**UNITEDSTATES**

**SECURITIESAND 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                         September  28, 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.**

(Exact name 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 telephone number, including area code **770-449-7066**

 

 

                Indicate by checkmark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.

 

ý Yes  oNo

 

                As of November 8,2001, Registrant had outstanding 445,822.44 shares of Class A common stock and44,346.80 shares of Class B common stock.

 

 

**PartI - Financial Information**

 

**Item 1.  FinancialStatements**

 

 

**EuramaxInternational, Inc. and Subsidiaries**

**CondensedConsolidated Statements of Operations**

**(Thousandsof U.S. Dollars)**

**(Unaudited)**

 
|                           |   | **Quarters  ended**      |    | **Nine months  ended**   |   |
|--------------------------------|--------|--------------------------|---------|--------------------------|--------|
|                           |   | **September  28,  2001** |    | **September  29,  2000** |   | **September  28,  2001** |   | **September  29,  2000** |   |
|                           |   |                     |    |                     |   |
|                           |   |                     |    |                     |   |   |   |   |   |
| Net sales                      |   | $                        | 159,329 |                     | $      | 159,534 |   | $ | 448,163 |   | $ | 465,522 |   |
|                           |   |                     |    |                     |   |   |   |   |   |
| Costs and  expenses:           |   |                     |    |                     |   |   |   |   |   |
| Cost of goods  sold            |   | 125,793                  |    | 132,875                  |   | 359,966 |   | 381,778 |   |
| Selling and  general           |   | 15,795                   |    | 14,393                   |   | 45,016 |   | 42,097 |   |
| Depreciation and  amortization |   | 4,383                    |    | 4,365                    |   | 13,260 |   | 12,424 |   |
| Earnings from  operations      |   | 13,358                   |    | 7,901                    |   | 29,921 |   | 29,223 |   |
|                           |   |                     |    |                     |   |   |   |   |   |
| Interest  expense, net         |   | (5,911                   | )       | (6,727                   | )      | (18,963 | ) | (18,925 | ) |
| Other expense,  net            |   | (94                      | )       | (220                     | )      | (2,912 | ) | (871 | ) |
| Earnings before  income taxes  |   | 7,353                    |    | 954                      |   | 8,046 |   | 9,427 |   |
| Provision for  income taxes    |   | 3,911                    |    | 1,498                    |   | 4,232 |   | 5,185 |   |
| Net earnings  (loss)           |   | $                        | 3,442   |                     | $      | (544 | ) | $ | 3,814 |   | $ | 4,242 |   |

 

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

 

**EuramaxInternational, Inc. and Subsidiaries**

**CondensedConsolidated Balance Sheets**

**(Thousandsof U.S. Dollars)**

**(Unaudited)**

 
|                                            |   | **September  28,****2001** |    | **December  29,  2000** |   |
|-------------------------------------------------|--------|----------------------------|---------|-------------------------|--------|
|                                            |   |                       |    |
| **ASSETS**                                      |   |                       |    |                    |   |
| Current assets:                                 |   |                       |    |                    |   |
| Cash and  equivalents                           |   | $                          | 6,973   |                    | $      | 8,134 |   |
| Accounts  receivable, net                       |   | 96,570                     |    | 73,721                  |   |
| Inventories                                     |   | 71,105                     |    | 81,215                  |   |
| Other current  assets                           |   | 4,910                      |    | 4,821                   |   |
| Total current  assets                           |   | 179,558                    |    | 167,891                 |   |
| Property, plant  and equipment, net             |   | 113,436                    |    | 119,218                 |   |
| Goodwill, net                                   |   | 109,070                    |    | 113,324                 |   |
| Deferred income  taxes                          |   | 5,611                      |    | 5,615                   |   |
| Other assets                                    |   | 7,108                      |    | 7,011                   |   |
|                                            |   | $                          | 414,783 |                    | $      | 413,059 |   |
|                                            |   |                       |    |                    |   |
| **LIABILITIES AND SHAREHOLDERS' EQUITY**        |   |                       |    |                    |   |
| Current  liabilities:                           |   |                       |    |                    |   |
| Cash overdrafts                                 |   | $                          | 3,700   |                    | $      | 1,709 |   |
| Accounts payable                                |   | 66,740                     |    | 57,975                  |   |
| Accrued expenses  and other current liabilities |   | 25,139                     |    | 26,646                  |   |
| Current  maturities of long-term debt           |   | 43,038                     |    | 2,247                   |   |
| Total current liabilities                       |   | 138,617                    |    | 88,577                  |   |
| Long-term debt,  less current maturities        |   | 183,400                    |    | 233,281                 |   |
| Deferred income  taxes                          |   | 15,988                     |    | 16,952                  |   |
| Other  liabilities                              |   | 10,689                     |    | 10,468                  |   |
| Total  liabilities                              |   | 348,694                    |    | 349,278                 |   |
| Shareholders'equity:                            |   |                       |    |                    |   |
| Common stock                                    |   | 500                        |    | 500                     |   |
| Additional  paid-in capital                     |   | 53,220                     |    | 53,220                  |   |
| Treasury stock                                  |   | (1,581                     | )       | (1,581                  | )      |
| Retained  earnings                              |   | 23,666                     |    | 19,852                  |   |
| Accumulated  other comprehensive loss           |   | (9,716                     | )       | (8,210                  | )      |
| Total  shareholders' equity                     |   | 66,089                     |    | 63,781                  |   |
|                                            |   | $                          | 414,783 |                    | $      | 413,059 |   |

 

 

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

 

**EuramaxInternational, Inc. and Subsidiaries**

**CondensedConsolidated Statements of Cash Flows**

**(Thousandsof U.S. Dollars)**

**(Unaudited)**

 
|                                                 |   | **Nine  months ended**   |   |
|------------------------------------------------------|--------|--------------------------|--------|
|                                                 |   | **September  28,  2001** |   | **September  29,  2000** |   |
|                                                 |   |                     |   |
|                                                 |   |                     |   |   |   |
| Net cash  provided by (used in) operating activities |   | $                        | 14,014 |   | $ | (1,625 | ) |
|                                                 |   |                     |   |   |   |
| Cash flows from  investing activities:               |   |                     |   |   |   |
| Purchases of  businesses                             |   | -                        |   | (45,550 | ) |
| Proceeds from  sales of assets                       |   | 1,267                    |   | 397 |   |
| Capital  expenditures                                |   | (6,469                   | )      | (7,292 | ) |
| Net cash used in  investing activities               |   | (5,202                   | )      | (52,445 | ) |
|                                                 |   |                     |   |   |   |
| Cash flows from  financing activities:               |   |                     |   |   |   |
| Net borrowings  on revolving credit facility         |   | 5,045                    |   | 24,883 |   |
| Repayment of  long-term debt                         |   | (12,989                  | )      | (4,899 | ) |
| Proceeds from  long-term debt                        |   | -                        |   | 40,000 |   |
| Purchase of  treasury stock                          |   | -                        |   | (1,581 | ) |
| Payment to  terminate interest rate swap             |   | (3,160                   | )      | - |   |
| Changes in cash  overdrafts                          |   | 1,991                    |   | (582 | ) |
| Net cash (used  in) provided by financing activities |   | (9,113                   | )      | 57,821 |   |
|                                                 |   |                     |   |   |   |
| Effect of  exchange rate changes on cash             |   | (860                     | )      | (1,936 | ) |
|                                                 |   |                     |   |   |   |
| Net (decrease)  increase in cash and equivalents     |   | (1,161                   | )      | 1,815 |   |
| Cash and  equivalents at beginning of period         |   | 8,134                    |   | 13,385 |   |
| Cash and equivalents  at end of period               |   | $                        | 6,973  |   | $ | 15,200 |   |

 

**EuramaxInternational, Inc. and Subsidiaries**

**Notes toCondensed Consolidated Financial Statements**

**(Thousandsof U.S. Dollars)**

**(Unaudited)**

 

**1.   Basis of Presentation:**

 

For purposes ofthis report the “Company” refers to Euramax International, Inc. (“Euramax”) andSubsidiaries, collectively.

 

The CondensedConsolidated Financial Statements of the Company have been prepared inaccordance with generally accepted accounting principles for interim financialinformation and with the rules and regulations of the Securities and ExchangeCommission (the “SEC”).  Accordingly,they do not include all of the information and footnotes required by generallyaccepted accounting principles for complete financial statements.  In the opinion of the management of theCompany, these statements include all adjustments necessary for a fairpresentation of the results of all interim periods reported herein.  All adjustments are of a normal recurringnature 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 endedSeptember 28, 2001, are not necessarily indicative of future results that maybe expected for the year ending December 28, 2001.

 

Per share data has not been presented since such data provides nouseful information, as the shares of the Company are closely held.

 

Certain 2000 amounts have been reclassified to conform to current yearpresentation.

 

**2.  Acquisitions:**

 

On April 10, 2000 (the “Acquisition Date”), theCompany’s wholly owned subsidiary, Amerimax Home Products, Inc., acquiredsubstantially all of the assets and assumed certain liabilities of GutterWorld, Inc. and Global Expanded Metals, Inc., companies under common control,(“Gutter World” and “Global”, respectively) (the “Gutter World and GlobalAcquisition”).  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.

