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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 30, 2001

OR

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

For the transition period from  to

Commission file number 333-05978

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EURAMAX INTERNATIONAL, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

58-2502320(I.R.S. Employer Identification No.)5445 Triangle Parkway, Suite 350,
Norcross, Georgia(Address of principal executive offices)

30092(Zip Code)


Registrant's telephone number, including area code770-449-7066

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /x/  No / /

As
of May 10, 2001, Registrant had outstanding 445,822.44 shares of Class A common stock and 44,346.80 shares of Class B common stock.

Page
1 of 28
Exhibit Index located on page 24

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Part IFinancial Information

Item 1. Financial Statements

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

|                                     |                               | Quarters ended           |        
|------------------------------------ | ----------------------------- | ------------------------ | -------
|
|Net sales                            |                               | $                        | 131,213
|Costs and expenses:                  |                               |                          |        
|                                     | Cost of goods sold            |                          |        
|                                     | Selling and general           |                          |        
|                                     | Depreciation and amortization |                          |        
|                                     |                               |                          |        
|                                     |                               | Earnings from operations |        
|Interest expense, net                |                               |                          | (6,560 
|Other expense, net                   |                               |                          | (2,220 
|                                     |                               |                          |        
|(Loss) earnings before income taxes  |                               |                          | (4,035 
|(Benefit) provision for income taxes |                               |                          | (1,957 
|                                     |                               |                          |        
|Net (loss) earnings                  |                               |                          | (2,078 
|                                     |                               |                          |        

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

2

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

|                                        |                                                | March 30,
2001            |         | December 29,
2000 |        
|--------------------------------------- | ---------------------------------------------- | ------------------------- | ------- | ----------------- | -------
|ASSETS                                  |                                                |                           |         |                   |        
|Current assets:                         |                                                |                           |         |                   |        
|                                        | Cash and equivalents                           |                           | $       | 9,052             |        
|                                        | Accounts receivable, net                       |                           |         | 87,608            |        
|                                        | Inventories                                    |                           |         | 73,809            |        
|                                        | Other current assets                           |                           |         | 4,771             |        
|                                        |                                                |                           |         |                   |        
|                                        |                                                | Total current assets      |         |                   | 175,240
|Property, plant and equipment, net      |                                                |                           | 113,015 |                   |        
|Goodwill, net                           |                                                |                           | 110,622 |                   |        
|Deferred income taxes                   |                                                |                           | 5,751   |                   |        
|Other assets                            |                                                |                           | 7,856   |                   |        
|                                        |                                                |                           |         |                   |        
|                                        |                                                | $                         | 412,484 |                   | $      
|                                        |                                                |                           |         |                   |        
|LIABILITIES AND SHAREHOLDERS' EQUITY    |                                                |                           |         |                   |        
|Current liabilities:                    |                                                |                           |         |                   |        
|                                        | Cash overdrafts                                |                           | $       | 1,198             |        
|                                        | Accounts payable                               |                           |         | 60,353            |        
|                                        | Accrued expenses and other current liabilities |                           |         | 20,348            |        
|                                        | Current maturities of long-term debt           |                           |         | 735               |        
|                                        |                                                |                           |         |                   |        
|                                        |                                                | Total current liabilities |         |                   | 82,634 
|Long-term debt, less current maturities |                                                |                           | 242,698 |                   |        
|Deferred income taxes                   |                                                |                           | 15,731  |                   |        
|Other liabilities                       |                                                |                           | 13,063  |                   |        
|                                        |                                                |                           |         |                   |        
|                                        |                                                | Total liabilities         |         |                   | 354,126
|                                        |                                                |                           |         |                   |        
|Shareholders'equity:                    |                                                |                           |         |                   |        
|                                        | Common stock                                   |                           |         | 500               |        
|                                        | Additional paid-in capital                     |                           |         | 53,220            |        
|                                        | Treasury stock                                 |                           |         | (1,581            | )      
|                                        | Retained earnings                              |                           |         | 17,774            |        
|                                        | Accumulated other comprehensive loss           |                           |         | (11,555           | )      
|                                        |                                                |                           |         |                   |        
|Total shareholders' equity              |                                                |                           | 58,358  |                   |        
|                                        |                                                |                           |         |                   |        
|                                        |                                                | $                         | 412,484 |                   | $      
|                                        |                                                |                           |         |                   |        

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

3

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

|                                            |                                             | Quarters ended                            |       
|------------------------------------------- | ------------------------------------------- | ----------------------------------------- | ------
|
|Net cash used in operating activities       |                                             | $                                         | (6,083
|                                            |                                             |                                           |       
|Cash flows from investing activities:       |                                             |                                           |       
|                                            | Proceeds from sales of assets               |                                           |       
|                                            | Capital expenditures                        |                                           |       
|                                            |                                             |                                           |       
|                                            |                                             | Net cash used in investing activities     |       
|Cash flows from financing activities:       |                                             |                                           |       
|                                            | Net borrowings on revolving credit facility |                                           |       
|                                            | Repayment of long-term debt                 |                                           |       
|                                            | Changes in cash overdrafts                  |                                           |       
|                                            |                                             |                                           |       
|                                            |                                             | Net cash provided by financing activities |       
|Effect of exchange rate changes on cash     |                                             |                                           | (1,066
|                                            |                                             |                                           |       
|Net increase in cash and equivalents        |                                             |                                           | 918   
|Cash and equivalents at beginning of period |                                             |                                           | 8,134 
|                                            |                                             |                                           |       
|Cash and equivalents at end of period       |                                             | $                                         | 9,052 
|                                            |                                             |                                           |       

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

4

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

1. Basis of Presentation:

For purposes of this report the "Company" refers to Euramax International, Inc. ("Euramax") and Subsidiaries, collectively.

The
Condensed Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and
with the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of the management of the Company, these statements include all adjustments necessary for a fair presentation of the results of all interim
periods reported herein. All adjustments are of a normal recurring nature unless otherwise disclosed. Management believes that the disclosures made are adequate for a fair presentation of results of
operations, financial position and cash flows. These Condensed Consolidated Financial Statements should be read in conjunction with the year-end Consolidated Financial Statements and
accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 29, 2000. Operating results for the period ended March 30, 2001,
are not necessarily indicative of future results that may be expected for the year ending December 28, 2001.

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

Certain
2000 amounts have been reclassified to conform to current year presentation.

2. Acquisitions:

On April 10, 2000 (the "Acquisition Date"), the Company's wholly owned subsidiary, Amerimax Home Products, Inc., acquired substantially all of
the assets and assumed certain liabilities of Gutter World, Inc. and Global Expanded Metals, Inc., companies under common control, ("Gutter World" and "Global", respectively). The
purchase price, including approximately $372.2 thousand in acquisition-related fees and expenses, was approximately $45.6 million in cash, plus the assumption of approximately
$2.6 million of liabilities. These companies manufacture raincarrying accessories, such as gutter guards, water diverters and downspout strainers, as well as door guards sold primarily to home
centers and expanded metal products. The results of operations of Gutter World and Global are included in the Condensed Consolidated Statement of Earnings from the Acquisition Date.

