**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q**

 

| **ý** | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                                                                                                  |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                                                          |
|       | **For the quarterly period ended  March 29, 2002**                                                                                                                                                                                                                                                                                                            |
|       |                                                                                                                                                                                                                                                                                                                                                          |
| **OR**     |
|       |                                                                                                                                                                                                                                                                                                                                                          |
| **o**      | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                                                                                                 |
|       |                                                                                                                                                                                                                                                                                                                                                          |
|       | **For the transition period  from                          to                          ** |
|       |                                                                                                                                                                                                                                                                                                                                                          |
|       | **Commission file number 333-05978**                                                                                                                                                                                                                                                                                                                          |

 

**EURAMAX INTERNATIONAL, INC.**

(Exact name of registrant as specified in its charter)

 

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

 

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

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.

 

ý Yes   oNo

 

As of May 10, 2002, Registrant had outstanding445,822.44 shares of Class A common stock and 44,346.80 shares of Class Dcommon stock.

 

Exhibit Indexlocated on page 27

 

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**Part I - Financial Information**

 

**Item1.  Financial Statements**

 

**EuramaxInternational, Inc. and Subsidiaries**

**Condensed Consolidated Statements of Operations**

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

**(Unaudited)**

 
|                                  |   | **Quarters  ended** |    |
|---------------------------------------|--------|---------------------|---------|
|                                  |   | **March 29,  2002** |    | **March 30,  2001** |   |
|                                  |   |                |    |   |   |
| Net sales                             |   | $                   | 132,960 |   | $ | 131,213 |   |
|                                  |   |                |    |   |   |
| Costs and expenses:                   |   |                |    |   |   |
| Cost of goods sold                    |   | 106,258             |    | 108,193 |   |
| Selling and general                   |   | 14,549              |    | 13,863 |   |
| Depreciation and  amortization        |   | 3,424               |    | 4,412 |   |
| Earnings from operations              |   | 8,729               |    | 4,745 |   |
|                                  |   |                |    |   |   |
| Interest expense, net                 |   | (5,361              | )       | (6,560 | ) |
| Other  expense, net                   |   | (82                 | )       | (2,220 | ) |
| Earnings (loss) before  income taxes  |   | 3,286               |    | (4,035 | ) |
| Provision (benefit) for  income taxes |   | 1,206               |    | (1,957 | ) |
| Net earnings (loss)                   |   | $                   | 2,080   |   | $ | (2,078 | ) |

 

Theaccompanying notes are an integral part of these condensed consolidatedfinancial statements.

 

2

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**EuramaxInternational, Inc. and Subsidiaries**

**Condensed Consolidated Balance Sheets**

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

**(Unaudited)**

 
|                                            |   | **March 29,  2002** |    | **December  28,  2001** |   |
|-------------------------------------------------|--------|---------------------|---------|-------------------------|--------|
| **ASSETS**                                      |   |                |    |                    |   |
| Current assets:                                 |   |                |    |                    |   |
| Cash and equivalents                            |   | $                   | 9,160   |                    | $      | 5,897 |   |
| Accounts receivable, net                        |   | 87,916              |    | 77,257                  |   |
| Inventories                                     |   | 70,456              |    | 64,114                  |   |
| Other current assets                            |   | 6,584               |    | 5,320                   |   |
| Total current assets                            |   | 174,116             |    | 152,588                 |   |
| Property, plant and  equipment, net             |   | 107,767             |    | 110,845                 |   |
| Goodwill, net                                   |   | 106,942             |    | 107,258                 |   |
| Deferred income taxes                           |   | 6,851               |    | 6,886                   |   |
| Other assets                                    |   | 5,876               |    | 6,674                   |   |
|                                            |   | $                   | 401,552 |                    | $      | 384,251 |   |
|                                            |   |                |    |                    |   |
| **LIABILITIES AND SHAREHOLDERS’ EQUITY**   |   |                |    |                    |   |
| Current liabilities:                            |   |                |    |                    |   |
| Cash overdrafts                                 |   | $                   | 3,425   |                    | $      | 1,419 |   |
| Accounts payable                                |   | 60,741              |    | 53,439                  |   |
| Accrued expenses and other  current liabilities |   | 21,378              |    | 27,681                  |   |
| Total current liabilities                       |   | 85,544              |    | 82,539                  |   |
| Long-term debt, less  current maturities        |   | 219,015             |    | 207,724                 |   |
| Deferred income taxes                           |   | 16,401              |    | 16,563                  |   |
| Other liabilities                               |   | 17,345              |    | 15,931                  |   |
| Total liabilities                               |   | 338,305             |    | 322,757                 |   |
| Shareholders’equity:                       |   |                |    |                    |   |
| Common stock                                    |   | 500                 |    | 500                     |   |
| Additional paid-in-capital                      |   | 53,220              |    | 53,220                  |   |
| Treasury stock                                  |   | (1,581              | )       | (1,581                  | )      |
| Retained earnings                               |   | 26,662              |    | 24,582                  |   |
| Accumulated other  comprehensive loss           |   | (15,554             | )       | (15,227                 | )      |
| Total shareholders’ equity                 |   | 63,247              |    | 61,494                  |   |
|                                            |   | $                   | 401,552 |                    | $      | 384,251 |   |

 

Theaccompanying notes are an integral part of these condensed consolidatedfinancial statements.

 

3

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**EuramaxInternational, Inc. and Subsidiaries**

**Condensed Consolidated Statements of Cash Flows**

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

**(Unaudited)**

 
|                                         |   | **Quarters  ended** |    |
|----------------------------------------------|--------|---------------------|---------|
|                                         |   | **March 29,  2002** |    | **March 30,  2001** |   |
|                                         |   |                |    |   |   |
| Net cash used in operating  activities       |   | $                   | (10,795 | ) | $ | (5,678 | ) |
|                                         |   |                |    |   |   |
| Cash flows from investing  activities:       |   |                |    |   |   |
| Proceeds from sales of  assets               |   | —              |    | 5 |   |
| Capital expenditures                         |   | (1,134              | )       | (1,777 | ) |
| Net cash used in investing  activities       |   | (1,134              | )       | (1,772 | ) |
|                                         |   |                |    |   |   |
| Cash flows from financing  activities:       |   |                |    |   |   |
| Net borrowings on revolving  credit facility |   | 50,761              |    | 22,972 |   |
| Repayment of long-term debt                  |   | (38,951             | )       | (12,622 | ) |
| Changes in cash overdrafts                   |   | 2,006               |    | (511 | ) |
| Proceeds from settlement of  currency swap   |   | 2,790               |    | — |   |
| Deferred financing fees                      |   | (1,348              | )       | — |   |
| Credit agreement amendment  fee              |   | —              |    | (405 | ) |
| Net cash provided by  financing activities   |   | 15,258              |    | 9,434 |   |
|                                         |   |                |    |   |   |
| Effect of exchange rate  changes on cash     |   | (66                 | )       | (1,066 | ) |
|                                         |   |                |    |   |   |
| Net increase in cash and  equivalents        |   | 3,263               |    | 918 |   |
| Cash and equivalents at  beginning of period |   | 5,897               |    | 8,134 |   |
| Cash and equivalents at end  of period       |   | $                   | 9,160   |   | $ | 9,052 |   |

 

Theaccompanying notes are an integral part of these condensed consolidatedfinancial statements.

 

4

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**EuramaxInternational, Inc. and Subsidiaries**

**Notes toCondensed Consolidated Financial Statements**

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

**(Unaudited)**

 

**1.  Basis of Presentation:**

 

For purposes of this report the “Company” refers to EuramaxInternational, Inc. (“Euramax”) and Subsidiaries, collectively.

 

The Condensed Consolidated Financial Statements of the Company havebeen prepared in accordance with accounting principles generally accepted inthe United States for interim financial information and with the rules andregulations of the Securities and Exchange Commission (the “SEC”). Accordingly,they do not include all of the information and footnotes required by accountingprinciples generally accepted in the United States for complete financialstatements. In the opinion of the management of the Company, these statements includeall adjustments 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 andaccompanying notes included in the Company’s Annual Report on Form 10-K for theyear ended December 28, 2001. Operating results for the period ended March 29,2002, are not necessarily indicative of future results that may be expected forthe year ending December 27, 2002.

 

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

 

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

 

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

 

For information regarding significant accounting policies, see Note 3to the Consolidated Financial Statements of the Company for the year endedDecember 28, 2001, set forth in the Company’s Annual Report on Form 10-K.