 

The following unaudited pro forma data present the results ofoperations for the nine months ended September 29, 2000, as though the GutterWorld and Global Acquisition had been completed January 1, 2000, and assumethat there are no other changes in operations of the Company. Such pro formainformation includes adjustments to interest expense; changes in amortizationof goodwill relating to the allocation of the purchase price; elimination ofthe effect of transactions between Gutter World and a Euramax subsidiary andbetween Gutter World and Global; and the income tax effect related to theseitems.  The pro forma results are notnecessarily indicative of the financial results that might have occurred hadthe Gutter World and Global Acquisition actually taken place on the first dayof the fiscal year or of the future results of operations.  Certain Financial Statements and Exhibitsfor the Gutter World and Global Acquisition can be found in the Company’sCurrent Report on Form 8-K, filed April 24, 2000.

 
|                          |   | **Nine  months ended  September 29, 2000** |    |
|-------------------------------|--------|--------------------------------------------|---------|
|                          |   |                                       |
|                          |   |                                       |    |
| Net sales                     |   | $                                          | 469,675 |   |
| Earnings before  income taxes |   | 6,763                                      |    |
| Net earnings                  |   | 2,704                                      |    |
|                               |        |                                            |         |  |

 

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

 

For information regarding significant accounting policies, see Note 3to the Consolidated Financial Statements of the Company for the year endedDecember 29, 2000, set forth in the Company’s Annual Report on Form 10-K.  For information regarding the Company’s adoptionof SFAS 133, *Accounting for Derivative Instruments and Hedging Activities*,as amended by SFAS 137 and SFAS 138, see Note 3 to the Condensed ConsolidatedFinancial Statements of the Company for the quarter ended March 30, 2001, setforth in the Company’s Quarterly Report on Form 10-Q.

 

In July 2001, the FASB issued Statements of Financial AccountingStandards (SFAS) No. 141, “Business Combinations” and No. 142, “Goodwill andOther Intangible Assets”.  Under the newrules, goodwill and indefinite lived intangible assets are no longer amortized,but are reviewed annually for impairment. Separable intangible assets that are not deemed to have an indefinitelife will continue to be amortized over their useful lives.  The amortization provisions of SFAS No. 142apply immediately to goodwill and intangible assets acquired after June 30,2001.  With respect to goodwill andintangible assets acquired prior to July 1, 2001, the Company will adopt thenew accounting rules beginning January 1, 2002.  Management is currently assessing the financial impact SFAS No.141 and SFAS No. 142 will have on the Consolidated Financial Statements.

 

**4.  Inventories:**

 

Inventorieswere comprised of:

 
|               |   | **September  28,  2001** |   | **December  29,  2000** |   |
|--------------------|--------|--------------------------|--------|-------------------------|--------|
|               |   |                     |   |
|               |   |                     |   |                    |   |
| Raw materials      |   | $                        | 53,984 |                    | $      | 58,101 |   |
| Work in process    |   | 2,813                    |   | 9,067                   |   |
| Finished  products |   | 14,308                   |   | 14,047                  |   |
|               |   | $                        | 71,105 |                    | $      | 81,215 |   |

 

**5.  Long-Term Obligations:**

 

Long-termobligations consisted of the following:

 
|                                       |   | **September  28,  2001** |    | **December  29,  2000** |   |
|--------------------------------------------|--------|--------------------------|---------|-------------------------|--------|
|                                       |   |                     |    |
| Credit  Agreement:                         |   |                     |    |                    |   |
| Revolving Credit  Facility                 |   | $                        | 42,487  |                    | $      | 38,522 |   |
| Term Loans                                 |   | 48,951                   |    | 62,006                  |   |
| 11.25% Senior  Subordinated Notes due 2006 |   | 135,000                  |    | 135,000                 |   |
|                                       |   | 226,438                  |    | 235,528                 |   |
| Less current  portion                      |   | (43,038                  | )       | (2,247                  | )      |
|                                       |   | $                        | 183,400 |                    | $      | 233,281 |   |

 

Borrowingsunder the Company’s revolving credit facility become due on June 30, 2002, atwhich date the facility expires. Accordingly, amounts outstanding on the revolving credit facility areclassified within current maturities of long-term debt as of September 28,2001.  The Company intends to refinanceborrowings under the revolving credit facility prior to its maturity.  The Company’s management believes that itwill be able to effect this refinancing based upon current expectations foroperating performance and future liquidity needs, although no assurance to thataffect can be given.

 

TheCredit Agreement requires the Company to maintain specified financial ratiosand meet certain financial tests, including a minimum EBITDA (earnings beforeinterest, taxes, depreciation and amortization) requirement, a minimum interestcoverage and a maximum leverage ratio. Effective March 19, 2001, the Company and the Lenders amended the CreditAgreement to, among other items, lower the minimum EBITDA requirement and theinterest coverage ratio and raise the total leverage ratio.  The Company anticipates that these changeswill provide flexibility sufficient to prevent an event of default during 2001resulting from a breach of restrictive covenants, although no assurance to thateffect can be given.

 

**6. Financial Instruments and Risk Management**

 

In connection with the Company’s risk-management strategy, the Companyenters into currency agreements and interest rate agreements for other thantrading purposes with major financial institutions to reduce the impact of exchangerate fluctuations and/or interest rate fluctuations related to debtpayments.  In July 2001, the Companyterminated it’s interest rate swap and cap agreement.  This agreement capped the highest rate of interest to be paid ona portion of the Company’s U.S. Dollar variable rate indebtedness, in additionto providing for the Company to exchange floating U.S. Libor interest rates fora floating rate tied to a historically less volatile index.  The cost to the Company for terminating thisagreement was $3.2 million.  Theagreement was not designated as a hedge under SFAS 133.  The Company recognized a loss of $1.8million on the agreement during the nine months ended September 28, 2001.  This loss was recorded as other expense.

 

**7.  Commitments and Contingencies:**

 

**Litigation**

 

TheCompany is subject to legal proceedings and claims that have arisen in theordinary course of business.  Althoughoccasional adverse decisions or settlements may occur, it is the opinion of theCompany’s management, based upon information available at this time, that theexpected outcome of these matters, individually or in the aggregate, would notreasonably be expected to have a material adverse effect on the consolidatedfinancial position, results of operations or cash flows of the Company and itssubsidiaries taken as a whole.

 

**EnvironmentalMatters**

 

The Company’s operations are subject to federal, state, local andEuropean environmental laws and regulations concerning the management ofpollution and hazardous substances.

 

The Company has beennamed as a defendant in lawsuits or as a potentially responsible party in stateand Federal administrative and judicial proceedings seeking contribution forcosts associated with the investigation, analysis, correction and remediationof environmental conditions at various hazardous waste disposal sites. TheCompany continues to monitor these actions and proceedings and to vigorouslydefend both its own interests as well as the interests of its affiliates. TheCompany's ultimate liability in connection with present and futureenvironmental claims will depend on many factors, including its volumetricshare of the waste at a given site, the remedial action required, the totalcost of remediation, and the financial viability and participation of the otherentities that also sent waste to the site. Once it becomes probable that theCompany will incur costs in connection with remediation of a site and suchcosts can be reasonably estimated, the Company establishes or adjusts itsreserve for its projected share of these costs. Based upon current law andinformation known to the Company concerning the size of the sites known to it,anticipated costs, their years of operations and the number of otherpotentially responsible parties, Management believes that the Company'spotential share of the estimated aggregate liability for the costs of remedialactions and related costs and expenses are not material. In addition, theCompany establishes reserves for remedial measures required from time to timeat 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 itto beunlikely 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.

 

**8.     ComprehensiveIncome:**

** **
|                                         |   | **Quarters  ended**      |   | **Nine  months ended**   |   |
|----------------------------------------------|--------|--------------------------|--------|--------------------------|--------|
|                                         |   | **September  28,  2001** |   | **September  29,  2000** |   | **September  28,  2001** |   | **September  29,  2000** |   |
|                                         |   |                     |   |                     |   |
|                                         |   |                     |   |                     |   |   |   |   |   |
| Net earnings  (loss)                         |   | $                        | 3,442  |                     | $      | (544 | ) | $ | 3,814 |   | $ | 4,242 |   |
| Other  comprehensive earnings (loss):        |   |                     |   |                     |   |   |   |   |   |
| Foreign currency  translation adjustment     |   | 2,349                    |   | (2,175                   | )      | (1,008 | ) | (3,547 | ) |
| Gain (loss) on  derivative instruments, net: |   |                     |   |                     |   |   |   |   |   |
| Cumulative  effect of adopting SFAS 133      |   | -                        |   | -                        |   | (2,014 | ) | - |   |
| Net changes in  fair value of derivatives    |   | (596                     | )      | -                        |   | 1,006 |   | - |   |
| Reclassified  from OCI into earnings         |   | 792                      |   | -                        |   | 510 |   | - |   |
|                                         |   |                     |   |                     |   |   |   |   |   |
| Comprehensive  income (loss)                 |   | $                        | 5,987  |                     | $      | (2,719 | ) | $ | 2,308 |   | $ | 695 |   |

 

**9.  Income Taxes:**

 

The income tax provision for thenine months ended September 28, 2001 and September 29, 2000, is computed at theeffective rate projected to be applicable for the full year using the statutoryrates on a country by country basis.

 

**10.  SegmentInformation:**

 

For detailedinformation regarding the Company’s reportable segments, see Note 12 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.

