**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q**

 

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

 

**For the quarterly period endedSeptember 27, 2002**

 

**OR**

 

**o        TRANSITION REPORT PURSUANT TO SECTION 13OR 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 itscharter)

 
| **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.

ýYes     oNo

 

                As of November 5,2002, Registrant had outstanding 445,822.44 shares of Class A common stock and44,346.80 shares of Class B common stock.

 

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**Part I - Financial Information**

 

**Item 1.  FinancialStatements**

 

 

**Euramax International, Inc. and Subsidiaries**

**Condensed Consolidated Statements of Operations**

**(Thousands of U.S. Dollars)**

**(Unaudited)**

 
|                           |   | **Quarters  ended** |    | **Nine  months ended** |   |
|--------------------------------|--------|---------------------|---------|------------------------|--------|
|                           |   | **September  27,**  |    | **September  28,**     |   | **September  27,** |   | **September  28,** |   |
|                           |   | **2002**            |    | **2001**               |   | **2002** |   | **2001** |   |
|                           |   |                |    |                   |   |   |   |   |   |
| Net sales                      |   | $                   | 175,183 |                   | $      | 159,329 |   | $ | 479,811 |   | $ | 448,163 |   |
|                           |   |                |    |                   |   |   |   |   |   |
| Costs and  expenses:           |   |                |    |                   |   |   |   |   |   |
| Cost of goods  sold            |   | 138,832             |    | 125,793                |   | 377,949 |   | 359,966 |   |
| Selling and  general           |   | 16,070              |    | 15,795                 |   | 47,019 |   | 45,016 |   |
| Depreciation and  amortization |   | 3,391               |    | 4,383                  |   | 9,840 |   | 13,260 |   |
| Earnings from  operations      |   | 16,890              |    | 13,358                 |   | 45,003 |   | 29,921 |   |
|                           |   |                |    |                   |   |   |   |   |   |
| Interest expense,  net         |   | (5,913              | )       | (5,911                 | )      | (17,146 | ) | (18,963 | ) |
| Other income  (expense), net   |   | 184                 |    | (94                    | )      | 726 |   | (2,912 | ) |
| Earnings before  income taxes  |   | 11,161              |    | 7,353                  |   | 28,583 |   | 8,046 |   |
| Provision for  income taxes    |   | 4,333               |    | 3,911                  |   | 11,115 |   | 4,232 |   |
| Net earnings                   |   | $                   | 6,828   |                   | $      | 3,442 |   | $ | 17,468 |   | $ | 3,814 |   |

 

The accompanyingnotes are an integral part of these condensed consolidated financialstatements.

 

 

2

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

 

 
|                                            |   | **September 27,** |    | **December 28,** |   |
|-------------------------------------------------|--------|-------------------|---------|------------------|--------|
|                                            |   | **2002**          |    | **2001**         |   |
| **ASSETS**                                      |   |              |    |             |   |
| Current assets:                                 |   |              |    |             |   |
| Cash and  equivalents                           |   | $                 | 8,913   |             | $      | 5,897 |   |
| Accounts  receivable, net                       |   | 105,858           |    | 77,257           |   |
| Inventories                                     |   | 88,176            |    | 64,114           |   |
| Other current  assets                           |   | 5,875             |    | 5,320            |   |
| Total current  assets                           |   | 208,822           |    | 152,588          |   |
| Property, plant  and equipment, net             |   | 109,924           |    | 110,845          |   |
| Goodwill, net                                   |   | 109,469           |    | 107,258          |   |
| Deferred income  taxes                          |   | 4,302             |    | 6,886            |   |
| Other assets                                    |   | 5,439             |    | 6,674            |   |
|                                            |   | $                 | 437,956 |             | $      | 384,251 |   |
|                                            |   |              |    |             |   |
| **LIABILITIES  AND SHAREHOLDERS' EQUITY**       |   |              |    |             |   |
| Current  liabilities:                           |   |              |    |             |   |
| Cash overdrafts                                 |   | $                 | 989     |             | $      | 1,419 |   |
| Accounts payable                                |   | 72,262            |    | 53,439           |   |
| Accrued expenses  and other current liabilities |   | 40,214            |    | 27,681           |   |
| Total current  liabilities                      |   | 113,465           |    | 82,539           |   |
| Long-term debt,  less current maturities        |   | 205,431           |    | 207,724          |   |
| Deferred income  taxes                          |   | 19,475            |    | 16,563           |   |
| Other  liabilities                              |   | 17,547            |    | 15,931           |   |
| Total  liabilities                              |   | 355,918           |    | 322,757          |   |
| Shareholders'equity:                            |   |              |    |             |   |
| Common stock                                    |   | 500               |    | 500              |   |
| Additional  paid-in capital                     |   | 53,220            |    | 53,220           |   |
| Treasury stock                                  |   | (2,056            | )       | (1,581           | )      |
| Retained  earnings                              |   | 42,050            |    | 24,582           |   |
| Accumulated  other comprehensive loss           |   | (11,676           | )       | (15,227          | )      |
| Total  shareholders' equity                     |   | 82,038            |    | 61,494           |   |
|                                            |   | $                 | 437,956 |             | $      | 384,251 |   |

 

The accompanyingnotes are an integral part of these condensed consolidated financialstatements.

 

3

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

 
|                                             |   | **September  27,** |   | **September  28,** |   |
|--------------------------------------------------|--------|--------------------|--------|--------------------|--------|
|                                             |   | **2002**           |   | **2001**           |   |
|                                             |   |               |   |               |   |
| Net cash  provided by operating activities       |   | $                  | 10,592 |               | $      | 14,014 |   |
|                                             |   |               |   |               |   |
| Cash flows from  investing activities:           |   |               |   |               |   |
| Proceeds from  sales of assets                   |   | 474                |   | 1,267              |   |
| Capital  expenditures                            |   | (4,583             | )      | (6,469             | )      |
| Net cash used in  investing activities           |   | (4,109             | )      | (5,202             | )      |
|                                             |   |               |   |               |   |
| Cash flows from  financing activities:           |   |               |   |               |   |
| Net borrowings  on revolving credit facility     |   | 33,655             |   | 5,045              |   |
| Repayment of  long-term debt                     |   | (38,951            | )      | (12,989            | )      |
| Changes in cash  overdrafts                      |   | (430               | )      | 1,991              |   |
| Proceeds from  settlement of currency swap       |   | 2,790              |   | —             |   |
| Payment to  terminate interest rate swap         |   | —             |   | (3,160             | )      |
| Purchase of  treasury stock                      |   | (475               | )      | —             |   |
| Deferred  financing fees                         |   | (1,520             | )      | —             |   |
| Net cash used in  financing activities           |   | (4,931             | )      | (9,113             | )      |
|                                             |   |               |   |               |   |
| Effect of  exchange rate changes on cash         |   | 1,464              |   | (860               | )      |
|                                             |   |               |   |               |   |
| Net increase  (decrease) in cash and equivalents |   | 3,016              |   | (1,161             | )      |
| Cash and  equivalents at beginning of period     |   | 5,897              |   | 8,134              |   |
| Cash and  equivalents at end of period           |   | $                  | 8,913  |               | $      | 6,973 |   |
|                                             |   |               |   |               |   |

 

The accompanying notes arean integral part of these condensed consolidated financial statements.

 

4

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**Euramax International, Inc. and SubsidiariesNotes to Condensed Consolidated Financial Statements(Thousands of 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 accounting principles generally accepted in the United Statesfor interim financial information and with the rules and regulations of the Securitiesand Exchange Commission (the “SEC”). Accordingly, they do not include all ofthe information and footnotes required by accounting principles generallyaccepted in the United States for complete financial statements. In the opinionof the management of the Company, these statements include all adjustmentsnecessary for a fair presentation of the results of all interim periodsreported herein. All adjustments are of a normal recurring nature unlessotherwise disclosed. Management believes that the disclosures made are adequatefor a fair presentation of results of operations, financial position and cashflows. These Condensed Consolidated Financial Statements should be read inconjunction with the year-end Consolidated Financial Statements and accompanyingnotes included in the Company’s Annual Report on Form 10-K for the year endedDecember 28, 2001. Operating results for the period ended September 27, 2002,are not necessarily indicative of future results that may be expected for theyear ending December 27, 2002.

 

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

 

Certain 2001 amounts have been reclassified to conform to current yearpresentation.

 

**2.  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 28, 2001, set forth in the Company’s Annual Report on Form 10-K.

 

The Company adopted SFAS No. 142, “Goodwill and Other IntangibleAssets”, effective December 29, 2001. Under SFAS No. 142, goodwill andindefinite lived intangible assets are no longer amortized, but are reviewedannually for impairment. Separable intangible assets that are not deemed tohave an indefinite life will continue to be amortized over their useful lives.The Company has completed the transitional goodwill impairment test requiredupon adoption of SFAS No. 142 and determined that there is no impairment to itsrecorded goodwill balances. Had the Company been accounting for its goodwillunder SFAS No. 142 for all periods presented, the Company’s net earnings wouldhave been as follows:

 
|                               |   | **Quarters  ended** |   | **Nine  months ended** |   |
|------------------------------------|--------|---------------------|--------|------------------------|--------|
|                               |   | **September  27,**  |   | **September  28,**     |   | **September  27,** |   | **September  28,** |   |
|                               |   | **2002**            |   | **2001**               |   | **2002** |   | **2001** |   |
| Reported net  earnings             |   | $                   | 6,828  |                   | $      | 3,442 |   | $ | 17,468 |   | $ | 3,814 |   |
| Goodwill  amortization, net of tax |   | —              |   | 988                    |   | — |   | 2,972 |   |
| Adjusted net  earnings             |   | $                   | 6,828  |                   | $      | 4,430 |   | $ | 17,468 |   | $ | 6,786 |   |
|                               |   |                |   |                   |   |   |   |   |   |

 

 

5

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Thechange in goodwill, net from December 28, 2001 to September 27, 2002, is aresult of the change in foreign exchange rates used in converting the localcurrency goodwill balance into U.S. Dollars.

