**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-Q**

 

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

 

**Forthe quarterly period ended March 28, 2003**

 

**OR**

 

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

 

**Forthe transition period from                     to                     **

 

**Commissionfile number  333-05978**

 

#### **EURAMAX INTERNATIONAL, INC.**

(Exact name of registrant as specified in its charter)

 

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

 

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

 

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

ý Yes  o No

 

Indicate by check markwhether the registrant is an accelerated filer (as defined by Rule 12b-2 of theAct).

 ̈ Yes  ý No

 

As of May 6, 2003,Registrant had outstanding 437,695.64 shares of Class A common stock and44,346.80 shares of Class B common stock.

 

 

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**Part I - Financial Information**

 

**Item 1.  Financial Statements**

 

**Euramax International, Inc. and Subsidiaries****Condensed Consolidated Statements ofOperations(Thousands of U.S. Dollars)(Unaudited)**
|                           |   | **Quarters ended**  |    |
|--------------------------------|--------|---------------------|---------|
|                           |   | **March 28,  2003** |    | **March 29,  2002** |   |
|                           |   |                |    |   |   |
| Net sales                      |   | $                   | 146,158 |   | $ | 132,960 |   |
|                           |   |                |    |   |   |
| Costs and expenses:            |   |                |    |   |   |
| Cost of goods sold             |   | 117,566             |    | 106,258 |   |
| Selling and general            |   | 15,590              |    | 14,549 |   |
| Depreciation and  amortization |   | 3,745               |    | 3,424 |   |
| Earnings from  operations      |   | 9,257               |    | 8,729 |   |
|                           |   |                |    |   |   |
| Interest expense, net          |   | (5,448              | )       | (5,361 | ) |
| Other income (expense),  net   |   | 214                 |    | (82 | ) |
| Earnings before income  taxes  |   | 4,023               |    | 3,286 |   |
| Provision for income  taxes    |   | 1,581               |    | 1,206 |   |
| Net earnings                   |   | $                   | 2,442   |   | $ | 2,080 |   |

 

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

 

2

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**Euramax International, Inc. and Subsidiaries****CondensedConsolidated Balance Sheets(Thousands of U.S. Dollars)(Unaudited)**
|                                            |   | **March 28,  2003** |    | **December 27,  2002** |   |
|-------------------------------------------------|--------|---------------------|---------|------------------------|--------|
| **ASSETS**                                      |   |                |    |                   |   |
| Current assets:                                 |   |                |    |                   |   |
| Cash and equivalents                            |   | $                   | 11,516  |                   | $      | 11,646 |   |
| Accounts receivable,  net                       |   | 99,476              |    | 88,508                 |   |
| Inventories                                     |   | 87,454              |    | 78,480                 |   |
| Other current assets                            |   | 8,396               |    | 5,081                  |   |
| Total current assets                            |   | 206,842             |    | 183,715                |   |
| Property, plant and  equipment, net             |   | 111,803             |    | 112,037                |   |
| Goodwill, net                                   |   | 111,332             |    | 110,799                |   |
| Deferred income taxes                           |   | 4,961               |    | 4,975                  |   |
| Other assets                                    |   | 4,902               |    | 4,914                  |   |
|                                            |   | $                   | 439,840 |                   | $      | 416,440 |   |
|                                            |   |                |    |                   |   |
| **LIABILITIES AND SHAREHOLDERS’  EQUITY**  |   |                |    |                   |   |
| Current liabilities:                            |   |                |    |                   |   |
| Cash overdrafts                                 |   | $                   | 1,370   |                   | $      | 1,880 |   |
| Accounts payable                                |   | 71,303              |    | 57,104                 |   |
| Accrued expenses and  other current liabilities |   | 35,997              |    | 34,251                 |   |
| Total current  liabilities                      |   | 108,670             |    | 93,235                 |   |
| Long-term debt, less  current maturities        |   | 202,426             |    | 196,972                |   |
| Deferred income taxes                           |   | 19,534              |    | 19,421                 |   |
| Other liabilities                               |   | 20,064              |    | 20,593                 |   |
| Total liabilities                               |   | 350,694             |    | 330,221                |   |
| Shareholders’equity:                       |   |                |    |                   |   |
| Common stock                                    |   | 500                 |    | 500                    |   |
| Additional paid-in  capital                     |   | 53,220              |    | 53,220                 |   |
| Treasury stock                                  |   | (3,460              | )       | (2,056                 | )      |
| Retained earnings                               |   | 46,881              |    | 44,439                 |   |
| Accumulated other  comprehensive loss           |   | (7,995              | )       | (9,884                 | )      |
| Total shareholders’  equity                |   | 89,146              |    | 86,219                 |   |
|                                            |   | $                   | 439,840 |                   | $      | 416,440 |   |

 

The accompanying notesare 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****(Thousandsof U.S. Dollars)****(Unaudited)**
|                                             |   | **Quarters ended**  |   |
|--------------------------------------------------|--------|---------------------|--------|
|                                             |   | **March 28,  2003** |   | **March 29,  2002** |   |
|                                             |   |                |   |   |   |
| Net cash used in  operating activities           |   | $                   | (826   | ) | $ | (10,795 | ) |
|                                             |   |                |   |   |   |
| Cash flows from  investing activities:           |   |                |   |   |   |
| Proceeds from sales of  assets                   |   | 45                  |   | — |   |
| Capital expenditures                             |   | (3,026              | )      | (1,134 | ) |
| Net cash used in  investing activities           |   | (2,981              | )      | (1,134 | ) |
|                                             |   |                |   |   |   |
| Cash flows from  financing activities:           |   |                |   |   |   |
| Net borrowings on  revolving credit facility     |   | 5,444               |   | 50,761 |   |
| Repayment of long-term  debt                     |   | —              |   | (38,951 | ) |
| Changes in cash  overdrafts                      |   | (510                | )      | 2,006 |   |
| Proceeds from  settlement of currency swap       |   | —              |   | 2,790 |   |
| Purchase of treasury  stock                      |   | (1,404              | )      | — |   |
| Deferred financing fees                          |   | (116                | )      | (1,348 | ) |
| Net cash provided by  financing activities       |   | 3,414               |   | 15,258 |   |
|                                             |   |                |   |   |   |
| Effect of exchange rate  changes on cash         |   | 263                 |   | (66 | ) |
|                                             |   |                |   |   |   |
| Net (decrease) increase  in cash and equivalents |   | (130                | )      | 3,263 |   |
| Cash and equivalents at  beginning of period     |   | 11,646              |   | 5,897 |   |
| Cash and equivalents at  end of period           |   | $                   | 11,516 |   | $ | 9,160 |   |

 

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

 

4

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**EuramaxInternational, Inc. and SubsidiariesNotes to Condensed Consolidated Financial Statements(Thousands of U.S. Dollars)(Unaudited)**

 

**1.  Basis ofPresentation:**

 

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

 

The CondensedConsolidated Financial Statements of the Company have been prepared inaccordance with accounting principles generally accepted in the United Statesfor interim financial information and with the rules and regulations of theSecurities and Exchange Commission (the “SEC”). Accordingly, they do notinclude all of the information and footnotes required by accounting principlesgenerally accepted in the United States for complete financial statements. Inthe opinion of the management of the Company, these statements include alladjustments necessary for a fair presentation of the results of all interimperiods reported herein. All adjustments are of a normal recurring natureunless otherwise disclosed. Management believes that the disclosures made areadequate for a fair presentation of results of operations, financial positionand cash flows. These Condensed Consolidated Financial Statements should beread in conjunction with the year-end Consolidated Financial Statements and accompanyingnotes included in the Company’s Annual Report on Form 10-K for the year endedDecember 27, 2002. Operating results for the period ended March 28, 2003, arenot necessarily indicative of future results that may be expected for the yearending December 26, 2003.

 

Per share data has notbeen presented since such data provides no useful information, as the shares ofthe Company are closely held.

 

**2.  Summary ofSignificant Accounting Policies:**

 

For information regardingsignificant accounting policies, see Note 2 to the Consolidated FinancialStatements of the Company for the year ended December 27, 2002, set forth inthe Company’s Annual Report on Form 10-K.

 

Thechange in goodwill, net from December 27, 2002 to March 28, 2003, is a resultof the change in foreign exchange rates used in converting the local currencygoodwill balance into U.S. Dollars.

 

Certain2002 amounts have been reclassified to conform to current year presentation.