 

Information aboutreported segments and a reconciliation of total segment sales to totalconsolidated sales and of total segment EBITDA to total consolidated earningsbefore income taxes, for the quarters and nine months ended September 28,2001 and September 29, 2000, is as follows:

 
|                                          |   | **Quarters Ended**      |    | **Nine months ended**         |   |
|-----------------------------------------------|--------|-------------------------|---------|-------------------------------|--------|
|                                          |   | **September 28,  2001** |    | **September 29,********2000** |   | **September 28,********2001** |   | **September 29,********2000** |   |
|                                          |   |                    |    |                          |   |
|                                          |   |                    |    |                          |   |   |   |   |   |
| **Sales**                                     |   |                    |    |                          |   |   |   |   |   |
| European Roll Coating                         |   | $                       | 28,570  |                          | $      | 33,087 |   | $ | 100,197 |   | $ | 111,371 |   |
| U.S. Fabrication                              |   | 118,771                 |    | 115,716                       |   | 305,962 |   | 311,286 |   |
| European Fabrication                          |   | 12,586                  |    | 11,723                        |   | 43,897 |   | 45,435 |   |
| Total segment sales                           |   | 159,927                 |    | 160,526                       |   | 450,056 |   | 468,092 |   |
|                                          |   |                    |    |                          |   |   |   |   |   |
| Eliminations                                  |   | (598                    | )       | (992                          | )      | (1,893 | ) | (2,570 | ) |
| Consolidated net sales                        |   | $                       | 159,329 |                          | $      | 159,534 |   | $ | 448,163 |   | $ | 465,522 |   |
|                                          |   |                    |    |                          |   |   |   |   |   |
| **EBITDA**                                    |   |                    |    |                          |   |   |   |   |   |
| European Roll Coating                         |   | $                       | 2,531   |                          | $      | 3,752 |   | $ | 11,675 |   | $ | 15,205 |   |
| U.S. Fabrication                              |   | 14,565                  |    | 8,983                         |   | 27,458 |   | 24,926 |   |
| European Fabrication                          |   | 1,120                   |    | 1,022                         |   | 5,337 |   | 5,289 |   |
| Total EBITDA for reportable segments          |   | 18,216                  |    | 13,757                        |   | 44,470 |   | 45,420 |   |
|                                          |   |                    |    |                          |   |   |   |   |   |
| Expenses that are not segment specific        |   | (569                    | )       | (1,711                        | )      | (4,201 | ) | (4,644 | ) |
| Depreciation and amortization                 |   | (4,383                  | )       | (4,365                        | )      | (13,260 | ) | (12,424 | ) |
| Interest expense, net                         |   | (5,911                  | )       | (6,727                        | )      | (18,963 | ) | (18,925 | ) |
| Consolidated net earnings before income taxes |   | $                       | 7,353   |                          | $      | 954 |   | $ | 8,046 |   | $ | 9,427 |   |

 

Segment assets arenot included in the above table because asset information is not reported bysegment in the information reviewed by the chief operating decision maker forpurposes of making decisions about allocating resources to the segments andaddressing performance.

 

The following tablereflects revenues from external customers by groups of similar products for thequarters and nine months ended September 28, 2001 and September 29, 2000:

 
|                                                |   |                                                                                                                                                           |                  | **Quarters Ended**      |                  | **Nine months ended**   |                  |
|-----------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------|-------------------------|-----------------------|-------------------------|-----------------------|
|                                                |   |                                                                                                                                                           |                  | **September 28,  2001** |                  | **September 29,  2000** |                  | **September 28,  2001** |   | **September 29,  2000** |   |
| **Customers/Markets**                               |   | **Primary  Products**                                                                                                                                          |                  |                    |                  |                    |                  |
|                                                |   |                                                                                                                                                           |                  |                    |                  |                    |                  |   |   |   |   |
| 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 |                  | $                       | 55,199                |                    | $                     | 59,869 |   | $ | 185,921 |   | $ | 205,895 |   |
| Rural Contractors                                   |   | Steel and aluminum roofing and siding                                                                                                                          |             | 36,316                  |             | 32,491                  |             | 87,891 |      | 86,333 |     |
|                                                |   |                                                                                                                                                           |                  |                    |                  |                    |                  |   |   |   |   |
|                                                |   |                                                                                                                                                           |                  |                    |                  |                    |                  |   |   |   |   |
| Home Centers                                        |   | Raincarrying systems, roofing accessories, windows, doors and shower  enclosures                                                                               |        | 35,890                  |        | 36,520                  |        | 85,080 |        | 78,805 |        |
| Manufactured Housing                                |   | Steel siding and trim components                                                                                                                               |             | 5,917                   |             | 7,700                   |             | 18,668 |      | 28,071 |     |
|                                                |   |                                                                                                                                                           |                  |                    |                  |                    |                  |   |   |   |   |
| Distributors                                        |   | Metal coils, raincarrying systems and roofing accessories                                                                                                      |             | 9,790                   |             | 8,263                   |             | 25,487 |      | 24,605 |     |
| Industrial and Architectural Contractors            |   | Standing seam panels and siding and roofing accessories                                                                                                        |                  | 4,627                   |                  | 5,513                   |                  | 13,307 |   | 15,195 |   |
|                                                |   |                                                                                                                                                           |                  |                    |                  |                    |                  |   |   |   |   |
| Home Improvement Contractors                        |   | Vinyl replacement windows; metal coils, raincarrying systems; metal  roofing and insulated roofing panels; shower, patio and entrance doors; and  awnings      |                  | 11,590                  |                  | 9,178                   |                  | 31,809 |   | 26,618 |   |
|                                                |   |                                                                                                                                                           |                  | $                       | 159,329               |                    | $                     | 159,534 |   | $ | 448,163 |   | $ | 465,522 |   |
|                                                     |        |                                                                                                                                                                |                       |                         |                       |                         |                       |  |  |  |  |  |  |  |  |  |  |  |  |

 

**11.   Supplemental Condensed Combined FinancialStatements:**

 

On September 25, 1996, the Company issuedSenior Subordinated Notes due 2006 (the “Notes”). Euramax InternationalLimited, Euramax European Holdings Limited and Euramax European Holdings B.V.are co-obligors under the Notes (the “Co-Obligors”).  Euramax International, Inc. has provided a full and unconditionalguarantee of the Notes (“Parent Guarantor”). In addition, Amerimax Holdings, Inc., Amerimax Fabricated Products,Inc., Euramax International Holdings Limited and Euramax Continental Limited,holding company subsidiaries of Euramax, have provided full and unconditionalguarantees of the Notes (collectively, the “Guarantor Subsidiaries”).  The following supplemental condensedcombining financial statements as of September 28, 2001 and December 29, 2000,and for the quarters and nine months ended September 28, 2001 and September 29,2000, reflect the financial position, results of operations, and cash flows ofeach of the Parent Guarantor, the Co-Obligors, and such combined information ofthe Guarantor Subsidiaries and the non-guarantor subsidiaries, principally theoperating subsidiaries, (collectively, the "Non-GuarantorSubsidiaries").  The Co-Obligorsand Guarantors are wholly–owned subsidiaries of Euramax and are eachjointly, severally, fully, and unconditionally liable under the Notes. Separatecomplete financial statements of each Co–Obligor and Guarantor are notpresented because management has determined that they are not material toinvestors.

 
|                                        |   | **Quarter ended September 28, 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                                   |   | $                                                                  | -      |   | $ | - |   | $ | - |   | $ | - |   | $ | - |   | $ | 159,329 |   | $ | - |   | $ | 159,329 |   |
|                                        |   |                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Costs and expenses:                         |   |                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of goods sold                          |   | -                                                                  |   | - |   | - |   | - |   | - |   | 125,793 |   | - |   | 125,793 |   |
| Selling and general                         |   | 306                                                                |   | 104 |   | - |   | - |   | 52 |   | 15,333 |   | - |   | 15,795 |   |
| Depreciation and amortization               |   | -                                                                  |   | - |   | - |   | - |   | 83 |   | 4,300 |   | - |   | 4,383 |   |
| (Loss) earnings from operations             |   | (306                                                               | )      | (104 | ) | - |   | - |   | (135 | ) | 13,903 |   | - |   | 13,358 |   |
| Equity in earnings (loss)   of subsidiaries |   | 4,829                                                              |   | 650 |   | (1,443 | ) | 1,317 |   | 7,688 |   | - |   | (13,041 | ) | - |   |
| Interest expense, net                       |   | (1,628                                                             | )      | (24 | ) | (153 | ) | (48 | ) | (2,877 | ) | (1,181 | ) | - |   | (5,911 | ) |
|                                        |   |                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other (expense) income, net                 |   | (26                                                                | )      | (78 | ) | 1,153 |   | 93 |   | (412 | ) | (824 | ) | - |   | (94 | ) |
| Earnings (loss) before income taxes         |   | 2,869                                                              |   | 444 |   | (443 | ) | 1,362 |   | 4,264 |   | 11,898 |   | (13,041 | ) | 7,353 |   |
| (Benefit) provision for income taxes        |   | (573                                                               | )      | (51 | ) | 307 |   | 23 |   | (565 | ) | 4,770 |   | - |   | 3,911 |   |
|                                        |   |                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings (loss)                         |   | $                                                                  | 3,442  |   | $ | 495 |   | $ | (750 | ) | $ | 1,339 |   | $ | 4,829 |   | $ | 7,128 |   | $ | (13,041 | ) | $ | 3,442 |   |

 

** **
|                                           |   | **Quarter ended September 29, 2000**                                     |   |
|------------------------------------------------|--------|--------------------------------------------------------------------------|--------|
|                                           |   | **Euramax********International,********Inc.  (Parent********Guarantor)** |   | **Euramax********International********Limited********(Co-Obligor)** |   | **Eurama  European********Holdings********Limited********(Co-Obligor)** |   | **Euramax********European********Holdings-B.V.********(Co-Obligor)** |   | **Guarantor********Subsidiaries** |   | **Non-********Guarantor********Subsidiaries** |   | **Eliminations** |   | **Consolidated********Totals** |   |
|                                           |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net sales                                      |   | $                                                                        | -      |   | $ | - |   | $ | - |   | $ | - |   | $ | - |   | $ | 159,534 |   | $ | - |   | $ | 159,534 |   |
|                                           |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Costs and expenses:                            |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of goods sold                             |   | -                                                                        |   | - |   | - |   | - |   | 275 |   | 132,600 |   | - |   | 132,875 |   |
| Selling and general                            |   | 846                                                                      |   | 254 |   | - |   | - |   | 88 |   | 13,205 |   | - |   | 14,393 |   |
| Depreciation and amortization                  |   | -                                                                        |   | - |   | - |   | - |   | 92 |   | 4,273 |   | - |   | 4,365 |   |
| (Loss) earnings from operations                |   | (846                                                                     | )      | (254 | ) | - |   | - |   | (455 | ) | 9,456 |   | - |   | 7,901 |   |
| Equity in earnings (loss) of subsidiaries |   | 20                                                                       |   | - |   | (885 | ) | 3,480 |   | 620 |   | - |   | (3,235 | ) | - |   |
|                                           |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest expense, net                          |   | (376                                                                     | )      | (25 | ) | (88 | ) | (3 | ) | (1,024 | ) | (5,211 | ) | - |   | (6,727 | ) |
| Other income (expense), net                    |   | -                                                                        |   | 85 |   | (810 | ) | (3,049 | ) | - |   | 3,554 |   | - |   | (220 | ) |
| (Loss) earnings before income taxes            |   | (1,202                                                                   | )      | (194 | ) | (1,783 | ) | 428 |   | (859 | ) | 7,799 |   | (3,235 | ) | 954 |   |
| (Benefit) provision for income taxes           |   | (658                                                                     | )      | (66 | ) | (263 | ) | (1,060 | ) | (878 | ) | 4,423 |   | - |   | 1,498 |   |
|                                           |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net (loss) earnings                            |   | $                                                                        | (544   | ) | $ | (128 | ) | $ | (1,520 | ) | $ | 1,488 |   | $ | 19 |   | $ | 3,376 |   | $ | (3,235 | ) | $ | (544 | ) |

