**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

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FORM 10-K

**x**                              AnnualReport Pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934 for the fiscal year ended December 31, 2004

**o**                                 TransitionReport Pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934

**Commission File Number: 333-05978**

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EURAMAX INTERNATIONAL, INC.

(Exact name of registrantas specified in its charter)

| **Delaware**                                                     | ** ** | **58-2502320**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification No.) |
| **5445 Triangle Pkwy Suite 350, Norcross,  Georgia**        | ** ** | **30092**                             |
| (address of  principal executive offices)                        |       | (Zip Code)                            |

 

Registrant’s telephone number, including area code: **(770) 449-7066**

Securities registeredpursuant to Section 12(b) of the Act:
|      | **Title of each class** | ** ** | ** ** | ** ** | **Name of each exchange on which registered** | ** ** |
|------|-------------------------|------------|------------|------------|-----------------------------------------------|------------|
| None |                    | None       |

 

Securities registered pursuant to Section 12(g) ofthe Act:

**None**

**(Titleof Class)**

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.

Yes xNo o

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of the Form 10-Kor any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Exchange Act Rule 12b-2).

Yes oNo x

Asof March 31, 2005, Registrant has 322,815.17 shares of Class A commonstock outstanding and no shares of Class B common stock outstanding.

 

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*Note Regarding Private Securities Litigation ReformAct:*   Statements contained in this Form 10-Kthat are not historical facts include forward-looking statements that aresubject to the safe harbor rules created by the Private SecuritiesLitigation Reform Act of 1995. All statements, other than statements ofhistorical facts, included or incorporated by reference in this Form 10-Kwhich address activities, events or developments which Euramax International, Inc.and subsidiaries (the “Company” or “Euramax”) expect or anticipate will or mayoccur in the future, including statements regarding the Company’s competitiveposition, the risks of acquisition of businesses (including limited knowledgeof the businesses acquired and misrepresentations by sellers), changes inbusiness strategy or development plans, cyclical demand for the Company’sproducts, the supply and/or price of aluminum, steel and other raw materials,currency exchange rate fluctuations, the Company’s ability to pass on priceincreases, the impact of environmental laws and regulations, the availabilityof financing, reliance on key management personnel, ability to manage growth,the Company’s expectations regarding the adequacy of current financingarrangements, loss of customers, quantitative and qualitative disclosures aboutmarket risk, and other statements regarding future plans and strategies,anticipated events or trends and similar expressions concerning matters thatare not historical facts are forward looking statements. Words such as “expects,”“anticipates,” “intends,” “plans,” “believes,” “estimates,” or variations ofsuch words and similar expressions are intended to identify suchforward-looking statements. These statements are based on certain assumptionsand analyses made by the Company in light of its experience and its perceptionof historical trends, current conditions and expected future developments aswell as other factors it believes are appropriate in the circumstances.However, whether actual results and developments will conform with the Company’sexpectations and predictions is subject to a number of risks and uncertaintieswhich could cause actual results to differ significantly and materially frompast results and from the Company’s expectations, including the risk factors discussedin this Form 10-K, Item 1 “Business,” and Item 7 “Management’sDiscussion and Analysis of Financial Conditions and Results of Operations,” andother factors, many of which are beyond the control of the Company.Consequently, all of the forward-looking statements made in this Form 10-Kare qualified by these cautionary statements and there can be no assurance thatthe actual results or developments anticipated by the Company will be realizedor, even if substantially realized, that they will have the expectedconsequences to or effects on the Company or its business or operations. TheCompany assumes no obligation to update publicly any such forward-lookingstatements, whether as a result of new information, future events or otherwise.Unless the context otherwise requires, the terms “we”, “our” and “us” refer tothe Company and its subsidiaries collectively.

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**Part I**

**Item 1. Business**

**Overview**

Euramax is an international producer of value-addedaluminum, steel, vinyl and fiberglass fabricated products with facilitieslocated in all major regions of the continental United States, or U.S., as wellas in the United Kingdom, or U.K., The Netherlands and France. Ourmanufacturing and distribution network consists of 42 strategically locatedfacilities, of which 36 are located in the U.S. and six are located in Europe.Net sales for 2004 in the U.S. and Europe were $648.9 million and $315.9million, respectively. We sell our products principally to two markets, thebuilding and construction market and the transportation market. Our coreproducts include specialty coated coils, aluminum recreational vehicle (or “RV”)sidewalls, RV doors, farm and agricultural panels, metal and vinyl raincarryingsystems, soffit and fascia systems, and vinyl replacement windows. In addition,we sell an extensive line of accessory products, including roofing and sidinghardware, trim parts and roof drainage accessories. Our customers includeoriginal equipment manufacturers, or OEMs, such as RV manufacturers, commercialpanel manufacturers and transportation industry manufacturers; ruralcontractors; home centers; home improvement contractors; distributors;industrial and architectural contractors; and manufactured housing producers. Oursales are somewhat seasonal, with the second and third quarters typicallyaccounting for the highest sales volumes.

We operate downstream of producers of aluminum coil,aluminum extrusions, steel coil and aluminum ingot. These producers supply uswith aluminum coil, aluminum extrusions and steel coil. We sold approximately227 and 306 million pounds of aluminum and steel, respectively, in 2004. To alesser extent, we also distribute and fabricate products manufactured fromvinyl, copper and fiberglass.

We were established as anindependent multinational company in 1996 under the name Euramax InternationalLimited, which was formed by ACP Holding Company, an affiliate of CitigroupVenture Capital Ltd., or CVC, and CVC European Equity Partners, L.P. and CVCEuropean Equity Partners (Jersey), L.P., whom we refer to together as CVCEurope. At that time, we acquired the fabricated products business from AlumaxInc. Alumax, Inc. was acquired by Aluminum Company of America in 1998, andis hereafter referred to as “Alumax”. Including our history as a division ofAlumax, we have over 50 years of experience in the fabrication of aluminumproducts, and over the last 30 years we have developed additional expertise inareas such as steel, vinyl, copper and fiberglass fabrication. See “ImportantTransactions—Acquisition of Alumax’s Fabricated Products Business in September 1996and Related Financing.” In 1999, Euramax was reorganized to become a U.S. basedmultinational group. See “Important Transactions—The Reorganization”. Asdescribed in “Important Transaction—2003 Stock Transaction”, Citigroup VentureCapital Equity Partners, L.P., or CVCEP, an affiliate of CVC, subsequently acquiredall of our common stock held by CVC Europe.

**Business Strategy**

Our strategy is to expandour leadership position as a producer of aluminum and steel products and tofurther diversify product offerings, customers and geographic regions in whichwe operate. Since our formation as an independent company in 1996, our abilityto consistently generate free cash flow has enabled us to pay down significantamounts of debt, while allowing us to pursue a strategy of improving ouroperations, profitability and prospects for future growth. Under this strategy,we are pursuing organic growth through product development and the addition ofnew territories and new customers. In addition, our strategy includesidentifying and acquiring businesses and assets that will enable us to offercomplementary products and/or expand our geographic coverage. Since ourformation in September 1996, we have completed eight acquisitions whichhave enabled us to offer complementary products and expand 

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ourgeographic coverage. We have also sold two businesses that did not serve ourbusiness strategy. We expect to continue identifying and acquiring businessesas part of executing our strategy.

**ImportantTransactions**

*Acquisition of Alumax’s fabricated productsbusiness in September 1996.  *On September 25, 1996,Euramax International Limited purchased, through its wholly-owned subsidiaries,all of the issued and outstanding capital stock of certain of Alumax’ssubsidiaries which operated a portion of Alumax’s fabricated products business.

*The Reorganization.  *In December 1999,Euramax International Limited completed a reorganization whereby EuramaxInternational, Inc., a Delaware corporation, was positioned as the toptier holding company. Prior to the Reorganization, the parent company wasEuramax International Limited (formerly Euramax International plc), a companyorganized under the laws of England and Wales. The Reorganization wasaccomplished, in part, by means of a “scheme of arrangement” under section 425of the United Kingdom Companies Act 1985. As a result of the Reorganization,the new U.S. holding company of the group, Euramax International, Inc., isthe reporting company for the consolidated group.

*2003 Stock Transaction.  *OnApril 15, 2003, CVCEP and CVC entered into a definitive purchase agreementwith CVC Europe, BNP Paribas, independent directors and certain members ofmanagement to purchase, for approximately $106.0 million, all of the shares ofthe Company held by CVC Europe and BNP Paribas, and a portion of the sharesheld by independent directors and management, (“2003 Stock Transaction”). The2003 Stock Transaction was completed on June 12, 2003, with CVCEPpurchasing 265,762.48 shares of the Company’s Class A common stock. Afterthe completion of this transaction, CVCEP and CVC collectively ownedapproximately 88.5% of the issued and outstanding shares of the Company, withmanagement of CVCEP and directors and management of the Company holding theremaining shares. Prior to the 2003 Stock Transaction, CVC owned approximately34.5% of the issued and outstanding shares of the Company.

*Acquisition of Berger Holdings,Ltd. on November 25, 2003.  *On November 18,2003, pursuant to a tender offer, Amerimax Pennsylvania, Inc., a whollyowned subsidiary of ours, acquired 93% of Berger Holdings’ outstanding commonshares for $3.90 per share. The acquisition of Berger Holdings was completed onNovember 25, 2003 by the merger of Amerimax Pennsylvania, Inc. intoBerger Holdings, with Berger Holdings as the surviving corporation. As a resultof the merger, each common share of Berger Holdings not owned by Euramax wasconverted into the right to receive $3.90 per share in cash. The total purchaseprice of this acquisition was approximately $36.8 million. Berger Holdingsmanufactures metal roof drainage products and roofing accessories as well asresidential and commercial snow guards and is included in our U.S. FabricationRoof Drainage segment.

**Operating Segments**

Ourreporting segments are as follows:

*European Roll Coating*—The European Roll Coating segment facilitiesprimarily roll coat aluminum and steel sheet and coil for RV manufacturers,transportation manufacturers and building panel manufacturers.

*U.S. FabricationRoof Drainage*—The U.S.Fabrication Roof Drainage segment facilities primarily fabricate aluminum andsteel coil to produce gutters, downspouts, soffit, fascia, gutter accessoriesand other products. Such products are primarily sold to home centers,distributors and home improvement contractors.

*U.S. FabricationBuilding Materials*—TheU.S. Fabrication Building Materials segment facilities primarily fabricate aluminumand steel coil to produce roofing and siding panels, doors, windows, vehicle 

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sidewalls and other products. Such products are primarily sold to RVmanufacturers, rural contractors, home improvement contractors, industrial andarchitectural contractors and manufactured housing producers.

*European Fabrication*—The European Fabrication segment facilitiesprimarily fabricate aluminum extrusions and glass to produce windows, doors,shower enclosures, sunroofs and other products. Such products are primarily soldto transportation manufacturers, distributors, home centers and industrial andarchitectural contractors.

Financial information andother disclosures relating to our operating segments are provided in Note 16of our consolidated financial statements. See also, “Products and Customers.”

**Manufacturing Processes**

Our manufacturingprocesses employ a variety of equipment and several types of facilities. Webelieve that our deployment of equipment enables us to manufacture standard andcustom products efficiently and economically. We have the equipment necessaryfor processing substantially all of our products in-house, whichminimizes reliance on third party processors. This provides certain costbenefits while enabling us to add new products on a timely basis. Thesecapabilities provide marketing and pricing advantages, including the ability tocontrol delivery time and to develop new and customer-specific products in anexpeditious manner.

Our manufacturing processgenerally begins with painting aluminum or steel coil through a process knownas roll coating. Once coated, the aluminum or steel is further fabricatedthrough selected processes which include tension leveling, embossing, slitting,rollforming, brake pressing, notching and bending. These processes complete theappropriate steps to fabricate a finished product.

Our coating andfabrication capabilities are described in more detail as follows:

*Coating (painting and anodizing):  *Rollcoating is the process of applying a variety of liquid coatings (primarilypaint) to bare aluminum or steel coil, providing a baked-on finish thatis both protective and decorative. Approximately 174 million pounds of aluminum(89 million pounds in Europe and 85 million pounds in the U.S.) andapproximately 32 million pounds of steel (9 million pounds in Europe and 23million pounds in the U.S.) were roll coated by our eight roll coatingoperations in 2004. We have three such coating lines in the U.S. and five inEurope. Two of the coating lines in the U.S. are primarily utilized forinternal processing, while one coating line in the U.S. and the five coatinglines in Europe, located within two facilities, are utilized to supply rollcoated products to both internal and external customers. We believe that ourroll coating facility in Roermond, The Netherlands is one of only threefacilities in the world capable of coating coil up to 100 inches in width. TheRoermond line services a variety of markets in which wide coated aluminum isbecoming increasingly important. Wide coils provide customers with theopportunity to produce products more economically by reducing labor costs andrequiring fewer joints and seams in their manufacturing processes.

Anodizing is anelectrochemical process that alters an aluminum surface through a controlledand accelerated oxidation process, which, if desired, may also color thematerial. Anodizing provides a high quality architectural finish to aluminumextrusions, which is demanded by certain customers. Anodizing is a keymanufacturing process we offer in certain European facilities included in theEuropean Fabrication segment, which fabricate bath and shower enclosures,automotive window trims, and extrusions used in the transportation industry.

*Fabrication:  *Aftercoating, much of the coil, in our U.S. Fabrication Roof Drainage, U.S.Fabrication Building Materials and European Fabrication segments, is processedthrough slitting operations which cut coils into more narrow widths. The cutcoils may then undergo a variety of downstream production processes whichfurther fabricate the aluminum and steel sheet to form the desired product.Fabrication equipment includes rollformers, punch and brake presses andexpanding 

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machinery for avariety of applications. Production machinery also includes equipment to bend,notch and cut aluminum and vinyl extrusions required, together with glass, forthe assembly of windows and doors.

**Products andCustomers**

Ourproducts are sold to a diverse group of customers operating in a variety ofindustries. Our sales and marketing effort is organized on a decentralizedbasis to provide required services to our broad customer base in multiplegeographic areas. Customers include:

·       OriginalEquipment Manufacturers (“OEMs”), including RV, Commercial Panel, andTransportation Industry Manufacturers;

·       RuralContractors;

·       HomeCenters;

·       HomeImprovement Contractors;

·       Distributors;

·       ManufacturedHousing Producers; and

·       Industrialand Architectural Contractors.

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Thetable below lists the Company’s key products, materials used, customers and end-users,sales regions and segments:
| **Products**                                                                 | ** ** | ** **                         | ** ** | **Primary  Materials**                                                                                                                                            | ** ** | **Customers/Markets** | ** ** | **Primary Sales  Regions**                                                        | ** ** | **Segments** |
|------------------------------------------------------------------------------|------------|------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|-----------------------------------------------------------------------------------|------------|--------------|
| Specialty Coated  Coils (painted aluminum and steel coils)                   |       | Aluminum,  Steel                   |       | OEMs,  RV Manufacturers, Transportation Industry Manufacturers, Various Building  Panel Manufacturers                                                             |       | Europe                |       | European  Roll Coating                                                            |
| Roofing &  Siding (including vehicle sidewalls and building panels) |       | Aluminum, Steel, Vinyl, Fiberglass |       | OEMs, RV Manufacturers, Rural Contractors,  Distributors, Industrial and Architectural Contractors, Home Improvement  Contractors; Manufactured Housing Producers |       | U.S., Europe          |       | U.S. Fabrication Building Materials, European  Fabrication, European Roll Coating |
| Raincarrying  Systems (gutters, downspouts)                                  |       | Aluminum, Steel, Vinyl, Copper     |       | Home Centers, Rural Contractors, Home Improvement  Contractors, Distributors, Manufactured Housing Producers                                                      |       | U.S.                  |       | U.S. Fabrication Roof Drainage                                                    |
| Soffit (roof  overhangs), Fascia (trims), Flashing (roofing valley material) |       | Aluminum, Steel, Copper            |       | Home Centers, Rural Contractors, Industrial and  Architectural Contractors, Home Improvement Contractors, Manufactured Housing  Producers                         |       | U.S.                  |       | U.S. Fabrication Roof Drainage                                                    |
| Doors                                                                        |       | Aluminum, Fiberglass               |       | OEMs, RV Manufacturers, Distributors, Home Centers,  Home Improvement Contractors, Manufactured Housing Producers                                                 |       | U.S., Europe          |       | U.S. Fabrication Building Materials, European  Fabrication                        |
| Windows                                                                      |       | Aluminum, Vinyl                    |       | OEMs, RV Manufacturers, Home Improvement  Contractors, Transportation Industry Manufacturers                                                                      |       | U.S., Europe          |       | U.S. Fabrication Building Materials, European  Fabrication                        |

 

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The following table setsforth the percentage of our net sales attributable to our customers/markets:
| ** **                                | ** ** | **Years Ended**  | ** ** |
|-------------------------------------------|------------|-----------------------|------------|
| ** **                                | ** ** | **December 31,** | ** ** | **December 26,** | ** ** | **December 27,** | ** ** |
| ** **                                | ** ** | **2004**              | ** ** | **2003** | ** ** | **2002** | ** ** |
| OEMs                                      |       |                  | 38.2       | % |   |   | 41.2 | % |   |   | 41.4 | % |   |
| Home Centers                              |       |                  | 20.6       | % |   |   | 21.8 | % |   |   | 20.3 | % |   |
| Rural Contractors                         |       |                  | 16.6       | % |   |   | 16.8 | % |   |   | 20.5 | % |   |
| Distributors                              |       |                  | 9.5        | % |   |   | 5.6 | % |   |   | 4.0 | % |   |
| Home Improvement  Contractors             |       |                  | 8.7        | % |   |   | 8.2 | % |   |   | 8.1 | % |   |
| Industrial and  Architectural Contractors |       |                  | 3.7        | % |   |   | 3.6 | % |   |   | 2.7 | % |   |
| Manufactured  Housing Producers           |       |                  | 2.7        | % |   |   | 2.8 | % |   |   | 3.0 | % |   |
|                                      |       |                  | 100.0      | % |   |   | 100.0 | % |   |   | 100.0 | % |   |

 

***Original EquipmentManufacturers.  ***Wesupply OEMs, such as RV, commercial panel and transportation industrymanufacturers. The Company’s principal OEM customers are described below:

*Recreational Vehicle Manufacturers*:*  *We are a leading supplier of various aluminumproducts to RV manufacturers in the U.S. and Europe. These productsprimarily consist of painted aluminum sheet and fabricated painted aluminumpanels. We use our decorative graphic coating lines to produce aluminum panelswith decorative detailing in a variety of colors. We also supply RV doors,windows and finished aluminum exterior walls and roofing panels. In addition,we supply laminated aluminum and fiberglass panels to RV manufacturers.

*Commercial Panel Manufacturers*:*  *We sell painted aluminum coil to customers whoproduce commercial building panels. These panels become part of a total packageof commercial building wall panels and facades. The panels are used in bothresidential (such as room additions and patio enclosures) and commercialapplications (such as service stations and school buildings) as well as in theconstruction of “cold rooms” used for the storage of perishable goods.

*Transportation Industry Manufacturers*:*  *In addition to supplying RV manufacturers and commercialpanel manufacturers, we also supply manufacturers in the transportationindustry in Europe with windows, sunroofs, frames and various other componentsfabricated from aluminum extrusions.

*Other Manufacturers*:*  *We also use our decorative and coil coatingcapabilities for products supplied to overhead door manufacturers and producersof refrigerated transport containers. Door manufacturers produce the overheaddoors, adding the necessary hardware and accessory items to complete theproduct.

***Home Centers.  ***Ourhome center customers supply the well-established Do-It-Yourself, or DIY,market in the U.S., Canada, and the U.K. In the U.S., we sell building andconstruction products, such as residential rain-carrying systems, roof flashingproducts, soffits, fascias, and steel roofing and siding. In the U.K., we sellresidential entry doors. These products, which are designed for ease ofinstallation by DIY consumers, are produced with aluminum, galvanized orpainted steel, and vinyl, depending on regional preferences. Home centersinclude small hardware stores, large cooperative buying groups, lumberyards andmajor home center retailers. We believe that we are the leading supplier of DIYmetal raincarrying systems in the U.S.

***Rural Contractors****.  *We supply aluminum and steel roofing and sidingproducts to rural contractors for use in agricultural and rural buildings suchas sheds and animal confinement buildings. We sell our products to traditionalrural contractors, including building supply dealers, building and agriculturalcooperatives, and animal confinement integrators. Building suppliers andagricultural cooperatives typically purchase smaller quantities of product atmultiple locations whereas contractors and integrators generally purchase largevolumes for delivery to one site.

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***Home Improvement Contractors.  ***Wesell a variety of products to home improvement contractors, the mostsignificant of which are rain-carrying systems and vinyl replacement windows.Other products sold to home improvement contractors include awnings, latticesystems, metal roofing, shower doors and patio and entrance doors. In the U.S.,we offer a full complement of vinyl replacement windows. We are also one of thelargest suppliers of lattice and painted aluminum awnings to residentialcontractors in the western U.S. In addition, we manufacture painted aluminumand steel panels for residential roofing.

***Distributors.  ***Wesell to distributors and stockists (the European equivalent of distributors),which perform as service centers for the next tier of customers in both theU.S. and Europe. A distributor will typically purchase coil which is laterbroken down or fabricated prior to resale. Residential building products soldthrough distributors include a wide range of metal roof flashing materials,painted aluminum trim coil, raincarrying systems, fascia/soffit systems anddrip edges. In the U.K., we produce patio, entrance and shower doors, marketedprimarily to distributors, as well as shower and bath enclosures.

***Industrial and ArchitecturalContractors.  ***We sell various products to thearchitectural and industrial contractor markets including standing seam panels,siding, soffits and fascias. These products are primarily produced fromgalvanized steel or aluminum.

***Manufactured Housing Producers.  ***Wesell fabricated steel siding and accessory parts to producers of manufacturedhousing in the U.S. These products are used for exterior walls and roofs. Inaddition to steel siding, we also fabricate and supply a variety of steel andaluminum accessory components for manufactured home exteriors.

**Raw Materials**

Our products are principally manufactured fromaluminum coils and extrusions and steel coils. During 2004, approximately227 million pounds of aluminum products and approximately 306 millionpounds of steel products were sold. The proportion sold in 2004 by value is$555.3 million of aluminum and $240.7 million of steel. In addition,during 2004, we sold $168.8 million of products manufactured from materialsother than aluminum and steel.

All of our raw material inputs are sourced fromexternal suppliers. We purchase our steel and aluminum sheet requirements fromseveral foreign and domestic aluminum and steel mills. We believe there issufficient supply in the market place to competitively source all of ourrequirements without reliance on any particular supplier.

Approximately 58% and 25%of our net sales are derived from sales of aluminum and steel products,respectively. Both of these raw materials are subject to a high degree ofvolatility caused by, among other items, the relationship of world supply toworld demand, the relationship of the U.S. Dollar to other currencies, and theimposition of import and export tariffs. Historically, prices at which we sellaluminum and steel products tend to fluctuate with corresponding changes in theprices paid to suppliers for these raw materials. Supplier price increases anddecreases are typically, but not always, due to competition and the market foralternative products, passed on to customers. Accordingly, our net sales andmargins attributable to aluminum and steel products may fluctuate with littleor no change in the volume of shipments.

**Competition**

Competition in the U.S. RVand manufactured housing markets comes primarily from one subsidiary of a largepublicly held U.S. building products company. Other competition in this market,and other U.S. markets, comes largely from privately and publicly heldcompanies that are generally smaller than we are. In Europe, our competitorsinclude three to four integrated companies in the specialty coil-coating 

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business.Other smaller companies compete with us in the building and construction, RVand transportation markets in Europe, both on a regional basis and some on apan-European basis.

**Environmental,Health and Safety Matters**

Our manufacturing facilities are subject to a range offederal, state, local and European environmental and occupational health andsafety laws, including those which relate to air emissions, wastewaterdischarges, the handling and disposal of solid and hazardous waste, and theremediation of contamination associated with the current and past use ofhazardous substances or materials. If a release of hazardous substances ormaterials occurs on or from our properties or any offsite disposal locationused by us, or if contamination from prior activities is discovered at any ofour properties, we may be held liable for the costs of remediation (includingany response costs), natural resource damages and associated transaction costs.While the amount of such liability could be material, we devote resources toensure that our current operations are conducted in a manner intended to reducesuch risks.

Based upon environmental reviews conducted internallyon a quarterly basis, by outside consultants on a periodic basis, and byoutside consultants in connection with the acquisition of Alumax’s fabricatedproducts business, and assuming compliance by Alumax with its indemnificationobligations under the related acquisition agreement, we believe that we arecurrently in compliance with, and not subject to liability under, environmentallaws except where such noncompliance or liability would not reasonably beexpected to have a material adverse effect on our consolidated financialposition, results of operations or cash flows. Pursuant to the terms of theAlumax acquisition agreement, Alumax agreed to correct and to bearsubstantially all costs with respect to certain identified conditions ofpotential noncompliance and liability under environmental laws, none of whichcosts is currently believed to be material. Alumax’s indemnificationobligations under the acquisition agreement are not subject to an aggregatedollar limitation and survive indefinitely with respect to specificallyidentified environmental matters.

Liability with respect to hazardous substance ormaterial releases in the U.S. arises principally under the federalComprehensive Environmental Response, Compensation, and Liability Act of 1980,as amended, or CERCLA, and similar state laws, which impose strict, and under certaincircumstances, retroactive, joint and several liability upon statutorilydefined classes of potentially responsible parties, or PRPs. We have beenidentified as a PRP at eleven National Priorities List, or NPL, sites underCERCLA, although two of these eleven sites may relate to disposal by divisionsof Alumax that have never been and are not now part of Euramax. Pursuant to theterms of the Alumax acquisition agreement, Alumax has agreed to indemnify usfor all of the costs associated with each of these eleven NPL sites. Inaddition, Alumax has agreed to indemnify us for all of the costs associatedwith nine additional sites listed on state hazardous site cleanup lists, withrespect to which we have not received any notice of potential responsibility.

The facility that Berger Bros Company (“Berger”), asubsidiary of Berger Holdings, leases in Ivyland, Pennsylvania has contaminatedgroundwater as a result of the migration from an adjacent property which wasformerly the Naval Air Warfare Center, currently an NPL site under CERCLA. TheUnited States Navy is conducting a clean-up of the Naval Air Warfare Center NPLsite under the Environmental Protection Agency’s supervision. Theowner/landlord of the Berger property obtained liability protection underPennsylvania’s Brownfield Law by demonstrating to the Commonwealth ofPennsylvania that the contamination is from an off-site source, and underPennsylvania law, that protection benefits tenants as well. Moreover, underBerger’s lease, the landlord retained any liability for this contamination.Accordingly, although the facility leased by Berger is on an NPL site, theeffects of this contamination would not reasonably be expected to have amaterial adverse effect on our consolidated financial position, results ofoperations or cash flows.

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We have made and willcontinue to make capital expenditures to comply with environmental laws.Environmental capital expenditures for the years ended December 31, 2004, December 26,2003 and December 27, 2002 were approximately $140.1 thousand, $143.1 thousandand $212.1 thousand, respectively. We estimate that our environmental capitalexpenditures will be approximately $250.0 thousand in 2005.

**Employees**

We employ approximately2,700 people of which 1,000 are employed in Europe and 1,700 are employed in theU.S. Of these employees, approximately 30% are salaried and 70% are hourlyemployees. Collective bargaining agreements cover approximately 250manufacturing employees at five of our U.S. manufacturing facilities. We arenot a party to any material pending labor proceedings and believe that employeerelations are good.

**Risk Factors**

**Our substantial indebtedness could adversely affectour financial condition and prevent us from making principal and interestpayments on our indebtedness.**

As of December 31,2004, we had $82.1 million outstanding under our senior secured creditfacility, with $59.9 million undrawn and available under the revolving creditfacility. Our highly leveraged position poses substantial risk to holders ofthe senior subordinated notes, including risks that:

·       asubstantial portion of our cash flow from operations will be dedicated to thepayment of interest on our senior subordinated notes due 2011 and the paymentof principal and interest under our senior secured credit facility;

·       ourhighly leveraged position may impede our ability to obtain financing in thefuture for working capital, capital expenditures and general corporatepurposes, including acquisitions; and

·       ourhighly leveraged financial position may make us more vulnerable to economicdownturns and may limit our ability to withstand competitive pressures.

Our future cash flow maynot be sufficient to meet our obligations and commitments. In addition, allborrowings under our senior secured credit facility will become due prior tothe senior subordinated notes. If we are unable to generate sufficient cashflow from operations in the future to service our indebtedness and to meet ourother commitments, we will be required to adopt one or more alternatives, suchas refinancing or restructuring our indebtedness, selling material assets oroperations or seeking to raise additional debt or equity capital. There can beno assurance that any of these actions could be effected on a timely basis oron satisfactory terms or that these actions would enable us to continue tosatisfy our capital requirements. In addition, the terms of our existing orfuture debt agreements, including our senior secured credit facility and thesenior subordinated notes, may prohibit us from adopting any of thesealternatives.

**Despite current indebtedness levels and restrictivecovenants, we may still be able to incur substantial additional debt, whichcould exacerbate the risks associated with our substantial leverage.**

We may be able to incuradditional debt in the future, including debt that is senior to or equal inright of payment to the senior subordinated notes. Although the indenturegoverning the senior subordinated notes and our senior secured credit facilitycontain restrictions on our ability to incur indebtedness, those restrictionsare subject to a number of exceptions. We can borrow up to $145.0 million underour senior secured credit facility, all of which would rank senior to thesenior subordinated notes. The indenture permits us to incur at least $175.0million in indebtedness that could be senior to the indebtedness under thesenior subordinated notes. This consists of $150.0 million of credit facilitydebt, which would be senior 

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to theindebtedness under the senior subordinated notes to the extent incurred. We andour restricted subsidiaries may also incur in the aggregate an additional $25.0million under the indenture at any time. This indebtedness may be senior to orequal in right of payment with the senior subordinated notes. To the extent itis incurred by non-guarantor subsidiaries, even if not senior by its terms, itmay be effectively senior to the indebtedness under the senior subordinatednotes. We can also incur additional indebtedness that could be seniorindebtedness to the extent that, after incurring such debt, we would have aConsolidated Cash Flow Ratio (as defined in the indenture) of greater than 2.0to 1.0. In addition, if we are able to designate some of our restrictedsubsidiaries under the indenture governing the senior subordinated notes asunrestricted subsidiaries, those unrestricted subsidiaries would be permittedto borrow beyond the limitations specified in the indenture and engage in otheractivities in which restricted subsidiaries may not engage. Adding new debt tocurrent debt levels could intensify the related risks that we and oursubsidiaries now face.

**Our acquisitionstrategy may not be successful and may adversely affect our earnings fromoperations.**

We have engaged in andcontinue to engage in evaluations of and discussions with potential acquisitioncandidates. These acquisitions may be financed by incurring additionalindebtedness, which could be material. Such additional indebtedness mayincrease our leverage ratios substantially or adversely impact our ratings fromany ratings agencies. In addition, our failure to integrate any acquiredbusinesses successfully may adversely affect our earnings from operations. Anysuch transactions would be subject to negotiations of definitive agreements,satisfactory financing arrangements (including compliance with the limitationson issuance of indebtedness in the indenture governing the senior subordinatednotes and in our senior secured credit facility) and applicable governmentalapprovals and consents. We may not complete any additional acquisitions, andany acquired entities or assets may not enhance our results of operations.

**Demand for many ofour products is cyclical.**

Demand for many of ourproducts is cyclical in nature. Changes in general economic conditions canaffect market demand for our products. Sales to the building and constructionmarkets are driven by trends in commercial and residential construction,housing starts, residential repair and remodelings. Transportation market salesare also cyclical in nature and typically follow the trends in the automotive,truck and recreational vehicle manufacturing industries. Historically, lowerdemand has led to lower margins, lower production levels, or both.

**We depend uponaluminum, and price fluctuations or supply disruption could harm our results.**

Our primary raw materialis aluminum coil. We sold approximately $555.3 million of aluminum products in2004. Because changes in aluminum prices are generally passed through to ourcustomers, increases or decreases in aluminum prices generally causecorresponding increases and decreases in reported net sales, causingfluctuations in reported revenues that are unrelated to the level of businessactivity. However, if we are unable to pass through aluminum price changes to ourcustomers in the future, we could be materially adversely affected. Any major disruptionin the supply and/or price of aluminum could have a material adverse effect onour business and financial condition. Further, we are subject to the short-termcommodity risk of carrying aluminum in our inventory. See “Management’sDiscussion and Analysis of Financial Condition and Results of Operations.”

**We depend uponsteel, and price fluctuations or supply disruption could harm our results.**

We sold approximately$240.7 million of steel products in 2004. We purchase a majority of our steelraw materials from domestic steel producers. As with aluminum, changes in steelprices are generally passed through to our customers, and increases ordecreases in steel prices generally cause corresponding 

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increasesand decreases in reported net sales, causing fluctuations in reported revenuesthat are unrelated to the level of business activity. However, if we are unableto pass through steel price changes to our customers in the future, we could bematerially adversely affected. Any disruption in the supply and/or change inprice of steel could have a material adverse effect on our business andfinancial condition.

We have no long-termcontracts with any supplier of steel. While we expect that there will be anadequate supply to meet our demand for steel raw materials, there may not be anadequate supply. Therefore, we are subject to the risk of lost revenue in theevent that we cannot obtain quantities of steel necessary to meet customerdemand.

**Indebtedness under our senior secured credit facilityis subject to floating interest rates, which may cause our interest expense toincrease.**

Changes in economicconditions could result in higher interest rates, thereby increasing ourinterest expense and reducing our funds available for operations and otherpurposes. A 1% increase in market interest rates would result in an annualincrease in our interest expense and a decrease in our earnings before incometaxes, of approximately $0.5 million. Any additional borrowings under therevolving portion of our credit facility would be subject to similarfluctuations.

**Our senior secured credit facility and the indenturefor the senior subordinated notes contain covenant restrictions that limit ourflexibility in operating our business and our ability to repay ourindebtedness.**

Our senior securedcredit facility and the indenture relating to the senior subordinated notescontain a number of restrictive covenants that impose significant restrictionson us. Compliance with these restrictive covenants limits our flexibility inoperating our business. Failure to comply with these covenants could give riseto an event of default. These covenants restrict, among other things, ourability to:

·       incurindebtedness;

·       makecertain restricted payments;

·       paycertain dividends, make certain distributions, make loans and transferproperty;

·       incurliens;

·       sellassets;

·       issueor sell capital stock;

·       enterinto transactions with affiliates; and

·       consolidate,merge or sell all or substantially all of our assets.

Our senior secured creditfacility also contains financial covenants. If we default on any of thesecovenants, the lenders could cause all amounts outstanding under our seniorsecured credit facility and the senior subordinated notes to be due and payableimmediately, and the lenders under our senior secured credit facility couldproceed against any collateral securing that indebtedness. Our assets or cashflow may not be sufficient to repay in full the borrowings under our seniorsecured credit facility or the senior subordinated notes, either upon maturityor if accelerated upon an event of default. In addition, any event of defaultor declaration of acceleration under one debt instrument could also result inan event of default under one or more of our other debt instruments. Wecurrently pledge, and expect to continue to pledge, a significant portion ofour assets as collateral under our senior secured credit facility. If thelenders under our senior secured credit facility or the holders of the seniorsubordinated notes accelerate the repayment of borrowings, we may not havesufficient assets to repay our indebtedness, including the senior subordinatednotes.

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**We are subject to risk of currency exchange ratefluctuations which may adversely affect our results of operations and ourability to make principal and interest payments on the senior subordinatednotes.**

In 2004, approximately 33%of our net sales were made outside the United States. The U.S. Dollar value ofour non-U.S. sales varies with currency exchange rate fluctuations. Changes incurrency exchange rates could have an adverse effect on our results ofoperations and our ability to meet interest and principal obligations on thesenior subordinated notes. Utilizing currency swaps, we have historicallyconverted portions of U.S. Dollar obligations serviced by foreign operationsinto an equivalent obligation denominated in local currencies. We expect to continuethis practice to hedge against adverse exchange rate fluctuations that wouldlimit our ability to meet interest and principal obligations on the portion ofthe senior subordinated notes to be serviced by foreign operations. We do notemploy activities or enter into transactions that are intended to hedge theimpact of exchange rate fluctuations on our results of operations.

**We are subject tostrict environmental regulations that may lead to significant, unforeseenexpenses.**

Our U.S. and Europeanfacilities are subject to the requirements of federal, state, local andEuropean environmental and occupational health and safety laws and regulations.We may not be, at all times, in compliance with all such requirements. We havemade and will continue to make capital expenditures to comply withenvironmental requirements. As is the case with manufacturers in general, if arelease of hazardous substances occurs on or from our properties or any offsitedisposal location used by us, or if contamination from prior activities isdiscovered at any of our properties, we may be held liable for cleanup costs,natural resource damages and associated transaction costs. While we do notbelieve the costs of remediation of identified environmental matters to bematerial, the amount of such liability could be material. We have been named aparty potentially responsible for the costs of investigating and remediatingnine waste disposal sites, pursuant to the federal Comprehensive EnvironmentalResponse, Compensation, and Liability Act of 1990, and one of our leasedfacilities is located on an NPL which is the responsibility of, and is beingcleaned up by, an unrelated third party. See “Business—Environmental, Healthand Safety Matters” and “Management’s Discussion and Analysis of FinancialCondition and Results of Operations—Environmental Matters.”

**We depend on ourmanagement and key personnel, the loss of which could materially harm us.**

Our success and ourability to implement our business strategy depends upon the continued contributionsof key management, engineering, sales and marketing, finance and manufacturingpersonnel. The loss of the services of certain of these executives could have amaterial adverse effect on our results of operations and prospects. Wecurrently do not maintain “key man” insurance on any members of our managementor other key personnel. We may not be able to retain such key personnel or toattract additional qualified personnel.

**We operate inhighly competitive markets and may not be able to compete effectively.**

The markets in which wecompete are highly competitive. In the United States, competition comes fromboth large and small publicly held and privately held companies. In Europe, ourcompetitors include three to four integrated companies in the specialty coilcoating business. Other smaller companies compete with us in the building andconstruction, RV and transportation markets in Europe, both on a regional basisand some on a pan-European basis. We may not be able to competeeffectively in any of our markets in the future.

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**We could face potential product liability or warrantyclaims relating to products we manufacture or distribute, and we may not havesufficient insurance coverage or funds available to cover all potential claims.**

We face a business risk ofexposure to product liability claims in the event that the use of our productsis alleged to have resulted in injury or other adverse effect. We currentlymaintain product liability coverage, but we may not be able to obtain suchinsurance on acceptable terms in the future, if at all, or any such insurancemay not provide adequate coverage against potential claims. Product liabilityclaims can be expensive to defend and may divert management or other personnelfor months or years regardless of the ultimate outcome. An unsuccessful productliability defense could have a material adverse effect on our business,financial condition, result of operations or business prospects. We may alsoexperience increased costs of warranty claims if our products are manufacturedor designed defectively.

**We are controlled by our principal stockholders whoseinterests may conflict with the interests of the holders of the seniorsubordinated notes.**

CVCEP beneficially ownsapproximately 82% of our common stock. CVCEP controls the affairs and policiesof our company. Circumstances may occur in which the interests of thesestockholders could be in conflict with the interests of the holders of thesenior subordinated notes. These stockholders may also have an interest in pursuingacquisitions, divestitures or other transactions, including a merger or a saleof all or substantially all of our assets that, in their judgment, couldenhance their equity investment, even though such transactions might involverisks to the holders of the senior subordinated notes. Similarly, they mayprefer to increase our indebtedness to fund acquisitions or capitalexpenditures at a time when holders of our debt instruments would prefer us notto increase our debt levels. They may also prefer that excess cash flow orborrowings under our revolving credit facility be used to pay dividends orrepurchase some of our outstanding stock.

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**Item 2.**                        Facilitiesand Properties

Our principal executiveoffice and headquarters are located in Norcross, Georgia. Our principalfacilities are listed below by operating segment:
| **Facility**                             | ** ** | ** **               | ** ** | **Function** | ** ** | **Square Feet** |
|------------------------------------------|------------|--------------------------|------------|--------------|------------|-----------------|
| Norcross, GA                             |       | Executive Offices        |       | (Leased)     |       | 3,627           |
| **U.S. Fabrication Roof Drainage**       |       |                     |       |         |       |            |
| Atlanta, GA                              |       | Office and Manufacturing |       | (Leased)     |       | 132,250         |
| Clarkston, GA                            |       | Manufacturing            |       | (Leased)     |       | 12,800          |
| Feasterville, PA                         |       | Office and Manufacturing |       | (Owned)      |       | 120,000         |
| Grand Prairie, TX                        |       | Manufacturing            |       | (Leased)     |       | 45,281          |
| Ivyland, PA                              |       | Manufacturing            |       | (Leased)     |       | 105,000         |
| Keller, TX                               |       | Manufacturing            |       | (Leased)     |       | 29,605          |
| Kennesaw, GA                             |       | Manufacturing            |       | (Owned)      |       | 10,000          |
| Lancaster, PA                            |       | Office and Manufacturing |       | (Owned)      |       | 220,000         |
| Lawrenceville, GA                        |       | Manufacturing            |       | (Leased)     |       | 55,000          |
| Mableton, GA                             |       | Manufacturing            |       | (Owned)      |       | 88,000          |
| Romeoville, IL                           |       | Manufacturing            |       | (Leased)     |       | 109,000         |
| West Sacramento, CA                      |       | Manufacturing            |       | (Leased)     |       | 70,000          |
| **U.S. Fabrication Building  Materials** |       |                     |       |         |       |            |
| Anaheim, CA                              |       | Manufacturing            |       | (Leased)     |       | 15,000          |
| Bloomsburg, PA                           |       | Manufacturing            |       | (Leased)     |       | 96,000          |
| Bristol, IN                              |       | Manufacturing            |       | (Owned)      |       | 110,115         |
| Cedar City, UT                           |       | Manufacturing            |       | (Leased)     |       | 38,000          |
| Dallas, TX                               |       | Office                   |       | (Leased)     |       | 12,400          |
| Denver, CO                               |       | Warehouse                |       | (Leased)     |       | 5,000           |
| Elkhart, IN                              |       | Manufacturing            |       | (Leased)     |       | 65,000          |
| Elkhart, IN                              |       | Manufacturing            |       | (Leased)     |       | 96,000          |
| Gridley, IL                              |       | Manufacturing            |       | (Owned)      |       | 93,200          |
| Idabel, OK                               |       | Manufacturing            |       | (Owned)      |       | 37,440          |
| Jackson, GA                              |       | Manufacturing            |       | (Owned)      |       | 69,450          |
| Lancaster, PA                            |       | Office and Manufacturing |       | (Owned)      |       | 126,083         |
| Las Vegas, NV                            |       | Warehouse                |       | (Leased)     |       | 28,500          |
| Loveland, CO                             |       | Manufacturing            |       | (Leased)     |       | 51,362          |
| Phoenix, AZ                              |       | Warehouse                |       | (Leased)     |       | 34,565          |
| Mansfield, TX                            |       | Manufacturing            |       | (Owned)      |       | 55,280          |
| Marshfield, WI                           |       | Manufacturing            |       | (Owned)      |       | 28,200          |
| Rathdrum, ID                             |       | Manufacturing            |       | (Leased)     |       | 26,190          |
| Romoland, CA                             |       | Manufacturing            |       | (Owned)      |       | 65,500          |
| Sacramento, CA                           |       | Manufacturing            |       | (Leased)     |       | 40,000          |
| Stayton, OR                              |       | Manufacturing            |       | (Leased)     |       | 35,733          |
| Tifton, GA                               |       | Manufacturing            |       | (Leased)     |       | 55,600          |
| Tifton, GA                               |       | Manufacturing            |       | (Leased)     |       | 26,934          |
| West Helena, AR                          |       | Manufacturing            |       | (Owned)      |       | 230,000         |
| Woodland, CA                             |       | Manufacturing            |       | (Leased)     |       | 91,445          |
| **European Roll Coating**                |       |                     |       |         |       |            |
| Corby, England                           |       | Office and Manufacturing |       | (Owned)      |       | 171,000         |
| Roermond, The  Netherlands               |       | Office and Manufacturing |       | (Owned)      |       | 208,216         |

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| **European Fabrication**    |   |                     |   |                      |   |    |
|-----------------------------|--------|--------------------------|--------|---------------------------|--------|---------|
| Pudsey, England             |   | Office and Manufacturing |   | (Owned & Leased) |   | 211,200 |
| Leeds, England              |   | Manufacturing            |   | (Leased)                  |   | 55,000  |
| Andrezieux-Boutheon, France |   | Office and Manufacturing |   | (Owned)                   |   | 69,968  |
| Montreuil-Bellay, France    |   | Office and Manufacturing |   | (Owned)                   |   | 233,663 |

 

We believe that ourfacilities, taken as a whole, have adequate productive capacity and sufficientmanufacturing equipment to conduct business at levels meeting current demand.

**Item 3.**                        LegalProceedings

We are currently party tolegal proceedings that have arisen in the ordinary course of business. Suchproceedings involve claims by plaintiffs for reimbursement or damages that inthe aggregate approximate $11.0 million. We have and will continue tovigorously defend the Company in these matters. We believe that the ultimateoutcome of these matters would not, individually or in the aggregate,reasonably be expected to have a material adverse effect on our consolidatedfinancial position, results of operations or cash flows.

**Item 4.**                        Submissionof Matters to a Vote of Security Holders

There were no itemssubmitted for vote of security holders in the quarter ended December 31,2004.

**Part II**

**Item 5.**                        Market forRegistrant’s Common Equity and Related Stockholders Matters

The Company issued $200.0 million senior subordinatednotes in August 2003 that were subsequently registered under theSecurities Act of 1933 in March 2004.

There is no established public trading market for anyclass of common equity of the Company. As of March 31, 2005, there were 33holders of record of the Company’s 322,815.17 outstanding shares of commonstock.

Our amended and restated senior secured creditfacility and the indenture governing our senior subordinated notes containcertain restrictions on the payment of cash dividends. See “Management’sDiscussion and Analysis of Financial Condition and Results of Operations—Liquidityand Capital Resources” and Note 8 to the consolidated financialstatements.

For information on securities authorized for issuanceunder equity compensation plans, see “Item 10. Directors, Executive Officersand Key Management—Equity Compensation Plan Information” and “Item 10.Directors, Executive Officers and Key Management—2003 Equity Compensation Plan.”