 

**3. Inventories:**

 

Inventorieswere comprised of:

 
|              |   | **March 28,  2003** |   | **December 27,  2002** |   |
|-------------------|--------|---------------------|--------|------------------------|--------|
|              |   |                |   |                   |   |
| Raw materials     |   | $                   | 65,748 |                   | $      | 60,281 |   |
| Work in process   |   | 4,011               |   | 2,587                  |   |
| Finished products |   | 17,695              |   | 15,612                 |   |
|              |   | $                   | 87,454 |                   | $      | 78,480 |   |

 

**4.  Long-Term Obligations:**

 

Long-termobligations consisted of the following:

 

5

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|                                       |   | **March 28,  2003** |    | **December 27,  2002** |   |
|--------------------------------------------|--------|---------------------|---------|------------------------|--------|
| Credit Agreement:                          |   |                |    |                   |   |
| Revolving Credit  Facility                 |   | $                   | 67,426  |                   | $      | 61,972 |   |
| 11.25% Senior  Subordinated Notes due 2006 |   | 135,000             |    | 135,000                |   |
|                                       |   | $                   | 202,426 |                   | $      | 196,972 |   |

 

Asof March 28, 2003, an undrawn amount of $42.6 million remained under theRevolving Credit Facility, subject to borrowing base limitations, of which$37.0 million was available.

 

**5.  Commitments and Contingencies:**

 

**Litigation**

 

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

 

**Environmental Matters**

 

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

 

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

 

Management believes thatthe reasonably probable outcomes of these matters will not materially exceedestablished reserves and will not have a material impact on the futurefinancial position, net earnings or cash flows of the Company. The Company’sreserves, expenditures and expenses for all environmental exposures were notsignificant for any of the dates or periods presented.

 

6

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Inconnection with the acquisition of the Company from Alumax Inc. (which hassince been acquired by Aluminum Company of America in May 1998, and hereafterreferred to as “Alumax”) on September 25, 1996, the Company was indemnified byAlumax for substantially all of its costs, if any, related to specificallyidentified environmental matters arising prior to the closing date of theacquisition during the period of time it was owned directly or indirectly byAlumax. Such indemnification includes costs that may ultimately be incurred tocontribute to the remediation of certain specified existing National PrioritiesList (“NPL”) sites for which the Company had been named a potentiallyresponsible party under the federal Comprehensive Environmental Response,Compensation, and Liability Information System (“CERCLA”) as of the closingdate of the acquisition, as well as certain potential costs for sites listed onstate hazardous cleanup lists. The Company does not believe that it has anysignificant probable liability for environmental claims. Further, the Companybelieves it to be unlikely that the Company would be required to bearenvironmental costs in excess of its pro rata share of such costs as apotentially responsible party at any site.

 

**ProductWarranties**

** **

The Company provideswarranties on certain products.  Thewarranty periods differ depending on the product, but generally range from oneyear to limited lifetime warranties. The Company provides accruals for warranties based on historicalexperience and expectations of future occurrence.  A summary of the changes in the product warranty accrual for thequarter ended March 28, 2003 follows:

 
| Product warranty  accrual at December 27, 2002           |   | $      | 2,809  |   |
|---------------------------------------------------------------|--------|--------|--------|--------|
| Payments made or  service provided                            |   | (463   | )      |
| Warranties  issued                                            |   | 672    |   |
| Changes related  to pre-existing warranties                   |   | — |   |
| Change related  to changes in foreign currency exchange rates |   | 27     |   |
| Product warranty  accrual at March 28, 2003              |   | $      | 3,045  |   |

 

**6.  ComprehensiveIncome:**

 
|                                           |   | **Quarters ended**  |   |
|------------------------------------------------|--------|---------------------|--------|
|                                           |   | **March 28,  2003** |   | **March 29,  2002** |   |
|                                           |   |                |   |   |   |
| Net earnings                                   |   | $                   | 2,442  |   | $ | 2,080 |   |
| Other comprehensive  earnings (loss):          |   |                |   |   |   |
| Foreign currency  translation adjustment       |   | 1,922               |   | (426 | ) |
| Gain (loss) on  derivative instruments, net:   |   |                |   |   |   |
| Net changes in fair  value of derivatives      |   | 303                 |   | 276 |   |
| Net gains reclassified  from OCI into earnings |   | (336                | )      | (177 | ) |
|                                           |   |                |   |   |   |
| Comprehensive income                           |   | $                   | 4,331  |   | $ | 1,753 |   |

 

**7.  Income Taxes:**

 

Theincome tax provision for the three months ended March 28, 2003 and March 29,2002 is computed at the effective rate expected to be applicable for the fullyear using the statutory rates on a country by country basis.

 

7

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**8.  Segment Information:**

 

Fordetailed information regarding the Company’s reportable segments, see Note 14to the Consolidated Financial Statements of the Company for the year endedDecember 27, 2002, set forth in the Company’s Annual Report on Form 10-K.

 

Informationabout reported segments and a reconciliation of total segment sales to totalconsolidated sales and of total segment EBITDA to total consolidated earningsbefore income taxes, for the quarters ended March 28, 2003 and March 29, 2002,is as follows:

 
|                                           |   | **Quarters ended**  |    |
|------------------------------------------------|--------|---------------------|---------|
|                                           |   | **March 28,  2003** |    | **March 29,  2002** |   |
|                                           |   |                |    |   |   |
| **Sales**                                      |   |                |    |   |   |
| European  Roll Coating                         |   | $                   | 36,663  |   | $ | 32,030 |   |
| U.S.  Fabrication                              |   | 85,958              |    | 85,315 |   |
| European  Fabrication                          |   | 24,116              |    | 16,223 |   |
| Total  segment sales                           |   | 146,737             |    | 133,568 |   |
|                                           |   |                |    |   |   |
| Eliminations                                   |   | (579                | )       | (608 | ) |
| Consolidated  net sales                        |   | $                   | 146,158 |   | $ | 132,960 |   |
|                                           |   |                |    |   |   |
| **EBITDA**                                     |   |                |    |   |   |
| European  Roll Coating                         |   | $                   | 6,119   |   | $ | 4,519 |   |
| U.S.  Fabrication                              |   | 3,978               |    | 6,125 |   |
| European  Fabrication                          |   | 2,846               |    | 1,938 |   |
| Total  EBITDA for reportable segments          |   | 12,943              |    | 12,582 |   |
|                                           |   |                |    |   |   |
| Expenses  that are not segment specific        |   | 273                 |    | (511 | ) |
| Depreciation  and amortization                 |   | (3,745              | )       | (3,424 | ) |
| Interest  expense, net                         |   | (5,448              | )       | (5,361 | ) |
| Consolidated  net earnings before income taxes |   | $                   | 4,023   |   | $ | 3,286 |   |

 

Segmentassets are not included in the above table because asset information is notreported by segment in the information reviewed by the chief operating decisionmaker for purposes of making decisions about allocating resources to thesegments and addressing performance.

 

8

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Thefollowing table reflects revenues from external customers by groups of similarproducts for the quarters ended March 28, 2003 and March 29, 2002:

 
|                                                 |   |                                                                                                                                                           |   | **Quarters ended**  |    |
|------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------|---------|
| **Customers/Markets**                                |   | **Primary Products**                                                                                                                                           |   | **March 28,  2003** |    | **March 29,  2002** |   |
|                                                 |   |                                                                                                                                                           |   |                |    |   |   |
| 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 |   | $                   | 72,737  |   | $ | 64,401 |   |
|                                                 |   |                                                                                                                                                           |   |                |    |   |   |
| Rural  Contractors                                   |   | Steel  and aluminum roofing and siding                                                                                                                         |   | 20,088              |    | 22,286 |   |
|                                                 |   |                                                                                                                                                           |   |                |    |   |   |
| Home  Centers                                        |   | Raincarrying  systems, roofing accessories, windows, doors and shower enclosures                                                                               |   | 25,466              |    | 22,964 |   |
|                                                 |   |                                                                                                                                                           |   |                |    |   |   |
| Manufactured  Housing                                |   | Steel  siding and trim components                                                                                                                              |   | 4,505               |    | 4,676 |   |
|                                                 |   |                                                                                                                                                           |   |                |    |   |   |
| Distributors                                         |   | Metal  coils, raincarrying systems and roofing accessories                                                                                                     |   | 6,252               |    | 4,540 |   |
|                                                 |   |                                                                                                                                                           |   |                |    |   |   |
|                                                 |   |                                                                                                                                                           |   |                |    |   |   |
| Industrial  and Architectural Contractors            |   | Standing  seam panels and siding and roofing accessories                                                                                                       |   | 5,297               |    | 4,107 |   |
|                                                 |   |                                                                                                                                                           |   |                |    |   |   |
| Home  Improvement Contractors                        |   | Vinyl  replacement windows; metal coils, raincarrying systems; metal roofing and  insulated roofing panels; shower, patio and entrance doors; and awnings      |   | 11,813              |    | 9,986 |   |
|                                                 |   |                                                                                                                                                           |   | $                   | 146,158 |   | $ | 132,960 |   |

