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

FORM 10-Q

|ý                                                             | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|For the quarterly period ended September 26, 2003            
|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

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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(Address of principal executive offices) |  | 30092(Zip Code)                     

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

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

ý    Yes    o        No

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Rule 12b-2).

o    Yes    ý        No

As
of November 10, 2003, Registrant had outstanding 492,495.79 shares of Class A common stock and no shares of Class B common stock.

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Part IFinancial Information

Item 1. Financial Statements

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

|                             |                               | Predecessor              |         | Successor |        | Predecessor |         | Successor |        
|---------------------------- | ----------------------------- | ------------------------ | ------- | --------- | ------ | ----------- | ------- | --------- | -------
|
|Net sales                    |                               | $                        | 175,183 |           | $      | 201,117     |         | $         | 479,811
|Costs and expenses:          |                               |                          |         |           |        |             |         |           |        
|                             | Cost of goods sold            |                          |         | 138,832   |        |             | 160,160 |           |        
|                             | Selling and general           |                          |         | 16,070    |        |             | 18,423  |           |        
|                             | Depreciation and amortization |                          |         | 3,391     |        |             | 4,417   |           |        
|                             |                               |                          |         |           |        |             |         |           |        
|                             |                               | Earnings from operations |         |           | 16,890 |             |         | 18,117    |        
|Interest expense, net        |                               |                          | (5,913  | )         |        | (5,414      | )       |           | (17,146
|Other income (expense), net  |                               |                          | 184     |           |        | (561        | )       |           | 726    
|                             |                               |                          |         |           |        |             |         |           |        
|Earnings before income taxes |                               |                          | 11,161  |           |        | 12,142      |         |           | 28,583 
|Provision for income taxes   |                               |                          | 4,333   |           |        | 4,512       |         |           | 11,115 
|                             |                               |                          |         |           |        |             |         |           |        
|Net earnings                 |                               | $                        | 6,828   |           | $      | 7,630       |         | $         | 17,468 
|                             |                               |                          |         |           |        |             |         |           |        

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

2

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

|                                        |                                                | Predecessor
December 27,
2002 |         | Successor
September 26,
2003 |        
|--------------------------------------- | ---------------------------------------------- | ----------------------------- | ------- | ---------------------------- | -------
|ASSETS                                  |                                                |                               |         |                             
|Current assets:                         |                                                |                               |         |                              |        
|                                        | Cash and equivalents                           |                               | $       | 11,646                       |        
|                                        | Accounts receivable, net                       |                               |         | 88,508                       |        
|                                        | Inventories                                    |                               |         | 78,480                       |        
|                                        | Other current assets                           |                               |         | 5,081                        |        
|                                        |                                                |                               |         |                              |        
|                                        |                                                | Total current assets          |         |                              | 183,715
|Property, plant and equipment, net      |                                                |                               | 112,037 |                              |        
|Goodwill, net                           |                                                |                               | 110,799 |                              |        
|Deferred income taxes                   |                                                |                               | 4,975   |                              |        
|Other assets                            |                                                |                               | 4,914   |                              |        
|                                        |                                                |                               |         |                              |        
|                                        |                                                | $                             | 416,440 |                              | $      
|                                        |                                                |                               |         |                              |        
|LIABILITIES AND SHAREHOLDERS' EQUITY    |                                                |                               |         |                             
|Current liabilities:                    |                                                |                               |         |                              |        
|                                        | Cash overdrafts                                |                               | $       | 1,880                        |        
|                                        | Accounts payable                               |                               |         | 57,104                       |        
|                                        | Accrued expenses and other current liabilities |                               |         | 34,251                       |        
|                                        |                                                |                               |         |                              |        
|                                        |                                                | Total current liabilities     |         |                              | 93,235 
|Long-term debt, less current maturities |                                                |                               | 196,972 |                              |        
|Deferred income taxes                   |                                                |                               | 19,421  |                              |        
|Other liabilities                       |                                                |                               | 20,593  |                              |        
|                                        |                                                |                               |         |                              |        
|                                        |                                                | Total liabilities             |         |                              | 330,221
|                                        |                                                |                               |         |                              |        
|Shareholders'equity:                    |                                                |                               |         |                              |        
|                                        | Common stock                                   |                               |         | 500                          |        
|                                        | Additional paid-in capital                     |                               |         | 53,220                       |        
|                                        | Treasury stock                                 |                               |         | (2,056                       | )      
|                                        | Restricted stock                               |                               |         |                             |        
|                                        | Retained earnings                              |                               |         | 44,439                       |        
|                                        | Accumulated other comprehensive loss           |                               |         | (9,884                       | )      
|                                        |                                                |                               |         |                              |        
|Total shareholders' equity              |                                                |                               | 86,219  |                              |        
|                                        |                                                |                               |         |                              |        
|                                        |                                                | $                             | 416,440 |                              | $      
|                                        |                                                |                               |         |                              |        

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

3

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

|                                                    |                                                          | Predecessor                                         |        | Successor |       
|--------------------------------------------------- | -------------------------------------------------------- | --------------------------------------------------- | ------ | --------- | ------
|
|Net cash provided by (used in) operating activities |                                                          | $                                                   | 10,592 |           | $     
|                                                    |                                                          |                                                     |        |           |       
|Cash flows from investing activities:               |                                                          |                                                     |        |           |       
|                                                    | Proceeds from sales of assets                            |                                                     |        | 474       |       
|                                                    | Capital expenditures                                     |                                                     |        | (4,583    | )     
|                                                    |                                                          |                                                     |        |           |       
|                                                    |                                                          | Net cash used in investing activities               |        |           | (4,109
|Cash flows from financing activities:               |                                                          |                                                     |        |           |       
|                                                    | Net borrowings (repayments) on revolving credit facility |                                                     |        | 33,655    |       
|                                                    | Issuance of long term debt                               |                                                     |        |          |       
|                                                    | Repayment of long-term debt, including premium           |                                                     |        | (38,951   | )     
|                                                    | Changes in cash overdrafts                               |                                                     |        | (430      | )     
|                                                    | Proceeds from settlement of currency swap                |                                                     |        | 2,790     |       
|                                                    | Issuance of common stock from shares held in treasury    |                                                     |        |          |       
|                                                    | Purchase of treasury stock                               |                                                     |        | (475      | )     
|                                                    | Deferred financing fees                                  |                                                     |        | (1,520    | )     
|                                                    |                                                          |                                                     |        |           |       
|                                                    |                                                          | Net cash (used in) provided by financing activities |        |           | (4,931
|Effect of exchange rate changes on cash             |                                                          |                                                     | 1,464  |           |       
|                                                    |                                                          |                                                     |        |           |       
|Net increase in cash and equivalents                |                                                          |                                                     | 3,016  |           |       
|Cash and equivalents at beginning of period         |                                                          |                                                     | 5,897  |           |       
|                                                    |                                                          |                                                     |        |           |       
|Cash and equivalents at end of period               |                                                          | $                                                   | 8,913  |           | $     
|                                                    |                                                          |                                                     |        |           |       

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

4

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

1.     Basis of Presentation:

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

The
Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial
information and with the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial statements. In the opinion of the management of the Company, these statements include all adjustments necessary for a fair
presentation of the results of all interim periods reported herein. All adjustments are of a normal recurring nature, except for the 2003 Stock Transaction described in Note 2, unless otherwise
disclosed. Management believes that the disclosures made are adequate for a fair presentation of results of operations, financial position and cash flows. These Condensed Consolidated Financial
Statements should be read in conjunction with the year-end Consolidated Financial Statements and accompanying notes included in the Company's Annual Report on Form 10-K
for the year ended December 27, 2002. The Company's sales are somewhat seasonal, with the second and third quarters typically accounting for the highest sales volumes. Operating results for the
period ended September 26, 2003, are not necessarily indicative of future results that may be expected for the year ending December 26, 2003.

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

Certain
2002 amounts have been reclassified to conform to current year presentation.

2.     2003 Stock Transaction

On April 15, 2003, Citigroup Venture Capital Equity Partners, L.P. ("CVCEP") and Citigroup Venture Capital Ltd. ("CVC"), entered into a definitive
purchase agreement with CVC European Equity Partners, L.P. and CVC European Equity Partners (Jersey), L.P. (collectively "CVC Europe"), BNP Paribas, independent directors and certain members of
management to purchase, for approximately $106.0 million, all of the shares of the Company held by CVC Europe and BNP Paribas, and a portion of the shares held by independent directors and
management ("2003 Stock Transaction"). The 2003 Stock Transaction was completed on June 12, 2003, with CVCEP purchasing 265,762.48 shares of the Company's Class A Common Stock. After the
completion of this transaction CVCEP and CVC collectively owned approximately 88.5% of the issued and outstanding shares of the Company, with management of CVCEP and directors and management of the
Company holding the remaining shares. Prior to the 2003 Stock Transaction, CVC owned approximately 34.5% of the issued and outstanding shares of the Company. CVCEP is ultimately controlled by
Citigroup, Inc. through limited and general partnership interests owned by its subsidiaries. CVC Europe is a group of limited partnerships in which Citigroup, Inc. owns a minority interest, but does
not have management rights or control rights. This substantial change in ownership arising from CVCEP's acquisition of the Company's stock, together with the Company's subsequent issuance of senior
subordinated notes (see Note 13), required that the purchase price paid in excess of the book value of the Company's equity acquired be allocated under the purchase method of accounting to the
assets and liabilities of the Company based upon a percentage of their fair values proportional to the percentage of the ownership change. The allocation was based upon preliminary estimates by
management of the fair market values of identifiable assets and liabilities, with the remainder allocated to goodwill. The liabilities assumed

5

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included
approximately $3.4 million of fees related to the transaction, which were paid by the Company on behalf of its shareholders. The Company is currently completing valuations of its
assets and pension liabilities. The final allocation of the purchase price, which is subject to revision when valuations are completed, may materially differ from the preliminary estimates. The
goodwill generated from this transaction is not deductible for income tax purposes. The purchase price has been allocated as follows:

Purchase price

$
105,981Less: Company equity acquired


53,628Increase in basis

$
52,353Allocation of increase in basisRecord fair value of inventories

$
4,000Record fair value of property, plant and equipment


16,000Record fair value of senior subordinated notes


(2,040
)Record fair value of pension liability


(6,987
)Record fair value of deferred financing fees


(1,000
)Record fair value of patent (15 year life)


2,500Transaction fees


(3,350
)Record income taxes for effect of step-up in basis of assets and transaction fees


(4,082
)Increase to goodwill, net


47,312$
52,353


The
following unaudited pro-forma information presents the results of operations of the Company as if the 2003 Stock Transaction had occurred as of the beginning of the
period presented. The pro-forma information is not necessarily indicative of what would have occurred had the 2003 Stock Transaction been completed at that time, nor is it indicative of
future results of operations. The pro-forma amounts give effect to appropriate adjustments for the fair value of the assets acquired, liabilities assumed, amortization of property, plant
and equipment, intangibles and restricted stock, incurrence of the advisory fees owed to CVC Management and income taxes.

|                       |  | Three months
ended
September 27,
2002 |         | Three months
ended
September 26,
2003 |   | Nine months
ended
September 27,
2002 |  | Nine months
ended
September 26,
2003
|---------------------- |  | ------------------------------------- | ------- | ------------------------------------- | - | ------------------------------------ |  | ------------------------------------
|Pro-forma net sales    |  | $                                     | 175,183 |                                       | $ | 201,117                              |  | $                                   
|Pro-forma net earnings |  |                                       | 6,370   |                                       |   | 7,630                                |  |                                     

3.     Summary of Significant Accounting Policies:

For information regarding significant accounting policies, see Note 2 to the Consolidated Financial Statements of the Company for the year ended
December 27, 2002, set forth in the Company's Annual Report on Form 10-K.