 
|                                       |   | **Nine months ended September 28, 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                                  |   | $                                                                              | -      |   | $ | - |   | $ | - |   | $ | - |   | $ | - |   | $ | 448,163 |   | $ | - |   | $ | 448,163 |   |
|                                       |   |                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Costs and expenses:                        |   |                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of goods sold                         |   | -                                                                              |   | - |   | - |   | - |   | - |   | 359,966 |   | - |   | 359,966 |   |
| Selling and general                        |   | 1,188                                                                          |   | 239 |   | - |   | - |   | (391 | ) | 43,980 |   | - |   | 45,016 |   |
| Depreciation and amortization              |   | -                                                                              |   | - |   | - |   | - |   | 264 |   | 12,996 |   | - |   | 13,260 |   |
| (Loss) earnings from operations            |   | (1,188                                                                         | )      | (239 | ) | - |   | - |   | 127 |   | 31,221 |   | - |   | 29,921 |   |
| Equity in earnings (loss).of  subsidiaries |   | 7,260                                                                          |   | 4,330 |   | (794 | ) | 5,678 |   | 15,717 |   | - |   | (32,191 | ) | - |   |
| Interest expense, net                      |   | (4,129                                                                         | )      | (74 | ) | (308 | ) | (217 | ) | (9,746 | ) | (4,489 | ) | - |   | (18,963 | ) |
| Other (expense) income, net                |   | (18                                                                            | )      | (46 | ) | (370 | ) | (206 | ) | (2,793 | ) | 521 |   | - |   | (2,912 | ) |
| Earnings (loss) before income taxes        |   | 1,925                                                                          |   | 3,971 |   | (1,472 | ) | 5,255 |   | 3,305 |   | 27,253 |   | (32,191 | ) | 8,046 |   |
| (Benefit) provision for income taxes       |   | (1,889                                                                         | )      | (77 | ) | (183 | ) | (125 | ) | (3,955 | ) | 10,461 |   | - |   | 4,232 |   |
|                                       |   |                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings (loss)                        |   | $                                                                              | 3,814  |   | $ | 4,048 |   | $ | (1,289 | ) | $ | 5,380 |   | $ | 7,260 |   | $ | 16,792 |   | $ | (32,191 | ) | $ | 3,814 |   |

 
|                                 |   | **Nine months ended September 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** |   |
|                                 |   |                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net sales                            |   | $                                                           | -      |   | $ | - |   | $ | - |   | $ | - |   | $ | - |   | $ | 465,522 |   | $ | - |   | $ | 465,522 |   |
|                                 |   |                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Costs and expenses:                  |   |                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of goods sold                   |   | -                                                           |   | - |   | - |   | - |   | 275 |   | 381,503 |   | - |   | 381,778 |   |
| Selling and general                  |   | 2,552                                                       |   | 495 |   | - |   | - |   | 397 |   | 38,653 |   | - |   | 42,097 |   |
| Depreciation and amortization        |   | -                                                           |   | - |   | - |   | - |   | 273 |   | 12,151 |   | - |   | 12,424 |   |
| (Loss) earnings from operations      |   | (2,552                                                      | )      | (495 | ) | - |   | - |   | (945 | ) | 33,215 |   | - |   | 29,223 |   |
| Equity in earnings of subsidiaries   |   | 6,486                                                       |   | 4,568 |   | 421 |   | 9,483 |   | 7,884 |   | - |   | (28,842 | ) | - |   |
| Interest expense, net                |   | (1,127                                                      | )      | (75 | ) | (288 | ) | (178 | ) | (1,137 | ) | (16,120 | ) | - |   | (18,925 | ) |
| Other income (expense), net          |   | -                                                           |   | 76 |   | (2,539 | ) | (5,156 | ) | (44 | ) | 6,792 |   | - |   | (871 | ) |
| Earnings (loss) before income taxes  |   | 2,807                                                       |   | 4,074 |   | (2,406 | ) | 4,149 |   | 5,758 |   | 23,887 |   | (28,842 | ) | 9,427 |   |
| (Benefit) provision for income taxes |   | (1,435                                                      | )      | (121 | ) | (828 | ) | (1,843 | ) | (724 | ) | 10,136 |   | - |   | 5,185 |   |
|                                 |   |                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings (loss)                  |   | $                                                           | 4,242  |   | $ | 4,195 |   | $ | (1,578 | ) | $ | 5,992 |   | $ | 6,482 |   | $ | 13,751 |   | $ | (28,842 | ) | $ | 4,242 |   |

** **
|                                    |   | **As of September 28, 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                    |   | $                                                                        | -          |   | $ | - |   | $ | - |   | $ | 116 |   | $ | - |   | $ | 6,857 |   | $ | - |   | $ | 6,973 |   |
| Accounts receivable, net                |   | 1                                                                        |       | 22 |   | - |   | - |   | - |   | 96,547 |   | - |   | 96,570 |   |
| Inventories                             |   | -                                                                        |       | - |   | - |   | - |   | - |   | 71,105 |   | - |   | 71,105 |   |
| Other current assets                    |   | 26                                                                       |       | - |   | - |   | - |   | 500 |   | 4,384 |   | - |   | 4,910 |   |
| Total current assets                    |   | 27                                                                       |       | 22 |   | - |   | 116 |   | 500 |   | 178,893 |   | - |   | 179,558 |   |
| Property, plant and equipment, net      |   | -                                                                        |       | - |   | - |   | - |   | 58 |   | 113,378 |   | - |   | 113,436 |   |
| Amounts due from affiliates             |   | 90,695                                                                   |       | 79,515 |   | 47,820 |   | 3,514 |   | 135,605 |   | 34,424 |   | (391,573 | ) | - |   |
| Goodwill, net                           |   | -                                                                        |       | - |   | - |   | - |   | 7,870 |   | 101,200 |   | - |   | 109,070 |   |
| Investment in consolidated subsidiaries |   | 127,022                                                                  |       | 27,192 |   | (11,902 | ) | 28,372 |   | 192,066 |   | - |   | (362,750 | ) | - |   |
| Deferred income taxes                   |   | -                                                                        |       | 169 |   | - |   | - |   | 13 |   | 5,429 |   | - |   | 5,611 |   |
| Other assets                            |   | -                                                                        |       | 1,679 |   | 429 |   | 441 |   | 793 |   | 3,766 |   | - |   | 7,108 |   |
|                                    |   | $                                                                        | 217,744    |   | $ | 108,577 |   | $ | 36,347 |   | $ | 32,443 |   | $ | 336,905 |   | $ | 437,090 |   | $ | (754,323 | ) | $ | 414,783 |   |

 
|                                           |   | **LIABILITIES AND SHAREHOLDERS' EQUITY** |    |
|------------------------------------------------|--------|------------------------------------------|---------|
| Current liabilities:                           |   |                                     |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash overdrafts                                |   | $                                        | -       |   | $ | - |   | $ | - |   | $ | - |   | $ | 44 |   | $ | 3,656 |   | $ | - |   | $ | 3,700 |   |
| Accounts payable                               |   | -                                        |    | - |   | - |   | - |   | 170 |   | 66,570 |   | - |   | 66,740 |   |
| Accrued expenses and other current liabilities |   | (1,922                                   | )       | (1,588 | ) | (2,247 | ) | (1,972 | ) | (3,788 | ) | 36,656 |   | - |   | 25,139 |   |
| Current maturities of long-term debt           |   | -                                        |    | - |   | - |   | - |   | 11,051 |   | 31,987 |   | - |   | 43,038 |   |
| Total current liabilities                      |   | (1,922                                   | )       | (1,588 | ) | (2,247 | ) | (1,972 | ) | 7,477 |   | 138,869 |   | - |   | 138,617 |   |
| Long-term debt, less current maturities        |   | 37,216                                   |    | 70,605 |   | 27,179 |   | - |   | 43,358 |   | 5,042 |   | - |   | 183,400 |   |
| Amounts due to affiliates                      |   | 117,720                                  |    | 19,008 |   | 17,700 |   | 2,528 |   | 158,009 |   | 76,608 |   | (391,573 | ) | - |   |
| Deferred income taxes                          |   | (2,432                                   | )       | - |   | - |   | - |   | (28 | ) | 18,448 |   | - |   | 15,988 |   |
| Other liabilities                              |   | -                                        |    | - |   | - |   | - |   | 1,067 |   | 9,622 |   | - |   | 10,689 |   |
| Total liabilities                              |   | 150,582                                  |    | 88,025 |   | 42,632 |   | 556 |   | 209,883 |   | 248,589 |   | (391,573 | ) | 348,694 |   |
| Shareholders' equity:                          |   |                                     |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock                                   |   | 500                                      |    | 2 |   | 78 |   | 23 |   | 35,001 |   | 6,835 |   | (41,939 | ) | 500 |   |
| Additional paid-in capital                     |   | 65,218                                   |    | 20,726 |   | 6,922 |   | 9,077 |   | 149,085 |   | 369,643 |   | (567,451 | ) | 53,220 |   |
| Treasury stock                                 |   | (1,581                                   | )       | - |   | - |   | - |   | - |   | - |   | - |   | (1,581 | ) |
| Retained earnings (deficit)                    |   | 6,879                                    |    | 7,519 |   | (11,833 | ) | 27,918 |   | (53,029 | ) | (15,412 | ) | 61,624 |   | 23,666 |   |
| Dividends declared                             |   | -                                        |    | - |   | - |   | - |   | - |   | (165,518 | ) | 165,518 |   | - |   |
| Accumulated other comprehensive loss           |   | (3,854                                   | )       | (7,695 | ) | (1,452 | ) | (5,131 | ) | (4,035 | ) | (7,047 | ) | 19,498 |   | (9,716 | ) |
| Total shareholders' equity                     |   | 67,162                                   |    | 20,552 |   | (6,285 | ) | 31,887 |   | 127,022 |   | 188,501 |   | (362,750 | ) | 66,089 |   |
|                                           |   | $                                        | 217,744 |   | $ | 108,577 |   | $ | 36,347 |   | $ | 32,443 |   | $ | 336,905 |   | $ | 437,090 |   | $ | (754,323 | ) | $ | 414,783 |   |

