10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 30, 2001

OR

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

For the transition period from                to               

Commission file number 333-05978

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

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

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

    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. Yes /x/  No / /

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

Page 1 of 28
Exhibit Index located on page 24

Part I—Financial Information

Item 1. Financial Statements

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

			Quarters ended
			March 30, 2001			March 31, 2000
Net sales			$	131,213		$	142,273
Costs and expenses:
	Cost of goods sold			108,193			116,827
	Selling and general			13,863			13,779
	Depreciation and amortization			4,412			3,758
		Earnings from operations		4,745			7,909
Interest expense, net				(6,560	)		(5,438	)
Other expense, net				(2,220	)		(113	)
(Loss) earnings before income taxes				(4,035	)		2,358
(Benefit) provision for income taxes				(1,957	)		1,008
Net (loss) earnings				(2,078	)		1,350

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

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

			March 30, 2001			December 29, 2000
ASSETS
Current assets:
	Cash and equivalents		$	9,052		$	8,134
	Accounts receivable, net			87,608			73,721
	Inventories			73,809			81,215
	Other current assets			4,771			4,821
		Total current assets		175,240			167,891
Property, plant and equipment, net				113,015			119,218
Goodwill, net				110,622			113,324
Deferred income taxes				5,751			5,615
Other assets				7,856			7,011
			$	412,484		$	413,059
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Cash overdrafts		$	1,198		$	1,709
	Accounts payable			60,353			57,975
	Accrued expenses and other current liabilities			20,348			26,646
	Current maturities of long-term debt			735			2,247
		Total current liabilities		82,634			88,577
Long-term debt, less current maturities				242,698			233,281
Deferred income taxes				15,731			16,952
Other liabilities				13,063			10,468
		Total liabilities		354,126			349,278
Shareholders'equity:
	Common stock			500			500
	Additional paid-in capital			53,220			53,220
	Treasury stock			(1,581	)		(1,581	)
	Retained earnings			17,774			19,852
	Accumulated other comprehensive loss			(11,555	)		(8,210	)
Total shareholders' equity				58,358			63,781
			$	412,484		$	413,059

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

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

			Quarters ended
			March 30, 2001			March 31, 2000
Net cash used in operating activities			$	(6,083	)	$	(11,317	)
Cash flows from investing activities:
	Proceeds from sales of assets			5			5
	Capital expenditures			(1,777	)		(2,695	)
		Net cash used in investing activities		(1,772	)		(2,690	)
Cash flows from financing activities:
	Net borrowings on revolving credit facility			22,972			19,257
	Repayment of long-term debt			(12,622	)		(1,566	)
	Changes in cash overdrafts			(511	)		(1,395	)
		Net cash provided by financing activities		9,839			16,296
Effect of exchange rate changes on cash				(1,066	)		(55	)
Net increase in cash and equivalents				918			2,234
Cash and equivalents at beginning of period				8,134			13,385
Cash and equivalents at end of period			$	9,052		$	15,619

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

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

1. Basis of Presentation:

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

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

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

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

2. Acquisitions:

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

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

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

	Quarter ended March 31, 2000
Net sales	$	146,148
Earnings before income taxes		1,774
Net earnings		993

3. Summary of Significant Accounting Policies:

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

Accounting Policy for Derivative Instruments

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

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

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

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

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

Fair Value Hedging Strategy

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

Cash Flow Hedging Strategy

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

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

	Before-Tax Amount			Income Tax			After-Tax Amount
Cumulative effect of adopting SFAS 133	$	(3,204	)	$	1,190		$	(2,014	)
Net changes in fair value of derivatives		1,867			(562	)		1,305
Net gains reclassified from OCI into earnings		(436	)		52			(384	)
Accumulated derivative net (losses) as of March 30, 2001	$	(1,773	)	$	680		$	(1,093	)

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

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

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

4. Inventories:

    Inventories were comprised of:

	March 30, 2001		December 29, 2000
Raw materials	$	57,351	$	58,101
Work in process		3,004		9,067
Finished products		13,454		14,047
	$	73,809	$	81,215

5. Long-Term Obligations:

    Long-term obligations consisted of the following:

		March 30, 2001			December 29, 2000
Credit Agreement:
	Revolving Credit Facility	$	59,114		$	38,522
	Term Loans		49,319			62,006
11.25% Senior Subordinated Notes due 2006			135,000			135,000
			243,433			235,528
Less current portion			(735	)		(2,247	)
		$	242,698		$	233,281

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

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

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

6. Commitments and Contingencies:

Litigation

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

Environmental Matters

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

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

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

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

7. Comprehensive Income:

		Quarters ended
		March 30, 2001			March 31, 2000
Net (loss) earnings		$	(2,078	)	$	1,350
Other comprehensive loss:
	Foreign currency translation adjustment		(2,252	)		(1,624	)
	Loss on derivative instruments, net of taxes		(1,093	)		—
Comprehensive loss		$	(5,423	)	$	(274	)

8. Income Taxes:

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

9. Segment Information:

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

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

		Quarters Ended
		March 30, 2001			March 31, 2000
Sales
European Roll Coating		$	37,696		$	40,094
U.S. Fabrication			77,360			85,061
European Fabrication			16,908			18,056
	Total segment sales		131,964			143,211
Eliminations			(751	)		(938	)
	Consolidated net sales	$	131,213		$	142,273
EBITDA
European Roll Coating		$	5,178		$	6,127
U.S. Fabrication			1,839			4,270
European Fabrication			2,505			2,349
	Total EBITDA for reportable segments		9,522			12,746
Expenses that are not segment specific			(2,585	)		(1,192	)
Depreciation and amortization			(4,412	)		(3,758	)
Interest expense, net			(6,560	)		(5,438	)
	Consolidated net (loss) earnings before income taxes	$	(4,035	)	$	2,358

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

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9. Segment Information (continued):

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

		Quarters Ended
Customers/Markets	Primary Products	March 30, 2001		March 31, 2000
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	$	67,178	$	73,108
Rural Contractors	Steel and aluminum roofing and siding		20,362		22,344
Home Centers	Raincarrying systems, roofing accessories, windows, doors and shower enclosures		17,950		17,736
Manufactured Housing	Steel siding and trim components		6,230		10,778
Distributors	Metal coils, raincarrying systems and roofing accessories		6,748		7,831
Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories		4,146		4,891
Home Improvement Contractors	Vinyl replacement windows; metal coils, raincarrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings		8,599		5,585
		$	131,213	$	142,273

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10. Supplemental Condensed Combined Financial Statements:

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

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

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			Quarter ended March 31, 2000
			Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales			$	—		$	—		$	—		$	—		$	—		$	142,273		$	—		$	142,273
Costs and expenses:
	Cost of goods sold			—			—			—			—			—			116,827			—			116,827
	Selling and general			799			22			—			—			240			12,718			—			13,779
	Depreciation and amortization			—			—			—			—			90			3,668			—			3,758
		(Loss) earnings from operations		(799	)		(22	)		—			—			(330	)		9,060			—			7,909
Equity in earnings of subsidiaries				2,067			2,688			843			3,498			1,850			—			(10,946	)		—
Interest (expense) income, net				(376	)		(24	)		(97	)		(35	)		612			(5,518	)		—			(5,438	)
Other (expense) income, net				—			—			(433	)		(2,048	)		87			2,281			—			(113	)
		Earnings (loss) before income taxes		892			2,642			313			1,415			2,219			5,823			(10,946	)		2,358
(Benefit) provision for income taxes				(458	)		(9	)		(152	)		(721	)		151			2,197			—			1,008
Net earnings			$	1,350		$	2,651		$	465		$	2,136		$	2,068		$	3,626		$	(10,946	)	$	1,350