Goodwill

Goodwill increased $47.3 million from December 27, 2002 to September 26, 2003 as a result of applying the purchase method of accounting to
the 2003 Stock Transaction, as described in Note 2, partially offset by the reversal of goodwill related to the resolution of a tax contingency. The remaining change in goodwill is a result of
the change in foreign exchange rates used in converting the local currency goodwill balance into U.S. Dollars.

6

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Stock Based Compensation

As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation", the Company has elected to apply APB No. 25, "Accounting for Stock Issued
to Employees" and related interpretations in accounting for stock options issued under its equity compensation plan (see Note 11). Had compensation expense related to these stock options been
determined based upon the fair value method under SFAS No. 123, net income would have been impacted as follows:

|                        |  |                                                                                                                               |       | Predecessor |   | Successor |  | Predecessor |        | Successor |  
|----------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- | ----- | ----------- | - | --------- |  | ----------- | ------ | --------- | -
|
|Net income, as reported |  | $                                                                                                                             | 6,828 |             | $ | 7,630     |  | $           | 17,468 |           | $
|Add:                    |  | Stock-based employee compensation cost included in reported net income, net of related tax effects                            |       |             |  |           |  |            |        |           | 
|Less:                   |  | Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects |       |             |  |           |  | (46         | )      |           | 
|                        |  |                                                                                                                               |       |             |   |           |  |             |        |           |  
|Pro forma net income    |  | $                                                                                                                             | 6,828 |             | $ | 7,584     |  | $           | 17,468 |           | $
|                        |  |                                                                                                                               |       |             |   |           |  |             |        |           |  

The
fair value of each option is estimated using the Black-Scholes option-pricing model using a risk free interest rate of 3.20%, an expected option life of 5 years, no volatility
and no dividends.

Recent Accounting Pronouncements

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13,
and Technical Corrections" ("SFAS No. 145"). Among other items, SFAS No. 145 updates and clarifies existing accounting pronouncements related to reporting gains and losses from the
extinguishment of debt and certain lease modifications that have economic effects similar to sale-leaseback transactions. SFAS No. 145 became effective for the Company on the first
day of fiscal year 2003.

The
Company recorded interest expense and other expense, net of tax, of approximately $0.3 million and $0.9 million, respectively, and expects to record an additional
$1.0 million of interest expense in the fourth quarter of 2003. These items represent unamortized deferred financing fees and the amount paid in excess of the carrying value of the retired debt
related to the senior subordinated notes purchased or redeemed as described in Note 13. Prior to the adoption of SFAS No. 145 the Company would have recognized this amount as an
extraordinary loss, net of tax.

In
December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based Compensation, Transition and Disclosure" ("SFAS No. 148"). SFAS No. 148
provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also amends the disclosure
requirements of SFAS No. 123 to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based compensation and the pro forma effect
on net income had the fair value of the options been expensed. The disclosure requirements of SFAS No. 148 became effective at its issuance. The adoption of SFAS No. 148 did not have a
material impact on the Company's financial position or results of operations in fiscal year 2003.

In
January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"), which addresses consolidation of variable interest
entities. FIN 46 requires a

7

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variable
interest entity to be consolidated by a parent company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. A variable interest entity is a corporation, partnership, trust or any other legal structure used for business purposes that either does not have
equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. The consolidation requirements of FIN 46 apply
immediately to variable interest entities created after January 31, 2003. For older entities, these requirements will begin to apply in the first fiscal year or interim period beginning after
December 15, 2003. The Company is currently evaluating FIN 46, but the adoption of FIN 46 is not expected to have a material impact on the Company's financial position or results of operations
in fiscal year 2003.

In
April 2003, the FASB issued Statement No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS No. 149"). SFAS No. 149
clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative, amends the definition of an underlying contract and clarifies when a derivative
contains a financing component in order to increase the comparability of accounting practices under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS
No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149
is not expected to have a material impact on the Company's financial position or results of operations in fiscal year 2003.

4.     Inventories:

Inventories were comprised of:

Predecessor
December 27,
2002

Successor
September 26,
2003Raw materials

$
60,281

$
61,778Work in process


2,587


7,092Finished products


15,612


19,635$
78,480

$
88,505


Inventories
are net of related reserves totaling $3.8 million at December 27, 2002 and $4.0 million at September 26, 2003.

5.     Long-Term Obligations:

Long-term obligations consisted of the following:

Predecessor
December 27,
2002

Successor
September 26,
2003Credit agreement:Revolving credit facility

$
61,972

$
8.50% senior subordinated notes due 2011





200,00011.25% senior subordinated notes due 2006


135,000


22,451$
196,972

$
222,451


As
of September 26, 2003, $110.0 million was available under the revolving credit facility.

On
July 10, 2003, the Company commenced an offer to purchase and solicitation of consents for the outstanding $135.0 million 11.25% senior subordinated notes due 2006 (the
"11.25% Notes"),

8

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subject
to the receipt of a consent from the holders of a majority of the principal amount thereof. On August 6, 2003, the Company issued $200.0 million 8.5% senior subordinated notes
due 2011 (the "Old Notes"). The Company's proceeds from the issuance of the Old Notes, net of debt issuance costs, were approximately $191.3 million. On August 8, 2003, the Company used
the proceeds of the Old Notes to purchase approximately $112.9 million of the 11.25% Notes that had been validly tendered, for approximately $120.4 million, including premium and accrued
and unpaid interest. Following the purchase of the 11.25% Notes accepted in the tender offer, approximately $22.1 million in aggregate principal amount of the 11.25% Notes remained outstanding.

Euramax
International, Inc. and Euramax International Holdings, B.V., a newly acquired Netherlands holding company, are each co-obligors on the Old Notes. Each of
Euramax International, Inc.'s U.S. subsidiaries are guarantors of the Old Notes. Interest on the Old Notes is payable semi-annually in arrears on February 15 and
August 15 of each year. The Old Notes may be redeemed at the option of the Company, in whole or in part, under the conditions as specified in the indenture plus accrued and unpaid interest to
the redemption date, at the following redemption prices if redeemed during the 12-month period beginning August 15 of the years indicated:

Year

Percentage2007

104.250
%2008

102.125
%2009 and thereafter

100.000
%


Additionally,
at any time on or before August 15, 2006, the issuers may redeem up to 35% of the aggregate principal amount of the Old Notes with the proceeds of qualified equity
offerings at a redemption price equal to 108.5% of the principal amount plus accrued and unpaid interest. Upon a change of control, the Company may be required to offer to purchase the Old Notes at a
purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.

Under
a registration rights agreement executed as part of the offering of the Old Notes, the Company is required to exchange the Old Notes for new notes ("New Notes"), with terms
substantially identical to the Old Notes, except the New Notes will be registered under the Securities Act of 1933 and the transfer restrictions and registration rights applicable to the Old Notes
will not apply to the New Notes.

6.     Financial Instruments:

On August 8, 2003, the Company used the proceeds from the issuance of the Old Notes to repay a portion of the outstanding 11.25% Notes and a portion of the
revolving credit facility. As a result of this repayment the Company's Pound Sterling Swap and Interest Rate Swap (both as described in the Company's Annual Report on Form 10-K for
the year ended December 27, 2002) became ineffective hedges and no longer qualified for hedge accounting. The balance on the Interest Rate Swap of $0.1 million remaining in other
comprehensive income on the date it became ineffective will be amortized into earnings over the original term of the agreement as other income. There was no balance on the Pound Sterling Swap
remaining in other comprehensive income at the time it became an ineffective hedge. Changes in fair market value on the Interest Rate Swap and Pound Sterling Swap subsequent to the hedges becoming
ineffective are recognized in current earnings during the period of change. During the three months ended September 26, 2003, the Company recognized other expense, net of taxes, of
$0.5 million as a result of the ineffectiveness of the Interest Rate Swap and Pound Sterling Swap. As of September 26, 2003, the Company had recorded a liability for the fair value of
the Interest Rate Swap and Pound Sterling Swap of $0.5 million and $4.4 million, respectively.

9

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7.     Commitments and Contingencies:

Litigation

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

Environmental Matters

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

In
connection with the acquisition of the Company from Alumax Inc. (which has since been acquired by Aluminum Company of America in May 1998, and hereafter referred to as
"Alumax") on September 25, 1996, the Company was indemnified by Alumax for substantially all of its costs, if any, related to specifically identified environmental matters arising prior to the
closing date of the acquisition during the period of time it was owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the
remediation of certain specified existing National Priorities List ("NPL") sites for which the Company had been named a potentially responsible party under the federal Comprehensive
Environmental Response, Compensation, and Liability Information System ("CERCLA") as of the closing date of the acquisition, as well as certain potential costs for sites listed on state hazardous
cleanup lists. The Company does not believe that it has any significant probable liability for environmental claims. Further, the Company believes it to be unlikely that the Company would be required
to bear environmental costs in excess of its pro rata share of such costs as a potentially responsible party at any site.

Product Warranties

The Company provides warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime
warranties. The Company provides

10

---

accruals
for warranties based on historical experience and expectations of future occurrence. A summary of the changes in the product warranty accrual follows:

Successor

Predecessor

SuccessorThree months
ended
September 26,
2003

Five months
ended
May 23,
2003

Four months
ended
September 26,
2003Beginning balance

$
3,536

$
2,809

$
3,394Payments made or service provided


(1,421
)

(720
)

(1,661
)Warranty expense


703


1,119


1,132Change related to changes in foreign currency exchange rates


9


186


(38
)Ending balance

$
2,827

$
3,394

$
2,827


11

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8.     Comprehensive Income:

|                                     |                                             | Predecessor                                            |       | Successor |      | Predecessor |     | Successor |       
|------------------------------------ | ------------------------------------------- | ------------------------------------------------------ | ----- | --------- | ---- | ----------- | --- | --------- | ------
|
|Net earnings                         |                                             | $                                                      | 6,828 |           | $    | 7,630       |     | $         | 17,468
|Other comprehensive earnings (loss): |                                             |                                                        |       |           |      |             |     |           |       
|                                     | Foreign currency translation adjustment     |                                                        |       | (750      | )    |             | 423 |           |       
|                                     | Gain (loss) on derivative instruments, net: |                                                        |       |           |      |             |     |           |       
|                                     |                                             | Net changes in fair value of derivatives               |       |           | (503 | )           |     | 737       |       
|                                     |                                             | Net gains (losses) reclassified from OCI into earnings |       |           | 399  |             |     | (552      | )     
|                                     |                                             |                                                        |       |           |      |             |     |           |       
|Comprehensive income                 |                                             | $                                                      | 5,974 |           | $    | 8,238       |     | $         | 21,019
|                                     |                                             |                                                        |       |           |      |             |     |           |       

9.     Income Taxes:

The income tax provision for the four months ended September 26, 2003, five months ended May 23, 2003 and the nine months ended September 27,
2002 is computed at the effective rate expected to be applicable in each respective full year using the statutory rates on a country by country basis.

10.   Segment Information:

For detailed information regarding the Company's reportable segments, see Note 14 to the Consolidated Financial Statements of the Company for the year
ended December 27, 2002, set forth in the Company's Annual Report on Form 10-K.