 
|                                            |   | **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, net                       |   | 1                                                                        |   | 31 |   | - |   | - |   | 63 |   | 73,626 |   | - |   | 73,721 |   |
| Inventories                                     |   | -                                                                        |   | - |   | - |   | - |   | - |   | 81,215 |   | - |   | 81,215 |   |
| Other current  assets                           |   | 126                                                                      |   | - |   | - |   | - |   | 1,271 |   | 3,424 |   | - |   | 4,821 |   |
| Total current  assets                           |   | 127                                                                      |   | 31 |   | - |   | - |   | 1,361 |   | 166,372 |   | - |   | 167,891 |   |
| Property, plant  and equipment, net             |   | -                                                                        |   | - |   | - |   | - |   | 109 |   | 119,109 |   | - |   | 119,218 |   |
| Amounts due from  affiliates                    |   | 99,126                                                                   |   | 77,700 |   | 46,240 |   | 11,522 |   | 333,649 |   | 150,246 |   | (718,483 | ) | - |   |
| Goodwill, net                                   |   | -                                                                        |   | - |   | - |   | - |   | 8,083 |   | 105,241 |   | - |   | 113,324 |   |
| Investment in  consolidated subsidiaries        |   | 121,120                                                                  |     | 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 liabilities |   | 790                                                                      |     | 417 |     | (1,268 | ) | 1,079 |     | 505 |     | 25,123 |     | - |     | 26,646 |     |
| Current  maturities of long-term debt           |   | -                                                                        |     | - |     | - |     | - |     | 551 |     | 1,696 |     | - |     | 2,247 |     |
| Total current  liabilities                      |   | 790                                                                      |   | 417 |   | (1,268 | ) | 1,079 |   | 1,018 |   | 86,541 |   | - |   | 88,577 |   |
| Long-term debt,  less current maturities        |   | 37,216                                                                   |     | 70,605 |     | 27,179 |     | - |     | 65,517 |     | 32,764 |     | - |     | 233,281 |    |
| Amounts due to  affiliates                      |   | 120,090                                                                  |   | 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 liabilities                               |   | 155,666                                                                  |   | 86,190 |   | 40,545 |   | 8,422 |   | 353,275 |   | 423,663 |   | (718,483 | ) | 349,278 |   |
| Shareholders'  equity:                          |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock                                    |   | 500                                                                      |   | 2 |   | 78 |   | 23 |   | 35,001 |   | 6,835 |   | (41,939 | ) | 500 |   |
| Additional  paid-in capital                     |   | 65,218                                                                   |   | 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' equity                     |   | 64,707                                                                   |   | 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 |   |

** **
|                                                     |   | **Nine months ended September 28, 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      |   | $                                                                        | (6,061 | ) | $ | (2,025 | ) | $ | (1,035 | ) | $ | (2,701 | ) | $ | 155,882 |   | $ | 35,472 |   | $ | (165,518 | ) | $ | 14,014 |   |
|                                                     |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from investing activities:                    |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from sales of assets                            |   | -                                                                        |   | - |   | - |   | - |   | - |   | 1,267 |   | - |   | 1,267 |   |
| Capital expenditures                                     |   | -                                                                        |   | - |   | - |   | - |   | - |   | (6,469 | ) | - |   | (6,469 | ) |
| Contributed capital to subsidiaries                      |   | -                                                                        |   | - |   | - |   | - |   | (212,069 | ) | - |   | 212,069 |   | - |   |
| Net cash used in investing activities                    |   | -                                                                        |   | - |   | - |   | - |   | (212,069 | ) | (5,202 | ) | 212,069 |   | (5,202 | ) |
|                                                     |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from financing activities:                    |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net (repayments) borrowings on revolving credit facility |   | -                                                                        |   | - |   | - |   | - |   | (300 | ) | 5,345 |   | - |   | 5,045 |   |
| Repayment of long-term debt                              |   | -                                                                        |   | - |   | - |   | - |   | (11,358 | ) | (1,631 | ) | - |   | (12,989 | ) |
| Dividends paid                                           |   | -                                                                        |   | - |   | - |   | - |   | - |   | (165,518 | ) | 165,518 |   | - |   |
| Contributed capital from parent                          |   | -                                                                        |   | - |   | - |   | - |   | - |   | 212,069 |   | (212,069 | ) | - |   |
| Payment to terminate interest rate swap                  |   | -                                                                        |   | - |   | - |   | - |   | (3,160 | ) | - |   | - |   | (3,160 | ) |
| Change in cash overdrafts                                |   | -                                                                        |   | - |   | - |   | - |   | 230 |   | 1,761 |   | - |   | 1,991 |   |
| Due to/from affiliates                                   |   | 6,061                                                                    |   | 2,025 |   | 1,054 |   | 3,007 |   | 70,748 |   | (82,895 | ) | - |   | - |   |
| Net cash provided by/(used in) financing activities      |   | 6,061                                                                    |   | 2,025 |      | 1,054 |      | 3,007 |   | 56,160 |   | (30,869 | ) | (46,551 | ) | (9,113 | ) |
|                                                     |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Effect of exchange rate changes on cash                  |   | -                                                                        |   | - |      | (19 | ) | (190 | ) | - |   | (651 | ) | - |   | (860 | ) |
|                                                     |   |                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net increase/(decrease) in cash and equivalents          |   | -                                                                        |   | - |   | - |   | 116 |   | (27 | ) | (1,250 | ) | - |   | (1,161 | ) |
| Cash and equivalents at beginning of period              |   | -                                                                        |   | - |   | - |   | - |   | 27 |   | 8,107 |   | - |   | 8,134 |   |
| Cash and equivalents at end of period                    |   | $                                                                        | -      |   | $ | - |   | $ | - |   | $ | 116 |   | $ | - |   | $ | 6,857 |   | $ | - |   | $ | 6,973 |   |

 
|                                                     |   | **Nine months ended September 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** |   |
| Net cash (used in)/provided by operating activities      |   | $                                                                              | (3,548 | ) | $ | (1,602 | ) | $ | (1,063 | ) | $ | 2,619 |      | $ | 2,573 |      | $ | (604 | ) | $ | - |      | $ | (1,625 | ) |
| Cash flows from investing activities:                    |   |                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Purchases of businesses                                  |   | -                                                                              |   | - |   | - |   | - |   | - |   | (45,550 | ) | - |   | (45,550 | ) |
| Proceeds from sales of assets                            |   | -                                                                              |   | - |   | - |   | - |   | - |   | 397 |   | - |   | 397 |   |
| Capital expenditures                                     |   | -                                                                              |   | - |   | - |   | - |   | (28 | ) | (7,264 | ) | - |   | (7,292 | ) |
| Capital contributed to subsidiaries                      |   | -                                                                              |   | - |   | - |   | - |   | (45,015 | ) | - |   | 45,015 |   | - |   |
| Net cash used in investing activities                    |   | -                                                                              |   | - |   | - |   | - |   | (45,043 | ) | (52,417 | ) | 45,015 |   | (52,445 | ) |
| Cash flows from financing activities:                    |   |                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net borrowings (repayments) on revolving credit facility |   | -                                                                              |   | - |   | - |   | - |   | 37,000 |      | (12,117 | ) | - |   | 24,883 |   |
| Repayment of long-term debt                              |   | -                                                                              |   | - |   | - |   | - |   | (4,899 | ) | - |   | - |   | (4,899 | ) |
| Proceeds from long-term debt                             |   | -                                                                              |   | - |   | - |   | - |   | 40,000 |   | - |   | - |   | 40,000 |   |
| Purchase of treasury stock                               |   | (1,581                                                                         | ) | - |   | - |   | - |   | - |   | - |   | - |   | (1,581 | ) |
| Capital contributed from parent                          |   | -                                                                              |   | - |   | - |   | - |   | - |   | 45,015 |   | (45,015 | ) | - |   |
| Changes in cash overdrafts                               |   | -                                                                              |   | - |   | - |   | - |   | (1,623 | ) | 1,041 |   | - |   | (582 | ) |
| Due to/from affiliates                                   |   | 5,129                                                                          |   | 1,602 |   | 1,129 |   | (2,430 | ) | (29,545 | ) | 24,115 |   | - |   | - |   |
| Net cash provided by/(used in) financing activities      |   | 3,548                                                                          |   | 1,602 |   | 1,129 |      | (2,430 | ) | 40,933 |   | 58,054 |   | (45,015 | ) | 57,821 |   |
| Effect of exchange rate changes on cash                  |   | -                                                                              |   | - |   | (66 | ) | (189 | ) | - |   | (1,681 | ) | - |   | (1,936 | ) |
|                                                     |   |                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net (decrease)/increase in cash and equivalents          |   | -                                                                              |   | - |   | - |   | - |   | (1,537 | ) | 3,352 |   | - |   | 1,815 |   |
| Cash and equivalents at beginning of period              |   | -                                                                              |   | - |   | - |   | - |   | 1,537 |   | 11,848 |   | - |   | 13,385 |   |
| Cash and equivalents at end of period                    |   | $                                                                              | - |   | $ | - |   | $ | - |   | $ | - |   | $ | - |   | $ | 15,200 |   | $ | - |   | $ | 15,200 |   |

 

**Item2.  Management’s Discussion and Analysisof Financial Condition and Results of Operations**

 

# **Business Overview**

 

The following discussionshould be read in conjunction with the Condensed Consolidated FinancialStatements included elsewhere in this document, as well as the year-endConsolidated Financial Statements and Management’s Discussion and Analysisincluded in the Company’s Annual Report on Form 10-K for the year endedDecember 29, 2000.