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			As of March 30, 2001
			Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
ASSETS
Current assets:
	Cash and equivalents		$	—		$	—		$	—		$	156		$	24		$	8,872		$	—		$	9,052
	Accounts receivable, net			1			38			—			—			—			87,569			—			87,608
	Inventories			—			—			—			—			—			73,809			—			73,809
	Other current assets			26			—			—			—			435			4,310			—			4,771
		Total current assets		27			38			—			156			459			174,560			—			175,240
Property, plant and equipment, net				—			—			—			—			88			112,927			—			113,015
Amounts due from affiliates				94,137			75,912			44,545			10,786			136,278			151,404			(513,062	)		—
Goodwill, net				—			—			—			—			8,012			102,610			—			110,622
Investment in consolidated subsidiaries				117,326			23,816			(10,145	)		24,270			325,887			—			(481,154	)		—
Deferred income taxes				—			169			—			—			13			5,569			—			5,751
Other assets				—			1,847			454			467			1,011			4,077			—			7,856
			$	211,490		$	101,782		$	34,854		$	35,679		$	471,748		$	551,147		$	(994,216	)	$	412,484
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Cash overdrafts		$	—		$	—		$	—		$	—		$	(161	)	$	1,359		$	—		$	1,198
	Accounts payable			—			—			—			—			14			60,339			—			60,353
	Accrued expenses and other current liabilities			(778	)		(1,582	)		(2,430	)		5,443			(1,534	)		21,229			—			20,348
	Current maturities of long-term debt			—			—			—			—			735			—			—			735
		Total current liabilities		(778	)		(1,582	)		(2,430	)		5,443			(946	)		82,927			—			82,634
Long-term debt, less current maturities				37,216			70,605			27,179			—			68,942			38,756			—			242,698
Amounts due to affiliates				117,763			15,337			15,443			2,480			283,013			77,662			(511,698	)		—
Deferred income taxes				(2,432	)		—			—			—			(145	)		18,308			—			15,731
Other liabilities				—			—			—			—			3,558			9,505			—			13,063
		Total liabilities		151,769			84,360			40,192			7,923			354,422			227,158			(511,698	)		354,126
Shareholders'equity:
	Common stock			500			2			78			23			35,001			6,835			(41,939	)		500
	Additional paid-in capital			65,218			20,726			6,922			9,077			149,085			353,403			(551,211	)		53,220
	Treasury stock			(1,581	)		—			—			—			—			—			—			(1,581	)
	Retained earnings (deficit)			987			5,753			(10,726	)		24,927			(61,175	)		(28,896	)		86,904			17,774
	Dividends declared			—			—			—			—			—			(324	)		324			—
	Accumulated other comprehensive loss			(5,403	)		(9,059	)		(1,612	)		(6,271	)		(5,585	)		(7,029	)		23,404			(11,555	)
Total shareholders' equity				59,721			17,422			(5,338	)		27,756			117,326			323,989			(482,518	)		58,358
			$	211,490		$	101,782		$	34,854		$	35,679		$	471,748		$	551,147		$	(994,216	)	$	412,484