12

---

Information
about reported segments and a reconciliation of total segment sales to total consolidated sales, total segment EBITDA to total consolidated earnings before income taxes and
total segment assets to total assets for the periods indicated, is as follows:

|                                       |                                               | Predecessor |         | Successor |   | Predecessor |         | Successor |        
|-------------------------------------- | --------------------------------------------- | ----------- | ------- | --------- | - | ----------- | ------- | --------- | -------
|
|Sales                                  |                                               |             |         |           |   |             |         |           |        
|European Roll Coating                  |                                               | $           | 29,746  |           | $ | 36,948      |         | $         | 95,309 
|U.S. Fabrication                       |                                               |             | 129,373 |           |   | 141,179     |         |           | 336,266
|European Fabrication                   |                                               |             | 16,748  |           |   | 23,509      |         |           | 50,251 
|                                       |                                               |             |         |           |   |             |         |           |        
|                                       | Total segment sales                           |             |         | 175,867   |   |             | 201,636 |           |        
|Eliminations                           |                                               |             | (684    | )         |   | (519        | )       |           | (2,015 
|                                       |                                               |             |         |           |   |             |         |           |        
|                                       | Consolidated net sales                        |             | $       | 175,183   |   | $           | 201,117 |           | $      
|                                       |                                               |             |         |           |   |             |         |           |        
|EBITDA                                 |                                               |             |         |           |   |             |         |           |        
|European Roll Coating                  |                                               | $           | 3,257   |           | $ | 4,382       |         | $         | 12,256 
|U.S. Fabrication                       |                                               |             | 16,012  |           |   | 16,439      |         |           | 39,149 
|European Fabrication                   |                                               |             | 1,818   |           |   | 2,116       |         |           | 5,863  
|                                       |                                               |             |         |           |   |             |         |           |        
|                                       | Total EBITDA for reportable segments          |             |         | 21,087    |   |             | 22,937  |           |        
|Expenses that are not segment specific |                                               |             | (622    | )         |   | (964        | )       |           | (1,699 
|Depreciation and amortization          |                                               |             | (3,391  | )         |   | (4,417      | )       |           | (9,840 
|Interest expense, net                  |                                               |             | (5,913  | )         |   | (5,414      | )       |           | (17,146
|                                       |                                               |             |         |           |   |             |         |           |        
|                                       | Consolidated net earnings before income taxes |             | $       | 11,161    |   | $           | 12,142  |           | $      
|                                       |                                               |             |         |           |   |             |         |           |        

|                                     |              | Predecessor |         | Successor
|------------------------------------ | ------------ | ----------- | ------- | ---------
|
|Assets                               |              |             |         |          
|European Roll Coating                |              | $           | 111,985 |          
|U.S. Fabrication                     |              |             | 234,968 |          
|European Fabrication                 |              |             | 59,458  |          
|Assets that are not segment specific |              |             | 10,029  |          
|                                     |              |             |         |          
|                                     | Total assets |             | $       | 416,440  
|                                     |              |             |         |          

13

---

The
following table reflects revenues from external customers by groups of similar products for the periods indicated:

|                                          |  |                                                                                                                                                             |  | Predecessor |         | Successor |   | Predecessor |  | Successor
|----------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ------- | --------- | - | ----------- |  | ---------
|
|Original Equipment Manufacturers ("OEMs") |  | Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; RV doors, windows and roofing; and composite building panels |  | $           | 66,785  |           | $ | 71,665      |  | $        
|Rural Contractors                         |  | Steel and aluminum roofing and siding                                                                                                                       |  |             | 34,551  |           |   | 37,133      |  |          
|Home Centers                              |  | Raincarrying systems, roofing accessories, windows, doors and shower enclosures                                                                             |  |             | 45,205  |           |   | 51,011      |  |          
|Manufactured Housing                      |  | Steel siding and trim components                                                                                                                            |  |             | 5,612   |           |   | 4,893       |  |          
|Distributors                              |  | Metal coils, raincarrying systems and roofing accessories                                                                                                   |  |             | 6,498   |           |   | 11,618      |  |          
|Industrial and Architectural Contractors  |  | Standing seam panels and siding and roofing accessories                                                                                                     |  |             | 4,105   |           |   | 7,102       |  |          
|Home Improvement Contractors              |  | Vinyl replacement windows; metal coils, raincarrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings     |  |             | 12,427  |           |   | 17,695      |  |          
|                                          |  |                                                                                                                                                             |  |             |         |           |   |             |  |          
|                                          |  |                                                                                                                                                             |  | $           | 175,183 |           | $ | 201,117     |  | $        
|                                          |  |                                                                                                                                                             |  |             |         |           |   |             |  |          

11.   Shareholders' Equity

Common Stock

In connection with the 2003 Stock Transaction, the Company converted 44,346.8 shares of Class B Common Stock into Class A Common Stock.
Additionally, the Company issued 883.75 shares of Class A Common Stock to CVCEP from shares held in treasury as described in Note 12 and issued 9,569.6 shares of restricted
Class A Common Stock.

Stock Plans

On June 12, 2003, the Company established an equity compensation program, the Euramax International, Inc. 2003 Equity Compensation Plan ("2003
Equity Plan"), for the purpose of attracting and retaining valued employees. Under the 2003 Equity Plan, the Company has granted restricted shares of Class A Common Stock and granted options to
purchase shares of Euramax International

14

---

Class A
Common Stock to selected officers and other key employees. The Company has reserved 35,719.6 shares of Class A Common Stock for issuance under the 2003 Equity Plan.

The
2003 Equity Plan is to be administered by a committee designated by the board of directors. The committee will have full authority to act in selecting the eligible employees to whom
awards of options or restricted stock may be granted. The committee will determine the times at which such awards of restricted stock or options may be granted, the terms and conditions of awards that
may be granted under the 2003 Equity Plan and the terms of agreements which will be entered into with employees designated to participate in the 2003 Equity Plan. However, in no event may the exercise
price of any non-qualified options granted under the 2003 Equity Plan be less than the fair market value of the underlying shares on the date of grant.

The
2003 Equity Plan permits the committee to grant both incentive stock options and non-qualified stock options, with all 25,750 options granted in connection with the 2003
Stock Transaction being non-qualified stock options. The committee may determine the number of options granted to each participant, the exercise price of each option, the duration of
options (not to exceed 10 years), vesting provisions and all other terms and conditions of such options in individual option agreements. The non-qualified stock option grant
agreements in effect on the date hereof provide that each participant will vest in 20% of the shares subject to the option grant on each anniversary of the date of grant, until becoming 100% vested
after 5 years. Non-qualified stock option grant agreements under the 2003 Equity Plan provide that upon termination of employment with the Company, the exercise period for vested
options will generally be limited, except that vested options will be canceled immediately upon a termination for cause. The non-qualified stock option grant agreements provide for the
cancellation of all unvested options upon termination of employment with the Company. Under the 2003 Equity Plan, if any option shares subject to an outstanding option grant are forfeited or if the
option grant otherwise terminates without exercise, any of these forfeited or terminated option grant shares may be reissued at the discretion of the committee. In connection with the 2003 Stock
Transaction the Company issued 25,750 options to purchase shares of Class A Common Stock with an exercise price of $400.00 per share.

15

---

Information with respect to option activity under the 2003 Equity Plan is set forth below:

Options
Outstanding

Weighted
Average
Exercise
PriceBalance, December 27, 2002



$
Options granted

25,750


400.00Options exercised




Options forfeited




Options expired




Balance, September 26, 2003

25,750

$
400.00


The
2003 Equity Plan also permits the Company to grant participants restricted shares of Class A Common Stock. The committee will determine the number of shares of restricted
stock granted to each participant, the period the restricted stock is unvested and subject to forfeiture and all other terms and conditions applicable to such restricted stock in individual restricted
stock agreements. The restricted stock agreements in effect on the date hereof provide that the participant will vest in 100% of the restricted shares five years from the date of grant. If an employee
voluntarily terminates his or her employment, the employee will forfeit any unvested shares of restricted stock. If employment is
terminated for any reason other than voluntary termination, all unvested shares of the restricted stock shall be accelerated as of the date of non-voluntary termination. All shares of
restricted stock granted, and all shares acquired upon exercise of options granted, under the 2003 Equity Plan will be subject to the stockholders agreement described in Note 12. In connection
with the 2003 Stock Transaction, the Company granted 9,569.6 shares of restricted Class A Common Stock with a fair value of $400.00 per share.

The
2003 Equity Plan provides that upon a change in control of the Company, all restricted stock awards shall become fully vested, and each unexercised and outstanding option shall
become immediately and fully vested and exercisable. All restricted stock awards shall also become fully vested in the event of an initial public offering of the Company's common stock. Each option
that is exercisable immediately prior to the change in control may be canceled in exchange for a payment in cash of an amount equal to the excess of the fair market value of the common stock
underlying the option as of the date of the change in control over the exercise price. The committee may also decide that such options be terminated immediately prior to the change in control,
provided that the participant fails to exercise the option within a specified period (of at least seven days) following receipt of written notice of the change in control and of the Company's
intention to terminate the option prior to such change in control. Alternatively, the committee may determine that in the event of a change in control, such options shall be assumed by the successor
corporation, and shall be substituted with options involving the common stock of the successor corporation with equivalent value and with the terms and conditions of the substituted options being no
less favorable that the options granted by the Company.

12.   Related Party Transactions:

2003 Stock Transaction

The Company entered into a stock purchase agreement on April 15, 2003, with CVCEP, certain affiliates of CVCEP, CVC Europe, BNP Paribas and certain other
stockholders. Pursuant to the stock purchase agreement, on June 12, 2003, CVCEP and its affiliates acquired from the Company's former stockholders CVC Europe and BNP Paribas and certain members
of management, 265,762.48 shares of common stock, or 54% of the Company's common stock ("2003 Stock Transaction"). In connection with the 2003 Stock Transaction, we sold 883.75 shares of common stock
directly to CVCEP for

16

---

$353,500.00.
The Company also agreed to pay the out of pocket fees and expenses of CVCEP and CVC Europe, which in aggregate were approximately $3.4 million, and gave certain customary
indemnities in favor of CVCEP under the stock purchase agreement. CVCEP is an affiliate of Citigroup Venture Capital, Ltd., which owned about 34.5% of the Company's common stock at the time of
the 2003 Stock Transaction. Citigroup Venture Capital, Ltd. has subsequently transferred these shares to Court Square Capital, Ltd., or Court Square, which, like Citigroup Venture
Capital, Ltd., is an indirect wholly-owned subsidiary of Citigroup, Inc.

Stockholders Agreement

In connection with the 2003 Stock Transaction, the Company entered into a stockholders agreement with CVCEP and certain of its affiliates, Court Square, and
certain other stockholders consisting of members of the Company's management and members of CVCEP's management ("Minority Stockholders"). The stockholders agreement provides that the Company's Chief
Executive Officer will be a member of the Company's board of directors. CVCEP will initially be entitled to designate three additional members of the Company's board of directors and Court Square will
initially be entitled to designate two additional members of the Company's board of directors (these designation rights to be adjusted from time to time to reflect certain changes in the common stock
ownership of CVCEP and Court Square).

Under
the stockholders agreement, certain corporate actions require the written consent of stockholders holding at least 70% of the Company's outstanding stock held by all stockholders
party to the stockholders agreement. Initially, this will require the written consent of both CVCEP and Court Square. These corporate actions include changes to or issuances of the Company's equity
securities, amendments of organizational documents, payment of dividends, or certain merger or recapitalization transactions. In addition, each action of the board of directors will require the
approval of at least one director designated by each of CVCEP and Court Square.