The
following unaudited pro forma data present the results of operations for the quarter ended March 31, 2000, as though the Gutter World and Global Acquisition had been
completed January 1, 2000, and assume that there are no other changes in operations of the Company. Such pro forma information includes adjustments to interest expense; changes in amortization
of goodwill relating to the allocation of the purchase price; elimination of the effect of transactions between Gutter World and a Euramax subsidiary and between Gutter World and Global; and the
income tax effect related to these items. The pro forma results are not necessarily indicative of the financial results that might have occurred had the Gutter World and Global Acquisition actually
taken place on the first day of the fiscal year or of the future results

5

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of operations. Certain Financial Statements and Exhibits for the Gutter World and Global Acquisition can be found in the Company's Current Report on Form 8-K, filed April 24,
2000.

Quarter ended
March 31, 2000Net sales

$
146,148Earnings before income taxes


1,774Net earnings


993


3. Summary of Significant Accounting Policies:

For information regarding significant accounting policies, see Note 3 to the Consolidated Financial Statements of the Company for the year ended
December 29, 2000, set forth in the Company's Annual Report on Form 10-K.

Accounting Policy for Derivative Instruments

Effective December 30, 2000, the Company adopted SFAS 133,Accounting for Derivative Instruments and Hedging
Activities,as amended by SFAS 137 and SFAS 138. These statements require the Company to recognize all derivative instruments on the balance sheet at fair value.
The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging
relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as either
a fair value hedge, cash flow hedge or a hedge of net investment in a foreign operation.

For
derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged
item attributable to the hedged risk are recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge,
the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during
which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item,
if any, is recognized in current earnings during the period of change. For derivative instruments that are designated and qualify as a hedge of a net investment in a foreign currency, the gain or loss
is reported in other comprehensive income as part of the cumulative translation adjustment to the extent it is effective. For derivative instruments not designated as hedging instruments, the gain or
loss is recognized in current earnings during the period of change.

The
adoption of SFAS 133 resulted in the Company recording transition adjustments to recognize its derivative instruments at fair value. The cumulative effect of these
transition adjustments was an after-tax increase in other comprehensive loss of approximately $2.0 million.

The
Company uses derivative financial instruments primarily to reduce its exposure to fluctuations in interest rates and foreign exchange rates and, to a lesser extent, to reduce its
exposure to fluctuations in

6

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commodity prices. When entered into, the Company formally designates and documents the financial instrument as a hedge of a specific underlying exposure, as well as the risk management objectives and
strategies for undertaking the hedge transaction. Derivatives are recorded in the balance sheet at fair
value in either other assets or other liabilities. The earnings impact resulting from the derivative instruments is recorded in the same line item within the statement of earnings as the underlying
exposure being hedged. The Company also formally assesses, both at the inception and at least quarterly thereafter, whether the financial instruments that are used in hedging transactions are
effective at offsetting changes in either the fair value or cash flows of the related underlying exposures. The ineffective portion of a financial instrument's change in fair value is immediately
recognized in earnings as other income (expense).

Fair Value Hedging Strategy

The Company has entered into a forward foreign exchange contract to reduce the impact of foreign exchange rate changes on a foreign-currency denominated loan.
The contract is not designated as a hedge under SFAS 133. Accordingly, the change in the fair value of the contract is recorded in earnings immediately.

Cash Flow Hedging Strategy

The Company has entered into a cross-currency swap agreement, which has been designated as a cash flow hedge, that effectively converts a
fixed-rate foreign-currency-denominated loan into a fixed-rate functional currency loan, thus reducing the impact of foreign exchange rate changes on the principal and interest
payments on the loan. Additionally, the Company has entered into an interest rate swap and interest rate cap agreement to cap the highest rate of interest to be paid on a portion of the Company's U.S.
Dollar variable rate indebtedness, in addition to providing for the Company to exchange floating U.S. Libor interest rates for a floating rate tied to a historically less volatile index. The interest
rate swap and interest rate cap agreement is not designated as a hedge under SFAS 133. Accordingly, the change in the fair value of this agreement is recorded in earnings immediately. Lastly,
the Company purchases aluminum call options to establish a maximum purchase price for varying quantities of future aluminum purchase requirements. These call options are not designated as a hedge
under SFAS 133. Accordingly, the change in the fair value of the call options is recorded in earnings immediately.

The
following table summarizes activity in other comprehensive income ("OCI") related to derivatives held by the Company during the period from December 30, 2000 to
March 30, 2001 [gain (loss)]:

|                                                         |  | Before-Tax
Amount |        | Income
Tax |   | After-Tax
Amount |  
|-------------------------------------------------------- |  | ----------------- | ------ | ---------- | - | ---------------- | -
|Cumulative effect of adopting SFAS 133                   |  | $                 | (3,204 | )          | $ | 1,190            |  
|Net changes in fair value of derivatives                 |  |                   | 1,867  |            |   | (562             | )
|Net gains reclassified from OCI into earnings            |  |                   | (436   | )          |   | 52               |  
|                                                         |  |                   |        |            |   |                  |  
|Accumulated derivative net (losses) as of March 30, 2001 |  | $                 | (1,773 | )          | $ | 680              |  
|                                                         |  |                   |        |            |   |                  |  

The
amount of net losses reported in accumulated other comprehensive income associated with the cumulative effect transition adjustment that were reclassified to earnings during the
quarter ended

7

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March 30, 2001 approximated $555.8 thousand. The Company expects to reclassify $331.3 thousand of remaining net losses from the transition adjustment to earnings during the next
nine months. The Company expects that $441.7 thousand of the total accumulated derivative net losses as of March 30, 2001 will be reclassified to earnings during the next twelve months.

For
the quarter ended March 30, 2001, the Company recognized a pre-tax loss of $863.2 thousand on derivative instruments that are not designated or did not qualify as a
hedge under SFAS 133. The Company did not discontinue any fair value or cash flow hedge relationships during the quarter ended March 30, 2001.

4. Inventories:

Inventories were comprised of:

March 30,
2001

December 29,
2000Raw materials

$
57,351

$
58,101Work in process


3,004


9,067Finished products


13,454


14,047$
73,809

$
81,215


5. Long-Term Obligations:

Long-term obligations consisted of the following:

March 30,
2001

December 29,
2000Credit Agreement:Revolving Credit Facility

$
59,114

$
38,522Term Loans


49,319


62,00611.25% Senior Subordinated Notes due 2006


135,000


135,000243,433


235,528Less current portion


(735
)

(2,247
)$
242,698

$
233,281


During
the first quarter of 2001, the Company paid approximately $11.2 million of long-term debt in connection with the Excess Cash Flow Provision of the Credit
Agreement. The payment was funded through borrowings under the revolving credit facility.