 

**3.  Inventories:**

 

Inventorieswere comprised of:

 
|               |   | **September  27,** |   | **December  28,** |   |
|--------------------|--------|--------------------|--------|-------------------|--------|
|               |   | **2002**           |   | **2001**          |   |
| Raw materials      |   | $                  | 66,003 |              | $      | 50,206 |   |
| Work in process    |   | 3,371              |   | 2,449             |   |
| Finished  products |   | 18,802             |   | 11,459            |   |
|               |   | $                  | 88,176 |              | $      | 64,114 |   |

 

**4.  Long-Term Obligations:**

 

Long-termobligations consisted of the following:

 
|                                       |   | **September  27,** |    | **December  28,** |   |
|--------------------------------------------|--------|--------------------|---------|-------------------|--------|
|                                       |   | **2002**           |    | **2001**          |   |
| Credit Agreement:                          |   |               |    |              |   |
| Revolving Credit  Facility                 |   | $                  | 70,431  |              | $      | 33,773 |   |
| Term Loans                                 |   | —             |    | 38,951            |   |
| 11.25% Senior  Subordinated Notes due 2006 |   | 135,000            |    | 135,000           |   |
|                                       |   | $                  | 205,431 |              | $      | 207,724 |   |
|                                       |   |               |    |              |   |

 

Effective March 15, 2002, the Company and its Lenders amended andrestated the Credit Agreement to, among other items, increase the RevolvingCredit Facility from $100.0 million to $110.0 million; refinance outstandingTerm Loans through borrowings under the Revolving Credit Facility; and extendthe expiration date of the Revolving Credit Facility from June 30, 2002 to June30, 2005. For further information on the amendment and restatement of theCredit Agreement, seeNote 4 to the Condensed Consolidated Financial Statements of the Company forthe quarter ended March 29, 2002, set forth in the Company’s Quarterly Reporton Form 10-Q.

 

As of September 27, 2002, an undrawn amount of $39.6 million remainedunder the Revolving Credit Facility, all of which was available.

 

 

 

6

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**5.  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 volumetric shareof the waste at a given site, the remedial action required, the total cost ofremediation, 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. The Company does not believe that it has any significantprobable liability for environmental claims. Further, the Company believes itto be unlikely that the Company would be required to bear environmental costsin excess of its pro rata share of such costs as a potentially responsibleparty at any site.

 

7

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**6.****             ****Comprehensive Income:**

 
|                                           |   | **Quarters  ended** |   | **Nine  months ended** |   |
|------------------------------------------------|--------|---------------------|--------|------------------------|--------|
|                                           |   | **September 27,**   |   | **September  28,**     |   | **September  27,** |   | **September  28,** |   |
|                                           |   | **2002**            |   | **2001**               |   | **2002** |   | **2001** |   |
| Net earnings                                   |   | $                   | 6,828  |                   | $      | 3,442 |   | $ | 17,468 |   | $ | 3,814 |   |
| Other  comprehensive earnings (loss):          |   |                |   |                   |   |   |   |   |   |
| Foreign currency  translation adjustment       |   | (750                | )      | 2,349                  |   | 3,754 |   | (1,008 | ) |
| Gain (loss) on  derivative instruments, net:   |   |                |   |                   |   |   |   |   |   |
| Cumulative  effect of adopting SFAS 133        |   | —              |   | —                 |   | — |   | (2,014 | )  |
| Net changes in  fair value of derivatives      |   | (503                | )      | (596                   | )      | (1,856 | ) | 1,006 |   |
| Net gains  reclassified from OCI into earnings |   | 399                 |   | 792                    |   | 1,653 |   | 510 |   |
|                                           |   |                |   |                   |   |   |   |   |   |
| Comprehensive  income                          |   | $                   | 5,974  |                   | $      | 5,987 |   | $ | 21,019 |   | $ | 2,308 |   |

 

**7.  Income Taxes:**

 

The income tax provision for the nine months endedSeptember 27, 2002 and September 28, 2001 is computed at the effective rateexpected to be applicable for the full year using the statutory rates on acountry by country basis.

 

 

8

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**8.  SegmentInformation:**

 

For detailed information regarding the Company’sreportable segments, see Note 13 to the Consolidated Financial Statements ofthe Company for the year ended December 28, 2001, set forth in the Company’sAnnual Report on Form 10-K.

 

Information about reportedsegments and a reconciliation of total segment sales to total consolidatedsales and of total segment EBITDA to total consolidated earnings before incometaxes, for the quarters and nine months ended September 27, 2002 and September28, 2001, is as follows:

 
|                                           |   | **Quarters  Ended** |    | **Nine  months ended** |   |
|------------------------------------------------|--------|---------------------|---------|------------------------|--------|
|                                           |   | **September 27,**   |    | **September  28,**     |   | **September  27,** |   | **September  28,** |   |
|                                           |   | **2002**            |    | **2001**               |   | **2002** |   | **2001** |   |
| **Sales**                                      |   |                |    |                   |   |   |   |   |   |
| European Roll  Coating                         |   | $                   | 29,746  |                   | $      | 28,570 |   | $ | 95,309 |   | $ | 100,197 |   |
| U.S. Fabrication                               |   | 129,373             |    | 118,771                |   | 336,266 |   | 305,962 |   |
| European  Fabrication                          |   | 16,748              |    | 12,586                 |   | 50,251 |   | 43,897 |   |
| Total segment  sales                           |   | 175,867             |    | 159,927                |   | 481,826 |   | 450,056 |   |
|                                           |   |                |    |                   |   |   |   |   |   |
| Eliminations                                   |   | (684                | )       | (598                   | )      | (2,015 | ) | (1,893 | ) |
| Consolidated net  sales                        |   | $                   | 175,183 |                   | $      | 159,329 |   | $ | 479,811 |   | $ | 448,163 |   |
|                                           |   |                |    |                   |   |   |   |   |   |
| **EBITDA**                                     |   |                |    |                   |   |   |   |   |   |
| European Roll  Coating                         |   | $                   | 3,257   |                   | $      | 2,531 |   | $ | 12,256 |   | $ | 11,675 |   |
| U.S. Fabrication                               |   | 16,012              |    | 14,565                 |   | 39,149 |   | 27,458 |   |
| European  Fabrication                          |   | 1,818               |    | 1,120                  |   | 5,863 |   | 5,337 |   |
| Total EBITDA for  reportable segments          |   | 21,087              |    | 18,216                 |   | 57,268 |   | 44,470 |   |
|                                           |   |                |    |                   |   |   |   |   |   |
| Expenses that  are not segment specific        |   | (622                | )       | (569                   | )      | (1,699 | ) | (4,201 | ) |
| Depreciation and  amortization                 |   | (3,391              | )       | (4,383                 | )      | (9,840 | ) | (13,260 | ) |
| Interest  expense, net                         |   | (5,913              | )       | (5,911                 | )      | (17,146 | ) | (18,963 | ) |
| Consolidated net  earnings before income taxes |   | $                   | 11,161  |                   | $      | 7,353 |   | $ | 28,583 |   | $ | 8,046 |   |

 

Segment assets are not included in the abovetable because asset information is not reported by segment in the informationreviewed by the chief operating decision maker for purposes of making decisionsabout allocating resources to the segments and addressing performance.