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**Item 6.**                        SelectedHistorical Consolidated Financial Data

Theselected financial data as of each fiscal year end and for each fiscal year inthe five year period ended December 31, 2004 were derived from our auditedconsolidated financial statements. The information contained in this tableshould be read in conjunction with “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” and the Consolidated FinancialStatements and accompanying notes thereto included herein.
| ** **                                               | ** ** | **Successor**                                                                  | ** ** | **Predecessor**                                          | ** ** |
|----------------------------------------------------------|------------|--------------------------------------------------------------------------------|------------|----------------------------------------------------------|------------|
| ** **                                               | ** ** | **Year  ended  December 31,  2004**                                       | ** ** | **Seven months  ended  December 26,  2003(3)** | ** ** | **Five months  ended  May 23,  2003** | ** ** | **Year  ended  December 27,  2002** | ** ** | **Year  ended  December 28,  2001** | ** ** | **Year  ended  December 29,  2000** | ** ** |
| ** **                                               | ** ** | **Thousands of U.S. Dollars, except for ratios** | ** ** |
| **Statement of Earnings Data:**                          |       |                                                                           |       |                                                     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net sales                                                |       |                                                                           | $          | 964,827                                                  |       |   |   | $ | 483,688 |   |   |   | $ | 260,615 |   |   |   | $ | 639,149 |   |   |   | $ | 593,117 |   |   |   | $ | 599,479 |   |   |
| Costs and  expenses:                                     |       |                                                                           |       |                                                     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of goods sold                                       |       |                                                                           | 760,784    |                                                     |       |   | 388,829 |   |   |   | 208,420 |   |   |   | 508,254 |   |   |   | 477,870 |   |   |   | 494,330 |   |   |
| Selling and general                                      |       |                                                                           | 85,802     |                                                     |       |   | 49,649 |   |   |   | 26,153 |   |   |   | 63,593 |   |   |   | 59,230 |   |   |   | 54,475 |   |   |
| Depreciation and  amortization(2)                        |       |                                                                           | 21,015     |                                                     |       |   | 10,639 |   |   |   | 6,276 |   |   |   | 13,968 |   |   |   | 17,555 |   |   |   | 16,569 |   |   |
|                                                     |       |                                                                           | 867,601    |                                                     |       |   | 449,117 |   |   |   | 240,849 |   |   |   | 585,815 |   |   |   | 554,655 |   |   |   | 565,374 |   |   |
| Earnings from operations                                 |       |                                                                           | 97,226     |                                                     |       |   | 34,571 |   |   |   | 19,766 |   |   |   | 53,334 |   |   |   | 38,462 |   |   |   | 34,105 |   |   |
| Interest expense                                         |       |                                                                           | (24,948    | )                                                        |       |   | (12,983 | ) |   |   | (9,294 | ) |   |   | (23,034 | ) |   |   | (25,727 | ) |   |   | (26,376 | ) |   |
| Interest income                                          |       |                                                                           | 785        |                                                     |       |   | 324 |   |   |   | 168 |   |   |   | 286 |   |   |   | 469 |   |   |   | 506 |   |   |
| Other (expense) income                                   |       |                                                                           | (5,037     | )                                                        |       |   | (48 | ) |   |   | 506 |   |   |   | 703 |   |   |   | (2,953 | ) |   |   | 763 |   |   |
| Earnings before income taxes                             |       |                                                                           | 68,026     |                                                     |       |   | 21,864 |   |   |   | 11,146 |   |   |   | 31,289 |   |   |   | 10,251 |   |   |   | 8,998 |   |   |
| Provision for income taxes                               |       |                                                                           | 24,232     |                                                     |       |   | 7,108 |   |   |   | 4,254 |   |   |   | 11,432 |   |   |   | 5,521 |   |   |   | 5,671 |   |   |
| Net earnings                                             |       |                                                                           | $          | 43,794                                                   |       |   |   | $ | 14,756 |   |   |   | $ | 6,892 |   |   |   | $ | 19,857 |   |   |   | $ | 4,730 |   |   |   | $ | 3,327 |   |   |
| **Other  Data:**                                         |       |                                                                           |       |                                                     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Capital expenditures                                     |       |                                                                           | $          | 11,138                                                   |       |   |   | $ | 5,129 |   |   |   | $ | 4,944 |   |   |   | $ | 8,263 |   |   |   | $ | 8,321 |   |   |   | $ | 9,706 |   |   |
| Ratio of earnings to fixed  charges(1)                   |       |                                                                           | 3.38       | x                                                        |       |   | 2.48 | x |   |   | 2.08 | x |   |   | 2.24 | x |   |   | 1.37 | x |   |   | 1.32 | x |   |
| **Balance Sheet Data (end of  period):**                 |       |                                                                           |       |                                                     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Working capital                                          |       |                                                                           | $          | 141,307                                                  |       |   |   | $ | 116,796 |   |   |   |   |   |   |   | $ | 90,480 |   |   |   | $ | 70,049 |   |   |   | $ | 79,314 |   |   |
| Total assets                                             |       |                                                                           | 687,041    |                                                     |       |   | 608,829 |   |   |   |   |   |   |   | 416,440 |   |   |   | 384,251 |   |   |   | 413,059 |   |   |
| Total long-term debt, including current  maturities |       |                                                                           | 284,371    |                                                     |       |   | 239,294 |   |   |   |   |   |   |   | 196,972 |   |   |   | 207,724 |   |   |   | 235,528 |   |   |
| Total  shareholders’ equity                         |       |                                                                           | 147,163    |                                                     |       |   | 169,950 |   |   |   |   |   |   |   | 86,219 |   |   |   | 61,494 |   |   |   | 63,781 |   |   |

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(1)    Earningsused in computing the ratio of earnings to fixed charges consist of earningsbefore income taxes plus fixed charges. Fixed charges consist of interestexpense, including amortization of debt issuance costs and the estimatedinterest component of rent expense.

(2)    Weadopted SFAS No. 142, “Goodwill and Other Intangibles,” effectiveDecember 29, 2001. Under SFAS No. 142, goodwill and indefinite livedassets are no longer amortized. Accordingly, there is no goodwill amortizationincluded in the five months ended May 23, 2003, the seven months endedDecember 26, 2003 and the year ended December 27, 2002.

(3)    On June 12, 2003, CVCEP and its affiliatesacquired from our former stockholders and cetain members of our management 54%of our common stock. As described in “Important Transactions—2003 StockTransaction”, this resulted in the application of the purchase method ofaccounting. Our stockholders’ equity increased by $52.4 million and theearnings for the seven months ended December 26, 2003, reflect certaincosts and expenses related to our accounting for this transaction.

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**Item7.**                        Management’sDiscussion and Analysis of Financial Condition and Results of Operations

The following discussionshould be read in conjunction with “Selected Historical Consolidated FinancialData” and our consolidated financial statements and the accompanying notesthereto included elsewhere herein.

**Overview**

Euramax is aninternational producer of value-added aluminum, steel, vinyl and fiberglassfabricated products, with facilities strategically located in all major regionsof the U.S., as well as the U.K., The Netherlands and France. Our manufacturingand distribution network consists of 42 strategically located facilities, of which36 are located in the U.S. and six are located in Europe. We sell our productsprincipally to two markets, the building and construction market and thetransportation market. Our core products include specialty coated coils,aluminum RV sidewalls, RV doors, farm and agricultural panels, roofingaccessories, metal and vinyl raincarrying systems, soffit and fascia systems,and vinyl replacement windows. In addition, we sell an extensive line of accessory products,including roofing and siding hardware, trim parts and roof drainageaccessories. Our customers include original equipment manufacturers, orOEMs, such as RV manufacturers, commercial panel manufacturers andtransportation industry manufacturers; rural contractors; home centers; homeimprovement contractors; distributors; industrial and architecturalcontractors; and manufactured housing producers.

Our results of operationsfor the year ended December 26, 2003 have been separated into thepredecessor period and successor period as a result of the application ofpurchase accounting in connection with the 2003 Stock Transaction described inNote 3 to our consolidated financial statements. The discussion of the resultsof operations below combines the predecessor five months ended May 23,2003 and the successor seven months ended December 26, 2003 for comparisonto the successor year ended December 31, 2004 and the predecessor yearended December 27, 2002, for purposes of discussing net sales and cost ofgoods sold. All other items are separated into the predecessor and successorperiods for discussion purposes.

In connection with the2003 Stock Transaction and subsequent issuance of senior subordinated notes(see Note 3 to our consolidated financial statements), U.S. generally acceptedaccounting principles required that the purchase price paid in excess of thebook value of our equity acquired be allocated to our assets and liabilitiesbased upon estimates of their fair values. This application of purchaseaccounting resulted in increasing the value of inventory at the time of the2003 Stock Transaction by $4.0 million. This inventory was sold in June 2003and accordingly $4.0 million was recorded as cost of goods sold. This amountdoes not reflect costs incurred or amounts paid by us to prepare inventory forsale and accordingly had no affect on our cash flows from operations.

**Strategy**

A discussion of theCompany’s business strategy is located in Item 1 “Business—Business Strategy.”

While the Company’sstrategy includes identifying and acquiring businesses and assets that wouldenable it to offer complementary products and/or expand geographic coverage,there can be no assurance that additional acquisitions will be completed orthat, if completed, such acquisitions would improve the overall profitabilityof the Company (see “Business—Risk Factors—Acquisition Strategy”).

**Risk Management**

We are exposed to marketrisk from changes in interest rates, exchange rates (primarily the Euro andBritish Pound) and commodity prices. From time to time, we enter into contractsfor the purchase of aluminum and steel at market values in an attempt to assurea margin on specific customer orders. We do not engage in hedging activitiesintended to manage long-term risks relating to movements in market prices ofsteel and aluminum raw materials, as changes in the market price can generallybe passed on to 

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customers.Additionally, as part of a risk-management strategy to reduce the impact ofexchange rate fluctuations and/or interest rate fluctuations, we havehistorically entered into currency agreements and interest rate agreements withmajor banking institutions. See “Quantitative and Qualitative Disclosures AboutMarket Risk”.

Approximately 58% and 25% of our 2004 net sales werederived from sales of aluminum and steel products, respectively. Both of theseraw materials are subject to a high degree of volatility caused by, among otheritems, the relationship of world supply to world demand, the relationship ofthe U.S. Dollar to other currencies and the imposition of import and exporttariffs. Historically, prices at which we sell aluminum and steel products tendto fluctuate with corresponding changes in the prices paid to suppliers forthese raw materials. Supplier price increases and decreases are typically, butnot always, due to competition and the market for alternative products, passedon to customers. Accordingly, our net sales and margins on aluminum and steelproducts may fluctuate with little or no change in the volume of shipments.

To assure continuity ofsupply, the Company negotiates contracts for minimum annual purchases ofaluminum from several suppliers. Commitments for minimum annual purchases aretypically at a market price. At December 31, 2004, the quantity of suchminimum purchase commitments was approximately 150 million pounds fordelivery in 2005 and 50 million pounds for delivery in each of 2006 and 2007.In addition, to ensure a margin on specific customer orders, the Company maycommit to purchase aluminum ingot or coil at a fixed market price for futuredelivery. At December 31, 2004, such fixed price purchase commitments wereapproximately $60.6 million. All of the Company’s fixed price aluminum purchasecommitments expire in 2005.

**Results of Operations**

Thefollowing table sets forth the Company’s Statements of Earnings Data expressedas a percentage of net sales:
| ** **                      | ** ** | **Year ended  December 31,  2004** | ** ** | **Seven months  ended  December 26,  2003(1)** | ** ** | **Five months  ended  May 23,  2003** | ** ** | **Year ended  December 27,  2002** | ** ** |
|---------------------------------|------------|----------------------------------------------|------------|----------------------------------------------------------|------------|-------------------------------------------------|------------|----------------------------------------------|------------|
| **Statement of Earnings Data:** |       |                                         | 100.0      | %                                                        |       |                                            | 100.0      | %                                            |       |   | 100.0 | % |   |   | 100.0 | % |   |
| Net sales                       |       |                                         |       |                                                     |       |                                            |       |                                         |       |   |   |   |   |   |   |   |   |
| Costs and expenses:             |       |                                         |       |                                                     |       |                                            |       |                                         |       |   |   |   |   |   |   |   |   |
| Cost of goods sold              |       |                                         | 78.9       | %                                                        |       |                                            | 80.4       | %                                            |       |   | 80.0 | % |   |   | 79.5 | % |   |
| Selling and general             |       |                                         | 8.9        | %                                                        |       |                                            | 10.3       | %                                            |       |   | 10.0 | % |   |   | 9.9 | % |   |
| Depreciation and  amortization  |       |                                         | 2.2        | %                                                        |       |                                            | 2.2        | %                                            |       |   | 2.4 | % |   |   | 2.2 | % |   |
| Earnings from operations        |       |                                         | 10.1       | %                                                        |       |                                            | 7.1        | %                                            |       |   | 7.6 | % |   |   | 8.3 | % |   |
| Interest expense, net           |       |                                         | 2.5        | %                                                        |       |                                            | 2.6        | %                                            |       |   | 3.5 | % |   |   | 3.6 | % |   |
| Other (income) expense,  net    |       |                                         | 0.5        | %                                                        |       |                                            | 0.0        | %                                            |       |   | (0.2 | )% |   |   | (0.1 | )% |   |
| Earnings before income  taxes   |       |                                         | 7.1        | %                                                        |       |                                            | 4.5        | %                                            |       |   | 4.3 | % |   |   | 4.9 | % |   |
| Provision for income  taxes     |       |                                         | 2.5        | %                                                        |       |                                            | 1.5        | %                                            |       |   | 1.6 | % |   |   | 1.8 | % |   |
| Net earnings                    |       |                                         | 4.5        | %                                                        |       |                                            | 3.1        | %                                            |       |   | 2.6 | % |   |   | 3.1 | % |   |

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(1)          In connection with the2003 Stock Transaction (see Note 3 to the consolidated financial statements)and subsequent issuance of senior subordinated notes, U.S. generally accepted accountingprinciples required that the purchase price paid in excess of the book value ofthe equity acquired by allocated to the assets and liabilities of the Companybased upon their fair values. This application of purchase accounting resultedin increasing the value of inventory at the time of the 2003 Stock Transactionby $4.0 million. This inventory was sold in June 2003 and accordingly $4.0million was recorded as cost of goods sold. This amount does not reflect costsincurred or amounts paid by the Company to prepare inventory for sale andaccordingly had no affect on the cash flows from operations of the Company.

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**Yearended December 31, 2004 compared to the five months ended May 23, 2003and seven months ended December 26, 2003.  **Thefollowing table sets forth the net sales and earnings from operations data bysegment for the year ended December 31, 2004, the five months ended May 23,2003 and the seven months ended December 26, 2003.
| ** **                            | ** ** | **Net Sales**                       | ** ** | **Earnings from Operations**                | ** ** |
|---------------------------------------|------------|------------------------------------------|------------|-------------------------------------------------------|------------|
| ** **                            | ** ** | **Year  ended  December 31,  2004** | ** ** | **Seven months  ended  December 26,  2003** | ** ** | **Five months  ended  May 23,  2003** | ** ** | **Year  ended  December 31,  2004** | ** ** | **Seven months  ended  December 26,  2003(1)** | ** ** | **Five months  ended  May 23,  2003** | ** ** |
| ** **                            | ** ** | **In  thousands**                        | ** ** |
| U.S. Fabrication  Roof Drainage  |       |                                     | $          | 258,685                                               |       |   |   | $ | 125,507 |   |   |   | $ | 53,464 |   |   |   | $ | 28,794 |   |   |   | $ | 15,423 |   |   |   | $ | 4,669 |   |   |
| U.S. Fabrication  Building Materials  |       |                                     | 390,222    |                                                  |       |   | 200,427 |   |   |   | 107,586 |   |   |   | 27,368 |   |   |   | 7,054 |   |   |   | 3,988 |   |   |
| European Roll  Coating                |       |                                     | 193,294    |                                                  |       |   | 96,046 |   |   |   | 59,653 |   |   |   | 27,781 |   |   |   | 8,518 |   |   |   | 7,577 |   |   |
| European  Fabrication                 |       |                                     | 122,626    |                                                  |       |   | 61,708 |   |   |   | 39,912 |   |   |   | 13,283 |   |   |   | 3,576 |   |   |   | 3,532 |   |   |
| Total                                 |       |                                     | $          | 964,827                                               |       |   |   | $ | 483,688 |   |   |   | $ | 260,615 |   |   |   | $ | 97,226 |   |   |   | $ | 34,571 |   |   |   | $ | 19,766 |   |   |

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(1)   Inconnection with the 2003 Stock Transaction (see Note 3 to the consolidatedfinancial statements) and subsequent issuance of senior subordinated notes, U.S.generally accepted accounting principles required that the purchase price paidin excess of the book value of the equity acquired by allocated to the assetsand liabilities of the Company based upon their fair values. This applicationof purchase accounting resulted in increasing the value of inventory at thetime of the 2003 Stock Transaction by $4.0 million. This inventory was sold in June 2003and accordingly $4.0 million was recorded as cost of goods sold. This amountdoes not reflect costs incurred or amounts paid by the Company to prepareinventory for sale and accordingly had no affect on the cash flows fromoperations of the Company.

*Net Sales.  *For the yearended December 31, 2004, net sales were $964.8 million compared to $744.3million for the year ended December 26, 2003, an increase of $220.5million or 29.6%. Net sales in the U.S. increased 33.3% to $648.9 million forthe year ended December 31, 2004, from $487.0 million for the year ended December 26,2003. This increase in net sales in the U.S. includes an increase in net salesin the U.S. Fabrication Roof Drainage segment of $79.7 million or 44.5%, and anincrease in net sales in the U.S. Fabrication Building Materials segment of$82.2 million or 26.7%. Sales in the U.S. Fabrication Roof Drainage segmentincreased primarily due to the acquisition of Berger Holdings on November 26,2003, together with higher sales volumes of raincarrying products to homecenters and home improvement contractors, and higher selling prices resultingfrom rising aluminum and steel costs. Sales in the U.S. Fabrication BuildingMaterials segment increased primarily from higher sales volumes of fabricatedaluminum and steel roofing and siding to rural contactors, industrial andarchitectural customers and home centers, higher sales volumes of aluminumdoors, exterior walls and roofing panels to U.S. RV manufacturers, higher salesvolumes of painted aluminum coil to external customers from our Helena,Arkansas paintline, higher sales volumes of patio awning products to homeimprovement contractors and higher sales volumes of fabricated steel siding andaccessory parts to manufactured housing producers. In addition, higher selling priceson products manufactured from aluminum and steel contributed to the increase innet sales.

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Net sales in Europeincreased 22.8% to $315.9 million for the year ended December 31, 2004,from $257.3 million for the year ended December 26, 2003. This increase inEuropean net sales includes an increase in net sales in the European RollCoating segment of $37.6 million or 24.1%, and an increase in net sales in theEuropean Fabrication segment of $21.0 million or 20.7%. Approximately $18.4million and $12.1 million of the increase in the European Roll Coating segmentand the European Fabrication segment, respectively, were a result of thestrengthening of the Euro and British Pound against the U.S. Dollar. Thebalance of the increase in the European Roll Coating segment primarily resultedfrom higher sales volumes of painted aluminum and steel coil to European OEMs,including RV and commercial panel manufacturers. The balance of the increase inthe European Fabrication segment primarily resulted from higher sales volumesto the European transportation industry, together with higher sales volumes offabricated doors and windows to European RV manufacturers and higher salesvolumes of residential doors to U.K. home centers.

*Cost of goods sold.  *Costof goods sold, as a percentage of net sales, were 79.8% for the year ended December 31,2004, compared to 80.2% for the year ended December 26, 2003. The decreaseas a percentage of net sales is primarily attributable to the $4.0 millionincrease in inventories resulting from the application of the purchase methodof accounting to the 2003 Stock Transaction (see Note 3 to our consolidatedfinancial statements). The $4.0 million increase was recognized in cost ofgoods sold in June 2003. Higher U.S. aluminum and steel costs, togetherwith higher freight costs, have largely been offset by higher selling prices onproducts manufactured from aluminum and steel, together with higher salesvolumes in each of our four reporting segments.

*Selling and general.  *Sellingand general expenses, as a percentage of net sales, were 8.9%, 10.0% and 10.3%for the year ended December 31, 2004, the five months ended May 23,2003 and the seven months ended December 26, 2003, respectively. Sellingand general expenses increased to $85.8 million in the year ended December 31,2004, from $26.2 million in the five months ended May 23, 2003 and $49.6million in the seven months ended December 26, 2003. The increase for theyear ended December 31, 2004, resulted primarily from the acquisition ofBerger Holdings in November 2003, together with higher selling expensesdue to the increase in sales volume, higher employee compensation expense,higher cost of employee benefits, and higher information technology costs.These items were partially offset by lower product warranty costs.Additionally, a stronger Euro and British Pound against the U.S. Dollar in theyear ended December 31, 2004, used in converting local currency into U.S.Dollars, resulted in higher selling and general expense in the year ended December 31,2004. The seven months ended December 26, 2003 include $1.4 million incompensation expense resulting from bonus payments associated with the 2003Stock Transaction. The year ended December 31, 2004 and the seven monthsended December 26, 2003 include advisory fees payable to CVC ManagementLLC of $1.2 million and $0.8 million, respectively. Prior to the 2003 StockTransaction and the establishment of the advisory agreement with CVC ManagementLLC, there were no advisory fees paid to CVC Management LLC. The year ended December 31,2004 and the seven months ended December 26, 2003 include amortization ofrestricted stock awards of $0.8 million and $0.4 million, respectively. Therestricted stock awards were issued in June 2003 at the time of the 2003Stock Transaction. Long-term incentive plan expenses were $0.5 million and $2.6million for the five months ended May 23, 2003 and the seven months ended December 26,2003, respectively. No expense was recorded under the long-term incentive planin 2004, as 2003 was the final year of the plan.

*Depreciation and Amortization.  *Depreciationand amortization expense was $21.0 million for the year ended December 31,2004, compared to $6.3 million and $10.6 million for the five months ended May 23,2003 and the seven months ended December 26, 2003, respectively. Theincrease in depreciation and amortization expense is primarily related to theacquisition of Berger Holdings in November 2003, together withamortization of customer relationships that were recorded at the time theCompany finalized its estimates of the fair market values of identifiableassets in connection with the 2003 Stock Transaction. Partially offsettingthese items was lower depreciation expense resulting from changes in the usefullives of machinery and equipment.

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*Earnings from operations.  *Earningsfrom operations were $97.2 million for the year ended December 31, 2004,compared to $19.8 million for the five months ended May 23, 2003 and $34.6million for the seven months ended December 26, 2003. In the seven monthsended December 26, 2003, earnings from operations reflect $4.0 millioncharged to expense resulting from the application of the purchase method ofaccounting to the 2003 Stock Transaction.

Earnings from operationsin the U.S. Fabrication Roof Drainage segment were $28.8 million for the yearended December 31, 2004, compared to $4.7 million for the five monthsended May 23, 2003 and $15.4 million for the seven months ended December 26,2003. Operating margins were 11.1% for the year ended December 31, 2004,compared to 8.7% for the five months ended May 23, 2003 and 12.3% for theseven months ended December 26, 2003. Earnings from operations in the U.S.Fabrication Roof Drainage segment include $1.0 million of the $4.0 millionincrease in inventories charged to expense in June 2003 resulting from theapplication of the purchase method of accounting to the 2003 Stock Transaction.Lower operating margins in the year ended December 31, 2004 primarilyresulted from higher depreciation and amortization expense, higher freightexpense, and lower operating margins on aluminum and steel products. Loweroperating margins on aluminum and steel products primarily resulted from higheraluminum and steel costs, partially offset by higher selling prices on productsmanufactured from aluminum and steel. Berger Holdings’ full year results areincluded in the year ended December 31, 2004, compared to one monthsresults in the seven months ended December 26, 2003.

Earnings from operationsin the U.S. Fabrication Building Materials segment were $27.4 million for theyear ended December 31, 2004, compared to $4.0 million for the five monthsended May 23, 2003 and $7.1 million for the seven months ended December 26,2003. Operating margins were 7.0% for the year ended December 31, 2004,compared to 3.7% for the five months ended May 23, 2003 and 3.5% for theseven months ended December 26, 2003. Earnings from operations in the U.S.Fabrication Building Materials segment in the seven months ended December 26,2003, include $1.7 million of the $4.0 million increase in inventories chargedto expense in June 2003 resulting from applying the purchase method ofaccounting to the 2003 Stock Transaction. Higher sales volumes in the yearended December 31, 2004, partially offset by higher depreciation andamortization expense and lower operating margins on aluminum products, resultedin higher operating margins. Lower operating margins on aluminum productsprimarily resulted from higher aluminum costs, partially offset by higher sellingprices on products manufactured from aluminum.

Earnings from operationsin the European Roll Coating segment were $27.8 million for the year ended December 31,2004, compared to $7.6 million for the five months ended May 23, 2003 and$8.5 million for the seven months ended December 26, 2003. Operatingmargins were 14.4% for the year ended December 31, 2004, compared to 12.7%for the five months ended May 23, 2003 and 8.9% for the seven months endedDecember 26, 2003. Earnings from operations in the European Roll Coatingsegment in the seven months ended September 26, 2003 include $0.9 millionof the $4.0 million increase in inventories charged to expense in June 2003resulting from applying the purchase method of accounting to the 2003 StockTransaction. Higher sales volumes in the year ended December 31, 2004,together with operational improvements at our Corby, England paintline andlower depreciation and amortization expense, resulted in higher operating margins.The strengthening of the Euro and British Pound against the U.S. Dollarincreased the European Roll Coating segment’s earnings from operations by $2.8million.

Earnings from operationsin the European Fabrication segment were $13.3 million for the year ended December 31,2004, compared to $3.5 million for the five months ended May 23, 2003 and$3.6 million for the seven months ended December 26, 2003. Operatingmargins were 10.8% for the year ended December 31, 2004, compared to 8.8%for the five months ended May 23, 2003 and 5.8% for the seven months endedDecember 26, 2003. Earnings from operations in the European Fabricationsegment in the seven months ended December 26, 2003, include $0.4 millionof the $4.0 million increase in inventories charged to expense in June 2003resulting from applying the purchase method of accounting to the 2003 StockTransaction. Higher sales volumes in the year ended December 31, 2004,together with a more profitable product mix and lower depreciation and amortizationexpense, resulted in higher operating 

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margins.The strengthening of the Euro and British Pound against the U.S. Dollarincreased the European Fabrication segment’s earnings from operations by $1.4million.

*Interest expense, net.  *Netinterest expense was $24.2 million, $9.1 million and $12.7 million for the yearended December 31, 2004, the five months ended May 23, 2003 and theseven months ended December 31, 2003, respectively. The increase in netinterest expense is primarily a result of a higher outstanding average debtbalance during the year ended December 31, 2004 that was primarilyincurred in connection with the repurchase of shares of Euramax common stockand the Berger Holdings acquisition. On August 6, 2003, we issued $200.0million 8.50% senior subordinated notes. The proceeds from this issuance wereused to purchase our outstanding $135.0 million 11.25% senior subordinatednotes. The average outstanding balance under our senior secured credit facilitywas $85.1 million at an average interest rate of 5.5% for the year ended December 31,2004, compared to $55.9 million at an average interest rate of 4.8% for theyear ended December 26, 2003.

*Other income (expense), net.  *Otherincome (expense), net was $(5.0) million, $0.5 million and $(0.1) million forthe year ended December 31, 2004, the five months ended May 23, 2003and the seven months ended December 26, 2003, respectively. The year endedDecember 31, 2004 includes a gain on the sale of non-core assets from ouroperation in France of $0.5 million. The seven months ended December 26,2003 include expense of $1.5 million resulting from the premium paid topurchase a portion of our 11.25% senior subordinated notes in August 2003.The remaining other income (expense), net in both periods primarily resultedfrom foreign exchange gains and losses on unhedged assets and liabilitiesremeasured into the local currency.

*Provision for income taxes.  *Theeffective rate for the provision for income taxes was 35.6% for the year ended December 31,2004, compared to 38.2% for the five months ended May 23, 2003 and 32.5%for the seven months ended December 26, 2003. The change in the effectivetax rate from 2003 to 2004 is primarily due to a higher proportion of earningstaxed at rates different than the U.S. Federal statutory rate.

**Fivemonths ended May 23, 2003 and seven months ended December 26, 2003compared to year ended December 27, 2002.  **Thefollowing table sets forth the net sales and earnings from operations data bysegment for the five months ended May 23, 2003, the seven months ended December 26,2003, and the year ended December 27, 2002.
| ** **                           | ** ** | **Net Sales**    | ** ** | **Earnings from Operations** | ** ** |
|--------------------------------------|------------|-----------------------|------------|----------------------------------------|------------|
| ** **                           | ** ** | **Seven months** | ** ** | **Five months**                   | ** ** | **Year** | ** ** | **Seven months** | ** ** | **Five months** | ** ** | **Year** | ** ** |
| ** **                           | ** ** | **ended**             | ** ** | **ended**                              | ** ** | **ended** | ** ** | **ended** | ** ** | **ended** | ** ** | **ended** | ** ** |
| ** **                           | ** ** | **December 26,** | ** ** | **May 23,**                       | ** ** | **December 27,** | ** ** | **December 26,** | ** ** | **May 23,** | ** ** | **December 27,** | ** ** |
| ** **                           | ** ** | ** **            | ** ** | **2003**                               | ** ** | **2003** | ** ** | **2002** | ** ** | **2003(1)** | ** ** | **2003** | ** ** | **2002** | ** ** |
| ** **                           | ** ** | ** **            | ** ** | **In thousands**                  |
| U.S. Fabrication  Roof Drainage      |       |                  | $          | 125,507                                |       |   |   | $ | 53,464 |   |   |   | $ | 150,730 |   |   |   | $ | 15,423 |   |   |   | $ | 4,669 |   |   |   | $ | 18,133 |   |   |
| U.S. Fabrication  Building Materials |       |                  | 200,427    |                                   |       |   | 107,586 |   |   |   | 290,171 |   |   |   | 7,054 |   |   |   | 3,988 |   |   |   | 18,565 |   |   |
| European Roll  Coating               |       |                  | 96,046     |                                   |       |   | 59,653 |   |   |   | 128,543 |   |   |   | 8,518 |   |   |   | 7,577 |   |   |   | 11,229 |   |   |
| European  Fabrication                |       |                  | 61,708     |                                   |       |   | 39,912 |   |   |   | 69,705 |   |   |   | 3,576 |   |   |   | 3,532 |   |   |   | 5,407 |   |   |
| Total                                |       |                  | $          | 483,688                                |       |   |   | $ | 260,615 |   |   |   | $ | 639,149 |   |   |   | $ | 34,571 |   |   |   | $ | 19,766 |   |   |   | $ | 53,334 |   |   |

 

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(1)          Inconnection with the 2003 Stock Transaction (see Note 3 to the consolidatedfinancial statements) and subsequent issuance of senior subordinated notes, U.S.generally accepted accounting principles required that the purchase price paidin excess of the book value of the equity acquired by allocated to the assetsand liabilities of the Company based upon their fair values. This applicationof purchase accounting resulted in increasing the value of inventory at thetime of the 2003 Stock Transaction by $4.0 million. This inventory was sold in June 2003and accordingly $4.0 million was recorded as cost of goods sold. This amountdoes not reflect costs incurred or amounts paid by the Company to prepareinventory for sale and accordingly had no affect on the cash flows fromoperations of the Company.

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*Net Sales.  *For the yearended December 26, 2003, net sales were $744.3 million compared to $639.1million for the year ended December 27, 2002, an increase of $105.2million or 16.5%. Net sales in the U.S. increased 10.5% to $487.0 million forthe year ended December 26, 2003, from $440.9 million for the year ended December 27,2002. This increase in net sales in the U.S. includes an increase in net salesin the U.S. Fabrication Roof Drainage segment of $28.2 million or 18.7%, and anincrease in net sales in the U.S. Fabrication Building Materials segment of$17.8 million or 6.1%. Sales in the U.S. Fabrication Roof Drainage segmentincreased primarily on higher sales of raincarrying products and accessories tohome centers and distributors, together with the acquisition of Berger Holdingson November 25, 2003. Sales in the U.S. Fabrication Building Materialssegment increased primarily from higher sales of aluminum and steel roofing andsiding to industrial and architectural contractors and rural contractors, togetherwith higher sales volumes of patio awning products and vinyl windows to homeimprovement contractors. Partially offsetting these increases were lower salesto RV manufacturers.

Net sales in Europe increased 29.8% to $257.3 millionfor the year ended December 26, 2003, from $198.2 million for the yearended December 27, 2002. This increase in European net sales includes anincrease in net sales in the European Roll Coating segment of $27.2 million or21.1%, and an increase in net sales in the European Fabrication segment of$31.9 million or 45.8%. Approximately $21.6 million and $12.7 million of theincrease in the European Roll Coating segment and the European Fabricationsegment, respectively, were a result of the strengthening of the Euro andBritish Pound against the U.S. Dollar. The balance of the increase in theEuropean Roll Coating segment primarily resulted from higher sales volumes ofpainted aluminum and steel coil to European OEMs, including RV and commercialpanel manufacturers, together with higher sales volumes of fabricated doors andwindows to European RV manufacturers and higher sales volumes of residentialdoors to U.K. home centers.

*Cost of goods sold.  *Cost ofgoods sold, as a percentage of net sales, were 80.2% for the year ended December 26,2003, compared to 79.5% for the year ended December 27, 2002. Thisincrease as a percentage of net sales is primarily attributable to the $4.0million increase in inventories resulting from the application of the purchasemethod of accounting to the 2003 Stock Transaction (see Note 3 to ourconsolidated financial statements). The $4.0 million increase was recognized incost of goods sold in June 2003. The remaining increase is largelyattributable to higher U.S. aluminum costs, partially offset by higher sellingprices in the U.S. on products manufactured from aluminum, lower operatingmargins in the U.S. Fabrication Building Materials segment resulting from lowersales volume to U.S. RV manufacturers, in addition to higher labor and utilitycosts. Higher labor costs resulted primarily from new product and productexpansion initiatives undertaken over the past twelve months. Partiallyoffsetting these items were higher operating margins in the European RollCoating segment resulting from a more profitable product mix, together withefficiency gains at our Corby, England paintline and higher sales volumes inthe U.S. Roof Drainage, European Roll Coating and European Fabricationsegments.

*Selling and general.  *Sellingand general expenses were $26.2 million, $49.6 million and $63.6 million forthe five months ended May 23, 2003, the seven months ended December 26,2003 and the year ended December 27, 2002, respectively. Selling andgeneral expenses, as a percentage of net sales, were 10.0%, 10.3% and 9.9% forthe five months ended May 23, 2003, the seven months ended December 26,2003 and the year ended December 27, 2002, respectively. The increase inselling and general expenses in 2003 resulted primarily from higher sellingexpenses due to the increase in sales volume, higher employee compensationexpense, higher cost of employee benefits, higher product warranty costs andhigher legal and professional expense. Additionally, a stronger Euro andBritish Pound against the U.S. Dollar in 2003, used in converting localcurrency into U.S. Dollars, resulted in higher selling and general expense in2003.The seven months ended December 26, 2003 include $1.4 million incompensation expense resulting from bonus payments associated with the 2003Stock Transaction, together with advisory fees of $0.8 million payable to CVCManagement LLC and amortization of restricted stock awards of $0.4 million.Long-term incentive plan expenses were $0.5 million, $2.6 million and $2.2million for the five months ended May 23, 2003, the seven months ended December 26,2003 and the year ended December 27, 2002.

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*Depreciation and Amortization.  *Depreciationand amortization expense was $6.3 million and $10.6 million for the five monthsended May 23, 2003 and the seven months ended December 26, 2003,respectively, compared to $14.0 million for the year ended December 27,2002. Depreciation and amortization expense in 2003 reflect additional expenseresulting from the strengthening of the Euro and British Pound against the U.S.Dollar. Depreciation and amortization expense in the seven months ended December 26,2003, reflect additional expense resulting from the step-up in basis of ourproperty, plant and equipment and intangible assets associated with the 2003Stock Transaction. As a result of the step-up in basis of our property, plantand equipment and intangible assets associated with the 2003 Stock Transaction,an additional $0.8 million of depreciation and amortization expense wasrecognized in the seven months ended December 26, 2003.

*Earnings from operations.  *Earningsfrom operations were $19.8 million and $34.6 million for the five months ended May 23,2003 and the seven months ended December 26, 2003, respectively, comparedto $53.3 million for the year ended December 27, 2002. In the seven monthsended December 26, 2003, earnings from operations reflect $4.0 millioncharged to expense resulting from the application of the purchase method ofaccounting to the 2003 Stock Transaction.

Earnings from operations in the U.S. Fabrication RoofDrainage segment were $4.7 million for the five months ended May 23, 2003and $15.4 million for the seven months ended December 26, 2003, comparedto $18.1 million for the year ended December 27, 2002. Operating marginswere 8.7% for the five months ended May 23, 2003 and 12.3% for the sevenmonths ended December 26, 2003, compared to 12.0% for the year ended December 27,2002. Earnings from operations in the U.S. Fabrication Roof Drainage segmentinclude $1.0 million of the $4.0 million increase in inventories charged toexpense in June 2003 resulting from the application of the purchase methodof accounting to the 2003 Stock Transaction. The impact on operating margins ofhigher aluminum costs were largely offset by higher selling prices on productsmanufactured from aluminum, together with higher sales volumes.

Earnings from operations in the U.S. Fabrication BuildingMaterials segment were $4.0 million for the five months ended May 23, 2003and $7.1 million for the seven months ended December 26, 2003, compared to$18.6 million for the year ended December 27, 2002. Operating margins were3.7% for the five months ended May 23, 2003 and 3.5% for the seven monthsended December 26, 2003, compared to 6.4% for the year ended December 27,2002. Earnings from operations in the U.S. Fabrication Building Materialssegment in the seven months ended December 26, 2003, include $1.7 millionof the $4.0 million increase in inventories charged to expense in June 2003resulting from applying the purchase method of accounting to the 2003 Stock Transaction.Additionally, higher steel costs, partially offset by higher selling prices onproducts manufactured from steel, together with lower sales volumes to RVmanufacturers resulted in lower operating margins in 2003.

Earnings from operations in the European Roll Coatingsegment were $7.6 million for the five months ended May 23, 2003 and $8.5million for the seven months ended December 26, 2003, compared to $11.2million for the year ended December 27, 2002. Operating margins were 12.7%for the five months ended May 23, 2003 and 8.9% for the seven months endedDecember 26, 2003, compared to 8.7% for the year ended December 27,2002. Earnings from operations in the European Roll Coating segment in theseven months ended December 26, 2003, include $0.9 million of the $4.0million increase in inventories charged to expense in June 2003 resultingfrom applying the purchase method of accounting to the 2003 Stock Transaction.Higher sales volumes in 2003, together with operational improvements at ourCorby, England paintline and a more profitable profit mix resulted in higheroperating margins in 2003. The strengthening of the Euro and British Poundagainst the U.S. Dollar increased the European Roll Coating segment’s earningsfrom operations by $1.4 million and $1.5 million in the five months ended May 23,2003 and the seven months ended December 26, 2003, respectively.

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Earnings from operations in the European Fabricationsegment were $3.5 million for the five months ended May 23, 2003 and $3.6million for the seven months ended December 26, 2003, compared to $5.4million in the year ended December 27, 2002. Operating margins were 8.8%for the five months ended May 23, 2003 and 5.8% for the seven months endedDecember 26, 2003, compared to 7.8% for the year ended December 27,2002. Earnings from operations in the European Fabrication segment in the sevenmonths ended December 26, 2003, include $0.4 million of the $4.0 millionincrease in inventories charged to expense in June 2003 resulting fromapplying the purchase method of accounting to the 2003 Stock Transaction.Higher production costs resulting from new product and product expansioninitiatives, together with a less profitable product mix, resulted in loweroperating margins in 2003. The strengthening of the Euro and British Poundagainst the U.S. Dollar increased the European Fabrication segment’s earningsfrom operations by $0.5 million in the five months ended May 23, 2003 andthe seven months ended December 26, 2003.

*Interest expense, net.  *Netinterest expense was $9.1 million, $12.7 million and $22.7 million for the fivemonths ended May 23, 2003, the seven months ended December 26, 2003,and the year ended December 27, 2002, respectively. On August 6,2003, we issued $200.0 million 8.5% senior subordinated notes. The proceedsfrom this issuance were used to purchase our outstanding $135.0 million 11.25%senior subordinated notes, of which $112.9 million were purchased on August 8,2003 and $22.1 million were purchased on October 1, 2003. The averageoutstanding balance under our senior secured credit facility for the fivemonths ended May 23, 2003, the seven months ended December 26, 2003and the year ended December 27, 2002, was $78.2 million, $40.2 million and$76.9 million, respectively. The decrease in the seven months ended December 26,2003, compared to the five months ended May 23, 2003 and the year ended December 27,2002, primarily resulted from the repayment of debt outstanding under ourrevolving credit facility out of proceeds from the issuance of $200.0 millionof senior subordinated notes. The average rate of interest on our seniorsecured credit facility for the five months ended May 23, 2003, the sevenmonths ended December 26, 2003, and the year ended December 27, 2002was 4.7%, 5.0% and 5.9%, respectively. In the seven months ended December 26,2003, we expensed $0.6 million of deferred finance fees as a result of thepurchase of our outstanding 11.25% senior subordinated notes.

*Other income (expense), net.  *Otherincome (expense), net was $0.5 million, $(0.1) million and $0.7 million for thefive months ended May 23, 2003, the seven months ended December 26,2003, and the year ended December 27, 2002, respectively. In the sevenmonths ended December 26, 2003, we recognized expense of $(1.5) million inaccordance with SFAS No. 145 on the premium paid to purchase $135.0million in principal amount of the 11.25% senior subordinated notes. Theremaining income (expense) in each respective period resulted primarily fromforeign exchange gains and losses on unhedged assets and liabilities remeasuredinto the local currency.

*Provision for income taxes.  *Theeffective tax rate for the provision for income taxes was 38.2%, 32.5% and36.5% for the five months ended May 23, 2003, the seven months ended December 26,2003 and the year ended December 27, 2002. The decrease in the effectivetax rate in the seven months ended December 26, 2003, compared to the fivemonths ended May 23, 2003 and the year ended December 27, 2002 isprimarily the result of a change in state tax consolidation reporting thatenabled us to utilize state net operating losses.

**Liquidity and Capital Resources**

*Liquidity.  *Our primaryliquidity needs arise from debt service on indebtedness incurred in connectionwith acquisitions and the funding of capital expenditures. Our liquiditysources at December 31, 2004 include $43.9 million in cash and cashequivalents and an undrawn amount of $59.9 million under our revolving creditfacility, subject to borrowing base limitations. At December 31, 2004, theentire $59.9 million was available. See Note 8 to our consolidatedfinancial statements for additional discussion about our senior secured creditfacility.

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On March 31, 2004, we purchased 55% of ouroutstanding common stock held by Court Square Capital Limited, or 93,324.34shares, for an aggregate purchase price of approximately $37.3 million. On April 30,2004, we purchased the remaining 45% of our outstanding common stock held byCourt Square Capital Limited, or 76,356.28 shares, for an aggregate repurchaseprice of $30.5 million. These purchases were funded with borrowings under ourrevolving credit facility.

In October 2004, the American Jobs Creation Act of2004 (the “Jobs Creation Act”) was signed into law. The Jobs Creation Actincludes a temporary incentive for U.S. multinationals to repatriate foreignearnings at an effective 5.25% tax rate. We are currently evaluating thedetails of the Jobs Creation Act, and have not decided whether, and to whatextent, we might repatriate foreign earnings under the Jobs Creation Act.However, it is reasonably possible that we will repatriate some amount offoreign earnings between $0 to $130 million during 2005, with therespective tax liability ranging from $0 to $6.8 million.

Our leveraged financial position requires that asubstantial portion of our cash flow from operations be used to pay interest onthe senior subordinated notes, principal and interest under our senior securedcredit facility and other indebtedness. Significant increases in the floatinginterest rates on borrowings under our senior secured credit facility wouldresult in increased debt service requirements, which may reduce the fundsavailable for capital expenditures and other operational needs. In addition,our leveraged position may impede our ability to obtain financing in the futurefor working capital, capital expenditures and general corporate purposes.Further, our leveraged position may make us more vulnerable to economicdownturns, may limit our ability to withstand competitive pressures, and maylimit our ability to comply with restrictive financial covenants required underour senior secured credit facility.

Our primary source of liquidity is funds generatedfrom operations, which are supplemented by borrowings under our senior securedcredit facility. Net cash provided by (used in) operating activities in theyear ended December 31, 2004 was $33.6 million, compared to $(12.0)million and $77.0 million in the five months ended May 23, 2003 and theseven months ended December 26, 2003, respectively, and $25.4 million inthe year ended December 27, 2002. In addition to cash generated fromearnings, key components of our cash flow from operations are changes in ourworking capital accounts. The year ended December 31, 2004 includes a useof cash resulting from an increase in accounts receivable and inventories of$4.4 million and $42.1 million, respectively. Partially offsetting this use ofcash was cash provided by an increase in accounts payable and other currentliabilities of $13.0 million. The five months ended May 23, 2003 include ause of cash resulting from an increase in accounts receivable and inventoriesof $22.8 million and $13.0 million, respectively. Partially offsetting this useof cash was cash provided by an increase in accounts payable and other currentliabilities of $9.2 million. The seven months ended December 26, 2003include cash provided from an increase in accounts payable and other currentliabilities of $23.1 million and a decrease in inventories of $16.8 million.The year ended December 27, 2002 includes a use of cash resulting from anincrease in accounts receivable and inventories of $5.2 million and $11.2million, respectively. Partially offsetting this use of cash was cash providedby an increase in accounts payable and other current liabilities of $6.9million. The seasonality of our business results in significant changes inaccounts receivable, inventories, accounts payable and accrued expense balancesthroughout the year, with balances typically higher at the end of our secondand third quarters and lower at the end of our fourth quarter.

Net cash used in investing activities for the yearended December 31, 2004, the five months ended May 23, 2003, theseven months ended December 26, 2003, and the year ended December 27,2002 were $11.3 million, $4.9 million, $40.1 million and $7.8 million,respectively. The seven months ended December 26, 2003 include thepurchase of Berger Holdings, Ltd., which used $35.3 million of cash. Anadditional $1.3 million was paid for tendered shares of Berger Holdings, Ltd.in the year ended December 31, 2004. The year ended December 31,2004, the five months ended May 23, 2003, the seven months ended December 26,2003, and the year ended December 27, 2002, include capital expendituresof $11.1 million, $4.9 million, $5.1 million and $8.3 million, respectively.

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Net cash (used in) provided by financing activitiesfor the year ended December 31, 2004, the five months ended May 23,2003, the seven months ended December 26, 2003, and the year ended December 27,2002, were $(28.6) million, $18.2 million, $(4.7) million and $(13.9) million,respectively. The year ended December 31, 2004 includes borrowings underour revolving credit facility of $46.7 million to fund the repurchase of 55% ofour outstanding common stock held by Court Square Capital Limited, for anaggregate purchase price of $67.9 million. Additionally, we repaid $7.8 millionof our outstanding long-term debt in the year ended December 31, 2004. Thefive months ended May 23, 2003 include borrowings under our revolvingcredit facility of $18.3 million to fund our increase in working capital,together with the purchase of treasury stock for $2.6 million. The seven monthsended December 26, 2003 include the receipt of approximately $191.6million of proceeds, net of issuance costs, from the issuance of $200.0 millionof senior subordinated notes. These proceeds, in addition to cash provided byoperating activities, were used to purchase $135.0 million of our 11.25% Notesfor $138.5 million, including premium, and repay $81.7 million on our revolvingcredit facility. On October 31, 2003 we borrowed approximately $35.0million under the term loan portion of our amended and restated senior securedcredit facility. The year ended December 27, 2002 includes a repayment ofterm loans under our senior secured credit facility in March 2002 of $39.0million, borrowings under our revolving credit facility of $23.8 million andproceeds of $2.8 million from the termination of our British Pound swap.

