if so triggered, may not be able to satisfy such covenant and be forced to refinance such debt or seek a waiver. Even if new financing is available, it may not be available on terms that are acceptable to us. If we are required to seek a waiver, we may be required to pay significant amounts to the lenders under our ABL facilities to obtain such a waiver.

As of April 2, 2016, there was $80.7 million drawn under our ABL facilities and $40.6 million available for additional borrowings. The weighted average per annum interest rate applicable to borrowings under the U.S. portion and the Canadian portion of the ABL facilities was 2.9% and 4.6%, respectively, as of April 2, 2016. We had letters of credit outstanding of $12.3 million as of April 2, 2016 primarily securing insurance policy deductibles, certain lease facilities and our purchasing card program.

EBITDA is calculated by reference to net income plus interest and amortization of other financing costs, provision for income taxes, depreciation and amortization. Consolidated EBITDA, as defined in the Amended and Restated Revolving Credit Agreement and the Indenture, is calculated by adjusting EBITDA to reflect adjustments permitted in calculating covenant compliance under these agreements. Consolidated EBITDA will be referred to as Adjusted EBITDA herein. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors to demonstrate our ability to comply with our financial covenant.

First Lien Promissory Note

On February 19, 2016, the Company, the other borrowers, AMHNF and Holdings, and H&F Finco LLC (“H&F Finco”), an affiliate of Hellman & Friedman LLC, entered into a first lien promissory note (the “Sponsor Secured Note”), $20.0 million to the U.S. borrowers, AMHNF and Holdings and $7.5 million to the Canadian borrowers. The Sponsor Secured Note bears interest at the LIBOR rate plus 4.25%, with a LIBOR floor of 1%, and matures at the earlier of (i) June 18, 2018 and (ii) 30 days prior to the maturity date of the Company’s 9.125% notes. Prepayment of the Sponsor Secured Note is permitted if (i) excess availability on the date of such payment (prior to giving effect thereto) is no less than $60.0 million and (ii) excess availability on the date of such payment (immediately after giving effect thereto) and the projected daily average excess availability for the thirty-day period immediately following the date of such payment is, in each case, no less than $32.5 million. The Sponsor Secured Note is subject to the same covenants and events of default contained in the Amended and Restated Revolving Credit Agreement and certain additional customary covenants and events of default.

The Sponsor Secured Note is guaranteed by the same guarantors and to the same extent as such guarantors guarantee the obligations under our Amended and Restated Revolving Credit Agreement. Our obligations, including those of AMHNF, Holdings and the guarantors under the Sponsor Secured Note are secured on a pari passu basis to the liens and assets securing the obligations under the Amended and Restated Revolving Credit Agreement (the “ABL Shared Collateral”), subject to the applicable intercreditor agreement. Concurrently with entering into the Sponsor Secured Note, we, the other borrowers, AMHNF, Holdings and the guarantors under the Sponsor Secured Note entered into a revolving loan intercreditor agreement with H&F Finco, as the subordinated debt representative and UBS AG, Stamford Branch and UBS AG Canada Branch, as the senior representatives which subordinates the lien of H&F Finco to the lien of the senior representative and the senior lenders

Table of Contents

~~other~~under ~~things, extend~~ the ~~maturity~~Amended ~~date~~and ofRestated ~~the~~Revolving ~~revolving~~Credit ~~credit~~Agreement ~~agreement~~in ~~from~~respect ~~October 13, 2015 to the earlier~~ of ~~(i)~~any ~~April~~right ~~18, 2018 and (ii) 90 days prior to the maturity date~~ of ~~the~~payment ~~existing~~from ~~notes. Subsequently, we terminated~~ the ~~tranche~~proceeds ~~B revolving credit commitments~~ of ~~$12.0~~any ~~million~~sale ~~and~~or ~~wrote~~disposition ~~off $0.5 million~~ of ~~deferred financing fees related to the~~ ABL ~~facilities.~~Shared Collateral.