 

**9.   Subsequent Event:**

** **

On April 15, 2003, CitigroupVenture Capital Equity Partners, L.P. ("CVCEP"), an affiliate of ACPHolding Company and Citicorp Venture Capital Ltd. ("CVC"), entered intoa definitive purchase agreement with CVC European Equity Partners, L.P. and CVCEuropean Equity Partners (Jersey), L.P. (collectively "CVC Europe"),BNP Paribas, independent directors and certain members of management topurchase all of the shares of the Company held by CVC Europe and BNP Paribas,and a minority portion of the shares held by independent directors andmanagement.  The transaction is pendingcompletion of U.S. and European trade regulation requirements and the consentof the Credit Agreement lenders to effect the change in ownership of theshares.  The consummation of thecontemplated transactions do not result in a change in control as defined bythe Company's Indenture to the Notes. The purchase of shares by CVCEP, once completed, will result in CVCEPand CVC collectively owning approximately 88% of the issued and outstandingshares of the Company.  The purchaseagreement requires the Company to pay certain of the buyer's and seller's costsassociated with the transaction.

** **

 

9

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**10.  Supplemental Condensed Combined Financial Statements:**

 

OnSeptember 25, 1996, the Company issued Senior Subordinated Notes due 2006(the “Notes”). Euramax International Limited, Euramax European Holdings Limitedand Euramax European Holdings B.V. are co-obligors under the Notes (the“Co-Obligors”). Euramax International, Inc. has provided a full andunconditional guarantee of the Notes (“Parent Guarantor”). In addition,Amerimax Holdings, Inc., Amerimax Fabricated Products, Inc., EuramaxInternational Holdings Limited and Euramax Continental Limited, holding companysubsidiaries of Euramax, have provided full and unconditional guarantees of theNotes (collectively, the “Guarantor Subsidiaries”). The following supplementalcondensed combining financial statements as of March 28, 2003 and December 27,2002, and for the quarters ended March 28, 2003 and March 29, 2002, reflect thefinancial position, results of operations, and cash flows of each of the ParentGuarantor, the Co-Obligors, and such combined information of the GuarantorSubsidiaries and the non-guarantor subsidiaries, principally the operatingsubsidiaries, (collectively, the “Non-Guarantor Subsidiaries”). The Co-Obligorsand Guarantors are wholly owned subsidiaries of Euramax and are each jointly,severally, fully, and unconditionally liable under the Notes. Separate completefinancial statements of each Co-Obligor and Guarantor are not presented becausemanagement has determined that they are not material to investors.

 

10

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|                                  |   | **Quarter ended March 28, 2003**                       |   |
|---------------------------------------|--------|--------------------------------------------------------|--------|
|                                  |   | **Euramax  International,  Inc.  (Parent  Guarantor)** |   | **Euramax  International  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings B.V.  (Co-Obligor)** |   | **Guarantor  Subsidiaries** |   | **Non-  Guarantor  Subsidiaries** |   | **Eliminations** |   | **Consolidated  Totals** |   |
|                                  |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net  sales                            |   | $                                                      | — |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   | $ | 146,158 |   | $ | — |   | $ | 146,158 |   |
|                                  |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Costs  and expenses:                  |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost  of goods sold                   |   | —                                                 |   | — |   | — |   | — |   | — |   | 117,566 |   | — |   | 117,566 |   |
| Selling  and general                  |   | 237                                                    |   | 63 |   | — |   | — |   | (482 | ) | 15,772 |   | — |   | 15,590 |   |
| Depreciation  and amortization        |   | —                                                 |   | — |   | — |   | — |   | 21 |   | 3,724 |   | — |   | 3,745 |   |
| (Loss)  earnings from operations      |   | (237                                                   | )      | (63 | ) | — |   | — |   | 461 |   | 9,096 |   | — |   | 9,257 |   |
|                                  |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Equity  in earnings of subsidiaries   |   | 3,616                                                  |   | 3,821 |   | 1,315 |   | 2,921 |   | 5,049 |   | — |   | (16,722 | ) | — |   |
| Interest  expense, net                |   | (1,524                                                 | )      | — |   | (168 | ) | (55 | ) | (2,348 | ) | (1,353 | ) | — |   | (5,448 | ) |
| Other  (expense) income, net          |   | —                                                 |   | — |   | (542 | ) | 47 |   | — |   | 709 |   | — |   | 214 |   |
| Earnings  before income taxes         |   | 1,855                                                  |   | 3,758 |   | 605 |   | 2,913 |   | 3,162 |   | 8,452 |   | (16,722 | ) | 4,023 |   |
| (Benefit)  provision for income taxes |   | (587                                                   | )      | (19 | ) | (213 | ) | (3 | ) | (454 | ) | 2,857 |   | — |   | 1,581 |   |
|                                  |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net  earnings                         |   | $                                                      | 2,442  |   | $ | 3,777 |   | $ | 818 |   | $ | 2,916 |   | $ | 3,616 |   | $ | 5,595 |   | $ | (16,722 | ) | $ | 2,442 |   |

 

11

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|                                  |   | **Quarter ended March 29, 2002**                       |   |
|---------------------------------------|--------|--------------------------------------------------------|--------|
|                                  |   | **Euramax  International,  Inc.  (Parent  Guarantor)** |   | **Euramax  International  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings B.V.  (Co-Obligor)** |   | **Guarantor  Subsidiaries** |   | **Non-  Guarantor  Subsidiaries** |   | **Eliminations** |   | **Consolidated  Totals** |   |
|                                  |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net  sales                            |   | $                                                      | — |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   | $ | 132,960 |   | $ | — |   | $ | 132,960 |   |
|                                  |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Costs  and expenses:                  |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost  of goods sold                   |   | —                                                 |   | — |   | — |   | — |   | — |   | 106,258 |   | — |   | 106,258 |   |
| Selling  and general                  |   | 277                                                    |   | 58 |   | — |   | — |   | (43 | ) | 14,257 |   | — |   | 14,549 |   |
| Depreciation  and amortization        |   | —                                                 |   | — |   | — |   | — |   | 9 |   | 3,415 |   | — |   | 3,424 |   |
| (Loss)  earnings from operations      |   | (277                                                   | )      | (58 | ) | — |   | — |   | 34 |   | 9,030 |   | — |   | 8,729 |   |
|                                  |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Equity  in earnings of subsidiaries   |   | 3,121                                                  |   | 2,260 |   | 829 |   | 1,859 |   | 4,823 |   | — |   | (12,892 | ) | — |   |
| Interest  expense, net                |   | (1,430                                                 | )      | — |   | (109 | ) | (51 | ) | (2,573 | ) | (1,198 | ) | — |   | (5,361 | ) |
| Other  (expense) income, net          |   | —                                                 |   | — |   | (480 | ) | (19 | ) | — |   | 417 |   | — |   | (82 | ) |
| Earnings  before income taxes         |   | 1,414                                                  |   | 2,202 |   | 240 |   | 1,789 |   | 2,284 |   | 8,249 |   | (12,892 | ) | 3,286 |   |
| (Benefit)  provision for income taxes |   | (666                                                   | )      | (17 | ) | (177 | ) | (18 | ) | (837 | ) | 2,921 |   | — |   | 1,206 |   |
|                                  |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net  earnings                         |   | $                                                      | 2,080  |   | $ | 2,219 |   | $ | 417 |   | $ | 1,807 |   | $ | 3,121 |   | $ | 5,328 |   | $ | (12,892 | ) | $ | 2,080 |   |

 