 

The Company is an international producer of value-added aluminum,steel, vinyl and fiberglass fabricated products, with facilities strategicallylocated in the United Kingdom (“U.K.”), The Netherlands, France, and all majorregions of the continental United States (“U.S.”). Euramax’s core productsinclude specialty coated coils, aluminum recreational vehicle (“RV”) sidewalls,RV doors, farm and agricultural panels, roofing accessories, metal and vinylraincarrying systems, soffit and fascia systems, and vinyl replacementwindows.  The Company’s customersinclude original equipment manufacturers (“OEMs”) such as RV, commercial paneland transportation industry manufacturers; rural contractors; home centers;manufactured housing producers; distributors; industrial and architecturalcontractors; and home improvement contractors.

 

Financial results for thenine months ended September 28, 2001, compared to the same period of 2000,reflect strong demand in the U.S. for raincarrying systems and accessoryproducts from the home center industry and for vinyl windows from homeimprovement contractors.  Results alsoreflect sales growth to the European transportation industry, as the Companybroadens its product offerings to this industry.  Operational improvements at the Helena, Arkansas paintline andlower aluminum and steel costs have also improved operating results in the firstnine months of 2001.  Continued softdemand in the U.S. RV and manufactured housing markets, in addition to lowerdemand for painted aluminum and steel coil from industrial consumers in Europehave partially offset these improvements. These conditions contributed to increase operating earnings for the ninemonths ended September 29, 2001 to $29.9 million, from $29.2 million in thenine months ended September 28, 2000. Weak European currencies relative to the U.S. Dollar reduced operatingearnings by approximately $765.3 thousand for the nine months ended September29, 2001, compared to the nine months ended September 28, 2000.

 

**Results of Operations**

 

**Quarter Ended September 28, 2001 asCompared to Quarter Ended September 29, 2000**

 

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

 
|                             |   | **Quarters ended**            |   |
|----------------------------------|--------|-------------------------------|--------|
|                             |   | **September 28,********2001** |   | **September 29,  2000** |   |
|                             |   |                          |   |
| **Statements of Earnings Data:** |   |                          |   |   |   |
| Net sales                        |   | 100.0                         | %      | 100.0 | % |
| Costs and expenses:              |   |                          |   |   |   |
| Cost of goods sold               |   | 79.0                          |   | 83.3 |   |
| Selling and general              |   | 9.9                           |   | 9.0 |   |
| Depreciation and amortization    |   | 2.7                           |   | 2.7 |   |
| Earnings from operations         |   | 8.4                           |   | 5.0 |   |
| Interest expense, net            |   | (3.7                          | )      | (4.2 | ) |
| Other expense, net               |   | (0.1                          | )      | (0.2 | ) |
| Earnings before income taxes     |   | 4.6                           |   | 0.6 |   |
| Provision for income taxes       |   | 2.4                           |   | 0.9 |   |
| Net earnings (loss)              |   | 2.2                           | %      | (0.3 | )% |

 

 
|           |   | **Net Sales  Quarters ended** |    | **Earnings from Operations  Quarters ended** |   |
|----------------|--------|-------------------------------|---------|----------------------------------------------|--------|
|           |   |                          |    |
|           |   | **September 28,  2001**       |    | **September 29,********2000**                |   | **Increase/********(decrease)** |   | **September 28,  2001** |   | **September 29,  2000** |   | **Increase/********(decrease)** |   |
| *In thousands* |   |                          |    |                                         |   |   |   |
|           |   |                          |    |                                         |   |   |   |   |   |   |   |   |   |
| United States  |   | $                             | 118,771 |                                         | $      | 115,717 |   | 2.6 | % | $ | 11,263 |   | $ | 4,890 |   | 130.3 | % |
| Europe         |   | 40,558                        |    | 43,817                                       |   | (7.4 | )% | 2,095 |   | 3,011 |   | (30.4 | )% |
| Totals         |   | $                             | 159,329 |                                         | $      | 159,534 |   | (0.1 | )% | $ | 13,358 |   | $ | 7,901 |   | 69.1 | % |

 

*NetSales. *Net salesdecreased 0.1% to $159.3 million for the quarter ended September 28, 2001, from$159.5 million for the quarter ended September 29, 2000.  The net sales increase in the U.S. wasprincipally due to improved net sales of steel and aluminum roofing and sidingto the rural contractor market, continued strong sales of vinyl windows to homeimprovement contractors and growth in sales of rain carrying products todistributors.  Partially offsettingthese increases was continued weakness in sales to the recreational vehicle andmanufactured housing markets.  TheCompany’s U.S. subsidiaries are included in the U.S. Fabrication Segment (seeNote 10 to the Condensed Consolidated Financial Statements).

 

Excluding a decline in reported net sales of approximately $556.1thousand due to the weakening of foreign exchange rates relative to the U.S.Dollar, third quarter net sales in Europe decreased by approximately 6.2%compared to the same period in 2000. This decrease includes a decrease in net sales in the European RollCoating segment of 11.9%, partially offset by an increase in net sales in theEuropean Fabrication segment of 9.4% (see Note 10 to the Condensed ConsolidatedFinancial Statements).  Sales in theEuropean Roll Coating segment declined primarily from continued soft demandfrom industrial consumers for painted aluminum and steel sold from the UnitedKingdom and the Netherlands.  Weakdemand from the building and construction industry throughout Western Europe,most notably in Germany, was the primary factor in the decline in demand fromindustrial consumers.  Sales in theEuropean Fabrication segment increased primarily from improved sales fromFrance to the transportation industry in Western Europe, in addition toimproved sales of patio, shower and residential doors and bath enclosures tohome centers in the United Kingdom.

 

*Cost ofgoods sold. *Cost ofgoods sold, as a percentage of net sales, decreased to 79.0% for the quarterended September 28, 2001, from 83.3% for the quarter ended September 29,2000.  This decrease is primarilyattributable to lower aluminum and steel costs. The average primary aluminumprice on the London Metal Exchange declined approximately 11.8% in the quarterended September 28, 2001, compared to the quarter ended September 29,2000.  Lower steel costs have resultedfrom softness in the steel market resulting from lower worldwide demand.  Further cost reductions have been achievedthrough an improvement in operations at the coil coating facility in Helena,Arkansas, together with an overall reduction in workforce.

 

*Sellingand general. *Sellingand general expenses, as a percentage of net sales, increased to 9.9% for thequarter ended September 28, 2001, from 9.0% for the quarter ended September 29,2000.  This increase is primarilyattributable to increases in advertising, the provision for bad debts andemployee benefit costs.

 

*Depreciationand amortization. *Depreciationand amortization, as a percentage of net sales, was 2.7% for the quarters endedSeptember 28, 2001 and September 29, 2000.

 

*Earnings from operations. *As notedabove, earnings from operations in the U.S. increased to $11.3 million for thequarter ended September 28, 2001, from $4.9 million for the quarter ended September29, 2000.  Earnings from operations inEurope decreased to $2.1 million for the quarter ended September 28, 2001, from$3.0 million for the quarter ended September 29, 2000. The increase in earningsfrom operations in the U.S. is largely attributable to lower material costs,most notably the cost of aluminum, in addition to operational improvement atthe Helena, Arkansas paintline. Additionally, benefits from cost reduction activities begun at the endof 2000 were more pronounced on increasing U.S. sales volume.  The decrease in earnings from operations inEurope is largely attributable to a decline in sales volume from industrialconsumers of painted aluminum and steel sold from the United Kingdom and the Netherlands.Lower European earnings were also due to competitive pricing pressure in theUnited Kingdom where the strength of the British pound has limited exportopportunities to continental Europe and increased selling and general expenses.

 

*Interestexpense, net.*  Netinterest expense decreased to $5.9 million for the quarter ended September 28,2001, from $6.7 million for the quarter ended September 29, 2000. The decreasein interest expense is primarily due to a reduction in the amount ofoutstanding long-term debt.

 

*Other expenses, net.* Other expenses decreased to $93.6 thousandfor the quarter ended September 28, 2001, from $219.7 thousand for the quarterended September 29, 2000.  The decreasein other expenses is primarily the result of a decrease in the foreign exchangeloss recognized on foreign denominated long-term debt that is not hedged.

 

*Provisionfor income taxes.* Theincome tax provision for the period is based on the effective tax rate expectedto be applicable for the full year.  Theeffective rate for the provision for income taxes decreased to 53.2% from157.0% for the quarters ended September 28, 2001 and September 29, 2000,respectively.  The decrease in theeffective rate is primarily due to an adjustment made during the third quarterof 2000 to adjust the year-to-date provision to approximate the effective taxrate expected to be applicable for the full year.