At our option, the U.S. and Canadian tranche A revolving credit loans under the Amended and Restated Revolving Credit Agreement governing the ABL facilities bear interest at the rate equal to (1) the London Interbank Offered Rate (“LIBOR”) (for eurodollar loans under the U.S. facility) or the Canadian Dealer Offered Rate (“CDOR”) (for loans under the Canadian facility), plus an applicable margin of 2.25% as of October 3, 2015, or (2) the alternate base rate (for alternate base rate loans under the U.S. facility, which is the highest of a prime rate, the Federal Funds Effective Rate plus 0.50% and a one-month LIBOR rate plus 1.0% per annum) or the alternate Canadian base rate (for loans under the Canadian facility, which is the higher of a Canadian prime rate and the 30-day CDOR plus 1.0%), plus an applicable margin of 1.25% as of October 3, 2015, in each case, which interest rate margin may vary in 25 basis point increments between three pricing levels determined by reference to the average excess availability in respect of the U.S. and Canadian tranche A revolving credit loans. In addition to paying interest on outstanding principal under the ABL facilities, we are required to pay a commitment fee in respect of the U.S. and Canadian tranche A revolving credit loans, payable quarterly in arrears, of 0.375%.

As of October 3, 2015, there was $94.5 million drawn under our ABL facilities and $79.1 million available for additional borrowings. The weighted average per annum interest rate applicable to borrowings under the U.S. portion and the Canadian portion of the ABL facilities was 2.7% and 4.5%, respectively, as of October 3, 2015. We had letters of credit outstanding of $13.1 million as of October 3, 2015, primarily securing insurance policy deductibles, certain lease facilities and our purchasing card program.

Covenant Compliance

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

On March 23, 2015, the Amended and Restated Revolving Credit Agreement was amended to permit, among other things, for the period commencing on and including April 3, 2015 through and including June 5, 2015, for the fixed charge coverage ratio to be tested or for a cash dominion period to commence only if excess availability is less than $15.0 million for a period of five consecutive business days. In addition, such amendment includes a provision for weekly borrowing base certificate reporting for the period commencing on and including April 12, 2015 through and including June 10, 2015 in lieu of delivery of a borrowing base certificate after each fiscal month.

The fixed charge coverage ratio was 0.56:1.00 for the four consecutive fiscal quarter test period ended October 3, 2015. We have not triggered such fixed charge coverage ratio covenant as of October 3, 2015, as excess availability of $59.1 million as of such date was in excess of the covenant trigger threshold. We do not expect to trigger such covenant for fiscal year 2015. Should the current economic conditions or other factors described herein cause our results of operations to deteriorate beyond our expectations, we may trigger such covenant and, if so triggered, may not be able to satisfy such covenant and be forced to refinance such debt or seek a waiver. Even if new financing is available, it may not be available on terms that are acceptable to us. If we are required to seek a waiver, we may be required to pay significant amounts to the lenders under our ABL facilities to obtain such a waiver.

In addition to the financial covenant described above, certain incurrences of debt and investments require compliance with financial covenants under the Amended and Restated Revolving Credit Agreement and the Indenture. The breach of any of these covenants could result in a default under the Amended and Restated Revolving Credit Agreement and the Indenture, and the lenders or note holders, as applicable, could elect to declare all amounts borrowed due and payable. See Part I, Item 1A. “Risk Factors” in our Annual Report. We were in compliance with such financial covenants as of October 3, 2015.

Effects of Inflation

The principal raw materials used by us are vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware, and packaging materials, as well as diesel fuel, all of which have historically been subject to price changes. Raw material pricing on our key commodities has fluctuated significantly over the past several years. Our freight costs may also fluctuate based on changes in gasoline and diesel fuel costs related to our trucking fleet. Our ability to maintain gross margin levels on our products during periods of rising raw material costs and freight costs depends on our ability to obtain selling price increases. Furthermore, the results of operations for individual quarters can and have been negatively impacted by a delay between the timing of raw material cost increases and price increases on our products. There can be no assurance that we will be able to maintain the selling price increases already implemented or achieve any future price increases. At April 2, 2016, we had no raw material hedge contracts in place.