Futurepayments due under debt, lease and unconditional purchase obligations at December 31,2004 are as follows:
| ** ** | ** ** | ** **                  | ** ** | ** **                | ** ** | **Unconditional** | ** ** | ** ** | ** ** |
|------------|------------|-----------------------------|------------|---------------------------|------------|-------------------|------------|------------|------------|
| ** ** | ** ** | **Long-Term**               | ** ** | **Non-Cancelable**        | ** ** | **Purchase**      | ** ** | ** ** | ** ** |
| ** ** | ** ** | ** Obligations ** | ** ** | **Operating Leases** | ** ** | **Obligations**   | ** ** | **Total**  | ** ** |
| 2005       |       |                        | $          | 8,285                     |       |              |       | $          | 8,927      |   |   |   | $ | 60,632 |   |   | $ | 77,844 |   |
| 2006       |       |                        | 8,150      |                      |       |              | 7,214      |       |       |   | — |   |   | 15,364 |   |
| 2007       |       |                        | 6,166      |                      |       |              | 5,294      |       |       |   | — |   |   | 11,460 |   |
| 2008       |       |                        | 60,512     |                      |       |              | 3,895      |       |       |   | — |   |   | 64,407 |   |
| 2009       |       |                        | 245        |                      |       |              | 2,474      |       |       |   | — |   |   | 2,719 |   |
| Thereafter |       |                        | 201,013    |                      |       |              | 6,992      |       |       |   | — |   |   | 208,005 |   |
|       |       |                        | $          | 284,371                   |       |              |       | $          | 34,796     |   |   |   | $ | 60,632 |   |   | $ | 379,799 |   |

 

*Capital Expenditures.  *Inaddition to meeting debt service requirements, operating cash flows haveenabled us to invest in capital projects, which maintain manufacturingcapabilities, enable compliance with laws and regulations and prepare us forfuture growth. Capital expenditures were $11.1 million, $4.9 million, $5.1million and $8.3 million in the year ended December 31, 2004, the fivemonths ended May 23, 2003, the seven months ended December 26, 2003,and the year ended December 27, 2002, respectively. Capital expendituresin 2004, 2003 and 2002 include approximately $2.7 million, $1.6 million and$1.6 million, respectively, for improvements to the paintlines in Helena,Arkansas; Lancaster, Pennsylvania; Corby, England; and Roermond, TheNetherlands. The paint lines are capital-intensive operations, and willcontinue to require improvements and upgrades in 2005 and beyond to enhancetheir capabilities and efficiencies. Capital expenditures in 2004, 2003 and2002 include approximately $1.5 million, $4.1 million and $2.9 million,respectively, for projects related to business expansion. The balance ofcapital expenditures in all periods primarily relates to purchases and upgradesof fabricating equipment, transportation and material moving equipment, and information systems. We expect thatapproximately $3.0 million to $4.0 million in capital expenditures are requiredannually to maintain existing equipment and facilities. We expect that capitalspending in 2005 will also be devoted to projects that offer potential forinternal growth through new products and expanding existing products to newmarkets, although these plans may change.

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*Working capital management.  *Workingcapital was $141.3 million as of December 31, 2004, compared to $116.8million as of December 26, 2003. This increase in working capital islargely attributable to higher inventories at December 31, 2004.

Accounts receivable of $131.3 million as of December 31,2004, increased $9.6 million, from $121.7 million as of December 26, 2003.A stronger British Pound and Euro compared to the U.S. Dollar used inconverting the local currency balance sheet into U.S. Dollars resulted in a$5.4 million increase in accounts receivable. As of December 31, 2004,days sales outstanding in accounts receivable was 49 days, compared to 52 daysas of December 26, 2003.

Inventories of $134.3million as of December 31, 2004, increased $44.8 million, from $89.5million as of December 26, 2003. A stronger British Pound and Eurocompared to the U.S. Dollar used in converting the local currency balance sheetinto U.S. Dollars resulted in a $3.0 million increase in inventories. As of December 31,2004, days sales in inventories was 65 days, compared to 52 days as of December 26,2003. The increase in inventories is primarily a result of higher aluminum,steel and copper prices, together with higher volumes of these materials inending inventory. We made the decision to hold higher volumes of aluminum andsteel in inventory as a result of concerns related to a tightening supplyenvironment.

**Off-Balance Sheet Arrangements**

At December 31, 2004and December 26, 2003, we did not have any relationships withunconsolidated entities or financial partnerships, such as entities oftenreferred to as structured finance or special purpose entities, which would havebeen established for the purpose of facilitating off-balance sheet arrangementsor other contractually narrow or limited purposes. We are, therefore, not exposedto any financing, liquidity, market or credit risk that could arise if we hadengaged in such relationships.

**Inflationand Foreign Currency Translation**

In recent years, inflationhas not had a significant effect on our results of operations or financialcondition. The assets and liabilities of our non-U.S. subsidiaries aretranslated into U.S. Dollars at current exchange rates and revenues andexpenses are translated at average exchange rates.

**Critical Accounting Policies**

*Business Combinations.  *Inaccordance with Statement of Financial Accounting Standard No. 141 (“SFAS No. 141”),“Business Combinations”, the Company allocates the cost of acquired companiesto the identifiable tangible and intangible assets and liabilities acquired,with the remaining amount being classified as goodwill. Certain intangibleassets are amortized to expense over time. The Company’s future operatingperformance will be impacted by the future amortization of identifiableintangible assets and potential impairment charges related to goodwill.Accordingly, the allocation of the purchase price to intangible assets andgoodwill has an impact on the Company’s future operating results. Theallocation of the purchase price of the acquired companies to intangible assetsand goodwill requires management to make significant estimates and assumptions,including estimates of future cash flows expected to be generated by theacquired assets and the appropriate discount rate to value these cash flows.Should different conditions prevail, material write-downs of net intangibleassets and/or goodwill could occur.

The Company was required to recognize certainidentifiable intangible assets in connection with the 2003 Stock Transactionand acquired identifiable intangible assets in connection with the acquisitionof Berger Holdings. These identifiable intangible assets primarily consist ofthe value associated with customer relationships, trade names and patents. Thevaluation of these intangible assets is subjective and requires a great deal ofexpertise and judgment. The values of the customer relationships were primarilyderived using estimates of future cash flows to be generated from the customerrelationships. This approach was used since the inherent value of the customerrelationship is its ability to generate current 

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and future income. Thevalue of the trade names and patents were determined using an estimatemarket-based royalty rate applied to projected future revenue. While differentamounts would have been reported using different methods or using differentassumptions, the Company believes that the methods selected and the assumptionsused are the most appropriate for each asset analyzed.

*Allowance for doubtful accounts, inventoryobsolescence, warranty reserves and legal proceedings.  *Oursignificant accounting policies are described in Note 2 to the consolidatedfinancial statements. As indicated there, we make estimates and assumptionsthat affect certain amounts reported in the consolidated financial statements.The use of estimates is significant as it relates to establishing reserves andallowances for doubtful accounts, inventory obsolescence, warranty costs andlegal proceedings. Ranges of estimates are developed based upon historicalexperience, specifically identified conditions and management expectations forthe future occurrence of certain events. In the event that actual resultsdiffer from these estimates or we adjust these estimates in future periods,adjustments to the amounts recorded could materially impact our financialposition and results of operations. Historically, our experience has not beenmaterially different than our estimates. There have been no significant changesin the assumptions used to develop our estimates in establishing reserves andallowances for doubtful accounts, inventory obsolescence and warranty costsfrom fiscal year 2003 to fiscal year 2004 and no significant changes areanticipated for fiscal 2005.

*Income taxes.  *Our incometax accounting policy is significant in determining financial position andresults of operations. Such policy requires us to estimate income taxes in eachjurisdiction in which we operate. This involves estimating actual current taxexpense, assessing tax exposure matters and assessing temporary differencesresulting from the different treatment of items under U.S. generally accepted accountingprinciples and tax law. These differences result in deferred tax assets andliabilities, which are included in our consolidated balance sheet. We must thenassess the likelihood that deferred tax assets will be recovered from futuretaxable income. To the extent that recovery is less likely than not, avaluation allowance is established. Significant management judgment is requiredto establish such allowances as well as to determine the provision for incometaxes and deferred tax assets and liabilities. In the event that actual resultsdiffer from estimates, or do not reflect management judgments, it may benecessary to adjust amounts recorded in income tax accounts, which couldmaterially impact our financial position and results of operations. There havebeen no significant changes in the assumptions used to develop our estimates inestablishing our income tax expense, tax exposure matters or deferred taxes. Asdiscussed in Item 7. “Management’s Discussion and Analysis of FinancialCondition and Results of Operations—Accounting Pronouncements”, income taxexpense in 2005 may be impacted by the repatriation of foreign earnings underthe American Jobs Creation Act of 2004.

*Impairment of goodwill.  *Weuse judgment in assessing goodwill for impairment. Upon adoption of SFAS No. 142on December 29, 2001, we assessed the recoverability of our goodwill.Subsequent to the adoption of SFAS No. 142, we review the carrying valueof our goodwill at least annually on the first day of the fiscal fourthquarter, or sooner if events or changes in circumstances indicate the carryingvalue may exceed fair value. Recoverability is determined by comparingmanagement’s estimate of the fair value of the reporting unit to which thegoodwill applies to the carrying value, including goodwill, of that reportingunit. If the fair value of the reporting unit exceeds its carrying value,goodwill of the reporting unit is not impaired. If the carrying value of thereporting unit exceeds its fair value, the implied fair value of the reportingunit goodwill is compared to the carrying value of that goodwill. If thecarrying value of the reporting unit goodwill exceeds the implied fair value ofthat goodwill, an impairment loss is recognized in an amount equal to thatexcess. At December 31, 2004, we had $140.5 million of goodwill, net ofamortization, included in our statement of financial position.

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**Accounting Pronouncements**

In January 2003, the FASB issued Interpretation No. 46,“Consolidation of Variable Interest Entities”, or FIN 46, which addressesconsolidation of variable interest entities. FIN 46 requires a variableinterest entity to be consolidated by a parent company if that company issubject to a majority of the risk of loss from the variable interest entity’sactivities or entitled to receive a majority of the entity’s residual returnsor both. A variable interest entity is a corporation, partnership, trust or anyother legal structure used for business purposes that either does not haveequity investors with voting rights or has equity investors that do not providesufficient financial resources for the entity to support its activities. The consolidation requirements of FIN 46apply immediately to variable interest entities created after January 31,2003. For older entities, these requirements will begin to apply in the firstfiscal year or interim period beginning after December 15, 2003. Theadoption of FIN 46 did not have an impact on the Company’s financial positionor results of operations in fiscal year 2004.

In December 2003, the FASB issued Statement No. 132(revised 2003), “Employers’ Disclosures about Pensions and Other PostRetirement Benefits”, or SFAS No. 132 (revised 2003). SFAS No. 132(revised 2003) requires additional disclosures to those in the originalStatement No. 132 about the assets, obligations, cash flows and netperiodic cost of defined benefit plans and other defined benefit postretirementplans. The Company’s disclosures in Note 13 incorporate the additionaldisclosures required by SFAS No. 132 (revised 2003).

In October 2004,the Jobs Creation Act was signed into law. The Jobs Creation Act includes atemporary incentive for U.S. multinationals to repatriate foreign earnings atan effective 5.25 percent tax rate. Such repatriations must occur in either anenterprise’s last tax year that began before the enactment date, or the firsttax year that begins during the one-year period beginning on the date ofenactment.

FASBStaff Position 109-2, “Accounting and Disclosure Guidance for the ForeignEarnings Repatriation Provision within the American Jobs Creation Act of 2004”(“FSP 109-2”), indicates that the lack of clarification of certainprovisions within the Jobs Creation Act and the timing of the enactmentnecessitate a practical exception to the SFAS No. 109, “Accounting forIncome Taxes,” (“SFAS No. 109”) requirement to reflect in the period ofenactment the effect of a new tax law. Accordingly, an enterprise is allowedtime beyond the financial reporting period of enactment to evaluate the effectof the Jobs Creation Act on its plan for reinvestment or repatriation offoreign earnings. FSP 109-2 requires that the provisions of SFAS No. 109be applied as an enterprise decides on its plan for reinvestment orrepatriation of its unremitted foreign earnings. The Company is currentlyevaluating the details of the Jobs Creation Act and, as of December 31,2004, management had not decided whether, and to what extent, the Company mightrepatriate foreign earnings under the Jobs Creation Act. Accordingly, theconsolidated financial statements do not reflect any provision for taxes on theunremitted foreign earnings that might be remitted under the Jobs Creation Act.However, it is reasonably possible that the Company will repatriate some amountbetween $0 and $130 million during 2005, with the respective tax liabilityranging from $0 to $6.8 million. The Company expects to be in a position tofinalize its assessment and the impact, if any, it may have on income taxexpense by December 30, 2005.

In November 2004,the FASB issued SFAS No. 151, “Inventory Costs, an amendment of AccountingResearch Bulletin No. 43, Chapter 4.” SFAS No. 151 requires thatabnormal amounts of idle facility expense, freight, handling costs and wastedmaterials (spoilage) be recorded as current period charges and that theallocation of fixed production overheads to inventory be based on the normalcapacity of the production facilities. SFAS No. 151 is effective for theCompany on December 31, 2006. The Company does not believe that theadoption of SFAS No. 151 will have a material impact on the consolidatedfinancial statements.

In December 2004, the FASB issued SFAS No. 123(revised 2004), “Share Based Payment” (“SFAS No. 123(R)”). SFAS No. 123(R) supercedesAPB Opinion No. 25, “Accounting for Stock Issued to 

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Employees,” and amendsSFAS No. 95, “Statement of Cash Flows.” Generally, the approach in SFAS No. 123(R) issimilar to the approach described in SFAS No. 123. SFAS No. 123(R) mustbe adopted by June 25, 2005. Currently, the Company has elected to use theintrinsic value method permitted by APB 25 to value stock awards issued underequity compensation programs. The Company is evaluating option valuationmodels, including the Black-Scholes formula, to determine which model theCompany will utilize upon adoption of SFAS No. 123(R). The Company plansto adopt SFAS No. 123(R) using the modified-prospective method. TheCompany does not anticipate that adoption of SFAS No. 123(R) willhave a material impact on the Company’s stock-based compensation expense.

**EnvironmentalMatters**

Ourmanufacturing facilities are subject to a range of federal, state, local andEuropean environmental and occupational health and safety laws, including thosewhich relate to air emissions, wastewater discharges, the handling and disposalof solid and hazardous waste, and the remediation of contamination associatedwith the current and past use of hazardous substances or materials. If arelease of hazardous substances or materials occurs on or from our propertiesor any offsite disposal location used by us, or if contamination from prioractivities is discovered at any of our properties, we may be held liable forthe costs of remediation (including any response costs), natural resourcedamages and associated transaction costs. While the amount of such liabilitycould be material, we devote resources to ensure that our current operationsare conducted in a manner intended to reduce such risks.

Basedupon environmental reviews conducted internally on a quarterly basis, byoutside consultants on a periodic basis, and by outside consultants inconnection with the acquisition of Alumax’s fabricated products business, andassuming compliance by Alumax with its indemnification obligations under therelated acquisition agreement, we believe that we are currently in compliancewith, and not subject to liability under, environmental laws except where suchnoncompliance or liability would not reasonably be expected to have a materialadverse effect on our consolidated financial position, results of operations orcash flows. Pursuant to the terms of the Alumax acquisition agreement, Alumaxagreed to correct and to bear substantially all costs with respect to certainidentified conditions of potential noncompliance and liability underenvironmental laws, none of which costs are currently believed to be material.Alumax’s indemnification obligations under the acquisition agreement are notsubject to an aggregate dollar limitation and survive indefinitely with respectto specifically identified environmental matters.

Liabilitywith respect to hazardous substance or material releases in the U.S. arisesprincipally under the federal Comprehensive Environmental Response,Compensation, and Liability Act of 1980, as amended, or CERCLA, and similarstate laws, which impose strict, and under certain circumstances, retroactive,joint and several liability upon statutorily defined classes of potentially responsibleparties, or PRPs. We have been identified as a PRP at eleven NationalPriorities List, or NPL, sites under CERCLA, although two of these eleven sitesmay relate to disposal by divisions of Alumax that have never been and are notnow part of Euramax. Pursuant to the terms of the Alumax acquisition agreement,Alumax has agreed to indemnify us for all of the costs associated with each ofthese eleven NPL sites. In addition, Alumax has agreed to indemnify us for allof the costs associated with nine additional sites listed on state hazardoussite cleanup lists, with respect to which we have not received any notice ofpotential responsibility.

Thefacility that Berger Bros Company (“Berger”), a subsidiary of Berger Holdings, leasesin Ivyland, Pennsylvania has contaminated groundwater as a result of themigration from an adjacent property which was formerly the Naval Air WarfareCenter, currently an NPL site under CERCLA. The United States Navy isconducting a clean-up of the Naval Air Warfare Center NPL site under theEnvironmental Protection Agency’s supervision. The owner/landlord of the Bergerproperty obtained liability protection under Pennsylvania’s Brownfield Law bydemonstrating to the Commonwealth of Pennsylvania that the contamination isfrom an off-site source, and under Pennsylvania law that protection benefitstenants as 

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well. Moreover, under Berger’s lease, the landlordretained any liability for this contamination. Accordingly, although thefacility leased by Berger is on an NPL site, the effects of this contaminationwould not reasonably be expected to have a material adverse effect on ourconsolidated financial position, results of operations or cash flows.

We have made and will continue to make capitalexpenditures to comply with environmental laws. Environmental capital expendituresfor the years ended December 31, 2004, December 26, 2003 and December 27,2002 were approximately $140.1 thousand, $143.1 thousand and $212.1 thousand,respectively. We estimate that our environmental capital expenditures will beapproximately $250.0 thousand in 2005.

**Item 7A.**                Quantitative andQualitative Disclosures about Market Risk

Thefollowing discussion about the Company’s risk-management activities includesforward-looking statements that involve risk and uncertainties. Actual resultscould differ materially from those projected in the forward-looking statement.See the note preceding Part I of Item 1 “Business” for additionalinformation regarding the Private Securities Litigation Reform Act.

We are exposed to market risk from changes in interestrates (primarily U.S. Dollar, Euro and British Pound one month LIBOR), exchangerates (primarily the Euro and British Pound) and commodity prices (primarilyaluminum and steel). At certain times, we enter into contracts for the purchaseof aluminum and steel at market values in an attempt to assure a margin onspecific customer orders. Additionally, we have the option to commit topurchase a specific quantity of aluminum over a specified time period at afixed price. We would then be exposed for the difference between the fixedprice and the market price of aluminum. The Company does not engage in hedgingactivities intended to manage long-term risks relating to movements in marketprices of steel and aluminum raw materials as changes in the market price cangenerally be passed on to customers. In addition, although approximately 33% ofthe our sales for the year ended December 31, 2004, originated in Europeand were impacted by exchange rate fluctuations, we have not historicallyutilized derivatives to manage foreign currency exchange risks related to ourEuropean operations. However, in connection with our risk-management strategy,we have historically entered into currency agreements and interest rateagreements with major banking institutions to manage the impact of foreigncurrency exchange rate fluctuations and/or interest rate fluctuations withrespect to debt payments. The agreements are utilized as risk-management toolsand not for trading purposes. Currency agreements involve exchanges of interestpayments in differing currencies and provide for the exchange of principalamounts at maturity. Interest rate agreements involve exchanges of interestpayments at differing interest rates and cap the highest rate of interest to bepaid on specified notional amounts of debt. The amounts of interest paid orreceived effectively limit the interest payment exposure of our hedged debtcommitments. The fair value of the currency agreements and interest rateagreements are derived from valuation models based upon recognized financialprincipals and estimates about relevant future market conditions. The amountsexchanged are based upon the notional amounts of the currency agreements andinterest rate agreements, as well as on the other terms of the agreements,which relate to interest payments and exchange rates. As of December 31,2004, we have an unhedged Euro liability of 32.5 million Euros on a U.S.subsidiary. We do not plan to hedge this exposure. For detailed information onthe terms and fair values of our financial instruments and derivativeinstruments, see Note 9 to our consolidated financial statements.

**Interest Rate Risk**

This analysis presents the hypothetical increase ininterest expense and increase in other expense related to those financialinstruments and derivative instruments held by us at December 31, 2004,that are sensitive to changes in interest rates. A hypothetical 10 percentincrease in interest rates for one year on our variable rate financialinstruments would increase annual interest expense by approximately $0.5 

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million as calculated at December 31,2004, as compared to a hypothetical increase in annual interest expense ofapproximately $0.2 million as calculated at December 26, 2003.

A hypothetical 10% decrease in interest rates for oneyear on our derivative instruments would increase other expense byapproximately $0.1 million as calculated at December 31, 2004 and December 26,2003.

**Foreign Currency Exchange Risk**

This analysis presents the hypothetical increase inforeign exchange loss and increase in interest expense related to thosefinancial instruments and derivative instruments held by us at December 31,2004, that are sensitive to changes in foreign currency exchange risks. Ahypothetical 10 percent increase in the British Pound compared to the U.S.Dollar would increase our foreign exchange loss by approximately $3.9 millionas calculated at December 31, 2004, as compared to a hypothetical increasein our foreign exchange loss of approximately $2.1 million as calculated at December 26,2003. A hypothetical 10 percent increase in the Euro compared to the U.S. Dollarwould increase our foreign exchange loss by approximately $4.1 million ascalculated at December 31, 2004, compared to a hypothetical decrease inforeign exchange loss of approximately $1.2 million as calculated atDecember 26, 2003.

All other factors remaining unchanged, a hypothetical10 percent increase in foreign currency exchange rates for one year wouldincrease annual interest expense by approximately $0.4 million as calculated atDecember 31, 2004, for those financial instruments and derivativeinstruments affected by foreign currency exchange fluctuations, as compared toa hypothetical increase in annual interest expense of approximately $0.2million as calculated at December 26, 2003.

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**Item 8.        FinancialStatements and Supplementary Data**

**Report of Independent Auditors**

The Board of DirectorsEuramax International, Inc. and Subsidiaries

We have audited the accompanying consolidated balancesheets of Euramax International, Inc. and Subsidiaries as of December 31,2004 and December 26, 2003, and the related consolidated statements ofearnings, changes in equity, and cash flows for the year ended December 31,2004, the seven months ended December 26, 2003, the five months ended May 23,2003 and the year ended December 27, 2002. Our audits also included therelated financial statement schedule listed in the index at Item 15(a)(2).These financial statements and schedule are the responsibility of the Company’smanagement. Our responsibility is to express an opinion on these financialstatements and schedule based on our audits.

We conducted our audits in accordance with thestandards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. We were not engaged to perform an audit of the Company’s internalcontrol over financial reporting. Our audit included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing anopion on the effectiveness of the Company’s internal control over financialreporting. Accordingly, we express no such opinion. An audit also includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements, assessing the accounting principles used andsignificant estimates made by management, and evaluating the overall financialstatement presentation. We believe that our audits provide a reasonable basisfor our opinion.

In ouropinion, the financial statements referred to above present fairly, in allmaterial respects, the consolidated financial position of Euramax International, Inc.and Subsidiaries at December 31, 2004 and December 26, 2003, and theconsolidated results of their operations and their cash flows for the yearended December 31, 2004, the seven months ended December 26, 2003,the five months ended May 23, 2003 and the year ended December 27,2002, in conformity with U.S. generally accepted accounting principles. Also,in our opinion, the related financial statement schedule referred to above,when considered in relation to the basic financial statements taken as a whole,presents fairly in all material respects the information set forth therein.
|                     | /s/ Ernst & Young LLP |
|---------------------|--------------------------------|
| Atlanta, Georgia    |                           |
| March 29, 2005 |                           |

 

34

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**EuramaxInternational, Inc. and SubsidiariesConsolidated Statements of Earnings**
| ** **                    | ** ** | **Successor**                                | ** ** | **Predecessor**                                       | ** ** |
|-------------------------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|
| ** **                    | ** ** | **Year ended  December 31,  2004** | ** ** | **Seven months  ended  December 26,  2003** | ** ** | **Five months  ended  May 23,  2003** | ** ** | **Year ended  December 27,  2002** | ** ** |
| ** **                    | ** ** | **Thousands of U.S. Dollars** | ** ** |
| Net sales                     |       |                                         | $          | 964,827                                               |       |   |   | $ | 483,688 |   |   |   | $ | 260,615 |   |   |   | $ | 639,149 |   |   |
| Costs and  expenses:          |       |                                         |       |                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of goods sold            |       |                                         | 760,784    |                                                  |       |   | 388,829 |   |   |   | 208,420 |   |   |   | 508,254 |   |   |
| Selling and general           |       |                                         | 85,802     |                                                  |       |   | 49,649 |   |   |   | 26,153 |   |   |   | 63,593 |   |   |
| Depreciation and amortization |       |                                         | 21,015     |                                                  |       |   | 10,639 |   |   |   | 6,276 |   |   |   | 13,968 |   |   |
| Earnings from operations      |       |                                         | 97,226     |                                                  |       |   | 34,571 |   |   |   | 19,766 |   |   |   | 53,334 |   |   |
| Interest expense, net         |       |                                         | (24,163    | )                                                     |       |   | (12,659 | ) |   |   | (9,126 | ) |   |   | (22,748 | ) |   |
| Other (expense)  income, net  |       |                                         | (5,037     | )                                                     |       |   | (48 | ) |   |   | 506 |   |   |   | 703 |   |   |
| Earnings before income taxes  |       |                                         | 68,026     |                                                  |       |   | 21,864 |   |   |   | 11,146 |   |   |   | 31,289 |   |   |
| Provision for  income taxes   |       |                                         | 24,232     |                                                  |       |   | 7,108 |   |   |   | 4,254 |   |   |   | 11,432 |   |   |
| Net earnings                  |       |                                         | $          | 43,794                                                |       |   |   | $ | 14,756 |   |   |   | $ | 6,892 |   |   |   | $ | 19,857 |   |   |

 

The accompanying notes are an integral part of these consolidated financial statements.

35

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**EuramaxInternational, Inc. and SubsidiariesConsolidated Balance Sheets**
| ** **                                                                                                                                                        | ** **   | **Successor**                                                               | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|-----------------------------------------------------------------------------|------------|
| ** **                                                                                                                                                        | ** **   | **December 31,  2004**                                                 | ** ** | **December 26,  2003** | ** ** |
| ** **                                                                                                                                                        | *** *** | **Thousands of U.S. Dollars  (except share data)** | ** ** |
| **ASSETS**                                                                                                                                                        |         |                                                                        |       |   |   |   |   |   |   |
| Current assets:                                                                                                                                                   |         |                                                                        |       |   |   |   |   |   |   |
| Cash and cash equivalents                                                                                                                                         |         |                                                                        | $          | 43,877 |   |   |   | $ | 48,227 |   |   |
| Accounts receivable, less  allowance for doubtful accounts (2004—$2,318;  2003—$2,956)                                                                  |         |                                                                        | 131,317    |   |   |   | 121,689 |   |   |
| Inventories, net                                                                                                                                                  |         |                                                                        | 134,280    |   |   |   | 89,543 |   |   |
| Deferred income taxes                                                                                                                                             |         |                                                                        | 8,132      |   |   |   | 6,318 |   |   |
| Other current assets                                                                                                                                              |         |                                                                        | 2,590      |   |   |   | 1,870 |   |   |
| Total current assets                                                                                                                                              |         |                                                                        | 320,196    |   |   |   | 267,647 |   |   |
| Property, plant and  equipment, net                                                                                                                               |         |                                                                        | 161,288    |   |   |   | 141,437 |   |   |
| Goodwill, net                                                                                                                                                     |         |                                                                        | 140,483    |   |   |   | 176,394 |   |   |
| Customer relationships,  net                                                                                                                                      |         |                                                                        | 41,302     |   |   |   | — |   |   |
| Other intangible assets,  net                                                                                                                                     |         |                                                                        | 4,385      |   |   |   | 3,767 |   |   |
| Deferred income taxes                                                                                                                                             |         |                                                                        | 5,934      |   |   |   | 3,595 |   |   |
| Other assets                                                                                                                                                      |         |                                                                        | 13,453     |   |   |   | 15,989 |   |   |
|                                                                                                                                                              |         |                                                                        | $          | 687,041 |   |   |   | $ | 608,829 |   |   |
| **LIABILITIES  AND SHAREHOLDERS’ EQUITY**                                                                                                                    |         |                                                                        |       |   |   |   |   |   |   |
| Current liabilities:                                                                                                                                              |         |                                                                        |       |   |   |   |   |   |   |
| Cash overdrafts                                                                                                                                                   |         |                                                                        | $          | 2,376 |   |   |   | $ | 436 |   |   |
| Accounts payable                                                                                                                                                  |         |                                                                        | 103,978    |   |   |   | 91,689 |   |   |
| Accrued expenses                                                                                                                                                  |         |                                                                        | 42,271     |   |   |   | 39,404 |   |   |
| Accrued interest payable                                                                                                                                          |         |                                                                        | 7,109      |   |   |   | 7,068 |   |   |
| Income taxes payable                                                                                                                                              |         |                                                                        | 4,061      |   |   |   | 3,831 |   |   |
| Deferred income taxes                                                                                                                                             |         |                                                                        | 959        |   |   |   | 936 |   |   |
| Liability under financial  derivatives                                                                                                                            |         |                                                                        | 9,850      |   |   |   | — |   |   |
| Current maturities of  long-term debt                                                                                                                             |         |                                                                        | 8,285      |   |   |   | 7,487 |   |   |
| Total current liabilities                                                                                                                                         |         |                                                                        | 178,889    |   |   |   | 150,851 |   |   |
| Long-term debt, less  current maturities                                                                                                                          |         |                                                                        | 276,086    |   |   |   | 231,807 |   |   |
| Commitments and  contingencies                                                                                                                                    |         |                                                                        | —     |   |   |   | — |   |   |
| Deferred income taxes                                                                                                                                             |         |                                                                        | 52,716     |   |   |   | 29,282 |   |   |
| Other liabilities                                                                                                                                                 |         |                                                                        | 32,187     |   |   |   | 26,939 |   |   |
| Total liabilities                                                                                                                                                 |         |                                                                        | 539,878    |   |   |   | 438,879 |   |   |
| Shareholders’ equity:                                                                                                                                        |         |                                                                        |       |   |   |   |   |   |   |
| Class A common stock—$1.00 par  value; 600,000 shares authorized, 500,019.91 issued and 322,815.17  outstanding in 2004, 492,495.79 outstanding in 2003 |         |                                                                        | 500        |   |   |   | 500 |   |   |
| Class B convertible  common stock—$1.00  par value; 600,000 shares authorized, no shares issued in 2004 and 2003                                        |         |                                                                        | —     |   |   |   | — |   |   |
| Additional paid-in  capital                                                                                                                                       |         |                                                                        | 155,495    |   |   |   | 155,495 |   |   |
| Common stock in treasury,  at cost—177,204.74  and 7,524.12 shares in 2004 and 2003, respectively                                                            |         |                                                                        | (69,836    | ) |   |   | (1,964 | ) |   |
| Restricted stock grant                                                                                                                                            |         |                                                                        | (2,616     | ) |   |   | (3,381 | ) |   |
| Retained earnings                                                                                                                                                 |         |                                                                        | 58,550     |   |   |   | 14,756 |   |   |
| Accumulated other  comprehensive income, net of tax                                                                                                               |         |                                                                        | 5,070      |   |   |   | 4,544 |   |   |
| Total  shareholders’ equity                                                                                                                                  |         |                                                                        | 147,163    |   |   |   | 169,950 |   |   |
|                                                                                                                                                              |         |                                                                        | $          | 687,041 |   |   |   | $ | 608,829 |   |   |

 

The accompanying notes are an integral part of these consolidated financial statements.

36

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**EuramaxInternational, Inc. and SubsidiariesConsolidated Statements of Changes in Equity**
| ** **                                                           | ** ** | ** **                                   | ** ** | ** **     | ** ** | ** **               | ** ** | ** **     | ** ** | ** **               | ** ** | **Accumulated**        | ** ** | ** ** | ** ** |
|----------------------------------------------------------------------|------------|----------------------------------------------|------------|----------------|------------|--------------------------|------------|----------------|------------|--------------------------|------------|------------------------|------------|------------|------------|
| ** **                                                           | ** ** | ** **                                   | ** ** | **Additional** | ** ** | ** **               | ** ** | ** **     | ** ** | ** **               | ** ** | **Other**              | ** ** | ** ** | ** ** |
| ** **                                                           | ** ** | **Common**                                   | ** ** | **Paid-in**    | ** ** | ** Treasury ** | ** ** | **Restricted** | ** ** | ** Retained ** | ** ** | **Comprehensive**      | ** ** | ** ** | ** ** |
| ** **                                                           | ** ** | **Stock**                                    | ** ** | **Capital**    | ** ** | **Stock**                | ** ** | **Stock**      | ** ** | **Earnings**             | ** ** | **Income (Loss)** | ** ** | **Totals** | ** ** |
| ** **                                                           | ** ** | **Thousands of U.S. Dollars** | ** ** |
| Predecessor  balance at December 28, 2001                  |       |                                         | $          | 500            |       |                     |       | $              | 53,220     |                     |       |                   | $          | (1,581     | )          |   |   | $ | — |   |   |   | $ | 24,582 |   |   |   | $ | (15,227 | ) |   | $ | 61,494 |   |
| Comprehensive  income:                                               |       |                                         |       |           |       |                     |       |           |       |                     |       |                   |       |       |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings for 2002                                                |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | 19,857 |   |   |   | — |   |   | 19,857 |   |
| Foreign currency translation  adjustment                             |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | — |   |   |   | 6,678 |   |   | 6,678 |   |
| Minimum pension liability, net of taxes                              |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | — |   |   |   | (1,105 | ) |   | (1,105 | ) |
| Loss on derivative instruments, net of taxes                    |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | — |   |   |   | (230 | ) |   | (230 | ) |
| Comprehensive income                                                 |       |                                         |       |           |       |                     |       |           |       |                     |       |                   |       |       |       |   |   |   |   |   |   |   |   |   |   | 25,200 |   |
| Repurchase of  common stock                                          |       |                                         | —     |           |       |                     | —     |           |       |                     | (475       | )                      |       |       | —     |   |   |   | — |   |   |   | — |   |   | (475 | ) |
| Predecessor  balance at December 27, 2002                  |       |                                         | 500        |           |       |                     | 53,220     |           |       |                     | (2,056     | )                      |       |       | —     |   |   |   | 44,439 |   |   |   | (9,884 | ) |   | 86,219 |   |
| Comprehensive income:                                                |       |                                         |       |           |       |                     |       |           |       |                     |       |                   |       |       |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings for the five months ended May 23,  2003            |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | 6,892 |   |   |   | — |   |   | 6,892 |   |
| Foreign currency translation  adjustment                             |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | — |   |   |   | 6,921 |   |   | 6,921 |   |
| Gain on derivative instruments, net of taxes                    |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | — |   |   |   | 100 |   |   | 100 |   |
| Comprehensive income                                                 |       |                                         |       |           |       |                     |       |           |       |                     |       |                   |       |       |       |   |   |   |   |   |   |   |   |   |   | 13,913 |   |
| Repurchase of  common stock                                          |       |                                         | —     |           |       |                     | —     |           |       |                     | (2,556     | )                      |       |       | —     |   |   |   | — |   |   |   | — |   |   | (2,556 | ) |
| Predecessor  balance at May 23, 2003                            |       |                                         | 500        |           |       |                     | 53,220     |           |       |                     | (4,612     | )                      |       |       | —     |   |   |   | 51,331 |   |   |   | (2,863 | ) |   | 97,576 |   |
| 2003 Stock  Transaction                                              |       |                                         | —     |           |       |                     | 100,821    |           |       |                     | —     |                   |       |       | —     |   |   |   | (51,331 | ) |   |   | 2,863 |   |   | 52,353 |   |
| Comprehensive  income:                                               |       |                                         |       |           |       |                     |       |           |       |                     |       |                   |       |       |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings for the seven months  ended December 26, 2003 |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | 14,756 |   |   |   | — |   |   | 14,756 |   |
| Foreign currency translation adjustment                         |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | — |   |   |   | 4,552 |   |   | 4,552 |   |
| Minimum pension liability, net of taxes                              |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | — |   |   |   | (83 | ) |   | (83 | ) |
| Gain on derivative instruments, net of taxes                    |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | — |   |   |   | 75 |   |   | 75 |   |
| Comprehensive income                                                 |       |                                         |       |           |       |                     |       |           |       |                     |       |                   |       |       |       |   |   |   |   |   |   |   |   |   |   | 19,300 |   |
| Issuance of restricted  stock from shares held in treasury      |       |                                         | —     |           |       |                     | 1,330      |           |       |                     | 2,498      |                   |       |       | (3,828     | ) |   |   |   |   |   |   |   |   |   | — |   |
| Amortization of  restricted stock                                    |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | 447        |   |   |   | — |   |   |   | — |   |   | 447 |   |
| Repurchase of  common stock                                          |       |                                         | —     |           |       |                     | —     |           |       |                     | (80        | )                      |       |       | —     |   |   |   | — |   |   |   | — |   |   | (80 | ) |
| Issuance of common  stock from shares held in treasury     |       |                                         | —     |           |       |                     | 124        |           |       |                     | 230        |                   |       |       | —     |   |   |   | — |   |   |   | — |   |   | 354 |   |
| Successor balance  at December 26, 2003                         |       |                                         | 500        |           |       |                     | 155,495    |           |       |                     | (1,964     | )                      |       |       | (3,381     | ) |   |   | 14,756 |   |   |   | 4,544 |   |   | 169,950 |   |
| Comprehensive income:                                                |       |                                         |       |           |       |                     |       |           |       |                     |       |                   |       |       |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings for  2004                                               |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | 43,794 |   |   |   | — |   |   | 43,794 |   |
| Foreign currency  translation adjustment                        |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | — |   |   |   | 5,893 |   |   | 5,893 |   |
| Minimum pension  liability, net of taxes                             |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | — |   |   |   | (358 | ) |   | (358 | ) |
| Loss on derivative  instruments, net of taxes                   |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | —     |   |   |   | — |   |   |   | (5,009 | ) |   | (5,009 | ) |
| Comprehensive  income                                                |       |                                         |       |           |       |                     |       |           |       |                     |       |                   |       |       |       |   |   |   |   |   |   |   |   |   |   | 44,320 |   |
| Amortization of  restricted stock                                    |       |                                         | —     |           |       |                     | —     |           |       |                     | —     |                   |       |       | 765        |   |   |   | — |   |   |   | — |   |   | 765 |   |
| Repurchase of  common stock                                          |       |                                         | —     |           |       |                     | —     |           |       |                     | (67,872    | )                      |       |       | —     |   |   |   | — |   |   |   | — |   |   | (67,872 | ) |
|                                                                 |       |                                         | $          | 500            |       |                     |       | $              | 155,495    |                     |       |                   | $          | (69,836    | )          |   |   | $ | (2,616 | ) |   |   | $ | 58,550 |   |   |   | $ | 5,070 |   |   | $ | 147,163 |   |

 

The accompanying notes are an integral part of these consolidated financial statements.

37

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**EuramaxInternational, Inc. and SubsidiariesConsolidated Statements of Cash Flows**
| ** **                                                                             | ** ** | **Successor**                                | ** ** | **Predecessor**       | ** ** |
|----------------------------------------------------------------------------------------|------------|----------------------------------------------|------------|-----------------------|------------|
| ** **                                                                             | ** ** | ** **                                   | ** ** | **Seven months** | ** ** | **Five months** | ** ** | ** ** | ** ** |
| ** **                                                                             | ** ** | **Year ended**                          | ** ** | **ended**             | ** ** | **ended** | ** ** | **Year ended** | ** ** |
| ** **                                                                             | ** ** | **December 31,**                        | ** ** | **December 26,** | ** ** | **May 23,** | ** ** | **December 27,** | ** ** |
| ** **                                                                             | ** ** | **2004**                                     | ** ** | **2003**              | ** ** | **2003** | ** ** | **2002** | ** ** |
| ** **                                                                             | ** ** | **Thousands of U.S. Dollars** | ** ** |
| Cash flows from operating activities:                                                  |       |                                         |       |                  |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings                                                                           |       |                                         | $          | 43,794                |       |   |   | $ | 14,756 |   |   |   | $ | 6,892 |   |   |   | $ | 19,857 |   |   |
| Reconciliation of net  earnings to net cash provided by (used in) operating activites: |       |                                         |       |                  |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation and  amortization                                                         |       |                                         | 21,015     |                  |       |   | 10,639 |   |   |   | 6,276 |   |   |   | 13,968 |   |   |
| Amortization of  deferred finance fees                                                 |       |                                         | 2,262      |                  |       |   | 1,034 |   |   |   | 563 |   |   |   | 1,319 |   |   |
| Amortization of  restricted stock grants                                               |       |                                         | 765        |                  |       |   | 447 |   |   |   | — |   |   |   | — |   |   |
| Loss on redemption  of 11.25% Notes                                                    |       |                                         | —     |                  |       |   | 2,070 |   |   |   | — |   |   |   | — |   |   |
| Provision for  doubtful accounts                                                       |       |                                         | 185        |                  |       |   | 600 |   |   |   | 212 |   |   |   | (177 | ) |   |
| Foreign exchange  loss (gain)                                                          |       |                                         | 6,415      |                  |       |   | (1,343 | ) |   |   | (405 | ) |   |   | (796 | ) |   |
| (Gain) loss on  sale of assets                                                         |       |                                         | (537       | )                     |       |   | (1 | ) |   |   | (32 | ) |   |   | 552 |   |   |
| Deferred income  taxes                                                                 |       |                                         | 3,700      |                  |       |   | (1,078 | ) |   |   | 2,162 |   |   |   | 4,274 |   |   |
| Changes in operating  assets and liabilities (excluding acquisitions):                 |       |                                         |       |                  |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Accounts  receivable                                                                   |       |                                         | (4,444     | )                     |       |   | 3,009 |   |   |   | (22,778 | ) |   |   | (5,203 | ) |   |
| Inventories                                                                            |       |                                         | (42,144    | )                     |       |   | 16,781 |   |   |   | (13,014 | ) |   |   | (11,197 | ) |   |
| Other current  assets                                                                  |       |                                         | (629       | )                     |       |   | 2,247 |   |   |   | (1,908 | ) |   |   | 294 |   |   |
| Accounts payable  and other current liabilities                                        |       |                                         | 12,985     |                  |       |   | 23,112 |   |   |   | 9,225 |   |   |   | 6,892 |   |   |
| Income taxes  payable                                                                  |       |                                         | (9,431     | )                     |       |   | (1,605 | ) |   |   | 3,664 |   |   |   | (2,516 | ) |   |
| Other noncurrent  assets and liabilities                                               |       |                                         | (310       | )                     |       |   | 6,341 |   |   |   | (2,902 | ) |   |   | (1,849 | ) |   |
| Net cash provided  by (used in) operating activities                              |       |                                         | 33,626     |                  |       |   | 77,009 |   |   |   | (12,045 | ) |   |   | 25,418 |   |   |
| Cash flows from investing activities:                                                  |       |                                         |       |                  |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from sale  of assets                                                          |       |                                         | 1,107      |                  |       |   | 293 |   |   |   | 35 |   |   |   | 492 |   |   |
| Purchases of  businesses, less cash acquired                                           |       |                                         | (1,292     | )                     |       |   | (35,256 | ) |   |   | — |   |   |   | — |   |   |
| Capital  expenditures                                                                  |       |                                         | (11,138    | )                     |       |   | (5,129 | ) |   |   | (4,944 | ) |   |   | (8,263 | ) |   |
| Net cash used in  investing activities                                                 |       |                                         | (11,323    | )                     |       |   | (40,092 | ) |   |   | (4,909 | ) |   |   | (7,771 | ) |   |
| Cash flows from financing activities:                                                  |       |                                         |       |                  |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Changes in cash  overdrafts                                                            |       |                                         | 1,940      |                  |       |   | (4,477 | ) |   |   | 2,603 |   |   |   | 461 |   |   |
| Net borrowings  (repayments) on revolving credit facility                              |       |                                         | 46,663     |                  |       |   | (81,679 | ) |   |   | 18,264 |   |   |   | 23,808 |   |   |
| Repayment of  long-term debt, including premium                                        |       |                                         | (7,793     | )                     |       |   | (138,532 | ) |   |   | — |   |   |   | (38,952 | ) |   |
| Issuance of  long-term debt                                                            |       |                                         | —     |                  |       |   | 234,990 |   |   |   | — |   |   |   | — |   |   |
| Proceeds from  settlement of currency agreements                                       |       |                                         | —     |                  |       |   | — |   |   |   | — |   |   |   | 2,790 |   |   |
| Expenses relating  to the 2003 Stock Transaction                                       |       |                                         | (664       | )                     |       |   | (3,171 | ) |   |   | — |   |   |   |   |   |   |
| Issuance of common  stock from shares held in treasury                                 |       |                                         | —     |                  |       |   | 354 |   |   |   | — |   |   |   | — |   |   |
| Deferred finance  fees                                                                 |       |                                         | (891       | )                     |       |   | (12,140 | ) |   |   | (116 | ) |   |   | (1,530 | ) |   |
| Purchases of  treasury stock                                                           |       |                                         | (67,872    | )                     |       |   | (80 | ) |   |   | (2,556 | ) |   |   | (475 | ) |   |
| Net cash (used in)  provided by financing activities                                   |       |                                         | (28,617    | )                     |       |   | (4,735 | ) |   |   | 18,195 |   |   |   | (13,898 | ) |   |
| Effect of exchange  rate changes on cash                                               |       |                                         | 1,964      |                  |       |   | 2,380 |   |   |   | 778 |   |   |   | 2,000 |   |   |
| Net (decrease)  increase in cash and cash equivalents                                  |       |                                         | (4,350     | )                     |       |   | 34,562 |   |   |   | 2,019 |   |   |   | 5,749 |   |   |
| Cash and cash  equivalents at beginning of period                                      |       |                                         | 48,227     |                  |       |   | 13,665 |   |   |   | 11,646 |   |   |   | 5,897 |   |   |
| Cash and cash  equivalents at end of period                                            |       |                                         | $          | 43,877                |       |   |   | $ | 48,227 |   |   |   | $ | 13,665 |   |   |   | $ | 11,646 |   |   |
| Supplemental cash flow information:                                                    |       |                                         |       |                  |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Income taxes paid,  net                                                                |       |                                         | $          | 26,378                |       |   |   | $ | 5,525 |   |   |   | $ | 1,261 |   |   |   | $ | 9,471 |   |   |
| Interest paid, net                                                                     |       |                                         | $          | 21,925                |       |   |   | $ | 6,910 |   |   |   | $ | 9,610 |   |   |   | $ | 20,958 |   |   |

 

The accompanying notes are an integral part of these consolidated financial statements.

38

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Thousands of U.S. Dollars except share data)**

**1. Basis ofPresentation:**

For purposes of this report, the “Company” and “Euramax”refers to Euramax International, Inc. and subsidiaries, collectively.

Euramax International, Inc. is an internationalproducer of value-added aluminum, steel, vinyl and fiberglass fabricatedproducts with facilities strategically located in all major regions of thecontinental United States, or U.S., the United Kingdom, or U.K., TheNetherlands and France. The Company’s manufacturing and distribution networkconsists of 42 strategically located facilities, of which 36 are located in theU.S. and six are located in Europe. The Company sells its products principallyto two markets, the building and construction market and the transportationmarket. The Company’s core products include specialty coated coils, aluminumrecreational vehicle, or RV, sidewalls, RV doors, farm and agricultural panels,metal and vinyl raincarrying systems, soffit and fascia systems, and vinylreplacement windows. In addition, the Company sells an extensive line ofaccessory products, including roofing and siding hardware, trim parts and roofdrainage accessories. The Company’s customers include original equipmentmanufacturers, or OEMs, such as RV manufacturers, commercial panelmanufacturers and transportation industry manufacturers; rural contractors;home centers; home improvement contractors; distributors; industrial andarchitectural contractors; and manufactured housing producers. The Company’ssales are somewhat seasonal, with the second and third quarters typicallyaccounting for the highest sales volumes.

Per share data has not been presented since such dataprovides no useful information as the shares of the Company are closely held.

Certain prior periodamounts have been reclassified to conform to current year presentation.

**2. Summary of SignificantAccounting Policies:**

**Principles of Consolidation**

The consolidated financialstatements of the Company are prepared in conformity with U.S. generallyaccepted accounting principles and include the accounts of the Company and allits subsidiaries. All significant intercompany accounts and transactions havebeen eliminated in consolidation.

**Fiscal Year**

The Company operates on a52 or 53 week fiscal year ending on the last Friday in December. The Company’s fiscalyears consisted of 53 weeks for the year ended December 31, 2004 and 52weeks for the years ended December 26, 2003 and December 27, 2002,respectively.