 

The Company adopted SFAS No. 142, “Goodwill and Other IntangibleAssets”, effective December 29, 2001. Under SFAS No. 142, goodwill and indefinite lived intangible assets areno longer amortized, but are reviewed annually for impairment. Separableintangible assets that are not deemed to have an indefinite life will continueto be amortized over their useful lives. The Company has completed thetransitional goodwill impairment test required upon adoption of SFAS No. 142and determined that there is no impairment to its recorded goodwill balances.Had the Company been accounting for its goodwill under SFAS No. 142 for allperiods presented, the Company’s net earnings (loss) would have been asfollows:

 
|                               |   | **Quarters  ended** |   |
|------------------------------------|--------|---------------------|--------|
|                               |   | **March 29,  2002** |   | **March 30,  2001** |   |
|                               |   |                |   |   |   |
| Reported net earnings  (loss)      |   | $                   | 2,080  |   | $ | (2,078 | ) |
| Goodwill amortization, net  of tax |   | —              |   | 998 |   |
| Adjusted net earnings  (loss)      |   | $                   | 2,080  |   | $ | (1,080 | ) |

 

5

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**3.  Inventories:**

 

Inventorieswere comprised of:

 
|              |   | **March 29,  2002** |   | **December  28,  2001** |   |
|-------------------|--------|---------------------|--------|-------------------------|--------|
|              |   |                |   |                    |   |
| Raw materials     |   | $                   | 54,709 |                    | $      | 50,206 |   |
| Work in process   |   | 2,601               |   | 2,449                   |   |
| Finished products |   | 13,146              |   | 11,459                  |   |
|              |   | $                   | 70,456 |                    | $      | 64,114 |   |

 

**4.  Long-TermObligations:**

 

Long-termobligations consisted of the following:

 
|                                      |   | **March 29,  2002** |    | **December  28,  2001** |   |
|-------------------------------------------|--------|---------------------|---------|-------------------------|--------|
| Credit Agreement:                         |   |                |    |                    |   |
| Revolving Credit Facility                 |   | $                   | 84,015  |                    | $      | 33,773 |   |
| Term Loans                                |   | —              |    | 38,951                  |   |
| 11.25% Senior Subordinated Notes due 2006 |   | 135,000             |    | 135,000                 |   |
|                                      |   | $                   | 219,015 |                    | $      | 207,724 |   |

 

Effective March 15, 2002,the Company and its Lenders amended and restated the Credit Agreement (“Amendedand Restated Credit Agreement”) to, among other items, increase the RevolvingCredit Facility from $100.0 million to $110.0 million; refinance outstandingTerm Loans through borrowings under the Revolving Credit Facility; and extendthe expiration date of the Revolving Credit Facility from June 30, 2002 to June30, 2005.

 

As of March 29, 2002, anundrawn amount of $26.0 million remained under the Revolving Credit Facility,of which $15.5 million was available. The Company is subject to a commitmentfee on a quarterly basis equal to 0.50% of the unused portion of the RevolvingCredit Facility.

 

At the option of theCompany, the interest rates applicable to the loans under the Amended andRestated Credit Agreement are based upon a Base Rate or Eurocurrency Rate (bothas defined), plus their respective margins. The Amended and Restated CreditAgreement provides for variable rate margins, determined quarterly, based uponthe Company’s ratio of EBITDA (earnings before interest, taxes, depreciationand amortization) to total debt. The maximum and minimum Base Rate margins are2.00% and 1.00%, respectively. The maximum and minimum Eurocurrency Ratemargins are 3.25% and 2.25%, respectively.

 

The Amended and RestatedCredit Agreement contains certain covenants and restrictions on actions by theCompany and its subsidiaries, including certain restrictions on the payment ofcash dividends. In addition, the Amended and Restated Credit Agreement requiresthe Company to meet certain financial tests, including fixed

 

6

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charge coverage ratio,minimum interest coverage ratio, maximum leverage ratio and maximum amounts ofcapital expenditures.

 

**5. Financial Instruments and Risk Management**

 

In connection with theCompany’s risk-management strategy, the Company enters into currency agreementsand interest rate agreements for other than trading purposes with majorfinancial institutions to reduce the impact of exchange rate and/or interest ratefluctuations related to debt payments. In January 2002, in connection with theamendment and restatement of the Credit Agreement, the Company terminated itsPound Sterling swap for proceeds totaling $2.8 million. The gain was deferredand will be amortized over the original term of the agreement. In February2002, the Company entered into a Pound Sterling swap (“New Pound SterlingSwap”) to replace the Pound Sterling swap terminated in January 2002. The termsof the New Pound Sterling Swap expire on June 30, 2005, and require the Companyto pay 19.0 million Pound Sterling with semi-annual interest payments of 12.63%in exchange for $27.2 million with semi-annual interest payments of 11.25%. TheNew Pound Sterling Swap has been designated as a cash flow hedge and theeffectiveness of the New Pound Sterling swap is being assessed using thehypothetical derivative method.

 

Additionally, in January2002, the Company entered into an interest rate agreement whereby the Companypays a counterparty a fixed rate of interest of 3.715% on a notional amount of$35.0 million through December 31, 2002, $25.0 million from January 1, 2003through December 31, 2003, and $15.0 million from January 1, 2004 throughDecember 31, 2004, in exchange for receiving a floating rate of interest of3-month U.S. Dollar LIBOR on an equivalent notional amount. The interest rateagreement has been designated as a cash flow hedge and the effectiveness of theinterest rate agreement is being assessed using the change in variable cashflows method.

 

**6.  Commitments andContingencies:**

 

**Litigation**

 

The Company is subject tolegal proceedings and claims that have arisen in the ordinary course ofbusiness. Although occasional adverse decisions or settlements may occur, it isthe opinion of the Company’s management, based upon information available atthis time, that the expected outcome of these matters, individually or in theaggregate, would not reasonably be expected to have a material adverse effecton the consolidated financial position, results of operations or cash flows ofthe Company and its subsidiaries taken as a whole.

 

**EnvironmentalMatters**

 

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

 

The Company has been named as a defendant in lawsuits or as apotentially responsible party in state and Federal administrative and judicialproceedings seeking contribution for costs associated with the investigation,analysis, correction and remediation of environmental conditions at varioushazardous waste disposal sites. The Company continues to monitor these actionsand proceedings and to vigorously defend both its own interests as well as theinterests of its affiliates. The Company’s ultimate liability in connectionwith present and future environmental claims will depend on many factors,including its volumetric share of the waste at a given site, the remedialaction required, the total cost of remediation, and the financial viability andparticipation of the

 

7

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other entities that also sent waste to the site. Once it becomesprobable that the Company will incur costs in connection with remediation of asite and such costs can be reasonably estimated, the Company establishes oradjusts its reserve for its projected share of these costs. Based upon currentlaw and information known to the Company concerning the size of the sites knownto it, anticipated costs, their years of operations and the number of otherpotentially responsible parties, management believes that the Company’spotential share of the estimated aggregate liability for the costs of remedialactions and related costs and expenses are not material. In addition, theCompany establishes reserves for remedial measures required from time to timeat its own facilities. Management believes that the reasonably probableoutcomes of these matters will not materially exceed established reserves andwill not have a material impact on the future financial position, net earningsor cash flows of the Company. The Company’s reserves, expenditures and expensesfor all environmental exposures were not significant for any of the dates orperiods presented.

 

In connection with the acquisition of the Company from Alumax Inc.(which has since been acquired by Aluminum Company of America in May 1998, andhereafter referred to as “Alumax”) on September 25, 1996, the Company wasindemnified by Alumax for substantially all of its costs, if any, related toenvironmental matters for occurrences 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. With respect to all other environmental matters,Alumax’s obligations are limited to $125.0 million and expire in September2002. However, notwithstanding the indemnity, the Company does not believe thatit has any significant probable liability for environmental claims. Further,the Company believes 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.

 

**7.  ComprehensiveIncome:**

** **
|                                                  |   | **Quarters  ended** |   |
|-------------------------------------------------------|--------|---------------------|--------|
|                                                  |   | **March 29,  2002** |   | **March 30,  2001** |   |
|                                                  |   |                |   |   |   |
| Net earnings (loss)                                   |   | $                   | 2,080  |   | $ | (2,078 | ) |
| Other comprehensive loss:                             |   |                |   |   |   |
| Foreign currency  translation adjustment              |   | (426                | )      | (2,252 | ) |
| Gain (loss) on derivative  instruments, net of taxes: |   |                |   |   |   |
| Cumulative effect of  adopting SFAS 133               |   | —              |   | (2,014 | ) |
| Net changes in fair value  of derivatives             |   | 276                 |   | 1,305 |   |
| Net (gain) loss  reclassified from OCI into earnings  |   | (177                | )      | (384 | ) |
| Comprehensive income (loss)                           |   | $                   | 1,753  |   | $ | (5,423 | ) |

 

8

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**8.  Income Taxes:**

 

The income tax provisionfor the three months ended March 29, 2002 and March 30, 2001 is computed at theeffective rate expected to be applicable for the full year using the statutoryrates on a country by country basis.