Table of Contents

levels on our products during periods of rising raw material costs and freight costs depends on our ability to obtain selling price increases. Furthermore, the results of operations for individual quarters can and have been negatively impacted by a delay between the timing of raw material cost increases and price increases on our products. There can be no assurance that we will be able to maintain the selling price increases already implemented or achieve any future price increases. At October 3, 2015, we had no raw material hedge contracts in place.

Forward-Looking Statements

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


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


•	our substantial level of indebtedness;

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


•	our ability to generate sufficient cash, or access capital resources, to service all our debt obligations, working capital needs and planned capital expenditures;


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


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


•	our substantial fixed costs;


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


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


•	consolidation of our customers;


•	increases in union organizing activity;


•	changes in weather conditions;


•	our history of operating losses;


•	our ability to attract and retain qualified personnel;

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


•	any impairment of goodwill or other intangible assets;


•	future recognition of our deferred tax assets;


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


•	our exposure to foreign currency exchange risk;


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

• the other factors discussed under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 2, 2016, filed with the Securities and Exchange Commission on March 22, 2016 (“Annual Report”) and elsewhere in this report.

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

3332

Table of Contents

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

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

Table of Contents



Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

From time to time, we may have outstanding borrowings under our ABL facilities and may incur additional borrowings for general corporate purposes, including working capital and capital expenditures. As of ~~October~~April 32, ~~2015~~2016, the interest rate applicable to outstanding loans under the U.S. and Canadian tranche A revolving facilities was, at our option, equal to either a United States or Canadian adjusted base rate plus an applicable margin ranging from 0.75% to 1.25%, or LIBOR plus an applicable margin ranging from 1.75% to 2.25%, with the applicable margin in each case depending on our quarterly average “excess availability” as defined in the credit facilities.

As of ~~October~~April 32, ~~2015~~2016, we had borrowings outstanding of $9480.57 million under the ABL facilities. The effect of a 1.00% increase or decrease in interest rates would increase or decrease the total annual interest expense by $0.98 million.

We have $830.0 million aggregate principal amount of 9.125% notes outstanding as of ~~October~~April 32, ~~2015~~2016 that bear a fixed interest rate of 9.125% and mature in 2017. The fair value of our 9.125% notes is sensitive to changes in interest rates. In addition, the fair value is affected by our overall credit rating, which could be impacted by changes in our future operating results. These 9.125% notes have an estimated fair value of $~~649~~653.6 million based on quoted market prices as of ~~October~~April 32, ~~2015~~2016.

Foreign Currency Exchange Risk

Our revenues are generated primarily from domestic customers and are realized in U.S. dollars. However, we realize revenues from sales made through our Canadian distribution centers in Canadian dollars. Our Canadian manufacturing facilities acquire raw materials and supplies from U.S. vendors, which results in foreign currency transactional gains and losses upon settlement of the obligations. Payment terms among Canadian manufacturing facilities and these vendors are short-term in nature. We may, from time to time, enter into foreign exchange forward contracts with maturities of less than three months to reduce our exposure to fluctuations in the Canadian dollar. As of ~~October~~April 32, ~~2015~~2016, we were a party to foreign exchange forward contracts for Canadian dollars, the value of which was $0.21 million of gain.

A 10% strengthening or weakening from the levels experienced during the ~~nine~~quarter ~~months~~ ended ~~October~~April 32, ~~2015~~2016 of the U.S. dollar relative to the Canadian dollar would have resulted in ana ~~approximate~~ $81.4 million decrease or increase, respectively, in comprehensive loss for the ~~nine~~quarter ~~months~~ ended ~~October~~April 32, ~~2015~~2016.