12

----

 
|                                            |   | **As of March 28, 2003**                               |    |
|-------------------------------------------------|--------|--------------------------------------------------------|---------|
|                                            |   | **Euramax  International,  Inc.  (Parent  Guarantor)** |    | **Euramax  International  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings  B.V.  (Co-Obligor)** |   | **Guarantor  Subsidiaries** |   | **Non-Guarantor  Subsidiaries** |   | **Eliminations** |   | **Consolidated  Totals** |   |
|                                            |   | **ASSETS**                                             |    |
| Current  assets:                                |   |                                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash  and equivalents                           |   | $                                                      | —  |   | $ | — |   | $ | 1 |   | $ | 1 |   | $ | 245 |   | $ | 11,269 |   | $ | — |   | $ | 11,516 |   |
| Accounts  receivable, net                       |   | —                                                 |    | 20 |   | — |   | — |   | 117 |   | 99,339 |   | — |   | 99,476 |   |
| Inventories                                     |   | —                                                 |    | — |   | — |   | — |   | — |   | 87,454 |   | — |   | 87,454 |   |
| Other  current assets                           |   | 1,191                                                  |    | — |   | — |   | — |   | 1,583 |   | 5,622 |   | — |   | 8,396 |   |
| Total  current assets                           |   | 1,191                                                  |    | 20 |   | 1 |   | 1 |   | 1,945 |   | 203,684 |   | — |   | 206,842 |   |
| Property,  plant and equipment, net             |   | —                                                 |    | — |   | — |   | — |   | 206 |   | 111,597 |   | — |   | 111,803 |   |
| Amounts  due from affiliates                    |   | 106,091                                                |    | 79,999 |   | 54,795 |   | — |   | 156,803 |   | 64,914 |   | (462,602 | ) | — |   |
| Goodwill,  net                                  |   | —                                                 |    | — |   | — |   | — |   | 7,799 |   | 103,533 |   | — |   | 111,332 |   |
| Investment  in consolidated subsidiaries        |   | 159,299                                                |    | 40,327 |   | (19,172 | ) | 46,208 |   | 220,018 |   | — |   | (446,680 | ) | — |   |
| Deferred  income taxes                          |   | —                                                 |    | — |   | 1,021 |   | — |   | 60 |   | 3,880 |   | — |   | 4,961 |   |
| Other  assets                                   |   | —                                                 |    | 1,176 |   | 321 |   | 365 |   | 1,235 |   | 1,805 |   | — |   | 4,902 |   |
|                                            |   | $                                                      | 266,581 |   | $ | 121,522 |   | $ | 36,966 |   | $ | 46,574 |   | $ | 388,066 |   | $ | 489,413 |   | $ | (909,282 | ) | $ | 439,840 |   |
|                                            |   | **LIABILITIES AND SHAREHOLDERS’ EQUITY**          |    |
| Current  liabilities:                           |   |                                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash  overdrafts                                |   | $                                                      | —  |   | $ | — |   | $ | — |   | $ | — |   | $ | (901 | ) | $ | 2,271 |   | $ | — |   | $ | 1,370 |   |
| Accounts  payable                               |   | —                                                 |    | — |   | — |   | — |   | 32 |   | 71,271 |   | — |   | 71,303 |   |
| Accrued  expenses and other current liabilities |   | 14                                                     |    | 2,241 |   | 582 |   | (7,470 | ) | (1,671 | ) | 42,301 |   | — |   | 35,997 |   |
| Total  current liabilities                      |   | 14                                                     |    | 2,241 |   | 582 |   | (7,470 | ) | (2,540 | ) | 115,843 |   | — |   | 108,670 |   |
| Long-term  debt, less current maturities        |   | 37,216                                                 |    | 70,605 |   | 27,179 |   | — |   | 39,000 |   | 28,426 |   | — |   | 202,426 |   |
| Amounts  due to affiliates                      |   | 139,133                                                |    | 15,248 |   | 21,714 |   | 3,646 |   | 188,049 |   | 94,812 |   | (462,602 | ) | — |   |
| Deferred  income taxes                          |   | 712                                                    |    | — |   | — |   | — |   | 867 |   | 17,955 |   | — |   | 19,534 |   |
| Other  liabilities                              |   | —                                                 |    | — |   | — |   | — |   | 3,393 |   | 16,671 |   | — |   | 20,064 |   |
| Total  liabilities                              |   | 177,075                                                |    | 88,094 |   | 49,475 |   | (3,824 | ) | 228,769 |   | 273,707 |   | (462,602 | ) | 350,694 |   |
| Shareholders’equity:                       |   |                                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common  stock                                   |   | 500                                                    |    | 2 |   | 78 |   | 23 |   | 35,001 |   | 6,835 |   | (41,939 | ) | 500 |   |
| Additional  paid-in capital                     |   | 65,218                                                 |    | 20,726 |   | 6,922 |   | 9,077 |   | 78,485 |   | 369,643 |   | (496,851 | ) | 53,220 |   |
| Treasury  stock                                 |   | (3,460                                                 | )       | — |   | — |   | — |   | — |   | — |   | — |   | (3,460 | ) |
| Retained  earnings (deficit)                    |   | 30,094                                                 |    | 19,161 |   | (11,683 | ) | 39,283 |   | 48,841 |   | (154,643 | ) | 75,828 |   | 46,881 |   |
| Accumulated  other comprehensive (loss) income  |   | (2,846                                                 | )       | (6,461 | ) | (7,826 | ) | 2,015 |   | (3,030 | ) | (6,129 | ) | 16,282 |   | (7,995 | ) |
| Total  shareholders’ equity                |   | 89,506                                                 |    | 33,428 |   | (12,509 | ) | 50,398 |   | 159,297 |   | 215,706 |   | (446,680 | ) | 89,146 |   |
|                                            |   | $                                                      | 266,581 |   | $ | 121,522 |   | $ | 36,966 |   | $ | 46,574 |   | $ | 388,066 |   | $ | 489,413 |   | $ | (909,282 | ) | $ | 439,840 |   |

 