The
Credit Agreement requires the Company to maintain specified financial ratios and meet certain financial tests, including a minimum EBITDA (earnings before interest, taxes,
depreciation and amortization) requirement, a minimum interest coverage and a maximum leverage ratio. The Company's financial performance in 2000 and the first quarter of 2001 increased the Company's
risk of not complying with

8

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certain restrictive covenants at each measurement date for the year 2001. Accordingly, effective March 19, 2001, the Company and the Lenders amended the Credit Agreement to, among other items,
lower the minimum EBITDA requirement and the interest coverage ratio and raise the total leverage ratio. The Company anticipates that these changes will provide flexibility sufficient to prevent an
event of default during 2001 resulting from a breach of restrictive covenants, although no assurance to that effect can be given.

6. Commitments and Contingencies:

Litigation

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

Environmental Matters

The Company's operations are subject to federal, state, local and European environmental laws and regulations concerning the management of pollution and
hazardous substances.

The
Company has been named as a defendant in lawsuits or as a potentially responsible party in state and Federal administrative and judicial proceedings seeking contribution for costs
associated with the investigation, analysis, correction and remediation of environmental conditions at various hazardous waste disposal sites. The Company continues to monitor these actions and
proceedings and to vigorously defend both its own interests as well as the interests of its affiliates. The Company's ultimate liability in connection with present and future environmental claims will
depend on many factors, including its volumetric share of the waste at a given site, the remedial action required, the total cost of remediation, and the financial viability and participation of the
other entities that also sent waste to the site. Once it becomes probable that the Company will incur costs in connection with remediation of a site and such costs can be reasonably estimated, the
Company establishes or adjusts its reserve for its projected share of these costs. Based upon current law and information known to the Company concerning the size of the sites known to it, anticipated
costs, their years of operations and the number of other potentially responsible parties, Management believes that the Company's potential share of the estimated aggregate liability for the costs of
remedial actions and related costs and expenses are not material. In addition, the Company establishes reserves for remedial measures required from time to time at its own facilities. Management
believes that the reasonably probable outcomes of these matters will not materially exceed established reserves and will not have a material impact on the future financial position, net earnings or
cash flows of the Company. The Company's reserves, expenditures and expenses for all environmental exposures were not significant for any of the dates or periods presented.

In
connection with the acquisition of the Company from Alumax Inc. (acquired by Aluminum Company of America in May 1998, and hereafter referred to as "Alumax") on
September 25, 1996, the

9

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Company was indemnified by Alumax for substantially all of its costs, if any, related to environmental matters for occurrences arising prior to the closing date of the acquisition during the period of
time it was owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the remediation of certain specified existing National
Priorities List ("NPL") sites for which the Company had been named a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability
Information System ("CERCLA") as of the closing date of the acquisition, as well as certain potential costs for sites listed on state hazardous cleanup lists. With respect to all other environmental
matters, Alumax's obligations are limited to $125.0 million. However, notwithstanding the indemnity, the Company does not believe that it has any significant probable liability for
environmental claims. Further, the Company believes it to be unlikely that the Company would be required to bear environmental costs in excess of its pro rata share of such costs as a potentially
responsible party at any site.

7. Comprehensive Income:

Quarters endedMarch 30,
2001

March 31,
2000Net (loss) earnings

$
(2,078
)
$
1,350Other comprehensive loss:Foreign currency translation adjustment


(2,252
)

(1,624
)Loss on derivative instruments, net of taxes


(1,093
)

Comprehensive loss

$
(5,423
)
$
(274
)


8. Income Taxes:

The income tax benefit for the three months ended March 30, 2001, is computed at the effective rate projected to be applicable for the full year.

9. Segment Information:

For detailed information regarding the Company's reportable segments, see Note 12 to the Consolidated Financial Statements of the Company for the year
ended December 29, 2000, set forth in the Company's Annual Report on Form 10-K.

10

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Information about reported segments and a reconciliation of total segment sales to total consolidated sales and of total segment EBITDA to total consolidated earnings before income
taxes, for the quarters ended March 30, 2001 and March 31, 2000, is as follows:

|                                       |                                                      | Quarters Ended |       
|-------------------------------------- | ---------------------------------------------------- | -------------- | ------
|
|Sales                                  |                                                      |                |       
|European Roll Coating                  |                                                      | $              | 37,696
|U.S. Fabrication                       |                                                      |                | 77,360
|European Fabrication                   |                                                      |                | 16,908
|                                       |                                                      |                |       
|                                       | Total segment sales                                  |                |       
|Eliminations                           |                                                      |                | (751  
|                                       |                                                      |                |       
|                                       | Consolidated net sales                               |                | $     
|                                       |                                                      |                |       
|EBITDA                                 |                                                      |                |       
|European Roll Coating                  |                                                      | $              | 5,178 
|U.S. Fabrication                       |                                                      |                | 1,839 
|European Fabrication                   |                                                      |                | 2,505 
|                                       |                                                      |                |       
|                                       | Total EBITDA for reportable segments                 |                |       
|Expenses that are not segment specific |                                                      |                | (2,585
|Depreciation and amortization          |                                                      |                | (4,412
|Interest expense, net                  |                                                      |                | (6,560
|                                       |                                                      |                |       
|                                       | Consolidated net (loss) earnings before income taxes |                | $     
|                                       |                                                      |                |       

Segment
assets are not included in the above table because asset information is not reported by segment in the information reviewed by the chief operating decision maker for purposes
of making decisions about allocating resources to the segments and addressing performance.

11

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9. Segment Information (continued):

The following table reflects revenues from external customers by groups of similar products for the quarters ended March 30, 2001 and March 31,
2000:

|                                          |  |                                                                                                                                                             |  | Quarters Ended
|----------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|
|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 |  | $             
|Rural Contractors                         |  | Steel and aluminum roofing and siding                                                                                                                       |  |               
|Home Centers                              |  | Raincarrying systems, roofing accessories, windows, doors and shower enclosures                                                                             |  |               
|Manufactured Housing                      |  | Steel siding and trim components                                                                                                                            |  |               
|Distributors                              |  | Metal coils, raincarrying systems and roofing accessories                                                                                                   |  |               
|Industrial and Architectural Contractors  |  | Standing seam panels and siding and roofing accessories                                                                                                     |  |               
|Home Improvement Contractors              |  | Vinyl replacement windows; metal coils, raincarrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings     |  |               
|                                          |  |                                                                                                                                                             |  |               
|                                          |  |                                                                                                                                                             |  | $             
|                                          |  |                                                                                                                                                             |  |               

12

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10. Supplemental Condensed Combined Financial Statements:

On September 25, 1996, the Company issued Senior Subordinated Notes due 2006 (the "Notes"). Euramax International Limited, 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 ("Parent Guarantor"). In addition, Amerimax Holdings, Inc., Amerimax Fabricated Products, Inc., Euramax International Holdings Limited and Euramax Continental
Limited, holding company subsidiaries of Euramax, have provided full and unconditional guarantees of the Notes (collectively, the "Guarantor Subsidiaries"). The following supplemental condensed
combining financial statements as of March 30, 2001 and December 29, 2000, and for the quarters ended March 30, 2001 and March 31, 2000, reflect the financial position,
results of operations, and cash flows of each of the Parent Guarantor, the Co-Obligors, and such combined information of the Guarantor Subsidiaries and the non-guarantor
subsidiaries, principally the operating subsidiaries, (collectively, the "Non-Guarantor Subsidiaries"). The Co-Obligors and Guarantors are wholly-owned subsidiaries of Euramax
and are each jointly, severally, fully, and unconditionally liable under the Notes. Separate complete financial statements of each Co-Obligor and Guarantor are not presented because
management has determined that they are not material to investors.

