----

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington,D.C. 20549**

**FORM 10-Q**
| ý | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | **For  the quarterly period ended            June  29, 2001**                                                                                                                                                                                                                                                                                                                                                                          |
|   | ** ****OR**                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| o      | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                                                                                                                                                                                                                            |
|   | **For  the transition period from                                        to                                   ** |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | **Commission  file number         333-05978**                                                                                                                                                                                                                                                                                                                                                                                                    |

 

**EURAMAX INTERNATIONAL,INC.****(Exactname of registrant as specified in its charter)**

 

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

Registrant’s telephonenumber, including area code **770-449-7066**

             Indicate by check mark whether theregistrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.ýYes  o No

             As of August 9, 2001, Registranthad outstanding 445,822.44 shares of Class A common stock and 44,346.80 sharesof Class B common stock.

Page 1 of  33

Exhibit Index located onpage 29

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**Part I - Financial Information**

**Item1.  Financial Statements**
| **Euramax International, Inc. and Subsidiaries**    |
|-----------------------------------------------------|
| **Condensed Consolidated Statements of Operations** |
| **(Thousands of U.S. Dollars)**                     |
| **(Unaudited)**                                     |

 
|                          | **Quarters  ended**           | **Six  months ended** |
|-------------------------------|-------------------------------|-----------------------|
|                          | ****                          | ****                  |
|                          | **June  29,**                 |                  | **June  30,** |   | **June  29,** |   | **June  30,** |   |
|                          | **2001**                      |                  | **2000** |   | **2001** |   | **2000** |   |
|                          |                          |                  |   |   |   |   |   |   |
|                          |                               |                  |  |   |  |   |  |   |
| Net  sales                    | $                             | 157,621               |   | $ | 163,715 |   | $ | 288,834 |   | $ | 305,988 |   |
|                          |                          |                  |   |   |   |   |   |   |
|                          | Costs and expenses:           |                  |   |   |   |   |   |   |   |
|                          | Cost of goods sold            | 125,980               |   | 132,076 |   | 234,173 |   | 248,903 |   |
|                          | Selling and general           | 15,358                |   | 13,925 |   | 29,221 |   | 27,704 |   |
|                          | Depreciation and amortization | 4,465                 |   | 4,301 |   | 8,877 |   | 8,059 |   |
|                          |                               |                  |  |   |  |   |  |   |
|                          | Earnings from operations      | 11,818                |   | 13,413 |   | 16,563 |   | 21,322 |   |
|                          |                          |                  |   |   |   |   |   |   |
| Interest  expense, net        | (6,492                        | )                     | (6,760 | ) | (13,052 | ) | (12,198 | ) |
| Other  expense, net           | (598                          | )                     | (538 | ) | (2,818 | ) | (651 | ) |
|                          |                               |                  |  |   |  |   |  |   |
| Earnings  before income taxes | 4,728                         |                  | 6,115 |   | 693 |   | 8,473 |   |
| Provision  for income taxes   | 2,278                         |                  | 2,679 |   | 321 |   | 3,687 |   |
|                          |                               |                  |  |   |  |   |  |   |
| Net  earnings                 | $                             | 2,450                 |   | $ | 3,436 |   | $ | 372 |   | $ | 4,786 |   |
|                          |                               |                  |  |   |  |   |  |   |
|                               |                               |                       |  |  |  |  |  |  |  |  |  |  |  |  |

The accompanying notesare an integral part of these condensed consolidated financial statements.

 

| **Euramax International, Inc. and Subsidiaries** |
|--------------------------------------------------|
| **Condensed Consolidated Balance Sheets**        |
| **(Thousands of U.S. Dollars)**                  |
| **(Unaudited)**                                  |

 

|                                                                                                     | **June  29,**                                   |    | **December  29,** |    |
|----------------------------------------------------------------------------------------------------------|-------------------------------------------------|---------|-------------------|---------|
|                                                                                                     | **2001**                                        |    | **2000**          |    |
|                                                                                                     | ****                                            |    | ****              |    |
| **ASSETS**                                                                                               |                                            |    |              |    |
| Current  assets:                                                                                         |                                            |    |              |    |
|                                                                                                     | Cash and equivalents                            | $       | 7,488             |    | $ | 8,134 |   |
|                                                                                                     | Accounts receivable, net                        | 94,549  |              | 73,721  |   |
|                                                                                                     | Inventories                                     | 69,259  |              | 81,215  |   |
|                                                                                                     | Other current assets                            | 3,825   |              | 4,821   |   |
|                                                                                                     | ****                                            |    | ****              |    |
|                                                                                                     | Total current assets                            | 175,121 |              | 167,891 |   |
| Property,  plant and equipment, net                                                                      | 110,112                                         |    | 119,218           |    |
| Goodwill,  net                                                                                           | 108,896                                         |    | 113,324           |    |
| Deferred  income taxes                                                                                   | 5,627                                           |    | 5,615             |    |
| Other  assets                                                                                            | 8,041                                           |    | 7,011             |    |
|                                                                                                     | ****                                            |    | ****              |    |
|                                                                                                     | $                                               | 407,797 |              | $       | 413,059 |   |
|                                                                                                     |                                                 |    |                   |    |
| **LIABILITIES  AND SHAREHOLDERS’ EQUITY**                                                           |                                            |    |              |    |
| Current  liabilities:                                                                                    |                                            |    |              |    |
|                                                                                                     | Cash overdrafts                                 | $       | 2,633             |    | $ | 1,709 |   |
|                                                                                                     | Accounts payable                                | 64,841  |              | 57,975  |   |
|                                                                                                     | Accrued expenses and other  current liabilities | 23,157  |              | 26,646  |   |
|                                                                                                     | Current maturities of long-term  debt           | 44,726  |              | 2,247   |   |
|                                                                                                     | ****                                            |    | ****              |    |
|                                                                                                     | Total current liabilities                       | 135,357 |              | 88,577  |   |
| Long-term  debt, less current maturities                                                                 | 183,400                                         |    | 233,281           |    |
| Deferred  income taxes                                                                                   | 15,231                                          |    | 16,952            |    |
| Other  liabilities                                                                                       | 13,707                                          |    | 10,468            |    |
|                                                                                                     | ****                                            |    | ****              |    |
|                                                                                                     | Total liabilities                               | 347,695 |              | 349,278 |   |
|                                                                                                     | ****                                            |    | ****              |    |
| Shareholders’  equity:                                                                              |                                            |    |              |    |
|                                                                                                     | Common stock                                    | 500     |              | 500     |   |
|                                                                                                     | Additional paid-in capital                      | 53,220  |              | 53,220  |   |
|                                                                                                     | Treasury stock                                  | (1,581  | )                 | (1,581  | ) |
|                                                                                                     | Retained earnings                               | 20,224  |              | 19,852  |   |
|                                                                                                     | Accumulated other comprehensive  loss           | (12,261 | )                 | (8,210  | ) |
|                                                                                                     | ****                                            |    | ****              |    |
| Total  shareholders’ equity                                                                         | 60,102                                          |    | 63,781            |    |
|                                                                                                     | ****                                            |    | ****              |    |
|                                                                                                     | $                                               | 407,797 |              | $       | 413,059 |   |
|                                                                                                     |                                                 |    |                   |    |
|                                                                                                     |                                            |    |              |    |
|  The accompanying notes  are an integral part of these condensed consolidated financial statements. |                                            |
|                                                                                                          |                                                 |         |                   |         |  |  |  |  |  |

 

 

| **Euramax International, Inc. and Subsidiaries**    |
|-----------------------------------------------------|
| **Condensed Consolidated Statements of Cash Flows** |
| **(Thousands of U.S. Dollars)**                     |
| **(Unaudited)**                                     |

 

|                                                                                                      | **Six  months ended**                                     |
|-----------------------------------------------------------------------------------------------------------|-----------------------------------------------------------|
|                                                                                                      | ****                                                      |
|                                                                                                      | **June  29,**                                             |   | **June  30,** |   |
|                                                                                                      | **2001**                                                  | ** ** | **2000** | ** ** |
|                                                                                                      | ****                                                      |   | **** |   |
|                                                                                                      |                                                      |   |   |   |
| Net  cash provided by (used in) operating activities                                                      | $                                                         | 5,893 |   | $ | (4,873 | ) |
|                                                                                                      | ****                                                      |   | **** |   |
| Cash  flows from investing activities:                                                                    |                                                      |   |   |   |
|                                                                                                      | Purchases of businesses                                   | - |   | (45,550 | ) |
|                                                                                                      | Proceeds from sales of assets                             | 1,259 |   | 45 |   |
|                                                                                                      | Capital expenditures                                      | (3,003 | ) | (5,231 | ) |
|                                                                                                      |                                                      | **** |   | **** |   |
|                                                                                                      |                                                      |   |   |   |
|                                                                                                      | Net cash used in investing  activities                    | (1,744 | ) | (50,736 | ) |
|                                                                                                      |                                                      |   |   |   |
| Cash  flows from financing activities:                                                                    |                                                      |   |   |   |
|                                                                                                      | Net borrowings (repayments) on  revolving credit facility | 8,713 |   | 27,089 |   |
|                                                                                                      | Repayment of long-term debt                               | (12,805 | ) | (3,233 | ) |
|                                                                                                      | Proceeds from long-term debt                              | - |   | 40,000 |   |
|                                                                                                      | Purchase of treasury stock                                | - |   | (1,581 | ) |
|                                                                                                      | Changes in cash overdrafts                                | 924 |   | 488 |   |
|                                                                                                      | ****                                                      |   | **** |   |
|                                                                                                      | Net cash (used in) provided by  financing activities      | (3,168 | ) | 62,763 |   |
|                                                                                                      |                                                      |   |   |   |
| Effect  of exchange rate changes on cash                                                                  | (1,627                                                    | ) | (758 | ) |
|                                                                                                      | ****                                                      |   | **** |   |
|                                                                                                      |                                                      |   |   |   |
| Net  (decrease) increase in cash and equivalents                                                          | (646                                                      | ) | 6,396 |   |
| Cash  and equivalents at beginning of period                                                              | 8,134                                                     |   | 13,385 |   |
|                                                                                                      | ****                                                      |   | **** |   |
| Cash  and equivalents at end of period                                                                    | $                                                         | 7,488 |   | $ | 19,781 |   |
|                                                                                                      |                                                           |   |  |   |
|                                                                                                      |                                                      |   |   |   |
|  The  accompanying notes are an integral part of these condensed consolidated  financial statements. |                                                      |
|                                                                                                           |                                                           |  |  |  |  |  |  |  |