The
stockholders agreement generally restricts the transfer of shares of the Company's common stock. Exceptions to this restriction include transfers to affiliates, transfers to the
Company, transfers for estate planning purposes and transfers to family members. In each case, so long as any transferee
agrees to be bound by the terms of the stockholders agreement. After an initial public offering, additional exceptions to the transfer restrictions will include sales pursuant to certain registration
rights of the stockholders.

Registration Rights Agreement

In connection with their entry into the stockholders agreement, CVCEP, Court Square and the Minority Stockholders have entered into an amended and restated
registration rights agreement with the Company. Pursuant to this registration rights agreement, upon the written request of CVCEP or Court Square, the Company has agreed (subject to customary
exceptions), on up to three occasions for CVCEP and up to two occasions for Court Square, to prepare and file a registration statement with the SEC concerning the distribution of all or part of
the shares held by CVCEP or Court Square, as the case may be, and use its best efforts to cause the registration statement to become effective. If the Company is eligible to use a "short form"
registration statement on Form S-2, Form S-3 or any similar form, CVCEP and Court Square may each make unlimited requests for registration for their shares of the
Company's common stock. If at any time the Company files a registration statement for its common stock (other than pursuant to a demand registration by CVCEP or Court Square, a registration statement
on Form S-8, Form S-4 or any similar form, or in connection with certain other registrations), it will use its best efforts to allow other parties to the
registration rights agreement to have their shares of the Company's common stock (or a portion of their shares under specified circumstances) included in the offering if the registration form proposed
to be used may be used to register the shares. Registration expenses of the selling stockholders (other than underwriting fees,

17

---

brokerage
fees and transfer taxes applicable to the shares sold by such stockholders or the fees and expenses of any accountants or other representatives retained by a selling stockholder) will be
paid by the Company. The Company has agreed to indemnify the stockholders against certain customary liabilities in connection with any registration.

Advisory Agreement

In connection with the 2003 Stock Transaction, the Company entered into an advisory agreement with CVC Management LLC ("CVC Management"), pursuant to which CVC
Management may provide financial, advisory and consulting services to the Company. In exchange for these services, CVC Management will be entitled to an annual advisory fee. CVC Management's annual
advisory fee will be the greater of $0.6 million per year or 1% of the Company's consolidated EBITDA (as defined in the advisory agreement), plus out-of-pocket expenses.
Annual advisory fees in excess of $1.0 million are subject to the consent of the Company's lenders under the credit facility. As of September 26, 2003, the Company has accrued
$0.6 million related to the annual advisory fee. The Company has also agreed to pay CVC Management a transaction fee in connection with the consummation of each acquisition, divestiture or
financing, including any refinancing, by the Company or any of its subsidiaries, in an amount equal to 1% of the value of the transaction, plus reasonable
out-of-pocket expenses. Pursuant to the advisory agreement, the Company paid CVC Management a $1.0 million transaction fee in July 2003 in connection with
services provided in connection with the 2003 Stock Transaction, and a $2.0 million transaction fee in August 2003 in connection with the issuance and sale of the 8.5% senior
subordinated notes due 2011. This advisory agreement has an initial term of ten years following the close of the 2003 Stock Transaction, subject to automatic one year extensions thereafter unless
terminated by either party upon written notice 90 days prior to the expiration of the initial term or any extension thereof. The advisory agreement automatically terminates on a change of
control or an initial public offering of the Company's common stock. There are no minimum levels of service required to be provided pursuant to the advisory agreement. The advisory agreement includes
customary indemnification provisions in favor of CVC Management.

13.   Subsequent Events:

On October 1, 2003, the remaining $22.1 million in aggregate principal amount of the 11.25% notes was redeemed for approximately
$23.8 million, including premium and accrued and unpaid interest.

On
October 10, 2003, the Company entered into a definitive agreement with Berger Holdings, Ltd. for the acquisition of all of the outstanding shares of Berger for $3.90 per
share, or a total purchase price (including debt assumed) of approximately $41.0 million. Berger manufactures metal roof drainage products and roofing accessories as well as residential and
commercial snow guards and will be included in the U.S. Fabrication segment.

On
October 9, 2003, the Company amended and restated its senior secured credit agreement. As amended and restated, the credit agreement includes a $110.0 million revolving
credit facility and a $35.0 million term loan. The Company borrowed $35.0 million under the term loan on October 31, 2003. The interest rates applicable to the loans under the
amended and restated credit agreement are based upon a Base Rate or Eurocurrency Rate (both as defined in the amended and restated credit agreement), plus their respective margins. The amended and
restated credit agreement provides for variable rate margins, determined quarterly, based upon the Company's ratio of EBITDA (as defined in the amended and restated credit agreement) to total debt.
The maximum and minimum Base Rate margins are 2.00% and 1.00%, respectively, on the revolving credit facility, and 2.25% and 1.25%, respectively, on the term loan. The maximum and minimum Eurocurrency
Rate margins are 3.00% and 2.00%, respectively, on the revolving credit facility, and 3.25% and 2.25%, respectively, on the term loan. The Company is subject to a commitment fee of 0.375% of the
unused portion of the revolving

18

---

credit
facility. The amended and restated credit agreement contains certain covenants and restrictions, including certain restrictions on the payment of cash dividends. In addition, the amended and
restated credit agreement requires the Company to meet certain financial tests, including a minimum fixed charge coverage ratio, minimum interest coverage ratio, maximum leverage ratio and maximum
amounts of capital expenditures. The amended and restated credit agreement permits the Berger acquisition, subject to certain limitations and also permits the Company to pay a dividend to its
stockholders or to repurchase some of the outstanding stock, in either case in an amount of up to $70.0 million, subject to compliance with certain covenants. CVC Management was paid a
$1.45 million transaction fee in connection with the amendment and restatement of the credit agreement.

14.   Supplemental Condensed Consolidating Financial Statements:

On July 10, 2003, the Company commenced an offer to purchase and a solicitation of consents for any and all of its outstanding 11.25% senior subordinated
notes due 2006. On August 6, 2003, Euramax International, Inc. and Euramax International Holdings, B.V. (each a "Co-Obligor") issued $200.0 million of senior
subordinated notes due 2011 to repay a portion of its existing debt, including the outstanding 11.25% senior subordinated notes due 2006.

Each
of the domestic restricted subsidiaries, as defined in the related bond indenture (the "Guarantor Subsidiaries"), fully and unconditionally guarantee the obligations of the
Co-Obligors. The following supplemental condensed consolidating financial statements as of December 27, 2002 and September 26, 2003, and for the three months and nine months
ended September 27, 2002, five months ended May 23, 2003 and three months and four months ended September 26, 2003, reflect the financial position, results of operations, and cash
flows of each of the Co-Obligors, and such combined information of the Guarantor Subsidiaries and the non-guarantor subsidiaries (the "Non-Guarantor Subsidiaries"),
as if the guarantor structure of the $200.0 million of senior subordinated notes due 2011 had been outstanding for each period. Euramax International Holdings B.V. had no account balances as of
December 27, 2002, and for the three and nine months ended September 27, 2002 and five months ended May 23, 2003, as it was not acquired until July 17, 2003 and had no
operations and had no assets or liabilities until August 6, 2003.

|                                     |                               | Predecessor three months ended September 27, 2002 |       
|------------------------------------ | ----------------------------- | ------------------------------------------------- | ------
|
|Net sales                            |                               | $                                                 |      
|Costs and expenses:                  |                               |                                                   |       
|                                     | Cost of goods sold            |                                                   |       
|                                     | Selling and general           |                                                   |       
|                                     | Depreciation and amortization |                                                   |       
|                                     |                               |                                                   |       
|                                     |                               | (Loss) earnings from operations                   |       
|Equity in earnings of subsidiaries   |                               |                                                   | 7,903 
|Interest expense, net                |                               |                                                   | (1,524
|Other income (expense), net          |                               |                                                   |      
|                                     |                               |                                                   |       
|                                     |                               | Earnings before income taxes                      |       
|(Benefit) provision for income taxes |                               |                                                   | (687  
|                                     |                               |                                                   |       
|Net earnings                         |                               | $                                                 | 6,828 
|                                     |                               |                                                   |       

19

---

|                                     |                               | Successor three months ended September 26, 2003 |       
|------------------------------------ | ----------------------------- | ----------------------------------------------- | ------
|
|Net sales                            |                               | $                                               |      
|Costs and expenses:                  |                               |                                                 |       
|                                     | Cost of goods sold            |                                                 |       
|                                     | Selling and general           |                                                 |       
|                                     | Depreciation and amortization |                                                 |       
|                                     |                               |                                                 |       
|                                     |                               | (Loss) earnings from operations                 |       
|Equity in earnings of subsidiaries   |                               |                                                 | 10,468
|Interest expense, net                |                               |                                                 | (2,712
|Other income (expense), net          |                               |                                                 | (1,061
|                                     |                               |                                                 |       
|                                     |                               | Earnings before income taxes                    |       
|(Benefit) provision for income taxes |                               |                                                 | (1,603
|                                     |                               |                                                 |       
|Net earnings                         |                               | $                                               | 7,630 
|                                     |                               |                                                 |       

|                                     |                               | Predecessor nine months ended September 27, 2002 |       
|------------------------------------ | ----------------------------- | ------------------------------------------------ | ------
|
|Net sales                            |                               | $                                                |      
|                                     | Costs and expenses:           |                                                  |       
|                                     | Cost of goods sold            |                                                  |       
|                                     | Selling and general           |                                                  |       
|                                     | Depreciation and amortization |                                                  |       
|                                     |                               |                                                  |       
|                                     |                               | (Loss) earnings from operations                  |       
|Equity in earnings                   |                               |                                                  |       
|of subsidiaries                      |                               |                                                  | 20,938
|Interest expense, net                |                               |                                                  | (4,609
|Other income (expense), net          |                               |                                                  |      
|                                     |                               |                                                  |       
|                                     |                               | Earnings before income taxes                     |       
|(Benefit) provision for income taxes |                               |                                                  | (2,055
|                                     |                               |                                                  |       
|Net earnings                         |                               | $                                                | 17,468
|                                     |                               |                                                  |       

20

---

|                                     |                               | Predecessor five months ended May 23, 2003 |       
|------------------------------------ | ----------------------------- | ------------------------------------------ | ------
|
|Net sales                            |                               | $                                          |      
|Costs and expenses:                  |                               |                                            |       
|                                     | Cost of goods sold            |                                            |       
|                                     | Selling and general           |                                            |       
|                                     | Depreciation and amortization |                                            |       
|                                     |                               |                                            |       
|                                     |                               | (Loss) earnings from operations            |       
|Equity in earnings of subsidiaries   |                               |                                            | 8,980 
|Interest expense, net                |                               |                                            | (2,865
|Other income (expense), net          |                               |                                            |      
|                                     |                               |                                            |       
|                                     | Earnings before income taxes  |                                            |       
|(Benefit) provision for income taxes |                               |                                            | (1,170
|                                     |                               |                                            |       
|Net earnings                         |                               | $                                          | 6,892 
|                                     |                               |                                            |       

|                                     |                               | Successor four months ended September 26, 2003 |       
|------------------------------------ | ----------------------------- | ---------------------------------------------- | ------
|
|Net sales                            |                               | $                                              |      
|Costs and expenses:                  |                               |                                                |       
|                                     | Cost of goods sold            |                                                |       
|                                     | Selling and general           |                                                |       
|                                     | Depreciation and amortization |                                                |       
|                                     |                               |                                                |       
|                                     |                               | (Loss) earnings from operations                |       
|Equity in earnings of subsidiaries   |                               |                                                | 12,657
|Interest expense, net                |                               |                                                | (3,523
|Other income (expense), net          |                               |                                                | (1,061
|                                     |                               |                                                |       
|                                     |                               | Earnings before income taxes                   |       
|(Benefit) provision for income taxes |                               |                                                | (1,817
|                                     |                               |                                                |       
|Net earnings                         |                               | $                                              | 8,759 
|                                     |                               |                                                |       