|                                          |                               | Quarter ended March 30, 2001        |       
|----------------------------------------- | ----------------------------- | ----------------------------------- | ------
|
|Net sales                                 |                               | $                                   |      
|Costs and expenses:                       |                               |                                     |       
|                                          | Cost of goods sold            |                                     |       
|                                          | Selling and general           |                                     |       
|                                          | Depreciation and
amortization |                                     |       
|                                          |                               |                                     |       
|                                          |                               | (Loss) earnings from operations     |       
|Equity in (loss) earnings of subsidiaries |                               |                                     | (886  
|Interest expense, net                     |                               |                                     | (1,251
|Other income (expense), net               |                               |                                     | 8     
|                                          |                               |                                     |       
|                                          |                               | (Loss) earnings before income taxes |       
|(Benefit) provision for income taxes      |                               |                                     | (652  
|                                          |                               |                                     |       
|Net (loss) earnings                       |                               | $                                   | (2,078
|                                          |                               |                                     |       

13

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|                                     |                               | Quarter ended March 31, 2000        |      
|------------------------------------ | ----------------------------- | ----------------------------------- | -----
|
|Net sales                            |                               | $                                   |     
|Costs and expenses:                  |                               |                                     |      
|                                     | Cost of goods sold            |                                     |      
|                                     | Selling and general           |                                     |      
|                                     | Depreciation and amortization |                                     |      
|                                     |                               |                                     |      
|                                     |                               | (Loss) earnings from operations     |      
|Equity in earnings of subsidiaries   |                               |                                     | 2,067
|Interest (expense) income, net       |                               |                                     | (376 
|Other (expense) income, net          |                               |                                     |     
|                                     |                               |                                     |      
|                                     |                               | Earnings (loss) before income taxes |      
|(Benefit) provision for income taxes |                               |                                     | (458 
|                                     |                               |                                     |      
|Net earnings                         |                               | $                                   | 1,350
|                                     |                               |                                     |      

14

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|                                        |                                                | As of March 30, 2001      |        
|--------------------------------------- | ---------------------------------------------- | ------------------------- | -------
|
|ASSETS                                  |                                               
|Current assets:                         |                                                |                           |        
|                                        | Cash and
equivalents                           |                           | $      
|                                        | Accounts receivable, net                       |                           |        
|                                        | Inventories                                    |                           |        
|                                        | Other current assets                           |                           |        
|                                        |                                                |                           |        
|                                        |                                                | Total current assets      |        
|Property, plant and equipment, net      |                                                |                           |       
|Amounts due from affiliates             |                                                |                           | 94,137 
|Goodwill, net                           |                                                |                           |       
|Investment in consolidated subsidiaries |                                                |                           | 117,326
|Deferred income taxes                   |                                                |                           |       
|Other assets                            |                                                |                           |       
|                                        |                                                |                           |        
|                                        |                                                | $                         | 211,490
|                                        |                                                |                           |        
|LIABILITIES AND SHAREHOLDERS' EQUITY    |                                               
|Current liabilities:                    |                                                |                           |        
|                                        | Cash overdrafts                                |                           | $      
|                                        | Accounts payable                               |                           |        
|                                        | Accrued expenses and other current liabilities |                           |        
|                                        | Current maturities of long-term debt           |                           |        
|                                        |                                                |                           |        
|                                        |                                                | Total current liabilities |        
|Long-term debt, less current maturities |                                                |                           | 37,216 
|Amounts due to affiliates               |                                                |                           | 117,763
|Deferred income taxes                   |                                                |                           | (2,432 
|Other liabilities                       |                                                |                           |       
|                                        |                                                |                           |        
|                                        |                                                | Total liabilities         |        
|                                        |                                                |                           |        
|Shareholders'equity:                    |                                                |                           |        
|                                        | Common stock                                   |                           |        
|                                        | Additional paid-in capital                     |                           |        
|                                        | Treasury stock                                 |                           |        
|                                        | Retained earnings (deficit)                    |                           |        
|                                        | Dividends declared                             |                           |        
|                                        | Accumulated other comprehensive loss           |                           |        
|                                        |                                                |                           |        
|Total shareholders' equity              |                                                |                           | 59,721 
|                                        |                                                |                           |        
|                                        |                                                | $                         | 211,490
|                                        |                                                |                           |        

15

---

|                                        |                                                | As of December 29, 2000   |        
|--------------------------------------- | ---------------------------------------------- | ------------------------- | -------
|
|ASSETS                                  |                                               
|Current assets:                         |                                                |                           |        
|                                        | Cash and equivalents                           |                           | $      
|                                        | Accounts receivable, net                       |                           |        
|                                        | Inventories                                    |                           |        
|                                        | Other current assets                           |                           |        
|                                        |                                                |                           |        
|                                        |                                                | Total current assets      |        
|Property, plant and equipment, net      |                                                |                           |       
|Amounts due from affiliates             |                                                |                           | 99,126 
|Goodwill, net                           |                                                |                           |       
|Investment in consolidated subsidiaries |                                                |                           | 121,120
|Deferred income taxes                   |                                                |                           |       
|Other assets                            |                                                |                           |       
|                                        |                                                |                           |        
|                                        |                                                | $                         | 220,373
|                                        |                                                |                           |        
|LIABILITIES AND SHAREHOLDERS' EQUITY    |                                               
|Current liabilities:                    |                                                |                           |        
|                                        | Cash overdrafts                                |                           | $      
|                                        | Accounts payable                               |                           |        
|                                        | Accrued expenses and other current liabilities |                           |        
|                                        | Current maturities of long-term debt           |                           |        
|                                        |                                                |                           |        
|                                        |                                                | Total current liabilities |        
|Long-term debt, less current maturities |                                                |                           | 37,216 
|Amounts due to affiliates               |                                                |                           | 120,090
|Deferred income taxes                   |                                                |                           | (2,430 
|Other liabilities                       |                                                |                           |       
|                                        |                                                |                           |        
|                                        |                                                | Total liabilities         |        
|                                        |                                                |                           |        
|Shareholders'equity:                    |                                                |                           |        
|                                        | Common stock                                   |                           |        
|                                        | Additional paid-in capital                     |                           |        
|                                        | Treasury stock                                 |                           |        
|                                        | Retained earnings (deficit)                    |                           |        
|                                        | Dividends declared                             |                           |        
|                                        | Accumulated other comprehensive loss           |                           |        
|                                        |                                                |                           |        
|Total shareholders' equity              |                                                |                           | 64,707 
|                                        |                                                |                           |        
|                                        |                                                | $                         | 220,373
|                                        |                                                |                           |        