 

 

 

9

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The following table reflects revenues fromexternal customers by groups of similar products for the quarters and 

nine months ended September 27, 2002 andSeptember 28, 2001:

 
|                                                 |   |                                                                                                                                                          |   | **Quarters  Ended** |    | **Nine  months ended** |   |
|------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------|---------|------------------------|--------|
|                                                 |   |                                                                                                                                                          |   | **September 27,**   |    | **September  28,**     |   | **September  27,** |   | **September  28,** |   |
| **Customers/Markets**                                |   | **Primary Products**                                                                                                                                          |   | **2002**            |    | **2001**               |   | **2002** |   | **2001** |   |
| 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 |   | $                   | 66,785  |                   | $      | 55,199 |   | $ | 201,893 |   | $ | 185,921 |   |
|                                                 |   |                                                                                                                                                          |   |                |    |                   |   |   |   |   |   |
| Rural  Contractors                                   |   | Steel and aluminum roofing and siding                                                                                                                         |   | 37,233              |    | 36,316                 |   | 93,896 |   | 87,891 |   |
|                                                 |   |                                                                                                                                                          |   |                |    |                   |   |   |   |   |   |
| Home Centers                                         |   | Raincarrying systems, roofing accessories, windows,  doors and shower enclosures                                                                              |   | 42,523              |    | 41,114                 |   | 100,654 |   | 97,553 |   |
|                                                 |   |                                                                                                                                                          |   |                |    |                   |   |   |   |   |   |
| Manufactured  Housing                                |   | Steel siding and trim components                                                                                                                              |   | 5,612               |    | 5,917                  |   | 16,956 |   | 18,668 |   |
|                                                 |   |                                                                                                                                                          |   |                |    |                   |   |   |   |   |   |
| Distributors                                         |   | Metal coils, raincarrying systems  and roofing accessories                                                                                               |   | 6,498               |    | 3,443                  |   | 16,750 |   | 9,998 |   |
|                                                 |   |                                                                                                                                                          |   |                |    |                   |   |   |   |   |   |
| Industrial and  Architectural  Contractors      |   | Standing seam panels and siding and roofing  accessories                                                                                                      |   | 4,105               |    | 4,627                  |   | 12,593 |   | 13,307 |   |
|                                                 |   |                                                                                                                                                          |   |                |    |                   |   |   |   |   |   |
| Home Improvement  Contractors                        |   | Vinyl replacement windows; metal coils, raincarrying  systems; metal roofing and insulated roofing panels; shower, patio and  entrance doors; and awnings     |   | 12,427              |    | 12,713                 |   | 37,069 |   | 34,825 |   |
|                                                 |   |                                                                                                                                                          |   | $                   | 175,183 |                   | $      | 159,329 |   | $ | 479,811 |   | $ | 448,163 |   |

 

* *

 

10

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* *

**9.   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 unconditional guarantee of the Notes (“ParentGuarantor”). In addition, Amerimax Holdings, Inc., Amerimax FabricatedProducts, Inc., Euramax International Holdings Limited and Euramax ContinentalLimited, holding company subsidiaries of Euramax, have provided full andunconditional guarantees of the Notes (collectively, the “GuarantorSubsidiaries”). The following supplemental condensed combining financialstatements as of September 27, 2002 and December 28, 2001, and for the quartersand nine months ended September 27, 2002 and September 28, 2001, reflect thefinancial position, results of operations, and cash flows of each of the ParentGuarantor, the Co-Obligors, and such combined information of the GuarantorSubsidiaries and the non-guarantor subsidiaries, principally the operatingsubsidiaries, (collectively, the “Non-Guarantor Subsidiaries”). The Co-Obligorsand Guarantors are wholly owned subsidiaries of Euramax and are each jointly,severally, fully, and unconditionally liable under the Notes. Separate completefinancial statements of each Co–Obligor and Guarantor are not presentedbecause management has determined that they are not material to investors.

 

 

 

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|                                 |   | **Quarter  ended September 27, 2002**              |   |
|--------------------------------------|--------|----------------------------------------------------|--------|
|                                 |   | **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                            |   | $                                                  | — |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   | $ | 175,183 |   | $ | — |   | $ | 175,183 |   |   |
|                                 |   |                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Costs and expenses:                  |   |                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of goods sold                   |   | —                                             |   | — |   | — |   | — |   | — |   | 138,832 |   | — |   | 138,832 |   |   |
| Selling and general                  |   | 238                                                |   | 51 |   | — |   | — |   | 497 |   | 15,284 |   | — |   | 16,070 |   |   |
| Depreciation and amortization        |   | —                                             |   | — |   | — |   | — |   | 14 |   | 3,377 |   | — |   | 3,391 |   |   |
| (Loss) earnings from operations      |   | (238                                               | )      | (51 | ) | — |   | — |   | (511 | ) | 17,690 |   | — |   | 16,890 |   |   |
|                                 |   |                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Equity in earnings of subsidiaries   |   | 7,903                                              |   | 1,297 |   | (653 | ) | 1,652 |   | 9,860 |   | — |   | (20,059 | ) | — |   |   |
| Interest expense, net                |   | (1,524                                             | )      | — |   | (209 | ) | (53 | ) | (2,551 | ) | (1,576 | ) | — |   | (5,913 | ) |   |
| Other income (expense), net          |   | —                                             |   | — |   | 528 |   | (15 | ) | — |   | (329 | ) | — |   | 184 |   |   |
| Earnings (loss) before income taxes  |   | 6,141                                              |   | 1,246 |   | (334 | ) | 1,584 |   | 6,798 |   | 15,785 |   | (20,059 | ) | 11,161 |   |   |
| (Benefit) provision for income taxes |   | (687                                               | )      | (15 | ) | 96 |   | (18 | ) | (1,106 | ) | 6,063 |   | — |   | 4,333 |   |   |
|                                 |   |                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings (loss)                  |   | $                                                  | 6,828  |   | $ | 1,261 |   | $ | (430 | ) | $ | 1,602 |   | $ | 7,904 |   | $ | 9,722 |   | $ | (20,059 | ) | $ | 6,828 |   |   |
|                                      |        |                                                    |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

 

12

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|                                  |   | **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 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 |   |
|                                       |        |                                                     |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

 

13

----

 

 
|                                  |   | **Nine  months ended September 27, 2002**                |   |
|---------------------------------------|--------|----------------------------------------------------------|--------|
|                                  |   | **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                             |   | $                                                        | — |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   | $ | 479,811 |   | $ | — |   | $ | 479,811 |   |
| Costs and  expenses:                  |   |                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of goods  sold                   |   | —                                                   |   | — |   | — |   | — |   | — |   | 377,949 |   | — |   | 377,949 |   |
| Selling and  general                  |   | 916                                                      |   | 160 |   | — |   | — |   | 1,049 |   | 44,894 |   | — |   | 47,019 |   |
| Depreciation and  amortization        |   | —                                                   |   | — |   | — |   | — |   | 33 |   | 9,807 |   | — |   | 9,840 |   |
| (Loss) earnings  from operations      |   | (916                                                     | )      | (160 | ) | — |   | — |   | (1,082 | ) | 47,161 |   | — |   | 45,003 |   |
|                                  |   |                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Equity in  earnings of subsidiaries   |   | 20,938                                                   |   | 6,378 |   | (1,177 | ) | 6,173 |   | 26,704 |   | — |   | (59,016 | ) | — |   |
| Interest  expense, net                |   | (4,609                                                   | )      | — |   | (532 | ) | (155 | ) | (7,662 | ) | (4,188 | ) | — |   | (17,146 | ) |
| Other income  (expense), net          |   | —                                                   |   | — |   | 2,104 |   | 145 |   | — |   | (1,523 | ) | — |   | 726 |   |
| Earnings before  income taxes         |   | 15,413                                                   |   | 6,218 |   | 395 |   | 6,163 |   | 17,960 |   | 41,450 |   | (59,016 | ) | 28,583 |   |
| (Benefit)  provision for income taxes |   | (2,055                                                   | )      | (48 | ) | 472 |   | 15 |   | (2,979 | ) | 15,710 |   | — |   | 11,115 |   |
|                                  |   |                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings  (loss)                  |   | $                                                        | 17,468 |   | $ | 6,266 |   | $ | (77 | ) | $ | 6,148 |   | $ | 20,939 |   | $ | 25,740 |   | $ | (59,016 | ) | $ | 17,468 |   |

 

 

14

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|                                  |   | **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 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 income  (expense), net          |   | (18                                                 | )      | (46 | ) | (370 | ) | (206 | ) | (2,793 | ) | 521 |   | — |   | (2,912 | ) |
| (Loss) earnings  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 |   |

 

 