13

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|                                            |   | **As of December 27, 2002**                            |    |
|-------------------------------------------------|--------|--------------------------------------------------------|---------|
|                                            |   | **Euramax  International,  Inc.  (Parent  Guarantor)** |    | **Euramax  International  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings  B.V.  (Co-Obligor)** |   | **Guarantor  Subsidiaries** |   | **Non-Guarantor  Subsidiaries** |   | **Eliminations** |   | **Consolidated  Totals** |   |
|                                            |   | **ASSETS**                                             |    |
| Current  assets:                                |   |                                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash  and equivalents                           |   | $                                                      | —  |   | $ | — |   | $ | 1 |   | $ | 1 |   | $ | 181 |   | $ | 11,463 |   | $ | — |   | $ | 11,646 |   |
| Accounts  receivable, net                       |   | —                                                 |    | 14 |   | — |   | — |   | 121 |   | 88,373 |   | — |   | 88,508 |   |
| Inventories                                     |   | —                                                 |    | — |   | — |   | — |   | — |   | 78,480 |   | — |   | 78,480 |   |
| Other  current assets                           |   | 508                                                    |    | — |   | — |   | — |   | 308 |   | 4,265 |   | — |   | 5,081 |   |
| Total  current assets                           |   | 508                                                    |    | 14 |   | 1 |   | 1 |   | 610 |   | 182,581 |   | — |   | 183,715 |   |
| Property,  plant and equipment, net             |   | —                                                 |    | — |   | — |   | — |   | 179 |   | 111,858 |   | — |   | 112,037 |   |
| Amounts  due from affiliates                    |   | 102,124                                                |    | 77,552 |   | 55,022 |   | — |   | 150,838 |   | 70,425 |   | (455,961 | ) | — |   |
| Goodwill,  net                                  |   | —                                                 |    | — |   | — |   | — |   | 7,799 |   | 103,000 |   | — |   | 110,799 |   |
| Investment  in consolidated subsidiaries        |   | 153,844                                                |    | 34,800 |   | (20,675 | ) | 41,906 |   | 213,277 |   | — |   | (423,152 | ) | — |   |
| Deferred  income taxes                          |   | —                                                 |    | — |   | 1,040 |   | — |   | 60 |   | 3,875 |   | — |   | 4,975 |   |
| Other  assets                                   |   | —                                                 |    | 1,260 |   | 350 |   | 379 |   | 1,357 |   | 1,568 |   | — |   | 4,914 |   |
|                                            |   | $                                                      | 256,476 |   | $ | 113,626 |   | $ | 35,738 |   | $ | 42,286 |   | $ | 374,120 |   | $ | 473,307 |   | $ | (879,113 | ) | $ | 416,440 |   |
|                                            |   | **LIABILITIES AND SHAREHOLDERS’ EQUITY**          |    |
| Current  liabilities:                           |   |                                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash  overdrafts                                |   | $                                                      | —  |   | $ | — |   | $ | — |   | $ | — |   | $ | (181 | ) | $ | 2,061 |   | $ | — |   | $ | 1,880 |   |
| Accounts  payable                               |   | —                                                 |    | — |   | — |   | — |   | 159 |   | 56,945 |   | — |   | 57,104 |   |
| Accrued  expenses and other current liabilities |   | (1,222                                                 | )       | 250 |   | (158 | ) | (7,230 | ) | (4,623 | ) | 47,234 |   | — |   | 34,251 |   |
| Total  current liabilities                      |   | (1,222                                                 | )       | 250 |   | (158 | ) | (7,230 | ) | (4,645 | ) | 106,240 |   | — |   | 93,235 |   |
| Long-term  debt, less current maturities        |   | 37,216                                                 |    | 70,605 |   | 27,179 |   | — |   | 31,700 |   | 30,272 |   | — |   | 196,972 |   |
| Amounts  due to affiliates                      |   | 133,239                                                |    | 14,826 |   | 22,117 |   | 3,548 |   | 189,197 |   | 93,034 |   | (455,961 | ) | — |   |
| Deferred  income taxes                          |   | 614                                                    |    | — |   | — |   | — |   | 798 |   | 18,009 |   | — |   | 19,421 |   |
| Other  liabilities                              |   | —                                                 |    | — |   | — |   | — |   | 3,229 |   | 17,364 |   | — |   | 20,593 |   |
| Total  liabilities                              |   | 169,847                                                |    | 85,681 |   | 49,138 |   | (3,682 | ) | 220,279 |   | 264,919 |   | (455,961 | ) | 330,221 |   |
| Shareholders’equity:                       |   |                                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common  stock                                   |   | 500                                                    |    | 2 |   | 78 |   | 23 |   | 35,001 |   | 6,835 |   | (41,939 | ) | 500 |   |
| Additional  paid-in capital                     |   | 65,218                                                 |    | 20,726 |   | 6,922 |   | 9,077 |   | 78,485 |   | 369,643 |   | (496,851 | ) | 53,220 |   |
| Treasury  stock                                 |   | (2,056                                                 | )       | — |   | — |   | — |   | — |   | — |   | — |   | (2,056 | ) |
| Retained  earnings (deficit)                    |   | 27,652                                                 |    | 15,384 |   | (12,501 | ) | 36,367 |   | 45,225 |   | (149,823 | ) | 82,135 |   | 44,439 |   |
| Dividends  declared                             |   | —                                                 |    | — |   | — |   | — |   | — |   | (10,415 | ) | 10,415 |   | — |   |
| Accumulated  other comprehensive (loss) income  |   | (4,685                                                 | )       | (8,167 | ) | (7,899 | ) | 501 |   | (4,870 | ) | (7,852 | ) | 23,088 |   | (9,884 | ) |
| Total  shareholders’ equity                |   | 86,629                                                 |    | 27,945 |   | (13,400 | ) | 45,968 |   | 153,841 |   | 208,388 |   | (423,152 | ) | 86,219 |   |
|                                            |   | $                                                      | 256,476 |   | $ | 113,626 |   | $ | 35,738 |   | $ | 42,286 |   | $ | 374,120 |   | $ | 473,307 |   | $ | (879,113 | ) | $ | 416,440 |   |

 

14

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|                                                      |   | **Quarter ended March 28, 2003**                       |       |
|-----------------------------------------------------------|--------|--------------------------------------------------------|------------|
|                                                      |   | **Euramax  International,  Inc.  (Parent  Guarantor)** |       | **Euramax  International  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings  B.V.  (Co-Obligor)** |   | **Guarantor  Subsidiaries** |   | **Non-Guarantor  Subsidiaries** |   | **Eliminations** |   | **Consolidated  Totals** |   |
|                                                      |   |                                                   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| Net  cash (used in)/provided by operating activities      |   | $                                                      | (523       | ) | $ | 2,025 |   | $ | 821 |   | $ | (29 | ) | $ | 711 |   | $ | (3,831 | ) | $ | — |   | $ | (826 | ) |
|                                                      |   |                                                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash  flows from investing activities:                    |   |                                                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds  from sales of assets                            |   | —                                                 |       | — |   | — |   | — |   | — |   | 45 |   | — |   | 45 |   |
| Capital  expenditures                                     |   | —                                                 |       | — |   | — |   | — |   | (47 | ) | (2,979 | ) | — |   | (3,026 | ) |
| Net  cash used in investing activities                    |   | —                                                 |       | — |   | — |   | — |   | (47 | ) | (2,934 | ) | — |   | (2,981 | ) |
|                                                      |   |                                                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash  flows from financing activities:                    |   |                                                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net  borrowings (repayments) on revolving credit facility |   | —                                                 |       | — |   | — |   | — |   | 7,300 |   | (1,856 | ) | — |   | 5,444 |   |
| Change  in cash overdrafts                                |   | —                                                 |       | — |   | — |   | — |   | (720 | ) | 210 |   | — |   | (510 | ) |
| Purchase  of treasury stock                               |   | (1,404                                                 | )          | — |   | — |   | — |   | — |   | — |   | — |   | (1,404 | ) |
| Deferred  financing fees                                  |   | —                                                 |       | — |   | — |   | — |   | (71 | ) | (45 | ) | — |   | (116 | ) |
| Due  to/from affiliates                                   |   | 1,927                                                  |       | (2,025 | ) | (790 | ) | (18 | ) | (7,109 | ) | 8,015 |   | — |   | — |   |
| Net  cash provided by/(used in) financing activities      |   | 523                                                    |       | (2,025 | ) | (790 | ) | (18 | ) | (600 | ) | 6,324 |   | — |   | 3,414 |   |
|                                                      |   |                                                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Effect  of exchange rate changes on cash                  |   | —                                                 |       | — |   | (31 | ) | 47 |   | — |   | 247 |   | — |   | 263 |   |
|                                                      |   |                                                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net  increase (decrease) in cash and equivalents          |   | —                                                 |       | — |   | — |   | — |   | 64 |   | (194 | ) | — |   | (130 | ) |
| Cash  and equivalents at beginning of period              |   | —                                                 |       | — |   | 1 |   | 1 |   | 181 |   | 11,463 |   | — |   | 11,646 |   |
| Cash  and equivalents at end of period                    |   | $                                                      | —     |   | $ | — |   | $ | 1 |   | $ | 1 |   | $ | 245 |   | $ | 11,269 |   | $ | — |   | $ | 11,516 |   |

 