16

---

|                                                    |                                             | Quarter ended March 30, 2001                        |       
|--------------------------------------------------- | ------------------------------------------- | --------------------------------------------------- | ------
|
|Net cash (used in)/provided by operating activities |                                             | $                                                   | (2,662
|                                                    |                                             |                                                     |       
|Cash flows from investing activities:               |                                             |                                                     |       
|                                                    | Proceeds from sales of assets               |                                                     |       
|                                                    | Capital expenditures                        |                                                     |       
|                                                    |                                             |                                                     |       
|                                                    |                                             | Net cash used in investing activities               |       
|Cash flows from financing activities:               |                                             |                                                     |       
|                                                    | Net borrowings on revolving credit facility |                                                     |       
|                                                    | Repayment of long-term debt                 |                                                     |       
|                                                    | Dividends paid                              |                                                     |       
|                                                    | Change in cash overdrafts                   |                                                     |       
|                                                    | Due to/from affiliates                      |                                                     |       
|                                                    |                                             |                                                     |       
|                                                    |                                             | Net cash provided by/(used in) financing activities |       
|Effect of exchange rate changes on cash             |                                             |                                                     |      
|                                                    |                                             |                                                     |       
|Net increase/(decrease) in cash and equivalents     |                                             |                                                     |      
|Cash and equivalents at beginning of period         |                                             |                                                     |      
|                                                    |                                             |                                                     |       
|Cash and equivalents at end of period               |                                             | $                                                   |      
|                                                    |                                             |                                                     |       

17

---

|                                                    |                                             | Quarter ended March 31, 2000                        |       
|--------------------------------------------------- | ------------------------------------------- | --------------------------------------------------- | ------
|
|Net cash (used in)/provided by operating activities |                                             | $                                                   | (1,004
|                                                    |                                             |                                                     |       
|Cash flows from investing activities:               |                                             |                                                     |       
|                                                    | Proceeds from sales of assets               |                                                     |       
|                                                    | Capital expenditures                        |                                                     |       
|                                                    |                                             |                                                     |       
|                                                    |                                             | Net cash used in investing activities               |       
|Cash flows from financing activities:               |                                             |                                                     |       
|                                                    | Net borrowings on revolving credit facility |                                                     |       
|                                                    | Repayment of long-term debt                 |                                                     |       
|                                                    | Changes in cash overdrafts                  |                                                     |       
|                                                    | Due to/from affiliates                      |                                                     |       
|                                                    |                                             |                                                     |       
|                                                    |                                             | Net cash provided by/(used in) financing activities |       
|Effect of exchange rate changes on cash             |                                             |                                                     |      
|                                                    |                                             |                                                     |       
|Net increase/(decrease) in cash and equivalents     |                                             |                                                     |      
|Cash and equivalents at beginning of period         |                                             |                                                     |      
|                                                    |                                             |                                                     |       
|Cash and equivalents at end of period               |                                             | $                                                   |      
|                                                    |                                             |                                                     |       

18

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

Business Overview

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements included elsewhere in this document, as well as the
year-end Consolidated Financial Statements and Management's Discussion and Analysis included in the Company's Annual Report on Form 10-K for the year ended
December 29, 2000.

The
Company is an international producer of value-added aluminum, steel, vinyl and fiberglass fabricated products, with facilities strategically located in the United Kingdom
("U.K."), The Netherlands, France, and all major regions of the continental United States ("U.S."). Euramax's core products include specialty coated coils, aluminum recreational vehicle ("RV")
sidewalls, RV doors, farm and agricultural panels, roofing accessories, metal and vinyl raincarrying systems, soffit and fascia systems, and vinyl replacement windows. The Company's customers include
original equipment manufacturers ("OEMs") such as RV, commercial panel and transportation industry manufacturers; rural contractors; home centers; manufactured housing producers; distributors;
industrial and architectural contractors; and home improvement contractors.

Financial
results for the quarter ended March 30, 2001, compared to the same period of 2000, reflect lower demand in most U.S. markets, generally attributable to the U.S.
economic environment. Most notably, sales to the U.S. RV market are 19.9% lower than in the first quarter of 2000. Net sales to the U.S. RV market accounted for 13.6% of the Company's total net sales
in the quarter ended March 30, 2001. Results also reflect weak European currencies relative to the U.S. Dollar. These conditions contributed to reduce operating earnings for the first quarter
of 2001 to $4.7 million from $7.9 million in the first quarter of 2000. Approximately $494.3 thousand of this $3.2 million decrease was attributable to weakening European
currencies relative to the dollar.

Results of Operations

Quarter Ended March 30, 2001 as Compared to Quarter Ended March 31, 2000

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

Quarters endedMarch 30,
2001

March 30,
2000Statements of Earnings Data:Net sales

100.0
%
100.0
%Costs and expenses:Cost of goods sold

82.4

82.1Selling and general

10.6

9.7Depreciation and amortization

3.4

2.6Earnings from operations

3.6

5.6Interest expense, net

(5.0
)
(3.8
)Other expense, net

(1.7
)
(0.1
)(Loss) earnings before income taxes

(3.1
)
1.7(Benefit) provision for income taxes

(1.5
)
0.7Net (loss) earnings

(1.6
)%
1.0
%


19

---

|              |        | Net Sales
Quarters ended |        | Earnings (loss) from Operations
Quarters ended |  
|------------- | ------ | ------------------------ | ------ | ---------------------------------------------- | -
|
|United States |        | $                        | 77,360 |                                                | $
|Europe        |        |                          | 53,853 |                                                |  
|              |        |                          |        |                                                |  
|              | Totals |                          | $      | 131,213                                        |  
|              |        |                          |        |                                                |  

Net Sales.Net sales decreased 7.8% to $131.2 million for the quarter ended March 30, 2001, from
$142.3 million for the quarter ended March 31, 2000. Sales in the U.S. declined principally due to lower net sales of aluminum and laminated fiberglass wall products to the U.S. RV
market, in addition to lower net sales of steel and aluminum roofing and siding, particularly to the manufactured housing and rural contractor markets. These decreases were partially offset by an
increase in home center sales as a result of the Gutter World, Inc. and Global Expanded Metals, Inc. acquisitions in the second quarter of 2000 (see Note 2 to the Condensed
Consolidated Financial Statements), along with an increase in vinyl window sales to home improvement contractors. These results provide an indication that the effects of rising fuel costs and lower
consumer confidence continued to adversely affect end-user demand for RV's in the U.S. The Company's U.S. subsidiaries are included in the U.S. Fabrication Segment (see Note 10 to
the Condensed Consolidated Financial Statements).

Excluding
a decline in reported net sales of approximately $4.4 million due to the weakening of foreign exchange rates relative to the U.S. Dollar, first quarter net sales in
Europe increased by approximately 1.9% over the same period in 2000. This increase included increases in net sales in the European Roll Coating segment and European Fabrication segment of 2.0% and
1.6%, respectively (see Note 8 to the Condensed Consolidated Financial Statements). These increases resulted primarily from strong demand for painted aluminum in Europe from producers of
commercial building panels.

Cost of goods sold.Cost of goods sold, as a percentage of net sales, increased to 82.4% for the quarter ended
March 30, 2001, from 82.1% for the quarter ended March 31, 2000. This increase is primarily attributable to fixed costs which were a greater percentage of lower net sales compared to the
first quarter of 2000.