15

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|                                           |   | **As of  September 27, 2002**                       |       |
|------------------------------------------------|--------|-----------------------------------------------------|------------|
|                                           |   | **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                           |   | $                                                   | —     |   | $ | — |   | $ | — |   | $ | 9 |   | $ | 463 |   | $ | 8,441 |   | $ | — |   | $ | 8,913 |   |
| Accounts receivable, net                       |   | —                                              |       | 3 |   | — |   | — |   | 4 |   | 105,851 |   | — |   | 105,858 |   |
| Inventories                                    |   | —                                              |       | — |   | — |   | — |   | — |   | 88,176 |   | — |   | 88,176 |   |
| Other current assets                           |   | 321                                                 |       | — |   | — |   | — |   | 888 |   | 4,666 |   | — |   | 5,875 |   |
| Total current assets                           |   | 321                                                 |       | 3 |   | — |   | 9 |   | 1,355 |   | 207,134 |   | — |   | 208,822 |   |
| Property, plant and equipment, net             |   | —                                              |       | — |   | — |   | — |   | 116 |   | 109,808 |   | — |   | 109,924 |   |
| Amounts due from affiliates                    |   | 100,252                                             |       | 79,427 |   | 52,763 |   | — |   | 147,194 |   | 51,088 |   | (430,724 | ) | — |   |
| Goodwill, net                                  |   | —                                              |       | — |   | — |   | — |   | 7,799 |   | 101,670 |   | — |   | 109,469 |   |
| Investment in consolidated subsidiaries        |   | 147,540                                             |       | 31,556 |   | (19,204 | ) | 38,162 |   | 206,871 |   | — |   | (404,925 | ) | — |   |
| Deferred income taxes                          |   | —                                              |       | — |   | 1,028 |   | — |   | 13 |   | 3,261 |   | — |   | 4,302 |   |
| Other assets                                   |   | —                                              |       | 1,344 |   | 364 |   | 380 |   | 1,413 |   | 1,938 |   | — |   | 5,439 |   |
|                                           |   | $                                                   | 248,113    |   | $ | 112,330 |   | $ | 34,951 |   | $ | 38,551 |   | $ | 364,761 |   | $ | 474,899 |   | $ | (835,649 | ) | $ | 437,956 |   |
|                                           |   | **LIABILITIES AND SHAREHOLDERS' EQUITY**            | ** ** |
| Current liabilities:                           |   |                                                |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash overdrafts                                |   | $                                                   | —     |   | $ | — |   | $ | — |   | $ | — |   | $ | (1,307 | ) | $ | 2,296 |   | $ | — |   | $ | 989 |   |
| Accounts payable                               |   | —                                              |       | — |   | — |   | — |   | 5 |   | 72,257 |   | — |   | 72,262 |   |
| Accrued expenses and other current liabilities |   | (3,386                                              | )          | 2,246 |   | 812 |   | (6,787 | ) | (1,660 | ) | 48,989 |   | — |   | 40,214 |   |
| Total current liabilities                      |   | (3,386                                              | )          | 2,246 |   | 812 |   | (6,787 | ) | (2,962 | ) | 123,542 |   | — |   | 113,465 |   |
| Long-term debt, less current maturities        |   | 37,216                                              |       | 70,605 |   | 27,179 |   | — |   | 41,000 |   | 29,431 |   | — |   | 205,431 |   |
| Amounts due to affiliates                      |   | 129,835                                             |       | 14,704 |   | 19,465 |   | 3,400 |   | 175,913 |   | 87,407 |   | (430,724 | ) | — |   |
| Deferred income taxes                          |   | 1,655                                               |       | — |   | — |   | — |   | 738 |   | 17,082 |   | — |   | 19,475 |   |
| Other liabilities                              |   | —                                              |       | — |   | — |   | — |   | 2,531 |   | 15,016 |   | — |   | 17,547 |   |
| Total liabilities                              |   | 165,320                                             |       | 87,555 |   | 47,456 |   | (3,387 | ) | 217,220 |   | 272,478 |   | (430,724 | ) | 355,918 |   |
| 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 |   | 78,485 |   | 369,643 |   | (496,851 | ) | 53,220 |   |
| Treasury stock                                 |   | (2,056                                              | )          | — |   | — |   | — |   | — |   | — |   | — |   | (2,056 | ) |
| Retained earnings (deficit)                    |   | 25,263                                              |       | 13,989 |   | (12,759 | ) | 35,088 |   | 40,372 |   | (154,078 | ) | 94,175 |   | 42,050 |   |
| Dividends declared                             |   | —                                              |       | — |   | — |   | — |   | — |   | (10,415 | ) | 10,415 |   | — |   |
| Accumulated other comprehensive loss           |   | (6,132                                              | )          | (9,942 | ) | (6,746 | ) | (2,250 | ) | (6,317 | ) | (9,564 | ) | 29,275 |   | (11,676 | ) |
| Total shareholders' equity                     |   | 82,793                                              |       | 24,775 |   | (12,505 | ) | 41,938 |   | 147,541 |   | 202,421 |   | (404,925 | ) | 82,038 |   |
|                                           |   | $                                                   | 248,113    |   | $ | 112,330 |   | $ | 34,951 |   | $ | 38,551 |   | $ | 364,761 |   | $ | 474,899 |   | $ | (835,649 | ) | $ | 437,956 |   |

 

 

 

16

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|                                                  |   | **As of  December 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                                 |   | $                                                  | —  |   | $ | — |   | $ | — |   | $ | 94 |   | $ | 11 |   | $ | 5,792 |   | $ | — |   | $ | 5,897 |   |
| Accounts  receivable, net                             |   | 1                                                  |    | 15 |   | — |   | — |   | — |   | 77,241 |   | — |   | 77,257 |   |
| Inventories                                           |   | —                                             |    | — |   | — |   | — |   | — |   | 64,114 |   | — |   | 64,114 |   |
| Other current  assets                                 |   | 321                                                |    | — |   | — |   | — |   | 600 |   | 4,399 |   | — |   | 5,320 |   |
| Total current  assets                                 |   | 322                                                |    | 15 |   | — |   | 94 |   | 611 |   | 151,546 |   | — |   | 152,588 |   |
| Property, plant  and  equipment, net             |   | —                                             |    | — |   | — |   | — |   | 47 |   | 110,798 |   | — |   | 110,845 |   |
| Amounts due from  affiliates                          |   | 95,392                                             |    | 79,253 |   | 46,891 |   | 1,677 |   | 138,391 |   | 49,775 |   | (411,379 | ) | — |   |
| Goodwill, net                                         |   | —                                             |    | — |   | — |   | — |   | 7,799 |   | 99,459 |   | — |   | 107,258 |   |
| Investment in  consolidated subsidiaries              |   | 123,576                                            |    | 22,091 |   | (16,591 | ) | 28,506 |   | 187,448 |   | — |   | (345,030 | ) | — |   |
| Deferred income  taxes                                |   | —                                             |    | — |   | 955 |   | — |   | 12 |   | 5,919 |   | — |   | 6,886 |   |
| Other assets                                          |   | —                                             |    | 1,595 |   | 401 |   | 406 |   | 688 |   | 3,584 |   | — |   | 6,674 |   |
|                                                  |   | $                                                  | 219,290 |   | $ | 102,954 |   | $ | 31,656 |   | $ | 30,683 |   | $ | 334,996 |   | $ | 421,081 |   | $ | (756,409 | ) | $ | 384,251 |   |
|                                                  |   | **LIABILITIES AND SHAREHOLDERS'  EQUITY**          |    |
| Current  liabilities:                                 |   |                                               |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash overdrafts                                       |   | $                                                  | —  |   | $ | — |   | $ | — |   | $ | — |   | $ | (358 | ) | $ | 1,777 |   | $ | — |   | $ | 1,419 |   |
| Accounts payable                                      |   | —                                             |    | — |   | — |   | — |   | 17 |   | 53,422 |   | — |   | 53,439 |   |
| Accrued expenses  and other  current liabilities |   | (1,348                                             | )       | 354 |   | (640 | ) | (6,129 | ) | (3,513 | ) | 38,957 |   | — |   | 27,681 |   |
| Total current  liabilities                            |   | (1,348                                             | )       | 354 |   | (640 | ) | (6,129 | ) | (3,854 | ) | 94,156 |   | — |   | 82,539 |   |
| Long-term debt,  less current maturities              |   | 37,216                                             |    | 70,605 |   | 27,179 |   | — |   | 38,409 |   | 34,315 |   | — |   | 207,724 |   |
| Amounts due to  affiliates                            |   | 120,186                                            |    | 16,574 |   | 16,544 |   | 4,880 |   | 175,637 |   | 77,558 |   | (411,379 | ) | — |   |
| Deferred income  taxes                                |   | 464                                                |    | — |   | — |   | — |   | 721 |   | 15,378 |   | — |   | 16,563 |   |
| Other  liabilities                                    |   | —                                             |    | — |   | — |   | — |   | 508 |   | 15,423 |   | — |   | 15,931 |   |
| Total  liabilities                                    |   | 156,518                                            |    | 87,533 |   | 43,083 |   | (1,249 | ) | 211,421 |   | 236,830 |   | (411,379 | ) | 322,757 |   |
| 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 |   | 78,485 |   | 369,643 |   | (496,851 | ) | 53,220 |   |
| Treasury stock                                        |   | (1,581                                             | )       | — |   | — |   | — |   | — |   | — |   | — |   | (1,581 | ) |
| Retained  earnings (deficit)                          |   | 7,795                                              |    | 7,723 |   | (12,682 | ) | 28,940 |   | 19,433 |   | (12,104 | ) | (14,523 | ) | 24,582 |   |
| Dividends  declared                                   |   | —                                             |    | — |   | — |   | — |   | — |   | (167,714 | ) | 167,714 |   | — |   |
| Accumulated  other  comprehensive loss           |   | (9,160                                             | )       | (13,030 | ) | (5,745 | ) | (6,108 | ) | (9,344 | ) | (12,409 | ) | 40,569 |   | (15,227 | ) |
| Total  shareholders' equity                           |   | 62,772                                             |    | 15,421 |   | (11,427 | ) | 31,932 |   | 123,575 |   | 184,251 |   | (345,030 | ) | 61,494 |   |
|                                                  |   | $                                                  | 219,290 |   | $ | 102,954 |   | $ | 31,656 |   | $ | 30,683 |   | $ | 334,996 |   | $ | 421,081 |   | $ | (756,409 | ) | $ | 384,251 |   |

 

 