21

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|                                        |                                                | Predecessor as of December 27, 2002 |        
|--------------------------------------- | ---------------------------------------------- | ----------------------------------- | -------
|
|ASSETS                                  |                                               
|Current assets:                         |                                                |                                     |        
|                                        | Cash and cash equivalents                      |                                     | $      
|                                        | Accounts receivable, net                       |                                     |        
|                                        | Inventories                                    |                                     |        
|                                        | Other current assets                           |                                     |        
|                                        |                                                |                                     |        
|                                        |                                                | Total current assets                |        
|Property, plant and equipment, net      |                                                |                                     |       
|Amounts due from affiliates             |                                                |                                     | 102,124
|Goodwill, net                           |                                                |                                     |       
|Investment in consolidated subsidiaries |                                                |                                     | 153,844
|Deferred income taxes                   |                                                |                                     |       
|Other assets                            |                                                |                                     |       
|                                        |                                                |                                     |        
|                                        |                                                | $                                   | 256,476
|                                        |                                                |                                     |        
|LIABILITIES AND SHAREHOLDERS' EQUITY    |                                               
|Current liabilities:                    |                                                |                                     |        
|                                        | Cash overdrafts                                |                                     | $      
|                                        | Accounts payable                               |                                     |        
|                                        | Accrued expenses and other current liabilities |                                     |        
|                                        |                                                |                                     |        
|                                        |                                                | Total current liabilities           |        
|Long-term debt, less current maturities |                                                |                                     | 37,216 
|Amounts due to affiliates               |                                                |                                     | 133,239
|Deferred income taxes                   |                                                |                                     | 614    
|Other liabilities                       |                                                |                                     |       
|                                        |                                                |                                     |        
|                                        |                                                | Total liabilities                   |        
|                                        |                                                |                                     |        
|Shareholders'equity:                    |                                                |                                     |        
|                                        | Common stock                                   |                                     |        
|                                        | Additional paid-in capital                     |                                     |        
|                                        | Treasury stock                                 |                                     |        
|                                        | Retained earnings (deficit)                    |                                     |        
|                                        | Accumulated other comprehensive loss           |                                     |        
|                                        |                                                |                                     |        
|Total shareholders' equity              |                                                |                                     | 86,629 
|                                        |                                                |                                     |        
|                                        |                                                | $                                   | 256,476
|                                        |                                                |                                     |        

22

---

|                                        |                                                | Successor as of September 26, 2003 |        
|--------------------------------------- | ---------------------------------------------- | ---------------------------------- | -------
|
|ASSETS                                  |                                               
|Current assets:                         |                                                |                                    |        
|                                        | Cash and cash equivalents                      |                                    | $      
|                                        | Accounts receivable, net                       |                                    |        
|                                        | Inventories                                    |                                    |        
|                                        | Other current assets                           |                                    |        
|                                        |                                                |                                    |        
|                                        |                                                | Total current assets               |        
|Property, plant and equipment, net      |                                                |                                    |       
|Amounts due from affiliates             |                                                |                                    | 158,806
|Goodwill, net                           |                                                |                                    |       
|Investment in consolidated subsidiaries |                                                |                                    | 268,120
|Deferred income taxes                   |                                                |                                    |       
|Other assets                            |                                                |                                    | 5,911  
|                                        |                                                |                                    |        
|                                        |                                                | $                                  | 434,028
|                                        |                                                |                                    |        
|LIABILITIES AND SHAREHOLDERS' EQUITY    |                                               
|Current liabilities:                    |                                                |                                    |        
|                                        | Cash overdrafts                                |                                    | $      
|                                        | Accounts payable                               |                                    |        
|                                        | Accrued expenses and other current liabilities |                                    |        
|                                        |                                                |                                    |        
|                                        |                                                | Total current liabilities          |        
|Long-term debt, less current maturities |                                                |                                    | 159,706
|Amounts due to affiliates               |                                                |                                    | 119,740
|Deferred income taxes                   |                                                |                                    | (674   
|Other liabilities                       |                                                |                                    |       
|                                        |                                                |                                    |        
|                                        |                                                | Total liabilities                  |        
|                                        |                                                |                                    |        
|Shareholders'equity:                    |                                                |                                    |        
|                                        | Common stock                                   |                                    |        
|                                        | Additional paid-in capital                     |                                    |        
|                                        | Treasury stock                                 |                                    |        
|                                        | Restricted stock                               |                                    |        
|                                        | Retained earnings                              |                                    |        
|                                        | Accumulated other comprehensive (loss) income  |                                    |        
|                                        |                                                |                                    |        
|Total shareholders' equity              |                                                |                                    | 157,116
|                                        |                                                |                                    |        
|                                        |                                                | $                                  | 434,028
|                                        |                                                |                                    |        

23

---

|                                                    |                                                          | Predecessor nine months ended September 27, 2002    |       
|--------------------------------------------------- | -------------------------------------------------------- | --------------------------------------------------- | ------
|
|Net cash (used in)/provided by operating activities |                                                          | $                                                   | (4,315
|                                                    |                                                          |                                                     |       
|Cash flows from investing activities:               |                                                          |                                                     |       
|                                                    | Proceeds from sales of assets                            |                                                     |       
|                                                    | Capital expenditures                                     |                                                     |       
|                                                    |                                                          |                                                     |       
|                                                    |                                                          | Net cash used in investing activities               |       
|Cash flows from financing activities:               |                                                          |                                                     |       
|                                                    | Net borrowings (repayments) on revolving credit facility |                                                     |       
|                                                    | Repayment of long-term debt                              |                                                     |       
|                                                    | Dividends paid                                           |                                                     |       
|                                                    | Change in cash overdrafts                                |                                                     |       
|                                                    | Proceeds from settlement of currency swap                |                                                     |       
|                                                    | Purchase of treasury stock                               |                                                     |       
|                                                    | Deferred financing fees                                  |                                                     |       
|                                                    | Due to/from affiliates                                   |                                                     |       
|                                                    |                                                          |                                                     |       
|                                                    |                                                          | Net cash provided by/(used in) financing activities |       
|Effect of exchange rate changes on cash             |                                                          |                                                     |      
|                                                    |                                                          |                                                     |       
|Net increase in cash and cash equivalents           |                                                          |                                                     |      
|Cash and cash equivalents at beginning of period    |                                                          |                                                     |      
|                                                    |                                                          |                                                     |       
|Cash and cash equivalents at end of period          |                                                          | $                                                   |      
|                                                    |                                                          |                                                     |       

24

---

|                                                    |                                             | Predecessor five months ended May 23, 2003          |       
|--------------------------------------------------- | ------------------------------------------- | --------------------------------------------------- | ------
|
|Net cash (used in)/provided by operating activities |                                             | $                                                   | (3,596
|                                                    |                                             |                                                     |       
|Cash flows from investing activities:               |                                             |                                                     |       
|                                                    | Proceeds from sales of assets               |                                                     |       
|                                                    | Capital expenditures                        |                                                     |       
|                                                    |                                             |                                                     |       
|                                                    |                                             | Net cash used in investing activities               |       
|Cash flows from financing activities:               |                                             |                                                     |       
|                                                    | Net borrowings on revolving credit facility |                                                     |       
|                                                    | Change in cash overdrafts                   |                                                     |       
|                                                    | Purchase of treasury stock                  |                                                     |       
|                                                    | Deferred financing fees                     |                                                     |       
|                                                    | Dividend paid                               |                                                     |       
|                                                    | Due to/from affiliates                      |                                                     |       
|                                                    |                                             |                                                     |       
|                                                    |                                             | Net cash provided by/(used in) financing activities |       
|Effect of exchange rate changes on cash             |                                             |                                                     |      
|                                                    |                                             |                                                     |       
|Net increase in cash and cash equivalents           |                                             |                                                     |      
|Cash and cash equivalents at beginning of period    |                                             |                                                     |      
|                                                    |                                             |                                                     |       
|Cash and cash equivalents at end of period          |                                             | $                                                   |      
|                                                    |                                             |                                                     |       

25

---

|                                                    |                                                       | Successor four months ended September 26, 2003      |       
|--------------------------------------------------- | ----------------------------------------------------- | --------------------------------------------------- | ------
|
|Net cash (used in)/provided by operating activities |                                                       | $                                                   | (6,550
|                                                    |                                                       |                                                     |       
|Cash flows from investing activities:               |                                                       |                                                     |       
|                                                    | Proceeds from sales of assets                         |                                                     |       
|                                                    | Contributed capital to subsidiaries                   |                                                     |       
|                                                    | Capital expenditures                                  |                                                     |       
|                                                    |                                                       |                                                     |       
|                                                    |                                                       | Net cash used in investing activities               |       
|Cash flows from financing activities:               |                                                       |                                                     |       
|                                                    | Net borrowings on revolving credit facility           |                                                     |       
|                                                    | Issuance of long-term debt                            |                                                     |       
|                                                    | Repayment of long-term debt, including premium        |                                                     |       
|                                                    | Change in cash overdrafts                             |                                                     |       
|                                                    | Issuance of common stock from shares held in treasury |                                                     |       
|                                                    | Purchase of treasury stock                            |                                                     |       
|                                                    | Deferred financing fees                               |                                                     |       
|                                                    | Contributed capital from parent                       |                                                     |       
|                                                    | Due to/from affiliates                                |                                                     |       
|                                                    |                                                       |                                                     |       
|                                                    |                                                       | Net cash provided by/(used in) financing activities |       
|Effect of exchange rate changes on cash             |                                                       |                                                     |      
|                                                    |                                                       |                                                     |       
|Net increase in cash and cash equivalents           |                                                       |                                                     |      
|Cash and cash equivalents at beginning of period    |                                                       |                                                     |      
|                                                    |                                                       |                                                     |       
|Cash and cash equivalents at end of period          |                                                       | $                                                   |      
|                                                    |                                                       |                                                     |       

26

---



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

Business Overview

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements included elsewhere in this document, as well as the
year-end Consolidated Financial Statements and Management's Discussion and Analysis included in the Company's Annual Report on Form 10-K for the year ended
December 27, 2002.

The
Company is an international producer of value-added aluminum, steel, vinyl and fiberglass fabricated products, with facilities located in all major regions of the United States
("U.S."), as well as the United Kingdom ("U.K."), The Netherlands and France. The Company's manufacturing and distribution network consists of 38 strategically located facilities, of which 32 are
located in the U.S. and 6 are located in Europe. The Company sells its products principally to two markets, the building and construction market and the transportation market. The Company's core
products include specialty coated coils, aluminum recreational vehicle ("RV") sidewalls, RV doors, farm and agricultural panels, roofing accessories, metal and vinyl raincarrying systems, soffit and
fascia systems, and vinyl replacement windows. The Company's customers include original equipment manufacturers ("OEMs") such as RV, commercial panel and transportation industry manufacturers; rural
contractors; home centers; manufactured housing producers; distributors; industrial and architectural contractors; and home improvement contractors.