Commodity Price Risk

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



Item 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the quarter ended April 2, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the quarter ended October 3, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Items 2, 3, 4 and 5 are not applicable or the answer to such items is none; therefore, the items have been omitted and no reference is required in this Quarterly Report on Form 10-Q.



Item 1.	Legal Proceedings

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

Environmental Claims

The Woodbridge, New Jersey facility is currently the subject of an investigation and/or remediation before the New Jersey Department of Environmental Protection (“NJDEP”) under ISRA Case No. E20030110 for our wholly owned subsidiary, Gentek Building Products, Inc. (“Gentek”). The facility is currently leased by Gentek. Previous operations at the facility resulted in soil and groundwater contamination in certain areas of the property. In 1999, the property owner and Gentek signed a remediation agreement with NJDEP, pursuant to which the property owner and Gentek agreed to continue an investigation/remediation that had been commenced pursuant to a Memorandum of Agreement with NJDEP. Under the remediation agreement, NJDEP required posting of a remediation funding source of $0.1 million, which is currently satisfied by a $0.3 million standby letter of credit that was provided by Gentek to ~~the~~ NJDEP. During 2014, the delineation studies were completed and in early 2015 the Company was presented with several remedial plans. Based on the alternatives presented, the Company identified what it believed to be the most likely option and recorded the minimum liability for that option, which totaled $1.0 million as of January 32, ~~2015~~2016, the balance of which remains unchanged as of ~~October~~April 32, ~~2015~~2016. We believe this matter will not have a material adverse effect on our financial position, results of operations or liquidity.

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



Item 1A.	Risk Factors

There have been no material changes to the risk factors disclosed in Part 1, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended January 32, ~~2015~~2016 filed with the Securities and Exchange Commission on March 2322, ~~2015~~2016, which include detailed discussions of risk factors that could materially affect our business, financial condition or results of operations and are incorporated herein by reference.



Item 6.	Exhibits

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

3635

Table of Contents

SIGNATURES

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

			ASSOCIATED MATERIALS, LLC
			(Registrant)
Date:	~~November~~May 3, ~~2015~~2016	By:	/s/ Scott F. Stephens
			Scott F. Stephens
			Executive Vice President and Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)

3736

Table of Contents

EXHIBIT INDEX

ExhibitNumber		Description
3.1		Certificate of Formation of Associated Materials, LLC (incorporated by reference to Exhibit 3.1 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on March 25, 2008).
3.2		Amended and Restated Limited Liability Company Agreement of Associated Materials, LLC (incorporated by reference to Exhibit 3.2 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on March 21, 2014).
10.1		Amendment No. 3 to Amended and Restated Revolving Credit Agreement and US Security Agreement, dated February 19, 2016, among Associated Materials Incorporated, Associated Materials, LLC, Gentek Holdings, LLC, Gentek Building Products, Inc., AMH New Finance, Inc., Associated Materials Canada Limited, Gentek Canada Holdings Limited, Gentek Building Products Limited Partnership and several lenders and agents thereto (incorporated by reference to Exhibit 10.35 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on March 22, 2016).
10.2		First Lien Promissory Note, dated February 19, 2016, among Associated Materials Incorporated, Associated Materials, LLC, Gentek Holdings, LLC, Gentek Building Products, Inc., AMH New Finance, Inc., Associated Materials Canada Limited, Gentek Canada Holdings Limited, Gentek Building Products Limited Partnership and H&F Finco LLC. (incorporated by reference to Exhibit 10.36 to Associated Materials, LLC’s Annual Report on Form 10-K, filed with the SEC on March 22, 2016).
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1†		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS†		XBRL Instance Document.
101.INS		XBRL Instance Document.
101.SCH†		XBRL Taxonomy Extension Schema Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL†		XBRL Taxonomy Extension Calculation Linkbase Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB†		XBRL Taxonomy Extension Label Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE†		XBRL Taxonomy Extension Presentation Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF†		XBRL Taxonomy Extension Definition Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.



†	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.

3837

Filing Compare · ASSOCIATED MATERIALS, LLC