17

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|                                                      |   | **Nine  months ended September 27, 2002**           |   |
|-----------------------------------------------------------|--------|-----------------------------------------------------|--------|
|                                                      |   | **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      |   | $                                                   | (4,315 | ) | $ | 2,045 |   | $ | 483 |   | $ | (88 | )  | $ | 8,206 |   | $ | 14,676 |   | $ | (10,415 | )  | $ | 10,592 |   |
|                                                      |   |                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from  investing activities:                    |   |                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from  sales of assets                            |   | —                                              |   | — |   | — |   | — |   | — |   | 474 |   | — |   | 474 |   |
| Capital  expenditures                                     |   | —                                              |   | — |   | — |   | — |   | (102 | ) | (4,481 | ) | — |   | (4,583 | ) |
| Net cash used in  investing activities                    |   | —                                              |   | — |   | — |   | — |   | (102 | ) | (4,007 | ) | — |   | (4,109 | ) |
|                                                      |   |                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from  financing activities:                    |   |                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net borrowings  (repayments) on revolving credit facility |   | —                                              |   | — |   | — |   | — |   | 36,500 |   | (2,845 | ) | — |   | 33,655 |   |
| Repayment of  long-term debt                              |   | —                                              |   | — |   | — |   | — |   | (33,910 | ) | (5,041 | ) | — |   | (38,951 | ) |
| Dividends paid                                            |   | —                                              |   | — |   | — |   | — |   | — |   | (10,415 | ) | 10,415 |   | — |   |
| Change in cash  overdrafts                                |   | —                                              |   | — |   | — |   | — |   | (950 | ) | 520 |   | — |   | (430 | ) |
| Proceeds from  settlement of currency swap                |   | —                                              |   | — |   | — |   | — |   | — |   | 2,790 |   | — |   | 2,790 |   |
| Purchase of  treasury stock                               |   | (475                                                | )      | — |   | — |   | — |   | — |   | — |   | — |   | (475 | ) |
| Deferred  financing fees                                  |   | —                                              |   | — |   | — |   | — |   | (924 | ) | (596 | ) | — |   | (1,520 | ) |
| Due to/from  affiliates                                   |   | 4,790                                               |   | (2,045 | ) | (608 | ) | (146 | ) | (8,527 | ) | 6,536 |   | — |   | — |   |
| Net cash  provided by/(used in) financing activities      |   | 4,315                                               |   | (2,045 | ) | (608 | ) | (146 | ) | (7,811 | ) | (9,051 | ) | 10,415 |   | (4,931 | ) |
|                                                      |   |                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Effect of  exchange rate changes on cash                  |   | —                                              |   | — |   | 125 |   | 149 |   | 159 |   | 1,031 |   | — |   | 1,464 |   |
|                                                      |   |                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net (decrease)  increase in cash and equivalents          |   | —                                              |   | — |   | — |   | (85 | ) | 452 |   | 2,649 |   | — |   | 3,016 |   |
| Cash and  equivalents at beginning of period              |   | —                                              |   | — |   | — |   | 94 |   | 11 |   | 5,792 |   | — |   | 5,897 |   |
| Cash and  equivalents at end of period                    |   | $                                                   | — |   | $ | — |   | $ | — |   | $ | 9 |   | $ | 463 |   | $ | 8,441 |   | $ | — |   | $ | 8,913 |   |

 

18

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|                                                 |   | **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 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 to 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 |   |

 

 

19

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**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 28, 2001.

 

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 replacement windows.The Company’s customers include original equipment manufacturers (“OEMs”) suchas RV, commercial panel and transportation industry manufacturers; ruralcontractors; home centers; manufactured housing producers; distributors; industrialand architectural contractors; and home improvement contractors.

 

Financial results for thenine months ended September 27, 2002, compared to the same period of 2001,reflect strong demand in the U.S. for raincarrying systems and accessoryproducts from home centers and distributors, in addition to strong demand fromU.S. recreational vehicle manufacturers and rural contractors. Results alsoreflect higher operating margins in the U.S., largely resulting from highersales volume and lower material costs. Although material costs were lower inthe first nine months of 2002 than in the same period of 2001, material costswere higher in the third quarter of 2002 than in the third quarter of 2001 as aresult of higher aluminum conversion costs (the cost suppliers charge toconvert aluminum ingot into rolled sheet). Net sales increased in Europe due tohigher sales volumes of fabricated doors and windows to European RVmanufacturers, bath enclosures and shower doors to customers in the UnitedKingdom and fabricated products from France to the European transportationindustry. These increases were partially offset by lower selling pricesresulting from the decline in the cost of aluminum and by lower sales volumefrom the Corby, England paintline resulting from the strength of the Britishpound against core European currencies. Higher operating margins in Europe wereachieved on the increase in sales volume, in addition to improved profitabilityresulting from efficiency gains at the Corby, England paintline. Theseconditions contributed to increase operating earnings for the nine months endedSeptember 27, 2002 to $45.0 million, from $29.9 million for the nine monthsended September 28, 2001.

 

**Results of Operations**

 

**Quarter Ended September 27, 2002 asCompared to Quarter Ended September 28, 2001**

 

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

 

 

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|                              |   | **Quarters  ended** |       |
|-----------------------------------|--------|---------------------|------------|
|                              |   | **September  27,**  |       | **September  28,** |   |
|                              |   | **2002**            | ** ** | **2001** |   |
| **Statements  of Earnings Data:** |   |                |       |   |   |
| Net sales                         |   | 100.0               | %          | 100.0 | % |
| Costs and  expenses:              |   |                |       |   |   |
| Cost of goods  sold               |   | 79.2                |       | 79.0 |   |
| Selling and  general              |   | 9.2                 |       | 9.9 |   |
| Depreciation and  amortization    |   | 1.9                 |       | 2.7 |   |
| Earnings from  operations         |   | 9.7                 |       | 8.4 |   |
| Interest  expense, net            |   | (3.4                | )          | (3.7 | ) |
| Other income  (expense), net      |   | 0.1                 |       | (0.1 | ) |
| Earnings before  income taxes     |   | 6.4                 |       | 4.6 |   |
| Provision for  income taxes       |   | 2.5                 |       | 2.4 |   |
| Net earnings                      |   | 3.9                 | %          | 2.2 | % |
|                              |   |                |       |   |   |

 
|              |   | **Net Sales  Quarters ended** |    | **Earnings from Operations  Quarters ended** |   |
|-------------------|--------|-------------------------------|---------|----------------------------------------------|--------|
|              |   | **September  27, 2002**       |    | **September 28, 2001**                       |   | **Increase/ (decrease)** |   | **September 27, 2002** |   | **September 28, 2001** |   | **Increase/ (decrease)** |   |
| **In  thousands** |   |                          |    |
| United States     |   | $                             | 129,373 |                                         | $      | 118,771 |   | 8.9 | % | $ | 13,743 |   | $ | 11,263 |   | 22.0 | % |
| Europe            |   | 45,810                        |    | 40,558                                       |   | 12.9 | % | 3,147 |   | 2,095 |   | 50.2 | % |
| Totals            |   | $                             | 175,183 |                                         | $      | 159,329 |   | 10.0 | % | $ | 16,890 |   | $ | 13,358 |   | 26.4 | % |
|              |   |                          |    |                                         |   |   |   |   |   |   |   |   |   |

 

*NetSales.*Net salesincreased 10.0% to $175.2 million for the quarter ended September 27, 2002,from $159.3 million for the quarter ended September 28, 2001. Net sales in theU.S. increased $10.6 million or 8.9%, primarily from higher sales torecreational vehicle manufacturers, home centers and distributors. Sales ofraincarrying products and accessories to home centers, home improvementcontractors and distributors increased $3.5 million or 8.0% for the quarterended September 27, 2002, compared to the quarter ended September 28, 2001.Sales to U.S. recreational vehicle manufacturers increased $4.3 million or23.4% for the quarter ended September 27, 2002, compared to the quarter endedSeptember 28, 2001. Additionally, in 2002 the Company began an initiative tosell painted aluminum coil externally from its Helena, Arkansas paintline. Thisinitiative added $4.3 million in net sales to the third quarter of 2002,compared to the third quarter of 2001. Historically the Helena, Arkansaspaintline had only painted aluminum and steel coil for internal use. TheCompany’s U.S. subsidiaries are included in the U.S. Fabrication Segment (seeNote 8 to the Condensed Consolidated Financial Statements).

 

Third quarter net sales in Europe increased $5.3 million or 12.9%,compared to the third quarter of 2001. This increase includes an increase innet sales in the European Fabrication segment of $4.2 million or 33.1% and anincrease in net sales in the European Roll Coating segment of $1.2 million or4.1% (see Note 8 to the Condensed Consolidated Financial Statements). Sales inthe European Fabrication segment increased primarily from higher sales offabricated doors and windows to European RV manufacturers and higher sales fromFrance to the European transportation industry. The strengthening of the Euroand British Pound against the U.S. Dollar 

 

 

21

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increased the European Fabrication segment’s sales by $1.4 million inthe quarter ended September 27, 2002, compared to the quarter ended September28, 2001. Sales in the European Roll Coating segment increased primarily as aresult of the strengthening of the Euro and British Pound against the U.S.Dollar. The strengthening of the Euro and British Pound against the U.S. Dollarincreased the European Roll Coating segment’s sales by $2.6 million in thequarter ended September 27, 2002, compared to the quarter ended September 28,2001. Partially offsetting this increase were lower selling prices resultingfrom a 5.0% decline in the quarterly average London Metals Exchange price foraluminum and lower export volume of painted coil from the U.K. due to thestrength of the Pound Sterling.