15

			As of December 29, 2000
			Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
ASSETS
Current assets:
	Cash and equivalents		$	—		$	—		$	—		$	—		$	27		$	8,107		$	—		$	8,134
	Accounts receivable, net			1			31			—			—			63			73,626			—			73,721
	Inventories			—			—			—			—			—			81,215			—			81,215
	Other current assets			126			—			—			—			1,271			3,424			—			4,821
		Total current assets		127			31			—			—			1,361			166,372			—			167,891
Property, plant and equipment, net				—			—			—			—			109			119,109			—			119,218
Amounts due from affiliates				99,126			77,700			46,240			11,522			333,649			150,246			(718,483	)		—
Goodwill, net				—			—			—			—			8,083			105,241			—			113,324
Investment in consolidated subsidiaries				121,120			23,411			(11,534	)		23,711			130,061			—			(286,769	)		—
Deferred income taxes				—			169			—			—			13			5,433			—			5,615
Other assets				—			1,931			499			524			1,119			2,938			—			7,011
			$	220,373		$	103,242		$	35,205		$	35,757		$	474,395		$	549,339		$	(1,005,252	)	$	413,059
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Cash overdrafts		$	—		$	—		$	—		$	—		$	(186	)	$	1,895		$	—		$	1,709
	Accounts payable			—			—			—			—			148			57,827			—			57,975
	Accrued expenses and other current liabilities			790			417			(1,268	)		1,079			505			25,123			—			26,646
	Current maturities of long-term debt			—			—			—			—			551			1,696			—			2,247
		Total current liabilities		790			417			(1,268	)		1,079			1,018			86,541			—			88,577
Long-term debt, less current maturities				37,216			70,605			27,179			—			65,517			32,764			—			233,281
Amounts due to affiliates				120,090			15,168			14,634			7,343			285,305			275,943			(718,483	)		—
Deferred income taxes				(2,430	)		—			—			—			490			18,892			—			16,952
Other liabilities				—			—			—			—			945			9,523			—			10,468
		Total liabilities		155,666			86,190			40,545			8,422			353,275			423,663			(718,483	)		349,278
Shareholders'equity:
	Common stock			500			2			78			23			35,001			6,835			(41,939	)		500
	Additional paid-in capital			65,218			20,726			6,922			9,077			149,085			157,574			(355,382	)		53,220
	Treasury stock			(1,581	)		—			—			—			—			—			—			(1,581	)
	Retained earnings (deficit)			3,065			3,471			(10,544	)		22,538			(60,289	)		(25,719	)		87,330			19,852
	Dividends declared			—			—			—			—			—			(6,485	)		6,485			—
	Accumulated other comprehensive loss			(2,495	)		(7,147	)		(1,796	)		(4,303	)		(2,677	)		(6,529	)		16,737			(8,210	)
Total shareholders' equity				64,707			17,052			(5,340	)		27,335			121,120			125,676			(286,769	)		63,781
			$	220,373		$	103,242		$	35,205		$	35,757		$	474,395		$	549,339		$	(1,005,252	)	$	413,059

16

			Quarter ended March 30, 2001
			Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net cash (used in)/provided by operating activities			$	(2,662	)	$	(1,957	)	$	(883	)	$	5,044		$	(2,888	)	$	(2,413	)	$	(324	)	$	(6,083	)
Cash flows from investing activities:
	Proceeds from sales of assets			—			—			—			—			—			5			—			5
	Capital expenditures			—			—			—			—			—			(1,777	)		—			(1,777	)
		Net cash used in investing activities		—			—			—			—			—			(1,772	)		—			(1,772	)
Cash flows from financing activities:
	Net borrowings on revolving credit facility			—			—			—			—			14,600			8,372			—			22,972
	Repayment of long-term debt			—			—			—			—			(10,991	)		(1,631	)		—			(12,622	)
	Dividends paid																		(324	)		324			—
	Change in cash overdrafts			—			—			—			—			25			(536	)		—			(511	)
	Due to/from affiliates			2,662			1,957			931			(4,645	)		(749	)		(156	)		—			—
		Net cash provided by/(used in) financing activities		2,662			1,957			931			(4,645	)		2,885			5,725			324			9,839
Effect of exchange rate changes on cash				—			—			(48	)		(243	)		—			(775	)		—			(1,066	)
Net increase/(decrease) in cash and equivalents				—			—			—			156			(3	)		765			—			918
Cash and equivalents at beginning of period				—			—			—			—			27			8,107			—			8,134
Cash and equivalents at end of period			$	—		$	—		$	—		$	156		$	24		$	8,872		$	—		$	9,052