**Use of Estimates and Assumptions**

The preparation offinancial statements in conformity with U.S. generally accepted accountingprinciples requires management to make estimates and assumptions that mayaffect the reported amounts of certain assets and liabilities and disclosure ofcontingencies at the date of the financial statementsand the reported amounts of revenues and expenses during the reporting period.Although these estimates and assumptions are based on the Company’s knowledgeof current events and actions the Company may take in 

39

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**2.Summary of Significant Accounting Policies: (Continued)**

the future, actual results could ultimately differ fromthose estimates and assumptions, and the differences could be material.

**Cash and Cash Equivalents**

The Company considers allhighly liquid investments with an initial maturity of three months or less tobe cash equivalents. Certain cash overdrafts of the Company have been nettedwith positive cash balances held with the same financial institutions.

**Inventories**

Inventories are stated atthe lower of cost or market, with cost determined under the first-in,first-out (“FIFO”) method.

**Property, Plant and Equipment**

Property, plant andequipment is recorded at cost. Repair and maintenance costs are generallyexpensed unless they extend the useful lives of assets. Depreciation andamortization of property, plant and equipment is computed principally on thestraight-line method over the estimated useful lives of the assets. Inconnection with the Company’s finalization of the fair market values of itsproperty, plant and equipment in the second quarter of 2004 (see Note 3), theCompany evaluated the remaining useful lives over which its existing assets areto be depreciated. The estimated remaining useful lives of these assets weredetermined to range from 2 to 13 years for equipment and from 17 to 20 yearsfor buildings. Effective June 25, 2004, the Company revised its policyrelating to the useful lives of equipment. Under the new policy, the Companydepreciates equipment purchased subsequent to June 25, 2004 over usefullives ranging from 3 to 37 years. Gains or losses related to the disposition ofproperty, plant and equipment are charged to other income or expense whenincurred. Also, when events or changes in circumstances indicate that thecarrying value of an asset may not be recoverable, management assesses whetherthere has been a permanent impairment in the value of the asset by comparingthe estimated undiscounted future cash flows expected to result from the use ofthe asset and its eventual disposition to the carrying amount of the asset. Ifthe expected future cash flows are less than the carrying amount of the asset,an impairment loss is recognized.

**Goodwill**

The Company recordsgoodwill when the purchase price paid in a business combination exceeds theestimated fair value of the net tangible and intangible assets acquired.Additionally, the Company recorded goodwill resulting from the 2003 StockTransaction, as described in Note 3. The Company adopted SFAS No. 142, “Goodwilland Other Intangible Assets”, effective December 29, 2001. Under SFAS No. 142,goodwill and indefinite lived tangible assets are no longer amortized, but arereviewed at least annually for impairment on the first day of the Company’sfiscal fourth quarter. Such tests include comparing the fair value of a reporting unit to its carrying value,including goodwill. All goodwill is assigned to reporting units, which are onelevel below the Company’s operating segments. The Company completed its annualimpairment test and did not identify any impairment and is not aware of anysubsequent developments that would indicate impairment.

40

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**2.Summary of Significant Accounting Policies: (Continued)**

**Intangible Assets**

The Company has recognizedintangible assets, apart from goodwill, acquired in business combinations orresulting from the 2003 Stock Transaction at fair value on the date of thetransaction. The Company adopted SFAS No. 142, “Goodwill and OtherIntangible Assets”, effective December 29, 2001. Under SFAS No. 142,indefinite lived intangible assets are not amortized, but are reviewed at leastannually for impairment. The Company reviews its indefinite lived intangibleassets for impairment as of the first day of its fiscal fourth quarter. TheCompany amortizes its intangible assets with finite lives over their usefullives based upon the pattern in which the economic benefits of the intangibleassets are recognized. If that pattern cannot be determined, a straight-lineamortization method is used. Intangible assets with finite lives are tested forimpairment when indicators exist that the carrying amount of an intangibleasset may not be recoverable.

**Financial Instruments and Risk Management**

SFAS No. 133, “Accounting for Derivative Instrumentsand Hedging Activities”, as amended by SFAS No. 137, SFAS No. 138 andSFAS No. 149, requires companies to recognize all derivative instrumentson the balance sheet at fair value. The accounting for changes in the fairvalue of a derivative instrument depends on the type of hedging relationshipand whether it has been designated and qualifies as part of a hedgingrelationship. For those derivative instruments that are designated and qualifyas hedging instruments, a company must designate the hedging instrument, basedupon the exposure being hedged, as a fair value hedge, cash flow hedge or ahedge of net investment in a foreign operation. For derivative instruments thatare designated and qualify as a fair value hedge, the gain or loss on the derivativeinstrument as well as the offsetting gain or loss on the hedged itemattributable to the hedged risk are recognized in current earnings during theperiod of the change in fair values. For derivative instruments that aredesignated and qualify as a cash flow hedge, the effective portion of the gainor loss on the derivative instrument is reported as a component of othercomprehensive income and reclassified into earnings in the same period orperiods during which the hedged transaction affects earnings. The remaininggain or loss on the derivative instrument, if any, is recognized in currentearnings during the period of change. For derivative instruments that aredesignated and qualify as a hedge of a net investment in a foreign operation,the gain or loss is reported in other comprehensive income as part of thecumulative translation adjustment to the extent it is effective. For derivativeinstruments not designated as hedging instruments, the gain or loss isrecognized in current earnings during the period of change. Should an agreementbe terminated while the underlying remains outstanding, the gain or loss wouldbe deferred and amortized over the shorter of the remaining life of theunderlying or the agreement.

The Company usesderivative financial instruments primarily to reduce its exposure tofluctuations in interest rates and foreign exchange rates. When entered into,the Company formally designates and documents the financial instrument as ahedge of a specific underlying exposure, as well as the risk managementobjectives and strategies for undertaking the hedge transaction. The Companyformally assesses, both at the inception and at least quarterly thereafter,whether the financial instruments that are used in hedging transactions areeffective at offsetting changes in either the fair value or cash flows of therelated underlying exposures. 

41

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**2.Summary of Significant Accounting Policies: (Continued)**

Derivativesare recorded on the balance sheet at fair value in either other assets, otherliabilities or liability under financial derivatives. The earnings impactresulting from the derivative instruments is recorded in the same line itemwithin the statement of earnings as the underlying exposure being hedged. Theineffective portion of a financial instrument’s change in fair value isimmediately recognized in earnings as other income (expense).

**Stock Based Compensation**

As permitted by SFAS No. 123,“Accounting for Stock-Based Compensation”, as amended by SFAS No. 148, theCompany has elected to apply APB No. 25, “Accounting for Stock Issued toEmployees” and related interpretations in accounting for stock options issuedunder its equity compensation plan, as described in Note 10. Had compensationexpense related to these stock options been determined based upon the fairvalue method under SFAS No. 123, net income would have been impacted asfollows:
| ** **              | ** **                                                                                           | **Successor**         | ** ** | **Predecessor**       | ** ** |
|-------------------------|------------------------------------------------------------------------------------------------------|-----------------------|------------|-----------------------|------------|
| ** **              | ** **                                                                                           | ** **            | ** ** | **Seven months** | ** ** | **Five months** | ** ** | ** ** | ** ** |
| ** **              | ** **                                                                                           | **Year ended**   | ** ** | **ended**             | ** ** | **ended** | ** ** | **Year ended** | ** ** |
| ** **              | ** **                                                                                           | **December 31,** | ** ** | **December 26,** | ** ** | **May 23,** | ** ** | **December 27,** | ** ** |
| ** **              | ** **                                                                                           | **2004**              | ** ** | **2003**              | ** ** | **2003** | ** ** | **2002** | ** ** |
| Net income, as reported |                                                                                                 |                  | $          | 43,794                |       |   |   | $ | 14,756 |   |   |   | $ | 6,892 |   |   |   | $ | 19,857 |   |   |
| Add:                    | Stock-based  employee compensation cost included in reported net income, net of related  tax effects |                  |       | —                |       |   |   | 143 |   |   |   | — |   |   |   | — |   |   |
| Less:                   | Total stock-based  employee compensation expense determined under fair value method             |                  |       | (189                  | )          |   |   | (250 | ) |   |   | — |   |   |   | — |   |   |
| Pro forma net  income   |                                                                                                 |                  | $          | 43,605                |       |   |   | $ | 14,649 |   |   |   | $ | 6,892 |   |   |   | $ | 19,857 |   |   |

 

The fair value of eachoption was estimated using the Black-Scholes option-pricing model using a riskfree interest rate of 3.20%, an expected option life of 5 years, no volatilityand no dividends.

**Revenue Recognition**

The Company recognizes revenue when persuasiveevidence of an agreement exists, delivery has occurred, the Company’s price tothe buyer is fixed and determinable and collectibility is reasonably assured.Delivery is not considered to have occurred until the customer takes title andassumes the risks and rewards of ownership.The timing of revenue recognition is largely dependant on shipping terms.Revenue is recognized at the time of shipment for terms designated f.o.b.shipping point. Revenue is recognized upon delivery to the customer’s deliverysite for terms designated f.o.b. destination.

The Company provideswarranties on certain products. The warranty periods differ depending on theproduct, but generally range from one year to limited lifetime warranties. TheCompany provides accruals for warranties based on historical experience andexpectations of future occurrence.

42

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**2. Summary of SignificantAccounting Policies: (Continued)**

**Shipping andHandling Costs**

The Company classifies allshipping and handling charges as cost of goods sold.

**Translation ofForeign Currencies**

Assets and liabilities ofnon-U.S. subsidiaries are translated to U.S. Dollars at the rate of exchange ineffect on the balance sheet date; income and expenses are translated to U.S.Dollars at the weighted average rates of exchange prevailing during the year.Foreign currency gains and losses resulting from the remeasurement of amountsthat are not of a long-term investment nature into local currencies areincluded in other income (expense). Foreign currency gains and losses resultingfrom transactions in the ordinary course of business are recorded in sellingand general expenses. The foreign currency transaction gains and lossesrecorded in selling and general expenses were not significant for any periodpresented.

**Recent AccountingPronouncements**

In December 2003, the FASB issued Interpretation No. 46(revised December 2003), “Consolidation of Variable Interest Entities”, orFIN 46, which addresses consolidation of variable interest entities. FIN 46requires a variable interest entity to be consolidated by a parent company ifthat company is subject to a majority of the risk of loss from the variableinterest entity’s activities or entitled to receive a majority of the entity’sresidual returns or both. A variable interest entity is a corporation,partnership, trust or any other legal structure used for business purposes thateither does not have equity investors with voting rights or has equityinvestors that do not provide sufficient financial resources for the entity tosupport its activities. Theconsolidation requirements of FIN 46 applied immediately to variable interestentities that were considered special-purpose entities. The Company determinedthat it does not have any relationships or arrangements with special purposeentities. These requirements were applicable in the first reporting periodafter March 15, 2004 for all other types of variable interest entities.The adoption of FIN 46 did not have an impact on the Company’s financialposition or results of operations in fiscal year 2004.

In December 2003, the FASB issued Statement No. 132(revised 2003), “Employers’ Disclosures about Pensions and Other PostRetirement Benefits”, or SFAS No. 132 (revised 2003). SFAS No. 132(revised 2003) requires additional disclosures to those in the originalStatement No. 132 about the assets, obligations, cash flows and netperiodic cost of defined benefit plans and other defined benefit postretirementplans. The Company’s disclosures in Note 13 incorporate the additionaldisclosures required by SFAS No. 132 (revised 2003).

In October 2004, the American Jobs Creation Actof 2004 (the “Jobs Creation Act”) was signed into law. The Jobs Creation Actincludes a temporary incentive for U.S. multinationals to repatriate foreignearnings at an effective 5.25 percent tax rate. Such repatriations must occurin either an enterprise’s last tax year that began before the enactment date,or the first tax year that begins during the one-year period beginning on thedate of enactment.

FASB Staff Position 109-2, “Accounting and DisclosureGuidance for the Foreign Earnings Repatriation Provision within the AmericanJobs Creation Act of 2004” (“FSP 109-2”), indicates that the lack ofclarification of certain provisions within the Jobs Creation Act and the timingof the enactment 

43

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**2.Summary of Significant Accounting Policies: (Continued)**

necessitatea practical exception to the SFAS No. 109, “Accounting for Income Taxes,”(“SFAS No. 109”) requirement to reflect in the period of enactment theeffect of a new tax law. Accordingly, an enterprise is allowed time beyond thefinancial reporting period of enactment to evaluate the effect of the JobsCreation Act on its plan for reinvestment or repatriation of foreign earnings.FSP 109-2 requires that the provisions of SFAS No. 109 be applied as anenterprise decides on its plan for reinvestment or repatriation of itsunremitted foreign earnings. As discussed in Note 11, the Company iscurrently evaluating the details of the Jobs Creation Act and, the impact, ifany, it may have on the Company’s income tax expense in 2005.

In November 2004,the FASB issued SFAS No. 151, “Inventory Costs, an amendment of AccountingResearch Bulletin No. 43, Chapter 4.” SFAS No. 151 requires thatabnormal amounts of idle facility expense, freight, handling costs and wastedmaterials (spoilage) be recorded as current period charges and that theallocation of fixed production overheads to inventory be based on the normalcapacity of the production facilities. SFAS No. 151 is effective for theCompany on December 31, 2006. The Company does not believe that theadoption of SFAS No. 151 will have a material impact on the consolidatedfinancial statements.

In December 2004,the FASB issued SFAS No. 123 (revised 2004), “Share Based Payment” (“SFAS No. 123(R)”).SFAS No. 123(R) supercedes APB Opinion No. 25, “Accounting forStock Issued to Employees,” and amends SFAS No. 95, “Statement of CashFlows.” Generally, the approach in SFAS No. 123(R) is similar to theapproach described in SFAS No. 123. SFAS No. 123(R) must beadopted by June 25, 2005. Currently, the Company has elected to use theintrinsic value method permitted by APB 25 to value stock awards issued underequity compensation programs. The Company is evaluating option valuationmodels, including the Black-Scholes formula, to determine which model theCompany will utilize upon adoption of SFAS No. 123(R). The Company plansto adopt SFAS No. 123(R) using the modified-prospective method. TheCompany does not anticipate that adoption of SFAS No. 123(R) willhave a material impact on the Company’s stock-based compensation expense.

**3. 2003 Stock Transaction:**

On April 15, 2003,Citigroup Venture Capital Equity Partners, L.P. (“CVCEP”), and CitigroupVenture Capital Ltd. (“CVC”), entered into a definitive purchase agreement withCVC European Equity Partners, L.P. and CVC European Equity Partners (Jersey),L.P. (collectively “CVC Europe”), BNP Paribas, independent directors andcertain members of management to purchase, for approximately $106.0 million,all of the shares of the Company held by CVC Europe and BNP Paribas, and aportion of the shares held by independent directors and management, (“2003Stock Transaction”). The 2003 Stock Transaction was completed on June 12,2003, with CVCEP purchasing 265,762.48 shares of the Company’s Class Acommon stock. For accounting purposes, the Company has used May 23, 2003,its May month-end, as the transaction date. After the completion of thistransaction CVCEP and CVC collectively owned approximately 88.5% of the issuedand outstanding shares of the Company, with management of CVCEP and directorsand management of the Company holding the remaining shares. Prior to the 2003Stock Transaction, CVC owned approximately 34.5% of the issued and outstandingshares of the Company. CVCEP is ultimately controlled by Citigroup, Inc.through limited and general partnership interests owned by its subsidiaries.CVC Europe is a group of limited partnerships in which Citigroup, Inc.owns a minority interest, but does not have management rights or controlrights.

44

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**3. 2003Stock Transaction: (Continued)**

The change in ownership,together with the Company’s subsequent issuance of senior subordinated notes,required that the purchase price paid in excess of the book value of theCompany’s equity acquired be allocated under the purchase method of accountingto the assets and liabilities of the Company based upon a percentage of theirfair values proportional to the percentage of the ownership change. Thepreliminary allocation was based upon estimates by management of the fairmarket values of identifiable assets and liabilities, with the remainderallocated to goodwill. The liabilities assumed included approximately $3.8million of fees related to the transaction, which were paid by the Company onbehalf of its shareholders. During the second quarter of 2004, the Companyfinalized its estimates of the fair market values of its property, plant andequipment and intangible assets as of the transaction date. The Company revisedits preliminary allocation based upon this final valuation. The preliminary andfinal allocation of the purchase price is detailed below. The increase in basisresulting from this transaction is not deductible for income tax purposes.
| Purchase price                 |   | $      | 105,981 |   |
|--------------------------------|--------|--------|---------|--------|
| Less: Company  equity acquired |   | 53,628 |    |
| Increase in basis              |   | $      | 52,353  |   |

 
| ** **                                                                         | ** ** | **Preliminary  Allocation** | ** ** | **Final  Allocation** | ** ** |
|------------------------------------------------------------------------------------|------------|-----------------------------|------------|-----------------------|------------|
| Record fair value  of inventories                                                  |       |                        | $          | 4,000                 |       |   | $ | 4,000 |   |
| Record fair value  of property, plant and equipment                                |       |                        | 16,000     |                  |       | 28,112 |   |
| Record fair value  of senior subordinated notes                                    |       |                        | (2,040     | )                     |       | (2,040 | ) |
| Record fair value  of deferred financing fees                                      |       |                        | (1,000     | )                     |       | (1,000 | ) |
| Record fair value  of patent (15 year life)                                        |       |                        | 2,500      |                  |       | 714 |   |
| Record fair value  of customer relationships (12 year life)                        |       |                        | —     |                  |       | 42,869 |   |
| Transaction fees                                                                   |       |                        | (3,835     | )                     |       | (3,835 | ) |
| Record income  taxes for effect of step-up in basis of assets and transaction fees |       |                        | (6,270     | )                     |       | (26,050 | ) |
| Increase to  goodwill, net                                                         |       |                        | 42,998     |                  |       | 9,583 |   |
|                                                                               |       |                        | $          | 52,353                |       |   | $ | 52,353 |   |

 

Adjustments toreflect changes from the preliminary allocation to the final allocation wererecorded in the second quarter of 2004. Such adjustments included recording$5.8 million of amortization of the customer relationship intangible asset anda $5.7 million reduction of depreciation expense. The reduction in depreciationexpense resulted from differences in the fair values and remaining useful livesof property, plant and equipment between the preliminary and final estimates.Such adjustments did not have a material affect on the Company’s financialposition or results of operations.

The following unauditedpro-forma information presents the results of operations of the Company as ifthe 2003 Stock Transaction had occurred as of the beginning of the periodpresented. The pro-forma information is not necessarily indicative of what wouldhave occurred had the 2003 Stock Transaction been completed at that time, noris it indicative of future results of operations. The pro-forma amounts giveeffect to appropriate adjustments for the fair value of the assets acquired,liabilities assumed, amortization 

45

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**3. 2003Stock Transaction: (Continued)**

of property, plant and equipment, intangibles andrestricted stock, incurrence of the advisory fees owed to CVC Management andincome taxes.
| ** **             | ** ** | **Year ended  December 31,  2004** | ** ** | **Seven months  ended  December 26,  2003** | ** ** | **Five months  ended  May 23,  2003** | ** ** | **Year ended  December 27,  2002** | ** ** |
|------------------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|-------------------------------------------------|------------|----------------------------------------------|------------|
| Pro-forma net  sales   |       |                                         | $          | 964,827                                               |       |                                            |       | $                                            | 483,688    |   |   |   | $ | 260,615 |   |   |   | $ | 639,149 |   |   |
| Pro-forma net earnings |       |                                         | 43,794     |                                                  |       |                                            | 14,936     |                                         |       |   | 6,421 |   |   |   | 18,172 |   |   |

 

**4. Acquisitions:**

On November 18, 2003,pursuant to a tender offer, Amerimax Pennsylvania, Inc., a wholly ownedsubsidiary of Euramax, acquired 93% of Berger Holdings’ outstanding commonshares for $3.90 per share. The acquisition of Berger Holdings was completed onNovember 25, 2003 by the merger of Amerimax Pennsylvania, Inc. intoBerger Holdings, with Berger Holdings as the surviving corporation. As a resultof the merger, each common share of Berger Holdings not owned by Euramax wasconverted into the right to receive $3.90 per share in cash. The total purchaseprice of this acquisition was approximately $36.8 million. The Companypreliminarily allocated the purchase price in excess of the net assets acquiredto Berger Holdings’ assets and liabilities under the purchase method ofaccounting based on estimates by management of fair market values ofidentifiable assets and liabilities, with the remainder allocated to goodwill.During the second quarter of 2004, the Company revised the allocation of thepurchase price to reflect final asset and liability valuations. The adjustmentsto record the final asset and liability valuations did not have a materialaffect on the Company’s financial position or its results of operations. BergerHoldings manufactures metal roof drainage products and roofing accessories aswell as residential and commercial snow guards and is included in the Company’sU.S. Fabrication Roof Drainage segment. The results of operations of BergerHoldings are included in the Company’s consolidated statement of earnings fromthe acquisition date.

**5. Inventories:**

Inventorieswere comprised of:
| ** **               | ** ** | **Successor**         | ** ** |
|--------------------------|------------|-----------------------|------------|
| ** **               | ** ** | **December 31,** | ** ** | **December 26,** | ** ** |
| ** **               | ** ** | **2004**              | ** ** | **2003** | ** ** |
| Aluminum and  steel coil |       |                  | $          | 91,431 |   |   |   | $ | 55,487 |   |   |
| Raw materials            |       |                  | 22,553     |   |   |   | 18,578 |   |   |
| Work in process          |       |                  | 2,617      |   |   |   | 2,402 |   |   |
| Finished products        |       |                  | 17,679     |   |   |   | 13,076 |   |   |
|                     |       |                  | $          | 134,280 |   |   |   | $ | 89,543 |   |   |

 

46

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

The Company has disclosedaluminum and steel coil separately, as it represents inventory that can beclassified as raw material, work in process or finished product. Aluminum andsteel coil represent both painted and bare coil. Inventories are net of relatedreserves totaling $3,231 at December 31, 2004 and $3,581 at December 26,2003.

**6. Property, Plant and Equipment:**

Componentsof property, plant and equipment were as follows:
| ** **                     | ** ** | **Successor**         | ** ** |
|--------------------------------|------------|-----------------------|------------|
| ** **                     | ** ** | **December 31,** | ** ** | **December 26,** | ** ** |
| ** **                     | ** ** | **2004**              | ** ** | **2003** | ** ** |
| Land and improvements          |       |                  | $          | 19,829 |   |   |   | $ | 12,205 |   |   |
| Buildings                      |       |                  | 57,875     |   |   |   | 54,870 |   |   |
| Machinery and  equipment       |       |                  | 137,282    |   |   |   | 116,864 |   |   |
|                           |       |                  | 214,986    |   |   |   | 183,939 |   |   |
| Less accumulated  depreciation |       |                  | (57,456    | ) |   |   | (44,463 | ) |   |
|                           |       |                  | 157,530    |   |   |   | 139,476 |   |   |
| Construction in  progress      |       |                  | 3,758      |   |   |   | 1,961 |   |   |
|                           |       |                  | $          | 161,288 |   |   |   | $ | 141,437 |   |   |

 

Depreciation expense was$11.8 million, $6.2 million, $10.5 million, and $13.8 million for the yearended December 31, 2004, the five months ended May 23, 2003, theseven months ended December 26, 2003, and the year ended December 27,2002, respectively.

**7. Goodwill and Intangible Assets:**

During the second quarter of 2004, the Companyfinalized its estimates of the fair market values of its property, plant andequipment and intangible assets resulting from the 2003 Stock Transaction, asdescribed in Note 3, and the acquisition of Berger Holdings, as described inNote 4.

47

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**7.Goodwill and Intangible Assets: (Continued)**

Thefollowing table reflects goodwill balances and activity by reportable segmentfor the years ended December 31, 2004 and December 26, 2003:
| ** **                                                                  | ** ** | **U.S. Fabrication** | ** ** | **U.S. Fabrication** | ** ** | ** European ** | ** ** | ** **      | ** ** | ** ** | ** ** |
|-----------------------------------------------------------------------------|------------|---------------------------|------------|---------------------------|------------|--------------------------|------------|-----------------|------------|------------|------------|
| ** **                                                                  | ** ** | **Roof**                  | ** ** | **Building**              | ** ** | **Roll**                 | ** ** | **European**    | ** ** | ** ** | ** ** |
| ** **                                                                  | ** ** | **Drainage**              | ** ** | **Materials**             | ** ** | **Coating**              | ** ** | **Fabrication** | ** ** | **Total**  | ** ** |
| Predecessor  balance at December 27, 2002                              |       |                      | $          | 49,585                    |       |                     |       | $               | 35,930     |       |       |   | $ | 19,387 |   |   |   | $ | 5,897 |   |   | $ | 110,799 |   |
| 2003 Stock Transaction                                                      |       |                      | 10,682     |                      |       |                     | 13,971     |            |       |       | 13,296     |   |   |   | 5,049 |   |   | 42,998 |   |
| Berger Holdings acquisition                                                 |       |                      | 18,674     |                      |       |                     | —     |            |       |       | —     |   |   |   | — |   |   | 18,674 |   |
| Foreign exchange translation                                                |       |                      | —     |                      |       |                     | —     |            |       |       | 4,286      |   |   |   | 1,023 |   |   | 5,309 |   |
| Other                                                                       |       |                      | (462       | )                         |       |                     | (924       | )               |       |       | —     |   |   |   | — |   |   | (1,386 | ) |
| Successor balance  at December 26, 2003                                |       |                      | 78,479     |                      |       |                     | 48,977     |            |       |       | 36,969     |   |   |   | 11,969 |   |   | 176,394 |   |
| Adjustment for final allocation relating to the 2003  Stock Transaction     |       |                      | (11,587    | )                         |       |                     | (15,592    | )               |       |       | (6,693     | ) |   |   | 457 |   |   | (33,415 | ) |
| Adjustment for final allocation relating to acquisition  of Berger Holdings |       |                      | (4,838     | )                         |       |                     | —     |            |       |       | —     |   |   |   | — |   |   | (4,838 | ) |
| Foreign exchange translation                                                |       |                      | —     |                      |       |                     | —     |            |       |       | 2,503      |   |   |   | 1,003 |   |   | 3,506 |   |
| Other                                                                       |       |                      | —     |                      |       |                     | (1,164     | )               |       |       | —     |   |   |   | — |   |   | (1,164 | ) |
| Successor balance at  December 31, 2004                                |       |                      | $          | 62,054                    |       |                     |       | $               | 32,221     |       |       |   | $ | 32,779 |   |   |   | $ | 13,429 |   |   | $ | 140,483 |   |

 

Intangible assets consisted of the following:
| ** **                                      | ** ** | **Successor**                                   | ** ** |
|-------------------------------------------------|------------|-------------------------------------------------|------------|
| ** **                                      | ** ** | **As of December 31, 2004** | ** ** | **As of December 26, 2003** | ** ** |
| ** **                                      | ** ** | **Gross Carrying**                         | ** ** | **Accumulated** | ** ** | **Net Carrying** | ** ** | **Gross Carrying** | ** ** | **Accumulated** | ** ** | **Net Carrying** | ** ** |
| ** **                                      | ** ** | **Amount**                                      | ** ** | **Amortization** | ** ** | **Amount** | ** ** | **Amount** | ** ** | **Amortization** | ** ** | **Amount** | ** ** |
| Intangible assets  subject to amortization:     |       |                                            |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Customer Relationships                     |       |                                            | $          | 50,518 |   |   |   | $ | (9,216 | ) |   |   | $ | 41,302 |   |   |   | $ | — |   |   |   | $ | — |   |   |   | $ | — |   |   |
| Patents                                         |       |                                            | 1,407      |   |   |   | (162 | ) |   |   | 1,245 |   |   |   | 2,882 |   |   |   | (104 | ) |   |   | 2,778 |   |   |
| Non-compete agreements                          |       |                                            | 1,390      |   |   |   | (550 | ) |   |   | 840 |   |   |   | 1,390 |   |   |   | (401 | ) |   |   | 989 |   |   |
|                                            |       |                                            | 53,315     |   |   |   | (9,928 | ) |   |   | 43,387 |   |   |   | 4,272 |   |   |   | (505 | ) |   |   | 3,767 |   |   |
| Intangible assets not  subject to amortization: |       |                                            |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Trade name                                      |       |                                            | 2,300      |   |   |   | — |   |   |   | 2,300 |   |   |   | — |   |   |   | — |   |   |   | — |   |   |
| Total intangible assets                         |       |                                            | $          | 55,615 |   |   |   | $ | (9,928 | ) |   |   | $ | 45,687 |   |   |   | $ | 4,272 |   |   |   | $ | (505 | ) |   |   | $ | 3,767 |   |   |

 

48

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**7.Goodwill and Intangible Assets: (Continued)**

The aggregate amortizationexpense for intangible assets for the year ended December 31, 2004, theseven months ended December 26, 2003, and the five months ended May 23,2003 was $9.2 million, $0.2 million and $0.1 million, respectively. The averageuseful lives of the Company’s customer relationships, patents and non-competeagreements are 12 years, 15 years and 9 years, respectively. Based on thecarrying value of identified intangible assets recorded at December 31,2004, and assuming no subsequent impairment of the underlying assets, theaggregate annual amortization expense for the next five years is expected to beas follows:
| ** ** | ** ** | **Amortization of ** | ** ** |
|------------|------------|--------------------------------|------------|
| **Year**   | ** ** | ** **                     | ** ** | **Intangible Assets** | ** ** |
| 2005       |       |                           | $          | 5,878 |   |   |
| 2006       |       |                           | 5,403      |   |   |
| 2007       |       |                           | 4,879      |   |   |
| 2008       |       |                           | 4,472      |   |   |
| 2009       |       |                           | 4,088      |   |   |
|            |            |                                |            |  |  |  |  |  |

 

**8. Long-Term Obligations:**

Long-termobligations consisted of the following:
| ** **                               | ** ** | **Successor**         | ** ** |
|------------------------------------------|------------|-----------------------|------------|
| ** **                               | ** ** | **December 31,** | ** ** | **December 26,** | ** ** |
| ** **                               | ** ** | **2004**              | ** ** | **2003** | ** ** |
| Senior Secured  Credit Facility:         |       |                  |       |   |   |   |   |   |   |
| Revolving Credit Facility                |       |                  | $          | 50,095 |   |   |   | $ | — |   |   |
| Term Loan                                |       |                  | 31,977     |   |   |   | 36,559 |   |   |
| 8.5% Senior  Subordinated Notes due 2011 |       |                  | 200,000    |   |   |   | 200,000 |   |   |
| Mortgage Note  Payable                   |       |                  | 2,081      |   |   |   | 2,252 |   |   |
| Capital Lease  Obligations               |       |                  | 218        |   |   |   | 483 |   |   |
|                                     |       |                  | 284,371    |   |   |   | 239,294 |   |   |
| Less current  maturities                 |       |                  | (8,285     | ) |   |   | (7,487 | ) |   |
|                                     |       |                  | $          | 276,086 |   |   |   | $ | 231,807 |   |   |

 

The Company’s senior secured credit facility includesa $110.0 million revolving credit facility and a $35.0 million term loan. Theinterest rates applicable to the loans under the amended and restated seniorsecured credit facility are based upon a Base Rate or Eurocurrency Rate (bothas defined in the amended and restated senior secured credit facility), plustheir respective margins. The Company’s amended and restated senior securedcredit facility provides for variable rate margins, determined quarterly, basedupon the Company’s ratio of EBITDA (as defined in the amended and restatedsenior secured credit facility) to total debt. The maximum and minimum BaseRate margins are 2.00% and 1.00%, respectively, on the revolving creditfacility. The maximum and minimum Eurocurrency Rate margins are 3.00% and 2.25%,respectively, on the revolving credit facility, and 3.25% and 2.50%,respectively, on the term loan. The Company is subject to a commitment fee on aquarterly basis equal to 0.375% of the unused portion of the revolving creditfacility. At December 31, 2004, the interest rate payable under theamended and restated 

49

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**8.Long-Term Obligations: (Continued)**

senior secured creditfacility averaged 5.7%, compared to 6.6% at December 26, 2003. Loans underthe amended and restated senior secured credit facility are made, at theelection of the Company, in U.S. Dollars, Euros or British Pounds.Borrowings are repaid in the currency in which the loan is made. Outstandingloans under the amended and restated senior secured credit facility are to berepaid by October 8, 2008. Substantially all assets of the Company arepledged as collateral against the borrowings under the amended and restatedsenior secured credit facility.

The amended and restated senior secured creditfacility contains certain covenants and restrictions on the Company’s actions,including certain restrictions on the payment of cash dividends. In addition,the amended and restated senior secured credit facility requires the Company tomeet certain financial tests, including a fixed charge coverage ratio, minimuminterest coverage ratio, maximum leverage ratio and maximum amounts of capitalexpenditures.

As of December 31, 2004, an undrawn amount of$59.9 million was available under the revolving credit facility. During 2004,borrowings under the senior secured credit facility increased $45.5 million, ofwhich $6.2 million was due to fluctuations in foreign exchange rates. In 2003,borrowings under the senior secured credit facility increased $3.0 million dueto fluctuations in foreign exchange rates, offset by repayments of $15.1million.

OnAugust 6, 2003, Euramax International, Inc. and Euramax InternationalHoldings B.V. issued $200.0 million 8.50% senior subordinated notes due 2011(the “8.50% Notes”). Euramax International, Inc. and Euramax InternationalHoldings, B.V., a Netherlands holding company, are each co-obligors on the8.50% Notes. Each of Euramax International, Inc.’s U.S. subsidiaries areguarantors of the 8.50% Notes. The 8.50% Notes mature on August 15, 2011.Interest on the 8.50% Notes is payable semi-annually in arrears onFebruary 15 and August 15 of each year. The 8.50% Notes may beredeemed at the option of the Company, in whole or in part, under theconditions as specified in the indenture plus accrued and unpaid interest tothe redemption date, at the following redemption prices if redeemed during the12-month period beginning August 15 of the years indicated:
| **Year**            | ** ** | ** ** | ** ** | **Percentage** | ** ** |
|---------------------|------------|------------|------------|----------------|------------|
| 2007                |       |       | 104.250    | %              |       |
| 2008                |       |       | 102.125    | %              |       |
| 2009 and thereafter |       |       | 100.000    | %              |       |

 

Additionally, at any time on or before August 15,2006, the issuers may redeem up to 35% of the aggregate principal amount of the8.50% Notes with the proceeds of qualified equity offerings at a redemptionprice equal to 108.5% of the principal amount plus accrued and unpaid interest.Upon a change of control, the Company may be required to offer to purchase the8.50% Notes at a purchase price equal to 101% of the principal amount plusaccrued and unpaid interest. However, the senior secured credit facility limitsthe amount of 8.50% Notes the Company can purchase prior to repayment of theborrowings under the senior secured credit facility.

The 8.50% Notes are unsecured obligations and areeffectively subordinated to all existing and future secured debt of theCompany, including all of the obligations under the senior secured creditfacility, and all liabilities of the co-obligors non-U.S. subsidiaries.

50

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**8. Long-TermObligations: (Continued)**

The indenture to the 8.50% Notes contains certaincovenants that limit the Company’s ability to, among other things: incurindebtedness; make certain restricted payments; pay certain dividends, makecertain distributions, make loans and transfer property; incur liens; issue orsell capital stock; enter into transactions with affiliates; and consolidate,merge or sell all or substantially all of the Company’s assets.

As required under a registration rights agreement executedas part of the offering of the 8.50% Notes, the Company commenced an offer toexchange the 8.50% Notes for new notes (“New Notes”), with terms substantiallyidentical to the 8.50% Notes, except the New Notes are registered under theSecurities Act of 1933 and the transfer restrictions and registration rightsapplicable to the 8.50% Notes do not apply to the New Notes. The Securities andExchange Commission deemed the Company’s registration statement on Form S-4relating to the offer to exchange the 8.50% Notes for the New Notes effectiveon March 1, 2004. The offer to exchange the 8.50% Notes for the New Noteswas completed on March 29, 2004, once all of the outstanding 8.50% Noteswere exchanged for New Notes.

Berger Bros Company, a U.S. subsidiary of Euramax thatwas acquired on November 25, 2003, had $2.1 million outstanding under anote payable as of December 31, 2004. The note payable accrues interest ata rate of 7.25%. Principal and interest are paid monthly in equal installmentstotaling approximately $0.3 million annually, with final payment of theremaining outstanding principal due in June 2008. The note payable issecured by a mortgage of Berger Bros Company’s Feasterville, Pennsylvanialocation.

Futurematurities of long-term debt and capital lease obligations as of December 31,2004 are as follows:
| ** ** | ** ** | **Long-Term  Debt** | ** ** | **Capital  Lease** | ** ** | **Total** | ** ** |
|------------|------------|---------------------|------------|--------------------|------------|-----------|------------|
| 2005       |       | $                   | 8,107      |               |       | $         | 178        |   |   | $ | 8,285 |   |
| 2006       |       | 8,121               |       |               | 29         |      |       | 8,150 |   |
| 2007       |       | 6,155               |       |               | 11         |      |       | 6,166 |   |
| 2008       |       | 60,512              |       |               | —     |      |       | 60,512 |   |
| 2009       |       | 245                 |       |               | —     |      |       | 245 |   |
| Thereafter |       | 201,013             |       |               | —     |      |       | 201,013 |   |
|       |       | $                   | 284,153    |               |       | $         | 218        |   |   | $ | 284,371 |   |

 

**9. Financial Instruments:**

In connection with the Company’s risk managementstrategy, the Company enters into currency agreements and interest rateagreements for other than trading purposes with major financial institutions toreduce the impact of exchange rate and/or interest rate fluctuations related todebt payments.

In March 2004, the Company entered into threeEuro swaps (the “Euro Swaps”) with substantially equivalent terms. The terms ofthe Euro Swaps expire on August 15, 2011, and require the Company to payapproximately 49.3 million Euros with semi-annual payments at a weightedaverage interest rate of 8.81% in exchange for $60.0 million with semi-annualinterest payments of 8.5%. The Euro Swaps were designated as cash flow hedgesthat effectively converted $60.0 million of the 8.5% Notes on the books of aNetherlands subsidiary into a fixed-rate Euro loan, which is expected to reducethe impact of foreign 

51

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**9.Financial Instruments: (Continued)**

exchangerate changes on the principal and interest payments on the loan. Theeffectiveness of the Euro Swaps is being assessed using the hypotheticalderivative method, which compares the change in the fair value of the EuroSwaps to the change in the value of a hypothetical derivative with terms thatexactly match the critical terms of the foreign-currency denominated loan. TheEuro Swaps were deemed to have no ineffectiveness in the year ended December 31,2004. In the year ended December 31, 2004, $5.5 million in losses on theEuro Swaps were reclassified from Other Comprehensive Income (“OCI”) to otherexpense to offset gains recorded on the underlying debt being hedged. Theamount to be reclassified into other income (expense) in 2005 is dependent uponthe rate of exchange between the U.S. Dollar and Euro, and thus is notdeterminable at this time; however, the amount to be reclassified from OCI intoother income (expense) will be equivalent to the gain or loss on the underlyingdebt. As of December 31, 2004, the Company had recorded a liability inother liabilities for the fair value of the Euro Swaps of $13.8 million.

In February 2002, the Company entered into aBritish Pound cross-currency swap agreement, or the British Pound Swap. Theterms of the British Pound Swap expire on June 30, 2005, and require theCompany to pay 19.0 million British Pounds with semi-annual interest paymentsat 12.63% in exchange for $27.2 million with semi-annual interest payments at11.25%. The British Pound Swap was designated as a cash flow hedge thateffectively converted $27.2 million of senior subordinated notes recorded onthe books of a U.K. subsidiary into a fixed-rate British Pound loan, whichreduced the impact of foreign exchange rate changes on the principal andinterest payments on the loan. On August 8, 2003, the Company used theproceeds from the issuance of the 8.50% Notes to repay the portion of thesenior subordinated notes that were hedged by the British Pound Swap. As aresult of this repayment, the British Pound Swap became an ineffective hedgeand no longer qualified for hedge accounting. The balance related to theBritish Pound Swap remaining in other comprehensive income at the time itbecame an ineffective hedge was not significant. Changes in fair market valueon the British Pound Swap subsequent to it becoming an ineffective hedge arerecognized in current earnings during the period of change. During the yearended December 31, 2004 the loss recognized in other expense related tothe ineffectiveness of the British Pound Swap was $3.3 million. As of December 31,2004, the Company had recorded a liability in current liabilities for the fairvalue of the British Pound Swap of $9.9 million.

52

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**9.Financial Instruments: (Continued)**

The following tablesummarizes activity in OCI related to derivatives held by the Company:
| ** **                                                            | ** ** | **Before-Tax   Gains (Losses)** | ** ** | **Income  Tax** | ** ** | **After-Tax  Gains (Losses)** | ** ** |
|-----------------------------------------------------------------------|------------|-------------------------------------------|------------|-----------------|------------|------------------------------------|------------|
| Accumulated  derivative net losses at December 28, 2001          |       |                                      | $          | (661            | )          |                               | $          | 296 |   |   | $ | (365 | ) |   |
| **Predecessor year ended  December 27, 2002**                    |       |                                      |       |            |       |                               |       |   |   |   |   |
| Net changes in  fair value of derivatives                             |       |                                      | (3,582     | )               |       | 1,145                              |       |   | (2,437 | ) |   |
| Net losses  reclassified from OCI into earnings                       |       |                                      | 3,253      |            |       | (1,046                             | )          |   | 2,207 |   |   |
| Accumulated  derivative net losses at December 27, 2002          |       |                                      | (990       | )               |       | 395                                |       |   | (595 | ) |   |
| **Predecessor five months ended  May 23, 2003**                  |       |                                      |       |            |       |                               |       |   |   |   |   |
| Net changes in  fair value of derivatives                             |       |                                      | (455       | )               |       | 131                                |       |   | (324 | ) |   |
| Net losses  reclassified from OCI into earnings                       |       |                                      | 645        |            |       | (221                               | )          |   | 424 |   |   |
| Accumulated  derivative net losses at May 23, 2003               |       |                                      | (800       | )               |       | 305                                |       |   | (495 | ) |   |
| **Successor seven months ended  December 26, 2003**              |       |                                      |       |            |       |                               |       |   |   |   |   |
| Purchase  accounting adjustment related to the 2003 Stock Transaction |       |                                      | 800        |            |       | (305                               | )          |   | 495 |   |   |
| Net changes in  fair value of derivatives                             |       |                                      | 748        |            |       | (241                               | )          |   | 507 |   |   |
| Net gains  reclassified from OCI into earnings                        |       |                                      | (624       | )               |       | 192                                |       |   | (432 | ) |   |
| Accumulated  derivative net gains at December 26, 2003           |       |                                      | 124        |            |       | (49                                | )          |   | 75 |   |   |
| **Successor year ended  December 31, 2004**                      |       |                                      |       |            |       |                               |       |   |   |   |   |
| Net changes in  fair value of derivatives                             |       |                                      | (13,143    | )               |       | 4,535                              |       |   | (8,608 | ) |   |
| Net losses  reclassified from OCI into earnings                       |       |                                      | 5,522      |            |       | (1,923                             | )          |   | 3,599 |   |   |
| Accumulated derivative  net losses at December 31, 2004          |       |                                      | $          | (7,497          | )          |                               | $          | 2,563 |   |   | $ | (4,934 | ) |   |

 

The Company would be exposed to credit-related lossesin the event of nonperformance by the counterparties that issued the currencyagreements. The Company does not expect that counterparties to the currencyagreements will fail to meet their obligations, given their high creditratings. The Company generally does not require collateral on derivativeinstruments due to the credit rating of its counterparties; however, theCompany provides collateral when required by its counterparties.

The fair value of the Company’s long-term debt isestimated based on the current rates offered to the Company for debt of similarterms except for the 8.50% Notes, which are measured at the quoted market rate.The fair value of the 8.50% Notes was $213.0 million at December 31, 2004.The fair value of other long-term debt approximates their carrying value at December 31,2004.

The Company’s financial instruments that are exposedto concentrations of credit risk consist primarily of cash and cash equivalentsand trade accounts receivable. The fair value of these financial instrumentsapproximates book value at December 31, 2004 and December 26, 2003.The Company places its cash****and cashequivalents with high credit quality institutions. At times, such investmentsmay be in excess of the Federal Deposit Insurance Corporation insurance limit;however, the Company believes that its credit risk exposure is not significantdue to the high credit quality of the institutions. The Company routinely assessesthe financial strength of its customers, and generally does not requirecollateral. Also, due to the large number of customers and the widely dispersedgeographic areas in which the Company’s 

53

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**9.Financial Instruments: (Continued)**

businessesoperate, the Company believes that its trade accounts receivable credit riskexposure is not significant; however, theCompany does provide for doubtful accounts based on historical experience andwhen current market conditions indicate that collection of an amount isdoubtful.

**10. Capital Structure:**

**Common Stock**

The Company has authorized 1,200,000 shares consistingof 600,000 shares of Class A common stock, par value of one dollar ($1.00)per share, and 600,000 shares of Class B common stock, par value of one dollar($1.00) per share. As of December 31, 2004, the Company had 500,019.91issued and 322,815.17 outstanding shares of Class A common stock. Exceptwith respect to voting rights, all shares of Class A and Class B commonstock are identical in all respects and entitle the holders thereof to the samerights, preferences and privileges, and are subject to the same qualifications,limitations and restrictions, all as described in the Company’s Certificate ofIncorporation. The senior secured credit facility contains certain restrictionson the payment of cash dividends. See Note 8 for additional discussion onthe senior secured credit facility.

The holders of Class Acommon stock are entitled to one vote per share on all matters voted on by theCompany’s stockholders, and the holders of Class B common stock aregenerally entitled to one vote per ten (10) shares held on any matters tobe voted on the by the Company’s stockholders, with exceptions as noted in theCompany’s Certificate of Incorporation. In addition, each share of Class Bcommon stock may be converted at any time into one share of Class A commonstock at the option of the holder.

**Stock Plans**

On June 12, 2003, the Company established anequity compensation program, known as the Euramax International, Inc. 2003Equity Compensation Plan, or 2003 Equity Plan, for the purpose of attractingand retaining valued employees. The 2003 Equity Plan was approved by the Boardof Directors and was not subject to shareholder approval. Under the 2003 EquityPlan, the Company has granted restricted shares of Class A common stockand granted options to purchase shares of Euramax International, Inc. Class Acommon stock to selected officers and other key employees. The Company hasreserved 35,719.6 shares of Class A common stock for issuance under the2003 Equity Plan.

The 2003 Equity Plan is administered by a committeedesignated by the Board of Directors. The committee has full authority to actin selecting the eligible employees to whom awards of options or restrictedstock may be granted. The committee determines the times at which such awardsof restricted stock or options may be granted, the terms and conditions ofawards that may be granted under the 2003 Equity Plan and the terms ofagreements which will be entered into with employees designated to participatein the 2003 Equity Plan. However, in no event may the exercise price of anynon-qualified options granted under the 2003 Equity Plan be less than the fairmarket value of the underlying shares on the date of grant.

54

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**10. Capital Structure:(Continued)**

The 2003 Equity Plan permits the committee to grantboth incentive stock options and non-qualified stock options, with all optionsgranted in connection with the 2003 Stock Transaction being non-qualified stockoptions. The committee may determine the number of options granted to eachparticipant, the exercise price of each option, the duration of options (not toexceed 10 years), vesting provisions and all other terms and conditions of suchoptions in individual option agreements. The non-qualified stock option grantagreements in effect on the date hereof provide that each participant will vestin 20% of the shares subject to the option grant on each anniversary of thedate of grant, until becoming 100% vested after 5 years. Non-qualified stockoption grant agreements under the 2003 Equity Plan provide that upontermination of employment with the Company, the exercise period for vestedoptions will generally be limited, except that vested options will be canceledimmediately upon a termination for cause. The non-qualified stock option grantagreements provide for the cancellation of all unvested options upontermination of employment with the Company. Under the 2003 Equity Plan, if anyoption shares subject to an outstanding option grant are forfeited or if theoption grant otherwise terminates without exercise, any of these forfeited orterminated option grant shares may be reissued at the discretion of thecommittee. In connection with the 2003 Stock Transaction the Company issued26,150 options to purchase shares of Class A common stock with an exerciseprice of $400.00 per share, which approximated fair value.