 

*Cost ofgoods sold.*Costof goods sold, as a percentage of net sales, increased to 79.2% for the quarterended September 27, 2002, from 79.0% for the quarter ended September 28,2001.  Aluminum costs were slightlyhigher in the U.S. in the quarter ended September 27, 2002, despite the 5.0%decline in the quarterly average London Metals Exchange price for aluminum, asa result of higher conversion costs (the cost suppliers charge to convertaluminum ingot into rolled sheet). Additionally, the imposition of tariffs onsteel products imported by certain foreign producers resulted in an increase inthe cost of steel raw materials purchased by the Company.  While the Company has been able to increaseits selling prices on steel products affected by the tariff, and furtherexpects that it will be able to increase its selling prices to cover additionalsteel raw material price increases, no assurance to that effect can be given.Therefore, the Company is subject to the risk of margin erosion resulting fromthe expected increase in the cost of steel raw materials.

 

*Sellingand general.*Sellingand general expenses, as a percentage of net sales, decreased to 9.2% for thequarter ended September 27, 2002, from 9.9% for the quarter ended September 28,2001. The decrease is primarily attributable to higher net sales, lower legaland professional expense and lower bad debt expense, partially offset by anincrease in incentive compensation costs as a result of the increase inprofitability for the quarter ended September 27, 2002, compared to the quarterended September 28, 2001.

 

*Depreciationand amortization.*Depreciationand amortization, as a percentage of net sales, decreased to 1.9% for thequarter ended September 27, 2002, compared to 2.7% for the quarter endedSeptember 28, 2001. This decrease is attributable to the adoption of SFAS 142on December 29, 2001. Under SFAS 142 goodwill is no longer amortized. See Note2 to the Condensed Consolidated Financial Statements for further discussion onthe adoption of SFAS 142.

 

*Earnings from operations.*As noted above, earnings from operations in the U.S.increased to $13.7 million for the quarter ended September 27, 2002, from $11.3million for the quarter ended September 28, 2001, and earnings from operationsin Europe increased to $3.1 million for the quarter ended September 27, 2002,from $2.1 million for the quarter ended September 28, 2001.  As a result of the adoption of SFAS 142effective December 29, 2001, goodwill is no longer amortized. Goodwillamortization in the quarter ended September 28, 2001 was $969.0 thousand and$232.4 thousand in the U.S. and Europe, respectively. The increase in earningsfrom operations in the U.S. is largely attributable to higher sales volume,higher selling prices and the adoption of SFAS 142. The increase in earningsfrom operations in Europe is largely attributable to higher sales from theEuropean Fabrication segment, improved margins on sales from the European RollCoating segment, the adoption of SFAS 142 and the strengthening of the Euro andBritish Pound against the 

 

 

22

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U.S. Dollar. Thestrengthening of the Euro and British Pound against the U.S. Dollar increasedEuropean earnings from operations by $340.3 thousand in the quarter endedSeptember 27, 2002, compared to the quarter ended September 28, 2001.

 

*Interestexpense, net.* Netinterest expense was $5.9 million for the quarters ended September 27, 2002 andSeptember 28, 2001. The decline in net interest expense as a result of loweroutstanding indebtedness was offset by an increase in interest expense onforeign taxes payable.

 

*Other income (expense), net.*Other income (expense) increased to $184.8 thousandfor the quarter ended September 27, 2002, from $(93.6) thousand for the quarterended September 28, 2001. The increase in other income is primarily the resultof foreign exchange gains on unhedged liabilities in the quarter endedSeptember 27, 2002, whereas foreign exchange losses were recognized in thequarter ended September 28, 2001.

 

*Provisionfor income taxes.*Theincome tax provision for the period is based on the effective tax rate expectedto be applicable for the full year. The effective rate for the provision forincome taxes decreased to 38.8% from 53.2% for the quarters ended September 27,2002 and September 28, 2001, respectively. The decrease in the effective rateis primarily due to the adoption of SFAS No. 142 on December 29, 2001. UnderSFAS No. 142 goodwill is no longer amortized, eliminating the permanentdifference for non-deductible goodwill. See Note 2 to the CondensedConsolidated Financial Statements for further discussion on the adoption ofSFAS No. 142.

 

**Nine Months Ended September 27, 2002 as Compared to NineMonths Ended September 28, 2001**

 

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

 
|                           |   | **Nine  months ended** |   |
|--------------------------------|--------|------------------------|--------|
|                           |   | **September  27,**     |   | **September  28,** |   |
|                           |   | **2002**               |   | **2001** |   |
| Statements of  Earnings Data:  |   |                   |   |   |   |
| Net sales                      |   | 100.0                  | %      | 100.0 | % |
| Costs and  expenses:           |   |                   |   |   |   |
| Cost of goods  sold            |   | 78.8                   |   | 80.3 |   |
| Selling and  general           |   | 9.8                    |   | 10.0 |   |
| Depreciation and  amortization |   | 2.0                    |   | 3.0 |   |
| Earnings from  operations      |   | 9.4                    |   | 6.7 |   |
| Interest  expense, net         |   | (3.6                   | )      | (4.2 | ) |
| Other income  (expense), net   |   | 0.1                    |   | (0.7 | ) |
| Earnings before  income taxes  |   | 5.9                    |   | 1.8 |   |
| Provision for  income taxes    |   | 2.3                    |   | 0.9 |   |
| Net earnings                   |   | 3.6                    | %      | 0.9 | % |

 

 

 

23

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|              |   | **Net Sales**

**Nine months ended** |    | **Earnings from Operations**

**Nine months ended** |   |
|-------------------|--------|--------------------------------------|---------|-----------------------------------------------------|--------|
|              |   | **September  27, 2002**              |    | **September 28, 2001**                              |   | **Increase/ (decrease)** |   | **September 27, 2002** |   | **September 28, 2001** |   | **Increase/ (decrease)** |   |
| **In  thousands** |   |                                 |    |
| United States     |   | $                                    | 336,266 |                                                | $      | 305,957 |   | 9.9 | % | $ | 31,902 |   | $ | 17,827 |   | 79.0 | % |
| Europe            |   | 143,545                              |    | 142,206                                             |   | 0.9 | % | 13,101 |   | 12,094 |   | 8.3 | % |
| Totals            |   | $                                    | 479,811 |                                                | $      | 448,163 |   | 7.1 | % | $ | 45,003 |   | $ | 29,921 |   | 50.4 | % |

 

*NetSales.*Net salesincreased 7.1% to $479.8 million for the nine months ended September 27, 2002,from $448.2 million for the nine months ended September 28, 2001. Net sales inthe U.S. increased $30.3 million or 9.9%, principally due to higher sales torecreational vehicle manufacturers, rural contractors, distributors and homeimprovement contractors. Additionally, in 2002 the Company began an initiativeto sell painted aluminum coil externally from its Helena, Arkansas paintline.This initiative added $10.4 million in net sales to the nine months endedSeptember 27, 2002, compared to the nine months ended September 28, 2001.Historically the Helena, Arkansas paintline had only painted aluminum and steelcoil for internal use. For the nine months ended September 27, 2002, comparedto the nine months ended September 28, 2001, sales of raincarrying products andaccessories to home centers, home improvement contractors and distributorsincreased $9.5 million or 9.3%; sales to U.S. recreational vehiclemanufacturers increased $8.3 million or 14.9%; sales to rural contractorsincreased $4.0 million or 4.6% and; excluding raincarrying products andaccessories, sales to home improvement contractors increased $1.7 million or6.6%. The Company’s U.S. subsidiaries are included in the U.S. FabricationSegment (see Note 8 to the Condensed Consolidated Financial Statements).

 

Net sales in Europe increased $1.3 million or 0.9% in the nine monthsended September 27, 2002, compared to the nine months ended September 28, 2001.The increase in European net sales includes an increase in net sales in theEuropean Fabrication segment of $6.4 million or 14.5%, partially offset by adecrease in net sales in the European Roll Coating segment of $4.9 million or4.9% (see Note 8 to the Condensed Consolidated Financial Statements). Sales inthe European Fabrication segment increased primarily from higher sales offabricated doors and windows to European RV manufacturers, bath enclosures andshower doors to customers in the United Kingdom and sales from France to theEuropean transportation industry. The strengthening of the Euro and BritishPound against the U.S. Dollar increased the European Fabrication segment’ssales by $1.5 million in the nine months ended September 27, 2002, compared tothe nine months ended September 28, 2001. Sales in the European Roll Coatingsegment declined primarily as a result of lower aluminum selling prices resultingfrom a 9.2% decline in the nine-month average London Metals Exchange price foraluminum, in addition to lower export volume of painted coil from the U.K. dueto the strength of the Pound Sterling. The strengthening of the Euro andBritish Pound against the U.S. Dollar increased the European Roll Coatingsegment’s sales by $2.8 million in the nine months ended September 27, 2002,compared to the nine months ended September 28, 2001.

 

*Cost ofgoods sold.*Costof goods sold, as a percentage of net sales, decreased to 78.8% for the ninemonths ended September 27, 2002, from 80.3% for the nine months ended September28, 2001. This decrease is primarily attributable to higher selling pricescombined with lower material 

 

 

24

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costs resulting from a decline in world prices for aluminum. Theimposition of tariffs on steel products imported by certain foreign producersresulted in an increase in the cost of steel raw materials purchased by theCompany. While the Company has been able to increase its selling prices onsteel products affected by the tariff, and further expects that it will be ableto increase its selling prices to cover additional steel raw material priceincreases, no assurance to that effect can be given. Therefore, the Company issubject to the risk of margin erosion resulting from the expected increase inthe cost of steel raw materials.