 

**9.  Segment Information:**

 

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

 

Information about reported segments and areconciliation of total segment sales to total consolidated sales and of totalsegment EBITDA to total consolidated earnings before income taxes, for thequarters ended March 29, 2002 and March 30, 2001, is as follows:

 
|                                                  |   | **Quarters Ended**  |    |
|-------------------------------------------------------|--------|---------------------|---------|
|                                                  |   | **March 29,  2002** |    | **March 30,  2001** |   |
|                                                  |   |                |    |   |   |
| **Sales**                                             |   |                |    |   |   |
| European Roll Coating                                 |   | $                   | 32,030  |   | $ | 37,696 |   |
| U.S. Fabrication                                      |   | 85,315              |    | 77,360 |   |
| European Fabrication                                  |   | 16,223              |    | 16,908 |   |
| Total segment sales                                   |   | 133,568             |    | 131,964 |   |
|                                                  |   |                |    |   |   |
| Eliminations                                          |   | (608                | )       | (751 | ) |
| Consolidated net sales                                |   | $                   | 132,960 |   | $ | 131,213 |   |
|                                                  |   |                |    |   |   |
| **EBITDA**                                            |   |                |    |   |   |
| European Roll Coating                                 |   | $                   | 4,519   |   | $ | 5,178 |   |
| U.S. Fabrication                                      |   | 6,125               |    | 1,839 |   |
| European Fabrication                                  |   | 1,938               |    | 2,505 |   |
| Total EBITDA for reportable  segments                 |   | 12,582              |    | 9,522 |   |
|                                                  |   |                |    |   |   |
| Expenses that are not  segment specific               |   | (511                | )       | (2,585 | ) |
| Depreciation and  amortization                        |   | (3,424              | )       | (4,412 | ) |
| Interest expense, net                                 |   | (5,361              | )       | (6,560 | ) |
| Consolidated net earnings  (loss) before income taxes |   | $                   | 3,286   |   | $ | (4,035 | ) |

 

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

 

9

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The following table reflects revenues fromexternal customers by groups of similar products for the quarters ended March29, 2002 and March 30, 2001:

 
| **Customers/Markets**                                 |                | **Primary  Products**                                                                                                                                           |                | **Quarters  Ended** |    |
|-------------------------------------------------------|---------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------|---------------------|---------|
|                                                  | **March 29,  2002** |                                                                                                                                                            | **March 30,  2001** |                |
|                                                  |                |                                                                                                                                                            |                |                |    |   |   |
| Original Equipment  Manufacturers  (“OEMs”) |                | Painted aluminum sheet and  coil;  fabricated painted aluminum,  laminated and fiberglass panels;  RV doors, windows and roofing; and composite building panels |                |                |    |   |   |
|                                                  |                |                                                                                                                                                            |                |                |    |
|                                                  |                |                                                                                                                                                            |                |                |    |
|                                                  |                | $                                                                                                                                                               | 64,401              |                | $       | 67,178 |   |
|                                                  |                |                                                                                                                                                            |                |                |    |   |   |
| Rural Contractors                                     |                | Steel and aluminum roofing  and siding                                                                                                                          |                | 23,575              |    | 20,362 |   |
|                                                  |                |                                                                                                                                                            |                |                |    |   |   |
| Home Centers                                          |                | Raincarrying systems,  roofing  accessories, windows, doors and  shower enclosures                                                                              |                | 21,675              |    | 17,950 |   |
|                                                  |                |                                                                                                                                                            |                |                |    |   |   |
| Manufactured Housing                                  |                | Steel siding and trim  components                                                                                                                               |                | 4,676               |    | 6,230 |   |
|                                                  |                |                                                                                                                                                            |                |                |    |   |   |
| Distributors                                          |                | Metal coils, raincarrying  systems and roofing accessories                                                                                                      |                | 4,540               |    | 3,421 |   |
|                                                  |                |                                                                                                                                                            |                |                |    |   |   |
| Industrial and  Architectural Contractors             |                | Standing seam panels and  siding and roofing accessories                                                                                                        |                | 4,107               |    | 4,146 |   |
|                                                  |                |                                                                                                                                                            |                |                |    |   |   |
| Home Improvement  Contractors                         |                | Vinyl replacement windows;  metal coils, raincarrying systems;  metal roofing and insulated roofing panels; shower, patio and entrance doors;  and awnings      |                |                |    |   |   |
|                                                  |                |                                                                                                                                                            |                |                |    |   |
|                                                  |                |                                                                                                                                                            | 9,986               |                | 11,926  |   |
|                                                  |                |                                                                                                                                                            |                | $                   | 132,960 |   | $ | 131,213 |   |

 

10

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**10.   SupplementalCondensed Combined Financial Statements:**

 

On September 25,1996, the Company issued Senior Subordinated Notes due 2006 (the “Notes”).Euramax International Limited, Euramax European Holdings Limited and EuramaxEuropean Holdings B.V. are co-obligors under the Notes (the “Co-Obligors”).Euramax International, Inc. has provided a full and unconditional guarantee ofthe Notes (“Parent Guarantor”). In addition, Amerimax Holdings, Inc., AmerimaxFabricated Products, Inc., Euramax International Holdings Limited and EuramaxContinental Limited, holding company subsidiaries of Euramax, have providedfull and unconditional guarantees of the Notes (collectively, the “GuarantorSubsidiaries”). The following supplemental condensed combining financialstatements as of March 29, 2002 and December 28, 2001, and for the quartersended March 29, 2002 and March 30, 2001, reflect the financial position,results of operations, and cash flows of each of the Parent Guarantor, theCo-Obligors, and such combined information of the Guarantor Subsidiaries andthe non-guarantor subsidiaries, principally the operating subsidiaries,(collectively, the “Non-Guarantor Subsidiaries”). The Co-Obligors and Guarantorsare wholly owned subsidiaries of Euramax and are each jointly, severally,fully, and unconditionally liable under the Notes. Separate complete financialstatements of each Co–Obligor and Guarantor are not presented becausemanagement has determined that they are not material to investors.

 

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

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|                                       |   | **Quarter ended March 30, 2001**                       |   |
|--------------------------------------------|--------|--------------------------------------------------------|--------|
|                                       |   | **Euramax  International,  Inc.  (Parent  Guarantor)** |   | **Euramax  International  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings B.V.  (Co-Obligor)** |   | **Guarantor  Subsidiaries** |   | **Non-  Guarantor  Subsidiaries** |   | **Eliminations** |   | **Consolidated  Totals** |   |
|                                       |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net sales                                  |   | $                                                      | — |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   | $ | 131,213 |   | $ | — |   | $ | 131,213 |   |
|                                       |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Costs and expenses:                        |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of goods sold                         |   | —                                                 |   | — |   | — |   | — |   | — |   | 108,193 |   | — |   | 108,193 |   |
| Selling and general                        |   | 601                                                    |   | 58 |   | — |   | — |   | (379 | ) | 13,583 |   | — |   | 13,863 |   |
| Depreciation and  amortization             |   | —                                                 |   | — |   | — |   | — |   | 92 |   | 4,320 |   | — |   | 4,412 |   |
| (Loss) earnings from  operations           |   | (601                                                   | )      | (58 | ) | — |   | — |   | 287 |   | 5,117 |   | — |   | 4,745 |   |
|                                       |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Equity in (loss) earnings  of subsidiaries |   | (886                                                   | )      | 2,318 |   | 919 |   | 2,615 |   | 1,945 |   | — |   | (6,911 | ) | — |   |
| Interest expense, net                      |   | (1,251                                                 | )      | (25 | ) | (51 | ) | (82 | ) | (3,564 | ) | (1,587 | ) | — |   | (6,560 | ) |
| Other income (expense), net                |   | 8                                                      |   | 46 |   | (1,512 | ) | (252 | ) | (1,754 | ) | 1,244 |   | — |   | (2,220 | ) |
| (Loss) earnings before  income taxes       |   | (2,730                                                 | )      | 2,281 |   | (644 | ) | 2,281 |   | (3,086 | ) | 4,774 |   | (6,911 | ) | (4,035 | ) |
| (Benefit) provision for  income taxes      |   | (652                                                   | )      | (1 | ) | (462 | ) | (108 | ) | (2,200 | ) | 1,466 |   | — |   | (1,957 | ) |
|                                       |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net (loss) earnings                        |   | $                                                      | (2,078 | ) | $ | 2,282 |   | $ | (182 | ) | $ | 2,389 |   | $ | (886 | ) | $ | 3,308 |   | $ | (6,911 | ) | $ | (2,078 | ) |
|                                            |        |                                                        |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