15

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|                                                 |   | **Quarter ended March 29, 2002**                       |       |
|------------------------------------------------------|--------|--------------------------------------------------------|------------|
|                                                 |   | **Euramax  International,  Inc.  (Parent  Guarantor)** |       | **Euramax  International  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings  B.V.  (Co-Obligor)** |   | **Guarantor  Subsidiaries** |   | **Non-Guarantor  Subsidiaries** |   | **Eliminations** |   | **Consolidated  Totals** |   |
|                                                 |   |                                                   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| Net  cash (used in)/provided by operating activities |   | $                                                      | (2,697     | ) | $ | (1,988 | ) | $ | (873 | ) | $ | (29 | ) | $ | 6,450 |   | $ | (1,243 | ) | $ | (10,415 | ) | $ | (10,795 | ) |
|                                                 |   |                                                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash  flows from investing activities:               |   |                                                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Capital  expenditures                                |   | —                                                 |       | — |   | — |   | — |   | (2 | ) | (1,132 | ) | — |   | (1,134 | ) |
| Net  cash used in investing activities               |   | —                                                 |       | — |   | — |   | — |   | (2 | ) | (1,132 | ) | — |   | (1,134 | ) |
|                                                 |   |                                                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash  flows from financing activities:               |   |                                                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net  borrowings on revolving credit facility         |   | —                                                 |       | — |   | — |   | — |   | 43,952 |   | 6,809 |   | — |   | 50,761 |   |
| Repayment  of long-term debt                         |   | —                                                 |       | — |   | — |   | — |   | (33,910 | ) | (5,041 | ) | — |   | (38,951 | ) |
| Dividends  paid                                      |   |                                                   |       |   |   |   |   |   |   |   |   | (10,415 | ) | 10,415 |   | — |   |
| Change  in cash overdrafts                           |   | —                                                 |       | — |   | — |   | — |   | (269 | ) | 2,275 |   | — |   | 2,006 |   |
| Proceeds  from settlement of currency swap           |   | —                                                 |       | — |   | — |   | — |   | — |   | 2,790 |   | — |   | 2,790 |   |
| Deferred  financing fees                             |   | —                                                 |       | — |   | — |   | — |   | (820 | ) | (528 | ) | — |   | (1,348 | ) |
| Due  to/from affiliates                              |   | 2,697                                                  |       | 1,988 |   | 892 |   | 4 |   | (15,550 | ) | 9,969 |   | — |   | — |   |
| Net  cash provided by/(used in) financing activities |   | 2,697                                                  |       | 1,988 |   | 892 |   | 4 |   | (6,597 | ) | 5,859 |   | 10,415 |   | 15,258 |   |
|                                                 |   |                                                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Effect  of exchange rate changes on cash             |   | —                                                 |       | — |   | (19 | ) | (21 | ) | 170 |   | (196 | ) | — |   | (66 | ) |
|                                                 |   |                                                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net  (decrease) increase in cash and equivalents     |   | —                                                 |       | — |   | — |   | (46 | ) | 21 |   | 3,288 |   | — |   | 3,263 |   |
| Cash  and equivalents at beginning of period         |   | —                                                 |       | — |   | — |   | 94 |   | 11 |   | 5,792 |   | — |   | 5,897 |   |
| Cash  and equivalents at end of period               |   | $                                                      | —     |   | $ | — |   | $ | — |   | $ | 48 |   | $ | 32 |   | $ | 9,080 |   | $ | — |   | $ | 9,160 |   |

 

16

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**Item 2.  Management’sDiscussion and Analysis of Financial Condition and Results of Operations**

 

# **Business Overview**

 

The following discussionshould be read in conjunction with the Condensed Consolidated FinancialStatements included elsewhere in this document, as well as the year-endConsolidated Financial Statements and Management’s Discussion and Analysisincluded in the Company’s Annual Report on Form 10-K for the year endedDecember 27, 2002.

 

The Company is aninternational producer of value-added aluminum, steel, vinyl and fiberglassfabricated products, with facilities strategically located in the UnitedKingdom (“U.K.”), The Netherlands, France, and all major regions of thecontinental United States (“U.S.”). Euramax’s core products include specialtycoated coils, aluminum recreational vehicle (“RV”) sidewalls, RV doors, farm andagricultural panels, roofing accessories, metal and vinyl raincarrying systems,soffit and fascia systems, and vinyl replacement windows. The Company’scustomers include original equipment manufacturers (“OEMs”) such as RV,commercial panel and transportation industry manufacturers; rural contractors;home centers; manufactured housing producers; distributors; industrial andarchitectural contractors; and home improvement contractors.

 

Financial results for thequarter ended March 28, 2003, compared to the same period of 2002, reflectstrong net sales and operating earnings growth in Europe primarily from highersales of fabricated products to the European transportation industry resultingfrom new product development, strong demand from customers in the U.K. for bathenclosures and shower doors and the start-up of a program in the U.K. to sellresidential doors direct to home centers. Additionally, efficiency gains at the Corby, England paintline continuedto have a positive impact on operating margins. The strengthening of the Euroand British Pound against the U.S. Dollar had a positive impact on net salesand operating earnings in the first quarter of 2003, compared to the firstquarter of 2002. U.S. results reflect higher sales of raincarrying products andaccessories to home centers and distributors, strong demand for vinyl windowsand lattice/awning products from home improvement contractors and continuedsales growth of painted aluminum coil to external customers from the Helena,Arkansas paintline. Substantially offsetting the sales growth in the U.S. wassoft demand from rural contractors, primarily related to prolonged winterweather, and from R.V. manufacturers. Lower operating margins were realized inthe U.S. in the quarter ended March 28, 2003, compared to the quarter endedMarch 29, 2002, primarily resulting from lower steel sales volume to ruralcontractors in addition to higher steel costs, partially offset by higher steelselling prices. In addition, higher freight costs reduced operating margins inthe quarter ended March 28, 2003, compared to the quarter ended March 29, 2002.

 

**Results of Operations**

 

**Quarter Ended March 28, 2003 asCompared to Quarter Ended March 29, 2002**

 

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

 

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|                              |   | **Quarters  ended** |   |
|-----------------------------------|--------|---------------------|--------|
|                              |   | **March 28,  2003** |   | **March 29,  2002** |   |
| **Statements  of Earnings Data:** |   |                |   |   |   |
| Net sales                         |   | 100.0               | %      | 100.0 | % |
| Costs and expenses:               |   |                |   |   |   |
| Cost of goods sold                |   | 80.4                |   | 79.9 |   |
| Selling and general               |   | 10.7                |   | 10.9 |   |
| Depreciation and  amortization    |   | 2.6                 |   | 2.6 |   |
| Earnings from operations          |   | 6.3                 |   | 6.6 |   |
| Interest expense, net             |   | (3.7                | )      | (4.0 | ) |
| Other income (expense), net       |   | 0.2                 |   | (0.1 | ) |
| Earnings before income  taxes     |   | 2.8                 |   | 2.5 |   |
| Provision for income taxes        |   | 1.1                 |   | 0.9 |   |
| Net earnings                      |   | 1.7                 | %      | 1.6 | % |

 
|             |   | **Net Sales  Quarters ended** |    | **Earnings  from Operations  Quarters ended** |   |
|------------------|--------|-------------------------------|---------|-----------------------------------------------|--------|
| **In thousands** |   | **March 28,  2003**           |    | **March 29,  2002**                           |   | **Increase/  (decrease)** |   | **March 28,  2003** |   | **March 29,  2002** |   | **Increase/  (decrease)** |   |
|             |   |                          |    |                                          |   |   |   |   |   |   |   |   |   |
| United States    |   | $                             | 85,942  |                                          | $      | 85,315 |   | 0.7 | % | $ | 2,041 |   | $ | 3,927 |   | (48.0 | )% |
| Europe           |   | 60,216                        |    | 47,645                                        |   | 26.4 | % | 7,216 |   | 4,802 |   | 50.3 | % |
| Totals           |   | $                             | 146,158 |                                          | $      | 132,960 |   | 9.9 | % | $ | 9,257 |   | $ | 8,729 |   | 6.0 | % |

 

*Net Sales.*Net sales increased 9.9% to $146.2 million for thequarter ended March 28, 2003, from $133.0 million for the quarter ended March29, 2002. Net sales in the U.S. increased less than 1.0% to $85.9 million inthe quarter ended March 28, 2003, from $85.3 million in the quarter ended March29, 2002.  This increase in net sales inthe U.S. primarily resulted from higher sales to home improvement contractors,distributors and home centers, partially offset by lower sales to rural contractorsand RV manufacturers.  For the quarterended March 28, 2003, compared to the quarter ended March 29, 2002, sales ofrain-carrying products to distributors and home centers increased $1.2 million;sales of vinyl windows and lattice/awning products to home improvementcontactors increased $1.6 million; and sales of painted aluminum coil toexternal customers from the Helena, Arkansas paintline increased $748.0thousand. Partially offsetting these increases were a decrease in sales torural contractors of $2.6 million and a decrease in sales to RV manufacturersof $383.0 thousand. The Company’s U.S. subsidiaries are included in the U.S.Fabrication Segment (see Note 8 to the Condensed Consolidated FinancialStatements).