 

*Sellingand general.*Sellingand general expenses, as a percentage of net sales, decreased to 9.8% for thenine months ended September 27, 2002, from 10.0% for the nine months endedSeptember 28, 2001. This decrease is primarily attributable to higher net salesand lower bad debt expense, partially offset by an increase in incentivecompensation costs as a result of the increase in profitability for the ninemonths ended September 27, 2002, compared to the nine months ended September28, 2001.

 

*Depreciationand amortization.*Depreciationand amortization, as a percentage of net sales, decreased to 2.0% for the ninemonths ended September 27, 2002, compared to 3.0% for the nine months endedSeptember 28, 2001. This decrease is primarily attributable to the adoption ofSFAS 142 on December 29, 2001. Under SFAS 142 goodwill is no longer amortized.See Note 2 to the Condensed Consolidated Financial Statements for furtherdiscussion on the adoption of SFAS 142.

 

*Earnings from operations.*As noted above, earnings from operations in the U.S.increased to $31.9 million for the nine months ended September 27, 2002, from $17.8million for the nine months ended September 28, 2001. Earnings from operationsin Europe increased to $13.1 million for the nine months ended September 27,2002, from $12.1 million for the nine months ended September 28, 2001. As aresult of the adoption of SFAS 142 effective December 29, 2001, goodwill is nolonger amortized. Goodwill amortization in the nine months ended September 28,2001 was $2.9 million and $701.4 thousand in the U.S. and Europe, respectively.The increase in earnings from operations in the U.S. is largely attributable tohigher sales volume, higher selling prices, lower material costs, higherprofitability at the Helena, Arkansas paintline and the adoption of SFAS 142.In Europe, the increase in earnings from operations resulted primarily fromhigher sales from the European Fabrication segment, improved margins on salesfrom the European Roll Coating segment, the adoption of SFAS 142 and thestrengthening of the Euro and British Pound against the U.S. Dollar. Partiallyoffsetting these positives were an increase in incentive compensation costs asa result of the increase in profitability for the nine months ended September27, 2002, compared to the nine months ended September 28, 2001. Thestrengthening of the Euro and British Pound against the U.S. Dollar increasedEuropean earnings by $451.3 thousand in the nine months ended September 27,2002, compared to the nine months ended September 28, 2001.

 

*Interestexpense, net.* Netinterest expense decreased to $17.1 million for the nine months ended September27, 2002, from $19.0 million for the nine months ended September 28, 2001. Thedecrease in interest expense is primarily due to lower interest rates and loweroutstanding indebtedness in the nine months ended September 27, 2002.

 

*Other income (expense), net.*Other income (expense) increased to $726.5 thousandfor the nine months ended September 27, 2002, from $(2.9) million for the ninemonths ended September 28, 2001. In the nine months ended September 28, 2001,the Company recognized expense of $2.5 

 

 

25

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million as a result ofthe change in fair value of the Company’s derivative instruments that were notdesignated as hedges under SFAS 133. The Company did not recognize any expense for this reason in the ninemonths ended September 27, 2002. The remaining difference is primarily due toforeign exchange gains on unhedged liabilities recognized in the nine monthsended September 27, 2002, whereas foreign exchange losses were recognized inthe nine months ended September 28, 2001.

 

*Provision for income taxes.*The income tax provision for the period is based onthe effective tax rate expected to be applicable for the full year. Theeffective rate for the provision for income taxes decreased to 38.9% from 52.6%for the nine months ended September 27, 2002 and September 28, 2001,respectively. The decrease in the effective rate is primarily due to theadoption of SFAS No. 142 on December 29, 2001. Under SFAS No. 142 goodwill isno longer amortized, eliminating the permanent difference for non-deductiblegoodwill. See Note 2 to the Condensed Consolidated Financial Statements forfurther discussion on the adoption of SFAS No. 142.

 

**Liquidity and Capital Resources**

 

*Liquidity*. The Company’s primary liquidity needsarise from debt service incurred in connection with acquisitions and thefunding of capital expenditures. The Company’s liquidity sources at September27, 2002 include an undrawn amount of $39.6 million under its revolving creditfacility, which was fully available, and $8.9 million in cash. Effective March15, 2002, the Company and its Lenders amended and restated the Credit Agreementto, among other items, increase the Revolving Credit Facility from $100.0million to $110.0 million; refinance outstanding Term Loans through borrowingsunder the Revolving Credit Facility; and extend the expiration date of theRevolving Credit Facility from June 30, 2002 to June 30, 2005.

 

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 floating interest rates on the Revolving Credit Facilitywould result in increased debt service requirements, which may reduce the fundsavailable for capital expenditures and other operational needs. In addition,the Company’s leveraged position may impede its ability to obtain financing inthe future for working capital, capital expenditures and general corporatepurposes. Further, the Company’s leveraged position may make it more vulnerableto economic downturns, may limit its ability to withstand competitivepressures, and may limit its ability to comply with restrictive financialcovenants required under its Credit Agreement.

 

The Company’s primary source of liquidity is funds generated fromoperations, which are supplemented by borrowings under the Credit Agreement.Net cash provided by operating activities for the nine months ended September27, 2002 and September 28, 2001, were $10.6 million and $14.0 million,respectively. The decrease in cash provided by operating activities isprimarily related to an increase in inventory levels resulting from steel rawmaterial purchases made in advance of price increases imposed by domesticsuppliers. Such price increases are resulting from the imposition of tariffs onsteel products imported by certain foreign producers.

 

 

26

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Net cash used in investing activities decreased to $4.1 million for thenine months ended September 27, 2002, from $5.2 million for the nine monthsended September 28, 2001. This decrease is the result of lower capitalexpenditures in the nine months ended September 27, 2002, compared to the ninemonths ended September 28, 2001.

 

Net cash used in financing activities decreased to $4.9 million for thenine months ended September 27, 2002, from $9.1 million for the nine monthsended September 28, 2001, primarily due to proceeds from the sale of the PoundSterling swap in February 2002 and lower repayments under the Credit Agreementas a result of working capital needs.

 

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 $4.6 million and $6.5 million for the ninemonths ended September 27, 2002 and September 28, 2001, respectively. Capitalexpenditures in 2002 include approximately $782.7 thousand for improvements tothe paintlines in Helena, Arkansas; Corby, England; and Roermond, TheNetherlands; and approximately $1.2 million for several projects related to businessexpansion. Capital expenditures in 2001 included approximately $1.2 million forimprovements to the paintlines in Helena, Arkansas; Corby, England; andRoermond, The Netherlands; and approximately $2.8 million for several projectsrelated to business expansion. The balance of capital expenditures in bothperiods related to purchases and upgrades of fabricating equipment,transportation and material moving equipment, and information systems.

 

The Company has made and will continue to make capital expenditures tocomply with Environmental Laws. The Company estimates that its environmentalcapital expenditures for 2002 will approximate $450.0 thousand.

 

*Working Capital Management.* Working capital was $95.4 million as ofSeptember 27, 2002, compared to $70.0 million as of December 28, 2001. Theincrease in working capital is largely attributable to seasonal demands of thebusiness that result in substantial increases in trade accounts receivable andinventories, in addition to the advance inventory purchases discussed above,partially offset by increases in trade accounts payable and accrued expenses.

 

# **EnvironmentalMatters**

 

The Company’s exposure toenvironmental matters has not changed significantly from the year endedDecember 28, 2001. For detailed information regarding environmental matters,see “Management’s Discussion and Analysis — Risk Management” set forth in theCompany’s Annual Report on Form 10-K for the year ended December 28, 2001.

 

***Note Regarding Forward-Looking Statements*****:**  TheManagement’s Discussion and Analysis and other sections of this Form 10-Q maycontain forward-looking statements that are based on current expectations,estimates and projections about the industries in which the Company operates,and management’s beliefs and assumptions. Such forward-looking statementsinclude terminology such as “expects,” “anticipates,” “intends,” “plans,”“believes,” “estimates,” or variations of such words and similar expressionsregarding beliefs, plans, expectations or 

 

 