Informationwith respect to option activity under the 2003 Equity Plan is set forth below:
| ** **                           | ** ** | **Options  Outstanding** | ** ** | **Weighted  Average  Exercise  Price** | ** ** | **Shares  Exerciseable** | ** ** |
|--------------------------------------|------------|--------------------------|------------|----------------------------------------|------------|--------------------------|------------|
| **Balance,  December 27, 2002** |       |                     | —     |                                   |       | $                        | —     |   |   | — |   |   |
| Options granted                      |       |                     | 26,150     |                                   |       | 400.00                   |       |   |   |   |   |
| Options exercised                    |       |                     | —     |                                   |       | —                   |       |   |   |   |   |
| Options forfeited                    |       |                     | —     |                                   |       | —                   |       |   |   |   |   |
| Options expired                      |       |                     | —     |                                   |       | —                   |       |   |   |   |   |
| **Balance,  December 26, 2003** |       |                     | 26,150     |                                   |       | 400.00                   |       |   | — |   |   |
| Options granted                      |       |                     | —     |                                   |       | —                   |       |   |   |   |   |
| Options exercised                    |       |                     | —     |                                   |       | —                   |       |   |   |   |   |
| Options forfeited                    |       |                     | —     |                                   |       | —                   |       |   |   |   |   |
| Options expired                      |       |                     | —     |                                   |       | —                   |       |   |   |   |   |
| **Balance, December 31, 2004**  |       |                     | 26,150     |                                   |       | $                        | 400.00     |   |   | 5,230 |   |   |

 

The 2003 Equity Plan also permits the Company to grantparticipants restricted shares of Class A common stock. The committee willdetermine the number of shares of restricted stock granted to each participant,the period the restricted stock is unvested and subject to forfeiture and all otherterms and conditions applicable to such restricted stock in individualrestricted stock agreements. The restricted stock agreements in effect on thedate hereof provide that the participant will vest in 100% of the restrictedshares five years from the date of grant. If an employee voluntarily terminateshis or her employment, the employee will forfeit any unvested shares ofrestricted stock. If employment is terminated for any reason other thanvoluntary termination, all unvested shares of the restricted stock shall beaccelerated as of the 

55

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**10.Capital Structure: (Continued)**

date of non-voluntarytermination. All shares of restricted stock granted, and all shares acquiredupon exercise of options granted, under the 2003 Equity Plan will be subject tothe stockholders agreement described in Note 17. In connection with the 2003Stock Transaction, the Company granted 9,569.6 shares of restricted Class Acommon stock with a fair value of $400.00 per share. The restricted stockgrants were recorded as a contra equity account at issuance and are beingamortized into earnings over the period that they vest. Total compensationexpense recognized for the year ended December 31, 2004 and seven monthsended December 26, 2003 was $0.8 million and $0.4 million, respectively.

The 2003 Equity Planprovides that upon a change in control of the Company, all restricted stockawards shall become fully vested, and each unexercised and outstanding optionshall become immediately and fully vested and exercisable. All restricted stockawards shall also become fully vested in the event of an initial publicoffering of the Company’s common stock. Each option that is exercisableimmediately prior to the change in control may be canceled in exchange for apayment in cash of an amount equal to the excess of the fair market value ofthe common stock underlying the option as of the date of the change in controlover the exercise price. The committee may also decide that such options be terminatedimmediately prior to the change in control, provided that the participant failsto exercise the option within a specified period (of at least seven days)following receipt of written notice of the change in control and of the Company’sintention to terminate the option prior to such change in control.Alternatively, the committee may determine that in the event of a change incontrol, such options shall be assumed by the successor corporation, and shallbe substituted with options involving the common stock of the successorcorporation with equivalent value and with the terms and conditions of thesubstituted options being no less favorable than the options granted by theCompany.

**11. Income Taxes:**

Theprovisions for income taxes are comprised of the following:
| ** **   | ** ** | **Successor**                                | ** ** | **Predecessor**                                       | ** ** |
|--------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|
| ** **   | ** ** | **Year ended  December 31,  2004** | ** ** | **Seven months  ended  December 26,  2003** | ** ** | **Five months  ended  May 23,  2003** | ** ** | **Year ended  December 27,  2002** | ** ** |
| Current:     |       |                                         |       |                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |
| U.S. Federal |       |                                         | $          | 12,026                                                |       |   |   | $ | 1,635 |   |   |   | $ | 1,205 |   |   |   | $ | 2,158 |   |   |
| Non-U.S.     |       |                                         | 7,787      |                                                  |       |   | 6,130 |   |   |   | 1,143 |   |   |   | 4,246 |   |   |
| State        |       |                                         | 719        |                                                  |       |   | 421 |   |   |   | (256 | ) |   |   | 754 |   |   |
|         |       |                                         | $          | 20,532                                                |       |   |   | $ | 8,186 |   |   |   | $ | 2,092 |   |   |   | $ | 7,158 |   |   |
| Deferred:    |       |                                         |       |                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |
| U.S. Federal |       |                                         | $          | 524                                                   |       |   |   | $ | 2,268 |   |   |   | $ | 58 |   |   |   | $ | 4,642 |   |   |
| Non-U.S.     |       |                                         | 3,308      |                                                  |       |   | (3,259 | ) |   |   | 2,029 |   |   |   | (329 | ) |   |
| State        |       |                                         | (132       | )                                                     |       |   | (87 | ) |   |   | 75 |   |   |   | (39 | ) |   |
|         |       |                                         | $          | 3,700                                                 |       |   |   | $ | (1,078 | ) |   |   | $ | 2,162 |   |   |   | $ | 4,274 |   |   |
|         |       |                                         | $          | 24,232                                                |       |   |   | $ | 7,108 |   |   |   | $ | 4,254 |   |   |   | $ | 11,432 |   |   |

 

56

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**11. Income Taxes: (Continued)**

The U.S. and non-U.S. componentsof earnings before income taxes are as follows:
| ** ** | ** ** | **Successor**                                | ** ** | **Predecessor**                                       | ** ** |
|------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|
| ** ** | ** ** | **Year ended  December 31,  2004** | ** ** | **Seven months  ended  December 26,  2003** | ** ** | **Five months  ended  May 23,  2003** | ** ** | **Year ended  December 27,  2002** | ** ** |
| U.S.       |       |                                         | $          | 26,979                                                |       |   |   | $ | 12,667 |   |   |   | $ | 1,784 |   |   |   | $ | 19,734 |   |   |
| Non-U.S.   |       |                                         | 41,047     |                                                  |       |   | 9,197 |   |   |   | 9,362 |   |   |   | 11,555 |   |   |
|       |       |                                         | $          | 68,026                                                |       |   |   | $ | 21,864 |   |   |   | $ | 11,146 |   |   |   | $ | 31,289 |   |   |

 

Reconciliationof the differences between income taxes computed at the U.S. Federal statutorytax rate and the Company’s income tax provision follows:
| ** **                                                              | ** ** | **Successor**                                | ** ** | **Predecessor**                                       | ** ** |
|-------------------------------------------------------------------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|
| ** **                                                              | ** ** | **Year ended  December 31,  2004** | ** ** | **Seven months  ended  December 26,  2003** | ** ** | **Five months  ended  May 23,  2003** | ** ** | **Year ended  December 27,  2002** | ** ** |
| Tax at U.S. Federal  statutory rate                                     |       |                                         | $          | 23,809                                                |       |   |   | $ | 7,653 |   |   |   | $ | 3,901 |   |   |   | $ | 10,952 |   |   |
| State income taxes, net  of U.S. Federal income tax benefit             |       |                                         | 536        |                                                  |       |   | 222 |   |   |   | 155 |   |   |   | 481 |   |   |
| Earnings taxed at rates different than the U.S.  Federal statutory rate |       |                                         | 1,602      |                                                       |       |   | 43 |   |   |   | (143 | ) |   |   | (65 | ) |   |
| Permanent differences                                                   |       |                                         | 219        |                                                       |       |   | 63 |   |   |   | 101 |   |   |   | 233 |   |   |
| Valuation allowances                                                    |       |                                         | (815       | )                                                     |       |   | (556 | ) |   |   | — |   |   |   | — |   |   |
| Change in enacted tax rates in the Netherlands                          |       |                                         | (785       | )                                                     |       |   | — |   |   |   | — |   |   |   | — |   |   |
| Other, net                                                              |       |                                         | (334       | )                                                     |       |   | (317 | ) |   |   | 240 |   |   |   | (169 | ) |   |
|                                                                    |       |                                         | $          | 24,232                                                |       |   |   | $ | 7,108 |   |   |   | $ | 4,254 |   |   |   | $ | 11,432 |   |   |

 

At December 31, 2004and December 26, 2003, the combined tax-effected temporarydifferences are as follows:
| ** **                    | ** ** | **Asset (Liability)**  | ** ** |
|-------------------------------|------------|-----------------------------|------------|
| ** **                    | ** ** | **Successor**               | ** ** |
| ** **                    | ** ** | **December 31,  2004** | ** ** | **December 26,  2003** | ** ** |
| Accrued expenses              |       |                        | $          | 7,175 |   |   |   | $ | 5,024 |   |   |
| Accounts receivable           |       |                        | 324        |   |   |   | 373 |   |   |
| Inventories                   |       |                        | (326       | ) |   |   | (15 | ) |   |
| Current, net                  |       |                        | 7,173      |   |   |   | 5,382 |   |   |
| Property, plant and equipment |       |                        | (31,802    | ) |   |   | (23,486 | ) |   |
| Customer relationships        |       |                        | (14,911    | ) |   |   | — |   |   |
| Net operating losses          |       |                        | 4,278      |   |   |   | 2,960 |   |   |
| Other liabilities             |       |                        | 3,101      |   |   |   | 2,587 |   |   |
| Valuation allowance           |       |                        | (2,026     | ) |   |   | (1,889 | ) |   |
| Other                         |       |                        | (5,422     | ) |   |   | (5,859 | ) |   |
| Noncurrent, net               |       |                        | (46,782    | ) |   |   | (25,687 | ) |   |
| Total, net                    |       |                        | $          | (39,609 | ) |   |   | $ | (20,305 | ) |   |

 

57

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

Deferred taxes have not been provided on undistributedearnings of foreign subsidiaries, which are considered to be permanentlyinvested. It is not practicable to estimate the amount of tax that might bepayable on the eventual remittance of such earnings. The Company hasstate NOL carryforwards and capital loss carryforwards totaling $38.8 million, whichexpire between 2007 and 2024. TheCompany has other operating loss carryforwards totaling $6.5 millionavailable to reduce future U.S. federal taxable income, subject to certainlimitations. The Company’s valuation allowance was $2.0million, $1.9 million and $2.7 million as of December 31,2004, December 26, 2003 and December 27, 2002, respectively.

As discussed in Note 2, the Jobs Creation Actwas enacted in October 2004. One of the provisions includes a temporaryincentive for U.S. multinationals to repatriate foreign earnings at aneffective 5.25 percent tax rate. The Company is currently evaluating thedetails of the Jobs Creation Act and, as of December 31, 2004, managementhad not decided whether, and to what extent, the Company might repatriateforeign earnings under the Jobs Creation Act. Accordingly, the consolidatedfinancial statements do not reflect any provision for taxes on the unremittedforeign earnings that might be remitted under the Jobs Creation Act. However,it is reasonably possible that the Company will repatriate some amount between$0 and $130 million during 2005, with the respective taxliability ranging from $0 to $6.8 million. The Company expects to be in aposition to finalize its assessment and the impact, if any, it may have onincome tax expense by December 30, 2005.

**12. ComprehensiveIncome:**

Accumulatedother comprehensive income (loss) balances were as follows:
| ** **                                          | ** ** | **Successor**               | ** ** |
|-----------------------------------------------------|------------|-----------------------------|------------|
| ** **                                          | ** ** | **December 31,  2004** | ** ** | **December 26,  2003** | ** ** |
| Foreign currency  translation adjustment            |       |                        | $          | 10,444 |   |   |   | $ | 4,552 |   |   |
| Accumulated derivative  net (loss) gain, net of tax |       |                        | (4,934     | ) |   |   | 75 |   |   |
| Minimum pension  liability, net of tax              |       |                        | (440       | ) |   |   | (83 | ) |   |
|                                                |       |                        | $          | 5,070 |   |   |   | $ | 4,544 |   |   |

 

There were no tax effectsrelated to the foreign currency translation adjustment component of othercomprehensive loss for any year presented because the earnings of thesubsidiaries are considered to be permanently invested. The tax effects relatedto the minimum pension liability component of other comprehensive income (loss)were $0.3 million asof December 31, 2004, and were not significant as of December 26,2003. The tax effects related to accumulated derivative net losses aredisclosed in Note 9.

58

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**13. Employee RetirementPlans:**

The Company maintains avariety of retirement plans as follows:

*U.S. Plans:*

*Defined Benefit:*

The Company maintains a non-contributory definedbenefit pension plan covering substantially all U.S. hourly employees. The planhas a measurement date of December 31, 2004.

Thefollowing table sets forth the reconciliations of the projected benefitobligation and plan assets, the funded status of the plan and the amountsrecognized in the Company’s consolidated balance sheets:
| ** **                                                 | ** ** | **Year ended  December 31,  2004** | ** ** | **Year ended  December 26,  2003** | ** ** |
|------------------------------------------------------------|------------|----------------------------------------------|------------|----------------------------------------------|------------|
| **Change in benefit obligation**                           |       |                                         |       |                                         |       |   |   |   |   |
| Projected benefit  obligation at beginning of year         |       |                                         | $          | 3,486                                        |       |   |   | $ | 2,678 |   |   |
| Service cost                                               |       |                                         | 391        |                                         |       |   | 344 |   |   |
| Interest cost                                              |       |                                         | 227        |                                         |       |   | 183 |   |   |
| Plan amendments                                            |       |                                         | —     |                                         |       |   | 18 |   |   |
| Actuarial loss                                             |       |                                         | 568        |                                         |       |   | 338 |   |   |
| Benefits paid                                              |       |                                         | (145       | )                                            |       |   | (75 | ) |   |
| Projected benefit  obligation at end of year               |       |                                         | $          | 4,527                                        |       |   |   | $ | 3,486 |   |   |
| Accumulated benefit  obligation                            |       |                                         | $          | 4,527                                        |       |   |   | $ | 3,486 |   |   |
| **Change  in plan assets**                                 |       |                                         |       |                                         |       |   |   |   |   |
| Fair value of plan  assets at beginning of year            |       |                                         | $          | 2,812                                        |       |   |   | $ | 2,223 |   |   |
| Actual gain on plan  assets                                |       |                                         | 229        |                                         |       |   | 416 |   |   |
| Employer contributions                                     |       |                                         | 328        |                                         |       |   | 249 |   |   |
| Benefits paid                                              |       |                                         | (145       | )                                            |       |   | (75 | ) |   |
| Fair value of plan  assets at end of year                  |       |                                         | $          | 3,224                                        |       |   |   | $ | 2,813 |   |   |
| **Funded  status**                                         |       |                                         | $          | (1,303                                       | )          |   |   | $ | (673 | ) |   |
| Unrecognized actuarial  loss                               |       |                                         | 649        |                                         |       |   | 74 |   |   |
| Unrecognized prior  service cost                           |       |                                         | 6          |                                         |       |   | 7 |   |   |
| Net amount recognized                                      |       |                                         | $          | (648                                         | )          |   |   | $ | (592 | ) |   |
| **Amounts  recognized in the consolidated balance sheets** |       |                                         |       |                                         |       |   |   |   |   |
| Other liabilities                                          |       |                                         | $          | (1,303                                       | )          |   |   | $ | (673 | ) |   |
| Intangible asset                                           |       |                                         | 6          |                                         |       |   | 7 |   |   |
| Accumulated other  comprehensive loss                      |       |                                         | 649        |                                         |       |   | 74 |   |   |
| Net amount recognized in balance sheet                     |       |                                         | $          | (648                                         | )          |   |   | $ | (592 | ) |   |

 

As a result of the application of the purchase methodof accounting resulting from the 2003 Stock Transaction and subsequent issuanceof senior subordinated notes, the unrecognized actuarial loss on the plan atthe time of the 2003 Stock Transaction was reclassified from accumulated othercomprehensive 

59

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**13.Employee Retirement Plans: (Continued)**

income to additionalpaid-in capital. The Company expects to contribute approximately $0.4 millionto its U.S. plan during fiscal 2005.

Weightedaverage assumptions used in computing the benefit obligations are as follows:
| ** **                        | ** ** | **Successor**               | ** ** |
|-----------------------------------|------------|-----------------------------|------------|
| ** **                        | ** ** | **December 31,  2004** | ** ** | **December 26,  2003** | ** ** |
| **Weighted-average  assumptions** |       |                        |       |   |   |   |   |   |   |
| Discount rate                     |       |                        | 5.75       | % |   |   | 6.25 | % |   |

 

Weighted averageassumptions used in computing net periodic pension cost are as follows:
| ** **                                        | ** ** | **Year ended  December 31,  2004** | ** ** | **Seven months  ended  December 26,  2003** | ** ** | **Five months  ended  May 23,  2003** | ** ** | **Year ended  December 27,  2002** | ** ** |
|---------------------------------------------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|-------------------------------------------------|------------|----------------------------------------------|------------|
| **Weighted-average assumptions**                  |       |                                         |       |                                                  |       |                                            |       |                                         |       |   |   |   |   |   |   |   |   |
| Discount rate                                     |       |                                         | 6.25       | %                                                     |       |                                            | 6.75       | %                                            |       |   | 6.75 | % |   |   | 7.25 | % |   |
| Expected long-term rate  of return on plan assets |       |                                         | 8.00       | %                                                     |       |                                            | 8.00       | %                                            |       |   | 8.00 | % |   |   | 8.00 | % |   |

 

Netperiodic pension cost for the plan includes the following components:
| ** **                                   | ** ** | **Successor**                                | ** ** | **Predecessor**                                       | ** ** |
|----------------------------------------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|
| ** **                                   | ** ** | **Year ended  December 31,  2004** | ** ** | **Seven months  ended  December 26,  2003** | ** ** | **Five months  ended  May 23,  2003** | ** ** | **Year ended  December 27,  2002** | ** ** |
| **Components  of net periodic pension cost** |       |                                         |       |                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Service cost                                 |       |                                         | $          | 391                                                   |       |   |   | $ | 201 |   |   |   | $ | 143 |   |   |   | $ | 300 |   |   |
| Interest cost                                |       |                                         | 227        |                                                  |       |   | 107 |   |   |   | 76 |   |   |   | 152 |   |   |
| Expected return  on assets                   |       |                                         | (235       | )                                                     |       |   | (109 | ) |   |   | (77 | ) |   |   | (174 | ) |   |
| Amortization of  prior service cost          |       |                                         | 2          |                                                  |       |   | 1 |   |   |   | 10 |   |   |   | 21 |   |   |
| Recognized  actuarial net loss               |       |                                         | —     |                                                  |       |   | — |   |   |   | 34 |   |   |   | 29 |   |   |
| Net periodic  pension cost                   |       |                                         | $          | 385                                                   |       |   |   | $ | 200 |   |   |   | $ | 186 |   |   |   | $ | 328 |   |   |

 

Thefollowing table sets forth the actual asset allocation for the plan as of December 31,2004 and December 26, 2003, and the target asset allocation for the plan:
| ** **                 | ** ** | **Successor**               | ** ** | ** **                  | ** ** |
|----------------------------|------------|-----------------------------|------------|-----------------------------|------------|
| ** **                 | ** ** | **December 31,  2004** | ** ** | **December 26,  2003** | ** ** | **Target** | ** ** |
| Equity securities          |       |                        | 68.2       | %                           |       |   | 63.7 | % |   | 60.00 | % |
| Debt securities            |       |                        | 30.6       | %                           |       |   | 35.2 | % |   | 37.00 | % |
| Cash and cash  equivalents |       |                        | 1.2        | %                           |       |   | 1.1 | % |   | 3.00 | % |

 

60

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**13.Employee Retirement Plans: (Continued)**

To develop the expected long-term rate of return onassets assumption, the Company considered the historical returns and the futureexpectations for returns for each asset class, as well as the target assetallocation of the pension portfolio.

The investment strategy of the plan is to ensure, overthe long-term life of the plan, an adequate pool of assets along withcontributions by the Company to support the benefit obligations toparticipants, retirees and beneficiaries. The Company desires to achieve marketreturns consistent with a prudent level of diversification. All investments aremade solely in the interest of the plan’s participants and beneficiaries forthe exclusive purposes of providing benefits to such participants and theirbeneficiaries and defraying the expenses related to administering the plan. Thetarget allocation of all assets is to reflect proper diversification in orderto reduce the potential of a single security or single sector of securitieshaving a disproportionate impact on the portfolio. The Company utilizes anoutside investment consultant and investment manager to implement itsinvestment strategy. Plan assets are generally invested in liquid funds thatare selected to track broad market equity and bond indices. Investmentperformance of plan assets is reviewed semi-annually and the investmentobjectives are evaluated over rolling four year time periods.

Totalbenefit payments expected to be paid to participants from the plan are asfollows:
| **Year**  | ** ** | ** ** | ** ** | **Expected  Benefit Payments** | ** ** |
|-----------|------------|------------|------------|-------------------------------------|------------|
| 2005      |       |       | $          | 95                                  |       |   |
| 2006      |       |       | 113        |                                |       |
| 2007      |       |       | 128        |                                |       |
| 2008      |       |       | 146        |                                |       |
| 2009      |       |       | 167        |                                |       |
| 2010-2014 |       |       | 1,282      |                                |       |

 

*DefinedContribution:*

The Company maintains twodefined contribution retirement and savings plans, which also allow theemployees to contribute a percentage of their pretax and/or after-tax income inaccordance with specified guidelines. The Company matches a certain percentageof employee pre-tax contributions up to certain limits. Further, the plansprovide for discretionary contributions by the Company based on years ofservice and age. The Company’s expense for the year ended December 31,2004, the five months ended May 23, 2003, the seven months ended December 26,2003, and the year ended December 27, 2002, was approximately $1.8million, $0.7 million, $1.0 million, and $1.5 million, respectively.

*InternationalPlans:*

In addition to the above, the employees of EuramaxCoated Products Limited and Ellbee Limited participate in a single employerpension plan (the “U.K. Plan”). The U.K. Plan has a measurement date of December 31,2004.

61

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**13. Employee RetirementPlans: (Continued)**

Thefollowing table sets forth the reconciliations of the projected benefitobligations and plan assets, the funded status of the U.K. Plan and amountsrecognized in the Company’s consolidated balance sheets:
| ** **                                                 | ** ** | **Year ended  December 31,  2004** | ** ** | **Year ended  December 26,  2003** | ** ** |
|------------------------------------------------------------|------------|----------------------------------------------|------------|----------------------------------------------|------------|
| **Change  in benefit obligation**                          |       |                                         |       |                                         |       |   |   |   |   |
| Projected benefit  obligation at beginning of year         |       |                                         | $          | 29,399                                       |       |   |   | $ | 23,250 |   |   |
| Service cost                                               |       |                                         | 1,097      |                                         |       |   | 821 |   |   |
| Interest cost                                              |       |                                         | 1,842      |                                         |       |   | 1,458 |   |   |
| Employee contributions                                     |       |                                         | 472        |                                         |       |   | 420 |   |   |
| Actuarial loss                                             |       |                                         | 2,683      |                                         |       |   | 1,582 |   |   |
| Benefits paid                                              |       |                                         | (980       | )                                            |       |   | (836 | ) |   |
| Currency translation adjustment                            |       |                                         | 2,704      |                                         |       |   | 2,704 |   |   |
| Projected benefit  obligation at end of year               |       |                                         | $          | 37,217                                       |       |   |   | $ | 29,399 |   |   |
| Accumulated  benefit obligation at end of year             |       |                                         | $          | 34,114                                       |       |   |   | $ | 27,475 |   |   |
| **Change in plan assets**                                  |       |                                         |       |                                         |       |   |   |   |   |
| Fair value of  plan assets at beginning of year            |       |                                         | $          | 17,074                                       |       |   |   | $ | 11,625 |   |   |
| Actual gain on plan assets                                 |       |                                         | 1,582      |                                         |       |   | 2,131 |   |   |
| Employer contributions                                     |       |                                         | 1,950      |                                         |       |   | 2,198 |   |   |
| Employee contributions                                     |       |                                         | 472        |                                         |       |   | 420 |   |   |
| Benefits paid                                              |       |                                         | (980       | )                                            |       |   | (836 | ) |   |
| Currency translation adjustment                            |       |                                         | 1,573      |                                         |       |   | 1,536 |   |   |
| Fair value of  plan assets at end of year                  |       |                                         | $          | 21,671                                       |       |   |   | $ | 17,074 |   |   |
| **Funded status**                                          |       |                                         | $          | (15,546                                      | )          |   |   | $ | (12,325 | ) |   |
| Unrecognized actuarial net loss                            |       |                                         | 3,072      |                                         |       |   | 420 |   |   |
| Net amount  recognized                                     |       |                                         | $          | (12,474                                      | )          |   |   | $ | (11,905 | ) |   |
| **Amounts recognized in the consolidated balance  sheets** |       |                                         |       |                                         |       |   |   |   |   |
| Other liabilities                                          |       |                                         | $          | (12,474                                      | )          |   |   | $ | (11,905 | ) |   |
| Accumulated other comprehensive loss                       |       |                                         | —     |                                         |       |   | — |   |   |
| Net amount recognized in  balance sheet                    |       |                                         | $          | (12,474                                      | )          |   |   | $ | (11,905 | ) |   |

 

As a result of the application of the purchase methodof accounting resulting from the 2003 Stock Transaction and subsequent issuanceof senior subordinated notes, the unrecognized actuarial loss on the plan atthe time of the 2003 Stock Transaction was reclassified from accumulated othercomprehensive loss to additional paid-in capital. The Company expects tocontribute approximately $1.4 million to its U.K. plan during fiscal 2005.

62

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**13.Employee Retirement Plans: (Continued)**

Weighted averageassumptions used in computing the benefit obligation for the U.K. plan are asfollows:
| ** **                        | ** ** | **December 31,  2004** | ** ** | **December 26,  2003** | ** ** |
|-----------------------------------|------------|-----------------------------|------------|-----------------------------|------------|
| **Weighted-average  assumptions** |       |                        |       |                        |       |   |   |   |   |
| Discount rate                     |       |                        | 5.75       | %                           |       |   | 6.00 | % |   |
| Rate of compensation  increases   |       |                        | 4.00       | %                           |       |   | 4.00 | % |   |

 

Weightedaverage assumptions used in computing net periodic pension cost for the U.K.plan are as follows:
| ** **                                        | ** ** | **Year ended  December 31,  2004** | ** ** | **Seven months  ended  December 26,  2003** | ** ** | **Five months  ended  May 23,  2003** | ** ** | **Year ended  December 27,  2002** | ** ** |
|---------------------------------------------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|-------------------------------------------------|------------|----------------------------------------------|------------|
| **Weighted-average  assumptions**                 |       |                                         |       |                                                  |       |                                            |       |                                         |       |   |   |   |   |   |   |   |   |
| Discount rate                                     |       |                                         | 6.00       | %                                                     |       |                                            | 6.00       | %                                            |       |   | 6.00 | % |   |   | 6.00 | % |   |
| Rate of  compensation increases                   |       |                                         | 4.00       | %                                                     |       |                                            | 4.00       | %                                            |       |   | 4.00 | % |   |   | 3.75 | % |   |
| Expected long-term rate  of return on plan assets |       |                                         | 7.50       | %                                                     |       |                                            | 7.50       | %                                            |       |   | 7.50 | % |   |   | 7.50 | % |   |

 

Netperiodic pension cost for the U.K. Plan includes the following components:
| ** **                                   | ** ** | **Successor**                                | ** ** | **Predecessor**                                       | ** ** |
|----------------------------------------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|
| ** **                                   | ** ** | **Year ended  December 31,  2004** | ** ** | **Seven months  ended  December 26,  2003** | ** ** | **Five months  ended  May 23,  2003** | ** ** | **Year ended  December 27,  2002** | ** ** |
| **Components  of net periodic pension cost** |       |                                         |       |                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Service cost                                 |       |                                         | $          | 1,097                                                 |       |   |   | $ | 479 |   |   |   | $ | 342 |   |   |   | $ | 736 |   |   |
| Interest cost                                |       |                                         | 1,842      |                                                  |       |   | 850 |   |   |   | 608 |   |   |   | 1,253 |   |   |
| Expected return  on assets                   |       |                                         | (1,397     | )                                                     |       |   | (546 | ) |   |   | (390 | ) |   |   | (989 | ) |   |
| Recognized  actuarial net loss               |       |                                         | —     |                                                  |       |   | — |   |   |   | 274 |   |   |   | 349 |   |   |
| Net periodic  pension cost                   |       |                                         | $          | 1,542                                                 |       |   |   | $ | 783 |   |   |   | $ | 834 |   |   |   | $ | 1,349 |   |   |

 

Thefollowing table sets forth the actual asset allocation for the plan as of December 31,2004 and December 26, 2003, and the target asset allocation for the plan:
| ** **                 | ** ** | **Successor**               | ** ** | ** **                  | ** ** |
|----------------------------|------------|-----------------------------|------------|-----------------------------|------------|
| ** **                 | ** ** | **December 31,  2004** | ** ** | **December 26,  2003** | ** ** | **Target** | ** ** |
| Equity securities          |       |                        | 68.4       | %                           |       |   | 69.2 | % |   | 65.00 | % |
| Debt securities            |       |                        | 31.3       | %                           |       |   | 30.1 | % |   | 35.00 | % |
| Cash and cash  equivalents |       |                        | 0.3        | %                           |       |   | 0.7 | % |   | 0.00 | % |

 

63

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**13.Employee Retirement Plans: (Continued)**

To develop the expected long-term rate of return onasset assumptions, the Company considered the historical returns and the futureexpectations for returns for each asset class, as well as the target assetallocation of the pension portfolio.

The investment strategy of the plan is to ensure, overthe long-term life of the plan, an adequate pool of assets along withcontributions by the Company and employees to support the benefit obligationsto participants, retirees and beneficiaries. The Company desires to achievemarket returns consistent with a prudent level of diversification. Allinvestments are made solely in the interest of the plan’s participants andbeneficiaries for the exclusive purposes of providing benefits to suchparticipants and their beneficiaries and defraying the expenses related toadministering the plan. The target allocation of all assets is to reflectproper diversification in order to reduce the potential of a single security orsingle sector of securities having a disproportionate impact on the portfolio.The Company utilizes an outside investment consultant and investment manager toimplement its investment strategy. Plan assets are generally invested in liquidfunds that are selected to track broad market equity and bond indices.Investment performance of plan assets is reviewed semi-annually and theinvestment objectives are evaluated over rolling four year time periods.

Totalbenefit payments expected to be paid to participants from the plan are asfollows:
| **Year**  | ** ** | ** ** | ** ** | **Expected  Benefit Payments** | ** ** |
|-----------|------------|------------|------------|-------------------------------------|------------|
| 2005      |       |       | $          | 620                                 |       |   |
| 2006      |       |       | 681        |                                |       |
| 2007      |       |       | 831        |                                |       |
| 2008      |       |       | 856        |                                |       |
| 2009      |       |       | 865        |                                |       |
| 2010-2014 |       |       | 7,630      |                                |       |

 

*SupplementalExecutive Retirement Plan:*

The Company has twounfunded supplemental retirement plans for members of management. At December 31,2004 and December 26, 2003, the accrued liability for future benefitsunder the plans was $1.9 million and $1.7 million, respectively. Benefitsexpense for the plan totaled $0.3 million, $0.2 million and $0.3 million in2004, 2003 and 2002, respectively.

**14. Incentive Plans:**

**IncentiveCompensation Plan**

The Company has anincentive compensation plan that covers key employees. The costs of the planare computed in accordance with a formula that incorporates EBITDA (as definedin the plan) and return on average net assets. Costs of the plan for year endedDecember 31, 2004, the five months ended May 23, 2003, the sevenmonths ended December 26, 2003, and the year ended December 27, 2002,were approximately $5.4 million, $1.0 million, $1.6 million, and $3.7 million,respectively.

64

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**14. Incentive Plans:(Continued)**

**Long-Term IncentivePlan**

In 1998, the Company established the EuramaxInternational 1999 Phantom Stock Plan, or the Phantom Stock Plan, which waseffective January 1, 1999. The purpose of the Phantom Stock Plan was tolink the interests of the participants to those of the Company’s shareholdersthrough compensation that is tied to the increase in the equity value of theCompany from January 1, 1999 to December 31, 2003. Participation inthe Phantom Stock Plan was limited to key executives and certain othermanagement employees as approved, from time to time, by a Committee selected bythe President.

The Plan provides forone-time awards of phantom shares to selected participants. A phantom share isa unit equal to 4% of the equity value of the Company, as defined by thePhantom Stock Plan, divided by 40,000 (the maximum number of phantom sharesthat may be awarded to participants under the Phantom Stock Plan). A phantomshare entitles the participant to receive compensation equal to the value of aphantom share on December 31, 2003, minus the value of a phantom share atthe date of grant, all as defined by the Phantom Stock Plan. On January 1,1999, 36,000 of the phantom shares were granted, of which 26,547 shares remainoutstanding as of December 31, 2004 and December 26, 2003. Noadditional grants of shares will be made under the Plan. Compensation expenseaccrues in the period from the date of grant to December 31, 2003,adjusted for changes in the value of the phantom shares. Compensation expensein connection with the Phantom Stock Plan for the five months ended May 23,2003, the seven months ended December 26, 2003, and the year ended December 27,2002 was $0.3 million, $2.7 million and $2.2 million, respectively. The valueof the awards became fixed on December 31,2003. As of December 31, 2004 and December 26, 2003, the Company hada liability of $4.0 million and $5.2 million, respectively, under the PhantomStock Plan. Compensation is being paid out in four equal payments during thefirst quarter of 2004 through 2007, unless there is a change in control; alisting of the Company’s shares; or the death or disability of the participant;in which case the compensation will be paid out immediately.

**15. Commitments andContingencies:**

Minimumcommitments under long-term non-cancelable operating leases, principallyfor operating and office facilities at December 31, 2004 were as follows:
| 2005       |   | $     | 8,927  |   |
|------------|--------|-------|--------|--------|
| 2006       |   | 7,214 |   |
| 2007       |   | 5,294 |   |
| 2008       |   | 3,895 |   |
| 2009       |   | 2,474 |   |
| Thereafter |   | 6,992 |   |
|       |   | $     | 34,796 |   |

 

Rent expense amounted to$10.9 million, $3.2 million, $5.3 million and $6.8 million for the year ended December 31,2004, the five months ended May 23, 2003, the seven months ended December 26,2003, and the year ended December 27, 2002, respectively.

65

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**15.Commitments and Contingencies: (Continued)**

**Raw Material Commitments**

To assure continuity ofsupply, the Company negotiates contracts for minimum annual purchases ofaluminum from several suppliers. Commitments for minimum annual purchases aretypically at a market price. At December 31, 2004, the quantity of suchminimum purchase commitments was approximately 150 million pounds fordelivery in 2005 and 50 million pounds for delivery in each of 2006 and 2007.In addition, to ensure a margin on specific customer orders, the Company maycommit to purchase aluminum ingot or coil at a fixed market price for futuredelivery. At December 31, 2004, such fixed price purchase commitments wereapproximately $60.6 million. All of the Company’s fixed price aluminum purchasecommitments expire in 2005.

**Litigation**

The Company is currentlyparty to legal proceedings that have arisen in the ordinary course of business.Such proceedings involve claims by plaintiffs for reimbursement or damages thatin the aggregate approximate $11.0 million. The Company has and willcontinue to vigorously defend itself in these matters. It is the opinion of theCompany’s management, based upon information available at this time, that theexpected outcome of these matters would not reasonably be expected to have amaterial adverse effect on the consolidated financial position, results ofoperations or cash flows of the Company and its subsidiaries taken as a whole.

**Environmental Matters**

The Company’s operations aresubject to federal, state, local and European environmental laws andregulations concerning the management of pollution and hazardous substances.

The Company has been namedas a potentially responsible party in state and Federal administrative andjudicial proceedings seeking contribution for costs associated with theinvestigation, analysis, correction and remediation of environmental conditionsat various hazardous waste disposal sites. The Company continues to monitorthese actions and proceedings and to vigorously defend both its own interestsas well as the interests of its affiliates. The Company’s ultimate liability inconnection with present and future environmental claims will depend on manyfactors, including its volumetric share of the waste at a given site, theremedial action required, the total cost of remediation, and the financialviability and participation of the other entities that also sent waste to thesite. Once it becomes probable that the Company will incur costs in connectionwith remediation of a site and such costs can be reasonably estimated, theCompany establishes or adjusts its reserve for its projected share of thesecosts. Based upon current law and information known to the Company concerningthe size of the sites known to it, anticipated costs, their years of operationsand the number of other potentially responsible parties, management believesthat the Company’s potential share of the estimated aggregate liability for thecosts of remedial actions and related costs and expenses are not material. Inaddition, the Company establishes reserves for remedial measures required fromtime to time at its own facilities. Management believes that the reasonablyprobable outcomes of these matters will not be material. The Company’s reserves,expenditures and expenses for all environmental exposures were not significantfor any of the dates or periods presented.

66

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**15.Commitments and Contingencies: (Continued)**

In connection with the acquisition of the Company fromAlumax, the Company was indemnified by Alumax for substantially all of itscosts, if any, related to specifically identified environmental matters arisingprior to the closing date of the acquisition during the period of time it was owneddirectly or indirectly by Alumax. Such indemnification includes costs that mayultimately be incurred to contribute to the remediation of certain specifiedexisting National Priorities List (“NPL”) sites for which the Company had beennamed a potentially responsible party under the federal ComprehensiveEnvironmental Response, Compensation, and Liability Information System (“CERCLA”)as of the closing date of the acquisition, as well as certain potential costsfor sites listed on state hazardous cleanup lists. The Company does not believethat it has any significant probable liability for environmental claims.Further, the Company believes it to be unlikely that the Company would berequired to bear environmental costs in excess of its pro rata share of suchcosts as a potentially responsible party at any site.

The facility that BergerBros Company (“Berger”), a subsidiary of Berger Holdings, leases in Ivyland,Pennsylvania has contaminated groundwater as a result of the migration from anadjacent property which was formerly the Naval Air Warfare Center, currently anNPL site under CERCLA. The United States Navy is conducting a clean-up of theNaval Air Warfare Center NPL site under the Environmental Protection Agency’ssupervision. The owner/landlord of the Berger property obtained liabilityprotection under Pennsylvania’s Brownfield Law by demonstrating to theCommonwealth of Pennsylvania that the contamination is from an off-site source,and under Pennsylvania law that protection benefits the tenant as well.Moreover, under Berger’s lease, the landlord retained any liability for thiscontamination. Accordingly, although the facility leased by Berger is on an NPLsite, the effects of this contamination would not reasonably be expected tohave a material adverse effect on our consolidated financial position, resultsof operations or cash flows.

**Product Warranties**

The Company provideswarranties on certain products. The warranty periods differ depending on theproduct, but generally range from one year to limited lifetime warranties. TheCompany provides accruals for warranties based on historical experience andexpectations of future occurrence. A summary of the changes in the productwarranty accrual follows:
| ** **                                                    | ** ** | **Successor**                                | ** ** | **Predecessor**                                       | ** ** |
|---------------------------------------------------------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|
| ** **                                                    | ** ** | **Year ended  December 31,  2004** | ** ** | **Seven months  ended  December 26,  2003** | ** ** | **Five months  ended  May 23,  2003** | ** ** | **Year ended  December 27,  2002** | ** ** |
| Beginning balance                                             |       |                                         | $          | 3,993                                                 |       |   |   | $ | 3,394 |   |   |   | $ | 2,809 |   |   |   | $ | 2,389 |   |   |
| Payments made or  service provided                            |       |                                         | (3,655     | )                                                     |       |   | (2,497 | ) |   |   | (720 | ) |   |   | (2,611 | ) |   |
| Warranty expense                                              |       |                                         | 3,323      |                                                  |       |   | 2,963 |   |   |   | 1,119 |   |   |   | 2,764 |   |   |
| Change related to  changes in foreign currency exchange rates |       |                                         | 280        |                                                  |       |   | 133 |   |   |   | 186 |   |   |   | 267 |   |   |
| Ending balance                                                |       |                                         | $          | 3,941                                                 |       |   |   | $ | 3,993 |   |   |   | $ | 3,394 |   |   |   | $ | 2,809 |   |   |

 

67

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**16. Segment Information:**

The Company’s acquisition ofBerger Holdings on November 25, 2003 led to an assessment of operatingsegments that resulted in the Company’s identification of the U.S. FabricationRoof Drainage operating segment. The business activities included in the U.S.Fabrication Roof Drainage operating segment were previously included in theU.S. Fabrication segment. Accordingly, segment information for the year ended December 27,2002 has been revised to conform to the Company’s revised segments. The Company’sreportable segments are as follows:

*EuropeanRoll Coating*—TheEuropean Roll Coating segment facilities primarily roll coat aluminum and steelsheet and coil for RV manufacturers, transportation manufacturers and buildingpanel manufacturers.

*U.S. Fabrication Roof Drainage*—The U.S. Fabrication Roof Drainage segmentfacilities primarily fabricate coated aluminum and steel coil to producegutters, downspouts, soffit, fascia, gutter accessories and other products.Such products are primarily sold to home centers, distributors and home improvementcontractors.

*U.S. Fabrication BuildingMaterials*—The U.S.Fabrication Building Materials segment facilities primarily fabricate coatedaluminum and steel coil to produce roofing and siding panels, doors, windows,vehicle sidewalls and other products. Such products are primarily sold to RVmanufacturers, rural contractors, home improvement contractors, industrial andarchitectural contractors and manufactured housing producers.

*EuropeanFabrication*—TheEuropean Fabrication segment facilities primarily fabricate aluminum extrusionsand glass to produce windows, doors, shower enclosures, sunroofs and otherproducts. Such products are primarily sold to transportation manufacturers,distributors, home centers and industrial and architectural contractors.

The accounting policies of thesegments are the same as those described in Note 2, “Summary of SignificantAccounting Policies.” Segment data includes intersegment revenues. The Company’sChief Operating Decision Maker evaluates the performance of its segments andallocates resources to them based primarily on EBITDA.

The Company is organizedprimarily on the basis of seven operating segments. Certain operating segmentswith similar economic characteristics have been aggregated according tosimilarity of products, nature of production processes, types of customers andproduct distribution methods. Two European subsidiaries have been aggregatedinto the European Roll Coating segment, two U.S. subsidiaries have beenaggregated into the U.S. Fabrication Building Materials segment and twoEuropean subsidiaries have been aggregated into the European Fabricationsegment. The U.S. Fabrication Roof Drainage operating segment is reportedseparately. The table below presents information about reported segments for theyear ended December 31, 2004, the five months ended May 23, 2003, theseven months ended December 26, 2003, and the year ended December 27,2002. Expenses and assets that are not segment specific relate to holdingcompany and business development activities conducted for the overall benefitof the Company and, accordingly, are not attributable to the Company’ssegments.