 

Net sales in Europeincreased 26.4% to $60.2 million for the quarter ended March 28, 2003, from$47.6 million for the quarter ended March 29, 2002. This increase in Europeannet sales includes an increase in net sales in the European Fabrication Segmentof $7.9 million or 48.7%, and an increase in net sales in the European RollCoating Segment of $4.7 million or 14.9% (see Note 8 to the CondensedConsolidated Financial Statements). Sales in the European Fabrication Segmentincreased primarily from higher sales of residential doors to home centers,bath enclosures and shower doors to customers in the U.K. and sales from Franceto the European transportation industry. Additionally, the 

 

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strengthening of the Euroand British Pound against the U.S. Dollar increased the European FabricationSegment’s sales by $3.5 million in the quarter ended March 28, 2003, comparedto the quarter ended March 29, 2002. For the quarter ended March 28, 2003,compared to the quarter ended March 29, 2002, excluding currency impact, salesof residential doors to home centers increased $1.3 million; sales of bathenclosures and shower doors to customers in the U.K. increased $588.0 thousand;and sales from France to the European transportation industry increased $2.5million. Sales in the European Roll Coating Segment increased primarily fromthe strengthening of the Euro and British Pound against the U.S. Dollar, inaddition to higher sales of painted aluminum coil to European RV manufacturers.Partially offsetting these increases were lower sales of painted aluminum andsteel coil to OEMs (excluding RV manufacturers). The strengthening of the Euroand British Pound increased the European Roll Coating Segment’s sales by $5.7million in the quarter ended March 28, 2003, compared to the quarter ended March29, 2002. For the quarter ended March 28, 2003, compared to the quarter endedMarch 29, 2002, excluding currency impact, sales of painted aluminum coil toEuropean RV manufacturers increased by $843.0 thousand; and sales of paintedaluminum and steel coil to OEMs (excluding RV manufacturers) decreased by $1.9million.

 

*Cost of goods sold.*Cost of goods sold, as a percentage of net sales,increased to 80.4% for the quarter ended March 28, 2003, from 79.9% for thequarter ended March 29, 2002. The increase is primarily attributable to highersteel costs in the U.S., partially offset by higher steel selling prices, inaddition to higher labor and freight costs. Higher labor costs resultedprimarily from new product and product expansion initiatives undertaken overthe past twelve months.

 

*Selling and general.*Selling and general expenses, as a percentage of netsales, decreased to 10.7% for the quarter ended March 28, 2003, from 10.9% forthe quarter ended March 29, 2002. The decrease is primarily attributable tohigher net sales in the quarter ended March 28, 2003, compared to the quarterended March 29, 2002.

 

*Depreciation and amortization.*Depreciation and amortization, as apercentage of net sales, was 2.6% for the quarters ended March 28, 2003 andMarch 29, 2002.

 

*Earnings from operations.*As noted above, earnings from operations in the U.S.decreased to $2.0 million for the quarter ended March 28, 2003, from $3.9million for the quarter ended March 29, 2002. Earnings from operations inEurope increased to $7.2 million for the quarter ended March 28, 2003, from$4.8 million for the quarter ended March 29, 2002. The decrease in earningsfrom operations in the U.S. is largely attributable to lower sales to ruralcontractors, higher freight and steel costs, partially offset by higher steelselling prices. The increase in earnings from operations in Europe is largelyattributable to higher sales from the European Fabrication segment, improvedmargins on sales from the European Roll Coating segment, improved product mixand the strengthening of the Euro and British Pound against the U.S. Dollar.The strengthening of the Euro and British Pound against the U.S. Dollarincreased European earnings from operations by $1.2 million in the quarterended March 28, 2003, compared to the quarter ended March 29, 2002.

 

*Interest expense, net.* Net interest expense was $5.4 million for thequarters ended March 28, 2003 and March 29, 2002. The decline in net interestexpense as a result of lower outstanding indebtedness was offset by higherinterest rates resulting from refinancing the Credit Agreement on March 15,2002.

 

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*Other income (expense), net.*Other income (expense) increased to$213.9 thousand for the quarter ended March 28, 2003, from $(82.1) thousand forthe quarter ended March 29, 2002. The increase in other income is the result ofthe amortization of a gain remaining from the termination of a Pound Sterlingswap in January 2002 from OCI into other income in the quarter ended March 28,2003. In the quarter ended March 29, 2002, the Company recognized foreignexchange losses on unhedged liabilities remeasured into the local currency.

 

*Provision for income taxes.*The income tax provision for the period is based onthe effective tax rate expected to be applicable for the full year. Theeffective rate for the provision for income taxes increased to 39.3% from 36.7%for the quarters ended March 28, 2003 and March 29, 2002, respectively. Theincrease in the effective rate is primarily due to higher valuation allowancesprovided in 2003 due to the uncertainty of the future benefit of U.S. state netoperating losses.

 

**Liquidity and Capital Resources**

 

*Liquidity*. The Company’s primary liquidity needs arise fromdebt service incurred in connection with acquisitions and the funding ofcapital expenditures. The Company’s liquidity sources at March 28, 2003 include$11.5 million in cash and an undrawn amount of $42.6 million under itsrevolving credit facility, subject to borrowing base limitations. At March 28,2003, $37.0 million of the undrawn amount was available.

 

The Company’s leveragedfinancial position requires that a substantial portion of the Company’s cashflow from operations be used to pay interest on the Notes, principal and interestunder the Company’s Credit Agreement and other indebtedness. Significantincreases in the floating interest rates on the Revolving Credit Facility wouldresult in increased debt service requirements, which may reduce the fundsavailable for capital expenditures and other operational needs. In addition,the Company’s leveraged position may impede its ability to obtain financing inthe future for working capital, capital expenditures and general corporatepurposes. Further, the Company’s leveraged position may make it more vulnerableto economic downturns, may limit its ability to withstand competitivepressures, and may limit its ability to comply with restrictive financialcovenants required under its Credit Agreement.

 

The Company’s primarysource of liquidity is funds generated from operations, which are supplementedby borrowings under the Credit Agreement. Net cash used in operating activitiesfor the quarters ended March 28, 2003 and March 29, 2002, were $826.0 thousandand $10.8 million, respectively. The decrease in cash used in operatingactivities is largely the result of the timing of the interest payment on theNotes. In 2002, the interest payment of $7.5 million occurred in the firstquarter, whereas in 2003 the interest payment occurred in the second quarter.The remaining decrease primarily resulted from a larger increase in tradeaccounts payable in the first quarter of 2003, than in the first quarter of2002, partially offset by a larger increase in inventories in the first quarterof 2003, than in the first quarter of 2002. The larger increase in tradeaccounts payable and inventories is due to higher sales volume in the firstquarter of 2003, in addition to the timing of payments of trade accountspayable and receipts of inventories.

 

Net cash used ininvesting activities increased to $3.0 million for the quarter ended March 28,2003, from $1.1 million for the quarter ended March 29, 2002. This increase isthe result of higher capital expenditures in the quarter ended March 28, 2003, comparedto the 

 

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quarter ended March 29,2002.

 

Net cash provided byfinancing activities decreased to $3.4 million for the quarter ended March 28,2003, from $15.3 million for the quarter ended March 29, 2002. Cash provided byfinancing activities typically comes from borrowings on the Credit Agreement.Borrowings on the Credit Agreement were $5.4 million in the quarter ended March28, 2003, compared to $11.8 million in the quarter ended March 29, 2002. Duringthe quarter ended March 28, 2003, the Company repurchased common stock in theamount of $1.4 million.

 

The above-noted sourcesare expected to provide the liquidity required, if necessary, to supplementcash from operations, although no assurance to that effect can be given.

 

*Capital Expenditures.* The Company’s capital expenditures were $3.0 millionand $1.1 million for the quarters ended March 28, 2003 and March 29, 2002,respectively. Capital expenditures in 2003 include approximately $344.4 thousandfor improvements to the paintlines in Helena, Arkansas; Corby, England; andRoermond, The Netherlands; and approximately $1.7 million for several projectsrelated to business expansion. Capital expenditures in 2002 includedapproximately $160.6 thousand for improvements to the paintlines in Helena,Arkansas; Corby, England; and Roermond, The Netherlands; and approximately$140.7 thousand for several projects related to business expansion. The balanceof capital expenditures in both periods related to purchases and upgrades offabricating equipment, transportation and material moving equipment, andinformation systems.

 

The Company has made andwill continue to make capital expenditures to comply with environmental laws.The Company estimates that its environmental capital expenditures for 2003 willapproximate $900.0 thousand.

 

*Working Capital Management.* Working capital was $98.2 million as ofMarch 28, 2003, compared to $90.5 million as of December 27, 2002. The increasein working capital is largely attributable to seasonal demands of the businessthat result in substantial increases from year end in trade accounts receivableand inventories, partially offset by an increase in trade accounts payable.

 

# **Environmental Matters**

 

The Company’s exposure toenvironmental matters has not changed significantly from the year endedDecember 27, 2002. For detailed information regarding environmental matters,see “Management’s Discussion and Analysis – Risk Management” set forth in theCompany’s Annual Report on Form 10-K for the year ended December 27, 2002.