27

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intentions regarding the future. Forward-looking statements in thisreport include, but are not limited to: (1) statements regarding the Company’sexpectation that its source of liquidity will provide the liquidity required,if necessary, to supplement lower cash flows from operations; (2) statementsregarding the Company’s expectation that it will be able to increase itsselling prices to cover additional steel raw material price increases; (3)statements regarding management’s expectation that the outcome of legalproceedings and claims that have arisen in the ordinary course of businesswould not reasonably be expected to have a material adverse effect on theconsolidated financial position, results of operations or cash flows of theCompany and its subsidiaries taken as a whole; and (4) statements regardingmanagement’s belief that the Company’s potential share of the estimatedaggregate liability for the costs of remedial actions and related costs andexpenses at various hazardous waste disposal sites in which the Company hasbeen named as a defendant in lawsuits or as a potentially responsible party arenot material and that the reasonably probable outcome of these matters will notmaterially exceed established reserves and will not have a material impact onthe future financial position, net earnings or cash flows of the Company. Theseforward-looking statements are based on a number of assumptions that couldultimately prove inaccurate, and, therefore, there can be no assurance thatthey will prove to be accurate. All such forward-looking statements are subjectto the safe harbor created by the Private Securities Litigation Reform Act of1995. Important factors that could cause future financial performance to differmaterially and significantly from past results and from those expressed orimplied in this document include, without limitation, the risks of acquisitionof businesses (including limited knowledge of the businesses acquired andmisrepresentations by sellers), changes in business strategy or developmentplans, the cyclical demand for the Company’s products, the supply and/or priceof aluminum and other raw materials, currency exchange rate fluctuations,environmental regulations, availability of financing, competition, reliance onkey management personnel, ability to manage growth, loss of customers, and avariety of other factors. For further information on these and other risks, seethe “Risk Factors” section of Item 1 of the Company’s Annual Report on Form10-K for the year ended December 28, 2001, as well as the Company’s otherfilings with the Securities and Exchange Commission. The Company assumes noobligation to update publicly its forward-looking statements, whether as aresult 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 differmaterially from those projected in the forward-looking statement. See “NoteRegarding Forward Looking Statements” for additional information regarding thePrivate Securities Litigation Reform Act. The Company’s management of marketrisk from changes in interest rates, exchange rates and commodity prices hasnot changed from the year ended December 28, 2001, with the exception of thetermination of the existing Pound Sterling swap and entering into the New PoundSterling swap and the interest rate swap in the quarter ended March 29, 2002(see Note 6 to the Condensed Consolidated Financial Statements of the Companyfor the quarter ended March 29, 2002, set forth in the Company’s QuarterlyReport on Form 10-Q). For detailed information regarding the Company’s riskmanagement, see “Management’s Discussion and Analysis — Risk Management” and“Item 7A. Quantitative and Qualitative Disclosures about Market Risk” set forthin the Company’s Annual Report on Form 10-K for the year ended December 28,2001.

 

** **

28

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** **

**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 27, 2002, which are sensitive to changes in interestrates. All other factors remaining unchanged, a hypothetical 10 percentincrease in interest rates would decrease the fair value of the Company’sfixed-rate, long-term debt outstanding at September 27, 2002, by approximately$4.5 million, based upon the use of a discounted cash flow model, as comparedto a hypothetical decrease in fair value of approximately $5.4 million atDecember 28, 2001.

 

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 $341.3 thousand as calculated atSeptember 27, 2002, compared to a hypothetical increase in interest expense ofapproximately $359.2 thousand as calculated at December 28, 2001.

 

**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 27, 2002, that aresensitive to changes in foreign currency exchange risks. A hypothetical 10percent decrease in foreign currency exchange rates would increase theCompany’s foreign exchange loss by approximately $160.3 thousand for thosefinancial instruments and derivative instruments affected by foreign currencyexchange fluctuations, as compared to a hypothetical increase in foreignexchange loss of approximately $940.9 thousand for the year ended December 28,2001.

 

Allother factors remaining unchanged, a hypothetical 10 percent increase inforeign currency exchange rates for one year would increase interest expense byapproximately $841.2 thousand as calculated at September 27, 2002, for thosefinancial instruments and derivative instruments affected by foreign currencyexchange fluctuations, as compared to a hypothetical increase in interestexpense of approximately $485.1 thousand as calculated at December 28, 2001.

 

**Item 4.Controls and Procedures**

 

The Company carried outan evaluation, under the supervision and with the participation of theCompany's management, including the Company's Chairman and Chief ExecutiveOfficer along with the Company's Chief Financial Officer, of the effectivenessof the design and operation of the Company's disclosure controls and procedurespursuant to Exchange Act Rule 13a-14 under the Securities Exchange Act of 1934,as amended (the "Exchange Act"). Based upon that evaluation, theCompany's Chief Executive Officer along with the Company's Chief FinancialOfficer concluded that as of September 27, 2002 the Company's disclosurecontrols and procedures (1) are effective in timely alerting them to materialinformation relating to the Company (including its consolidated subsidiaries)required to be included in the Company's periodic SEC filings and (2) areadequate to ensure that information required to be disclosed by the Company inthe reports filed or submitted by the Company under the Exchange Act isrecorded, processed and summarized and reported within the time periodsspecified in the SEC's rules and forms.

 

There have been nosignificant changes in the Company's internal controls or in other factorswhich could significantly affect internal controls subsequent to the date theCompany carried out its evaluation.

 

 

29

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**Part II - Other Information**

 

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

 

(a)                                  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                                                                                                                                                                                                                                                                                                                                                |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |

** **

 

30

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| 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                                                                                                                                                     |
|         |                                                                                                                                                                                                                                                                                           |   |
| 10.15*       | 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                                                                                                                                    |
|         |                                                                                                                                                                                                                                                                                           |   |
| 10.17*       | Euramax Assignment Agreement, dated as of September 25, 1996, by  Euramax International plc in favor of 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                                                                                                                                          |
|         |                                                                                                                                                                                                                                                                                           |   |
| 10.26****    | Incentive Compensation Plan effective January 1, 1997, by Euramax  International Limited                                                                                                                                                                                                       |
|         |                                                                                                                                                                                                                                                                                           |   |
| 10.27****    | Phantom Stock Plan effective January 1, 1999, by Euramax International  Limited                                                                                                                                                                                                                |
|         |                                                                                                                                                                                                                                                                                           |
| 10.33******* | Second Amended and Restated Credit Agreement, dated March 15, 2002,  among Euramax International, Inc. and its subsidiaries, BNP Paribas (as Agent  and Lender) and the Lenders.                                                                                                               |
|         |                                                                                                                                                                                                                                                                                           |   |
| 10.34******* | Amended and Restated Pledge and Security Agreement, dated as of March  15, 2002, among Euramax International, Inc. and Each Other Grantor From Time  to Time Party Hereto and BNP Paribas as Agent                                                                                             |
|         |                                                                                                                                                                                                                                                                                           |   |
| 99.1         | Certification of Quarterly Report by the Chief Executive Officer  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                   |
|         |                                                                                                                                                                                                                                                                                           |   |
| 99.2         | Certification of Quarterly Report by the Chief Financial Officer  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                   |
|              |                                                                                                                                                                                                                                                                                                |  |  |

----

| *       | 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 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  November 3, 1999.                               |
|    |                                                                                                                                                                                |
| *****   | Incorporated by reference to the Exhibit with the same  number in the Registrant’s Annual Report of 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  May 10, 2002.                                   |
|    |                                                                                                                                                                                |

 

(b)                                 The Company filed noreports on Form 8-K during the three months ended September 27, 2002.

 

 

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**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   |   | Chairman,  Chief Executive Officer and President | November  5, 2002 |
| J.  David Smith      |   |                                             |              |
|                 |   |                                             |              |
| /s/ R. SCOTT VANSANT |   | Chief  Financial Officer and Secretary           | November  5, 2002 |
| R. Scott Vansant     |   |                                             |              |

 

 

32

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**CERTIFICATIONS**

 

I, J. David Smith,Chairman and Chief Executive Officer of Euramax International, Inc., certifythat:

 

1.                                       I have reviewed this quarterly report onForm 10-Q of Euramax International, Inc.;

 

2.                                       Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

3.                                   Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report;

 

4.                                   The registrant’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)for the registrant and we have:

 

(a)                                  designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

(b)                             evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of a date within 90 daysprior to the filing date of this quarterly report (the “Evaluation Date”); and

 

(c)                              presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls and proceduresbased upon our evaluation as of the Evaluation Date;

 

5.                                   The registrant’s other certifyingofficers and I have disclosed, based upon our most recent evaluation, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent function):

 

(a)                                  all significant deficiencies in thedesign or operation of internal controls which could adversely affect theregistrant’s ability to record, process, summarize and report financial dataand have identified for the registrant’s auditors any material weaknesses ininternal controls; and

 

(b)                             any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrants internal controls; and

 

6.                                   The registrant’s other certifyingofficers and I have indicated in this quarterly report whether or not therewere significant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

 
| Date:  | November 5, 2002 | By:    | /s/ J. David Smith                                |
|--------|------------------|--------|---------------------------------------------------|
|   |             | Title: | Chairman, Chief  Executive Officer  and President |

 

 

 

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I, R. Scott Vansant,Chief Financial Officer of Euramax International, Inc., certify that:

 

1.             I have reviewed this quarterly report on Form 10-Q ofEuramax International, Inc.;

 

2.                                   Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

3.                                   Based on my knowledge, the financial statements,and other financial information included in this quarterly report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisquarterly report;

 

4.                                   The registrant’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)for the registrant and we have:

 

(a)                                  designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

(b)                             evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of a date within 90 daysprior to the filing date of this quarterly report (the “Evaluation Date”); and

 

(c)                              presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls and proceduresbased upon our evaluation as of the Evaluation Date;

 

5.                                   The registrant’s other certifyingofficers and I have disclosed, based upon our most recent evaluation, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent function):

 

(a)                                  all significant deficiencies in thedesign or operation of internal controls which could adversely affect theregistrant’s ability to record, process, summarize and report financial dataand have identified for the registrant’s auditors any material weaknesses ininternal controls; and

 

(b)                             any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrants internal controls; and

 

6.                                   The registrant’s other certifyingofficers and I have indicated in this quarterly report whether or not therewere significant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

 
| Date:  | November 5, 2002 | By:    | /s/ R. Scott Vansant                    |
|--------|------------------|--------|-----------------------------------------|
|   |             | Title: | Chief Financial Officer  and  Secretary |

 

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