 

 

| **Euramax International, Inc. and Subsidiaries**         |
|----------------------------------------------------------|
| **Notes to Condensed Consolidated Financial Statements** |
| **(Thousands of U.S. Dollars)**                          |
| **(Unaudited)**                                          |

 

**1.   Basis of Presentation:**

Forpurposes of this report the “Company” refers to Euramax International, Inc.(“Euramax”) and Subsidiaries, collectively.

TheCondensed Consolidated Financial Statements of the Company have been preparedin accordance with generally accepted accounting principles for interimfinancial information and with the rules and regulations of the Securities andExchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotesrequired by generally accepted accounting principles for complete financialstatements.  In the opinion of themanagement of the Company, these statements include all adjustments necessaryfor a fair presentation of the results of all interim periods reportedherein.  All adjustments are of a normalrecurring nature unless otherwise disclosed. Management believes that the disclosures made are adequate for a fairpresentation of results of operations, financial position and cash flows.  These Condensed Consolidated FinancialStatements should be read in conjunction with the year-end ConsolidatedFinancial Statements and accompanying notes included in the Company’s AnnualReport on Form 10-K for the year ended December 29, 2000.  Operating results for the period ended June29, 2001, are not necessarily indicative of future results that may be expectedfor the year ending December 28, 2001.

Pershare data has not been presented since such data provides no usefulinformation, as the shares of the Company are closely held.

Certain2000 amounts have been reclassified to conform to current year presentation.

**2.  Acquisitions:**

OnApril 10, 2000 (the “Acquisition Date”), the Company’s wholly owned subsidiary,Amerimax Home Products, Inc., acquired substantially all of the assets andassumed certain liabilities of Gutter World, Inc. and Global Expanded Metals,Inc., companies under common control, (“Gutter World” and “Global”,respectively).  The purchase price,including approximately $372.2 thousand in acquisition-related fees andexpenses, was approximately $45.6 million in cash, plus the assumption ofapproximately $2.6 million of liabilities. These companies manufacture raincarrying accessories, such as gutterguards, water diverters and downspout strainers, as well as door guards soldprimarily to home centers. Additionally, the companies manufacture and sell expanded metal productsto original equipment manufacturers. The results of operations of Gutter World and Global are included in theCondensed Consolidated Statement of Earnings from the Acquisition Date.

Thefollowing unaudited pro forma data present the results of operations for thequarter and six months ended June 30, 2000, as though the Gutter World andGlobal Acquisition had been completed January 1, 2000, and assume that thereare no other changes in operations of the Company. Such pro forma informationincludes adjustments to interest expense; changes in amortization of goodwillrelating to the allocation of the purchase price; elimination of the effect oftransactions between Gutter World and a Euramax subsidiary and between GutterWorld and Global; and the income tax effect related to these items.  The pro forma results are not necessarilyindicative of the financial results that might have occurred had the GutterWorld and Global Acquisition actually taken place on the first day of thefiscal year or of the future results of operations.  Certain Financial Statementsand Exhibits for the Gutter World and Global Acquisition can be found in theCompany’s Current Report on Form 8-K, filed April 24, 2000.

 

|                          | **Quarter  ended** |    | **Six  months ended** |   |
|-------------------------------|--------------------|---------|-----------------------|--------|
|                          | **June  30, 2000** |    | **June  30, 2000**    |   |
|                          | ****               |    | ****                  |   |
|                          |               |    |                  |   |
| Net  sales                    | $                  | 163,963 |                  | $      | 310,141 |   |
| Earnings  before income taxes | 5,809              |    | 7,560                 |   |
| Net  earnings                 | 3,248              |    | 4,228                 |   |
|                               |                    |         |                       |        |  |  |

** **

**3.  Summary of Significant Accounting Policies:**

Forinformation regarding significant accounting policies, see Note 3 to theConsolidated Financial Statements of the Company for the year ended December29, 2000, set forth in the Company’s Annual Report on Form 10-K.  For information regarding the Company’sadoption of SFAS 133, *Accounting for Derivative Instruments and HedgingActivities*, as amended by SFAS 137 and SFAS 138, see Note 3 to theCondensed Consolidated Financial Statements of the Company for the quarterended March 30, 2001, set forth in the Company’s Quarterly Report on Form 10-Q.

InJuly 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No.142, G*oodwilland Other Intangible Assets. *SFAS142 is effective for all fiscal quarters of all fiscal years beginning afterDecember 15, 2001 (January 1, 2002 for the Company).  SFAS 142 requires that goodwill and indefinite lived intangibleassets are no longer amortized, but are reviewed annually for impairment.  Management is currently reviewing theprovisions of SFAS 142 to determine the impact on the Company’s financial statementsupon adoption.

**4.  Inventories:**

Inventories were comprised of:

|               | **June  29,** |   | **December  29,** |   |
|--------------------|---------------|--------|-------------------|--------|
|               | **2001**      |   | **2000**          |   |
|               |               |   |                   |   |
| Raw  materials     | $             | 53,673 |              | $      | 58,101 |   |
| Work  in process   | 2,523         |   | 9,067             |   |
| Finished  products | 13,063        |   | 14,047            |   |
|               |               |   |                   |   |
|               | $             | 69,259 |              | $      | 81,215 |   |
|               |               |   |                   |   |

**5. Long-Term Obligations:**

Long-term obligations consisted of the following:

|                                       | **June  29,**             |    | **December  29,** |   |
|--------------------------------------------|---------------------------|---------|-------------------|--------|
|                                       | **2001**                  |    | **2000**          |   |
|                                       | ****                      |    | ****              |   |
| Credit  Agreement:                         |                      |    |              |   |
|                                       | Revolving Credit Facility | $       | 43,991            |   | $ | 38,522 |   |
|                                       | Term Loans                | 49,135  |              | 62,006 |   |
| 11.25%  Senior Subordinated Notes due 2006 | 135,000                   |    | 135,000           |   |
|                                       |                           |    |                   |   |
|                                       | 228,126                   |    | 235,528           |   |
| Less  current portion                      | (44,726                   | )       | (2,247            | )      |
|                                       |                           |    |                   |   |
|                                       | $                         | 183,400 |              | $      | 233,281 |   |
|                                       |                           |    |                   |   |

Borrowings under the Company’s revolvingcredit facility become due on June 30, 2002, at which date the facilityexpires.  Accordingly, amountsoutstanding on the revolving credit facility are classified within currentmaturities of long-term debt as of June 29, 2001.  The Company intends to refinance borrowings under the revolvingcredit facility prior to its maturity. The Company’s management believes that it will be able to effect thisrefinancing based upon current expectations for operating performance andfuture liquidity needs, although no assurance to that affect can be given.

The Credit Agreement requires the Company to maintainspecified financial ratios and meet certain financial tests, including aminimum EBITDA (earnings before interest, taxes, depreciation and amortization)requirement, a minimum interest coverage and a maximum leverage ratio.  Effective March 19, 2001, the Company andthe Lenders amended the Credit Agreement to, among other items, lower theminimum EBITDA requirement and the interest coverage ratio and raise the totalleverage ratio.  The Company anticipatesthat these changes will provide flexibility sufficient to prevent an event ofdefault during 2001 resulting from a breach of restrictive covenants, althoughno assurance to that effect can be given.

**6.  Commitments andContingencies:**

**Litigation**

The Company is subject to legal proceedings and claimsthat have arisen in the ordinary course of business.  Although occasional adverse decisions or settlements may occur,it is the opinion of the Company’s management, based upon information availableat this time, that the expected outcome of these matters, individually or inthe aggregate, would not reasonably be expected to have a material adverseeffect on the consolidated financial position, results of operations or cashflows of the Company and its subsidiaries taken as a whole.

**Environmental Matters**

TheCompany’s operations are subject to federal, state, local and Europeanenvironmental laws and regulations concerning the management of pollution andhazardous substances.

TheCompany has been named as a defendant in lawsuits or as a potentiallyresponsible party in state and Federal administrative and judicial proceedingsseeking contribution for costs associated with the investigation, analysis,correction and remediation of environmental conditions at various hazardouswaste disposal sites. The Company continues to monitor these actions andproceedings and to vigorously defend both its own interests as well as theinterests of its affiliates. The Company’s ultimate liability in connectionwith present and future environmental claims will depend on many factors,including its volumetric share of the waste at a given site, the remedialaction required, the total cost of remediation, and the financial viability andparticipation of the other entities that also sent waste to the site. Once itbecomes probable that the Company will incur costs in connection withremediation of a site and such costs can be reasonably estimated, the Companyestablishes or adjusts its reserve for its projected share of these costs.Based upon current law and information known to the Company concerning the sizeof the sites known to it, anticipated costs, their years of operations and thenumber of other potentially responsible parties, Management believes that theCompany’s potential share of the estimated aggregate liability for the costs ofremedial actions and related costs and expenses are not material. In addition,the Company establishes reserves for remedial measures required from time totime at its own facilities. Management believes that the reasonably probableoutcomes of these matters will not materially exceed established reserves andwill not have a material impact on the future financial position, net earningsor cash flows of the Company. The Company’s reserves, expenditures and expensesfor all environmental exposures were not significant for any of the dates orperiods presented.