13

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|                                            |   | **As of 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** |   |
| **ASSETS**                                      |
| Current assets:                                 |   |                                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash and equivalents                            |   | $                                                      | —  |   | $ | — |   | $ | — |   | $ | 48 |   | $ | 32 |   | $ | 9,080 |   | $ | — |   | $ | 9,160 |   |
| Accounts receivable, net                        |   | 1                                                      |    | 10 |   | — |   | — |   | — |   | 87,905 |   | — |   | 87,916 |   |
| Inventories                                     |   | —                                                 |    | — |   | — |   | — |   | — |   | 70,456 |   | — |   | 70,456 |   |
| Other current assets                            |   | 321                                                    |    | — |   | — |   | — |   | 756 |   | 5,507 |   | — |   | 6,584 |   |
| Total current assets                            |   | 322                                                    |    | 10 |   | — |   | 48 |   | 788 |   | 172,948 |   | — |   | 174,116 |   |
| Property, plant and  equipment, net             |   | —                                                 |    | — |   | — |   | — |   | 40 |   | 107,727 |   | — |   | 107,767 |   |
| Amounts due from affiliates                     |   | 94,474                                                 |    | 75,338 |   | 46,806 |   | — |   | 140,785 |   | 43,384 |   | (400,787 | ) | — |   |
| Goodwill, net                                   |   | —                                                 |    | — |   | — |   | — |   | 7,799 |   | 99,143 |   | — |   | 106,942 |   |
| Investment in consolidated  subsidiaries        |   | 126,527                                                |    | 24,003 |   | (15,560 | ) | 29,966 |   | 181,499 |   | — |   | (346,435 | ) | — |   |
| Deferred income taxes                           |   | —                                                 |    | — |   | 939 |   | — |   | 13 |   | 5,899 |   | — |   | 6,851 |   |
| Other assets                                    |   | —                                                 |    | 1,511 |   | 374 |   | 379 |   | 1,665 |   | 1,947 |   | — |   | 5,876 |   |
|                                            |   | $                                                      | 221,323 |   | $ | 100,862 |   | $ | 32,559 |   | $ | 30,393 |   | $ | 332,589 |   | $ | 431,048 |   | $ | (747,222 | ) | $ | 401,552 |   |
| **LIABILITIES  AND SHAREHOLDERS’ EQUITY**  |
| Current liabilities:                            |   |                                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash overdrafts                                 |   | $                                                      | —  |   | $ | — |   | $ | — |   | $ | — |   | $ | (626 | ) | $ | 4,051 |   | $ | — |   | $ | 3,425 |   |
| Accounts payable                                |   | —                                                 |    | — |   | — |   | — |   | 45 |   | 60,696 |   | — |   | 60,741 |   |
| Accrued expenses and other  current liabilities |   | (3,004                                                 | )       | (1,683 | ) | (1,590 | ) | (6,062 | ) | (5,778 | ) | 39,495 |   | — |   | 21,378 |   |
| Total current liabilities                       |   | (3,004                                                 | )       | (1,683 | ) | (1,590 | ) | (6,062 | ) | (6,359 | ) | 104,242 |   | — |   | 85,544 |   |
| Long-term debt, less  current maturities        |   | 37,216                                                 |    | 70,605 |   | 27,179 |   | — |   | 48,452 |   | 35,563 |   | — |   | 219,015 |   |
| Amounts due to affiliates                       |   | 121,965                                                |    | 14,648 |   | 17,859 |   | 3,163 |   | 162,481 |   | 80,671 |   | (400,787 | ) | — |   |
| Deferred income taxes                           |   | —                                                 |    | — |   | — |   | — |   | 665 |   | 15,736 |   | — |   | 16,401 |   |
| Other liabilities                               |   | 464                                                    |    | — |   | — |   | — |   | 823 |   | 16,058 |   | — |   | 17,345 |   |
| Total liabilities                               |   | 156,641                                                |    | 83,570 |   | 43,448 |   | (2,899 | ) | 206,062 |   | 252,270 |   | (400,787 | ) | 338,305 |   |
| Shareholders’ equity:                      |   |                                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock                                    |   | 500                                                    |    | 2 |   | 78 |   | 23 |   | 35,001 |   | 6,835 |   | (41,939 | ) | 500 |   |
| Additional paid-in capital                      |   | 65,218                                                 |    | 20,726 |   | 6,922 |   | 9,077 |   | 149,085 |   | 369,643 |   | (567,451 | ) | 53,220 |   |
| Treasury stock                                  |   | (1,581                                                 | )       | — |   | — |   | — |   | — |   | — |   | — |   | (1,581 | ) |
| Retained earnings (deficit)                     |   | 9,875                                                  |    | 9,942 |   | (12,265 | ) | 30,747 |   | (48,046 | ) | (174,490 | ) | 210,899 |   | 26,662 |   |
| Dividends declared                              |   | —                                                 |    | — |   | — |   | — |   | — |   | (10,415 | ) | 10,415 |   | — |   |
| Accumulated other                               |   |                                                   |    |   |   |   |   |   |   |   |   |   |   |   |   | — |   |
| comprehensive loss                              |   | (9,330                                                 | )       | (13,378 | ) | (5,624 | ) | (6,555 | ) | (9,513 | ) | (12,795 | ) | 41,641 |   | (15,554 | ) |
| Total shareholders’ equity                 |   | 64,682                                                 |    | 17,292 |   | (10,889 | ) | 33,292 |   | 126,527 |   | 178,778 |   | (346,435 | ) | 63,247 |   |
|                                            |   | $                                                      | 221,323 |   | $ | 100,862 |   | $ | 32,559 |   | $ | 30,393 |   | $ | 332,589 |   | $ | 431,048 |   | $ | (747,222 | ) | $ | 401,552 |   |
|                                                 |        |                                                        |         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