Selling and general.Selling and general expenses, as a percentage of net sales, increased to 10.6% for the quarter
ended March 31, 2001, from 9.7% for the quarter ended March 30, 2000. This increase is primarily attributable to the reduction in net sales.

Depreciation and amortization.Depreciation and amortization, as a percentage of net sales, was 3.4% for the quarter
ended March 30, 2001, compared to 2.6% for the quarter ended March 31, 2000. The increase in depreciation and amortization is primarily the result of business acquisitions.

Earnings from operations.As noted above, earnings from operations in the U.S. declined to a loss of
$1.3 million for the quarter ended March 31, 2001, from earnings of $1.5 million for the quarter ended March 31, 2000, and earnings from operations in Europe decreased to
$6.0 million for the quarter ended March 30, 2001, from $6.4 million for the quarter ended March 30, 2000. The decrease in earnings from operations in the U.S. is largely
attributable to the impact the slow down in the U.S. economy had on sales to the RV industry, the rural contractor industry and the manufactured housing industry. Cost cutting efforts were not able to
offset the declines in sales volume to these industries. The decrease in earnings from operations in Europe is attributable to the weakening of European currencies relative to the U.S. Dollar, which
reduced reported operating earnings by $494.3 thousand compared to the first quarter of 2000.

Interest expense, net.Net interest expense, increased to $6.6 million for the quarter ended March 30,
2001, from $5.4 million for the quarter ended March 31, 2000. The increase in interest expense is due to additional borrowings to fund acquisitions, as well as higher interest rates.

20

---

Other expenses, net.Other expenses increased to $2.2 million for the quarter ended March 30, 2001, from
$112.7 thousand for the quarter ended March 31, 2000. The increase in other expenses is primarily the result of the change in fair value of the Company's derivative instruments that are
not designated as a hedge under SFAS 133 (see Note 3 to the Condensed Consolidated Financial Statements), in addition to the reclassification of a portion of the cumulative effect
transition adjustment resulting from the adoption of SFAS 133 from accumulated comprehensive income. SFAS 133 was adopted by the Company effective December 30, 2000.

Benefit for income taxes.The income tax provision for the period is based on the effective tax rate expected to be
applicable for the full year. The effective rate for the provision for income taxes increased to 48.5% from 42.7% for the quarters ended March 30, 2001 and March 31, 2000, respectively.
The increase in the effective rate is primarily due to valuation allowances provided for U.S. state net operating losses.

Liquidity and Capital Resources

Liquidity.The Company's primary liquidity needs arise from debt service incurred in connection with acquisitions and
the funding of capital expenditures. The Company's liquidity sources at March 30, 2001 included $40.9 million fully available under its revolving credit facility and $9.1 million
in cash. During the first quarter of 2001, the Company paid approximately $11.2 million of long-term debt in connection with the Excess Cash Flow Provision of the Credit Agreement.
The payment was funded through borrowings under the revolving credit facility. The Company's financial performance in 2000 and the first quarter of 2001 increased the Company's risk of not complying
with certain restrictive covenants at each measurement date for the year 2001. Accordingly, effective March 19, 2001, the Company amended its Credit Agreement to, among other items, lower the
minimum EBITDA requirement and the interest coverage ratio and raise the total leverage ratio. The Company anticipates that these changes will provide flexibility sufficient to prevent an event of
default during 2001 resulting from a breach of restrictive covenants, although no assurance to that effect can be given.

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

The
Company's primary source of liquidity is funds generated from operations, which are supplemented by borrowings under the Credit Agreement. Net cash used in operating activities
for the quarters ended March 30, 2001 and March 31, 2000 were $6.1 million and $11.3 million, respectively. The decrease in cash used in operating activities for the
quarter ended March 30, 2001, compared to the quarter ended March 31, 2000, is primarily related to a reduction in inventory levels resulting from a focused effort to reduce working
capital levels.

Net
cash used in investing activities decreased to $1.8 million for the quarter ended March 30, 2001, from $2.7 million for the quarter ended March 31,
2000, as a result of reduced capital expenditures.

Net
cash provided by financing activities decreased to $9.8 million for the quarter ended March 30, 2001, from $16.3 million for the quarter ended
March 31, 2000, primarily due to reduced borrowings under the Credit Agreement as a result of lower working capital needs in the quarter ended March 30, 2001 compared to the quarter
ended March 31, 2000.

21

---

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

Capital Expenditures.The Company's capital expenditures were $1.8 million and $2.7 million for the
quarters ended March 30, 2001 and March 31, 2000, respectively. Capital expenditures in 2001 include approximately $273.6 thousand for improvements to the paintlines in Corby,
England and Roermond, The Netherlands, and approximately $1.0 million for several projects related to business expansion. The balance of capital expenditures relates primarily to purchases and
upgrades of fabricating equipment. Capital expenditures in 2000 included approximately $1.3 million for several projects related to business expansion and cost reduction activities. The balance
of capital expenditures in 2000 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 to comply with Environmental Laws. The Company estimates that its environmental capital expenditures for 2001 will
approximate $150.0 thousand.

Working Capital Management.Working capital was $92.6 million as of March 30, 2001, compared to
$79.3 million as of December 29, 2000. The increase in working capital is primarily attributable to seasonal demands of the business and a reduction in accrued interest payable.

Environmental Matters

The Company's exposure to environmental matters has not changed significantly from the year ended December 29, 2000. For detailed information regarding
environmental matters, see "Management's Discussion and AnalysisRisk Management" set forth in the Company's Annual Report on Form 10-K for the year ended
December 29, 2000.

Note Regarding Forward-Looking Statements:The Management's Discussion and Analysis and other
sections of this Form 10-Q may contain 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 statements include terminology such as "expects," "anticipates," "intends," "plans," "believes," "estimates," or variations of
such words and similar expressions regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in this report include, but are not limited to:
(1) statements regarding the Company's expectations to continue acquiring businesses that will allow it to expand its customer base, geographic coverage and product offerings;
(2) statements regarding the Company's belief that rising interest rates, rising fuel costs and lower consumer confidence are affecting end-user demand for RV's in the US;
(3) statements regarding the Company's expectation for further deterioration of market conditions in the U.S. RV industry and continued softness in markets for steel roofing and siding panels;
(4) statements regarding the Company's expectation that the strength of its European markets will continue; (5) statements regarding the Company's expectation that negotiated price
increases in the U.S. will widen U.S. operating margins; (6) statements regarding the Company's expectation that its sources of liquidity will provide the liquidity required, if necessary, to
supplement lower cash flow from operations; and (7) statements regarding the Company's belief that current levels of working capital represent a liquid source of funds available for future cash
flows. These forward-looking statements are based on a number of assumptions that could ultimately prove inaccurate, and, therefore, there can be no assurance that they will prove to be accurate. All
such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Important factors that could cause future financial performance to
differ materially and significantly from past results and from those expressed or implied in this document include, without limitation, the risks of acquisition of businesses (including limited
knowledge of the businesses acquired and misrepresentations by sellers), changes in business strategy or development plans, the cyclical demand for the Company's products, the supply and/or price of
aluminum and other raw materials,