Inconnection with the acquisition of the Company from Alumax Inc. (which hassince been acquired by Aluminum Company of America in May 1998, and hereafterreferred to as “Alumax”) on September 25, 1996, the Company was indemnified byAlumax for substantially all of its costs, if any, related to environmentalmatters for occurrences arising prior to the closing date of the acquisitionduring the period of time it was owned directly or indirectly by Alumax. Suchindemnification includes costs that may ultimately be incurred to contribute tothe remediation of certain specified existing National Priorities List (“NPL”)sites for which the Company had been named a potentially responsible partyunder the federal Comprehensive Environmental Response, Compensation, andLiability Information System (“CERCLA”) as of the closing date of theacquisition, as well as certain potential costs for sites listed on statehazardous cleanup lists. With respect to all other environmental matters,Alumax’s obligations are limited to $125.0 million. However, notwithstandingthe indemnity, the Company does not believe that it has any significantprobable liability for environmental claims. Further, the Company believes it tobe unlikely that the Company would be required to bear environmental costs inexcess of its pro rata share of such costs as a potentially responsible partyat any site.

**7.**          **Comprehensive Income:**

|                                  | **Quarters  ended**                            |   | **Six  months ended** |   |
|---------------------------------------|------------------------------------------------|--------|-----------------------|--------|
|                                  | ****                                           |   | ****                  |   |
|                                  | **June  29,**                                  |   | **June  30,**         |   | **June  29,** |   | **June  30,** |   |
|                                  | **2001**                                       |   | **2000**              |   | **2001** |   | **2000** |   |
|                                  | ****                                           |   | ****                  |   | **** |   | **** |   |
| Net  earnings                         | $                                              | 2,450  |                  | $      | 3,436 |   | $ | 372 |   | $ | 4,786 |   |
| Other  comprehensive earnings (loss): |                                           |   |                  |   |   |   |   |   |
|                                  | Foreign currency translation  adjustment       | (1,105 | )                     | 252    |   | (3,357 | ) | (1,372 | ) |
|                                  | Gain (loss) on derivative  instruments, net:   |   |                  |   |   |   |   |   |   |
|                                  | Cumulative effect of adopting  SFAS 133        | -      |                  | -      |   | (2,014 | ) | - |   |
|                                  | Net changes in fair value of  derivatives      | 297    |                  | -      |   | 1,602 |   | - |   |
|                                  | Net gains reclassified from OCI  into earnings | 102    |                  | -      |   | (282 | ) | - |   |
|                                  |                                                |   |                       |   |  |   |  |   |
| Comprehensive  income (loss)          | $                                              | 1,744  |                  | $      | 3,688 |   | $ | (3,679 | ) | $ | 3,414 |   |
|                                  |                                                |   |                       |   |  |   |  |   |
|                                       |                                                |        |                       |        |  |  |  |  |  |  |  |  |  |  |

**8.  Income Taxes:**
Theincome tax benefit for the six months ended June 29, 2001, is computed at theeffective rate projected to be applicable for the full year.

**9.  Segment Information:**

For detailed informationregarding the Company’s reportable segments, see Note 12 to the ConsolidatedFinancial Statements of the Company for the year ended December 29, 2000, setforth in the Company’s Annual Report on Form 10-K.

Information about reported segments and a reconciliationof total segment sales to total consolidated sales and of total segment EBITDAto total consolidated earnings before income taxes, for the quarters and sixmonths ended June 29, 2001 and June 30, 2000, is as follows:
 **Quarters Ended** **Six months ended**  **** ****  **June 29,** **June 30,** **June 29,** **June 30,**  **2001** **2000** **2001** **2000**  **** **** **** **** **Sales**        European Roll Coating$33,931 $38,190 $71,627 $78,284 U.S. Fabrication109,831 110,509 187,191 195,570 European Fabrication14,403 15,656 31,311 33,712       Total  segment sales158,165 164,355 290,129 307,566          Eliminations(544)(640)(1,295)(1,578)      Consolidated  net sales$157,621 $163,715 $288,834 $305,988      **EBITDA**        European Roll Coating$3,966 $5,326 $9,144 $11,453 U.S. Fabrication11,054 11,673 12,893 15,943 European Fabrication1,712 1,918 4,217 4,267       Total  EBITDA for reportable segments16,732 18,917 26,254 31,663          Expenses that are not segment specific(1,047)(1,741)(3,632)(2,933)Depreciation and amortization(4,465)(4,301)(8,877)(8,059)Interest expense, net(6,492)(6,760)(13,052)(12,198)      Consolidated  net earnings before income taxes$4,728 $6,115 $693 $8,473      
Segment assets are notincluded in the above table because asset information is not reported by segmentin the information reviewed by the chief operating decision maker for purposesof making decisions about allocating resources to the segments and addressingperformance.

The following tablereflects revenues from external customers by groups of similar products for thequarters and six months ended June 29, 2001 and June 30, 2000:
   **Quarters Ended** **Six months ended**    **** **** **Customers/Markets****Primary  Products** **June 29,  2001** **June 30,  2000** **June 29,  2001** **June 30,  2000**      Original  Equipment Manufacturers ("OEMs")Painted  aluminum sheet and coil; fabricated painted aluminum, laminated  and fiberglass panels; RV doors, windows and roofing; and composite building  panels  $63,543 $72,927 $130,722 $146,026 Rural  ContractorsSteel  and aluminum roofing and siding 31,213 31,498 51,575 53,842 Home  CentersRaincarrying  systems, roofing accessories, windows, doors and  shower enclosures 31,240 24,549 49,190 42,285 Manufactured HousingSteel  siding and trim components 6,521 9,596 12,751 20,371 DistributorsMetal  coils, raincarrying systems and roofing  accessories 8,949 10,514 15,697 16,342 Industrial  andArchitectural ContractorsStanding  seam panels and siding and  roofing accessories 4,534 4,791 8,680 9,682 Home  Improvement ContractorsVinyl  replacement windows; metal coils, raincarrying systems; metal  roofing and insulated  roofing  panels; shower, patio and  entrance doors; and awnings 11,621 9,840 20,219 17,440           $157,621 $163,715 $288,834 $305,988        
**10.  Supplemental Condensed Combined Financial Statements:**
OnSeptember 25, 1996, the Company issued Senior Subordinated Notes due 2006(the “Notes”). Euramax International Limited, Euramax European Holdings Limitedand Euramax European Holdings B.V. are co-obligors under the Notes (the“Co-Obligors”).  Euramax International,Inc. has provided a full and unconditional guarantee of the Notes (“ParentGuarantor”).  In addition, AmerimaxHoldings, Inc., Amerimax Fabricated Products, Inc., Euramax InternationalHoldings Limited and Euramax Continental Limited, holding company subsidiariesof Euramax, have provided full and unconditional guarantees of the Notes (collectively,the “Guarantor Subsidiaries”).  Thefollowing supplemental condensed combining financial statements as of June 29,2001 and December 29, 2000, and for the quarters and six months ended June 29,2001 and June 30, 2000, reflect the financial position, results of operations,and cash flows of each of the Parent Guarantor, the Co-Obligors, and suchcombined information of the Guarantor Subsidiaries and the non-guarantorsubsidiaries, principally the operating subsidiaries, (collectively, the"Non-Guarantor Subsidiaries"). The Co-Obligors and Guarantors are wholly–owned subsidiaries ofEuramax and are each jointly, severally, fully, and unconditionally liableunder the Notes. Separate complete financial statements of each Co–Obligorand Guarantor are not presented because management has determined that they arenot material to investors.
 **Quarter ended June 29, 2001**  ****  **Euramax  International,  Inc.********(Parent********Guarantor)** **Euramax  International  Limited  (Co-Obligor)** **Euramax  European  Holdings********Limited  (Co-Obligor)** **Euramax  European  Holdings  B.V.********(Co-Obligor)** **Guarantor  Subsidiaries** **Non-  Guarantor  Subsidiaries** **Eliminations** **Consolidated  Totals**  **** **** **** **** **** **** **** ****  Net sales$— $— $— $— $— $157,621 $— $157,621                    Costs and expenses:                  Cost  of goods sold— — — — — 125,980 — 125,980   Selling  and general281 77 — — (64)15,064 — 15,358   Depreciation  and                  amortization— — — — 89 4,376 — 4,465              (Loss)  earnings from                  Operations(281)(77)— — (25)12,201 — 11,818                    Equity in earnings                 of  subsidiaries3,317 1,362 (270)1,746 6,084 — (12,239)—  Interest expense, net(1,250)(25)(104)(87)(3,305)(1,721)— (6,492) Other (expense) income, net— (14)(11)(47)(627)101 — (598)            Earnings  (loss) before                  income  taxes1,786 1,246 (385)1,612 2,127 10,581 (12,239)4,728  (Benefit) provision for                 income  taxes(664)(25)(28)(40)(1,190)4,225 — 2,278            Net earnings (loss)$2,450 $1,271 $(357)$1,652 $3,317 $6,356 $(12,239)$2,450           
 