14

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|                                           |   | **As of December 28, 2001**                           |    |
|------------------------------------------------|--------|-------------------------------------------------------|---------|
|                                           |   | **Euramax  International,  Inc. (Parent  Guarantor)** |    | **Euramax  International  Limited  (Co-Obligor)** |   | **Euramax European Holdings Limited  (Co-Obligor)** |   | **Euramax European Holdings B.V.   (Co-Obligor)** |   | **Guarantor Subsidiaries** |   | **Non- Guarantor Subsidiaries** |   | **Eliminations** |   | **Consolidated   Totals** |   |
| **ASSETS**                                     |
| Current assets:                                |   |                                                  |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash and equivalents                           |   | $                                                     | —  |   | $ | — |   | $ | — |   | $ | 94 |   | $ | 11 |   | $ | 5,792 |   | $ | — |   | $ | 5,897 |   |
| Accounts receivable, net                       |   | 1                                                     |    | 15 |   | — |   | — |   | — |   | 77,241 |   | — |   | 77,257 |   |
| Inventories                                    |   | —                                                |    | — |   | — |   | — |   | — |   | 64,114 |   | — |   | 64,114 |   |
| Other current assets                           |   | 321                                                   |    | — |   | — |   | — |   | 600 |   | 4,399 |   | — |   | 5,320 |   |
| Total current assets                           |   | 322                                                   |    | 15 |   | — |   | 94 |   | 611 |   | 151,546 |   | — |   | 152,588 |   |
| Property, plant and  equipment, net            |   | —                                                |    | — |   | — |   | — |   | 47 |   | 110,798 |   | — |   | 110,845 |   |
| Amounts due from affiliates                    |   | 95,392                                                |    | 79,253 |   | 46,891 |   | 1,677 |   | 138,391 |   | 49,775 |   | (411,379 | ) | — |   |
| Goodwill, net                                  |   | —                                                |    | — |   | — |   | — |   | 7,799 |   | 99,459 |   | — |   | 107,258 |   |
| Investment in consolidated  subsidiaries       |   | 123,576                                               |    | 22,091 |   | (16,591 | ) | 28,506 |   | 187,448 |   | — |   | (345,030 | ) | — |   |
| Deferred income taxes                          |   | —                                                |    | — |   | 955 |   | — |   | 12 |   | 5,919 |   | — |   | 6,886 |   |
| Other assets                                   |   | —                                                |    | 1,595 |   | 401 |   | 406 |   | 688 |   | 3,584 |   | — |   | 6,674 |   |
|                                           |   | $                                                     | 219,290 |   | $ | 102,954 |   | $ | 31,656 |   | $ | 30,683 |   | $ | 334,996 |   | $ | 421,081 |   | $ | (756,409 | ) | $ | 384,251 |   |
| **LIABILITIES  AND SHAREHOLDERS’ EQUITY** |
| Current liabilities:                           |   |                                                  |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash overdrafts                                |   | $                                                     | —  |   | $ | — |   | $ | — |   | $ | — |   | $ | (358 | ) | $ | 1,777 |   | $ | — |   | $ | 1,419 |   |
| Accounts payable                               |   | —                                                |    | — |   | — |   | — |   | 17 |   | 53,422 |   | — |   | 53,439 |   |
| Accrued expenses and other                     |   |                                                  |    |   |   |   |   |   |   |   |   |   |   |   |   | — |   |
| current liabilities                            |   | (1,348                                                | )       | 354 |   | (640 | ) | (6,129 | ) | (3,513 | ) | 38,957 |   | — |   | 27,681 |   |
| Total current liabilities                      |   | (1,348                                                | )       | 354 |   | (640 | ) | (6,129 | ) | (3,854 | ) | 94,156 |   | — |   | 82,539 |   |
| Long-term debt, less current  maturities       |   | 37,216                                                |    | 70,605 |   | 27,179 |   | — |   | 38,409 |   | 34,315 |   | — |   | 207,724 |   |
| Amounts due to affiliates                      |   | 120,186                                               |    | 16,574 |   | 16,544 |   | 4,880 |   | 175,637 |   | 77,558 |   | (411,379 | ) | — |   |
| Deferred income taxes                          |   | 464                                                   |    | — |   | — |   | — |   | 721 |   | 15,378 |   | — |   | 16,563 |   |
| Other liabilities                              |   | —                                                |    | — |   | — |   | — |   | 508 |   | 15,423 |   | — |   | 15,931 |   |
| Total liabilities                              |   | 156,518                                               |    | 87,533 |   | 43,083 |   | (1,249 | ) | 211,421 |   | 236,830 |   | (411,379 | ) | 322,757 |   |
| Shareholders’ equity:                     |   |                                                  |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock                                   |   | 500                                                   |    | 2 |   | 78 |   | 23 |   | 35,001 |   | 6,835 |   | (41,939 | ) | 500 |   |
| Additional paid-in capital                     |   | 65,218                                                |    | 20,726 |   | 6,922 |   | 9,077 |   | 149,085 |   | 369,643 |   | (567,451 | ) | 53,220 |   |
| Treasury stock                                 |   | (1,581                                                | )       | — |   | — |   | — |   | — |   | — |   | — |   | (1,581 | ) |
| Retained earnings (deficit)                    |   | 7,795                                                 |    | 7,723 |   | (12,682 | ) | 28,940 |   | (51,167 | ) | (12,104 | ) | 56,077 |   | 24,582 |   |
| Dividends declared                             |   | —                                                |    | — |   | — |   | — |   | — |   | (167,714 | ) | 167,714 |   | — |   |
| Accumulated other  comprehensive loss          |   | (9,160                                                | )       | (13,030 | ) | (5,745 | ) | (6,108 | ) | (9,344 | ) | (12,409 | ) | 40,569 |   | (15,227 | ) |
| Total shareholders’ equity                |   | 62,772                                                |    | 15,421 |   | (11,427 | ) | 31,932 |   | 123,575 |   | 184,251 |   | (345,030 | ) | 61,494 |   |
|                                           |   | $                                                     | 219,290 |   | $ | 102,954 |   | $ | 31,656 |   | $ | 30,683 |   | $ | 334,996 |   | $ | 421,081 |   | $ | (756,409 | ) | $ | 384,251 |   |
|                                                |        |                                                       |         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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:               |   |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from sales of  assets                       |   | —                                                 |   | — |   | — |   | — |   | — |   | — |   | — |   | — |   |
| 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 increase/(decrease) 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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|                                                 |   | **Quarter ended March 30, 2001**                      |   |
|------------------------------------------------------|--------|-------------------------------------------------------|--------|
|                                                 |   | **Euramax  International,  Inc.  (Parent Guarantor)** |   | **Euramax  International  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings  Limited  (Co-Obligor)** |   | **Euramax  European  Holdings  B.V.  (Co-Obligor)** |   | **Guarantor Subsidiaries** |   | **Non- Guarantor   Subsidiaries** |   | **Eliminations** |   | **Consolidated  Totals** |   |
|                                                 |   |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net cash (used in)/provided  by operating activities |   | $                                                     | (2,662 | ) | $ | (1,957 | ) | $ | (883 | ) | $ | 5,044 |   | $ | (2,483 | ) | $ | (2,413 | ) | $ | (324 | ) | $ | (5,678 | ) |
|                                                 |   |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from investing  activities:               |   |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from sales of  assets                       |   | —                                                |   | — |   | — |   | — |   | — |   | 5 |   | — |   | 5 |   |
| Capital expenditures                                 |   | —                                                |   | — |   | — |   | — |   | — |   | (1,777 | ) | — |   | (1,777 | ) |
| Net cash used in investing  activities               |   | —                                                |   | — |   | — |   | — |   | — |   | (1,772 | ) | — |   | (1,772 | ) |
|                                                 |   |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from financing  activities:               |   |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net borrowings on revolving  credit facility         |   | —                                                |   | — |   | — |   | — |   | 14,600 |   | 8,372 |   | — |   | 22,972 |   |
| Repayment of long-term debt                          |   | —                                                |   | — |   | — |   | — |   | (10,991 | ) | (1,631 | ) | — |   | (12,622 | ) |
| Dividends paid                                       |   |                                                  |   |   |   |   |   |   |   |   |   | (324 | ) | 324 |   | — |   |
| Change in cash overdrafts                            |   | —                                                |   | — |   | — |   | — |   | 25 |   | (536 | ) | — |   | (511 | ) |
| Credit agreement amendment  fee                      |   | —                                                |   | — |   | — |   | — |   | (405 | ) | — |   | — |   | (405 | ) |
| Due to/from affiliates                               |   | 2,662                                                 |   | 1,957 |   | 931 |   | (4,645 | ) | (749 | ) | (156 | ) | — |   | — |   |
| Net cash provided by/(used  in) financing activities |   | 2,662                                                 |   | 1,957 |   | 931 |   | (4,645 | ) | 2,480 |   | 5,725 |   | 324 |   | 9,434 |   |
|                                                 |   |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Effect of exchange rate  changes on cash             |   | —                                                |   | — |   | (48 | ) | (243 | ) | — |   | (775 | ) | — |   | (1,066 | ) |
|                                                 |   |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net increase/(decrease) in  cash and equivalents     |   | —                                                |   | — |   | — |   | 156 |   | (3 | ) | 765 |   | — |   | 918 |   |
| Cash and equivalents at  beginning of period         |   | —                                                |   | — |   | — |   | — |   | 27 |   | 8,107 |   | — |   | 8,134 |   |
| Cash and equivalents at end  of period               |   | $                                                     | — |   | $ | — |   | $ | — |   | $ | 156 |   | $ | 24 |   | $ | 8,872 |   | $ | — |   | $ | 9,052 |   |
|                                                      |        |                                                       |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

17

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

 

**Business Overview**

 

The following discussion should be read in conjunction with theCondensed Consolidated Financial Statements included elsewhere in thisdocument, as well as the year-end Consolidated Financial Statements andManagement’s Discussion and Analysis included in the Company’s Annual Report onForm 10-K for the year ended December 28, 2001.

 

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

 

Financial results for the quarter ended March 29, 2002, compared to thesame period of 2001, reflect greater demand in the U.S. for raincarryingsystems and accessory products from the home center industry and aluminum andsteel roofing and siding from rural contractors. Additionally, for the firsttime since the quarter ended March 31, 2000, sales to the U.S. recreationalvehicle industry exceeded the same quarter of the prior year, a positiveindication that the U.S. recreational vehicle industry is beginning to recover.Results also reflect higher operating margins in the U.S., largely resultingfrom lower raw material costs and productivity improvements at the Helena,Arkansas paintline. These conditions contributed to increase operating earningsfor the quarter ended March 29, 2002 to $8.7 million, from $4.7 million for thequarter ended March 30, 2001. Negatively impacting the Company’s results weredeclines in industrial construction in Europe and demand in Europe for productssupplied to the transportation industry. Despite lower demand in these marketsin the first quarter, management expects improvement in the Europeanconstruction market and anticipates year-over-year net sales growth in productssold to European customers in transportation markets.