22

---

currency exchange rate fluctuations, environmental regulations, availability of financing, competition, reliance on key management personnel, ability to manage growth, loss of customers, and a variety
of other factors. For further information on these and other risks, see the "Risk Factors" section of Item 1 of the Company's Annual Report on Form 10-K for the year ended
December 29, 2000, as well as the Company's other filings with the Securities and Exchange Commission. The Company assumes no obligation to update publicly its forward-looking statements,
whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The following discussion about the Company's risk-management activities includes forward-looking statements that involve risk and uncertainties.
Actual results could differ materially from those projected in the forward-looking statement. See "Note Regarding Forward Looking Statements" for additional information regarding the Private
Securities Litigation Reform Act. The Company's management of market risk from changes in interest rates, exchange rates and commodity prices has not changed from the year ended December 29,
2000. For detailed information regarding the Company's risk management, see "Management's Discussion and AnalysisRisk Management" and "Item 7A. Quantitative and Qualitative Disclosures
about Market Risk" set forth in the Company's Annual Report on Form 10-K for the year ended December 29, 2000.

Interest Rate Risk

This analysis presents the hypothetical loss in fair value and increase in interest expense of those financial instruments and derivative instruments held by
the Company at March 30, 2001, which are sensitive to changes in interest rates. All other factors remaining unchanged, a hypothetical 10 percent increase in interest rates would
decrease the fair value of the Company's fixed-rate, long-term debt outstanding at March 30, 2001, by approximately $6.4 million, based upon the use of a
discounted cash flow model, as compared to a hypothetical decrease in fair value of approximately $6.7 million at December 29, 2000.

A
hypothetical 10 percent increase in interest rates for one year on the Company's variable rate financial instruments and derivative instruments would increase interest
expense by approximately $924.5 thousand as calculated at March 30, 2001, as compared to a hypothetical increase in interest expense of approximately $919.0 thousand as calculated
at December 29, 2000.

Foreign Currency Exchange Risk

This analysis presents the hypothetical increase in foreign exchange loss and increase in interest expense related to those financial instruments and
derivative instruments held by the Company at March 30, 2001, which are sensitive to changes in foreign currency exchange risks. A hypothetical 10 percent decrease in foreign currency
exchange rates would increase the Company's foreign exchange loss by approximately $860.1 thousand for those financial instruments and derivative instruments affected by foreign currency
exchange fluctuations, as compared to a hypothetical increase in foreign exchange loss of approximately $844.2 thousand for the year ended December 29, 2000.

All
other factors remaining unchanged, a hypothetical 10 percent increase in foreign currency exchange rates for one year would increase interest expense by approximately
$472.8 thousand as calculated at
March 30, 2001, for those financial instruments and derivative instruments affected by foreign currency exchange fluctuations, as compared to a hypothetical increase in interest expense of
approximately $497.3 thousand as calculated at December 29, 2000. The hypothetical decrease in interest expense is primarily due to the weakening of the Euro and Pound Sterling relative
to the U.S. Dollar on the Company's currency swaps.

23

---



Part IIOther Information

Item 6.  Exhibits and Reports on Form 8-K

|(a)(1) |  | The following consolidated financial statements of Euramax International, Inc. and its subsidiaries are included in Part I, Item 1.
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------
|       |  | Condensed Consolidated Statements of Operations for the quarters ended March 30, 2001 and March 31, 2000                           
|       |  | Condensed Consolidated Balance Sheets at March 30, 2001 and December 29, 2000                                                      
|       |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 30, 2001 and March 31, 2000                       
|       |  | Notes to Condensed Consolidated Financial Statements                                                                               
|(b)    |  | The Company filed no reports on Form 8-K during the three months ended March 30, 2001.                                             

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c)         |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|Exhibits:   |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.1**       |  | Purchase Agreement dated as of April 28, 1997, among the Company and Genstar Capital Corporation ("GCC"), Ontario Teachers' Pension Plan Board and the Management Stockholders of Gentek Holdings, Inc. ("Holdings") as sellers GCC as sellers'
representative; Holdings and Gentek Building Products, Inc. ("GBPI"). (Incorporated by reference to Exhibit 2.1 of the Registrant's Form 8-K filed August 1, 1997).
|2.2******   |  | Proposals for the acquisition of the entire issued share capital of Euramax International Limited by Euramax International, Inc. to be effected by means of a Scheme Arrangement under Section 425 of the Companies Act 1985                                                                                                                                                                                       
|2.3******** |  | Purchase Agreement dated as of March 10, 2000, by and between Amerimax Home Products, Inc., Gutter World, Inc. and Global Expanded Metals, Inc., and all of the stockholders of Gutter World, Inc. and Global Expanded Metals,
 Inc.                                                                                                                                                                               
|3.1*        |  | Articles of Association of Euramax International plc                                                                                                                                                                                                                                                                                                                                                               
|3.2*        |  | Memorandum and Articles of Association of Euramax European Holdings plc                                                                                                                                                                                                                                                                                                                                            
|3.3*        |  | Articles of Association of Euramax International B.V.                                                                                                                                                                                                                                                                                                                                                              
|3.4*        |  | Articles of Incorporation of Amerimax Holdings, Inc.                                                                                                                                                                                                                                                                                                                                                               
|3.5*        |  | Bylaws of Amerimax Holdings, Inc.                                                                                                                                                                                                                                                                                                                                                                                  
|4.3*        |  | Indenture, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and the Chase Manhattan Bank, as Trustee.                                                                                                                                                                                                
|4.4*        |  | Deposit Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., and The Chase Manhattan Bank, as book-entry depositary                                                                                                                                                                                                   
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                    

24

---

|           |  |                                                                                                                                                                                                                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.5*       |  | Registration Rights Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan
Securities Inc. and Goldman Sachs & Co.                                       
|4.6*       |  | Purchase Agreement dated as of September 18, 1996, by and among Euramax International Ltd., Euramax European Holdings Ltd., Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman
Sachs & Co.                                                 
|4.7******* |  | Supplemental Indenture, dated as of November 18, 1999, among Euramax International Limited, Euramax European Holdings plc, Euramax European Holdings, B.V., as Issuers, Amerimax Holdings, Inc., as Guarantor, and The Chase Manhattan Bank, as
Trustee                                     
|4.8******* |  | Amended and Restated Supplemental Indenture, dated as of December 14, 1999, among Euramax International Limited, Euramax European Holdings plc, Euramax European Holdings, B.V., as Issuers, Amerimax Holdings, Inc., as Guarantor, and The
Chase Manhattan Bank, as Trustee                
|10.1*      |  | Purchase Agreement, dated as of June 24, 1996, by and between Euramax International Ltd. and Alumax Inc.                                                                                                                                                                                    
|10.2*      |  | Executive Employment Agreement, dated as of September 25, 1996, by and between J. David Smith and Euramax International plc                                                                                                                                                                 
|10.5*      |  | Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of Banque Paribas, as agent                                                                                                                                                                
|10.6*      |  | Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in favor of Banque Paribas, as agent                                                                                                                                                     
|10.7*      |  | Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Home Products, Inc. in favor of Banque Paribas, as agent                                                                                                                                                           
|10.8*      |  | Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Building Products, Inc. in favor of Banque Paribas, as agent                                                                                                                                                       
|10.9*      |  | Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Coated Products, Inc. in favor of Banque Paribas, as agent                                                                                                                                                         
|10.10*     |  | Domestic Security Agreement, dated as of September 25, 1996, by Johnson Door Products, Inc. in favor of Banque Paribas, as agent                                                                                                                                                            
|10.11*     |  | Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Specialty Products, Inc. in favor of Banque Paribas, as agent                                                                                                                                                      
|10.12*     |  | Domestic Subsidiary Guaranty, dated as of September 25, 1996, by each of Amerimax Home Products, Inc., Amerimax Specialty Products, Inc., Amerimax Building Products, Inc., Amerimax Coated Products and Johnson Door Products,
 Inc. in favor of the Guarantied Parties referred to therein
|10.13*     |  | U.S. Holdings Guaranty, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of the Guaranteed Parties referred to therein                                                                                                                                                   
|10.14*     |  | U.S. Holdings Pledge Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc., to Banque Paribas, as Agent                                                                                                                                                                     
|           |  |                                                                                                                                                                                                                                                                                             