 
 **Quarter ended June 30, 2000** **** **Euramax  International,  Inc.********(Parent********Guarantor)** **Euramax********International********Limited********(Co-Obligor)** **Euramax  European********Holdings********Limited  (Co-Obligor)** **Euramax********European********Holdings  B.V.********(Co-Obligor)** **Guarantor********Subsidiaries** **Non-  Guarantor  Subsidiaries** **Eliminations** **Consolidated  Totals**  **** **** **** **** **** **** **** **** Net sales$— $— $— $— $— $163,715 $— $163,715                  Costs and expenses:                 Cost  of goods sold— — — — — 132,076 — 132,076  Selling  and general907 219 — — 69 12,730 — 13,925  Depreciation  and                 amortization— — — — 91 4,210 — 4,301            (Loss)  earnings from                 operations(907)(219)— — (160)14,699 — 13,413                  Equity in earnings of                subsidiaries4,397 1,880 463 2,505 5,415 — (14,660)— Interest expense, net(375)(26)(103)(140)(725)(5,391)— (6,760)Other (expense) income, net— (9)(1,296)(59)(131)957 — (538)          Earnings  (loss) before                 income  taxes3,115 1,626 (936)2,306 4,399 10,265 (14,660)6,115 (Benefit) provision for                income  taxes(319)(46)(413)(62)3 3,516 — 2,679          Net earnings (loss)$3,434 $1,672 $(523)$2,368 $4,396 $6,749 $(14,660)$3,436          
 

 
 **Six months ended June 29, 2001** **** **Euramax********International,********Inc.  (Parent********Guarantor)** **Euramax********International********Limited  (Co-Obligor)** **Euramax********European  Holdings********Limited  (Co-Obligor)** **Euramax********European  Holdings  B.V.********(Co-Obligor)** **Guarantor  Subsidiaries** **Non-********Guarantor  Subsidiaries** **Eliminations** **Consolidated********Totals**          Net sales$ — $ — $ — $ — $ — $288,834 $ — $288,834                  Costs and expenses:                 Cost  of goods sold —  —  —  —  — 234,173  — 234,173  Selling  and general882 135  —  — (443)28,647  — 29,221  Depreciation  and                 amortization —  —  —  — 181 8,696  — 8,877            (Loss)  earnings from                 operations(882)(135) —  — 262 17,318  — 16,563                  Equity in earnings                of  subsidiaries2,431 3,680 649 4,361 8,029  — (19,150) — Interest expense, net(2,501)(50)(155)(169)(6,869)(3,308) — (13,052)Other income (expense), net8 32 (1,523)(299)(2,381)1,345  — (2,818)          (Loss)  earnings before                 income  taxes(944)3,527 (1,029)3,893 (959)15,355 (19,150)693 (Benefit) provision for                income  taxes(1,316)(26)(490)(148)(3,390)5,691  — 321          Net earnings (loss)$372 $3,553 $(539)$4,041 $2,431 $9,664 $(19,150)$372          
 

 
 **Six months ended June 30, 2000** **** **Euramax********International,********Inc.  (Parent********Guarantor)** **Euramax********International********Limited  (Co-Obligor)** **Euramax********European  Holdings********Limited  (Co-Obligor)** **Euramax********European  Holdings  B.V.********(Co-Obligor)** **Guarantor  Subsidiaries** **Non-********Guarantor  Subsidiaries** **Eliminations** **Consolidated********Totals**          Net sales$ — $ — $ — $ — $ — $305,988 $ — $305,988                  Costs and expenses:                 Cost  of goods sold —  —  —  —  — 248,903  — 248,903  Selling  and general1,706 241  —  — 309 25,448  — 27,704  Depreciation  and                 amortization —  —  —  — 181 7,878  — 8,059           (Loss)  earnings from                 operations(1,706)(241) —  — (490)23,759  — 21,322                  Equity in earnings of                subsidiaries6,464 4,568 1,306 6,003 7,264  — (25,605) — Interest expense, net(751)(50)(200)(175)(113)(10,909) — (12,198)Other (expense) income, net — (9)(1,729)(2,107)(44)3,238  — (651)          Earnings  (loss) before                 income  taxes4,007 4,268 (623)3,721 6,617 16,088 (25,605)8,473 (Benefit) provision for                income  taxes(777)(55)(565)(783)154 5,713  — 3,687          Net earnings (loss)$4,784 $4,323 $(58)$4,504 $6,463 $10,375 $(25,605)$4,786          
 

 
 **As of June 29, 2001** **** **Euramax********International,********Inc.  (Parent********Guarantor)** **Euramax********International********Limited  (Co-Obligor)** **Euramax********European  Holdings********Limited  (Co-Obligor)** **Euramax********European  Holdings  B.V.********(Co-Obligor)** **Guarantor  Subsidiaries** **Non-********Guarantor  Subsidiaries** **Eliminations** **Consolidated********Totals**  **** **** **** **** **** **** **** ****  **ASSETS**Current assets:                 Cash  and equivalents$ — $ — $ — $127 $ — $7,361 $ — $7,488  Accounts  receivable, net1 29  —  —  — 94,519  — 94,549  Inventories —  —  —  —  — 69,259  — 69,259  Other  current assets26  —  —  — 442 3,357  — 3,825           Total  current assets27 29  — 127 442 174,496  — 175,121 Property, plant and equipment, net —  —  —  — 70 110,042  — 110,112 Amounts due from affiliates95,665 77,897 45,222 6,283 138,306 168,334 (531,707) — Goodwill, net —  —  —  — 7,941 100,955  — 108,896 Investment in consolidated subsidiaries120,069 24,493 (10,116)25,215 331,286  — (490,947) — Deferred income taxes — 169  —  — 13 5,445  — 5,627 Other assets — 1,763 433 432 902 4,511  — 8,041           $215,761 $104,351 $35,539 $32,057 $478,960 $563,783 $(1,022,654)$407,797           **LIABILITIES AND SHAREHOLDERS’ EQUITY**Current liabilities:                 Cash  overdrafts$ — $ — $ — $ — $(1,008)$3,641 $ — $2,633  Accounts  payable —  —  —  — 65 64,776  — 64,841  Accrued  expenses and other current liabilities(346)351 (1,676)104 (3,159)27,883  — 23,157  Current  maturities of long-term debt —  —  —  — 12,735 31,991  — 44,726           Total  current liabilities(346)351 (1,676)104 8,633 128,291  — 135,357 Long-term debt, less current maturities37,216 70,605 27,179  — 43,358 5,042  — 183,400 Amounts due to affiliates119,727 15,389 15,436 3,453 303,116 74,586 (531,707) — Deferred income taxes(2,432) —  —  — (75)17,738  — 15,231 Other liabilities —  —  —  — 3,859 9,848  — 13,707           Total  liabilities154,165 86,345 40,939 3,557 358,891 235,505 (531,707)347,695          Shareholders’equity:                 Common  stock500 2 78 23 35,001 6,835 (41,939)500  Additional  paid -in capital65,218 20,726 6,922 9,077 149,085 353,403 (551,211)53,220  Treasury  stock(1,581) —  —  —  —  —  — (1,581) Retained  earnings (deficit)3,437 7,024 (11,083)26,579 (57,858)(22,540)74,665 20,224  Dividends  declared —  —  —  —  — (324)324  —  Accumulated other comprehensive loss(5,978)(9,746)(1,317)(7,179)(6,159)(9,096)27,214 (12,261)         Total shareholders’ equity61,596 18,006 (5,400)28,500 120,069 328,278 (490,947)60,102           $215,761 $104,351 $35,539 $32,057 $478,960 $563,783 $(1,022,654)$407,797          
 

 
 **As of December 29, 2000**  ****  **Euramax********International,********Inc.  (Parent********Guarantor)** **Euramax********International********Limited  (Co-Obligor)** **Euramax********European  Holdings********Limited  (Co-Obligor)** **Euramax********European  Holdings  B.V.********(Co-Obligor)** **Guarantor  Subsidiaries** **Non-********Guarantor  Subsidiaries** **Eliminations** **Consolidated********Totals**  **** **** **** **** **** **** **** ****  **ASSETS** Current assets:                 Cash  and equivalents$— $— $— $— $27 $8,107 $— $8,134  Accounts  receivable, net1 31 — — 63 73,626 — 73,721  Inventories— — — — — 81,215 — 81,215  Other  current assets126 — — — 1,271 3,424 — 4,821           Total  current assets127 31 — — 1,361 166,372 — 167,891 Property, plant and equipment,  net— — — — 109 119,109 — 119,218 Amounts due from affiliates99,126 77,700 46,240 11,522 333,649 150,246 (718,483)— Goodwill, net— — — — 8,083 105,241 — 113,324 Investment in consolidated subsidiaries121,120 23,411 (11,534)23,711 130,061 — (286,769)— Deferred income taxes— 169 — — 13 5,433 — 5,615 Other assets— 1,931 499 524 1,119 2,938 — 7,011           $220,373 $103,242 $35,205 $35,757 $474,395 $549,339 $(1,005,252) $413,059           **LIABILITIES AND SHAREHOLDERS’ EQUITY**** **Current liabilities:                 Cash  overdrafts$— $— $— $— $(186)$1,895 $— $1,709  Accounts  payable— — — — 148 57,827 — 57,975  Accrued  expenses and other current liabilities790 417 (1,268)1,079 505 25,123 — 26,646  Current  maturities of long-term debt— — — — 551 1,696 — 2,247           Total  current liabilities790 417 (1,268)1,079 1,018 86,541 — 88,577 Long-term debt, less current maturities37,216 70,605 27,179 — 65,517 32,764 — 233,281 Amounts due to affiliates120,090 15,168 14,634 7,343 285,305 275,943 (718,483)— Deferred income taxes(2,430)— — — 490 18,892 — 16,952 Other liabilities— — — — 945 9,523 — 10,468           Total  liabilities155,666 86,190 40,545 8,422 353,275 423,663 (718,483)349,278          Shareholders’equity:                 Common  stock500 2 78 23 35,001 6,835 (41,939)500  Additional  paid-in capital65,218 20,726 6,922 9,077 149,085 157,574 (355,382)53,220  Treasury  stock(1,581)— — — — — — (1,581) Retained  earnings (deficit)3,065 3,471 (10,544)22,538 (60,289)(25,719)87,330 19,852  Dividends  declared— — — — — (6,485)6,485 —  Accumulated  other comprehensive loss(2,495)(7,147)(1,796)(4,303)(2,677)(6,529)16,737 (8,210)         Total shareholders’ equity64,707 17,052 (5,340)27,335 121,120 125,676 (286,769)63,781           $220,373 $103,242 $35,205 $35,757 $474,395 $549,339 $(1,005,252)$413,059          
 