 

18

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**Resultsof Operations**

 

**Quarter Ended March 29, 2002 as Compared to Quarter EndedMarch 30, 2001**

 

The following table setsforth the Company’s Statements of Earnings Data expressed as a percentage ofnet sales:

 
|                                  |   | **Quarters  ended** |   |
|---------------------------------------|--------|---------------------|--------|
|                                  |   | **March 29,  2002** |   | **March 30,  2001** |   |
| **Statements  of Earnings Data:**     |   |                |   |   |   |
| Net sales                             |   | 100.0               | %      | 100.0 | % |
| Costs and expenses:                   |   |                |   |   |   |
| Cost of goods sold                    |   | 79.9                |   | 82.4 |   |
| Selling and general                   |   | 10.9                |   | 10.6 |   |
| Depreciation and  amortization        |   | 2.6                 |   | 3.4 |   |
| Earnings from operations              |   | 6.6                 |   | 3.6 |   |
| Interest expense, net                 |   | (4.0                | )      | (5.0 | ) |
| Other expense, net                    |   | (0.1                | )      | (1.7 | ) |
| Earnings (loss) before  income taxes  |   | 2.5                 |   | (3.1 | ) |
| Provision (benefit) for  income taxes |   | 0.9                 |   | (1.5 | ) |
| Net earnings (loss)                   |   | 1.6                 | %      | (1.6 | )% |

 
|           |   | **Net Sales  Quarters ended** |    | **Earnings  (loss) from Operations  Quarters ended** |   |
|----------------|--------|-------------------------------|---------|------------------------------------------------------|--------|
| *In thousands* |   | **March 29,  2002**           |    | **March 30,  2001**                                  |   | **Increase/  (decrease)** |   | **March 29,  2002** |   | **March 30,  2001** |   | **Increase/  (decrease)** |   |
|           |   |                          |    |                                                 |   |   |   |   |   |   |   |
| United States  |   | $                             | 85,315  |                                                 | $      | 77,360 |   | 10.3 | % | $ | 3,927 |   | $ | (1,250 | ) | 414.2 | % |
| Europe         |   | 47,645                        |    | 53,853                                               |   | (11.5 | )% | 4,802 |   | 5,995 |   | (19.9 | )% |
| Totals         |   | $                             | 132,960 |                                                 | $      | 131,213 |   | 1.3 | % | $ | 8,729 |   | $ | 4,745 |   | 84.0 | % |

 

*NetSales.*Net sales increased 1.3% to $133.0 million for thequarter ended March 29, 2002, from $131.2 million for the quarter ended March30, 2001. The net sales increase in the U.S. is primarily from higher sales tohome centers, rural contractors and recreational vehicle manufacturers. Salesof raincarrying products and accessories increased $2.9 million or 13.9% forthe quarter ended March 29, 2002, compared to the quarter ended March 30, 2001.Sales of aluminum and steel roofing and siding to the rural contractor marketincreased $2.8 million or 13.9% for the quarter ended March 29, 2002, comparedto the quarter ended March 30, 2001. Sales to U.S. recreational vehiclemanufacturers increased $1.5 million or 8.4% for the quarter ended March 29,2002, compared to the quarter ended March 30, 2001. The Company’s U.S.subsidiaries are included in the U.S. Fabrication Segment (see Note 9 to theCondensed Consolidated Financial Statements).

 

Excluding a decline in reported net sales of approximately $1.9 milliondue to the weakening of foreign exchange rates relative to the U.S. Dollar,first quarter net sales in Europe decreased by approximately 8.1% compared tothe same period in 2001. This decrease includes a decrease in net sales in theEuropean Roll Coating segment and in the European Fabrication segment of 11.5%and 0.7%, respectively (see Note 9 to the Condensed Consolidated FinancialStatements). Sales in the European Roll Coating segment declined primarily as aresult of lower aluminum selling prices resulting from a 12.4% decline in thequarterly average London Metals Exchange price for aluminum.  Lower net sales also resulted from lowerexports of painted coil from the U.K. due to the strength of the PoundSterling.

19

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Sales in the European Fabrication segment were off slightly from thequarter ended March 30, 2001, as sales from France to the Europeantransportation industry were down 11.0%, a trend not expected to continue forthe balance of 2002.

 

*Cost ofgoods sold. *Cost ofgoods sold, as a percentage of net sales, decreased to 79.9% for the quarterended March 29, 2002, from 82.4% for the quarter ended March 30, 2001. Thisdecrease is primarily attributable to lower material costs. The Company expectsthat the imposition of tariffs on steel products imported by certain foreignproducers will result in an increase in the cost of steel raw materialspurchased by the Company. While the Company expects that it will be able toincrease its selling prices on steel products, no assurance to that effect canbe given. Therefore, the Company is subject to the risk of margin erosionresulting from the expected increase in the cost of steel raw materials.

 

*Sellingand general. *Sellingand general expenses, as a percentage of net sales, increased to 10.9% for thequarter ended March 29, 2002, from 10.6% for the quarter ended March 30, 2001.This increase is primarily attributable to an increase in employment costs as aresult of the increase in profitability in the quarter ended March 29, 2002, ascompared to the quarter ended March 30, 2001.

 

*Depreciationand amortization. *Depreciationand amortization, as a percentage of net sales, decreased to 2.6% for thequarter ended March 29, 2002, from 3.4% for the quarter ended March 30, 2001.This decrease is attributable to the adoption of SFAS 142 on December 29, 2001.Under SFAS 142 goodwill is no longer amortized. See Note 2 to the CondensedConsolidated Financial Statements for further discussion on the adoption ofSFAS 142.

 

*Earningsfrom operations.*As noted above, earnings from operations inthe U.S. increased to $3.9 million for the quarter ended March 29, 2002, from aloss of $1.3 million for the quarter ended March 30, 2001. Earnings fromoperations in Europe decreased to $4.8 million for the quarter ended March 29,2002, from $6.0 million for the quarter ended March 30, 2001. As a result ofthe adoption of SFAS 142 effective December 29, 2001, goodwill is no longeramortized. Goodwill amortization in the quarter ended March 30, 2001 was $970.6thousand and $239.9 thousand in the U.S. and Europe, respectively. The increasein earnings from operations in the U.S. is largely attributable to highersales, lower material costs, most notably for aluminum and steel, in additionto operational improvement at the Helena, Arkansas paintline. The decrease inearnings from operations in Europe is largely attributable to lower net salesto industrial consumers of painted aluminum and steel, a decline in salesvolume in France to the transportation industry and higher general andadministrative expenses.

 

*Interestexpense, net.*  Netinterest expense decreased to $5.4 million for the quarter ended March 29,2002, from $6.7 million for the quarter ended March 30, 2001. The decrease ininterest expense is primarily due to lower interest rates and lower outstandingindebtedness in the quarter ended March 29, 2002.

 

*Otherexpenses, net.* Otherexpenses decreased to $82.1 thousand for the quarter ended March 29, 2002, from$2.2 million for the quarter ended March 30, 2001. In the quarter ended March

 

20

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30, 2001, the Company recognized expense of $1.7 million as a result ofthe change in fair value and related costs of the Company’s derivativeinstruments that were not designated as hedges under SFAS 133. The Company didnot recognize any expense for this reason in the quarter ended March 29, 2002.

 

*Provisionfor income taxes.*The income tax provision for the period isbased on the effective tax rate expected to be applicable for the full year.The effective rate for the provision for income taxes decreased to 36.7% from48.5% for the quarters ended March 29, 2002 and March 30, 2001, respectively.The decrease in the effective rate is primarily due to the adoption of SFAS No.142 on December 29, 2001. Under SFAS No. 142 goodwill is no longer amortized,eliminating the permanent difference for non-deductible goodwill. See Note 2 tothe Condensed Consolidated Financial Statements for further discussion on theadoption of SFAS No. 142.

 

**Liquidityand Capital Resources**

 

*Liquidity*.  The Company’s primary liquidity needs arisefrom debt service incurred in connection with acquisitions and the funding ofcapital expenditures. The Company’s liquidity sources at March 29, 2002 includean undrawn amount of $26.0 million under its revolving credit facility, ofwhich $15.5 million was available, and $9.2 million in cash. Effective March15, 2002, the Company and its Lenders amended and restated the Credit Agreementto, among other items, increase the Revolving Credit Facility from $100.0million to $110.0 million; refinance outstanding Term Loans through borrowingsunder the Revolving Credit Facility; and extend the expiration date of theRevolving Credit Facility from June 30, 2002 to June 30, 2005.