 

**Note Regarding Forward-Looking Statements:** The Management’s Discussion and Analysis and other sections of this Form10-Q may contain forward-looking statements that are based on currentexpectations, estimates and projections about the industries in which theCompany operates, and management’s beliefs and assumptions. Suchforward-looking statements include terminology such as “expects,”“anticipates,” “intends,” “plans,” “believes,” “estimates,” or variations of suchwords and similar expressions regarding beliefs, plans, expectations orintentions regarding the future. Forward-looking statements 

 

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in this report include,but are not limited to: (1) statements regarding the Company’s expectation thatits source of liquidity will provide the liquidity required, if necessary, tosupplement lower cash flows from operations; (2) statements regardingmanagement’s expectation that the outcome of legal proceedings and claims thathave arisen in the ordinary course of business would not reasonably be expectedto have a material adverse effect on the consolidated financial position,results of operations or cash flows of the Company and its subsidiaries takenas a whole; and (3) statements regarding management’s belief that the Company’spotential share of the estimated aggregate liability for the costs of remedialactions and related costs and expenses at various hazardous waste disposalsites in which the Company has been named as a defendant in lawsuits or as apotentially responsible party are not material and that the reasonably probableoutcome of these matters will not materially exceed established reserves andwill not have a material impact on the future financial position, net earningsor cash flows of the Company. These forward-looking statements are based on anumber of assumptions that could ultimately prove inaccurate, and, therefore,there can be no assurance that they will prove to be accurate.  All such forward-looking statements aresubject to the safe harbor created by the Private Securities Litigation ReformAct of 1995. Important factors that could cause future financial performance todiffer materially and significantly from past results and from those expressedor implied in this document include, without limitation, the risks ofacquisition of businesses (including limited knowledge of the businessesacquired and misrepresentations by sellers), changes in business strategy ordevelopment plans, the cyclical demand for the Company’s products, the supplyand/or price of aluminum and other raw materials, currency exchange ratefluctuations, environmental regulations, availability of financing,competition, reliance on key management personnel, ability to manage growth,loss of customers, and a variety of other factors. For further information onthese and other risks, see the “Risk Factors” section of Item 1 of theCompany’s Annual Report on Form 10-K for the year ended December 27, 2002, aswell as the Company’s other filings with the Securities and ExchangeCommission. The Company assumes no obligation to update publicly itsforward-looking statements, whether as a result of new information, futureevents or otherwise.

 

**Item 3.  Quantitativeand Qualitative Disclosures about Market Risk**

 

The following discussionabout the Company’s risk-management activities includes forward-lookingstatements that involve risk and uncertainties. Actual results could differmaterially from those projected in the forward-looking statement. See “NoteRegarding Forward Looking Statements” for additional information regarding thePrivate Securities Litigation Reform Act. The Company’s management of marketrisk from changes in interest rates, exchange rates and commodity prices has notchanged from the year ended December 27, 2002. For detailed informationregarding the Company’s risk management, see “Management’s Discussion andAnalysis – Risk Management” and “Item 7A. Quantitative and QualitativeDisclosures about Market Risk” set forth in the Company’s Annual Report on Form10-K for the year ended December 27, 2002.

 

**Interest RateRisk**

 

Thisanalysis presents the hypothetical loss in fair value and increase in interestexpense of those financial instruments and derivative instruments held by theCompany at March 28, 2003, which are sensitive to changes in interest rates.All other factors remaining 

 

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unchanged,a hypothetical 10 percent increase in interest rates would decrease the fairvalue of the Company’s fixed-rate, long-term debt outstanding at March 28,2003, by approximately $4.1 million, based upon the use of a discounted cashflow model, as compared to a hypothetical decrease in fair value ofapproximately $4.4 million at December 27, 2002.

 

Ahypothetical 10 percent increase in interest rates for one year on theCompany’s variable rate financial instruments and derivative instruments wouldincrease interest expense by approximately $301.2 thousand as calculated atMarch 28, 2003, compared to a hypothetical increase in interest expense ofapproximately $298.8 thousand as calculated at December 27, 2002.

 

**Foreign CurrencyExchange Risk**

 

Thisanalysis presents the hypothetical increase in foreign exchange loss andincrease in interest expense related to those financial instruments andderivative instruments held by the Company at March 28, 2003 that are sensitiveto changes in foreign currency exchange risks. A hypothetical 10 percentdecrease in foreign currency exchange rates would increase the Company’sforeign exchange loss by approximately $158.0 thousand for those financialinstruments and derivative instruments affected by foreign currency exchangefluctuations, as compared to a hypothetical increase in foreign exchange lossof approximately $151.5 thousand for the year ended December 27, 2002.

 

Allother factors remaining unchanged, a hypothetical 10 percent increase inforeign currency exchange rates for one year would increase interest expense byapproximately $705.5 thousand as calculated at March 28, 2003, for thosefinancial instruments and derivative instruments affected by foreign currencyexchange fluctuations, as compared to a hypothetical increase in interestexpense of approximately $803.9 thousand as calculated at December 27, 2002.

 

**Item 4.  Controls and Procedures**

 

Within 90 days prior tothe filing of the Form 10-Q, the Company carried out an evaluation, under thesupervision and with the participation of the Company’s management, includingthe Company’s Chairman and Chief Executive Officer along with the Company’sChief Financial Officer, of the effectiveness of the design and operation ofthe Company’s disclosure controls and procedures pursuant to Exchange Act Rule13a-14 under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). Based upon that evaluation, the Company’s Chief Executive Officer alongwith the Company’s Chief Financial Officer concluded that as of the evaluationdate, the Company’s disclosure controls and procedures (1) are effective intimely alerting them to material information relating to the Company (includingits consolidated subsidiaries) required to be included in the Company’speriodic SEC filings and (2) are adequate to ensure that information requiredto be disclosed by the Company in the reports filed or submitted by the Companyunder the Exchange Act is recorded, processed and summarized and reportedwithin the time periods specified in the SEC’s rules and forms. Further, theCompany’s Chairman and Chief Executive Officer, along with the Company’s ChiefFinancial Officer, are not aware of any significant changes in disclosurecontrols and procedures subsequent to the evaluation date.

 

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**Part II - Other Information**

 

**Item 1.  Legal Proceedings.**

 

                The Company is subject to legalproceedings and claims that have arisen in the ordinary course ofbusiness.  Although occasional adversedecisions or settlements may occur, it is the opinion of the Company’s management,based upon information available at this time, that the expected outcome ofthese matters, individually or in the aggregate, would not reasonably beexpected to have a material adverse effect on the consolidated financialposition, results of operations or cash flows of the Company and itssubsidiaries taken as a whole.

 

**Item 2.  Changesin Securities and Use of Proceeds.**

 

                None

 

**Item 3. Defaults Upon Senior Securities.**

 

                None

 

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

 

                None

 

**Item 5.  OtherInformation.**

 

                None

 

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

 

(a)           Exhibits:

 
| None |   |   |
|------|--------|--------|

 

(b)           The Company filed no reports on Form 8-K during the threemonths ended March 28, 2003.

 

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**SIGNATURES**

 

**Pursuant to therequirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934,Euramax International, Inc. has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.**

 

###### **EURAMAX INTERNATIONAL,INC.**

 
| **Signature**        |   | **Title**                              |   | **Date**    |
|----------------------|--------|----------------------------------------|--------|-------------|
|                 |   |                                   |   |        |
| /s/ J. DAVID SMITH   |   | Chairman, Chief Executive  Officer     |   | May 6, 2003 |
| J. David Smith       |   | and President                          |   |        |
|                 |   |                                   |   |        |
| /s/ R. SCOTT VANSANT |   | Chief Financial Officer and  Secretary |   | May 6, 2003 |
| R. Scott Vansant     |   |                                   |   |        |

 

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**CERTIFICATIONS**

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

5.             Theregistrant’s other certifying officers and I have disclosed, based upon ourmost recent evaluation, to the registrant’s auditors and the audit committee ofthe registrant’s board of directors (or persons performing the equivalentfunction):

 

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

 

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

 

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

 

 
| Date:   May  6, 2003 | By:    |                                              | /s/ J. David Smith |   |
|-------------------------------------|--------|---------------------------------------------------|--------------------|--------|
|                                | Title: | Chairman, Chief  Executive Officer and  President |

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 
| Date:   May  6, 2003 | By:    |                                   | /s/ R. Scott Vansant |   |
|-------------------------------------|--------|----------------------------------------|----------------------|--------|
|                                | Title: | Chief Financial  Officer and Secretary |

 

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