 
 **Six months ended June 29, 2001**  ****  **Euramax********International,********Inc.  (Parent********Guarantor)** **Euramax********International********Limited  (Co-Obligor)** **Euramax********European  Holdings********Limited  (Co-Obligor)** **Euramax********European  Holdings  B.V.********(Co-Obligor)** **Guarantor  Subsidiaries** **Non-********Guarantor  Subsidiaries** **Eliminations** **Consolidated********Totals**          Net cash (used in)/provided by operating  activities$(3,098)$(24)$(106)$(573)$(6,556)$16,574 $(324)$5,893          Cash flows from investing activities:                 Proceeds  from sales of assets— — — — — 1,259 — 1,259  Capital  expenditures— — — — — (3,003)— (3,003)          Net  cash used in investing activities— — — — — (1,744)— (1,744)                 Cash flows from financing activities:                 Net  borrowings on revolving credit facility— — — — 1,200 7,513 — 8,713  Repayment  of long-term debt— — — — (11,175)(1,630)— (12,805) Dividends  paid— — — — — (324)324 —  Change  in cash overdrafts— — — — (822)1,746 — 924  Due  to/from affiliates3,098 24 175 995 17,326 (21,618)— —           Net  cash provided by/(used in) financing activities3,098 24 175 995 6,529 (14,313)324 (3,168)                 Effect of exchange rate changes on  cash— — (69)(295)— (1,263)— (1,627)                          Net increase/(decrease) in cash and equivalents— — — 127 (27)(746)— (646)Cash and equivalents at beginning of  period— — — — 27 8,107 — 8,134          Cash and equivalents at end of  period$— $— $— $127 $— $7,361 $— $7,488          
 

 
 **Six months ended June 30, 2000**  ****  **Euramax  International,  Inc.  (Parent********Guarantor)** **Euramax********International  Limited  (Co-Obligor)** **Euramax  European  Holdings  Limited  (Co-Obligor)** **Euramax  European  Holdings  B.V.********(Co-Obligor)** **Guarantor********Subsidiaries** **Non-  Guarantor********Subsidiaries** **Consolidated********Totals**         Net cash (used in)/provided by operating  activities$(2,462)$(1,687)$(154)$3,698 $6,350 $(10,618)$(4,873)                       Cash flows from investing activities:               Purchases  of businesses— — — — — (45,550)(45,550) Proceeds  from sales of assets— — — — — 45 45  Capital  expenditures— — — — (28)(5,203)(5,231)         Net  cash used in investing activities— — — — (28)(50,708)(50,736)               Cash flows from financing activities:               Net  borrowings (repayments) on revolving credit facility— — — — 31,000 (3,911)27,089  Repayment  of long-term debt— — — — (3,233)— (3,233) Proceeds  from long-term debt— — — — 40,000 — 40,000  Purchase  of treasury stock(1,581)— — — — — (1,581) Changes  in cash overdrafts— — — — (392)880 488  Due  to/from affiliates4,043 1,687 183 (3,595)(74,797)72,479 —          Net  cash provided by/(used in) financing activities2,462 1,687 183 (3,595)(7,422)69,448 62,763                Effect of exchange rate changes on cash— — (29)(103)— (626)(758)                       Net (decrease)/increase in cash and equivalents— — — — (1,100)7,496 6,396 Cash and equivalents at beginning of  period— — — — 1,537 11,848 13,385         Cash and equivalents at end of period$— $— $— $— $437 $19,344 $19,781         
 

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

 

**Business Overview**

Thefollowing discussion should be read in conjunction with the CondensedConsolidated Financial Statements included elsewhere in this document, as wellas the year-end Consolidated Financial Statements and Management’s Discussionand Analysis included in the Company’s Annual Report on Form 10-K for the yearended December 29, 2000.

TheCompany is an international producer of value-added aluminum, steel, vinyl andfiberglass fabricated products, with facilities strategically located in theUnited Kingdom (“U.K.”), The Netherlands, France, and all major regions of thecontinental United States (“U.S.”). Euramax’s core products include specialtycoated coils, aluminum recreational vehicle (“RV”) sidewalls, RV doors, farmand agricultural panels, roofing accessories, metal and vinyl raincarryingsystems, soffit and fascia systems, and vinyl replacement windows.  The Company’s customers include originalequipment manufacturers (“OEMs”) such as RV, commercial panel andtransportation industry manufacturers; rural contractors; home centers;manufactured housing producers; distributors; industrial and architecturalcontractors; and home improvement contractors.

Financialresults for the six months ended June 29, 2001, compared to the same period of2000, reflect continued soft demand in the U.S. RV and manufactured housingmarkets, generally attributable to the U.S. economic environment.  Additionally, in Europe, demand for paintedaluminum and steel coil from industrial consumers softened during the secondquarter of 2001. Results also reflect weak European currencies relative to theU.S. Dollar.  Strong demand from thehome center industry for raincarrying systems and accessory products during thesecond quarter, together with the Gutter World and Global Acquisition whichtook place in April 2000 (see Note 2 to the Condensed Consolidated FinancialStatements), partially offset these weaknesses.  These conditions contributed to reduce operating earnings for thesix months ended June 29, 2001 to $16.6 million, from $21.3 million in the sixmonths ended June 30, 2000. Approximately $824.5 thousand of this $4.7 million decrease wasattributable to weakening European currencies relative to the U.S Dollar.

**Resultsof Operations**

**QuarterEnded June 29, 2001 as Compared to Quarter Ended June 30, 2000**

The following table sets forth the Company’s Statementsof Earnings Data expressed as a percentage of net sales:

 
 **Quarters ended**  ****  **June 29,** **June 30,**  **2001** **2000**  **** **** **Statements of Earnings  Data:**    Net sales100.0%100.0%Costs and expenses:     Cost  of goods sold79.9 80.7  Selling  and general9.8 8.5  Depreciation  and amortization2.8 2.6     Earnings  from operations7.5 8.2 Interest expense, net(4.1)(4.1)Other expense, net(0.4)(0.3)    Earnings  before income taxes3.0 3.8 Provision for income taxes1.4 1.6     Net  earnings1.6 %2.2%   
 

 
 **Net Sales** **Earnings from Operations**  **Quarters ended** **Quarters ended**  **** ****  **June 29,** **June 30,** **Increase/** **June 29,** **June 30,** **Increase/** *In thousands***2001** **2000** **(decrease)** **2001** **2000** **(decrease)**        United States$109,826 $110,507 (0.6)%$7,814 $8,075 (3.2)%Europe47,795 53,208 (10.2)%4,004 5,338 (25.0)%          Totals$157,621 $163,715 (3.7)%$11,818 $13,413 (11.9)%         
 

 

*Net Sales. *Net sales decreased 3.7%to $157.6 million for the quarter ended June 29, 2001, from $163.7 million forthe quarter ended June 30, 2000.  Theslight net sales decline in the U.S. was principally due to lower net sales ofaluminum and laminated fiberglass wall products to the U.S. RV market, inaddition to lower net sales of steel and aluminum roofing and siding,particularly to the manufactured housing market.  These decreases were substantially offset by an increase indemand for raincarrying systems and accessory products from the home centerindustry, along with an increase in vinyl window sales to home improvementcontractors.  The Company’s U.S. subsidiariesare included in the U.S. Fabrication Segment (see Note 9 to the CondensedConsolidated Financial Statements).

Excludinga decline in reported net sales of approximately $3.5 million due to theweakening of foreign exchange rates relative to the U.S. Dollar, second quarternet sales in Europe decreased by approximately 3.7% over the same period in2000.  This decrease included decreasesin net sales in the European Roll Coating segment and European Fabricationsegment of 4.7% and 1.2%, respectively (see Note 9 to the CondensedConsolidated Financial Statements). Sales in the European Roll Coating segment declined primarily fromsoftening demand from industrial consumers for painted aluminum and steel soldfrom the United Kingdom and the Netherlands. Sales in the European Fabrication segment declined primarily fromreduced volume from RV manufacturers for fabricated doors, windows and wallpanels sold from the United Kingdom and France.