 

The Company’s leveraged financial position requires that a substantialportion of the Company’s cash flow from operations be used to pay interest onthe Notes, principal and interest under the Company’s Amended and RestatedCredit Agreement and other indebtedness. Significant increases in the floatinginterest rates on the Revolving Credit Facility would result in increased debtservice requirements, which may reduce the funds available for capitalexpenditures and other operational needs. In addition, the Company’s leveragedposition may impede its ability to obtain financing in the future for workingcapital, capital expenditures and general corporate purposes. Further, theCompany’s leveraged position may make it more vulnerable to economic downturns,may limit its ability to withstand competitive pressures, and may limit itsability to comply with restrictive financial covenants required under itsAmended and Restated Credit Agreement.

 

The Company’s primary source of liquidity is funds generated fromoperations, which are supplemented by borrowings under the Amended and RestatedCredit Agreement.  Net cash used inoperating activities for the quarter ended March 29, 2002 and March 30, 2001,were $10.8 million and $5.7 million, respectively. The increase in cash used inoperating activities for the quarter ended March 29, 2002, compared to thequarter ended March 30, 2001, is primarily related to a reduction in inventorylevels in the quarter ended March 30, 2001, resulting from a focused effort toreduce working capital. Working capital was at a historical low as of December28, 2001 therefore this reduction in inventory was not duplicated in thequarter ended March 29, 2002.  Inventorylevels experienced a more normal seasonal increase in the quarter ended March29, 2002.

 

21

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Net cash used in investing activities decreased to $1.1 million for thequarter ended March 29, 2002, from $1.8 million for the quarter ended March 30,2001. This decrease is the result of lower capital expenditures in the quarterended March 29, 2002.

 

Net cash provided by financing activities increased to $15.3 millionfor the quarter ended March 29, 2002, from $9.4 million for the quarter endedMarch 30, 2001, primarily due to proceeds from the sale of the Pound Sterlingswap (see Note 5 to the Condensed Consolidated Financial Statements for furtherdiscussion of the sale of the Pound Sterling swap) and increased borrowingsunder the Credit Agreement as a result of working capital needs.

 

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

 

*CapitalExpenditures.*  TheCompany’s capital expenditures were $1.1 million and $1.8 million for the threemonths ended March 29, 2002 and March 30, 2001, respectively. Significantcapital expenditures in 2002 include approximately $160.6 thousand forimprovements to the paintlines in Helena, Arkansas; Corby, England; andRoermond, The Netherlands and approximately $140.7 thousand for severalprojects related to business expansion. Significant capital expenditures in2001 included approximately $273.6 thousand for improvements to the paintlinesin Roermond, the Netherlands and Corby, England, and approximately $1.0 millionfor several projects related to business expansion. The balance of capitalexpenditures in both periods related to purchases and upgrades of fabricatingequipment.

 

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

 

*Working Capital Management.*  Working capital was $88.6 million as ofMarch 29, 2002, compared to $70.0 million as of December 28, 2001. The increasein working capital is largely attributable to seasonal demands of the businessand a reduction of accrued interest payable.

 

**Environmental Matters**

 

The Company’s exposure to environmental matters has not changedsignificantly from the year ended December 28, 2001. For detailed informationregarding environmental matters, see “Management’s Discussion and Analysis —Risk Management” set forth in the Company’s Annual Report on Form 10-K for theyear ended December 28, 2001.

 

**NoteRegarding Forward-Looking Statements:**  The Management’s Discussion and Analysis andother sections of this Form 10-Q may contain forward-looking statements thatare based on current expectations, estimates and projections about theindustries in which the Company operates, and management’s beliefs andassumptions. Such forward-looking statements include terminology such as“expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” orvariations of such words and similar expressions regarding beliefs, plans,expectations or intentions regarding the future. Forward-looking statements inthis report include, but are not limited to: (1) statements regarding theCompany’s expectation that its sources of liquidity will provide the liquidityrequired, if necessary, to supplement lower cash flow from operations; (2)

 

22

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statements regarding management’s expectation for improvement in theEuropean construction market and for year-over-year net sales growth inproducts sold to European customers in transportation markets; (3) statementsregarding the Company’s expectation that the imposition of tariffs on steelproducts imported by certain foreign producers will result in an increase inthe cost of steel raw materials purchased by the Company and that the Companyexpects that it will be able to increase its selling price on steel products;(4) statements regarding management’s expectation that the outcome of legalproceedings and claims that have arisen in the ordinary course of businesswould not reasonably be expected to have a material adverse effect on theconsolidated financial position, results of operations or cash flows of theCompany and its subsidiaries taken as a whole; and (5) statements regardingmanagement’s belief that the Company’s potential share of the estimatedaggregate liability for the costs of remedial actions and related costs andexpenses at various hazardous waste disposal sites in which the Company hasbeen named as a defendant in lawsuits or as a potentially responsible party arenot material and that the reasonably probably outcome of these matters will notmaterially exceed established reserves and will not have a material impact onthe future financial position, net earnings or cash flows of the Company. Theseforward-looking statements are based on a number of assumptions that couldultimately prove inaccurate, and, therefore, there can be no assurance thatthey will prove to be accurate. All such forward-looking statements are subjectto the safe harbor created by the Private Securities Litigation Reform Act of1995. Important factors that could cause future financial performance to differmaterially and significantly from past results and from those expressed orimplied in this document include, without limitation, the risks of acquisitionof businesses (including limited knowledge of the businesses acquired andmisrepresentations by sellers), changes in business strategy or developmentplans, the cyclical demand for the Company’s products, the supply and/or priceof aluminum and other raw materials, currency exchange rate fluctuations,environmental regulations, availability of financing, competition, reliance onkey management personnel, ability to manage growth, loss of customers, and avariety of other factors. For further information on these and other risks, seethe “Risk Factors” section of Item 1 of the Company’s Annual Report on Form10-K for the year ended December 28, 2001, as well as the Company’s otherfilings with the Securities and Exchange Commission. The Company assumes noobligation to update publicly its forward-looking statements, whether as aresult of new information, future events or otherwise.

 

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

 

The following discussion about the Company’s risk-management activitiesincludes forward-looking statements that involve risk and uncertainties. Actualresults could differ materially from those projected in the forward-lookingstatement. See “Note Regarding Forward Looking Statements” for additionalinformation regarding the Private Securities Litigation Reform Act. TheCompany’s management of market risk from changes in interest rates, exchangerates and commodity prices has not changed from the year ended December 28,2001, with the exception of the termination of the existing Pound Sterling swapand entering into the New Pound Sterling Swap and the interest rate swap (seeNote 6 to the Condensed Consolidated Financial Statements). For detailedinformation regarding the Company’s risk management, see “Management’sDiscussion and Analysis — Risk Management” and “Item 7A. Quantitative andQualitative Disclosures about Market Risk” set forth in the Company’s AnnualReport on Form 10-K for the year ended December 28, 2001.

 

23

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**Interest Rate Risk**

 

This analysis presentsthe hypothetical loss in fair value and increase in interest expense of thosefinancial instruments and derivative instruments held by the Company at March29, 2002, which are sensitive to changes in interest rates. All other factorsremaining unchanged, a hypothetical 10 percent increase in interest rates woulddecrease the fair value of the Company’s fixed-rate, long-term debt outstandingat March 29, 2002, by approximately $5.2 million, based upon the use of adiscounted cash flow model, as compared to a hypothetical decrease in fairvalue of approximately $5.4 million at December 28, 2001.

 

A hypothetical 10 percentincrease in interest rates for one year on the Company’s variable ratefinancial instruments and derivative instruments would increase interestexpense by approximately $465.1 thousand as calculated at March 29, 2002,compared to a hypothetical increase in interest expense of approximately $359.2thousand as calculated at December 28, 2001.

 

**Foreign Currency Exchange Risk**

 

This analysis presentsthe hypothetical increase in foreign exchange loss and increase in interestexpense related to those financial instruments and derivative instruments heldby the Company at March 29, 2002, which are sensitive to changes in foreigncurrency exchange risks. A hypothetical 10 percent decrease in foreign currencyexchange rates would increase the Company’s foreign exchange loss byapproximately $656.8 thousand for those financial instruments and derivativeinstruments affected by foreign currency exchange fluctuations, as compared toa hypothetical increase in foreign exchange loss of approximately $940.9thousand for the year ended December 28, 2001.

 

All other factors remainingunchanged, a hypothetical 10 percent increase in foreign currency exchangerates for one year would increase interest expense by approximately $741.9thousand as calculated at March 29, 2002, for those financial instruments andderivative instruments affected by foreign currency exchange fluctuations, ascompared to a hypothetical increase in interest expense of approximately $485.1thousand as calculated at December 28, 2001.

 

**Part II- Other Information**

 

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

 

(a)(1)                    The followingconsolidated financial statements of Euramax International, Inc. and itssubsidiaries are included in Part I, Item 1.