 

**Nine Months Ended September 28, 2001 as Compared to NineMonths Ended September 29, 2000**

 

The followingtable sets forth the Company’s Statement of Earnings Data expressed as apercentage of net sales:

 
|                             |     | **Nine months ended** |   |
|----------------------------------|----------|-----------------------|--------|
|                             |     | **September 28,**     |   | **September 29,** |   |
|                             | **2001** | **2000**              |
| **Statements of Earnings Data:** |     |                  |   |   |   |
| Net sales                        |     | 100.0                 | %      | 100.0 | % |
| Costs and expenses:              |     |                  |   |   |   |
| Cost of goods sold               |     | 80.3                  |   | 82.0 |   |
| Selling and general              |     | 10.0                  |   | 9.0 |   |
| Depreciation and amortization    |     | 3.0                   |   | 2.7 |   |
| Earnings from operations         |     | 6.7                   |   | 6.3 |   |
| Interest expense, net            |     | (4.2                  | )      | (4.1 | ) |
| Other expense, net               |     | (0.7                  | )      | (0.2 | ) |
| Earnings before income taxes     |     | 1.8                   |   | 2.0 |   |
| Provision for income taxes       |     | 0.9                   |   | 1.1 |   |
| Net earnings                     |     | 0.9                   | %      | 0.9 | % |

 

** **
|           |   | **Net Sales**         |    | **Earnings from Operations** |   |
|----------------|--------|-----------------------|---------|------------------------------|--------|
|           |   | **Nine months ended** |    | **Nine months ended**        |   |
|           |   | **September 28,**     |    | **September 29,**            |   | **Increase/** |   | **September 28,** |   | **September 29,** |   | **Increase/** |   |
| *In thousands* |   | **2001**              |    | **2000**                     |   | **(decrease)** |   | **2001** |   | **2000** |   | **(decrease)** |   |
|           |   |                  |    |                         |   |   |   |   |   |   |   |   |   |
| United States  |   | $                     | 305,957 |                         | $      | 311,286 |   | (1.7 | ) % | $ | 17,827 |   | $ | 14,426 |   | 23.6 | % |
| Europe         |   | 142,206               |    | 154,236                      |   | (7.8 | ) % | 12,094 |   | 14,797 |   | (18.3 | )% |
| Totals         |   | $                     | 448,163 |                         | $      | 465,522 |   | (3.7 | ) % | $ | 29,921 |   | $ | 29,223 |   | 2.4 | % |

 

*NetSales. *Net salesdecreased 3.7% to $448.2 million for the nine months ended September 28, 2001,from $465.5 million for the nine months ended September 29, 2000.  Sales in the U.S. declined principally dueto lower net sales of aluminum and laminated fiberglass wall products to theU.S. RV market, in addition to lower net sales of steel and aluminum roofingand siding to the manufactured housing market. These decreases were partially offset by an increase in sales of raincarrying products to home centers, an increase in vinyl window sales to homeimprovement contractors and as a result of the Gutter World, Inc. and GlobalExpanded Metals, Inc. acquisitions in the second quarter of 2000 (see Note 2 tothe Condensed Consolidated Financial Statements).  The Company’s U.S. subsidiaries are included in the U.S.Fabrication Segment (see Note 10 to the Condensed Consolidated FinancialStatements).

 

Excluding a decline in reported net sales of approximately $8.4 milliondue to the weakening of foreign exchange rates relative to the U.S. Dollar, netsales in Europe decreased by approximately 2.3% for the nine months endedSeptember 28, 2001, compared to the same period in 2000.  This decrease included a decrease in netsales in the European Roll Coating segment of 4.4% and an increase in net salesin the European Fabrication segment of 2.7% (see Note 10 to the CondensedConsolidated Financial Statements). Sales in the European Roll Coating segment declined primarily fromsoftening demand from industrial consumers for painted aluminum and steel fromthe United Kingdom and the Netherlands. Sales in the European Fabrication segment increased primarily fromimproved sales from France to the transportation industry in Western Europe.

 

*Cost ofgoods sold. *Cost ofgoods sold, as a percentage of net sales, decreased to 80.3% for the ninemonths ended September 28, 2001, from 82.0% for the nine months ended September29, 2000.  This decrease is primarilyattributable to lower raw material and labor costs.

 

*Sellingand general. *Sellingand general expenses, as a percentage of net sales, increased to 10.0% for thenine months ended September 28, 2001, from 9.3% for the nine months endedSeptember 29, 2000. This increase is primarily attributable to an increase inadvertising, product warranty, the provision for bad debts and employee benefitcosts, together with lower net sales.

 

*Depreciationand amortization. *Depreciationand amortization, as a percentage of net sales, was 3.0% for the nine monthsended September 28, 2001, compared to 2.4% for the nine months ended September29, 2000.  This increase in depreciationand amortization is primarily the result of business acquisitions and thereduction in net sales.

 

*Earnings from operations. *As notedabove, earnings from operations in the U.S. increased to $17.8 million for thenine months ended September 28, 2001, from $14.4 million for the nine monthsended September 29, 2000, and earnings from operations in Europe decreased to$12.1 million for the nine months ended September 28, 2001, from $14.8 millionfor the nine months ended September 29, 2000. The increase in earnings from operations in the U.S. is largelyattributable to lower raw material costs, most notably for aluminum, inaddition to operational improvement at the Helena, Arkansas paintline and lowerselling and general expenses.   Thedecrease in earnings from operations in Europe is partially attributable to theweakening of European currencies relative to the U.S. Dollar, which reduced reportedoperating earnings by $765.3 thousand compared to same period in 2000.  Additionally, lower European earningsresulted from competitive pricing pressure in the United Kingdom, less salesvolume and an increase in selling and general expenses.

 

*Interestexpense, net.*  Netinterest expense increased to $19.0 million for the nine months ended September28, 2001, from $18.9 million for the nine months ended September 29, 2000.  The increase in interest expense isprimarily due to additional borrowings in April 2000 relating to the GutterWorld and Global Acquisition.

* *

*Other expenses, net.* Other expenses increased to $2.9 million forthe nine months ended September 28, 2001, from $871.2 thousand for the ninemonths ended September 29, 2000.  Theincrease in other expenses is primarily the result of the change in fair valueof the Company’s derivative instruments that are not designated as hedges underSFAS 133 (see Note 3 to the Condensed Consolidated Financial Statements).  SFAS 133 was adopted by the Companyeffective December 30, 2000.

 

*Provision 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 decreased to 52.6% from 55.0% for the nine monthsended September 28, 2001 and September 29, 2000, respectively.  The decrease in the effective rate isprimarily due to higher earnings in 2001, mitigating the effect of permanentdifferences for non-deductible items on the effective tax rate.

 

**Liquidity and 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 September 28, 2001, included $57.5 million fully availableunder its revolving credit facility and $7.0 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.

 

Borrowingsunder the Company’s revolving credit facility become due on June 30, 2002, atwhich date the facility expires. Accordingly, amounts outstanding on the revolving credit facility areclassified within current maturities of long-term debt as of September 28,2001.  The Company intends to refinanceborrowings under the revolving credit facility prior to its maturity.  The Company’s management believes that itwill be able to effect this refinancing based upon current expectations foroperating performance and future liquidity needs, although no assurance to thataffect can be given.

 

The Company’s leveragedfinancial position requires that a substantial portion of the Company’s cashflow from operations be used to pay interest on the Notes, principal andinterest under the Company’s Credit Agreement and other indebtedness.  Significant increases in the floatinginterest rates on the Term Loans and Revolving Credit Facility would result inincreased debt service requirements, which may reduce the funds available forcapital expenditures and other operational needs.  In addition, the Company’s leveraged position may impede itsability to obtain financing in the future for working capital, capitalexpenditures and general corporate purposes. Further, the Company’s leveraged position may make it more vulnerable toeconomic downturns, may limit its ability to withstand competitive pressures,and may limit its ability to comply with restrictive financial covenantsrequired under its Credit Agreement.

 

The Company’s primary source of liquidity is funds generated fromoperations, which are supplemented by borrowings under the CreditAgreement.  Net cash provided by (usedin) operating activities for the nine months ended September 28, 2001 andSeptember 29, 2000, were $14.0 million and $(1.6) million, respectively. Theincrease in cash provided by operating activities for the nine months endedSeptember 28, 2001, compared to the nine months ended September 29, 2000, isprimarily related to a reduction in inventory levels resulting from a focusedeffort to reduce working capital levels.

 

 

Net cash used in investing activities decreased to $5.2 million for thenine months ended September 28, 2001, from $52.4 million for the nine monthsended September 29, 2000.  This decreaseis primarily a result of the Gutter World and Global Acquisition which occurredin April 2000.

 

Net cash (used in) provided by financing activities decreased to $(9.1)million for the nine months ended September 28, 2001, from $57.8 million forthe nine months ended September 29, 2000, primarily due to borrowings under theCredit Agreement which occurred in April 2000 related to the Gutter World andGlobal Acquisition.  Additionally, thedecrease in net cash (used in) provided by financing activities resulted fromreduced borrowings under the Credit Agreement as a result of lower workingcapital needs in the nine months ended September 28, 2001, compared to the ninemonths ended September 29, 2000.

 

The above-noted sources are expected to provide the liquidity required,if necessary, to supplement cash from operations, although no assurance to thateffect can be given.

 

*CapitalExpenditures.*  TheCompany’s capital expenditures were $6.5 million and $7.3 million for the ninemonths ended September 28, 2001 and September 29, 2000, respectively. Capitalexpenditures in 2001 include approximately $1.2 million for improvements to thepaintlines in Helena, Arkansas; Corby, England; and Roermond, The Netherlands;and approximately $2.8 million for several projects related to businessexpansion.  Capital expenditures in 2000included approximately $2.6 million for several projects related to businessexpansion and cost reduction activities, and approximately $1.0 million forimprovements to the paintlines in Helena, Arkansas; Roermond, the Netherlands;and Corby, England.  The balance ofcapital expenditures in both periods related to purchases and upgrades offabricating equipment, transportation and material moving equipment, and informationsystems.

 

The Company has made and will continue to make capital expenditures tocomply with Environmental Laws.  TheCompany estimates that its environmental capital expenditures for 2001 willapproximate $150.0 thousand.

 

*Working Capital Management.*  Working capital was $40.9 million as ofSeptember 28, 2001, compared to $79.3 million as of December 29, 2000. Thedecrease in working capital is largely attributable to the classification ofthe Company’s revolving credit facility within current maturities of long-termdebt as of September 28, 2001. The revolving credit facility was classified aslong-term debt as of December 29, 2000. Additionally, inventories have declined $10.1 million from December 29,2000 to September 28, 2001, resulting from a focused effort to reduce workingcapital levels and lower aluminum and steel costs.  Partially offsetting these reductions in working capital was aseasonal increase in trade accounts receivable.