*Cost of goods sold. *Cost of goods sold, as apercentage of net sales, decreased to 79.9% for the quarter ended June 29,2001, from 80.7% for the quarter ended June 30, 2000.  This decrease is primarily attributable to lower raw materialcosts and lower labor costs.
**Selling and general. *Selling and generalexpenses, as a percentage of net sales, increased to 9.8% for the quarter endedJune 29, 2001, from 8.5% for the quarter ended June 30, 2000.  This increase is primarily attributable toincreases in advertising, product warranty and employee benefit costs, togetherwith lower net sales.

*Depreciation andamortization. *Depreciation andamortization, as a percentage of net sales, was 2.8% for the quarter ended June29, 2001, compared to 2.6% for the quarter ended June 30, 2000.  The increase in depreciation and amortizationis primarily the result of business acquisitions and the reduction in netsales.

*Earnings from operations. *Asnoted above, earnings from operations in the U.S. declined to $7.8 million forthe quarter ended June 29, 2001, from $8.1 million for the quarter ended June29, 2000, and earnings from operations in Europe decreased to $4.0 million forthe quarter ended June 29, 2001, from $5.3 million for the quarter ended June30, 2000. The decrease in earnings from operations in the U.S. is largely attributableto the impact the slow down in the U.S. economy had on sales to the RV industryand the manufactured housing industry. Cost cutting efforts were not able to offset the declines in salesvolume to these industries.  Thedecrease in earnings from operations in Europe is attributable to a decline insales volume from industrial consumers of painted aluminum and steel sold fromthe United Kingdom and the Netherlands. Lower European earnings were also dueto competitive pricing pressure in the United Kingdom where the strength of theBritish pound has limited export opportunities to continental Europe.  Additionally, the weakening of Europeancurrencies relative to the U.S. Dollar reduced reported operating earnings by$330.2 thousand compared to the second quarter of 2000.

*Interest expense, net.*  Net interest expense, decreased to $6.5million for the quarter ended June 29, 2001, from $6.8 million for the quarterended June 30, 2000. The decrease in interest expense is primarily due to areduction in the amount of outstanding long-term debt.

*Otherexpenses, net.* Other expenses increased to $598.4 thousandfor the quarter ended June 29, 2001, from $538.8 thousand for the quarter endedJune 30, 2000.  The increase in otherexpenses is primarily the result of the change in fair value of the Company’sderivative instruments that are not designated as hedges under SFAS 133 (seeNote 3 to the Condensed Consolidated Financial Statements).  SFAS 133 was adopted by the Companyeffective December 30, 2000.

*Benefit for income taxes.* The income tax provision for the period isbased on the effective tax rate expected to be applicable for the fullyear.  The effective rate for theprovision for income taxes increased to 48.2% from 43.8% for the quarters endedJune 29, 2001 and June 30, 2000, respectively. The increase in the effective rate is primarily due to valuationallowances provided for U.S. state net operating losses.

 

**SixMonths Ended June 29, 2001 as Compared to Six Months Ended June 30, 2000**

Thefollowing table sets forth the Company’s Statement of Earnings Data expressedas a percentage of net sales:

 
 **Six months ended**  ****  **June 29,** **June 30,**  **2001** **2000** **Statements of Earnings  Data:**  Net sales100.0 %100.0%Costs and expenses:     Cost  of goods sold81.1 81.3  Selling  and general10.1 9.1  Depreciation  and amortization3.1 2.6      Earnings  from operations5.7 7.0 Interest expense, net(4.5)(4.0)Other expense, net(1.0)(0.2)    Earnings  before income taxes0.2 2.8 Provision for income taxes0.1 1.2     Net  earnings0.1 %1.6%    
 

 
 **Net Sales** **Earnings from Operations**  **Six months ended** **Six months ended**  **** ****  **June 29,** **June 30,** **Increase/** **June 29,** **June 30,** **Increase/** *In thousands***2001** **2000** **(decrease)** **2001** **2000** **(decrease)**        United States$187,186 $195,569 (4.3)%$6,564 $9,536 (31.2)%Europe101,648 110,419 (7.9)%9,999 11,786 (15.2)%          Totals$288,834 $305,988 (5.6)%$16,563 $21,322 (22.3)%         
 

*Net Sales. *Net sales decreased 5.6%to $288.8 million for the six months ended June 29, 2001, from $306.0 millionfor the six months ended June 30, 2000. Sales in the U.S. declined principally due to lower net sales ofaluminum and laminated fiberglass wall products to the U.S. RV market, inaddition to lower net sales of steel and aluminum roofing and siding to themanufactured housing and rural contractor markets.  These decreases were partially offset by an increase in homecenter sales, an increase in vinyl window sales to home improvement contractorsand as a result of the Gutter World, Inc. and Global Expanded Metals, Inc.acquisitions in the second quarter of 2000 (see Note 2 to the CondensedConsolidated Financial Statements).  TheCompany’s U.S. subsidiaries are included in the U.S. Fabrication Segment (seeNote 9 to the Condensed Consolidated Financial Statements).

Excludinga decline in reported net sales of approximately $7.9 million due to theweakening of foreign exchange rates relative to the U.S. Dollar, net sales inEurope decreased by approximately 0.8% for the six months ended June 29, 2001,compared to the same period in 2000. This decrease included a decrease in net sales in the European RollCoating segment of 1.3% and an increase in net sales in the EuropeanFabrication segment of 0.3% (see Note 9 to the Condensed Consolidated FinancialStatements).  Sales in the European RollCoating segment declined primarily from softening demand from industrialconsumers for painted aluminum and steel from the United Kingdom.

*Cost of goods sold. *Cost of goods sold, as apercentage of net sales, decreased to 81.1% for the six months ended June 29,2001, from 81.3% for the six months ended June 30, 2000.  This decrease is primarily attributable tolower raw material costs and lower labor costs.

*Selling and general. *Selling and generalexpenses, as a percentage of net sales, increased to 10.1% for the six monthsended June 29, 2001, from 9.1% for the six months ended June 30, 2000. Thisincrease is primarily attributable to an increase in advertising, productwarranty and employee benefit costs, together with lower net sales.

*Depreciation andamortization. *Depreciation andamortization, as a percentage of net sales, was 3.1% for the six months endedJune 29, 2001, compared to 2.6% for the six months ended June 30, 2000.  This increase in depreciation andamortization is primarily the result of business acquisitions and the reductionin net sales.

*Earnings from operations. *Asnoted above, earnings from operations in the U.S. declined to $6.6 million forthe six months ended June 29, 2001, from $9.5 million for the six months endedJune 29, 2000, and earnings from operations in Europe decreased to $10.0million for the six months ended June 29, 2001, from $11.8 million for the sixmonths ended June 30, 2000.  Thedecrease in earnings from operations in the U.S. is largely attributable to theimpact the slow down in the U.S. economy had on sales to the RV, manufacturedhousing and rural contractor industries. Cost cutting efforts were not able to offset the declines in salesvolume to these industries.  Thedecrease in earnings from operations in Europe is partially attributable to theweakening of European currencies relative to the U.S. Dollar, which reducedreported operating earnings by $824.5 thousand compared to same period in2000.  Additionally, lower Europeanearnings resulted from competitive pricing pressure in the United Kingdom andan increase in selling and general expenses.

*Interest expense, net.*  Net interest expense, increased to $13.1million for the six months ended June 29, 2001, from $12.2 million for the sixmonths ended June 30, 2000.  Theincrease in interest expense is primarily due to additional borrowings in April2000 relating to the Gutter World and Global Acquisition.

*Otherexpenses, net.* Other expenses increased to $2.8 million forthe six months ended June 29, 2001, from $651.5 thousand for the six monthsended June 30, 2000.  The increase inother expenses is primarily the result of the change in fair value of theCompany’s derivative instruments that are not designated as hedges under SFAS133 (see Note 3 to the Condensed Consolidated Financial Statements).  SFAS 133 was adopted by the Companyeffective December 30, 2000.

*Benefitfor income taxes.* The income tax provision for the period isbased on the effective tax rate expected to be applicable for the fullyear.  The effective rate for the provisionfor income taxes increased to 46.3% from 43.5% for the six months ended June29, 2001 and June 30, 2000, respectively. The increase in the effective rate is primarily due to valuationallowances provided for U.S. state net operating losses.

**Liquidityand Capital Resources**

*Liquidity*.  The Company’s primary liquidity needs arisefrom debt service incurred in connection with acquisitions and the funding ofcapital expenditures.  The Company’sliquidity sources at June 29, 2001 included $56.0 million fully available underits revolving credit facility and $7.5 million in cash.  EffectiveMarch 19, 2001, the Company amended its Credit Agreement to, among other items,lower the minimum EBITDA requirement and the interest coverage ratio and raisethe total leverage ratio.  The Companyanticipates that these changes will provide flexibility sufficient to preventan event of default during 2001 resulting from a breach of restrictivecovenants, although no assurance to that effect can be given.

Borrowings under the Company’s revolving credit facilitybecome due on June 30, 2002, at which date the facility expires.  Accordingly, amounts outstanding on therevolving credit facility are classified within current maturities of long-termdebt as of June 29, 2001.  The Companyintends to refinance borrowings under the revolving credit facility prior toits maturity.  The Company’s managementbelieves that it will be able to effect this refinancing based upon currentexpectations for operating performance and future liquidity needs, although noassurance to that affect can be given.

TheCompany’s leveraged financial position requires that a substantial portion ofthe Company’s cash flow from operations be used to pay interest on the Notes,principal and interest under the Company’s Credit Agreement and otherindebtedness.  Significant increases inthe floating interest rates on the Term Loans and Revolving Credit Facilitywould result in increased debt service requirements, which may reduce the fundsavailable for capital expenditures and other operational needs.  In addition, the Company’s leveragedposition may impede its ability to obtain financing in the future for workingcapital, capital expenditures and general corporate purposes.  Further, the Company’s leveraged positionmay make it more vulnerable to economic downturns, may limit its ability towithstand competitive pressures, and may limit its ability to comply withrestrictive financial covenants required under its Credit Agreement.