68

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**16.Segment Information: (Continued)**
| ** **                                    | ** ** | **Successor**         | ** ** | **Predecessor**       | ** ** |
|-----------------------------------------------|------------|-----------------------|------------|-----------------------|------------|
| ** **                                    | ** ** | ** **            | ** ** | **Seven months** | ** ** | **Five months** | ** ** | ** ** | ** ** |
| ** **                                    | ** ** | **Year ended**   | ** ** | **ended**             | ** ** | **ended** | ** ** | **Year ended** | ** ** |
| ** **                                    | ** ** | **December 31,** | ** ** | **December 26,** | ** ** | **May 23,** | ** ** | **December 27,** | ** ** |
| ** **                                    | ** ** | **2004**              | ** ** | **2003**              | ** ** | **2003** | ** ** | **2002** | ** ** |
| **Sales**                                     |       |                  |       |                  |       |   |   |   |   |   |   |   |   |   |   |   |   |
| U.S. Fabrication  Roof Drainage               |       |                  | $          | 261,586               |       |   |   | $ | 126,904 |   |   |   | $ | 54,415 |   |   |   | $ | 152,678 |   |   |
| U.S. Fabrication  Building Materials          |       |                  | 390,959    |                  |       |   | 200,571 |   |   |   | 107,617 |   |   |   | 291,068 |   |   |
| European Roll  Coating                        |       |                  | 196,992    |                  |       |   | 97,729 |   |   |   | 60,719 |   |   |   | 131,154 |   |   |
| European  Fabrication                         |       |                  | 122,626    |                  |       |   | 61,708 |   |   |   | 39,913 |   |   |   | 69,705 |   |   |
| Total segment sales                           |       |                  | 972,163    |                  |       |   | 486,912 |   |   |   | 262,664 |   |   |   | 644,605 |   |   |
| Eliminations                                  |       |                  | (7,336     | )                     |       |   | (3,224 | ) |   |   | (2,049 | ) |   |   | (5,456 | ) |   |
| Consolidated net sales                        |       |                  | $          | 964,827               |       |   |   | $ | 483,688 |   |   |   | $ | 260,615 |   |   |   | $ | 639,149 |   |   |
| **EBITDA**                                    |       |                  |       |                  |       |   |   |   |   |   |   |   |   |   |   |   |   |
| U.S. Fabrication  Roof Drainage               |       |                  | $          | 36,810                |       |   |   | $ | 18,769 |   |   |   | $ | 5,901 |   |   |   | $ | 21,557 |   |   |
| U.S. Fabrication  Building Materials          |       |                  | 34,967     |                  |       |   | 11,797 |   |   |   | 5,860 |   |   |   | 24,291 |   |   |
| European Roll  Coating                        |       |                  | 32,471     |                  |       |   | 12,688 |   |   |   | 9,508 |   |   |   | 15,639 |   |   |
| European  Fabrication                         |       |                  | 17,044     |                  |       |   | 6,280 |   |   |   | 4,489 |   |   |   | 7,815 |   |   |
| Total EBITDA for reportable segments          |       |                  | 121,292    |                  |       |   | 49,534 |   |   |   | 25,758 |   |   |   | 69,302 |   |   |
| Expenses that are not segment specific        |       |                  | (8,088     | )                     |       |   | (4,372 | ) |   |   | 790 |   |   |   | (1,297 | ) |   |
| Depreciation and  amortization                |       |                  | (21,015    | )                     |       |   | (10,639 | ) |   |   | (6,276 | ) |   |   | (13,968 | ) |   |
| Interest expense,  net                        |       |                  | (24,163    | )                     |       |   | (12,659 | ) |   |   | (9,126 | ) |   |   | (22,748 | ) |   |
| Consolidated net earnings before income taxes |       |                  | $          | 68,026                |       |   |   | $ | 21,864 |   |   |   | $ | 11,146 |   |   |   | $ | 31,289 |   |   |

 
| ** **                            | ** ** | **Successor**         | ** ** |
|---------------------------------------|------------|-----------------------|------------|
| ** **                            | ** ** | **December 31,** | ** ** | **December 26,** | ** ** |
| ** **                            | ** ** | **2004**              | ** ** | **2003** | ** ** |
| **ASSETS**                            |       |                  |       |   |   |   |   |   |   |
| U.S. Fabrication  Roof Drainage       |       |                  | $          | 175,832 |   |   |   | $ | 163,870 |   |   |
| U.S. Fabrication  Building Materials  |       |                  | 188,349    |   |   |   | 153,513 |   |   |
| European Roll  Coating                |       |                  | 182,256    |   |   |   | 153,921 |   |   |
| European  Fabrication                 |       |                  | 115,342    |   |   |   | 96,107 |   |   |
| Assets that are  not segment specific |       |                  | 25,262     |   |   |   | 41,418 |   |   |
| Total assets                          |       |                  | $          | 687,041 |   |   |   | $ | 608,829 |   |   |

 

69

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**16.Segment Information: (Continued)**

Thefollowing table reflects revenues from external customers by markets for theperiods indicated. Revenues from external customers by groups of similarproducts have not been provided as it is impracticable for the Company to doso.
|                                                      | ** ** | ** **                                                                                                                                                   | ** ** | **Successor**             | ** ** | **Predecessor**                          | ** ** |
|------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------|------------|------------------------------------------|------------|
| **Customers/Markets**                                | ** ** | ** **                                                                                                                                                   | ** ** | **Primary Products** | ** ** | **Year  ended  December 31,  2004** | ** ** | **Seven  months  ended  December 26,  2003   ** | ** ** | **Five  months  ended  May 23,  2003** | ** ** | **Year  ended  December 27,  2002** | ** ** |
| Original Equipment Manufacturers  (“OEMs”) |       | Painted  aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglasspanels;  RV doors, windows and roofing; and composite building panels |       |                      | $          | 368,963                                  |       |   |   | $ | 186,132 |   |   | $ | 120,289 |   |   | $ | 264,447 |   |   |
| Home Centers                                         |       | Raincarrying  systems, roofing accessories, windows, doors and shower enclosures                                                                             |       |                      | 198,661    |                                     |       |   | 110,997 |   |   | 51,129 |   |   | 129,943 |   |   |
| Rural Contractors                                    |       | Steel and aluminum  roofing and siding                                                                                                                       |       |                      | 159,656    |                                     |       |   | 85,880 |   |   | 38,980 |   |   | 130,758 |   |   |
| Distributors                                         |       | Metal  coils, raincarrying systems and roofing accessories                                                                                                   |       |                      | 91,936     |                                     |       |   | 29,880 |   |   | 12,084 |   |   | 25,611 |   |   |
| Home Improvement Contractors                         |       | Vinyl  replacement windows; metal coils, raincarrying systems; metal roofing and insulated  roofing panels; shower, patio and  entrance doors; and awnings   |       |                      | 84,322     |                                     |       |   | 40,248 |   |   | 20,919 |   |   | 51,954 |   |   |
| Industrial and  Architectural Contractors            |       | Standing  seam panels and siding and roofing accessories                                                                                                     |       |                      | 35,346     |                                     |       |   | 17,362 |   |   | 9,183 |   |   | 17,063 |   |   |
| Manufactured Housing                                 |       | Steel siding and  trim components                                                                                                                            |       |                      | 25,943     |                                     |       |   | 13,189 |   |   | 8,031 |   |   | 19,373 |   |   |
|                                                 |       |                                                                                                                                                         |       |                      | $          | 964,827                                  |       |   |   | $ | 483,688 |   |   | $ | 260,615 |   |   | $ | 639,149 |   |   |
|                                                      |            |                                                                                                                                                              |            |                           |            |                                          |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

 

70

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**16. Segment Information:(Continued)**

The following table reflects sales and long-lived assetinformation by geographic area for the periods indicated:
| ** **      | ** ** | **Sales**             | ** ** |
|-----------------|------------|-----------------------|------------|
| ** **      | ** ** | **Successor**         | ** ** | **Predecessor** | ** ** |
| ** **      | ** ** | ** **            | ** ** | **Seven months** | ** ** | **Five months** | ** ** | ** ** | ** ** |
| ** **      | ** ** | **Year ended**   | ** ** | **ended** | ** ** | **ended** | ** ** | **Year ended** | ** ** |
| ** **      | ** ** | **December 31,** | ** ** | **December 26,** | ** ** | **May 23,** | ** ** | **December 27,** | ** ** |
| ** **      | ** ** | **2004**              | ** ** | **2003** | ** ** | **2003** | ** ** | **2002** | ** ** |
| United States   |       |                  | $          | 648,907 |   |   |   | $ | 325,934 |   |   |   | $ | 161,050 |   |   |   | $ | 440,901 |   |   |
| The Netherlands |       |                  | 133,235    |   |   |   | 67,656 |   |   |   | 40,277 |   |   |   | 84,388 |   |   |
| United Kingdom  |       |                  | 118,427    |   |   |   | 56,733 |   |   |   | 39,025 |   |   |   | 79,293 |   |   |
| France          |       |                  | 64,258     |   |   |   | 33,365 |   |   |   | 20,263 |   |   |   | 34,567 |   |   |
|            |       |                  | $          | 964,827 |   |   |   | $ | 483,688 |   |   |   | $ | 260,615 |   |   |   | $ | 639,149 |   |   |

 
| ** **      | ** ** | **Long-Lived Assets** | ** ** |
|-----------------|------------|----------------------------|------------|
| ** **      | ** ** | **Successor**              | ** ** |
| ** **      | ** ** | **December 31,**      | ** ** | **December 26,** | ** ** |
| ** **      | ** ** | **2004**                   | ** ** | **2003** | ** ** |
| United States   |       |                       | $          | 207,071 |   |   |   | $ | 207,525 |   |   |
| The Netherlands |       |                       | 82,276     |   |   |   | 69,483 |   |   |
| United Kingdom  |       |                       | 55,714     |   |   |   | 48,168 |   |   |
| France          |       |                       | 15,850     |   |   |   | 12,411 |   |   |
|            |       |                       | $          | 360,911 |   |   |   | $ | 337,587 |   |   |

 

Non-U.S.revenue is based on the country in which the legal subsidiary is domiciled. TheCompany’s largest customer accounted for 10.2% of 2004 net sales and 11.8% of2003 net sales. Sales from this customer are included in the Company’s U.S.Fabrication Roof Drainage and U.S. Fabrication Building Materials segments. Asof December 31, 2004, this customer had an outstanding trade receivablebalance of $10.0 million. No other customer represented greater than tenpercent of the Company’s revenues in any period presented.

**17. Related PartyTransactions:**

**Repurchases of Common Stock**

On March 31, 2004,the Company repurchased 55% of its outstanding Class A common stock heldby Court Square Capital Limited, or 93,324.34 shares, for an aggregaterepurchase price of approximately $37.3 million. On April 30, 2004, theCompany repurchased the remaining 45% of its outstanding Class A common stockheld by Court Square Capital Limited, or 76,356.28 shares, for an aggregaterepurchase price of approximately $30.5 million.

In connection with theretirement of certain key employees, the Company repurchased 6,649.2 shares of itsClass A common stock in 2003 for approximately $2.6 million in theaggregate.

71

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**17.Related Party Transactions: (Continued)**

**StockholdersAgreement**

In connection with the 2003 Stock Transaction, theCompany entered into a stockholders agreement with CVCEP and certain of itsaffiliates, Court Square, and certain other stockholders consisting of membersof the Company’s management and members of CVCEP’s management (“MinorityStockholders”). The stockholders agreement provides that the Company’s ChiefExecutive Officer will be a member of the Company’s board of directors, CVCEPwill initially be entitled to designate three additional members of the Company’sboard of directors and Court Square will initially be entitled to designate twoadditional members of the Company’s board of directors (these designationrights to be adjusted from time to time to reflect certain changes in thecommon stock ownership of CVCEP and Court Square).

Under the stockholders agreement, certain corporateactions require the written consent of stockholders holding at least 70% of theCompany’s outstanding stock held by all stockholders party to the stockholdersagreement. Initially, this will require the written consent of both CVCEP andCourt Square. These corporate actions include changes to or issuances of theCompany’s equity securities, amendments of organizational documents, payment ofdividends, or certain merger or recapitalization transactions. In addition,each action of the board of directors will require the approval of at least onedirector designated by each of CVCEP and Court Square.

The stockholders agreementgenerally restricts the transfer of shares of the Company’s common stock.Exceptions to this restriction include transfers to affiliates, transfers tothe Company, transfers for estate planning purposes and transfers to familymembers. In each case, so long as any transferee agrees to be bound by theterms of the stockholders agreement. After an initial public offering,additional exceptions to the transfer restrictions will include sales pursuantto certain registration rights of the stockholders.

**Registration Rights Agreement**

In connection with theirentry into the stockholders agreement, CVCEP, Court Square and the MinorityStockholders have entered into an amended and restated registration rightsagreement with the Company. Pursuant to this registration rights agreement,upon the written request of CVCEP or Court Square, the Company has agreed (subjectto customary exceptions), on up to three occasions for CVCEP and up to twooccasions for Court Square, to prepare and file a registration statement withthe SEC concerning the distribution of all or part of the shares held by CVCEPor Court Square, as the case may be, and use its best efforts to cause theregistration statement to become effective. If the Company is eligible to use a“short form” registration statement on Form S-2, Form S-3or any similar form, CVCEP and Court Square may each make unlimited requestsfor registration for their shares of the Company’s common stock. If at any timethe Company files a registration statement for its common stock (other thanpursuant to a demand registration by CVCEP or Court Square, a registrationstatement on Form S-8, Form S-4 or any similar form, orin connection with certain other registrations), it will use its best effortsto allow other parties to the registration rights agreement to have theirshares of the Company’s common stock (or a portion of their shares underspecified circumstances) included in the offering if the registration formproposed to be used may be used to register the shares. Registration expensesof the selling stockholders (other than underwriting fees, brokerage fees andtransfer taxes applicable to the shares sold 

72

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**17.Related Party Transactions: (Continued)**

by suchstockholders or the fees and expenses of any accountants or otherrepresentatives retained by a selling stockholder) will be paid by the Company.The Company has agreed to indemnify the stockholders against certain customaryliabilities in connection with any registration.

**Advisory Agreement**

In connection with the2003 Stock Transaction, the Company entered into an advisory agreement with CVCManagement LLC, or CVC Management, pursuant to which CVC Management may providefinancial, advisory and consulting services to the Company. In exchange forthese services, CVC Management will be entitled to an annual advisory fee. CVCManagement’s annual advisory fee will be the greater of $0.6 million per yearor 1% of the Company’s consolidated EBITDA (as defined in the advisoryagreement), plus out-of-pocket expenses. Annual advisory fees in excess of $1.0million are subject to the consent of the Company’s lenders under the creditfacility. In December 2004, the Company paid $1.2 million to CVCManagement for the 2004 annual advisory fee. In December 2003, the Companypaid $0.8 million to CVC Management for the 2003 annual advisory fee. TheCompany has also agreed to pay CVC Management a transaction fee in connectionwith the consummation of each acquisition, divestiture or financing, includingany refinancing, by the Company or any of its subsidiaries, in an amount equalto 1% of the value of the transaction, plus reasonable out-of-pocket expenses.Pursuant to the advisory agreement, the Company paid CVC Management a $1.0million transaction fee in July 2003 in connection with services providedin connection with the 2003 Stock Transaction, a $2.0 million transaction feein August 2003 in connection with the issuance and sale of the 8.5% Notesand a $1.5 million transaction fee in October 2003 in connection with theamendment and restatement of the senior secured credit facility. These transactionfees were capitalized. This advisory agreement has an initial term of ten yearsfollowing the close of the 2003 Stock Transaction, subject to automatic oneyear extensions thereafter unless terminated by either party upon writtennotice 90 days prior to the expiration of the initial term or any extensionthereof. The advisory agreement automatically terminates on a change of controlor an initial public offering of the Company’s common stock. There are nominimum levels of service required to be provided pursuant to the advisoryagreement. The advisory agreement includes customary indemnification provisionsin favor of CVC Management.

**18. Subsequent Event:**

On January 31, 2005,the Company acquired substantially all of the assets and assumed certain liabilitiesof Gutter Suppliers, Inc. The purchase price, including approximately $0.6in acquisition related fees and expenses, was approximately $13.9 million.Gutter Suppliers, Inc. manufactures metal roof drainage products,primarily for the residential contractor market, and will be included in theRoof Drainage segment.

**19. SupplementalConsolidated Financial Statements:**

On August 6, 2003, Euramax International, Inc.and Euramax International Holdings B.V. (each a “Co-Obligor) issued the 8.50%Notes. Each of the domestic restricted subsidiaries, as defined in the relatedbond indenture (the “Guarantor Subsidiaries”), fully and unconditionallyguarantee the obligations of the Co-Obligors. The following supplementalconsolidating financial statements as of

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**19.Supplemental Consolidated Financial Statements: (Continued)**

December 31, 2004 and December 26, 2003, andfor the year ended December 31, 2004, the five months ended May 23,2003, the seven months ended December 26, 2003 and the year ended December 27,2002, reflect the financial position, results of operations, and cash flows ofeach of the Co-Obligors, and such combined information of the GuarantorSubsidiaries and the non-guarantor subsidiaries, as if the guarantor structureof the $200.0 million of 8.50% Notes had been outstanding for each period.Euramax International Holdings B.V. was not acquired until July 17, 2003,had no assets or liabilities until August 6, 2003 and has no operationsother than equity interests in consolidated subsidiaries that were acquired on March 16,2004.
| ** **                               | ** ** | **Successor year ended December 31, 2004** | ** ** |
|------------------------------------------|------------|---------------------------------------------------------------------|------------|
| ** **                               | ** ** | ** **                                                          | ** ** | **Euramax** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                               | ** ** | **Euramax**                                                         | ** ** | **International** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                               | ** ** | **International**                                                   | ** ** | **Holdings** | ** ** | ** ** | ** ** | **Non-** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                               | ** ** | **Inc.**                                                            | ** ** | **BV** | ** ** | **Guarantor** | ** ** | **Guarantor** | ** ** | ** ** | ** ** | **Consolidated** | ** ** |
| ** **                               | ** ** | **(Co-Obligor)**                                                    | ** ** | **(Co-Obligor)** | ** ** | **Subsidiaries** | ** ** | **Subsidiaries** | ** ** | **Eliminations** | ** ** | **Totals** | ** ** |
| Net sales                                |       |                                                                | $          | — |   |   |   | $ | — |   |   |   | $ | 648,933 |   |   |   | $ | 318,232 |   |   |   | $ | (2,338 | ) |   |   | $ | 964,827 |   |   |
| Costs and  expenses:                     |       |                                                                |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of goods sold                       |       |                                                                | —     |   |   |   | — |   |   |   | 518,118 |   |   |   | 245,004 |   |   |   | (2,338 | ) |   |   | 760,784 |   |   |
| Selling and general                      |       |                                                                | 2,769      |   |   |   | 171 |   |   |   | 58,275 |   |   |   | 24,587 |   |   |   | — |   |   |   | 85,802 |   |   |
| Depreciation and amortization            |       |                                                                | —     |   |   |   | — |   |   |   | 13,923 |   |   |   | 7,092 |   |   |   | — |   |   |   | 21,015 |   |   |
| (Loss) earnings from operations          |       |                                                                | (2,769     | ) |   |   | (171 | ) |   |   | 58,617 |   |   |   | 41,549 |   |   |   | — |   |   |   | 97,226 |   |   |
| Equity in earnings of subsidiaries       |       |                                                                | 58,490     |   |   |   | 16,034 |   |   |   | — |   |   |   | 49 |   |   |   | (74,573 | ) |   |   | — |   |   |
| Interest expense,  net                   |       |                                                                | (12,712    | ) |   |   | (6,115 | ) |   |   | (3,035 | ) |   |   | (2,301 | ) |   |   | — |   |   |   | (24,163 | ) |   |
| Internal interest  income (expense), net |       |                                                                | 1,047      |   |   |   | 997 |   |   |   | (6,435 | ) |   |   | 4,391 |   |   |   | — |   |   |   | — |   |   |
| Other (expense)  income,  net            |       |                                                                | (4,474     | ) |   |   | 413 |   |   |   | (3,261 | ) |   |   | 2,285 |   |   |   | — |   |   |   | (5,037 | ) |   |
| Earnings before income taxes        |       |                                                                | 39,582     |   |   |   | 11,158 |   |   |   | 45,886 |   |   |   | 45,973 |   |   |   | (74,573 | ) |   |   | 68,026 |   |   |
| (Benefit) provision for income taxes     |       |                                                                | (4,212     | ) |   |   | (1,351 | ) |   |   | 17,273 |   |   |   | 12,522 |   |   |   | — |   |   |   | 24,232 |   |   |
| Net earnings                             |       |                                                                | $          | 43,794 |   |   |   | $ | 12,509 |   |   |   | $ | 28,613 |   |   |   | $ | 33,451 |   |   |   | $ | (74,573 | ) |   |   | $ | 43,794 |   |   |

 

74

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**19. SupplementalConsolidated Financial Statements: (Continued)**
| ** **                               | ** ** | **Successor seven months ended December 26, 2003** | ** ** |
|------------------------------------------|------------|----------------------------------------------------------------------------------|------------|
| ** **                               | ** ** | ** **                                                                       | ** ** | **Euramax** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                               | ** ** | **Euramax**                                                                      | ** ** | **International** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                               | ** ** | **International**                                                                | ** ** | **Holdings** | ** ** | ** ** | ** ** | **Non-** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                               | ** ** | **Inc.**                                                                         | ** ** | **BV** | ** ** | **Guarantor** | ** ** | **Guarantor** | ** ** | ** ** | ** ** | **Consolidated** | ** ** |
| ** **                               | ** ** | **(Co-Obligor)**                                                                 | ** ** | **(Co-Obligor)** | ** ** | **Subsidiaries** | ** ** | **Subsidiaries** | ** ** | **Eliminations** | ** ** | **Totals** | ** ** |
| Net sales                                |       |                                                                             | $          | — |   |   |   | $ | — |   |   |   | $ | 326,001 |   |   |   | $ | 158,213 |   |   |   | $ | (526 | ) |   |   | $ | 483,688 |   |   |
| Costs and  expenses:                     |       |                                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of goods sold                       |       |                                                                             | —     |   |   |   | — |   |   |   | 262,919 |   |   |   | 126,436 |   |   |   | (526 | ) |   |   | 388,829 |   |   |
| Selling and general                      |       |                                                                             | 2,379      |   |   |   | — |   |   |   | 33,770 |   |   |   | 13,500 |   |   |   | — |   |   |   | 49,649 |   |   |
| Depreciation and amortization            |       |                                                                             | —     |   |   |   | — |   |   |   | 5,485 |   |   |   | 5,154 |   |   |   | — |   |   |   | 10,639 |   |   |
| (Loss) earnings from operations          |       |                                                                             | (2,379     | ) |   |   | — |   |   |   | 23,827 |   |   |   | 13,123 |   |   |   | — |   |   |   | 34,571 |   |   |
| Equity in earnings of subsidiaries       |       |                                                                             | 18,610     |   |   |   | — |   |   |   | — |   |   |   | 108 |   |   |   | (18,718 | ) |   |   | — |   |   |
| Interest expense,  net                   |       |                                                                             | (5,900     | ) |   |   | (2,223 | ) |   |   | (965 | ) |   |   | (3,571 | ) |   |   | — |   |   |   | (12,659 | ) |   |
| Internal interest  (expense) income, net |       |                                                                             | (679       | ) |   |   | 2,041 |   |   |   | (3,956 | ) |   |   | 2,594 |   |   |   | — |   |   |   | — |   |   |
| Other income  (expense),  net            |       |                                                                             | 2,579      |   |   |   | 1,098 |   |   |   | 140 |   |   |   | (3,865 | ) |   |   | — |   |   |   | (48 | ) |   |
| Earnings before income taxes        |       |                                                                             | 12,231     |   |   |   | 916 |   |   |   | 19,046 |   |   |   | 8,389 |   |   |   | (18,718 | ) |   |   | 21,864 |   |   |
| (Benefit) provision for income taxes     |       |                                                                             | (2,525     | ) |   |   | 315 |   |   |   | 6,786 |   |   |   | 2,532 |   |   |   | — |   |   |   | 7,108 |   |   |
| Net earnings                             |       |                                                                             | $          | 14,756 |   |   |   | $ | 601 |   |   |   | $ | 12,260 |   |   |   | $ | 5,857 |   |   |   | $ | (18,718 | ) |   |   | $ | 14,756 |   |   |

 

75

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**19. SupplementalConsolidated Financial Statements: (Continued)**
| ** **                                | ** ** | **Predecessor five months ended May 23, 2003** | ** ** |
|-------------------------------------------|------------|------------------------------------------------------------------------------|------------|
| ** **                                | ** ** | ** **                                                                   | ** ** | **Euramax** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                | ** ** | **Euramax**                                                                  | ** ** | **International** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                | ** ** | **International**                                                            | ** ** | **Holdings** | ** ** | ** ** | ** ** | **Non-** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                | ** ** | **Inc.**                                                                     | ** ** | **BV** | ** ** | **Guarantor** | ** ** | **Guarantor** | ** ** | ** ** | ** ** | **Consolidated** | ** ** |
| ** **                                | ** ** | **(Co-Obligor)**                                                             | ** ** | **(Co-Obligor)** | ** ** | **Subsidiaries** | ** ** | **Subsidiaries** | ** ** | **Eliminations** | ** ** | **Totals** | ** ** |
| Net sales                                 |       |                                                                         | $          | — |   |   |   | $ | — |   |   |   | $ | 161,065 |   |   |   | $ | 99,851 |   |   |   | $ | (301 | ) |   |   | $ | 260,615 |   |   |
| Costs and  expenses:                      |       |                                                                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of goods sold                        |       |                                                                         | —     |   |   |   | — |   |   |   | 130,949 |   |   |   | 77,772 |   |   |   | (301 | ) |   |   | 208,420 |   |   |
| Selling and general                       |       |                                                                         | 393        |   |   |   | — |   |   |   | 17,473 |   |   |   | 8,287 |   |   |   | — |   |   |   | 26,153 |   |   |
| Depreciation and amortization             |       |                                                                         | —     |   |   |   | — |   |   |   | 3,307 |   |   |   | 2,969 |   |   |   | — |   |   |   | 6,276 |   |   |
| (Loss) earnings from operations           |       |                                                                         | (393       | ) |   |   | — |   |   |   | 9,336 |   |   |   | 10,823 |   |   |   | — |   |   |   | 19,766 |   |   |
| Equity in earnings (loss) of subsidiaries |       |                                                                         | 8,980      |   |   |   | — |   |   |   | — |   |   |   | (53 | ) |   |   | (8,927 | ) |   |   | — |   |   |
| Interest expense,  net                    |       |                                                                         | (1,745     | ) |   |   | — |   |   |   | (1,466 | ) |   |   | (5,915 | ) |   |   | — |   |   |   | (9,126 | ) |   |
| Internal interest  (expense) income, net  |       |                                                                         | (1,120     | ) |   |   | — |   |   |   | (2,931 | ) |   |   | 4,051 |   |   |   | — |   |   |   | — |   |   |
| Other income, net                         |       |                                                                         | —     |   |   |   | — |   |   |   | 103 |   |   |   | 403 |   |   |   | — |   |   |   | 506 |   |   |
| Earnings before income taxes         |       |                                                                         | 5,722      |   |   |   | — |   |   |   | 5,042 |   |   |   | 9,309 |   |   |   | (8,927 | ) |   |   | 11,146 |   |   |
| (Benefit) provision for income taxes      |       |                                                                         | (1,170     | ) |   |   | — |   |   |   | 2,253 |   |   |   | 3,171 |   |   |   | — |   |   |   | 4,254 |   |   |
| Net earnings                              |       |                                                                         | $          | 6,892 |   |   |   | $ | — |   |   |   | $ | 2,789 |   |   |   | $ | 6,138 |   |   |   | $ | (8,927 | ) |   |   | $ | 6,892 |   |   |

 

76

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**19. SupplementalConsolidated Financial Statements: (Continued)**
| ** **                               | ** ** | **Predecessor year ended December 27, 2002** | ** ** |
|------------------------------------------|------------|-----------------------------------------------------------------------|------------|
| ** **                               | ** ** | ** **                                                            | ** ** | **Euramax** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                               | ** ** | **Euramax**                                                           | ** ** | **International** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                               | ** ** | **International**                                                     | ** ** | **Holdings** | ** ** | ** ** | ** ** | **Non-** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                               | ** ** | **Inc.**                                                              | ** ** | **BV** | ** ** | **Guarantor** | ** ** | **Guarantor** | ** ** | ** ** | ** ** | **Consolidated** | ** ** |
| ** **                               | ** ** | **(Co-Obligor)**                                                      | ** ** | **(Co-Obligor)** | ** ** | **Subsidiaries** | ** ** | **Subsidiaries** | ** ** | **Eliminations** | ** ** | **Totals** | ** ** |
| Net sales                                |       |                                                                  | $          | — |   |   |   | $ | — |   |   |   | $ | 440,901 |   |   |   | $ | 198,712 |   |   |   | $ | (464 | ) |   |   | $ | 639,149 |   |   |
| Costs and  expenses:                     |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of goods sold                       |       |                                                                  | —     |   |   |   | — |   |   |   | 350,601 |   |   |   | 158,117 |   |   |   | (464 | ) |   |   | 508,254 |   |   |
| Selling and general                      |       |                                                                  | 2,039      |   |   |   | — |   |   |   | 44,045 |   |   |   | 17,509 |   |   |   | — |   |   |   | 63,593 |   |   |
| Depreciation and amortization            |       |                                                                  | —     |   |   |   | — |   |   |   | 7,831 |   |   |   | 6,137 |   |   |   | — |   |   |   | 13,968 |   |   |
| (Loss) earnings from operations          |       |                                                                  | (2,039     | ) |   |   | — |   |   |   | 38,424 |   |   |   | 16,949 |   |   |   | — |   |   |   | 53,334 |   |   |
| Equity in earnings of subsidiaries       |       |                                                                  | 25,793     |   |   |   | — |   |   |   | — |   |   |   | 60 |   |   |   | (25,853 | ) |   |   | — |   |   |
| Interest expense,  net                   |       |                                                                  | (4,224     | ) |   |   | — |   |   |   | (4,111 | ) |   |   | (14,413 | ) |   |   | — |   |   |   | (22,748 | ) |   |
| Internal interest  (expense) income, net |       |                                                                  | (1,909     | ) |   |   | — |   |   |   | (6,256 | ) |   |   | 8,165 |   |   |   | — |   |   |   | — |   |   |
| Other (expense)  income,  net            |       |                                                                  | —     |   |   |   | — |   |   |   | (134 | ) |   |   | 837 |   |   |   | — |   |   |   | 703 |   |   |
| Earnings before income taxes        |       |                                                                  | 17,621     |   |   |   | — |   |   |   | 27,923 |   |   |   | 11,598 |   |   |   | (25,853 | ) |   |   | 31,289 |   |   |
| (Benefit) provision for income taxes     |       |                                                                  | (2,236     | ) |   |   | — |   |   |   | 9,787 |   |   |   | 3,881 |   |   |   | — |   |   |   | 11,432 |   |   |
| Net earnings                             |       |                                                                  | $          | 19,857 |   |   |   | $ | — |   |   |   | $ | 18,136 |   |   |   | $ | 7,717 |   |   |   | $ | (25,853 | ) |   |   | $ | 19,857 |   |   |

 

77

----

**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**19. Supplemental Consolidated FinancialStatements: (Continued)**
| ** **                                          | ** ** | **Successor as of December 31, 2004** | ** ** |
|-----------------------------------------------------|------------|----------------------------------------------------------------|------------|
| ** **                                          | ** ** | **Euramax**                                                    | ** ** | **Euramax** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                          | ** ** | **International,**                                             | ** ** | **International** | ** ** | ** ** | ** ** | **Non-** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                          | ** ** | **Inc.**                                                       | ** ** | **Holdings B.V.** | ** ** | **Guarantor** | ** ** | **Guarantor** | ** ** | ** ** | ** ** | **Consolidated** | ** ** |
| ** **                                          | ** ** | **(Co-Obligor)**                                               | ** ** | **(Co-Obligor)** | ** ** | **Subsidiaries** | ** ** | **Subsidiaries** | ** ** | **Eliminations** | ** ** | **Totals** | ** ** |
| **ASSETS**                                          | ** ** |                                                           | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |
| Current assets:                                     |       |                                                           |       | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |
| Cash and cash  equivalents                          |       |                                                           | $          | 1 | ** ** |   |   | $ | 18 | ** ** |   |   | $ | 1,113 | ** ** |   |   | $ | 42,745 | ** ** |   |   | $ | — | ** ** |   |   | $ | 43,877 | ** ** |   |
| Accounts  receivable, net                           |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 64,187 | ** ** |   |   | 67,130 | ** ** |   |   | — | ** ** |   |   | 131,317 | ** ** |   |
| Inventories, net                                    |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 97,724 | ** ** |   |   | 36,556 | ** ** |   |   | — | ** ** |   |   | 134,280 | ** ** |   |
| Deferred income  taxes                              |       |                                                           | 2,609      | ** ** |   |   | — | ** ** |   |   | 5,065 | ** ** |   |   | 458 | ** ** |   |   | — | ** ** |   |   | 8,132 | ** ** |   |
| Other current  assets                               |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 1,413 | ** ** |   |   | 1,177 | ** ** |   |   | — | ** ** |   |   | 2,590 | ** ** |   |
| Total current  assets                               |       |                                                           | 2,610      | ** ** |   |   | 18 | ** ** |   |   | 169,502 | ** ** |   |   | 148,066 | ** ** |   |   | — | ** ** |   |   | 320,196 | ** ** |   |
| Property, plant  and equipment, net            |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 73,595 | ** ** |   |   | 87,693 | ** ** |   |   | — | ** ** |   |   | 161,288 | ** ** |   |
| Amounts due from  affiliates                        |       |                                                           | 125,722    | ** ** |   |   | 193 | ** ** |   |   | 87,168 | ** ** |   |   | 86,943 | ** ** |   |   | (300,026 | ) |   |   | — | ** ** |   |
| Goodwill, net                                       |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 94,275 | ** ** |   |   | 46,208 | ** ** |   |   |   | ** ** |   |   | 140,483 | ** ** |   |
| Customer  relationships, net                        |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 25,693 | ** ** |   |   | 15,609 | ** ** |   |   |   | ** ** |   |   | 41,302 | ** ** |   |
| Other intangible  assets, net                       |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 2,085 | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | 2,085 | ** ** |   |
| Investment in  consolidated subsidiaries            |       |                                                           | 300,114    | ** ** |   |   | 114,179 | ** ** |   |   | — | ** ** |   |   | 1,159 | ** ** |   |   | (415,452 | ) |   |   | — | ** ** |   |
| Deferred income  taxes                              |       |                                                           | —     | ** ** |   |   | 2,231 | ** ** |   |   | — | ** ** |   |   | 3,703 | ** ** |   |   | — | ** ** |   |   | 5,934 | ** ** |   |
| Other assets                                        |       |                                                           | 5,422      | ** ** |   |   | 2,937 | ** ** |   |   | 6,001 | ** ** |   |   | 1,393 | ** ** |   |   | — | ** ** |   |   | 15,753 | ** ** |   |
|                                                |       |                                                           | $          | 433,868 | ** ** |   |   | $ | 119,558 | ** ** |   |   | $ | 458,319 | ** ** |   |   | $ | 390,774 | ** ** |   |   | $ | (715,478 | ) |   |   | $ | 687,041 | ** ** |   |
| **LIABILITIES AND SHAREHOLDERS’ EQUITY**       |       |                                                           |       | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |
| Current liabilities:                                |       |                                                           |       | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |
| Cash overdrafts                                     |       |                                                           | $          | — | ** ** |   |   | $ | — | ** ** |   |   | $ | 2,376 | ** ** |   |   | $ | — | ** ** |   |   | $ | — | ** ** |   |   | $ | 2,376 | ** ** |   |
| Accounts payable                                    |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 58,145 | ** ** |   |   | 45,833 | ** ** |   |   | — | ** ** |   |   | 103,978 | ** ** |   |
| Accrued expenses                                    |       |                                                           | 275        | ** ** |   |   | — | ** ** |   |   | 27,347 | ** ** |   |   | 14,649 | ** ** |   |   | — | ** ** |   |   | 42,271 | ** ** |   |
| Accrued interest  payable                           |       |                                                           | 4,375      | ** ** |   |   | 2,246 | ** ** |   |   | 488 | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | 7,109 | ** ** |   |
| Income taxes  payable                               |       |                                                           | (3,612     | ) |   |   | (1,515 | ) |   |   | (1,478 | ) |   |   | 10,666 | ** ** |   |   | — | ** ** |   |   | 4,061 | ** ** |   |
| Deferred income  taxes                              |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | 959 | ** ** |   |   | — | ** ** |   |   | 959 | ** ** |   |
| Liability under  financial derivatives              |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | 9,850 | ** ** |   |   | — | ** ** |   |   | 9,850 | ** ** |   |
| Current maturities  of long-term debt               |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 361 | ** ** |   |   | 7,924 | ** ** |   |   | — | ** ** |   |   | 8,285 | ** ** |   |
| Total current  liabilities                          |       |                                                           | 1,038      | ** ** |   |   | 731 | ** ** |   |   | 87,239 | ** ** |   |   | 89,881 | ** ** |   |   | — | ** ** |   |   | 178,889 | ** ** |   |
| Long-term debt,  less current maturities            |       |                                                           | 137,255    | ** ** |   |   | 62,745 | ** ** |   |   | 52,033 | ** ** |   |   | 24,053 | ** ** |   |   | — | ** ** |   |   | 276,086 | ** ** |   |
| Amounts due to  affiliates                          |       |                                                           | 149,233    | ** ** |   |   | 2,200 | ** ** |   |   | 125,451 | ** ** |   |   | 23,142 | ** ** |   |   | (300,026 | ) |   |   | — | ** ** |   |
| Deferred income  taxes                              |       |                                                           | 748        | ** ** |   |   | — | ** ** |   |   | 29,986 | ** ** |   |   | 21,982 | ** ** |   |   | — | ** ** |   |   | 52,716 | ** ** |   |
| Other liabilities                                   |       |                                                           | —     | ** ** |   |   | 13,848 | ** ** |   |   | 3,470 | ** ** |   |   | 14,869 | ** ** |   |   | — | ** ** |   |   | 32,187 | ** ** |   |
| Total liabilities                                   |       |                                                           | 288,274    | ** ** |   |   | 79,524 | ** ** |   |   | 298,179 | ** ** |   |   | 173,927 | ** ** |   |   | (300,026 | ) |   |   | 539,878 | ** ** |   |
| Shareholders’equity:                           |       |                                                           |       | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |
| Class A  common stock                          |       |                                                           | 500        | ** ** |   |   | 21 | ** ** |   |   | 1 | ** ** |   |   | 35,023 | ** ** |   |   | (35,045 | ) |   |   | 500 | ** ** |   |
| Additional paid-in  capital                         |       |                                                           | 155,866    | ** ** |   |   | 29,170 | ** ** |   |   | 119,166 | ** ** |   |   | 110,673 | ** ** |   |   | (259,380 | ) |   |   | 155,495 | ** ** |   |
| Treasury stock                                      |       |                                                           | (69,836    | ) |   |   | — | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | (69,836 | ) |   |
| Restricted stock                                    |       |                                                           | (2,616     | ) |   |   | — | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | (2,616 | ) |   |
| Retained earnings                                   |       |                                                           | 58,550     | ** ** |   |   | 13,109 | ** ** |   |   | 41,426 | ** ** |   |   | 33,003 | ** ** |   |   | (87,538 | ) |   |   | 58,550 | ** ** |   |
| Accumulated other  comprehensive income (loss) |       |                                                           | 3,130      | ** ** |   |   | (2,266 | ) |   |   | (453 | ) |   |   | 38,148 | ** ** |   |   | (33,489 | ) |   |   | 5,070 | ** ** |   |
| Total  shareholders’ equity                    |       |                                                           | 145,594    | ** ** |   |   | 40,034 | ** ** |   |   | 160,140 | ** ** |   |   | 216,847 | ** ** |   |   | (415,452 | ) |   |   | 147,163 | ** ** |   |
|                                                |       |                                                           | $          | 433,868 | ** ** |   |   | $ | 119,558 | ** ** |   |   | $ | 458,319 | ** ** |   |   | $ | 390,774 | ** ** |   |   | $ | (715,478 | ) |   |   | $ | 687,041 | ** ** |   |

 

78

----

**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**19. Supplemental Consolidated FinancialStatements: (Continued)**
| ** **                                         | ** ** | **Successor as of December 26, 2003** | ** ** |
|----------------------------------------------------|------------|----------------------------------------------------------------|------------|
| ** **                                         | ** ** | **Euramax**                                                    | ** ** | **Euramax** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                         | ** ** | **International,**                                             | ** ** | **International** | ** ** | ** ** | ** ** | **Non-** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                         | ** ** | **Inc.**                                                       | ** ** | **Holdings B.V.** | ** ** | **Guarantor** | ** ** | **Guarantor** | ** ** | ** ** | ** ** | **Consolidated** | ** ** |
| ** **                                         | ** ** | **(Co-Obligor)**                                               | ** ** | **(Co-Obligor)** | ** ** | **Subsidiaries** | ** ** | **Subsidiaries** | ** ** | **Eliminations** | ** ** | **Totals** | ** ** |
| **ASSETS**                                         | ** ** |                                                           | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |   | ** ** | ** ** |   |
| Current assets:                                    |       |                                                           |       | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |
| Cash and cash equivalents                          |       |                                                           | $          | — | ** ** |   |   | $ | 21 | ** ** |   |   | $ | 19,408 | ** ** |   |   | $ | 28,798 | ** ** |   |   | $ | — | ** ** |   |   | $ | 48,227 | ** ** |   |
| Accounts receivable, net                           |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 56,753 | ** ** |   |   | 64,936 | ** ** |   |   | — | ** ** |   |   | 121,689 | ** ** |   |
| Inventories, net                                   |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 59,249 | ** ** |   |   | 30,294 | ** ** |   |   | — | ** ** |   |   | 89,543 | ** ** |   |
| Deferred income taxes                              |       |                                                           | 111        | ** ** |   |   | — | ** ** |   |   | 6,207 | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | 6,318 | ** ** |   |
| Other current assets                               |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 997 | ** ** |   |   | 873 | ** ** |   |   | — | ** ** |   |   | 1,870 | ** ** |   |
| Total current assets                               |       |                                                           | 111        | ** ** |   |   | 21 | ** ** |   |   | 142,614 | ** ** |   |   | 124,901 | ** ** |   |   | — | ** ** |   |   | 267,647 | ** ** |   |
| Property, plant and equipment, net            |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 64,865 | ** ** |   |   | 76,572 | ** ** |   |   | — | ** ** |   |   | 141,437 | ** ** |   |
| Amounts due from affiliates                        |       |                                                           | 144,695    | ** ** |   |   | 62,932 | ** ** |   |   | 21,792 | ** ** |   |   | 37,924 | ** ** |   |   | (267,343 | ) |   |   | — | ** ** |   |
| Goodwill, net                                      |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 127,457 | ** ** |   |   | 48,937 | ** ** |   |   | — | ** ** |   |   | 176,394 | ** ** |   |
| Investment in consolidated subsidiaries            |       |                                                           | 277,405    | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | 1,110 | ** ** |   |   | (278,515 | ) |   |   | — | ** ** |   |
| Deferred income taxes                              |       |                                                           | 75         | ** ** |   |   | — | ** ** |   |   | 3 | ** ** |   |   | 3,517 | ** ** |   |   | — | ** ** |   |   | 3,595 | ** ** |   |
| Other assets                                       |       |                                                           | 5,723      | ** ** |   |   | 2,866 | ** ** |   |   | 9,478 | ** ** |   |   | 1,689 | ** ** |   |   | — | ** ** |   |   | 19,756 | ** ** |   |
|                                               |       |                                                           | $          | 428,009 | ** ** |   |   | $ | 65,819 | ** ** |   |   | $ | 366,209 | ** ** |   |   | $ | 294,650 | ** ** |   |   | $ | (545,858 | ) |   |   | $ | 608,829 | ** ** |   |
| **LIABILITIES AND SHAREHOLDERS’ EQUITY**      |       |                                                           |       | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |
| Current liabilities:                               |       |                                                           |       | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |
| Cash overdrafts                                    |       |                                                           | $          | — | ** ** |   |   | $ | — | ** ** |   |   | $ | 436 | ** ** |   |   | $ | — | ** ** |   |   | $ | — | ** ** |   |   | $ | 436 | ** ** |   |
| Accounts payable                                   |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 49,817 | ** ** |   |   | 41,872 | ** ** |   |   | — | ** ** |   |   | 91,689 | ** ** |   |
| Accrued expenses                                   |       |                                                           | 782        | ** ** |   |   | — | ** ** |   |   | 26,097 | ** ** |   |   | 12,525 | ** ** |   |   | — | ** ** |   |   | 39,404 | ** ** |   |
| Accrued interest payable                           |       |                                                           | 4,477      | ** ** |   |   | 2,092 | ** ** |   |   | 129 | ** ** |   |   | 370 | ** ** |   |   | — | ** ** |   |   | 7,068 | ** ** |   |
| Income taxes payable                               |       |                                                           | (4,720     | ) |   |   | (71 | ) |   |   | 3,686 | ** ** |   |   | 4,936 | ** ** |   |   | — | ** ** |   |   | 3,831 | ** ** |   |
| Deferred income taxes                              |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | 936 | ** ** |   |   | — | ** ** |   |   | 936 | ** ** |   |
| Current maturities of long-term debt               |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 436 | ** ** |   |   | 7,051 | ** ** |   |   | — | ** ** |   |   | 7,487 | ** ** |   |
| Total current liabilities                          |       |                                                           | 539        | ** ** |   |   | 2,021 | ** ** |   |   | 80,601 | ** ** |   |   | 67,690 | ** ** |   |   | — | ** ** |   |   | 150,851 | ** ** |   |
| Long-term debt, less current maturities            |       |                                                           | 137,255    | ** ** |   |   | 62,745 | ** ** |   |   | 2,299 | ** ** |   |   | 29,508 | ** ** |   |   | — | ** ** |   |   | 231,807 | ** ** |   |
| Amounts due to affiliates                          |       |                                                           | 121,004    | ** ** |   |   | 2 | ** ** |   |   | 122,504 | ** ** |   |   | 23,833 | ** ** |   |   | (267,343 | ) |   |   | — | ** ** |   |
| Deferred income taxes                              |       |                                                           | —     | ** ** |   |   | 398 | ** ** |   |   | 14,308 | ** ** |   |   | 14,576 | ** ** |   |   | — | ** ** |   |   | 29,282 | ** ** |   |
| Other liabilities                                  |       |                                                           | —     | ** ** |   |   | — | ** ** |   |   | 5,355 | ** ** |   |   | 21,584 | ** ** |   |   | — | ** ** |   |   | 26,939 | ** ** |   |
| Total liabilities                                  |       |                                                           | 258,798    | ** ** |   |   | 65,166 | ** ** |   |   | 225,067 | ** ** |   |   | 157,191 | ** ** |   |   | (267,343 | ) |   |   | 438,879 | ** ** |   |
| Shareholders’equity:                          |       |                                                           |       | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |   |   | ** ** |   |
| Class A common stock                          |       |                                                           | 500        | ** ** |   |   | 21 | ** ** |   |   | 1 | ** ** |   |   | 35,000 | ** ** |   |   | (35,022 | ) |   |   | 500 | ** ** |   |
| Additional paid-in capital                         |       |                                                           | 155,866    | ** ** |   |   | — | ** ** |   |   | 125,681 | ** ** |   |   | 78,066 | ** ** |   |   | (204,118 | ) |   |   | 155,495 | ** ** |   |
| Treasury stock                                     |       |                                                           | (1,964     | ) |   |   | — | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | (1,964 | ) |   |
| Restricted stock                                   |       |                                                           | (3,381     | ) |   |   | — | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | — | ** ** |   |   | (3,381 | ) |   |
| Retained earnings                                  |       |                                                           | 14,756     | ** ** |   |   | 601 | ** ** |   |   | 15,468 | ** ** |   |   | 10,266 | ** ** |   |   | (26,335 | ) |   |   | 14,756 | ** ** |   |
| Accumulated other comprehensive income (loss) |       |                                                           | 3,434      | ** ** |   |   | 31 | ** ** |   |   | (8 | ) |   |   | 14,127 | ** ** |   |   | (13,040 | ) |   |   | 4,544 | ** ** |   |
| Total shareholders’ equity                    |       |                                                           | 169,211    | ** ** |   |   | 653 | ** ** |   |   | 141,142 | ** ** |   |   | 137,459 | ** ** |   |   | (278,515 | ) |   |   | 169,950 | ** ** |   |
|                                               |       |                                                           | $          | 428,009 | ** ** |   |   | $ | 65,819 | ** ** |   |   | $ | 366,209 | ** ** |   |   | $ | 294,650 | ** ** |   |   | $ | (545,858 | ) |   |   | $ | 608,829 | ** ** |   |

 