The
Company's results of operations for the three and nine months ended September 27, 2002, five months ended May 23, 2003 and three and four months ended
September 26, 2003 have been separated into the predecessor period and successor period as a result of the 2003 Stock Transaction described in Note 2 to the Condensed Consolidated
Financial Statements. The discussion of the results of operations below combines the predecessor five months ended May 23, 2003 and the successor four months ended September 26, 2003 for
comparison to the predecessor nine months ended September 27, 2002.

In
connection with the 2003 Stock Transaction (see Note 2 to the Condensed Consolidated Financial Statements) and subsequent issuance of senior subordinated notes (see
Note 5 to the Condensed Consolidated Financial Statements), accounting principles generally accepted in the U.S. required that
the purchase price paid in excess of the book value of the Company's equity acquired be allocated to the assets and liabilities of the Company based upon estimates of their fair values. This
application of purchase accounting resulted in increasing the value of inventory at the time of the 2003 Stock Transaction by $4.0 million. This inventory was sold in June 2003 and
accordingly $4.0 million was recorded as cost of goods sold. This amount does not reflect costs incurred or amounts paid by the Company to prepare inventory for sale and accordingly had no
affect on the cash flows from operations of the Company.

Financial
results for the nine months ended September 26, 2003, compared to the nine months ended September 27, 2002, reflect higher sales volume in the U.S. of
raincarrying products to home centers and distributors, and vinyl windows and lattice/awning products to home improvement contractors. In the U.S., higher material costs, partially offset by higher
selling prices, in addition to lower sales to RV manufacturers have lowered operating margins. European results reflect improved demand from RV manufacturers, higher volume of fabricated products to
the transportation industry resulting from new product development, strong demand from customers in the U.K. for bath enclosures and shower doors and the start-up of a program in the U.K.
to sell residential doors direct to home centers. Additionally, higher operating margins within the European Roll Coating segment resulted from efficiency gains at the Corby, England paintline. The
strengthening of the Euro and Pound Sterling against the U.S. Dollar have had a positive impact on net sales and earnings from operations in the first nine months of 2003.

27

---

Results of Operations

Quarter Ended September 26, 2003 as Compared to Quarter Ended September 27, 2002

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

|                             |                               | Quarters ended               |     
|---------------------------- | ----------------------------- | ---------------------------- | ----
|
|Statements of Earnings Data: |                               |                              |     
|Net sales                    |                               | 100.0                        | %   
|Costs and expenses:          |                               |                              |     
|                             | Cost of goods sold            |                              | 79.6
|                             | Selling and general           |                              | 9.2 
|                             | Depreciation and amortization |                              | 2.2 
|                             |                               |                              |     
|                             |                               | Earnings from operations     |     
|Interest expense, net        |                               | (2.7                         | )   
|Other (expense) income, net  |                               | (0.3                         | )   
|                             |                               |                              |     
|                             |                               | Earnings before income taxes |     
|Provision for income taxes   |                               | 2.2                          |     
|                             |                               |                              |     
|                             |                               | Net earnings                 |     
|                             |                               |                              |     

|              |        | Net Sales
Quarters ended |         | Earnings from Operations
Quarters ended |  
|------------- | ------ | ------------------------ | ------- | --------------------------------------- | -
|
|
|United States |        | $                        | 141,179 |                                         | $
|Europe        |        |                          | 59,938  |                                         |  
|              |        |                          |         |                                         |  
|              | Totals |                          | $       | 201,117                                 |  
|              |        |                          |         |                                         |  

Net Sales.For the quarter ended September 26, 2003, net sales were $201.1 million compared to
$175.2 million for the quarter ended September 27, 2002, an increase of $25.9 million or 14.8%. Net sales in the U.S. increased 9.1% to $141.2 million for the quarter ended
September 26, 2003, from $129.4 million for the quarter ended September 27, 2002. This increase in net sales in the U.S. primarily resulted from higher sales to home centers,
distributors, industrial and architectural contractors, rural contractors and home improvement contractors, partially offset by lower sales to RV manufacturers. For the quarter ended
September 26, 2003, compared to the quarter ended September 27, 2002, sales of rain-carrying products to home centers, distributors and home improvement contractors increased
$7.2 million; sales of fabricated metal roofing and siding to industrial and architectural
contractors, home centers and rural contractors increased $5.7 million; sales of lattice/awning products and vinyl windows to home improvement contractors increased $2.9 million.
Partially offsetting these increases was a decrease in sales to RV manufacturers of $4.7 million.

Net
sales in Europe increased 30.8% to $59.9 million for the quarter ended September 26, 2003, from $45.8 million for the quarter ended September 27, 2002.
Approximately $5.7 million of this increase was due to the strengthening of the Pound Sterling and Euro against the U.S. Dollar. The balance of the increase in net sales in Europe primarily
resulted from higher sales to the European transportation industry, European RV manufacturers, European OEMs and U.K. home centers. For the quarter ended September 26, 2003, compared to
the quarter ended September 27, 2002, excluding currency impact, sales from France to the European transportation industry increased $2.3 million; sales

28

---

of
painted aluminum coil and doors and windows to European RV manufacturers increased $0.9 million; sales of painted aluminum and steel coil to OEMs (excluding RV manufacturers)
increased $1.6 million; sales of residential doors to home centers in the U.K. increased $2.1 million; and sales of bath enclosures and shower doors to customers in the U.K. increased
$0.5 million.

Cost of goods sold.Cost of goods sold, as a percentage of net sales, increased to 79.6% for the quarter ended
September 26, 2003, from 79.2% for the quarter ended September 27, 2002. The increase is largely attributable to higher aluminum and steel costs, partially offset by higher aluminum
selling prices, in addition to higher labor and utility costs. Higher labor costs resulted primarily from new product and product expansion initiatives undertaken over the past twelve months.

Selling and general.Selling and general expenses, as a percentage of net sales, were 9.2% for the quarters ended
September 26, 2003 and September 27, 2002. Selling and general expenses increased to $18.4 million in the quarter ended September 26, 2003, from $16.1 million in the
quarter ended September 27, 2002. This increase resulted from higher net sales in the quarter ended September 26, 2003, compared to the quarter ended September 27, 2002, in
addition to a stronger Euro and Pound Sterling against the U.S. Dollar in the quarter ended September 26, 2003, used in converting local currency into U.S. Dollars.

Depreciation and amortization.Depreciation and amortization was $4.4 million for the quarter ended
September 26, 2003, compared to $3.4 million for the quarter ended September 27, 2002. This increase primarily resulted from a stronger Euro and Pound Sterling compared to the
U.S. Dollar in 2003, in addition to depreciation on capital expenditures that occurred in the last three months of 2002 and the first nine months of 2003 and on the increase in carrying values of
fixed assets and limited life intangibles that resulted from the 2003 Stock Transaction.

Earnings from operations.For the reasons stated above, earnings from operations were $18.1 million for the quarter
ended September 26, 2003, compared to $16.9 million for the quarter ended September 27,
2002. Earnings from operations in the U.S. increased to $13.9 million for the quarter ended September 26, 2003, from $13.7 million for the quarter ended September 27, 2002.
Earnings from operations in Europe increased to $4.2 million for the quarter ended September 26, 2003, from $3.1 million for the quarter ended September 27, 2002.
Approximately $0.6 million of the increase in European earnings from operations resulted from the strengthening of the Pound Sterling and Euro against the U.S. Dollar.

Interest expense, net.Net interest expense was $5.4 million for the quarter ended September 26, 2003, compared
to $5.9 million for the quarter ended September 27, 2002. The decline in net interest expense is a result of lower interest rates in the quarter ended September 26, 2003, compared
to the quarter ended September 27, 2002. Lower interest rates resulted primarily from the issuance of $200.0 million of 8.5% senior subordinated notes on August 6, 2003 that were
used to purchase $112.9 million of 11.25% senior subordinated notes.

Other income(expense), net.Other expense was $0.6 million for the quarter ended September 26, 2003. Expense of
$1.4 million was recognized in accordance with SFAS No. 145 on the premium paid to purchase $112.9 million in principal amount of the 11.25% senior subordinated notes. Other
income of $0.2 million for the quarter ended September 27, 2002 was not significant.

Provision for income taxes.The income tax provision for the period is based on the effective tax rate expected to be
applicable for the full year. The effective rate for the provision for income taxes decreased to 37.2% from 38.8% for the quarters ended September 26, 2003 and September 27, 2002,
respectively. The decrease in the effective tax rate is primarily due to a greater proportion of earnings in 2003 in Europe, where the Company has a lower effective tax rate.

29

---

Nine Months Ended September 26, 2003 as Compared to Nine Months Ended September 27, 2002

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

|                             |                               | Nine months ended            |     
|---------------------------- | ----------------------------- | ---------------------------- | ----
|
|Statements of Earnings Data: |                               |                              |     
|Net sales                    |                               | 100.0                        | %   
|Costs and expenses:          |                               |                              |     
|                             | Cost of goods sold            |                              | 80.2
|                             | Selling and general           |                              | 9.8 
|                             | Depreciation and amortization |                              | 2.3 
|                             |                               |                              |     
|                             |                               | Earnings from operations     |     
|Interest expense, net        |                               | (3.1                         | )   
|Other income, net            |                               |                             |     
|                             |                               |                              |     
|                             |                               | Earnings before income taxes |     
|Provision for income taxes   |                               | 1.7                          |     
|                             |                               |                              |     
|                             |                               | Net earnings                 |     
|                             |                               |                              |     

|              |        | Net Sales
Nine months ended |         | Earnings from Operations
Nine months ended |  
|------------- | ------ | --------------------------- | ------- | ------------------------------------------ | -
|
|
|United States |        | $                           | 354,466 |                                            | $
|Europe        |        |                             | 184,460 |                                            |  
|              |        |                             |         |                                            |  
|              | Totals |                             | $       | 538,926                                    |  
|              |        |                             |         |                                            |  

---

Net Sales.For the nine months ended September 26, 2003, net sales were $538.9 million compared to
$479.8 million for the nine months ended September 27, 2002, an increase of $59.1 million or 12.3%. Net sales in the U.S. increased 5.4% to $354.5 million for the nine
months ended September 26, 2003, from $336.3 million for the nine months ended September 27, 2002. This increase in net sales in the U.S. primarily resulted from higher sales to
home centers, distributors, industrial and architectural contractors, rural contractors and home improvement contractors, partially offset by lower sales to RV manufacturers. For the nine months ended
September 26, 2003, compared to the nine months ended September 27, 2002, sales of rain-carrying products to home centers, distributors and home improvement contractors
increased $12.7 million; sales of fabricated metal roofing and siding to

30

---

industrial
and architectural contractors and rural contractors increased $6.1 million; sales of vinyl windows and lattice/awning products to home improvement contractors increased
$5.7 million. Partially offsetting these increases was a decrease in sales to RV manufacturers of $8.0 million.

Net
sales in Europe increased 28.5% to $184.5 million for the nine months ended September 26, 2003, from $143.5 million for the nine months ended
September 27, 2002. Approximately $24.9 million of this increase was due to the strengthening of the Pound Sterling and Euro against the U.S. Dollar. The balance of the increase in net
sales in Europe primarily resulted from higher sales to the European transportation industry, European RV manufacturers and U.K. home centers. These increases were partially offset by lower sales of
painted aluminum and steel coil to OEMs (excluding RV manufacturers). For the nine months ended September 26, 2003, compared to the nine months ended September 27, 2002, excluding
currency impact, sales from France to the European transportation industry increased $7.4 million; sales of painted aluminum coil and doors and windows to European RV manufacturers increased
$2.5 million; sales of residential doors to home centers in the U.K. increased $4.3 million; and sales of bath enclosures and shower doors to customers in the U.K. increased
$1.6 million. Partially offsetting these increases was a decrease in sales of painted aluminum and steel coil to OEMs (excluding RV manufacturers) of $2.5 million.