 

# **EnvironmentalMatters**

 

The Company’s exposure toenvironmental matters has not changed significantly from the year endedDecember 29, 2000.  For detailedinformation regarding environmental matters, see “Management’s Discussion andAnalysis – Risk Management” set forth in the Company’s Annual Report on Form10-K for the year ended December 29, 2000.

 

**NoteRegarding Forward-Looking Statements:**  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-lookingstatements include terminology such as “expects,” “anticipates,” “intends,”“plans,” “believes,” “estimates,” or variations of such words and similarexpressions regarding beliefs, plans, expectations or intentions regarding thefuture.  Forward-looking statements inthis report include, but are not limited to: (1) statements regarding theCompany’s belief that borrowings under the revolving credit facility will berefinanced prior to its maturity; (2) statements regarding the Companyanticipating the amendment to the Credit Agreement dated March 19, 2001,provides flexibility sufficient to prevent an event of default during 2001resulting from a breach of restrictive covenants; and (3) statements regardingthe Company’s expectation that its sources of liquidity will provide theliquidity required, if necessary, to supplement lower cash flow fromoperations.  These forward-looking statementsare based on a number of assumptions that could ultimately prove inaccurate,and, therefore, there can be no assurance that they will prove to beaccurate.  All such forward-lookingstatements are subject to the safe harbor created by the Private SecuritiesLitigation Reform Act of 1995.  Important factors that could cause future financial performance todiffer materially and significantly from past results and from those expressedor implied in this document include, without limitation, the risks ofacquisition of businesses (including limited knowledge of the businessesacquired and misrepresentations by sellers), changes in business strategy ordevelopment plans, the cyclical demand for the Company’s products, the supplyand/or price of aluminum and other raw materials, currency exchange ratefluctuations, environmental regulations, availability of financing,competition, reliance on key management personnel, ability to manage growth,loss of customers, and a variety of other factors.  For further information on these and other risks, see the “RiskFactors” section of Item 1 of the Company’s Annual Report on Form 10-K for theyear ended December 29, 2000, as well as the Company’s other filings with theSecurities and Exchange Commission.  TheCompany assumes no obligation to update publicly its forward-lookingstatements, whether as a result of new information, future events or otherwise.

 

**Item3.  Quantitative and QualitativeDisclosures about Market Risk**

 

The following discussionabout the Company’s risk-management activities includes forward-lookingstatements that involve risk and uncertainties.  Actual results could differ materially from those projected inthe forward-looking statement.  See“Note Regarding Forward Looking Statements” for additional informationregarding 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, with the exception of the termination ofthe interest rate swap and cap agreement (see Note 7 to the CondensedConsolidated Financial Statements).  Fordetailed information regarding the Company’s risk management, see “Management’sDiscussion and Analysis – Risk Management” and "Item 7A. Quantitative andQualitative Disclosures about Market Risk” set forth in the Company’s AnnualReport on Form 10-K for the year ended December 29, 2000.

 

**Interest Rate Risk**

 

Thisanalysis presents the hypothetical loss in fair value and increase in interestexpense of those financial instruments and derivative instruments held by theCompany at September 28, 2001, which are sensitive to changes in interestrates.  All other factors remainingunchanged, a hypothetical 10 percent increase in interest rates would decreasethe fair value of the Company’s fixed-rate, long-term debt outstanding atSeptember 28, 2001, by approximately $6.0 million, based upon the use of adiscounted cash flow model, as compared to a hypothetical decrease in fairvalue of approximately $6.7 million at December 29, 2000.

 

Ahypothetical 10 percent increase in interest rates for one year on theCompany’s variable rate financial instruments and derivative instruments wouldincrease interest expense by approximately $519.0 thousand as calculated atSeptember 28, 2001, compared to a hypothetical increase in interest expense ofapproximately $919.0 thousand as calculated at December 29, 2000.

 

**Foreign Currency Exchange Risk**

 

Thisanalysis presents the hypothetical increase in foreign exchange loss andincrease in interest expense related to those financial instruments andderivative instruments held by the Company at September 28, 2001, which aresensitive to changes in foreign currency exchange risks.  A hypothetical 10 percent decrease inforeign currency exchange rates would increase the Company’s foreign exchangeloss by approximately $860.0 thousand for those financial instruments andderivative instruments affected by foreign currency exchange fluctuations, ascompared to a hypothetical increase in foreign exchange loss of approximately$844.2 thousand for the year ended December 29, 2000.

 

Allother factors remaining unchanged, a hypothetical 10 percent increase inforeign currency exchange rates for one year would increase interest expense byapproximately $421.0 thousand as calculated at September 28, 2001, for thosefinancial instruments and derivative instruments affected by foreign currencyexchange fluctuations, as compared to a hypothetical increase in interestexpense of approximately $497.3 thousand as calculated at December 29, 2000.**Part II -Other Information**

 

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

 

(a)(1)       The following consolidated financial statements of EuramaxInternational, Inc. and its subsidiaries are included in Part I, Item 1.

 

                CondensedConsolidated Statements of Operations for the quarters and nine months endedSeptember 28, 2001 and September 29, 2000

 

                CondensedConsolidated Balance Sheets at September 28, 2001 and December 29, 2000

 

            CondensedConsolidated Statements of Cash Flows for the nine months ended September 28,2001 and September 29, 2000

 

                Notesto Condensed Consolidated Financial Statements

 

(b)           The Company filed no reports on Form8-K during the three months ended September 28, 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 1985                                                                                                                                                                                                                                              |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2.3******** | 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 plc                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.2*        | Memorandum and Articles of Association of Euramax European Holdings  plc                                                                                                                                                                                                                                                                                                                                                                                                    |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.3*        | 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 depositary                                                                                                                                                                                                                                                     |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.5*        | 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 Trustee                                                                                                                                                                                             |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1*       | 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 plc                                                                                                                                                                                                                                                                                                                                                |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.5*       | Domestic Security Agreement, dated as of September 25, 1996, by  Amerimax Holdings, Inc. in favor of Banque Paribas, as agent                                                                                                                                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.6*       | Domestic Security Agreement, dated as of September 25, 1996, by  Amerimax Fabricated Products, Inc. in favor of Banque Paribas, as agent                                                                                                                                                                                                                                                                                                                                    |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.7*       | Domestic Security Agreement, dated as of September 25, 1996, by  Amerimax Home Products, Inc. in favor of Banque Paribas, as agent                                                                                                                                                                                                                                                                                                                                          |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.8*       | Domestic Security Agreement, dated as of September 25, 1996, by  Amerimax Building Products, Inc. in favor of Banque Paribas, as agent                                                                                                                                                                                                                                                                                                                                      |

 
| 10.9*           | Domestic Security Agreement, dated as of September 25, 1996, by  Amerimax Coated Products, Inc. in favor of Banque Paribas, as agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.10*          | Domestic Security Agreement, dated as of September 25, 1996, by  Johnson Door Products, Inc. in favor of Banque Paribas, as agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.11*          | Domestic Security Agreement, dated as of September 25, 1996, by Amerimax  Specialty  Products, Inc. in favor of  Banque Paribas, as agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.12*          | 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 therein                                                                                                                                                                                                                                                                                                                                                   |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.13*          | U.S. Holdings Guaranty, dated as of September 25, 1996, by Amerimax  Holdings, Inc. in favor of the Guaranteed Parties referred to therein                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.14*          | U.S. Holdings Pledge Agreement, dated as of September 25, 1996, by  Amerimax Holdings, Inc., to Banque Paribas, as Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.15*          | U.S. Operating Co. Guaranty, dated as of September 25, 1996, by  Amerimax Fabricated Products, Inc. in favor of the Guarantied Parties  referred to therein                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.16*          | U.S. Operating Co. Pledge Agreement dated as of September 25, 1996, by  Amerimax Fabricated Products, Inc. to Banque Paribas, as Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.17*          | Euramax Assignment Agreement, dated as of September 25, 1996, by  Euramax International plc in favor of Banque Paribas, as Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.18*          | Euramax Pledge Agreement, dated as of September 25, 1996, by Euramax  International plc to Banque Paribas, as Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.19*          | Building Products Pledge Agreement, dated as of September 25, 1996, by  Amerimax Building Products, Inc. to Banque Paribas, as Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.20*          | Dutch Holdings Guaranty, dated as of September 25, 1996, by Euramax  European Holdings B.V. in favor of the Guarantied Parties referred to therein                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.21*          | Dutch Company Guaranty, dated as of September 25, 1996, by Euramax  Netherlands B.V., in favor of the Guarantied Parties referred to therein                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.22*          | Dutch Operating Co. Guaranty, dated as of September 25, 1996, by  Euramax Europe B.V., in favor of the Guarantied Parties referred to therein                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.23*          | Dutch Subsidiary Guaranty,  dated as of September 25, 1996, by Euramax

Coated Products B.V., in favor  of the Guarantied Parties referred to therein                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.24***        | 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 Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.27****       | Phantom Stock Plan effective January 1, 1999, by Euramax International  Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.28*****      | 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, 1997                                                                                                                                                                                                                                                                                                                                                                                                             |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.29*******    | 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 Documents                                                                                                                                                                                                                                                                                                                                                                |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.30*******    | 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 Documents                                                                                                                                                                                                                                                                                                                                                        |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.31*********  | 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, 1997                                                                                                                                                                                                                                                                                                                                                                                                               |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.32********** | 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 therequirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934,Euramax International, Inc. has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.**

 

###### **EURAMAXINTERNATIONAL, INC.**

 
| **Signature**        |   | **Title**                             |   | **Date**         |
|----------------------|--------|---------------------------------------|--------|------------------|
|                 |   |                                  |   |             |
|                 |   |                                  |   |             |
| /s/ J. DAVID SMITH   |   | Chief Executive Officer and President |   | November 8, 2001 |
| J.  David Smith      |   |                                  |   |             |
|                 |   |                                  |   |             |
|                 |   |                                  |   |             |
|                 |   |                                  |   |             |
| /s/ R. SCOTT VANSANT |   | Chief Financial Officer and Secretary |   | November 8, 2001 |
| R. Scott Vansant     |   |                                  |   |             |