79

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**19. SupplementalConsolidated Financial Statements: (Continued)**
| ** **                                                                | ** ** | **Successor year ended December 31, 2004** | ** ** |
|---------------------------------------------------------------------------|------------|---------------------------------------------------------------------|------------|
| ** **                                                                | ** ** | **Euramax**                                                         | ** ** | **Euramax** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                | ** ** | **International,**                                                  | ** ** | **International** | ** ** | ** ** | ** ** | **Non-** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                | ** ** | **Inc.**                                                            | ** ** | **Holdings B.V.** | ** ** | **Guarantor** | ** ** | **Guarantor** | ** ** | ** ** | ** ** | **Consolidated** | ** ** |
| ** **                                                                | ** ** | **(Co-Obligor)**                                                    | ** ** | **(Co-Obligor)** | ** ** | **Subsidiaries** | ** ** | **Subsidiaries** | ** ** | **Eliminations** | ** ** | **Totals** | ** ** |
| Cash flows from operating activities:                                     |       |                                                                |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings                                                              |       |                                                                | $          | 43,794 |   |   |   | $ | 12,509 |   |   |   | $ | 28,613 |   |   |   | $ | 33,451 |   |   |   | $ | (74,573 | ) |   |   | $ | 43,794 |   |   |
| Reconciliation of net  earnings to cash provided by operating activities: |       |                                                                |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation and  amortization                                            |       |                                                                | —     |   |   |   | — |   |   |   | 13,923 |   |   |   | 7,092 |   |   |   | — |   |   |   | 21,015 |   |   |
| Amortization of  deferred finance fees                                    |       |                                                                | 844        |   |   |   | 417 |   |   |   | 641 |   |   |   | 360 |   |   |   | — |   |   |   | 2,262 |   |   |
| Amortization of  restricted stock grants                                  |       |                                                                | 765        |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | 765 |   |   |
| Provision for  doubtful accounts                                          |       |                                                                | —     |   |   |   | — |   |   |   | 251 |   |   |   | (66 | ) |   |   | — |   |   |   | 185 |   |   |
| Foreign exchange  loss (gain)                                             |       |                                                                | 4,490      |   |   |   | (413 | ) |   |   | 4,189 |   |   |   | (1,851 | ) |   |   | — |   |   |   | 6,415 |   |   |
| Loss (gain) on  sale of assets                                            |       |                                                                | —     |   |   |   | — |   |   |   | 4 |   |   |   | (541 | ) |   |   | — |   |   |   | (537 | ) |   |
| Deferred income  taxes                                                    |       |                                                                | (936       | ) |   |   | (100 | ) |   |   | 1,328 |   |   |   | 3,408 |   |   |   | — |   |   |   | 3,700 |   |   |
| Dividends received                                                        |       |                                                                | 63,737     |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | (63,737 | ) |   |   | — |   |   |
| Equity in earnings  of subsidiaries                                       |       |                                                                | (58,490    | ) |   |   | (16,034 | ) |   |   | — |   |   |   | (49 | ) |   |   | 74,573 |   |   |   | — |   |   |
| Changes in  operating assets and  liabilities                             |       |                                                                | 437        |   |   |   | (1,186 | ) |   |   | (42,155 | ) |   |   | (1,069 | ) |   |   | — |   |   |   | (43,973 | ) |   |
| Net cash provided  by operating activities                                |       |                                                                | 54,641     |   |   |   | (4,807 | ) |   |   | 6,794 |   |   |   | 40,735 |   |   |   | (63,737 | ) |   |   | 33,626 |   |   |
| Cash flows from investing activites:                                      |       |                                                                |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from sale  of assets                                             |       |                                                                | —     |   |   |   | — |   |   |   | 76 |   |   |   | 1,031 |   |   |   | — |   |   |   | 1,107 |   |   |
| Purchases of  businesses                                                  |       |                                                                | —     |   |   |   | — |   |   |   | (1,292 | ) |   |   | — |   |   |   | — |   |   |   | (1,292 | ) |   |
| Contributed  capital to subsidiaries                                      |       |                                                                | (28,262    | ) |   |   | — |   |   |   | — |   |   |   | — |   |   |   | 28,262 |   |   |   | — |   |   |
| Transfer of  businesses between affiliates                                |       |                                                                | —     |   |   |   | (88,262 | ) |   |   | — |   |   |   | 88,262 |   |   |   | — |   |   |   | — |   |   |
| Capital  expenditures                                                     |       |                                                                | —     |   |   |   | — |   |   |   | (6,125 | ) |   |   | (5,013 | ) |   |   | — |   |   |   | (11,138 | ) |   |
| Net cash (used in)  provided by investing activities                      |       |                                                                | (28,262    | ) |   |   | (88,262 | ) |   |   | (7,341 | ) |   |   | 84,280 |   |   |   | 28,262 |   |   |   | (11,323 | ) |   |
| Cash flows from financing activities:                                     |       |                                                                |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Changes in cash  overdrafts                                               |       |                                                                | —     |   |   |   | — |   |   |   | 1,940 |   |   |   | — |   |   |   | — |   |   |   | 1,940 |   |   |
| Net borrowings on revolving  credit facility                              |       |                                                                | —     |   |   |   | — |   |   |   | 46,585 |   |   |   | 78 |   |   |   | — |   |   |   | 46,663 |   |   |
| Repayment of long-term  debt                                              |       |                                                                | —     |   |   |   | — |   |   |   | (437 | ) |   |   | (7,356 | ) |   |   | — |   |   |   | (7,793 | ) |   |
| Dividends paid                                                            |       |                                                                | —     |   |   |   | — |   |   |   | (2,656 | ) |   |   | (61,081 | ) |   |   | 63,737 |   |   |   | — |   |   |
| Expenses relating  to the 2003 Stock Transaction                          |       |                                                                | (664       | ) |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | (664 | ) |   |
| Deferred finance  fees                                                    |       |                                                                | (555       | ) |   |   | (249 | ) |   |   | (63 | ) |   |   | (24 | ) |   |   | — |   |   |   | (891 | ) |   |
| Purchase of  treasury stock                                               |       |                                                                | (67,872    | ) |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | (67,872 | ) |   |
| Contributed  capital from parent                                          |       |                                                                | —     |   |   |   | 28,262 |   |   |   | — |   |   |   | — |   |   |   | (28,262 | ) |   |   | — |   |   |
| Due (to) from  affiliates                                                 |       |                                                                | 42,713     |   |   |   | 64,759 |   |   |   | (62,397 | ) |   |   | (45,075 | ) |   |   | — |   |   |   | — |   |   |
| Net cash (used in)  provided by financing activities                      |       |                                                                | (26,378    | ) |   |   | 92,772 |   |   |   | (17,028 | ) |   |   | (113,458 | ) |   |   | 35,475 |   |   |   | (28,617 | ) |   |
| Effect of exchange  rate changes on cash                                  |       |                                                                | —     |   |   |   | 294 |   |   |   | (720 | ) |   |   | 2,390 |   |   |   | — |   |   |   | 1,964 |   |   |
| Net increase (decrease)  in cash and cash equivalents                     |       |                                                                | 1          |   |   |   | (3 | ) |   |   | (18,295 | ) |   |   | 13,947 |   |   |   | — |   |   |   | (4,350 | ) |   |
| Cash and cash  equivalents at beginning of period                         |       |                                                                | —     |   |   |   | 21 |   |   |   | 19,408 |   |   |   | 28,798 |   |   |   | — |   |   |   | 48,227 |   |   |
| Cash and cash  equivalents at end of period                               |       |                                                                | $          | 1 |   |   |   | $ | 18 |   |   |   | $ | 1,113 |   |   |   | $ | 42,745 |   |   |   | $ | — |   |   |   | $ | 43,877 |   |   |
| Supplemental cash flow  information:                                      |       |                                                                |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income taxes paid,  net                                                   |       |                                                                | $          | 15,352 |   |   |   | $ | 6 |   |   |   | $ | 1,385 |   |   |   | $ | 9,635 |   |   |   | $ | — |   |   |   | $ | 26,378 |   |   |
| Interest paid, net                                                        |       |                                                                | $          | 11,971 |   |   |   | $ | 5,556 |   |   |   | $ | 2,029 |   |   |   | $ | 2,369 |   |   |   | $ | — |   |   |   | $ | 21,925 |   |   |

 

80

----

**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**19. SupplementalConsolidated Financial Statements: (Continued)**
| ** **                                                                           | ** ** | **Successor seven months ended December 26, 2003** | ** ** |
|--------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------|------------|
| ** **                                                                           | ** ** | **Euramax**                                                                      | ** ** | **Euramax** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                           | ** ** | **International,**                                                               | ** ** | **International** | ** ** | ** ** | ** ** | **Non-** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                           | ** ** | **Inc.**                                                                         | ** ** | **Holdings B.V.** | ** ** | **Guarantor** | ** ** | **Guarantor** | ** ** | ** ** | ** ** | **Consolidated** | ** ** |
| ** **                                                                           | ** ** | **(Co-Obligor)**                                                                 | ** ** | **(Co-Obligor)** | ** ** | **Subsidiaries** | ** ** | **Subsidiaries** | ** ** | **Eliminations** | ** ** | **Totals** | ** ** |
| Cash flows from operating  activities:                                               |       |                                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings                                                                         |       |                                                                             | $          | 14,756 |   |   |   | $ | 601 |   |   |   | $ | 12,260 |   |   |   | $ | 5,857 |   |   |   | $ | (18,718 | ) |   |   | $ | 14,756 |   |   |
| Reconciliation of  net earnings to cash  (used in) provided by operating activities: |       |                                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation and  amortization                                                       |       |                                                                             | —     |   |   |   | — |   |   |   | 5,485 |   |   |   | 5,154 |   |   |   | — |   |   |   | 10,639 |   |   |
| Amortization of  deferred finance fees                                               |       |                                                                             | 281        |   |   |   | 132 |   |   |   | 356 |   |   |   | 265 |   |   |   | — |   |   |   | 1,034 |   |   |
| Amortization of  restricted stock grants                                             |       |                                                                             | 447        |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | 447 |   |   |
| Loss on redemption  of 11.25% Notes                                                  |       |                                                                             | 1,142      |   |   |   | — |   |   |   | — |   |   |   | 928 |   |   |   | — |   |   |   | 2,070 |   |   |
| Provision for  doubtful accounts                                                     |       |                                                                             | —     |   |   |   | — |   |   |   | 814 |   |   |   | (214 | ) |   |   | — |   |   |   | 600 |   |   |
| Foreign exchange  (gain) loss                                                        |       |                                                                             | (1,922     | ) |   |   | (1,098 | ) |   |   | — |   |   |   | 1,677 |   |   |   | — |   |   |   | (1,343 | ) |   |
| Loss (gain) on  sale of assets                                                       |       |                                                                             | —     |   |   |   | — |   |   |   | 33 |   |   |   | (34 | ) |   |   | — |   |   |   | (1 | ) |   |
| Deferred income  taxes                                                               |       |                                                                             | 453        |   |   |   | 379 |   |   |   | 1,728 |   |   |   | (3,638 | ) |   |   | — |   |   |   | (1,078 | ) |   |
| Equity in  (earnings) loss of subsidiaries                                           |       |                                                                             | (18,610    | ) |   |   | — |   |   |   | — |   |   |   | (108 | ) |   |   | 18,718 |   |   |   | — |   |   |
| Changes in  operating assets and liabilities                                    |       |                                                                             | 2,363      |   |   |   | 1,805 |   |   |   | 37,605 |   |   |   | 8,112 |   |   |   | — |   |   |   | 49,885 |   |   |
| Net cash (used in)  provided by operating activities                            |       |                                                                             | (1,090     | ) |   |   | 1,819 |   |   |   | 58,281 |   |   |   | 17,999 |   |   |   | — |   |   |   | 77,009 |   |   |
| Cash flows from investing  activites:                                                |       |                                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from sale  of assets                                                        |       |                                                                             | —     |   |   |   | — |   |   |   | 28 |   |   |   | 265 |   |   |   | — |   |   |   | 293 |   |   |
| Contributed  capital to subsidiaries                                                 |       |                                                                             | (33,201    | ) |   |   | — |   |   |   | — |   |   |   | — |   |   |   | 33,201 |   |   |   | — |   |   |
| Purchase of  businesses                                                              |       |                                                                             | —     |   |   |   | — |   |   |   | (35,256 | ) |   |   | — |   |   |   | — |   |   |   | (35,256 | ) |   |
| Capital  expenditures                                                                |       |                                                                             | —     |   |   |   | — |   |   |   | (2,163 | ) |   |   | (2,966 | ) |   |   | — |   |   |   | (5,129 | ) |   |
| Net cash used in  investing activities                                               |       |                                                                             | (33,201    | ) |   |   | — |   |   |   | (37,391 | ) |   |   | (2,701 | ) |   |   | 33,201 |   |   |   | (40,092 | ) |   |
| Cash flows from financing  activities:                                               |       |                                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Changes in cash  overdrafts                                                          |       |                                                                             | —     |   |   |   | — |   |   |   | (4,477 | ) |   |   | — |   |   |   | — |   |   |   | (4,477 | ) |   |
| Net (repayments)  borrowings on revolving credit facility                            |       |                                                                             | —     |   |   |   | — |   |   |   | (48,500 | ) |   |   | (33,179 | ) |   |   | — |   |   |   | (81,679 | ) |   |
| Repayment of  long-term debt, including premium                                      |       |                                                                             | (38,920    | ) |   |   | — |   |   |   | (14 | ) |   |   | (99,598 | ) |   |   | — |   |   |   | (138,532 | ) |   |
| Issuance of  long-term debt                                                          |       |                                                                             | 137,255    |   |   |   | 62,745 |   |   |   | — |   |   |   | 34,990 |   |   |   | — |   |   |   | 234,990 |   |   |
| Expenses relating  to the 2003 Stock  Transaction                                    |       |                                                                             | (3,171     | ) |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | (3,171 | ) |   |
| Issuance of common  stock from shares held in treasury                               |       |                                                                             | 354        |   |   |   | 21 |   |   |   | — |   |   |   | — |   |   |   | (21 | ) |   |   | 354 |   |   |
| Dividends paid                                                                       |       |                                                                             | —     |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |
| Deferred financing  fees                                                             |       |                                                                             | (6,020     | ) |   |   | (2,704 | ) |   |   | (2,437 | ) |   |   | (979 | ) |   |   | — |   |   |   | (12,140 | ) |   |
| Purchase of  treasury stock                                                          |       |                                                                             | (80        | ) |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | (80 | ) |   |
| Contributed  capital from parent                                                     |       |                                                                             | —     |   |   |   | — |   |   |   | 33,180 |   |   |   | — |   |   |   | (33,180 | ) |   |   | — |   |   |
| Due (to) from  affiliates                                                            |       |                                                                             | (55,127    | ) |   |   | (61,834 | ) |   |   | 20,096 |   |   |   | 96,865 |   |   |   | — |   |   |   | — |   |   |
| Net cash provided  by (used in) financing activities                            |       |                                                                             | 34,291     |   |   |   | (1,772 | ) |   |   | (2,152 | ) |   |   | (1,901 | ) |   |   | (33,201 | ) |   |   | (4,735 | ) |   |
| Effect of exchange  rate changes on cash                                             |       |                                                                             | —     |   |   |   | (26 | ) |   |   | — |   |   |   | 2,406 |   |   |   | — |   |   |   | 2,380 |   |   |
| Net increase in  cash and cash equivalents                                           |       |                                                                             | —     |   |   |   | 21 |   |   |   | 18,738 |   |   |   | 15,803 |   |   |   | — |   |   |   | 34,562 |   |   |
| Cash and cash  equivalents at beginning of period                                    |       |                                                                             | —     |   |   |   | — |   |   |   | 670 |   |   |   | 12,995 |   |   |   | — |   |   |   | 13,665 |   |   |
| Cash and  equivalents at end of period                                               |       |                                                                             | $          | — |   |   |   | $ | 21 |   |   |   | $ | 19,408 |   |   |   | $ | 28,798 |   |   |   | $ | — |   |   |   | $ | 48,227 |   |   |
| Supplemental cash flow  information:                                                 |       |                                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income taxes paid,  net                                                              |       |                                                                             | $          | 1,341 |   |   |   | $ | — |   |   |   | $ | 277 |   |   |   | $ | 3,907 |   |   |   | $ | — |   |   |   | $ | 5,525 |   |   |
| Interest paid, net                                                                   |       |                                                                             | $          | 1,839 |   |   |   | $ | — |   |   |   | $ | 627 |   |   |   | $ | 4,444 |   |   |   | $ | — |   |   |   | $ | 6,910 |   |   |

 

81

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**19. SupplementalConsolidated Financial Statements:** (Continued)
| ** **                                                                          | ** ** | **Predecessor five months ended May 23, 2003** | ** ** |
|-------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|
| ** **                                                                          | ** ** | **Euramax**                                                                  | ** ** | **Euramax** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                          | ** ** | **International,**                                                           | ** ** | **International** | ** ** | ** ** | ** ** | **Non-** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                          | ** ** | **Inc.**                                                                     | ** ** | **Holdings B.V.** | ** ** | **Guarantor** | ** ** | **Guarantor** | ** ** | ** ** | ** ** | **Consolidated** | ** ** |
| ** **                                                                          | ** ** | **(Co-Obligor)**                                                             | ** ** | **(Co-Obligor)** | ** ** | **Subsidiaries** | ** ** | **Subsidiaries** | ** ** | **Eliminations** | ** ** | **Totals** | ** ** |
| Cash flows from operating activities:                                               |       |                                                                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings                                                                        |       |                                                                         | $          | 6,892 |   |   |   | $ | — |   |   |   | $ | 2,789 |   |   |   | $ | 6,138 |   |   |   | $ | (8,927 | ) |   |   | $ | 6,892 |   |   |
| Reconciliation of net  earnings to cash (used in) provided by operating activities: |       |                                                                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation and  amortization                                                 |       |                                                                         | —     |   |   |   | — |   |   |   | 3,307 |   |   |   | 2,969 |   |   |   | — |   |   |   | 6,276 |   |   |
| Amortization of  deferred finance fees                                              |       |                                                                         | —     |   |   |   | — |   |   |   | 228 |   |   |   | 335 |   |   |   | — |   |   |   | 563 |   |   |
| Provision for  doubtful   accounts                                                  |       |                                                                         | —     |   |   |   | — |   |   |   | 90 |   |   |   | 122 |   |   |   | — |   |   |   | 212 |   |   |
| Foreign exchange  gain                                                              |       |                                                                         | —     |   |   |   | — |   |   |   | — |   |   |   | (405 | ) |   |   | — |   |   |   | (405 | ) |   |
| Loss (gain) on  sale of assets                                                      |       |                                                                         | —     |   |   |   | — |   |   |   | 6 |   |   |   | (38 | ) |   |   | — |   |   |   | (32 | ) |   |
| Deferred income  taxes                                                              |       |                                                                         | 26         |   |   |   | — |   |   |   | 107 |   |   |   | 2,029 |   |   |   | — |   |   |   | 2,162 |   |   |
| Dividends received                                                                  |       |                                                                         | —     |   |   |   | — |   |   |   | — |   |   |   | 62,253 |   |   |   | (62,253 | ) |   |   | — |   |   |
| Equity in  (earnings) loss of subsidiaries                                          |       |                                                                         | (8,980     | ) |   |   | — |   |   |   | — |   |   |   | 53 |   |   |   | 8,927 |   |   |   | — |   |   |
| Changes in  operating assets   and liabilities                                      |       |                                                                         | (1,534     | ) |   |   | — |   |   |   | (16,084 | ) |   |   | (10,095 | ) |   |   | — |   |   |   | (27,713 | ) |   |
| Net cash (used in)  provided   by operating activities                              |       |                                                                         | (3,596     | ) |   |   | — |   |   |   | (9,557 | ) |   |   | 63,361 |   |   |   | (62,253 | ) |   |   | (12,045 | ) |   |
| Cash flows from investing activites:                                                |       |                                                                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from sale  of assets                                                       |       |                                                                         | —     |   |   |   | — |   |   |   | 7 |   |   |   | 28 |   |   |   | — |   |   |   | 35 |   |   |
| Capital  expenditures                                                               |       |                                                                         | —     |   |   |   | — |   |   |   | (2,283 | ) |   |   | (2,661 | ) |   |   | — |   |   |   | (4,944 | ) |   |
| Net cash used in  investing activities                                              |       |                                                                         | —     |   |   |   | — |   |   |   | (2,276 | ) |   |   | (2,633 | ) |   |   | — |   |   |   | (4,909 | ) |   |
| Cash flows from financing activities:                                               |       |                                                                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Changes in cash  overdrafts                                                         |       |                                                                         | —     |   |   |   | — |   |   |   | 2,603 |   |   |   | — |   |   |   | — |   |   |   | 2,603 |   |   |
| Net borrowings on revolving    credit facility                                      |       |                                                                         | —     |   |   |   | — |   |   |   | 16,800 |   |   |   | 1,464 |   |   |   | — |   |   |   | 18,264 |   |   |
| Dividends paid                                                                      |       |                                                                         | —     |   |   |   | — |   |   |   | (62,253 | ) |   |   | — |   |   |   | 62,253 |   |   |   | — |   |   |
| Deferred finance  fees                                                              |       |                                                                         | —     |   |   |   | — |   |   |   | (71 | ) |   |   | (45 | ) |   |   | — |   |   |   | (116 | ) |   |
| Purchase of  treasury stock                                                         |       |                                                                         | (2,556     | ) |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | (2,556 | ) |   |
| Due (to) from  affiliates                                                           |       |                                                                         | 6,152      |   |   |   | — |   |   |   | 54,864 |   |   |   | (61,016 | ) |   |   | — |   |   |   | — |   |   |
| Net cash provided  by (used in) financing activities                                |       |                                                                         | 3,596      |   |   |   | — |   |   |   | 11,943 |   |   |   | (59,597 | ) |   |   | 62,253 |   |   |   | 18,195 |   |   |
| Effect of exchange  rate changes on cash                                            |       |                                                                         | —     |   |   |   | — |   |   |   | — |   |   |   | 778 |   |   |   | — |   |   |   | 778 |   |   |
| Net increase in  cash and cash equivalents                                          |       |                                                                         | —     |   |   |   | — |   |   |   | 110 |   |   |   | 1,909 |   |   |   | — |   |   |   | 2,019 |   |   |
| Cash and cash  equivalents at beginning of period                                   |       |                                                                         | —     |   |   |   | — |   |   |   | 560 |   |   |   | 11,086 |   |   |   | — |   |   |   | 11,646 |   |   |
| Cash and cash  equivalents at end of period                                         |       |                                                                         | $          | — |   |   |   | $ | — |   |   |   | $ | 670 |   |   |   | $ | 12,995 |   |   |   | $ | — |   |   |   | $ | 13,665 |   |   |
| Supplemental cash flow information:                                                 |       |                                                                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income taxes paid,  net                                                             |       |                                                                         | $          | 7 |   |   |   | $ | — |   |   |   | $ | 104 |   |   |   | $ | 1,150 |   |   |   | $ | — |   |   |   | $ | 1,261 |   |   |
| Interest paid, net                                                                  |       |                                                                         | $          | 2,093 |   |   |   | $ | — |   |   |   | $ | 1,055 |   |   |   | $ | 6,462 |   |   |   | $ | — |   |   |   | $ | 9,610 |   |   |

** **

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**Euramax International, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) (Thousands of U.S. Dollars except share data)**

**19. Supplemental ConsolidatedFinancial Statements: (Continued)**

 
| ** **                                                                          | ** ** | **Predecessor year ended December 27, 2002** | ** ** |
|-------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------|------------|
| ** **                                                                          | ** ** | **Euramax**                                                           | ** ** | **Euramax** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                          | ** ** | **International,**                                                    | ** ** | **International** | ** ** | ** ** | ** ** | **Non-** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                          | ** ** | **Inc.**                                                              | ** ** | **Holdings B.V.** | ** ** | **Guarantor** | ** ** | **Guarantor** | ** ** | ** ** | ** ** | **Consolidated** | ** ** |
| ** **                                                                          | ** ** | **(Co-Obligor)**                                                      | ** ** | **(Co-Obligor)** | ** ** | **Subsidiaries** | ** ** | **Subsidiaries** | ** ** | **Eliminations** | ** ** | **Totals** | ** ** |
| Cash flows from operating activities:                                               |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings                                                                        |       |                                                                  | $          | 19,857 |   |   |   | $ | — |   |   |   | $ | 18,136 |   |   |   | $ | 7,717 |   |   |   | $ | (25,853 | ) |   |   | $ | 19,857 |   |   |
| Reconciliation of net  earnings to cash (used in) provided by operating activities: |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation and  amortization                                                      |       |                                                                  | —     |   |   |   | — |   |   |   | 7,831 |   |   |   | 6,137 |   |   |   | — |   |   |   | 13,968 |   |   |
| Amortization of  deferred   finance fees                                            |       |                                                                  | —     |   |   |   | — |   |   |   | 612 |   |   |   | 707 |   |   |   | — |   |   |   | 1,319 |   |   |
| Provision for  doubtful accounts                                               |       |                                                                  | —     |   |   |   | — |   |   |   | (82 | ) |   |   | (95 | ) |   |   | — |   |   |   | (177 | ) |   |
| Foreign exchange  gain                                                              |       |                                                                  | —     |   |   |   | — |   |   |   | — |   |   |   | (796 | ) |   |   | — |   |   |   | (796 | ) |   |
| Loss (gain) on  sale of assets                                                      |       |                                                                  | —     |   |   |   | — |   |   |   | 585 |   |   |   | (33 | ) |   |   | — |   |   |   | 552 |   |   |
| Deferred income  taxes                                                              |       |                                                                  | 229        |   |   |   | — |   |   |   | 4,356 |   |   |   | (311 | ) |   |   | — |   |   |   | 4,274 |   |   |
| Dividends received                                                                  |       |                                                                  | —     |   |   |   | — |   |   |   | — |   |   |   | 50 |   |   |   | (50 | ) |   |   | — |   |   |
| Equity in earnings  of   subsidiaries                                               |       |                                                                  | (25,793    | ) |   |   | — |   |   |   | — |   |   |   | (60 | ) |   |   | 25,853 |   |   |   | — |   |   |
| Changes in  operating assets and liabilities                                        |       |                                                                  | (140       | ) |   |   | — |   |   |   | (11,571 | ) |   |   | (1,868 | ) |   |   | — |   |   |   | (13,579 | ) |   |
| Net cash (used in)  provided by operating activities                                |       |                                                                  | (5,847     | ) |   |   | — |   |   |   | 19,867 |   |   |   | 11,448 |   |   |   | (50 | ) |   |   | 25,418 |   |   |
| Cash flows from investing activites:                                                |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from sale  of assets                                                       |       |                                                                  | —     |   |   |   | — |   |   |   | 447 |   |   |   | 45 |   |   |   | — |   |   |   | 492 |   |   |
| Capital  expenditures                                                               |       |                                                                  | —     |   |   |   | — |   |   |   | (4,817 | ) |   |   | (3,446 | ) |   |   | — |   |   |   | (8,263 | ) |   |
| Net cash used in  investing activities                                              |       |                                                                  | —     |   |   |   | — |   |   |   | (4,370 | ) |   |   | (3,401 | ) |   |   | — |   |   |   | (7,771 | ) |   |
| Cash flows from financing activities:                                               |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Changes in cash  overdrafts                                                         |       |                                                                  | —     |   |   |   | — |   |   |   | 461 |   |   |   | — |   |   |   | — |   |   |   | 461 |   |   |
| Net borrowings  (repayments) on revolving credit facility                           |       |                                                                  | —     |   |   |   | — |   |   |   | 27,200 |   |   |   | (3,392 | ) |   |   | — |   |   |   | 23,808 |   |   |
| Repayment of  long-term debt                                                        |       |                                                                  | —     |   |   |   | — |   |   |   | (33,910 | ) |   |   | (5,042 | ) |   |   | — |   |   |   | (38,952 | ) |   |
| Proceeds from  settlement of currency agreement                                     |       |                                                                  | —     |   |   |   | — |   |   |   | — |   |   |   | 2,790 |   |   |   | — |   |   |   | 2,790 |   |   |
| Dividends paid                                                                      |       |                                                                  | —     |   |   |   | — |   |   |   | (50 | ) |   |   | — |   |   |   | 50 |   |   |   | — |   |   |
| Deferred finance  fees                                                              |       |                                                                  | —     |   |   |   | — |   |   |   | (931 | ) |   |   | (599 | ) |   |   | — |   |   |   | (1,530 | ) |   |
| Purchase of  treasury stock                                                         |       |                                                                  | (475       | ) |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | (475 | ) |   |
| Due (to) from  affiliates                                                           |       |                                                                  | 6,322      |   |   |   | — |   |   |   | (8,055 | ) |   |   | 1,733 |   |   |   | — |   |   |   | — |   |   |
| Net cash provided  by (used in) financing activities                                |       |                                                                  | 5,847      |   |   |   | — |   |   |   | (15,285 | ) |   |   | (4,510 | ) |   |   | 50 |   |   |   | (13,898 | ) |   |
| Effect of exchange  rate changes on cash                                            |       |                                                                  | —     |   |   |   | — |   |   |   | — |   |   |   | 2,000 |   |   |   | — |   |   |   | 2,000 |   |   |
| Net increase in  cash and cash equivalents                                          |       |                                                                  | —     |   |   |   | — |   |   |   | 212 |   |   |   | 5,537 |   |   |   | — |   |   |   | 5,749 |   |   |
| Cash and cash  equivalents at beginning of period                                   |       |                                                                  | —     |   |   |   | — |   |   |   | 348 |   |   |   | 5,549 |   |   |   | — |   |   |   | 5,897 |   |   |
| Cash and cash  equivalents at end of period                                         |       |                                                                  | $          | — |   |   |   | $ | — |   |   |   | $ | 560 |   |   |   | $ | 11,086 |   |   |   | $ | — |   |   |   | $ | 11,646 |   |   |
| Supplemental cash flow information:                                                 |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income taxes paid,  net                                                             |       |                                                                  | $          | 4,354 |   |   |   | $ | — |   |   |   | $ | 348 |   |   |   | $ | 4,769 |   |   |   | $ | — |   |   |   | $ | 9,471 |   |   |
| Interest paid, net                                                                  |       |                                                                  | $          | 4,187 |   |   |   | $ | — |   |   |   | $ | 3,107 |   |   |   | $ | 13,664 |   |   |   | $ | — |   |   |   | $ | 20,958 |   |   |

 

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**Item 9.**                        Changes inand Disagreements with Accountants on Accounting and Financial Disclosures

None

**Item 9A.**                Controls andProcedures

As of December 31,2004, based upon an evaluation of the effectiveness of the design and operationof the Company’s disclosure controls and procedures, the Company’s ChiefExecutive Officer and the Company’s Chief Financial Officer concluded that asof the evaluation date, the Company’s disclosure controls and procedures (1) areeffective in timely alerting them to material information relating to theCompany (including its consolidated subsidiaries) required to be included inthe Company’s reports that it files or submits under the Securities andExchange Act of 1934 (the “Exchange Act”) and (2) are adequate to ensurethat information required to be disclosed by the Company in the reports filedor submitted by the Company under the Exchange Act is recorded, processed andsummarized and reported within the time periods specified in the SEC’s rules andforms. Further, there were no changes in the Company’s internal controls overfinancial reporting identified in connection with that evaluation that occurredduring the quarter ended December 31, 2004, that have materially affectedor would be reasonably likely to materially affect the Company’s internalcontrol over financial reporting.

**Item 9B.     OtherInformation**

None.

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**Part III**

**Item 10.**                 Directors,Executive Officers and Key Management

Thefollowing sets forth certain information with respect to the persons who aremembers of our Board of Directors, our executive officers and key managementemployees of our company and our subsidiaries.
| **Name**                       | ** ** | ** ** | ** ** | **Age**                                                               | ** ** | **Position** |
|--------------------------------|------------|------------|------------|-----------------------------------------------------------------------|------------|--------------|
| J. David Smith                 |       | 56         |       | Chief Executive Officer,  President and Chairman of the Board         |
| Mitchell B. Lewis              |       | 42         |       | Executive Vice  President and Corporate Business Development Director |
| R. Scott Vansant               |       | 42         |       | Vice President, Secretary  and Chief Financial Officer                |
| Scott R. Anderson              |       | 42         |       | President—Amerimax  Building Products, Inc.                 |
| Dudley Rowe                    |       | 46         |       | President—Amerimax  Home Products, Inc.                     |
| Rob Dresen                     |       | 50         |       | Managing Director—Euramax  Coated Products B.V.                  |
| David C. Pugh                  |       | 55         |       | Managing Director—Ellbee  Limited                                |
| Aloyse Wagener                 |       | 57         |       | Managing Director—Euramax  Industries S.A.                       |
| Nick E. Dowd                   |       | 47         |       | President—Fabral, Inc.                                      |
| Gerald Williams                |       | 49         |       | Managing Director—Euramax  Coated Products Limited               |
| Stuart M. Wallis               |       | 59         |       | Director                                                              |
| Joseph M. Silvestri            |       | 43         |       | Director                                                              |
| Richard E.  Mayberry, Jr. |       | 51         |       | Director                                                              |
| Paul E. Drack                  |       | 77         |       | Director                                                              |
| Thomas F. McWilliams           |       | 61         |       | Director                                                              |

 

**J. David Smith**has been ChiefExecutive Officer and a Director of our company since September 1996. In March 2002,Mr. Smith was named Chairman of the Board of Directors. Mr. Smith’scareer in the fabricated products industry spans thirty-three years, startingwith various operational responsibilities with Howmet Aluminum Corp. In 1983,through Alumax’s acquisition of Howmet, Mr. Smith became Alumax’s VicePresident and General Manager of the Building Specialties Division and becamePresident of Alumax Home and Specialty Products Group in 1988. Mr. Smithbecame President of Alumax Fabricated Products in 1990 and was appointed a VicePresident of Alumax, Inc. in 1994. Mr. Smith is a director ofCommercial Metals Company.

**Mitchell B. Lewis**becameExecutive Vice President of our company in October 1998, CorporateDevelopment Director in June 1998 and served as Group Vice President of AmerimaxBuilding Products, Inc. and Fabral, Inc. since 1997. Prior to beingappointed Group Vice President, he was President and General Manager ofAmerimax Building Products, Inc. from 1993 to 1997 and Assistant GeneralManager of Amerimax Building Products, Inc. from 1991 to 1993. Prior to1991, Mr. Lewis served as corporate counsel with Alumax, and, prior tojoining Alumax, he practiced law, specializing in mergers and acquisitions.

**R. Scott Vansant**became ChiefFinancial Officer of our company in July 1998 and Vice President andSecretary in September 1996. He****joined Alumaxin 1991. From 1995 to 1996, Mr. Vansant served as Director of InternalAudit for Alumax. Mr. Vansant also served in various operational positionswith Alumax Building Products, Inc., including serving as Controller ofthe division from 1993 to 1995. Prior to 1991, Mr. Vansant worked as aCertified Public Accountant for Ernst & Young LLP.

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**Scott R. Anderson**becamePresident of our subsidiary Amerimax Building Products, Inc. in October 1998.Mr. Anderson has served in various financial and operational roles sincejoining our company in 1987, including Operations Manager (1997 to 1998) andController (1995 to 1997) of Amerimax Building Products, Inc.

**Dudley Rowe**became President ofour subsidiary Amerimax Home Products, Inc. in October 1999. Mr. Rowehas served in various sales and operational roles since joining our company in October 1980,including Sales Manager of Amerimax Home Products, Inc. from 1988 to 1999.

**Rob Dresen**became ManagingDirector of our subsidiary Euramax Coated Products B.V. in January 2001. Mr. Dresenjoined Euramax Coated Products BV in 1993 as Sales and Marketing Director.Prior to joining Euramax Coated Products B.V., Mr. Dresen spent 14 yearsin sales and marketing management for such international companies as StorkScreens International and Akrosit Europe.

**David C. Pugh**has been ManagingDirector of our subsidiary Ellbee Limited since 1996. Prior to the acquisitionof Alumax’s fabricated products division, Mr. Pugh held several positionswith Alumax, including Sales Director and Production Director of EllbeeLimited.

**Aloyse R. Wagener** joined oursubsidiary Euramax Industries S.A. in July 1992 as Managing Director. From1989 to 1992, Mr. Wagener was Managing Director of Para-Press inLuxembourg. Prior to 1989, Mr. Wagener held several positions withPara-Press, including Purchasing Director and Sales Director.

**Nick E. Dowd**became President ofour subsidiary Fabral, Inc. in July 2000. Mr. Dowd served asController of our subsidiary Amerimax Building Products, Inc. from 1998 to2000. Prior to 1998, Mr. Dowd served as Divisional President and GeneralManager for Waste Management, Inc.

**Gerald Williams**became ManagingDirector of our subsidiary Euramax Coated Products Limited in September 2002.Mr. Williams joined Euramax Coated Products Limited in October 1986as Technical Manager. From 1991 to 2002, Mr. Williams held severalpositions, including Technical Director and Operations Director. Prior to 1986,Mr. Williams held the position of Technical Superintendent with BritishSteel.

**Stuart M. Wallis**became adirector of our company and non-executive chairman of the Board of Directors inFebruary 1997. Mr. Wallis stepped down as non-executive chairman in March 2002.Mr. Wallis served as Chief Executive for Fisons plc from 1994 to 1995 andis currently Chairman of Protherics plc and Plethora Solutions Holdings plc, inaddition to a number of private companies.

**Joseph M. Silvestri**became adirector of our company upon consummation of the acquisition of Alumax’sfabricated products division in 1996. Mr. Silvestri is a partner ofCitigoup Venture Capital, where he has been employed since 1990. Mr. Silvestriis a director of MacDermid, Triumph Group and Worldspan, L.P.

**Richard E. Mayberry, Jr.**became a director of our company in January 2002. Mr. Mayberry hasbeen employed by Citigroup Venture Capital since 1984 and has been a managingdirector of Citicorp Capital Investors, Ltd. since 1994. Mr. Mayberry is adirector of a number of private companies.

**Paul E. Drack**became a directorof our company in December 1996. Mr. Drack retired from AMAX Inc. in December 1993after serving as President and Chief Operating Officer from 1991. From 1985 to1991, Mr. Drack was employed in various positions with Alumax Inc. servingas President and Chief Executive Officer from 1986 to 1991. Mr. Drackserves as a director of Miller Industries, Inc.

**Thomas F. McWilliams**became a director of our company in June 2003. Since 1983, Mr. McWilliamshas been affiliated with Citigroup Venture Capital and has served as vicepresident and a managing partner of Citigroup Venture Capital as well as amember of its investment committee. Mr. McWilliams 

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also serves as adirector of each of MMI Products, Inc., Royster-Clark, Inc.,Strategic Industries, Inc., and IWCO Direct.

**Audit Committee Financial Expert**

The Board of Directors ofthe Company acts in the capacity of an audit committee. The Board of Directorshas determined that it does not have an “audit committee financial expert” asthat term is defined in the Securities and Exchange Commission rules andregulations. However, the Board of Directors believes that its members havedemonstrated the capability of analyzing and evaluating the Company’s financialstatements and understanding internal controls and procedures for financialreporting. As the Board of Directors believes that its current members arecollectively qualified to carry out all of the duties and responsibilities ofthe Board of Directors acting in the capacity of an audit committee, the Boarddoes not believe that it is necessary at this time to actively search for anoutside person to serve on the Board of Directors who would qualify as an auditcommittee financial expert.

**Code of Ethics**

Effective August 5,2004, the Company adopted a code of ethics applicable to its officers(including the Company’s chief executive officer, chief financial officer andcontroller) and employees, known as the Code of Business Conduct and Ethics.The Code of Business Conduct and Ethics is included as Exhibit 14.1 tothis filing. In the event that the Company amends or waives any of theprovisions of the Code of Business Conduct and Ethics applicable to itsofficers (including the Company’s chief executive officer, chief financialofficer or controller) and employees, the Company intends to publicly disclosethe same.

**Item 11.**                 ExecutiveCompensation

The following table summarizes the compensation paidor accrued for fiscal years 2004, 2003 and 2002 to our chief executive officerand our executive officers during fiscal year 2004 (each such person beingreferred to as a “named executive officer”).

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**SummaryCompensation Table**
|                                                | ** ** | ** ** | ** ** | **Annual**       | ** ** | **Long-Term  Compensation** | ** ** | ** ** | ** ** |
|------------------------------------------------|------------|------------|------------|------------------|------------|-----------------------------|------------|------------|------------|
| ** **                                     | ** ** | ** ** | ** ** | **Compensation** | ** ** | **Restricted**              | ** ** | **LTIP**   | ** ** | **All Other** | ** ** |
| **Name and Principal Position** | ** ** | ** ** | ** ** | **Year**         | ** ** | **Salary**                  | ** ** | **Bonus**  | ** ** | **Stock Awards(3)** | ** ** | **Payouts** | ** ** | **Compensation(1)(2)** | ** ** |
| J. David Smith,                                |       | 2004       |       | $                | 538,542    |                        | $          | 660,000    |       |   | $ | — |   |   | $ | 220,870 |   |   | $ | 31,139 |   |   |
| Chief Executive Officer,                       |       | 2003       |       | 490,625          |       | 1,030,580                   |       |       | 1,352,240  |   |   | — |   |   | 30,093 |   |   |
| President and Director                         |       | 2002       |       | 431,250          |       | 409,312                     |       |       | —     |   |   | — |   |   | 28,599 |   |   |
| Mitchell B. Lewis,                             |       | 2004       |       | 306,500          |       | 312,000                     |       |       | —     |   |   | 78,868 |   |   | 12,840 |   |   |
| Executive Vice  President                      |       | 2003       |       | 281,667          |       | 553,202                     |       |       | 816,400    |   |   | — |   |   | 12,540 |   |   |
| and Corporate  Business                        |       | 2002       |       | 245,000          |       | 182,901                     |       |       | —     |   |   | — |   |   | 12,022 |   |   |
| Development Director                           |       |       |       |             |       |                        |       |       |       |   |   |   |   |   |   |   |   |
| R. Scott Vansant,                              |       | 2004       |       | 255,417          |       | 260,000                     |       |       | —     |   |   | 78,868 |   |   | 12,840 |   |   |
| Vice President, Secretary                      |       | 2003       |       | 235,333          |       | 461,002                     |       |       | 816,400    |   |   | — |   |   | 12,505 |   |   |
| and Chief Financial                            |       | 2002       |       | 206,000          |       | 153,786                     |       |       | —     |   |   | — |   |   | 11,934 |   |   |
| Officer                                        |       |       |       |             |       |                        |       |       |       |   |   |   |   |   |   |   |   |
|                                                |            |            |            |                  |            |                             |            |            |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)          Excludes certainperquisites received which do not exceed the lessor of $50,000 or ten percentof any named executive officer’s salary and bonus.

(2)          All other compensationfor 2004 consists of the Company’s matching contributions to the definedcontribution plan, term life insurance and discretionary Company contributionsto the defined contribution plan based on age and years of service: J. DavidSmith earned $12,689 for term life insurance and $18,450 for the definedcontribution plan; Mitchell B. Lewis earned $540 for term life insurance and$12,300 for the defined contribution plan; R. Scott Vansant earned $540 forterm life insurance and $12,300 for the defined contribution plan.

(3)          Messrs. Smith,Lewis and Vansant received 3,380.6, 2,041 and 2,041 restricted stock awards in June 2003,respectively. The Company’s shares are closely held, therefore the restrictedstock awards were valued based upon the price paid for the Company’s shares inthe 2003 Stock Transaction.

**2003 Equity Compensation Plan**

We have established an equity compensation program,the Euramax International, Inc. 2003 Equity Compensation Plan, or the 2003Equity Plan, for the purposes of attracting and retaining valued employees. The2003 Equity Plan seeks to accomplish these goals by offering certain managementemployees a greater stake in our success, and to encourage ownership of ourstock by these employees. Under the 2003 Equity Plan, we have grantedrestricted shares of our Class A common stock to selected officers orother key employees. We have reserved 35,719.6 shares of Class A commonstock for issuance under the 2003 Equity Plan. In connection with the 2003Stock Transaction, we granted 9,569.6 shares of restricted Class A commonstock and 26,150 options to purchase shares of our Class A common stock

The 2003 Equity Plan is administered by a committeedesignated by our board of directors, which shall have at least two members,each of whom shall be a “non-employee director” as defined in Rule 16b-3under the Securities Exchange Act of 1934, or the Exchange Act, and an “outsidedirector” as defined in Section 162(m) of the Internal Revenue Codeof 1986, or the Code. The committee has full authority to act in selecting theeligible employees to whom awards of options or restricted stock may begranted. The committee will determine the times at which such awards of optionsor restricted stock may be granted, the time and matter in which options may beexercised, the type and amount of award that may be granted, the terms andconditions of awards that may be granted under the 2003 Equity Plan and theterms of agreements which will be entered into with employees designated toparticipate in the 2003 Equity Plan. 

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However, in no event maythe exercise price of any non-qualified options granted under the 2003 EquityPlan be less than the fair market value of the underlying shares on the grantdate.

The 2003 Equity Plan permits the committee to grantboth incentive stock options and non-qualified stock options, but all 26,150options granted as of the date hereof are non-qualified stock options. Thecommittee may determine the number of options granted to each participant, theexercise price of each option, the duration of the options (not to exceed tenyears), vesting provisions and all other terms and conditions of such optionsin individual option agreements. The non-qualified stock option grantagreements in effect on the date hereof provide that each participant will vestin 20% of the shares subject to the option grant on each anniversary of thedate of grant, until becoming 100% vested after 5 years. Non-qualified stockoption grant agreements under the 2003 Equity Plan provide that upon terminationof employment with us, the exercise period for vested options will generally belimited, except that vested options will be canceled immediately upon atermination for cause. The non-qualified stock option grant agreements providefor the cancellation of all unvested options upon termination of employmentwith us. Under the 2003 Equity Plan, if any options shares subject to anoutstanding option grant are forfeited or if the option grant otherwiseterminates without exercise, any of these forfeited or terminated option grantshares may be reissued at the discretion of the committee.

The 2003 Equity Plan also permits us to grantparticipants restricted shares of our Class A common stock. The committeewill determine the number of shares of restricted stock granted to eachparticipant, the period the restricted stock is unvested and subject toforfeiture and all other terms and conditions applicable to such restrictedstock in individual restricted stock agreements. The restricted stockagreements in effect on the date hereof provide that the participant will vestin 100% of the restricted shares five years from the date of grant. If anemployee voluntarily terminates his or her employment, the employee willforfeit any unvested shares of restricted stock. If employment is terminatedfor any reason other than voluntary termination, all unvested shares of therestricted stock shall be accelerated as of the date of the non-voluntarytermination. All shares of restricted stock granted, and all shares acquired uponexercise of options granted, under the 2003 Equity Plan will be subject to thestockholders agreement described under “Item 13. Certain Relationships andRelated Transactions—Stockholders Agreement”.

The 2003 Equity Planprovides that upon a change in control of our company, all restricted stockawards shall become fully vested, and each unexercised and outstanding optionshall become immediately and fully vested and exercisable. All restricted stockawards shall also become fully vested in the event of an initial publicoffering of our common stock. Each option that is exercisable immediately priorto the change in control may be canceled in exchange for a payment in cash ofan amount equal to the excess of the fair market value of the common stock underlyingthe option as of the date of the change in control over the exercise price. Thecommittee may also decide that such options be terminated immediately prior tothe change in control, provided that the participant fails to exercise theoption within a specified period (of at least seven days) following receipt ofwritten notice of the change in control and of our intention to terminate theoption prior to such change in control. Alternatively, the committee maydetermine that in the event of a change in control, such options shall beassumed by the successor corporation, and shall be substituted with optionsinvolving the common stock of the successor corporation with equivalent valueand with the terms and conditions of the substituted options being no lessfavorable than the options granted by us.

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**EquityCompensation Plan Information**
| ** **                                                       | ** ** | ** **                           | ** ** | ** **                        | ** ** | **Number of securities**    | ** ** |
|------------------------------------------------------------------|------------|--------------------------------------|------------|-----------------------------------|------------|---------------------------------------|------------|
| ** **                                                       | ** ** | ** **                           | ** ** | ** **                        | ** ** | **remaining available for** | ** ** |
| ** **                                                       | ** ** | **Number of securities**   | ** ** | ** **                        | ** ** | **future issuance under**   | ** ** |
| ** **                                                       | ** ** | **to be issued upon** | ** ** | **Weighted-average**              | ** ** | **equity compensation**          | ** ** |
| ** **                                                       | ** ** | **exercise of**                 | ** ** | **exercise price of**   | ** ** | **plans (excluding**             | ** ** |
| ** **                                                       | ** ** | **outstanding options,**        | ** ** | **outstanding options,**     | ** ** | **securities reflected in** | ** ** |
| **Plan category**                                           | ** ** | ** **                           | ** ** | **warrants and rights** | ** ** | **warrants and rights**     | ** ** | **column (a))** | ** ** |
| ** **                                                       | ** ** | **(a)**                              | ** ** | **(b)**                           | ** ** | **(c)**                               | ** ** |
| Equity  compensation plans approved by security holders          |       |                                 | —     |                              |       |                                  | $          | — |   |   |   | — |   |   |
| Equity compensation plans not approved by security  holders |       |                                 | 35,719.6   |                              |       |                                  | $          | 400.0 |   |   |   | 400.0 |   |   |
| Total                                                            |       |                                 | 35,719.6   |                              |       |                                  | $          | 400.0 |   |   |   | 400.0 |   |   |
|                                                                  |            |                                      |            |                                   |            |                                       |            |  |  |  |  |  |  |  |  |  |

 

**Pension Plans**

We sponsor a defined benefit plan, known as theAmerimax Companies Retirement Income Plan, or Retirement Plan, which isintended to qualify under section 401 of the Code. The Retirement Plan coverscertain U.S. hourly employees on their employment commencement date. Thebenefits under this plan are based primarily on a benefit rate multiplied by aparticipant’s years of service.

The Retirement Plan provides normal retirementbenefits at age 65 generally determined by multiplying the applicable benefitrate by the participant’s years of service. Benefit rates are determined fromthe applicable appendix of the plan pertaining to specific employee groups.

Generally, with a few exceptions, an employee who hasreached age 60 with five years of service may elect to retire early withreduced benefits. The normal form of benefit under the Retirement Plan for anunmarried participant is a single life annuity and for a married participant isa joint and 50% survivor annuity. Other optional forms of benefit, whichprovide for actuarially reduced pensions, are also available. Under U.S. federallaw for 2004, benefits from the Retirement Plan are limited to $165,000 peryear.