TheCompany’s primary source of liquidity is funds generated from operations, whichare supplemented by borrowings under the Credit Agreement.  Net cash provided by (used in) operatingactivities for the six months ended June 29, 2001 and June 30, 2000, were $5.9million and $(4.9) million, respectively. The increase in cash provided byoperating activities for the six months ended June 29, 2001, compared to thesix months ended June 30, 2000, is primarily related to a reduction ininventory levels resulting from a focused effort to reduce working capitallevels.

Netcash used in investing activities decreased to $1.7 million for the six monthsended June 29, 2001, from $50.7 million for the six months ended June 30,2000.  This decrease is primarily aresult of the Gutter World and Global Acquisition which occurred in April 2000.

Netcash (used in) provided by financing activities decreased to $(3.2) million forthe six months ended June 29, 2001, from $62.8 million for the six months endedJune 29, 2000, primarily due to borrowings under the Credit Agreement whichoccurred in April 2000 related to the Gutter World and Global Acquisition.  Additionally, the decrease in net cash (usedin) provided by financing activities resulted from reduced borrowings under theCredit Agreement as a result of lower working capital needs in the six monthsended June 29, 2001, compared to the six months ended June 30, 2000.

Theabove-noted sources are expected to provide the liquidity required, ifnecessary, to supplement cash from operations, although no assurance to thateffect can be given.

*Capital Expenditures.*  The Company’s capital expenditures were $3.0million and $5.2 million for the six months ended June 29, 2001 and June 30,2000, respectively. Capital expenditures in 2001 include approximately $505.2thousand for improvements to the paintlines in Helena, Arkansas; Corby,England; and Roermond, The Netherlands; and approximately $1.5 million forseveral projects related to business expansion.  Capital expenditures in 2000 included approximately $2.2 millionfor several projects related to business expansion and cost reductionactivities, and approximately $758.0 thousand for improvements to thepaintlines in Helena, Arkansas; Roermond, the Netherlands; and Corby, England.  The balance of capital expenditures in bothperiods related to purchases and upgrades of fabricating equipment,transportation and material moving equipment, and information systems.

TheCompany has made and will continue to make capital expenditures to comply withEnvironmental Laws.  The Companyestimates that its environmental capital expenditures for 2001 will approximate$150.0 thousand.

*WorkingCapital Management.*  Working capital was $39.8 million as of June29, 2001, compared to $79.3 million as of December 29, 2000. The decrease inworking capital is largely attributable to the classification of the Company’srevolving credit facility within current maturities of long-term debt as ofJune 29, 2001. The revolving credit facility was classified as long-term debtas of December 29, 2000.  Additionally,inventories have declined $12.0 million from December 29, 2000 to June 29,2001, resulting from a focused effort to reduce working capital levels.  Partially offsetting these reductions inworking capital was a seasonal increase in trade accounts receivable.

**Environmental Matters**

TheCompany’s exposure to environmental matters has not changed significantly fromthe year ended December 29, 2000.  Fordetailed information regarding environmental matters, see “Management’sDiscussion and Analysis – Risk Management” set forth in the Company’s AnnualReport on Form 10-K for the year ended December 29, 2000.

**Note Regarding Forward-LookingStatements:**  The Management’s Discussion and Analysis andother sections of this Form 10-Q may contain forward-looking statements thatare based on current expectations, estimates and projections about theindustries in which the Company operates, and management’s beliefs andassumptions.  Such forward-looking statementsinclude terminology such as “expects,” “anticipates,” “intends,” “plans,”“believes,” “estimates,” or variations of such words and similar expressionsregarding beliefs, plans, expectations or intentions regarding the future.  Forward-looking statements in this reportinclude, but are not limited to: (1) statements regarding the Company's beliefthat borrowings under the revolving credit facility will be refinanced prior toits maturity; (2) statements regarding the Company anticipating the amendmentto the Credit Agreement dated March 19, 2000, provides flexibility sufficientto prevent an event of default during 2001 resulting from a breach ofrestrective covenants; and (3).statements regarding the Company’s expectationthat its sources of liquidity will provide the liquidity required, ifnecessary, to supplement lower cash flow from operations.  These forward-looking statements are basedon a number of assumptions that could ultimately prove inaccurate, and,therefore, there can be no assurance that they will prove to be accurate.  All such forward-looking statements aresubject to the safe harbor created by the Private Securities Litigation ReformAct of 1995.  Important factors thatcould cause future financial performance to differ materially and significantlyfrom past results and from those expressed or implied in this document include,without limitation, the risks of acquisition of businesses (including limitedknowledge of the businesses acquired and misrepresentations by sellers),changes in business strategy or development plans, the cyclical demand for theCompany’s products, the supply and/or price of aluminum and other rawmaterials, currency exchange rate fluctuations, environmental regulations,availability of financing, competition, reliance on key management personnel,ability to manage growth, loss of customers, and a variety of otherfactors.  For further information onthese and other risks, see the “Risk Factors” section of Item 1 of theCompany’s Annual Report on Form 10-K for the year ended December 29, 2000, aswell as the Company’s other filings with the Securities and ExchangeCommission.  The Company assumes noobligation to update publicly its forward-looking statements, whether as aresult of new information, future events or otherwise.

**Item 3.  Quantitative and Qualitative Disclosuresabout Market Risk**

Thefollowing discussion about the Company’s risk-management activities includesforward-looking statements that involve risk and uncertainties.  Actual results could differ materially fromthose projected in the forward-looking statement.  See “Note Regarding Forward Looking Statements” for additionalinformation regarding the Private Securities Litigation Reform Act.  The Company’s management of market risk fromchanges in interest rates, exchange rates and commodity prices has not changedfrom the year ended December 29, 2000. For detailed information regarding the Company’s risk management, see“Management’s Discussion and Analysis – Risk Management” and "Item 7A. Quantitativeand Qualitative Disclosures about Market Risk” set forth in the Company’sAnnual Report on Form 10-K for the year ended December 29, 2000.

**InterestRate Risk**

This analysis presents the hypothetical loss in fairvalue and increase in interest expense of those financial instruments andderivative instruments held by the Company at June 29, 2001, which aresensitive to changes in interest rates. All other factors remaining unchanged, a hypothetical 10 percentincrease in interest rates would decrease the fair value of the Company’sfixed-rate, long-term debt outstanding at June 29, 2001, by approximately $6.2million, based upon the use of a discounted cash flow model, as compared to ahypothetical decrease in fair value of approximately $6.7 million at December29, 2000.

A hypothetical 10 percent increase in interest rates forone year on the Company’s variable rate financial instruments and derivativeinstruments would increase interest expense by approximately $800.8 thousand ascalculated at June 29, 2001, compared to a hypothetical increase in interestexpense of approximately $919.0 thousand as calculated at December 29, 2000.

**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 the Company at June29, 2001, which are sensitive to changes in foreign currency exchangerisks.  A hypothetical 10 percentdecrease in foreign currency exchange rates would increase the Company’sforeign exchange loss by approximately $935.0 thousand for those financialinstruments and derivative instruments affected by foreign currency exchangefluctuations, as compared to a hypothetical increase in foreign exchange lossof approximately $844.2 thousand for the year ended December 29, 2000.

All other factors remaining unchanged, a hypothetical 10percent increase in foreign currency exchange rates for one year would increaseinterest expense by approximately $498.7 thousand as calculated at June 29,2001, for those financial instruments and derivative instruments affected byforeign currency exchange fluctuations, as compared to a hypothetical increasein interest expense of approximately $497.3 thousand as calculated at December29, 2000.

**Part II- Other Information**

**Item 6.  Exhibits and Reports on Form 8-K**

(a)(1)    Thefollowing consolidated financial statements of Euramax International, Inc. andits subsidiaries are included in Part I, Item 1.

             CondensedConsolidated Statements of Operations for the quarters and six months endedJune 29, 2001 and June 30, 2000

             CondensedConsolidated Balance Sheets at June 29, 2001 and December 29, 2000

             Condensed Consolidated Statementsof Cash Flows for the six months ended June 29, 2001 and June 30, 2000

             Notesto Condensed Consolidated Financial Statements

(b)        The Company filed no reports on Form 8-Kduring the three months ended June 29, 2001.