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|             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.15*       |  | U.S. Operating Co. Guaranty, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in favor of the Guarantied Parties referred to therein                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.16*       |  | U.S. Operating Co. Pledge Agreement dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. to Banque Paribas, as Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.17*       |  | Euramax Assignment Agreement, dated as of September 25, 1996, by Euramax International plc in favor of Banque Paribas, as Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.18*       |  | Euramax Pledge Agreement, dated as of September 25, 1996, by Euramax International plc to Banque Paribas, as Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.19*       |  | Building Products Pledge Agreement, dated as of September 25, 1996, by Amerimax Building Products, Inc. to Banque Paribas, as Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.20*       |  | Dutch Holdings Guaranty, dated as of September 25, 1996, by Euramax European Holdings B.V. in favor of the Guarantied Parties referred to therein                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.21*       |  | Dutch Company Guaranty, dated as of September 25, 1996, by Euramax Netherlands B.V., in favor of the Guarantied Parties referred to therein                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.22*       |  | Dutch Operating Co. Guaranty, dated as of September 25, 1996, by Euramax Europe B.V., in favor of the Guarantied Parties referred to therein                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.23*       |  | Dutch Subsidiary Guaranty, dated as of September 25, 1996, by Euramax Coated Products B.V., in favor of the Guarantied Parties referred to therein                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.24***     |  | Amended and Restated Credit Agreement, dated as of July 16, 1997, by and among Amerimax Fabricated Products, Euramax Holdings Limited, Euramax Europe B.V., Euramax Netherlands B.V., as Borrowers; Euramax International plc, Amerimax Holdings,
 Inc., Euramax European Holdings plc, Euramax European Holdings B.V., Euramax Europe Limited and certain of their operating subsidiaries, as other Loan Parties; Banque Paribas, as Agent, as a Lender and as the Issuer; and the other lenders named
therein. (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q for the quarter ended June 28, 1997.)
|10.25***     |  | Amendment to Credit Agreement, dated as of December 18, 1997, by and among Amerimax Fabricated Products, Euramax Holdings Limited, Euramax Europe B.V., Euramax Netherlands B.V., as Borrowers; Euramax International plc, Amerimax Holdings,
 Inc., Euramax European Holdings plc, Euramax European Holdings B.V., Euramax Europe Limited and certain of their operating subsidiaries, as other Loan Parties; Banque Paribas, as Agent, as a Lender and as the Issuer; and the other lenders named
therein. (Incorporated by reference to Exhibit 10.25 of the Registrant's Form 10-K for the year ended December 26, 1997.)  
|10.26****    |  | Incentive Compensation Plan effective January 1, 1997, by Euramax International Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.27****    |  | Phantom Stock Plan effective January 1, 1999, by Euramax International Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.28*****   |  | Amendment and Waiver dated as of April 6, 1999, among Euramax International Limited, and its subsidiaries, Paribas (as Agent and Lender), and the Lenders, to the Amended and Restated Credit Agreement dated as of July 16, 1997                                                                                                                                                                                                                                                                                                                                                                                              
|10.29******* |  | Amendment, dated as of December 8, 1999, among Euramax International Limited, the other Loan Parties, the Swing Loan Lender and the Issuer and Paribas, as Agent, to (a) the Amended and Restated Credit Agreement, dated as of July 16,
1997 and (b) the other Loan Documents                                                                                                                                                                                                                                                                                                                                                 
|             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|               |  |                                                                                                                                                                                                                                                                                       
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.30*******   |  | Amendment and Consent, dated as of December 9, 1999, among Euramax International Limited, the other Loan Parties, the Swing Loan Lender and the Issuer and Paribas, as Agent, to (a) Amended and Restated Credit Agreement, dated as of
July 16, 1997 and (b) the other Loan Documents
|10.31********* |  | Amendment and Waiver dated as of April 10, 2000, among Euramax International, Inc. and its subsidiaries, Paribas (as Agent and Lender), and the Lenders, to the Amended and Restated Credit Agreement dated as of July 16, 1997                                                       
|10.32          |  | Amendment and Waiver dated as of March 19, 2001, among Euramax International, Inc. and its subsidiaries, Paribas (as Agent and Lender), and the Lenders, to the Amended and Restated Credit Agreement dated as of July 16, 1997                                                       

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|*         |  | Incorporated by reference to the Exhibit with the same number in the Registrant's Registration Statement on Form S-4 (333-05978) which became effective on February 7, 1997.
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**        |  | Incorporated by reference to the Exhibit with the same number in the Registrant's Annual Report on Form 10-K (333-05978) which was filed on March 12, 1998.                 
|***       |  | Incorporated by reference to the Exhibit with the same number in the Registrant's Annual Report on Form 10-K (333-05978) which was filed on March 5, 1999.                  
|****      |  | Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on April 26, 1999.                           
|*****     |  | Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on August 2, 1999.                           
|******    |  | Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on November 3, 1999.                         
|*******   |  | Incorporated by reference to the Exhibit with the same number in the Registrant's Annual Report on Form 10-K (333-05978) which was filed on March 23, 2000.                 
|********  |  | Incorporated by reference to Exhibit 2.2 in the Registrant's Current Report on Form 8-K (333-05978) which was filed on April 24, 2000.                                      
|********* |  | Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on August 10, 2000.                          

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SIGNATURES

Pursuant to the requirements 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 its behalf by the undersigned, thereunto duly authorized.

EURAMAX INTERNATIONAL, INC.

|Signature                            |  | Title                                 |  | Date        
|------------------------------------ |  | ------------------------------------- |  | ------------
|                                     |  |                                       |  |             
|/s/J. DAVID SMITHJ. David Smith      |  | Chief Executive Officer and President |  | May 10, 2001
|/S/ R. SCOTT VANSANTR. Scott Vansant |  | Chief Financial Officer and Secretary |  | May 10, 2001

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