As of December 31,2004, the fair market value of the Retirement Plan’s assets was approximately$3.2 million. Both the plan’s FAS 87 accumulated benefit obligation, or ABO,and its projected benefit obligation, or PBO, was approximately $4.5 million.Accordingly, the Retirement Plan’s PBO exceeded its assets by approximately$1.3 million.

**Euramax U.K. Pension Plan**

We sponsor a foreign defined benefit pension plan, knownas the Euramax U.K. Pension Plan, or U.K. Plan, which is contracted out of theState Earnings Related Pension Scheme on a final salary basis and is approvedunder Chapter I of Part XIV of the Income and Corporation Taxes Act of1988. The U.K. Plan covers substantially all of our employees located in theUnited Kingdom. The benefits under this plan are based primarily on the highestannual average of pensionable salary during any continuous three year periodduring the ten years prior to normal retirement.

The U.K. Plan provides normal retirement benefits atage 65 equal to one-sixtieth of final pensionable earnings for each year ofpensionable service. Members contribute at the rate of 4% of their pensionablesalaries and we are responsible for the balance of the cost of providingbenefits from the plan.

As of December 31,2004, the fair market value of the U.K. Plan’s assets was approximately $21.7million. The plan’s PBO and ABO were approximately $37.2 million and $34.1million, respectively. Accordingly, the U.K. Plan’s PBO exceeded it assets byapproximately $15.5 million.

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**401(k) Plans**

We maintain anon-contributory defined benefit pension plan that covers substantially all ofour U.S. hourly employees. We also maintain two defined contribution retirementand savings plans, which allow our employees to contribute a percentage oftheir pre-tax and/or after-tax income in accordance with specified guidelines.We match a certain percentage of employee pre-tax contributions up to certainlimits. Further, the plans provide for discretionary contributions by us basedon our employees’ years of service with us and their age. Our expenses for thethree years ended December 31, 2004, December 26, 2003, and December 27,2002, were approximately $1.8 million, $1.7 million and $1.5 million,respectively.

**Phantom Stock Plan**

We sponsor a phantom stockplan, known as the Euramax International, Inc. 1999 Phantom Stock Plan,under which key executives or other management employees were granted one-timeawards of phantom shares. A phantom share is a unit equal to 4% of the equityvalue of Euramax International, as defined by the plan, divided by 40,000 (themaximum number of phantom shares that may be awarded to participants under theplan). A phantom share entitles the participant to receive compensation equalto the value of a phantom share on December 31, 2003, minus the value of aphantom share at the date of grant, all as defined by the plan. On January 1,1999, 36,000 of the phantom shares were granted, of which 26,547 shares remainoutstanding as of December 31, 2004 and December 26, 2003. Noadditional grants of shares will be made under the Plan. The value of theawards became fixed on December 31, 2003. Compensation is being paid outin four equal payments during the first quarter of 2004 through 2007, unlessthere is a change in control, a public offering of our common stock, or thedeath or disability of the participant.

**Incentive Compensation Plan**

We sponsor an incentivecompensation plan, known as the Euramax Incentive Compensation Plan, whichprovides benefits to our executive officers and key employees. Under the termsof our incentive compensation plan, we establish annual performance objectivesfor each participant and a target award upon achievement of performanceobjectives. The performance objectives are generally based on a formula thatincorporates our EBITDA and return on average net assets, each as determined inaccordance with the plan, and target awards are based on a percentage of eachparticipant’s base salary. Annual awards are generally paid as soon aspracticable after our determination of the achievement of performanceobjectives. In the event of a change of control of our company, we must pay apro-rata portion of each participant’s full target award for the year in whichthe change of control occurs.

**SeveranceAgreements**

We have entered intoseverance agreements with our executive officers Messrs. Smith, Lewis andVansant. We have also entered into severance agreement with twelve otheremployees. The severance agreements have been approved by our Board ofDirectors, but our obligations thereunder are contingent upon approval by morethan 75% of the voting power of our outstanding stock, which approval we haveagreed to obtain prior to the execution of any binding contract that wouldresult in a change of control (as defined in the severance agreements).

The severance agreementswith Messrs. Smith, Lewis and Vansant provide that if they are terminatedwithout cause (as defined in the severance agreements) or they voluntarilyterminate their employment with us for good reason (as defined in the severanceagreements), in each case upon or within two years after a change of control,they will receive severance compensation equal to the sum of (a) theirbase salary owing through the date of termination and any unpaid bonus for theprior fiscal year, (b) a prorata portion (based on the number of daysworked in the year of termination) of their annual bonus equal to at least 50%(60% in the case of Mr. Smith) of the higher of their salary at the time of thechange of control and 

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theirsalary for the year in which the termination occurs, (c) any accrued andunpaid vacation pay; (d) three (3) times their base salary as in effectthirty days prior to the change of control; and (e) three (3) times 50%(60% in the case of Mr. Smith) of their annualized base salary for the fiscalyear in which they are terminated. With regard to Mr. Smith, upon a change ofcontrol, certain provisions and definitions in his employment agreement areautomatically revised to be the same provisions and definitions as in hisseverance agreement. For a period of three years following the termination ofMr. Smith’s employment, we will provide Mr. Smith and his qualifiedbeneficiaries continued coverage under all insurance plans in which Mr. Smithor his qualified beneficiaries participated immediately prior to thetermination, subject to timely payment by Mr. Smith of all required premiums,contributions and other co-payments.

In addition, each ofMessrs. Smith, Lewis and Vansant are entitled to a gross-up payment in theevent the severance payments they are entitled to under their severanceagreements, along with any other payments or benefits made available to them inconnection with the termination of their employment or a change of control,trigger an excise tax. The gross-up payment will be an additional amountnecessary to reimburse them on an after-tax basis for the excise tax.

Each executive party to aseverance agreement may be entitled to severance payments as outlined above ifhe is terminated before the change of control if he can reasonably demonstratethat the termination was at the request or suggestion of a third party whoeffectuates the change of control. All executives or employees party to aseverance agreement are required to sign a release of certain claims in orderto be eligible to receive severance payments.

**Retention BonusProgram**

Our Board of Directors hasapproved the 2005 Retention Bonus Program. Our obligations under the 2005Retention Bonus Program are contingent upon approval by more than 75% of thevoting power of our outstanding stock, which approval we have agreed to obtainprior to the execution of any binding contract that would result in a change ofcontrol.

Under the 2005 RetentionBonus Program, if a change of control (as defined in the severance agreements) occurson or prior to December 31, 2005, we will pay various executives andmanagement employees up to an aggregate of $2,950,000 in retention bonuses. Tobe eligible to receive the retention bonuses, the executive or managementemployee must have either remained employed with us at the time of theconsummation of the change of control (unless terminated at the request orsuggestion of a party to the change of control) or died, become disabled (asdefined by our company policy) or retired with our consent prior to theconsummation of the change of control. Upon request, the executive ormanagement employee must also deliver a certificate in such executive ormanagement employee’s capacity as an officer or director of the Company withrespect to certain matters relating to the agreement resulting in the change ofcontrol.

As of the date hereofpayments have been authorized under and subject to the terms of the 2005Retention Bonus Program to our executive officers in the amount of $1,000,000to Mr. Smith, $700,000 to Mr. Lewis and $630,000 to Mr. Vansant.An additional $620,000 remains available under the program for grants to otheremployees that are recommended by our Chief Executive Officer and approved byour Compensation Committee.

**Employment Agreements and Arrangements**

*J. David Smith.  *Weentered into an employment agreement with Mr. Smith on October 1,1999, which provides for Mr. Smith to serve as our President and ChiefExecutive Officer for an initial two year term, automatically extended each daythereafter unless we give sixty days’ prior written notice of our election notto extend Mr. Smith’s employment. In connection with the 2003 StockTransaction, we entered into an amendment to Mr. Smith’s employmentagreement that provides, among other things, for Mr. Smith to serve asChairman of our board of directors as well as our President and Chief ExecutiveOfficer.

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During his employment term, Mr. Smith is eligibleto participate in all benefit programs in which all senior executive employeesof our company are eligible to participate, including at a minimum basic andsupplemental life insurance in total equal to 41¤2 times basesalary, accidental death and dismemberment insurance equal to 41¤2 times basesalary and long-term disability insurance equal to 2/3 the amount of Mr. Smith’sbase salary and target bonus. Subject to certain exceptions, includingtermination for cause or termination in connection with a change of control ofour company as described below, in the event we terminate Mr. Smith’semployment he will be entitled to receive monthly severance payments for aperiod of 24 months equal to the monthly portion of Mr. Smith’s annualizedsalary, target bonus and the annualized dollar value of his other benefits ineffect on the date of termination.

Under the terms of Mr. Smith’s amended employmentagreement, if there is a change of control of our company and Mr. Smith’semployment is terminated without cause or he suffers a constructive terminationwithin 12 months after the effective date of the change of control, Mr. Smithwill be entitled to receive a payment equal to three times Mr. Smith’saverage total annual compensation for the five calendar years immediatelypreceding the effective date of his employment termination. The amendment to Mr. Smith’semployment agreement eliminates any requirements to reduce the foregoingpayment by any other “parachute payments” (within the meaning of section 280Gof the Code) we make to Mr. Smith, including the acceleration of vestingof any restricted stock or stock options. If there is a change in control and Mr. Smithresigns his employment with us for any reason (other than in anticipation ofhis termination for cause) within 12 months after the effective date of thechange of control, then Mr. Smith will be entitled to receive a paymentequal to his total annual compensation as in effect at the date of the changeof control, including base salary, the value of the benefits received by Mr. Smithas part of his relationship with us, plus the amount of his full target bonusfor the year in which the change of control occurs. This amount is payable in asingle payment within 30 days after the effective date of Mr. Smith’sresignation.

Mr. Smith’s amended employment agreement alsocontains a non-competition provision as well as a non-solicitation provisionlasting for so long as he is entitled to receive severance payments or for twoyears if he voluntarily resigns, in addition to confidentiality covenants. Inaddition, his amended employment agreement provides that during the two yearperiod from his termination date, we will provide Mr. Smith and hisqualified beneficiaries continued coverage under all of our insurance plans,including medical insurance and other health plans, life insurance anddisability insurance plans in which Mr. Smith or his qualifiedbeneficiaries were a participant immediately prior to the date of termination,subject to a timely payment by Mr. Smith of all required premiums andother co-payments.

*Mitchell B. Lewis.  *Underthe terms of a letter agreement we entered into with Mr. Lewis on December 1,1999, if there is a change of control of our company and Mr. Lewis’employment is terminated without cause or he suffers a constructive terminationwithin 12 months after the effective date of the change of control, Mr. Lewiswill be entitled to receive a payment equal to two times Mr. Lewis’average total annual compensation for the five calendar years immediatelypreceding the effective date of his employment termination. This amount ispayable in a single payment within 30 days after the date of his termination.The letter agreement is not an employment agreement and does not give Mr. Lewisrights to continued employment.

*R. Scott Vansant.  *Underthe terms of a letter agreement we entered into with Mr. Vansant on December 1,1999, if there is a change of control of our company and Mr. Vansant’semployment is terminated without cause or he suffers a constructive terminationwithin 12 months after the effective date of the change of control, Mr. Vansantwill be entitled to receive a payment equal to two times Mr. Vansant’saverage total annual compensation for the five calendar years immediatelypreceding the effective date of his employment termination. This amount ispayable in a single payment within 30 days after the date of his termination.The letter agreement is not an employment agreement and does not give Mr. Vansantrights to continued employment.

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**SupplementalExecutive Retirement Plan Agreements**

We entered into two Supplemental Executive RetirementPlans, or SERP Agreements, effective on June 12, 2003, one with Mr. Smithand one benefiting Messrs. Lewis and Vansant. The SERP Agreement for Mr. Smithprovides a benefit of $190,000 per year, payable as a life annuity, beginningat age 62. Mr. Smith is currently 55 years old and is 100% vested in hisSERP benefit. Mr. Smith’s benefit becomes payable upon the earliest tooccur of his retirement, his total and permanent disability, his death or achange in control of our company, provided that if his benefit becomes payablebefore he attains age 60, it will be subject to a reduction factor, based onhis then attained age. Mr. Smith may elect to receive his benefits in theform of a lump sum or life annuity as long as his election is made at least 120days prior to the receipt of any benefits paid under the SERP Agreement.

The SERP Agreementbenefiting Messrs. Lewis and Vansant provides a benefit of $46,000 peryear, payable as a life annuity, beginning at age 65 for each of Messrs. Lewisand Vansant. Mr. Lewis and Mr. Vansant are both currently 41 yearsold. In each case, their benefits will vest upon the earliest of theirattainment of age 55, their death, total and permanent disability or upon achange in control of our company. Mr. Lewis’ and Mr. Vansant’sbenefits become payable upon the earliest to occur of their retirement, totaland permanent disability, death or a change of control of our company, exceptthat if their benefits become payable before they attain age 65, only aspecified percentage of the benefit amount will be payable. That percentageincreases from 50% at age 55 to 96% at age 64. Messrs. Lewis and Vansantmay elect to receive their benefits in the form of a lump sum or life annuityas long as their election is made at least 120 days prior to the receipt of anybenefits paid under the SERP Agreement.

**Compensation of Directors**

Non-executive directorsare paid an annual fee of $25,000. Additionally, directors are reimbursed forout-of-pocket expenses incurred in connection with attending our board ofdirector meetings.

**CompensationCommittee Interlocks and Insider Participation**

Our compensation committeeis composed of Messrs. Drack, Silvestri, and Wallis. None of thesedirectors are currently or have been, at any time since our formation, one ofour officers or employees. None of our executive officers currently serve, orin the past have served, as a member of the board of directors or compensationcommittee of any entity that has one or more executive officers serving on ourboard of directors.

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**Item 12.**                 SecurityOwnership of Certain Beneficial Owners and Management

Thefollowing table sets forth certain information as of March 31, 2005regarding the beneficial ownership of Euramax International common stock byeach person or entity known to us to own more than 5% of the outstanding sharesof Euramax International common stock, each member of our board of directorsand each of our named executive officers and all of the members of our board ofdirectors and our executive officers as a group. Except as set forth below, toour knowledge, the stockholders listed below have sole voting and investmentpower as to the shares of stock shown as beneficially owned by them. Beneficialownership of the shares of stock listed in the table has been determined inaccordance with the applicable rules and regulations promulgated under theExchange Act.
| ** **                                                                                           | ** ** | **Number and Percent of Shares of** | ** ** |
|------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------|------------|
| ** **                                                                                           | ** ** | **Euramax International(1)**                            | ** ** |
| ** **                                                                                           | ** ** | **Class A Common Stock**                      | ** ** |
| ** **                                                                                           | ** ** | **Number**                                                   | ** ** | **Percent** | ** ** |
| **Greater  than 5% Stockholders:**                                                                   |       |                                                         |       |   |   |   |   |   |   |
| Citigroup Venture  Capital Equity Partners, L.P.(2)  399 Park Avenue, 14th Floor  New York, NY 10043 |       |                                                         | 265,762.48 |   |   |   | 82.3 | % |   |
| **Named Executive Officers and Directors:**                                                          |       |                                                         |       |   |   |   |   |   |   |
| J. David Smith(3)                                                                                    |       |                                                         | 8,815.25   |   |   |   | 2.7 | % |   |
| Mitchell B.  Lewis(3)                                                                                |       |                                                         | 6,702.35   |   |   |   | 2.1 | % |   |
| R. Scott  Vansant(3)                                                                                 |       |                                                         | 4,485.95   |   |   |   | 1.4 | % |   |
| Joseph M.  Silvestri(4)                                                                              |       |                                                         | 270,084.50 |   |   |   | 83.7 | % |   |
| Richard E.  Mayberry(4)                                                                              |       |                                                         | 265,961.98 |   |   |   | 82.4 | % |   |
| Paul E. Drack(5)                                                                                     |       |                                                         | 779.87     |   |   |   | * |   |   |
| Stuart M.  Wallis(6)                                                                                 |       |                                                         | 4,668.82   |   |   |   | 1.4 | % |   |
| Thomas F.  McWilliams(4)(7)                                                                          |       |                                                         | 266,007.85 |   |   |   | 82.4 | % |   |
| Executive Officers and  Directors as a Group (8 persons)                                             |       |                                                         | 295,981.61 |   |   |   | 91.7 | % |   |

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*                    Less than 1%

(1)          Pursuant to Rule 13d-3under the Securities Exchange Act of 1934, as amended, a person has beneficialownership of any securities as to which such person, directly or indirectly,through any contract, arrangement, undertaking, relationship or otherwise hasor shares voting power and/or investment power and as to which such person hasthe right to acquire such voting and/or investment power within 60 days.Percentage of beneficial ownership as to any person as of a particular date iscalculated by dividing the number of shares beneficially owned by such personby the sum of the number of shares outstanding as of such date and the numberof shares as to which such person has the right to acquire voting and/orinvestment power within 60 days.

(2)          Includes 260,850.60shares of Class A common stock held by Citigroup Equity Partners, L.P.,2,597.50 shares of Class A common stock held by CVC/SSB Employee Fund,L.P. and 2,314.38 shares of Class A common stock held by CVC Executive FundLLC.

(3)          The address of each of Mr. Smith,Mr. Lewis and Mr. Vansant is c/o Euramax International, Inc.,5445 Triangle Parkway, Suite 350, Norcross, Georgia 30092.

(4)          Includes 265,762.48shares of Class A common stock beneficially owned by CVCEP. Each of Mr. Silvestri,Mr. Mayberry and Mr. McWilliams is a member of management of CVCEP.Each disclaims beneficial ownership of the shares owned by CVCEP. The addressof each of Mr. Silvestri, Mr. Mayberry and Mr. McWilliams is c/oCitigroup Venture Capital Equity Partners, L.P., 399 Park Avenue, 14thFloor, New York, NY  10022.

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(5)          The address of Mr. Drackis c/o Euramax International, Inc., 5445 Triangle Parkway, Suite 350,Norcross, Georgia 30092.

(6)          The address of Mr. Wallisis c/o Protherics plc, 4th Floor, 3 Creed Court, 5 Ludgate Hill,London EC4M 7AA.

(7)          Includes245.37 shares of Class A common stock owned by the Thomas F. McWilliamsFlint Trust, a trust which may be deemed to be beneficially owned by Mr. McWilliams.Mr. McWilliams disclaims beneficial ownership of the shares owned by theThomas F. McWilliams Flint Trust.

**Item 13.**                 CertainRelationships and Related Transactions

**Repurchases of Common Stock**

On March 31, 2004, the Company repurchased 55% ofits outstanding common stock held by Court Square Capital Limited, or 93,324.34shares, for an aggregate repurchase price of approximately $37.3 million. On April 30,2004, the Company repurchased the remaining 45% of its outstanding common stockheld by Court Square Capital Limited, or 76,356.28 shares, for an aggregaterepurchase price of approximately $30.5 million.

In connection with theretirement of certain key employees from the Company, we repurchased 6,649.2shares of Euramax International Class A common stock in 2003 forapproximately $2.6 million in the aggregate.

**Stockholders Agreement**

In connection with the 2003 Stock Transaction, theCompany entered into a stockholders agreement with CVCEP and certain of itsaffiliates, Court Square, and certain other stockholders consisting of membersof the Company’s management and members of CVCEP’s management (“MinorityStockholders”). The stockholders agreement provides that the Company’s ChiefExecutive Officer will be a member of the Company’s board of directors. CVCEPwill initially be entitled to designate three additional members of the Company’sboard of directors and Court Square will initially be entitled to designate twoadditional members of the Company’s board of directors (these designationrights to be adjusted from time to time to reflect certain changes in thecommon stock ownership of CVCEP and Court Square).

Under the stockholders agreement, certain corporateactions require the written consent of stockholders holding at least 70% of theCompany’s outstanding stock held by all stockholders party to the stockholdersagreement. These corporate actions include changes to or issuances of theCompany’s equity securities, amendments of organizational documents, payment ofdividends, or certain merger or recapitalization transactions. In addition,each action of the board of directors will require the approval of at least onedirector designated by each of CVCEP and Court Square.

The stockholders agreementgenerally restricts the transfer of shares of the Company’s common stock.Exceptions to this restriction include transfers to affiliates, transfers tothe Company, transfers for estate planning purposes and transfers to familymembers, in each case, so long as any transferee agrees to be bound by theterms of the stockholders agreement. After an initial public offering,additional exceptions to the transfer restrictions will include sales pursuantto certain registration rights of the stockholders.

**Registration Rights Agreement**

In connection with theirentry into the stockholders agreement, CVCEP, Court Square and the MinorityStockholders have entered into an amended and restated registration rightsagreement with the Company. Pursuant to this registration rights agreement,upon the written request of CVCEP or Court 

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Square,the Company has agreed (subject to customary exceptions), on up to threeoccasions for CVCEP and up to two occasions for Court Square, to prepare andfile a registration statement with the SEC concerning the distribution of allor part of the shares held by CVCEP or Court Square, as the case may be, anduse its best efforts to cause the registration statement to become effective.If the Company is eligible to use a “short form” registration statement on Form S-2,Form S-3 or any similar form, CVCEP and Court Square may each makeunlimited requests for registration for their shares of the Company’s commonstock. If at any time the Company files a registration statement for its commonstock (other than pursuant to a demand registration by CVCEP or Court Square, aregistration statement on Form S-8, Form S-4 or any similar form, orin connection with certain other registrations), it will use its best effortsto allow other parties to the registration rights agreement to have theirshares of the Company’s common stock (or a portion of their shares underspecified circumstances) included in the offering if the registration formproposed to be used may be used to register the shares. Registration expensesof the selling stockholders (other than underwriting fees, brokerage fees and transfertaxes applicable to the shares sold by such stockholders or the fees andexpenses of any accountants or other representatives retained by a sellingstockholder) will be paid by the Company. The Company has agreed to indemnifythe stockholders against certain customary liabilities in connection with anyregistration.

**Advisory Agreement**

In connection with the2003 Stock Transaction, the Company entered into an advisory agreement with CVCManagement LLC, or CVC Management, pursuant to which CVC Management may providefinancial, advisory and consulting services to the Company. In exchange forthese services, CVC Management will be entitled to an annual advisory fee. CVCManagement’s annual advisory fee will be the greater of $0.6 million per yearor 1% of the Company’s consolidated EBITDA (as defined in the advisoryagreement), plus out-of-pocket expenses. Annual advisory fees in excess of $1.0million are subject to the consent of the Company’s lenders under the creditfacility. In December 2004, the Company paid $1.2 million to CVCManagement for the 2004 annual advisory fee. In December 2003, the Companypaid $0.8 million to CVC Management for the 2003 annual advisory fee. TheCompany has also agreed to pay CVC Management a transaction fee in connection withthe consummation of each acquisition, divestiture or financing, including anyrefinancing, by the Company or any of its subsidiaries, in an amount equal to1% of the value of the transaction, plus reasonable out-of-pocket expenses.Pursuant to the advisory agreement, the Company paid CVC Management a $1.0million transaction fee in July 2003 in connection with services providedin connection with the 2003 Stock Transaction, a $2.0 million transaction feein August 2003 in connection with the issuance and sale of the 8.5% Notesand a $1.5 million transaction fee in October 2003 in connection with theamendment and restatement of the senior secured credit facility. Thesetransaction fees were capitalized. This advisory agreement has an initial termof ten years following the close of the 2003 Stock Transaction, subject toautomatic one year extensions thereafter unless terminated by either party uponwritten notice 90 days prior to the expiration of the initial term or anyextension thereof. The advisory agreement automatically terminates on a changeof control or an initial public offering of the Company’s common stock. Thereare no minimum levels of service required to be provided pursuant to theadvisory agreement. The advisory agreement includes customary indemnificationprovisions in favor of CVC Management.

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**Item 14.**                 PrincipalAccountant Fees and Services

Thefollowing table presents the aggregate fees billed for services rendered byErnst & Young LLP for fiscal years ended December 31, 2004 and December 26,2003.
| ** **          | ** ** | **Fiscal** | ** ** | **Fiscal** | ** ** |
|---------------------|------------|------------|------------|------------|------------|
| ** **          | ** ** | **2004**   | ** ** | **2003**   | ** ** |
| Audit fees          |       | $          | 953,000    |       | $          | 1,512,000 |   |
| Audit-related  fees |       | —     |       | 35,000     |       |
| Tax fees            |       | 334,000    |       | 479,000    |       |
| All other fees      |       | —     |       | —     |       |
|                |       | $          | 1,287,000  |       | $          | 2,026,000 |   |

 

*Audit fees.  *These are feesrelated to professional services rendered in connection with the audit of ourannual financial statements, the review of the financial statements included ineach of our Quarterly Reports on Form 10-Q, international statutoryaudits, comfort letters, consents, an Offering Memorandum and registrationsstatements, accounting consultations necessary to comply with generallyaccepted auditing standards and other required statutory procedures.

*Audit-related fees.  *Theseare fees for assurance and related services and consisted primarily of auditsof employee benefit plans.

*Tax fees.  *These are feesbilled for professional services related to U.S. tax returns, international andU.S. tax planning and advice and assistance with international tax returns.

*All other fees.*   None.

We have been advised by Ernst & Young LLPthat neither the firm, nor any member of the firm, has any financial interest,direct or indirect, in any capacity in the Company or its subsidiaries.

98

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**Part IV**

**Item 15.**                 Exhibits,Financial Statement Schedules, and Reports on Form 8-K

(a)(1)     The followingconsolidated financial statements of Euramax International, Inc. and itssubsidiaries are included in Part II, Item 8.
| Report of Independent  Auditors                                                                                                                                                                                                    |   | 34 |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----|--------|
| Consolidated Statements of Earnings for year  ended December 31, 2004, the five months ended May 23, 2003,  the seven months ended December 26, 2003, and the year ended  December 27, 2002.         |   | 35 |   |
| Consolidated  Balance Sheets at December 31, 2004 and December 26, 2003.                                                                                                                                                 |   | 36 |   |
| Consolidated Statements of Changes in Equity for the  year ended December 31, 2004, the five months ended May 23, 2003,  the seven months ended December 26, 2003, and the year ended  December 27, 2002. |   | 37 |   |
| Consolidated  Statements of Cash Flows for the year ended December 31, 2004, the five months  ended May 23, 2003, the seven months ended December 26, 2003, and  the year ended December 27, 2002.   |   | 38 |   |
| Notes to Consolidated Financial  Statements                                                                                                                                                                                        |   | 39 |   |

 

(a)(2)     Financial StatementSchedule
| Schedule  II—Valuation and Qualifying Accounts |   | 101 |   |
|-----------------------------------------------------|--------|-----|--------|

 

All other schedulesfor which provision is made in the applicable accounting regulations of theSecurities and Exchange Commission have been omitted either because they arenot required under the related instructions or because they are inapplicable.

(a)(3)     The exhibits listed inthe Exhibit Index immediately preceding the exhibits are filed orincorporated by reference as part of this annual report on Form 10-K.

99

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**SIGNATURES**

**Pursuant to the requirements of Section 13 or 15(d) ofthe Securities and Exchange Act of 1934, Euramax International, Inc. hasduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.**
|                             | EURAMAX  INTERNATIONAL, INC. |
|-----------------------------|------------------------------|
|                             | By:                          | /s/ J. DAVID SMITH |
|                        |                         | J. David Smith |
|                        |                         | *Chief Executive Officer and President* |
| Dated: March 31,  2005 |                         |   |

 

**Pursuant to the requirements of the SecuritiesExchange Act of 1934, this report has been signed below by the followingpersons on behalf of Euramax International, Inc. and in the capacities andon the dated indicated.**
|        | **Signature**                      | ** ** | ** **                                      | ** ** | **Title**            | ** ** | ** ** | ** ** | **Date** | ** ** |
|--------|------------------------------------|------------|-------------------------------------------------|------------|----------------------|------------|------------|------------|----------|------------|
| By:    | /s/ J. DAVID  SMITH                |       | Chief Executive Officer, President and Director |       | March 31,  2005 |
|   | J. David Smith                     |       |                                            |       |                 |
| By:    | /s/ R. SCOTT  VANSANT              |       | V.P., Secretary and Chief Financial Officer     |       | March 31,  2005 |
|   | R. Scott Vansant                   |       |                                            |       |                 |
| By:    | /s/ STUART  M. WALLIS              |       | Director                                        |       | March 31,  2005 |
|   | Stuart M. Wallis                   |       |                                            |       |                 |
| By:    | /s/ JOSEPH  M. SILVESTRI           |       | Director                                        |       | March 31,  2005 |
|   | Joseph M. Silvestri                |       |                                            |       |                 |
| By:    | /s/ THOMAS  F. MCWILLIAMS          |       | Director                                        |       | March 31,  2005 |
|   | Thomas F. McWilliams               |       |                                            |       |                 |
| By:    | /s/ RICHARD  E. MAYBERRY, JR. |       | Director                                        |       | March 31,  2005 |
|   | Richard E. Mayberry, Jr.      |       |                                            |       |                 |
| By:    | /s/ PAUL  E. DRACK                 |       | Director                                        |       | March 31,  2005 |
|   | Paul E. Drack                      |       |                                            |       |                 |
|        |                                    |            |                                                 |            |                      |            |            |            |          |            |  |

 

100

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**Schedule II**

**EuramaxInternational, Inc.Valuation and Qualifying AccountsThousands of U.S. Dollars**
| **Description**                                      | ** ** | ** **                                    | ** ** | **Classification** | ** ** | **Balance at  beginning  of period** | ** ** | **Charged to  costs and  expenses** | ** ** | **Charged to  other  accounts(1)** | ** ** | **Deductions(2)** | ** ** | **Balance  at end   of period ** | ** ** |
|------------------------------------------------------|------------|-----------------------------------------------|------------|--------------------|------------|------------------------------------------------|------------|-----------------------------------------------|------------|-----------------------------------------|------------|-------------------|------------|------------------------------------------------------|------------|
| *For the  year ended December 31, 2004*         |       |                                          |       |               |       |                                           |       |                                          |       |                                    |       |              |       |                                                 |       |   |   |   |   |   |   |   |   |
| Allowance for  doubtful accounts                     |       | A/R, net                                      |       |               | $          | (2,956                                         | )          |                                          |       | $                                       | (185       | )                 |       |                                                 | $          | (110 | ) |   |   | $ | 933 |   |   |   | $ | (2,318 | ) |   |
| *For the  five months ended May 23, 2003*       |       |                                          |       |               |       |                                           |       |                                          |       |                                    |       |              |       |                                                 |       |   |   |   |   |   |   |   |   |
| Allowance for doubtful  accounts                     |       | A/R, net                                      |       |               | $          | (3,513                                         | )          |                                          |       | $                                       | (212       | )                 |       |                                                 | $          | (90 | ) |   |   | $ | 660 |   |   |   | $ | (3,155 | ) |   |
| *For the  seven months ended December 26, 2003* |       |                                          |       |               |       |                                           |       |                                          |       |                                    |       |              |       |                                                 |       |   |   |   |   |   |   |   |   |
| Allowance for  doubtful accounts                     |       | A/R, net                                      |       |               | $          | (3,155                                         | )          |                                          |       | $                                       | (600       | )                 |       |                                                 | $          | (142 | ) |   |   | $ | 941 |   |   |   | $ | (2,956 | ) |   |
| *For the  year ended December 27, 2002*         |       |                                          |       |               |       |                                           |       |                                          |       |                                    |       |              |       |                                                 |       |   |   |   |   |   |   |   |   |
| Allowance for  doubtful accounts                     |       | A/R, net                                      |       |               | $          | (3,938                                         | )          |                                          |       | $                                       | 177        |              |       |                                                 | $          | (179 | ) |   |   | $ | 427 |   |   |   | $ | (3,513 | ) |   |
| *For the  year ended December 31, 2004*         |       |                                          |       |               |       |                                           |       |                                          |       |                                    |       |              |       |                                                 |       |   |   |   |   |   |   |   |   |
| Allowance for  obsolete inventory                    |       | Inventories                                   |       |               | $          | (3,581                                         | )          |                                          |       | $                                       | (702       | )                 |       |                                                 | $          | (183 | ) |   |   | $ | 1,235 |   |   |   | $ | (3,231 | ) |   |
| *For the  five months ended May 23, 2003*       |       |                                          |       |               |       |                                           |       |                                          |       |                                    |       |              |       |                                                 |       |   |   |   |   |   |   |   |   |
| Allowance for  obsolete inventory                    |       | Inventories                                   |       |               | $          | (3,827                                         | )          |                                          |       | $                                       | (232       | )                 |       |                                                 | $          | (112 | ) |   |   | $ | 439 |   |   |   | $ | (3,732 | ) |   |
| *For the  seven months ended December 26, 2003* |       |                                          |       |               |       |                                           |       |                                          |       |                                    |       |              |       |                                                 |       |   |   |   |   |   |   |   |   |
| Allowance for  obsolete inventory                    |       | Inventories                                   |       |               | $          | (3,732                                         | )          |                                          |       | $                                       | (591       | )                 |       |                                                 | $          | (274 | ) |   |   | $ | 1,016 |   |   |   | $ | (3,581 | ) |   |
| *For the  year ended December 27, 2002*         |       |                                          |       |               |       |                                           |       |                                          |       |                                    |       |              |       |                                                 |       |   |   |   |   |   |   |   |   |
| Allowance for  obsolete inventory                    |       | Inventories                                   |       |               | $          | (3,284                                         | )          |                                          |       | $                                       | (2,234     | )                 |       |                                                 | $          | (286 | ) |   |   | $ | 1,977 |   |   |   | $ | (3,827 | ) |   |
| *For the  year ended December 31, 2004*         |       |                                          |       |               |       |                                           |       |                                          |       |                                    |       |              |       |                                                 |       |   |   |   |   |   |   |   |   |
| Income tax  valuation allowance                      |       | Deferred  income taxes,  long-term  liability |       |               | $          | (1,889                                         | )          |                                          |       | $                                       | 815        |              |       |                                                 | $(952      | ) |   |   | — |   |   |   | $ | (2,026 | ) |   |
| *For the  five months ended May 23, 2003*       |       |                                          |       |               |       |                                           |       |                                          |       |                                    |       |              |       |                                                 |       |   |   |   |   |   |   |   |   |
| Income tax  valuation allowance                      |       | Deferred  income taxes,  long-term  liability |       |               | $          | (2,744                                         | )          |                                          |       | $                                       | (277       | )                 |       |                                                 | —     |   |   |   | — |   |   |   | $ | (3,021 | ) |   |
| *For the  seven months ended December 26, 2003* |       |                                          |       |               |       |                                           |       |                                          |       |                                    |       |              |       |                                                 |       |   |   |   |   |   |   |   |   |
| Income tax  valuation allowance                      |       | Deferred  income taxes,  long-term  liability |       |               | $          | (3,021                                         | )          |                                          |       | $                                       | 556        |              |       |                                                 | $          | 576 |   |   |   | — |   |   |   | $ | (1,889 | ) |   |
| *For the  year ended December 27, 2002*         |       |                                          |       |               |       |                                           |       |                                          |       |                                    |       |              |       |                                                 |       |   |   |   |   |   |   |   |   |
| Income tax  valuation allowance                      |       | Deferred  income taxes,  long-term  liability |       |               | $          | (2,525                                         | )          |                                          |       | $                                       | (219       | )                 |       |                                                 | —     |   |   |   | — |   |   |   | $ | (2,744 | ) |   |

----

Note:

(1)   Changesdue to foreign currency translation adjustment, 2003 Stock Transaction andacquisition of Berger Holdings, Ltd.

(2)   Write-offof bad debts, net of recoveries or write off of obsolete inventory.

101

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**Exhibit Index**
| Exhibit   Number | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1              |       | Purchase agreement dated July 30, 2003 by and  among Euramax International, Inc., Euramax International Holdings B.V.,  each of the Guarantors (as defined therein), UBS Securities LLC, Banc of  America Securities LLC, Wachovia Capital Markets, LLC, ABN AMRO Incorporated,  and Fleet Securities, Inc. (Incorporated by reference to  Exhibit 10.1 in Euramax International, Inc.’s Current Report on  Form 8-K which was filed on August 8, 2003).                |
| 2.2              |       | Agreement and Plan of Merger, dated as of  October 10, 2003, by and among Amerimax Pennsylvania, Inc., Euramax  International, Inc. and Berger Holdings, Ltd. (Incorporated by reference  to Exhibit (d)(1) to Schedule TO of Amerimax Pennsylvania, Inc.  which was filed on October 20, 2003).                                                                                                                                                                             |
| 3.1              |       | Certificate of Incorporation of Euramax  International, Inc. (f/k/a Amerimax Holdings, Inc.). (Incorporated  by reference to the Exhibit with the same number in Euramax  International, Inc.’s Registrations Statement on Form S-4 (Reg.  No. 333-05978) which became effective on February 7, 1997.)                                                                                                                                                                  |
| 3.2              |       | Bylaws of Euramax International, Inc. (f/k/a  Amerimax Holdings, Inc.). (Incorporated by reference to the  Exhibit with the same number in Euramax International, Inc.’s  Registration Statement on Form S-4 (Ref. No. 333-05978) which  became effective on February 7, 1997.)                                                                                                                                                                                         |
| 3.3              |       | Articles of Association of Euramax International  Holdings B.V. dated as of August 6, 2003. (Incorporated by reference to  the Exhibit with the same number in Euramax International, Inc.’s  Registration Statement on Form S-4 which was filed on November 4,  2003).                                                                                                                                                                                                           |
| 4.1              |       | Indenture dated August 6, 2003 by and among  Euramax International, Inc., Euramax International Holdings B.V., a  Dutch registered company, the guarantors party thereto from time to time, and  JP Morgan Chase Bank, as trustee. (Incorporated by reference to  Exhibit 4.2 in Euramax International, Inc.’s Current Report on  Form 8-K which was filed on August 8, 2003).                                                                                               |
| 4.2              |       | Registration Rights Agreement dated August 6,  2003 by and among Euramax International, Inc., Euramax International  Holdings B.V., and each of the Guarantors (as defined therein), UBS  Securities LLC, Banc of America Securities LLC, Wachovia Capital Markets,  LLC, ABN AMRO Incorporated, and Fleet Securities, Inc. (Incorporated by  reference to Exhibit 4.3 in Euramax International, Inc.’s Current  Report on Form 8-K which was filed on August 8, 2003). |
| 4.3              |       | Form of 81¤2%  Senior Subordinated Note Due 2011. (Incorporated by reference to  Exhibit A of Exhibit 4.2 in Euramax International, Inc.’s  Current Report on Form 8-K which was filed on August 8, 2003).                                                                                                                                                                                                                                                              |
| 10.1             |       | Executive Employment Agreement, dated as of  September 25, 1996, by and between J. David Smith and Euramax  International, Inc. (Incorporated by reference to Exhibit 10.1 in  Euramax International plc’s Registration Statement on Form S-4 which  became effective on February 7, 1997).                                                                                                                                                                                       |
| 10.2             |       | Incentive Compensation Plan effective  January 1, 1997, by Euramax International Limited. (Incorporated by  reference to Exhibit 10.2 in Euramax International Limited’s Quarterly  Report on Form 10-Q which was filed on April 26, 1999).                                                                                                                                                                                                                                            |
| 10.3             |       | Phantom Stock Plan effective January 1, 1999,  by Euramax International Limited. (Incorporated by reference to  Exhibit 10.3 in Euramax International Limited’s Quarterly Report on  Form 10-Q which was filed on April 26, 1999).                                                                                                                                                                                                                                                     |

102

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| 10.4  |   | Third Amended and  Restated Credit Agreement, dated October 9, 2003, among Euramax  International, Inc. and its subsidiaries, Wachovia Bank, N.A. (as Agent  and Lender) and the Lenders. (Incorporated by reference to  Exhibit (b)(1) to the Schedule TO-T which was filed by Euramax  International, Inc. on October 20, 2003).                                                                                                                                                            |
|-------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.5  |   | First Amendment dated as  of May 28, 2004 to the Third Amended and Restated Credit Agreement among  Euramax International, Inc. and its subsidiaries, Wachovia Bank, N.A.,  as agent and lender, and the Lenders named therein. (Incorporated by  reference to Exhibit 10.1 in Euramax International, Inc.’s  Quarterly Report on Form 10-Q which was filed on August 9, 2004).                                                                                                          |
| 10.6  |   | Second Amendment dated  as of January 11, 2005 to the Third Amended and Restated Credit  Agreement among Euramax International, Inc. and its subsidiaries, Wachovia  Bank, N.A., as agent and lender, and the Lenders named therein.                                                                                                                                                                                                                                                                                   |
| 10.7  |   | Third Amendment dated as  of March 15, 2005 to the Third Amended and Restated Credit Agreement  among Euramax International, Inc. and its subsidiaries, Wachovia Bank, N.A.,  as agent and lender, and the Lenders named therein. (Incorporated by reference  to Exhibit 99.1 in Euramax International, Inc.’s Current Report on  Form 8-K which was filed on March 21, 2005).                                                                                                                          |
| 10.8  |   | Letter Agreement, dated December 1, 1999, by  and between Euramax International, Inc. and Mitchell B. Lewis.  (Incorporated by reference to Exhibit 10.5 in Euramax  International, Inc.’s Registration Statement on Form S-4 which was  filed on November 4, 2003).                                                                                                                                                                                                                     |
| 10.9  |   | Letter Agreement, dated December 1, 1999, by  and between Euramax International, Inc. and R. Scott Vansant.  (Incorporated by reference to Exhibit 10.6 in Euramax  International, Inc.’s Registration Statement on Form S-4 which was  filed on November 4, 2003).                                                                                                                                                                                                                 |
| 10.10 |   | Stock Purchase Agreement by and among Citigroup  Venture Capital Equity Partners, L.P., CVC Executive Fund LLC, CVC/SSB  Employee Fund, L.P., Euramax International, Inc. and the Stockholders of  Euramax International, Inc. noted therein, dated as of April 15,  2003. (Incorporated by reference to Exhibit 10.1 in Euramax International, Inc.’s  Quarterly Report on Form 10-Q which was filed on August 11, 2003).                                                          |
| 10.11 |   | Securities Holders Agreement by and among Euramax  International, Inc., Citigroup Venture Capital Equity Partners, L.P.,  CVC Executive Fund LLC, CVC/SSB Employee Fund, L.P., Citicorp Venture Capital  Ltd., The Continuing Investors identified therein and The Management  Investors identified therein dated as of April 15, 2003. (Incorporated  by reference to Exhibit 10.2 in Euramax International, Inc.’s  Quarterly Report on Form 10-Q which was filed on August 11, 2003). |
| 10.12 |   | Advisory Agreement dated as of April 15, 2003  by and among Euramax International, Inc. and CVC Management LLC.  (Incorporated by reference to Exhibit 10.3 in Euramax  International, Inc.’s Quarterly Report on Form 10-Q which was filed  on August 11, 2003).                                                                                                                                                                                                                        |
| 10.13 |   | Amendment No. 1, dated as of April 15,  2003, to the Executive Employment Agreement, dated as of October 1,  1999, by and between Euramax International, Inc. and J. David Smith.  (Incorporated by reference to Exhibit 10.4 in Euramax  International, Inc.’s Quarterly Report on Form 10-Q which was filed  on August 11, 2003).                                                                                                                                            |
| 10.14 |   | Euramax International, Inc. 2003 Equity  Compensation Plan. (Incorporated by reference to Exhibit 10.5 in Euramax  International, Inc.’s Quarterly Report on Form 10-Q which was filed  on August 11, 2003).                                                                                                                                                                                                                                                                                  |
| 10.15 |   | Restricted Stock Agreement dated April 15, 2003  between Euramax International, Inc. and J. David Smith.  (Incorporated by reference to Exhibit 10.6 in Euramax  International, Inc.’s Quarterly Report on Form 10-Q which was filed  on August 11, 2003).                                                                                                                                                                                                                          |

103

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| 10.16 |   | Restricted Stock  Agreement dated April 15, 2003 between Euramax International, Inc.  and Mitchell B. Lewis. (Incorporated by reference to Exhibit 10.7 in  Euramax International, Inc.’s Quarterly Report on Form 10-Q which  was filed on August 11, 2003).                                                                                                                                                                                                                                   |
|-------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.17 |   | Restricted Stock Agreement dated April 15, 2003  between Euramax International, Inc. and R. Scott Vansant.  (Incorporated by reference to Exhibit 10.8 in Euramax  International, Inc.’s Quarterly Report on Form 10-Q which was filed  on August 11, 2003).                                                                                                                                                                                                                               |
| 10.18 |   | Form Restricted  Stock Agreement for the Euramax International, Inc. 2003 Equity  Compensation Plan. (Incorporated by reference to Exhibit 10.9 in Euramax  International, Inc.’s Quarterly Report on Form 10-Q which was filed  on August 11, 2003).                                                                                                                                                                                                                                           |
| 10.19 |   | Form Non-Qualified Stock Option Agreement for  the Euramax International, Inc. 2003 Equity Compensation Plan.  (Incorporated by reference to Exhibit 10.10 in Euramax  International, Inc.’s Quarterly Report on Form 10-Q which was filed  on August 11, 2003).                                                                                                                                                                                                                                |
| 10.20 |   | Amended and Restated  Registration Rights Agreement dated as of June 12, 2003 by and among  Euramax International, Inc., Citicorp Venture Capital Ltd., Citigroup  Venture Capital Equity Partners, L.P., CVC Executive Fund LLC and CVC/SSB  Employee Fund, L.P., and other stockholders of Euramax  International, Inc. named therein. (Incorporated by reference to  Exhibit 10.11 in Euramax International, Inc.’s Quarterly Report on  Form 10-Q which was filed on August 11, 2003). |
| 10.21 |   | Letter Agreement dated April 15, 2003 between  R. Scott Vansant and Euramax International, Inc. (Incorporated by  reference to Exhibit 10.12 in Euramax International, Inc.’s  Quarterly Report on Form 10-Q which was filed on August 11, 2003).                                                                                                                                                                                                                                               |
| 10.22 |   | Letter Agreement dated April 15, 2003 between  Mitchell B. Lewis and Euramax International, Inc. (Incorporated by  reference to Exhibit 10.13 in Euramax International, Inc.’s  Quarterly Report on Form 10-Q which was filed on August 11, 2003).                                                                                                                                                                                                                                              |
| 10.23 |   | Euramax International, Inc. Supplemental  Executive Retirement Plan dated April 15, 2003 for J. David Smith.  (Incorporated by reference to Exhibit 10.14 in Euramax  International, Inc.’s Quarterly Report on Form 10-Q which was filed  on August 11, 2003).                                                                                                                                                                                                                            |
| 10.24 |   | Euramax International, Inc. Supplemental  Executive Retirement Plan dated April 15, 2003 for Mitchell B. Lewis and  R. Scott Vansant. (Incorporated by reference to Exhibit 10.15 in Euramax  International, Inc.’s Quarterly Report on Form 10-Q which was filed  on August 11, 2003).                                                                                                                                                                                                         |
| 10.25 |   | Stock Purchase Agreement by and among Court Square  Capital Limited and Euramax International, Inc., dated as of  February 12, 2004. (Incorporated by reference to Exhibit 10.23 in  Euramax International, Inc.’s Registration Statement on Form S-4/A  which was filed on February 23, 2004).                                                                                                                                                                                                 |
| 10.26 |   | Form Severence Agreement for J. David Smith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.27 |   | Form Severence Agreement for Mitchell B. Lewis and  R. Scott Vansant.                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 12.1  |   | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 14.1  |   | Code of Business Conduct and Ethics (Incorporated by  reference to Exhibit 99.1 in Euramax International, Inc.’s Current  Report on Form 8-K which was filed on August 12, 2004).                                                                                                                                                                                                                                                                                                                         |
| 21.1  |   | Subsidiaries of Euramax International, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 31.1  |   | Certification of Chief Executive Officer pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 31.2  |   | Certification of Chief Financial Officer pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 32.1  |   | Certification of Chief Executive Officer pursuant to  18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 32.2  |   | Certification of Chief Financial Officer pursuant to  18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

104

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