(c)         Exhibits:
2.1**Purchase  Agreement dated as of April 28, 1997, among the Company and Genstar Capital  Corporation (“GCC”), Ontario Teachers’ Pension Plan Board and the Management  Stockholders of Gentek Holdings, Inc. (“Holdings”) as sellers GCC as sellers’  representative; Holdings and Gentek Building Products, Inc. (“GBPI”).  (Incorporated by reference to Exhibit 2.1  of the Registrant’s Form 8-K filed August 1, 1997).2.2******Proposals for the acquisition of the entire issued  share capital of Euramax International Limited by Euramax International, Inc.  to be effected by means of a Scheme Arrangement under Section 425 of the  Companies Act 19852.3********Purchase Agreement dated as of March 10, 2000, by and  between Amerimax Home Products, Inc., Gutter World, Inc. and Global Expanded  Metals, Inc., and all of the stockholders of Gutter World, Inc. and Global  Expanded Metals, Inc.3.1*Articles of Association of Euramax International plc3.2*Memorandum and Articles of Association of Euramax  European Holdings plc3.3*Articles of Association of Euramax International B.V.3.4*Articles of Incorporation of Amerimax Holdings, Inc.3.5*Bylaws of Amerimax Holdings, Inc.4.3*Indenture, dated as of September 25, 1996, by and among  Euramax International plc, Euramax European Holdings plc, Euramax European  Holdings B.V., Amerimax Holdings, Inc. and the Chase Manhattan Bank, as  Trustee.4.4*Deposit Agreement, dated as of September 25, 1996, by  and among Euramax International plc, Euramax European Holdings plc, Euramax  European Holdings B.V., and The Chase Manhattan Bank, as book–entry  depositary4.5*Registration Rights Agreement, dated as of September  25, 1996, by and among Euramax International plc, Euramax European Holdings  plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan  Securities Inc. and Goldman Sachs & Co.4.6*Purchase Agreement dated as of September 18, 1996, by  and among Euramax International Ltd., Euramax European Holdings Ltd., Euramax  European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities  Inc. and Goldman Sachs & Co.4.7*******Supplemental Indenture, dated as of November 18, 1999,  among Euramax International Limited, Euramax European Holdings plc, Euramax  European Holdings, B.V., as Issuers, Amerimax Holdings, Inc., as Guarantor,  and The Chase Manhattan Bank, as Trustee 4.8*******Amended and Restated Supplemental Indenture, dated as  of December 14, 1999, among Euramax International Limited, Euramax European  Holdings plc, Euramax European Holdings, B.V., as Issuers, Amerimax Holdings,  Inc., as Guarantor, and The Chase Manhattan Bank, as Trustee10.1*Purchase Agreement, dated as of June 24, 1996, by and  between Euramax International Ltd. and Alumax Inc.10.2*Executive  Employment Agreement, dated as of September 25, 1996, by and between J. David  Smith and Euramax International plc10.5*Domestic Security Agreement, dated as of September 25,  1996, by Amerimax Holdings, Inc. in favor of Banque Paribas, as agent10.6*Domestic Security Agreement, dated as of September 25,  1996, by Amerimax Fabricated Products, Inc. in favor of Banque Paribas, as  agent10.7*Domestic Security Agreement, dated as of September 25,  1996, by Amerimax Home Products, Inc. in favor of Banque Paribas, as agent10.8*Domestic Security Agreement, dated as of September 25,  1996, by Amerimax Building Products, Inc. in favor of Banque Paribas, as  agent10.9*Domestic Security Agreement, dated as of September 25,  1996, by Amerimax Coated Products, Inc. in favor of Banque Paribas, as agent10.10*Domestic Security Agreement, dated as of September 25,  1996, by Johnson Door Products, Inc. in favor of Banque Paribas, as agent10.11*Domestic Security Agreement, dated as of September 25,  1996, by Amerimax Specialty  Products,  Inc. in favor of Banque Paribas, as agent10.12*Domestic Subsidiary Guaranty, dated as of September 25,  1996, by each of Amerimax Home Products, Inc., Amerimax Specialty Products,  Inc., Amerimax Building Products, Inc., Amerimax Coated Products and Johnson  Door Products, Inc. in favor of the Guarantied Parties referred to therein10.13*U.S. Holdings Guaranty, dated as of September 25, 1996,  by Amerimax Holdings, Inc. in favor of the Guaranteed Parties referred to  therein10.14*U.S. Holdings Pledge Agreement, dated as of September  25, 1996, by Amerimax Holdings, Inc., to Banque Paribas, as Agent10.15*U.S. Operating Co. Guaranty, dated as of September 25,  1996, by Amerimax Fabricated Products, Inc. in favor of the Guarantied  Parties referred to therein10.16*U.S. Operating Co. Pledge Agreement dated as of  September 25, 1996, by Amerimax Fabricated Products, Inc. to Banque Paribas,  as Agent10.17*Euramax Assignment Agreement, dated as of September 25,  1996, by Euramax International plc in favor of Banque Paribas, as Agent10.18*Euramax Pledge Agreement, dated as of September 25,  1996, by Euramax International plc to Banque Paribas, as Agent10.19*Building Products Pledge Agreement, dated as of  September 25, 1996, by Amerimax Building Products, Inc. to Banque Paribas, as  Agent10.20*Dutch Holdings Guaranty, dated as of September 25,  1996, by Euramax European Holdings B.V. in favor of the Guarantied Parties  referred to therein10.21*Dutch Company Guaranty, dated as of September 25, 1996,  by Euramax Netherlands B.V., in favor of the Guarantied Parties referred to  therein10.22*Dutch Operating Co. Guaranty, dated as of September 25,  1996, by Euramax Europe B.V., in favor of the Guarantied Parties referred to  therein10.23*Dutch  Subsidiary Guaranty, dated as of September 25, 1996, by Euramax Coated  Products B.V., in favor of the Guarantied Parties referred to therein10.24***Amended and Restated Credit Agreement, dated as of July  16, 1997, by and among Amerimax Fabricated Products, Euramax Holdings  Limited, Euramax Europe B.V., Euramax Netherlands B.V., as Borrowers; Euramax  International plc, Amerimax Holdings, Inc., Euramax European Holdings plc,  Euramax European Holdings B.V., Euramax Europe Limited and certain of their  operating subsidiaries, as other Loan Parties; Banque Paribas, as Agent, as a  Lender and as the Issuer; and the other lenders named therein.  (Incorporated by reference to Exhibit 10.1  of the Registrant’s Form 10-Q for the quarter ended June 28, 1997.)10.25***Amendment to Credit Agreement, dated as of December 18,  1997, by and among Amerimax Fabricated Products, Euramax Holdings Limited,  Euramax Europe B.V., Euramax Netherlands B.V., as Borrowers; Euramax  International plc, Amerimax Holdings, Inc., Euramax European Holdings plc,  Euramax European Holdings B.V., Euramax Europe Limited and certain of their  operating subsidiaries, as other Loan Parties; Banque Paribas, as Agent, as a  Lender and as the Issuer; and the other lenders named therein.  (Incorporated by reference to Exhibit  10.25 of the Registrant’s Form 10-K for the year ended December 26, 1997.)10.26****Incentive Compensation Plan effective January 1, 1997,  by Euramax International Limited10.27****Phantom Stock Plan effective January 1, 1999, by  Euramax International Limited10.28*****Amendment and Waiver dated as of April 6, 1999, among  Euramax International Limited, and its subsidiaries, Paribas (as Agent and  Lender), and the Lenders, to the Amended and Restated Credit Agreement dated  as of July 16, 199710.29*******Amendment, dated as of December 8, 1999, among Euramax  International Limited, the other Loan Parties, the Swing Loan Lender and the  Issuer and Paribas, as Agent, to (a) the Amended and Restated Credit  Agreement, dated as of July 16, 1997 and (b) the other Loan Documents10.30*******Amendment and Consent, dated as of December 9, 1999,  among Euramax International Limited, the other Loan Parties, the Swing Loan  Lender and the Issuer and Paribas, as Agent, to (a) Amended and Restated  Credit Agreement, dated as of July 16, 1997 and (b) the other Loan Documents10.31*********Amendment and Waiver dated as of April 10, 2000, among  Euramax International, Inc. and its subsidiaries, Paribas (as Agent and  Lender), and the Lenders, to the Amended and Restated Credit Agreement dated  as of July 16, 199710.32**********Amendment and Waiver dated as of March 19, 2001, among  Euramax International, Inc. and its subsidiaries, Paribas (as Agent and  Lender), and the Lenders, to the Amended and Restated Credit Agreement dated  as of July 16, 1997*Incorporated  by reference to the Exhibit with the same number in the Registrant’s  Registration Statement on Form S-4 (333-05978) which became effective on  February 7, 1997.**Incorporated by reference to the Exhibit with the same  number in the Registrant’s Annual Report on Form 10-K (333-05978) which was  filed on March 12, 1998.***Incorporated by reference to the Exhibit with the same  number in the Registrant’s Annual Report on Form 10-K (333-05978) which was  filed on March 15, 1999.****Incorporated by reference to the Exhibit with the same  number in the Quarterly Report on Form 10-Q (333-05978) which was filed on  April 26, 1999.*****Incorporated by reference to the Exhibit with the same  number in the Quarterly Report on Form 10-Q (333-05978) which was filed on  August 2, 1999.******Incorporated by reference to the Exhibit with the same  number in the Quarterly Report on Form 10-Q (333-05978) which was filed on  November 3, 1999.*******Incorporated by reference to the Exhibit with the same  number in the Registrant’s Annual Report on Form 10-K (333-05978) which was  filed on March 23, 2000.********Incorporated by reference to Exhibit 2.2 in the  Registrant’s Current Report on Form 8-K (333-05978) which was filed on April  24, 2000.*********Incorporated by reference to the Exhibit with the same  number in the Quarterly Report on Form 10-Q (333-05978) which was filed on  August 10, 2000.**********Incorporated by reference to the Exhibit with the same  number in the Quarterly Report on Form 10-Q (333-05978) which was filed on  May 10, 2001.
 

**SIGNATURES**

**Pursuant to the requirements of Section13 or 15(d) of the Securities and Exchange Act of 1934, Euramax International,Inc. has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.**

**EURAMAX INTERNATIONAL, INC.**
**Signature****Title****Date**   /s/ J. DAVID SMITHChief Executive Officer and PresidentAugust 9, 2001  J. David Smith     /s/ R. SCOTT VANSANTChief Financial Officer and SecretaryAugust 9, 2001  R.  Scott Vansant  
 

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