Cost of goods sold.Cost of goods sold, as a percentage of net sales, increased to 80.2% for the nine months ended
September 26, 2003, from 78.8% for the nine months ended September 27, 2002. This increase is primarily attributable to the $4.0 million increase in inventories resulting from the
application
of the purchase method of accounting associated with the 2003 Stock Transaction (see Note 2 to the Condensed Consolidated Financial Statements). The $4.0 million increase was recognized
in cost of goods sold in June 2003. The remaining increase is largely attributable to higher aluminum and steel costs, partially offset by higher aluminum and steel selling prices, in addition
to higher labor and utility costs. Higher labor costs resulted primarily from new product and product expansion initiatives undertaken over the past twelve months.

Selling and general.Selling and general expenses, as a percentage of net sales, were 9.8% for each of the nine month periods
ended September 26, 2003 and September 27, 2002. Selling and general expenses increased to $52.7 million in the nine months ended September 26, 2003, from
$47.0 million in the nine months ended September 27, 2002. This increase largely resulted from higher compensation expense due to bonus payments of $1.4 million associated with
the 2003 Stock Transaction, together with higher net sales in the nine months ended September 26, 2003, compared to the nine months ended September 27, 2002, and a stronger Euro and
Pound Sterling against the U.S. Dollar in the nine months ended September 26, 2003, used in converting local currency into U.S. Dollars.

Depreciation and amortization.Depreciation and amortization was $12.3 million for the nine months ended
September 26, 2003, compared to $9.8 million for the nine months ended September 27, 2002. This increase primarily resulted from a stronger Euro and British Pound compared to the
U.S. Dollar in 2003, in addition to depreciation on capital expenditures that occurred in the last three months of 2002 and the first nine months of 2003 and on the increase in carrying values of
fixed assets and limited life intangibles that resulted from the 2003 Stock Transaction.

Earnings from operations.Earnings from operations of $41.4 million for the nine months ended September 26,
2003 reflect $4.0 million charged to expense resulting from the application of the purchase method of accounting associated with the 2003 Stock Transaction. Earnings from operations declined
from $45.0 million for the nine months ended September 27, 2002, for the reasons stated above.

Earnings
from operations in the U.S. decreased to $25.0 million for the nine months ended September 26, 2003, from $31.9 million for the nine months ended
September 27, 2002. U.S. earnings from operations in the nine months ended September 26, 2003 were reduced by $2.7 million of the

31

---

$4.0 million
increase in inventories associated with the 2003 Stock Transaction, in addition to $0.9 million of additional compensation expense associated with the 2003 Stock
Transaction. The remaining decline in U.S. earnings from operations compared to prior year was largely attributable to the decline in sales to RV manufacturers, along with higher steel, labor and
utility costs, in addition to the increase in depreciation and amortization expense described above.

Earnings
from operations in Europe increased to $16.5 million for the nine months ended September 26, 2003, from $13.1 million for the nine months ended
September 27, 2002. European earnings from
operations in the nine months ended September 26, 2003 were reduced by $1.3 million of the $4.0 million increase in inventories associated with the 2003 Stock Transaction, in
addition to $0.5 million of additional compensation expense associated with the 2003 Stock Transaction. The increase in earnings from operations in Europe is largely attributable to higher net
sales, along with higher aluminum selling prices, partially offset by higher aluminum costs, and the strengthening of the Euro and British Pound against the U.S. Dollar. The strengthening of the Euro
and British Pound against the U.S. Dollar increased European earnings from operations by $2.8 million in the nine months ended September 26, 2003, compared to the nine months ended
September 27, 2002. Partially offsetting these increases were higher labor and utility costs, in addition to the increase in depreciation and amortization expense described above.

Interest expense, net.Net interest expense was $16.4 million for the nine months ended September 26, 2003,
compared to $17.1 million for the nine months ended September 27, 2002. The decline in net interest expense is a result of lower interest rates in the nine months ended
September 26, 2003, compared to the nine months ended September 27, 2002. Lower interest rates resulted primarily from the issuance of $200.0 million of 8.5% senior subordinated
notes on August 6, 2003 that were used to purchase $112.9 million of 11.25% senior subordinated notes.

Other income(expense), net.Other income (expense) decreased to $(0.1) million for the nine months ended September 26,
2003, compared to $0.7 million for the nine months ended September 27, 2002. This decrease resulted from an expense of $1.4 million recognized in accordance with SFAS
No. 145 on the premium paid to purchase $112.9 million in principal amount of the 11.25% senior subordinated notes.

Provision for income taxes.The income tax provision for the period is based on the effective tax rate expected to be
applicable for the full year. The effective rate for the provision for income taxes decreased to 37.3% from 38.9% for the nine months ended September 26, 2003 and September 27, 2002,
respectively. The decrease in the effective tax rate is primarily due to a greater proportion of earnings in 2003 in Europe, where the Company has a lower effective tax rate.

Liquidity and Capital Resources

Liquidity.The Company's primary liquidity needs arise from debt service incurred in connection with acquisitions and the
funding of capital expenditures. The Company's liquidity sources at September 26, 2003 include $37.0 million in cash and cash equivalents and an undrawn amount of $110.0 million
under its revolving credit facility, subject to borrowing base limitations. At September 26, 2003, the entire $110.0 million of the undrawn amount was available.

On
July 10, 2003, the Company commenced an offer to purchase and solicitation of consents for the outstanding $135.0 million 11.25% senior subordinated notes due 2006 (the
"11.25% Notes"), subject to the receipt of a consent from the holders of a majority of the principal amount thereof. On August 6, 2003, the Company issued $200.0 million 8.5% senior
subordinated notes due 2011 (the "Old Notes"). The Company's proceeds from the issuance of the Old Notes, net of debt issuance costs, were approximately $191.3 million. On August 8,
2003, the Company used the proceeds of the Old Notes to purchase approximately $112.9 million in aggregate principal amount of the 11.25% Notes that had

32

---

been
validly tendered, for approximately $120.4 million, including premium and accrued and unpaid interest. Following the purchase of the 11.25% Notes accepted in the tender offer,
approximately $22.1 million in aggregate principal amount of the 11.25% Notes remained outstanding. On October 1, 2003, all of the remaining 11.25% Notes outstanding were redeemed for
approximately $23.8 million, including premium and accrued and unpaid interest.

On
October 10, 2003, the Company entered into a definitive agreement with Berger Holdings, Ltd. for the acquisition of all of the outstanding shares of Berger for $3.90 per
share, or a total purchase price (including debt assumed) of approximately $41.0 million. Berger manufactures metal roof drainage products and roofing accessories as well as residential and
commercial snow guards and will be included in the U.S. Fabrication segment.

On
October 9, 2003, the Company amended and restated its credit agreement. As amended and restated, the credit agreement includes a $110.0 million revolving credit facility
and a $35.0 million term loan. The Company borrowed $35.0 million under the term loan on October 31, 2003. The interest rates applicable to the loans under the amended and
restated credit agreement are based upon a Base Rate or Eurocurrency Rate (both as defined in the amended and restated credit agreement), plus their respective margins. The amended and restated credit
agreement provides for variable rate margins, determined quarterly, based upon the Company's ratio of EBITDA (as defined in the amended and restated credit agreement) to total debt. The maximum and
minimum Base Rate margins are 2.00% and 1.00%, respectively, on the revolving credit facility, and 2.25% and 1.25%, respectively, on the term loan. The maximum and minimum Eurocurrency Rate margins
are 3.00% and 2.00%, respectively, on the revolving credit facility, and 3.25% and 2.25%, respectively, on the term loan. The Company is subject to a commitment fee of 0.375% of the unused portion of
the revolving credit facility. The amended and restated credit agreement contains certain covenants and restrictions, including certain restrictions on the payment of cash dividends. In addition, the
amended and restated credit agreement requires the Company to meet certain financial tests, including a minimum fixed charge coverage ratio, minimum interest coverage ratio, maximum leverage ratio and
maximum amounts of capital expenditures. The amended and restated credit agreement permits the Berger acquisition, subject to certain limitations.

The
Company may pay a dividend to its stockholders or repurchase some of its outstanding common stock, subject to restrictions contained in agreements governing its existing or future
indebtedness. Under the terms of the amended and restated credit agreement and the indenture governing the 8.5% senior subordinated notes due 2011, any such dividend or stock repurchase could be up to
$70.0 million, subject to compliance with a cash flow ratio test and certain debt covenants.

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

The
Company's primary source of liquidity is funds generated from operations, which are supplemented by borrowings under the credit agreement. Net cash provided by operating activities
for the nine months ended September 26, 2003 and September 27, 2002, were $23.8 million and $10.6 million, respectively. The increase primarily resulted from a larger
increase in inventories in the first nine months of 2002, than in the first nine months of 2003, in addition to a larger increase in

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income
taxes payable in the first nine months of 2003, than in the first nine months of 2002. These increases were partially offset by a greater increase in accounts receivable in the first nine
months of 2003 than in the first nine months of 2002.

Net
cash used in investing activities increased to $7.5 million for the nine months ended September 26, 2003, from $4.6 million for the nine months ended
September 27, 2002. This increase is the result of higher capital expenditures in the nine months ended September 26, 2003, compared to the nine months ended September 27, 2002.

Net
cash provided by (used in) financing activities increased to $8.5 million for the nine months ended September 26, 2003, from $(4.9) million for the nine months ended
September 27, 2002. During the nine months ended September 26, 2003, the Company issued $200.0 million of 8.5% senior subordinated notes due 2011, from which the proceeds were
used to purchase a portion of the outstanding 11.25% senior subordinated notes and repay the revolving credit facility. Additionally, during the nine months ended September 26, 2003, the
Company repurchased common stock in the amount of $2.6 million and issued common stock from held treasury shares in the amount of $0.4 million.

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

Capital Expenditures.The Company's capital expenditures were $7.9 million and $4.6 million for the nine months
ended September 26, 2003 and September 27, 2002, respectively. Capital expenditures in 2003 include approximately $1.2 million for improvements to the paintlines in Helena,
Arkansas; Corby, England; and Roermond, The Netherlands; and approximately $3.9 million for several projects related to business expansion. Capital expenditures in 2002 included approximately
$0.8 million for improvements to the paintlines in Helena, Arkansas; Corby, England; and Roermond, The Netherlands; and approximately $1.2 million for several projects related to
business expansion. The balance of capital expenditures in both periods related to purchases and upgrades of fabricating equipment, transportation and material moving equipment, and information
systems.

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

Working Capital Management.Working capital was $125.2 million as of September 26, 2003, compared to
$90.5 million as of December 27, 2002. The increase in working capital is largely attributable to higher cash and cash equivalents resulting from the issuance of $200.0 million
8.5% senior subordinated notes, from which a portion of the proceeds were used to prepay the revolving credit facility and a portion of the 11.25% senior subordinated notes. Additionally, seasonal
demands of the business result in substantial increases from year end in trade accounts receivable and inventories, partially offset by an increase in trade accounts payable.

Environmental Matters

The Company's exposure to environmental matters has not changed significantly from the year ended December 27, 2002. For detailed information regarding
environmental matters, see "Management's Discussion and AnalysisRisk Management" set forth in the Company's Annual Report on Form 10-K for the year ended
December 27, 2002.