 

CondensedConsolidated Statements of Operations for the quarters ended March 29, 2002 andMarch 30, 2001

 

24

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CondensedConsolidated Balance Sheets at March 29, 2002 and December 28, 2001

 

CondensedConsolidated Statements of Cash Flows for the quarters ended March 29, 2002 andMarch 30, 2001

 

Notesto Condensed Consolidated Financial Statements

 

(b)                                 TheCompany filed no reports on Form 8-K during the three months ended March 29,2002.

 

(c)                                  Exhibits:

 
| 2.1**     |   | Purchase Agreement  dated as of April 28, 1997, among the Company and Genstar Capital Corporation  (“GCC”), Ontario Teachers’ Pension Plan Board and the Management Stockholders  of Gentek Holdings, Inc. (“Holdings”) as sellers GCC as sellers’  representative; Holdings and Gentek Building Products, Inc. (“GBPI”).  (Incorporated by reference to Exhibit 2.1 of  the Registrant’s Form 8-K filed August 1, 1997). |
|-----------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2.2****   |   | Proposals for the  acquisition of the entire issued share capital of Euramax International  Limited by Euramax International, Inc. to be effected by means of a Scheme  Arrangement under Section 425 of the Companies Act 1985                                                                                                                                                                                                                                             |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2.3****** |   | Purchase Agreement  dated as of March 10, 2000, by and between Amerimax Home Products, Inc.,  Gutter World, Inc. and Global Expanded Metals, Inc., and all of the  stockholders of Gutter World, Inc. and Global Expanded Metals, Inc.                                                                                                                                                                                                                                      |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.1*      |   | Articles of Association  of Euramax International plc                                                                                                                                                                                                                                                                                                                                                                                                                       |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.2*      |   | Memorandum and Articles  of Association of Euramax European Holdings plc                                                                                                                                                                                                                                                                                                                                                                                                    |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.3*      |   | Articles of Association  of Euramax International B.V.                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.4*      |   | Articles of  Incorporation of Amerimax Holdings, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                       |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.5*      |   | Bylaws of Amerimax  Holdings, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.3*      |   | Indenture, dated as of  September 25, 1996, by and among Euramax International plc, Euramax European  Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and the  Chase Manhattan Bank, as Trustee.                                                                                                                                                                                                                                                      |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.4*      |   | Deposit Agreement,  dated as of September 25, 1996, by and among Euramax International plc,  Euramax European Holdings plc, Euramax European Holdings B.V., and The Chase  Manhattan Bank, as book-entry depositary                                                                                                                                                                                                                                                         |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.5*      |   | Registration Rights  Agreement, dated as of September 25, 1996, by and among Euramax International  plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax  Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co.                                                                                                                                                                                                                |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.6*      |   | Purchase Agreement  dated as of September 18, 1996, by and among Euramax International Ltd.,  Euramax European Holdings Ltd., Euramax European Holdings B.V., Amerimax  Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co.                                                                                                                                                                                                                          |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.7*****  |   | Supplemental Indenture,  dated as of November 18, 1999, among Euramax International Limited, Euramax  European Holdings plc, Euramax European Holdings, B.V., as Issuers, Amerimax  Holdings, Inc., as Guarantor, and The Chase Manhattan Bank, as Trustee                                                                                                                                                                                                                  |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.8*****  |   | Amended and Restated  Supplemental Indenture, dated as of December 14, 1999, among Euramax  International Limited, Euramax European Holdings plc, Euramax European  Holdings, B.V., as Issuers, Amerimax Holdings, Inc., as Guarantor, and The  Chase Manhattan Bank, as Trustee                                                                                                                                                                                            |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1*     |   | Purchase Agreement,  dated as of June 24, 1996, by and between Euramax International Ltd. and  Alumax Inc.                                                                                                                                                                                                                                                                                                                                                                  |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.2*     |   | Executive Employment  Agreement, dated as of September 25, 1996, by and between J. David Smith and  Euramax International plc                                                                                                                                                                                                                                                                                                                                               |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.12*    |   | Domestic Subsidiary  Guaranty, dated as of September 25, 1996, by each of Amerimax Home Products,  Inc., Amerimax Specialty Products, Inc., Amerimax Building Products, Inc.,  Amerimax Coated Products and Johnson Door Products, Inc. in favor of the Guarantied  Parties referred to therein                                                                                                                                                                             |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.13*    |   | U.S. Holdings Guaranty,  dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of the  Guaranteed Parties referred to therein                                                                                                                                                                                                                                                                                                                                 |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.15*    |   | U.S. Operating Co.  Guaranty, dated as of September 25, 1996, by Amerimax Fabricated Products,  Inc. in favor of the Guarantied Parties referred to therein                                                                                                                                                                                                                                                                                                                 |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.17*    |   | Euramax Assignment  Agreement, dated as of September 25, 1996, by Euramax International plc in  favor of Banque Paribas, as Agent                                                                                                                                                                                                                                                                                                                                           |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.20*    |   | Dutch Holdings  Guaranty, dated as of September 25, 1996, by Euramax European Holdings B.V.  in favor of the Guarantied Parties referred to therein                                                                                                                                                                                                                                                                                                                         |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.21*    |   | Dutch Company Guaranty,  dated as of September 25, 1996, by Euramax Netherlands B.V., in favor of the  Guarantied Parties referred to therein                                                                                                                                                                                                                                                                                                                               |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.22*    |   | Dutch Operating Co.  Guaranty, dated as of September 25, 1996, by Euramax Europe B.V., in favor of  the Guarantied Parties referred to therein                                                                                                                                                                                                                                                                                                                              |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.23*    |   | Dutch Subsidiary  Guaranty, dated as of September 25, 1996, by Euramax Coated Products B.V., in  favor of the Guarantied Parties referred to therein                                                                                                                                                                                                                                                                                                                        |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.26***  |   | Incentive Compensation  Plan effective January 1, 1997, by Euramax International Limited                                                                                                                                                                                                                                                                                                                                                                                    |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.27***  |   | Phantom Stock Plan  effective January 1, 1999, by Euramax International Limited                                                                                                                                                                                                                                                                                                                                                                                             |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.33     |   | Second Amended and  Restated Credit Agreement, dated March 15, 2002, among Euramax International,  Inc. and its subsidiaries, BNP Paribas (as Agent and Lender), and the  Lenders.                                                                                                                                                                                                                                                                                          |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.34     |   | Amended and Restated  Pledge and Security Agreement, dated as of March 15, 2002, among Euramax  International, Inc. and Each Other Grantor From Time to Time Party Hereto and  BNP Paribas as Agent                                                                                                                                                                                                                                                                         |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| *         |   | Incorporated by  reference to the Exhibit with the same number in the Registrant’s  Registration Statement on Form S-4 (333-05978) which became effective on  February 7, 1997.                                                                                                                                                                                                                                                                                        |
| **        |   | Incorporated by  reference to the Exhibit with the same number in the Registrant’s Annual  Report on Form 10-K (333-05978) which was filed on March 12, 1998.                                                                                                                                                                                                                                                                                                          |
| ***       |   | Incorporated by  reference to the Exhibit with the same number in the Quarterly Report on Form  10-Q (333-05978) which was filed on April 26, 1999.                                                                                                                                                                                                                                                                                                                         |
| ****      |   | Incorporated by  reference to the Exhibit with the same number in the Quarterly Report on Form  10-Q (333-05978) which was filed on November 3, 1999.                                                                                                                                                                                                                                                                                                                       |
| *****     |   | Incorporated by  reference to the Exhibit with the same number in the Registrant’s Annual  Report on Form 10-K (333-05978) which was filed on March 23, 2000.                                                                                                                                                                                                                                                                                                          |
| ******    |   | Incorporated by  reference to Exhibit 2.2 in the Registrant’s Current Report on Form 8-K  (333-05978) which was filed on April 24, 2000.                                                                                                                                                                                                                                                                                                                               |
|           |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |

 

25

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**SIGNATURES**

 

**Pursuant to the requirements of Section 13 or 15(d) of theSecurities and Exchange Act of 1934, Euramax International, Inc. has dulycaused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.**

 

**EURAMAXINTERNATIONAL, INC.**

 
| **Signature**        |   | **Title**                              |   | **Date**     |
|----------------------|--------|----------------------------------------|--------|--------------|
|                 |   |                                   |   |         |
| /s/ J. DAVID  SMITH  |   | Chief Executive Officer  and President |   | May 10, 2002 |
| J. David Smith       |   |                                   |   |         |
|                 |   |                                   |   |         |
|                 |   |                                   |   |         |
| /s/ R. SCOTT VANSANT |   | Chief Financial Officer  and Secretary |   | May 10, 2002 |
| R. Scott Vansant     |   |                                   |   |         |

 

26

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