Note Regarding Forward-Looking Statements:The Management's Discussion and Analysis and other
sections of this Form 10-Q may contain forward-looking statements that are based on current expectations, estimates and projections about the industries in which the Company
operates, and management's beliefs and assumptions. Such forward-looking statements include terminology such as

34

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"may",
"will", "should", "expects", "anticipates", "intends", "plans", "believes", "contemplates", "projects", "predicts", "estimates", or variations of such words and similar expressions regarding
beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in this report include, but are not limited to: (1) statements regarding the Company's expectation
that its sources of liquidity will provide the liquidity required, if necessary, to supplement lower cash flows from operations; (2) statements regarding management's expectation that the
outcome of legal proceedings and claims that have arisen in the ordinary course of business would not reasonably be expected to have a material adverse effect on the consolidated financial position,
results of operations or cash flows of the Company and its subsidiaries taken as a whole; (3) statements regarding management's belief that the Company's potential share of the estimated
aggregate liability for the costs of remedial actions and related costs and expenses at various hazardous waste disposal sites in which the Company has been named as a defendant in lawsuits or as a
potentially responsible party are not material and that the reasonably probable outcome of these matters will not materially exceed established reserves and will not have a material impact on the
future financial position, net earnings or cash flows of the Company; and (4) statements regarding whether the Company will complete the acquisition of Berger based on the terms proposed or at
all, including whether the Company will be able to comply with restrictions contained in its senior secured credit agreement. These forward-looking statements are based on a number of assumptions that
could ultimately prove inaccurate, and, therefore, there can be no assurance that they will prove to be accurate. All such forward-looking statements are subject to the safe harbor created by the
Private Securities Litigation Reform Act of 1995. Important factors that could cause future financial performance to differ materially and significantly from past results and from those expressed or
implied in this document include, without limitation, the risks of acquisition of businesses (including limited knowledge of the businesses acquired and misrepresentations by sellers), changes in
business strategy or development plans, the cyclical demand for the Company's products, the supply and/or price of aluminum and other raw materials, currency exchange rate fluctuations, environmental
regulations, availability of financing, competition, reliance on key management personnel, ability to manage growth, loss of customers, and a variety of other factors. For further information on these
and other risks, see the "Risk Factors" section of Item 1 of the Company's Annual Report on Form 10-K for the year ended December 27, 2002, as well as the Company's other
filings with the Securities and Exchange Commission. The Company assumes no obligation to update publicly its forward-looking statements, whether as a result of new information, future events or
otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The following discussion about the Company's risk-management activities includes forward-looking statements that involve risk and uncertainties.
Actual results could differ materially from those projected in the forward-looking statement. See "Note Regarding Forward Looking Statements" for additional information regarding the Private
Securities Litigation Reform Act. The Company's management of market risk from changes in interest rates, exchange rates and commodity prices has not changed from the year ended December 27,
2002, with the following exception. The Company issued $200.0 million 8.5% senior subordinated notes on August 6, 2003. The Company used the proceeds from the issuance to purchase
$112.9 million of its 11.25% Notes on August 8, 2003 and to repay a portion of its outstanding revolving credit facility. As a result of the repayment of a portion of the 11.25% Notes
and a portion of the revolving credit facility, the Company's Interest Rate Swap and Pound Sterling Swap became ineffective hedges and no longer qualified for hedge accounting. Changes in fair market
value on the Interest Rate Swap and the Pound Sterling Swap subsequent to the hedges becoming ineffective are recognized in current earnings during the period of change. For detailed information
regarding the Company's risk management, see "Management's Discussion and AnalysisRisk Management" and "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" set forth in
the Company's Annual Report on Form 10-K for the year ended December 27, 2002.

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Interest Rate Risk

This analysis presents the hypothetical loss in fair value and increase in interest expense of those financial instruments and derivative instruments held by the
Company at September 26, 2003, which are sensitive to changes in interest rates. All other factors remaining unchanged, a hypothetical 10 percent increase in interest rates would
decrease the fair value of the Company's fixed-rate, long-term debt outstanding at September 26, 2003, by approximately $9.2 million, based upon the use of a
discounted cash flow model, as compared to a hypothetical decrease in fair value of approximately $4.4 million at December 27, 2002.

A
hypothetical 10 percent increase in interest rates for one year on the Company's variable rate financial instruments and derivative instruments would increase interest expense
by approximately $0.7 million as calculated at September 26, 2003, compared to a hypothetical increase in interest expense of approximately $0.3 million as calculated at
December 27, 2002. This does not give effect to the increase in total borrowings of the Company as a result of the $35.0 million term loan drawn by a subsidiary of the Company on
October 31, 2003.

Foreign Currency Exchange Risk

This analysis presents the hypothetical increase in foreign exchange loss and increase in interest expense related to those financial instruments and derivative
instruments held by the Company at September 26, 2003 that are sensitive to changes in foreign currency exchange risks. A hypothetical 10 percent increase in foreign currency exchange
rates would increase the Company's foreign exchange loss by approximately $3.7 million for those financial instruments and derivative instruments affected by foreign currency exchange
fluctuations, as compared to a hypothetical increase in foreign exchange loss of approximately $0.2 million for the year ended December 27, 2002.

All
other factors remaining unchanged, a hypothetical 10 percent increase in foreign currency exchange rates for one year would have no effect on interest expense as calculated at
September 26, 2003, for those financial instruments and derivative instruments affected by foreign currency exchange fluctuations, as compared to a hypothetical increase in interest expense of
approximately $0.8 million as calculated at December 27, 2002.

Item 4. Controls and Procedures

As of September 26, 2003, based upon an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures,
the Company's Chief Executive Officer and Chief Financial Officer concluded that as of the evaluation date, the Company's disclosure controls and procedures (1) are effective in timely alerting
them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's reports that it files or submits under the Securities and
Exchange Act of 1934 (the "Exchange Act") and (2) are adequate to ensure that information required to be disclosed by the Company in the reports filed or submitted by the Company under the
Exchange Act is recorded, processed and summarized and reported within the time periods specified in the SEC's rules and forms. Further, there were no changes in the Company's internal controls over
financial reporting identified in connection with that evaluation that occurred during the quarter ended September 26, 2003, that have materially affected or would be reasonably likely to
materially affect the Company's internal control over financial reporting.

Part IIOther Information

Item 1. Legal Proceedings.

The Company is subject to legal proceedings and claims that have arisen in the ordinary course of business. Although occasional adverse decisions or settlements
may occur, it is the opinion of the

36

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Company's
management, based upon information available at this time, that the expected outcome of these matters, individually or in the aggregate, would not reasonably be expected to have a material
adverse effect on the consolidated financial position, results of operations or cash flows of the Company and its subsidiaries taken as a whole.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K

The
exhibits listed in the Exhibit Index immediately preceding the exhibits are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.

On
July 17, 2003, the Company filed a report on Form 8-K relating to a tender offer for its senior subordinated notes, as presented in a press release dated
July 10, 2003.

On
July 21, 2003, the Company filed a report on Form 8-K relating to its proposed offer to sell $200.0 million in aggregate of senior subordinated notes
due 2011, as presented in a press release dated July 21, 2003. The report on Form 8-K also provided selected portions of information the Company expected to disclose to
prospective investors in connection with the offering.

On
August 5, 2003, the Company filed a report on Form 8-K relating to the tender offer for its senior subordinated notes, as presented in a press release dated
July 29, 2003.

On
August 8, 2003, the Company filed a report on Form 8-K relating to the tender offer for its senior subordinated notes, as presented in a press released dated
August 8, 2003, and relating to its offering of $200.0 million of senior subordinated notes due 2011, as presented in a press release dated August 6, 2003. The report on
Form 8-K also provided Exhibits of certain documents associated with the offering of $200.0 million of senior subordinated notes due 2011.

On
August 13, 2003, the Company filed a report on Form 8-K relating to its financial information for the quarter ended June 27, 2003, as presented in a
press release dated August 11, 2003.

On
September 5, 2003, the Company filed a report on Form 8-K relating to the redemption of all remaining outstanding 11.25% senior subordinated notes due 2006,
as presented in a press release dated September 2, 2003.

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SIGNATURES

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

EURAMAX INTERNATIONAL, INC.

|Signature                           |  | Title                                           |  | Date             
|----------------------------------- |  | ----------------------------------------------- |  | -----------------
|                                    |  |                                                 |  |                  
|/s/J. DAVID SMITHJ. David Smith     |  | Chairman, Chief Executive Officer and President |  | November 10, 2003
|/s/R. SCOTT VANSANTR. Scott Vansant |  | Chief Financial Officer and Secretary           |  | November 10, 2003

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Exhibit Index

|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Certificate of Incorporation of Euramax International, Inc. (f/k/a Amerimax Holdings, Inc.). (Incorporated by reference to the Exhibit with the same number in Euramax International, Inc.'s Registration Statement on
Form S-4 (Reg. No. 333-05978) which became effective on February 7, 1997.)                                                                                                                                                               
|3.2            |  | Bylaws of Euramax International, Inc. (f/k/a Amerimax Holdings, Inc.). (Incorporated by reference to the Exhibit with the same number in Euramax International, Inc.'s Registration Statement on Form S-4 (Reg.
No. 333-05978) which became effective on February 7, 1997.)                                                                                                                                                                                     
|4.1            |  | Indenture dated August 6, 2003 by and among Euramax International, Inc., Euramax International Holdings B.V., a Dutch registered company, the guarantors party thereto from time to time, and JPMorgan Chase Bank, as
trustee. (Incorporated by reference to Exhibit 4.2 in Euramax International, Inc's Current Report on Form 8-K which was filed on August 8, 2003).                                                                                         
|4.2            |  | Registration Rights Agreement dated August 6, 2003 by and among Euramax International, Inc., Euramax International Holdings B.V., and each of the Guarantors (as defined therein), UBS Securities LLC, Banc of America
Securities LLC, Wachovia Capital Markets, LLC, ABN AMRO Incorporated, and Fleet Securities, Inc. (Incorporated by reference to Exhibit 4.3 in Euramax International, Inc's Current Report on Form 8-K which was filed on August 8,
2003).
|4.3            |  | Form of 81/2% Senior Subordinated Note Due 2011. (Incorporated by reference to Exhibit A of Exhibit 4.2 in Euramax International, Inc's Current Report on Form 8-K which was filed
on August 8, 2003).                                                                                                                                                                                                                                                          
|10.1           |  | Purchase Agreement dated July 30, 2003 by and among Euramax International, Inc., Euramax International Holdings B.V., each of the Guarantors (as defined therein), UBS Securities LLC, Banc of America Securities
LLC, Wachovia Capital Markets, LLC, ABN AMRO Incorporated, and Fleet Securities, Inc. (Incorporated by reference to Exhibit 10.1 in Euramax International, Inc.'s Current Report on Form 8-K which was filed on August 8,
2003.)              
|10.2           |  | Agreement and Plan of Merger, dated as of October 10, 2003, by and among Amerimax Pennsylvania Inc., Euramax International, Inc. and Berger Holdings, Ltd. (Incorporated by reference to Exhibit (d)(1) to Schedule
TO of Amerimax Pennsylvania Inc. which was filed on October 20, 2003.)                                                                                                                                                                      
|10.3           |  | Third Amended and Restated Credit Agreement, dated October 9, 2003, among Euramax International, Inc. and its subsidiaries, Wachovia Bank, N.A. (as Agent and Lender) and the Lenders. (Incorporated by reference to
Exhibit (b)(1) to the Schedule TO-T which was filed by Euramax International, Inc. on October 20, 2003.)                                                                                                                                   
|31.1           |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                             
|31.2           |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                             
|32.1           |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                                                                    
|32.2           |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                                                                    

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