17

			Quarter ended March 31, 2000
			Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated Totals
Net cash (used in)/provided by operating activities			$	(1,004	)	$	(1,604	)	$	(954	)	$	3,306		$	5,175		$	(16,236	)	$	(11,317	)
Cash flows from investing activities:
	Proceeds from sales of assets			—			—			—			—			—			5			5
	Capital expenditures			—			—			—			—			(10	)		(2,685	)		(2,695	)
		Net cash used in investing activities		—			—			—			—			(10	)		(2,680	)		(2,690	)
Cash flows from financing activities:
	Net borrowings on revolving credit facility			—			—			—			—			16,000			3,257			19,257
	Repayment of long-term debt			—			—			—			—			(1,566	)		—			(1,566	)
	Changes in cash overdrafts			—			—			—			—			2,814			(4,209	)		(1,395	)
	Due to/from affiliates			1,004			1,604			981			(3,210	)		(18,964	)		18,585			—
		Net cash provided by/(used in) financing activities		1,004			1,604			981			(3,210	)		(1,716	)		17,633			16,296
Effect of exchange rate changes on cash				—			—			(27	)		(96	)		—			68			(55	)
Net increase/(decrease) in cash and equivalents				—			—			—			—			3,449			(1,215	)		2,234
Cash and equivalents at beginning of period				—			—			—			—			1,537			11,848			13,385
Cash and equivalents at end of period			$	—		$	—		$	—		$	—		$	4,986		$	10,633		$	15,619

18

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

Business Overview

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

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

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

Results of Operations

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

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

			Quarters ended
			March 30, 2001		March 30, 2000
Statements of Earnings Data:
Net sales			100.0	%	100.0	%
Costs and expenses:
	Cost of goods sold		82.4		82.1
	Selling and general		10.6		9.7
	Depreciation and amortization		3.4		2.6
		Earnings from operations	3.6		5.6
Interest expense, net			(5.0	)	(3.8	)
Other expense, net			(1.7	)	(0.1	)
		(Loss) earnings before income taxes	(3.1	)	1.7
(Benefit) provision for income taxes			(1.5	)	0.7
		Net (loss) earnings	(1.6	)%	1.0	%

19

		Net Sales Quarters ended						Earnings (loss) from Operations Quarters ended
In thousands		March 30, 2001		March 30, 2000		Increase/ (decrease)		March 30, 2001			March 31, 2000		Increase/ (decrease)
United States		$	77,360	$	85,062	(9.1	)%	$	(1,250	)	$	1,462	(185.5	)%
Europe			53,853		57,211	(5.9	)%		5,995			6,447	(7.0	)%
	Totals	$	131,213	$	142,273	(7.8	)%	$	4,745		$	7,909	(40.0	)%

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

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

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

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

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

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

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

20

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

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

Liquidity and Capital Resources

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

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

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

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

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

21

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

    Capital Expenditures.  The Company's capital expenditures were $1.8 million and $2.7 million for the quarters ended March 30, 2001 and March 31, 2000, respectively. Capital expenditures in 2001 include approximately $273.6 thousand for improvements to the paintlines in Corby, England and Roermond, The Netherlands, and approximately $1.0 million for several projects related to business expansion. The balance of capital expenditures relates primarily to purchases and upgrades of fabricating equipment. Capital expenditures in 2000 included approximately $1.3 million for several projects related to business expansion and cost reduction activities. The balance of capital expenditures in 2000 related to purchases and upgrades of fabricating equipment, transportation and material moving equipment, and information systems.

    The Company has made and will continue to make capital expenditures to comply with Environmental Laws. The Company estimates that its environmental capital expenditures for 2001 will approximate $150.0 thousand.

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

Environmental Matters

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

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

22

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Interest Rate Risk

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

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

Foreign Currency Exchange Risk

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

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

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Part II—Other Information

Item 6.  Exhibits and Reports on Form 8-K

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

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

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

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

26

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

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

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SIGNATURES

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

EURAMAX INTERNATIONAL, INC.

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

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QuickLinks

Part I—Financial Information

Item 1. Financial Statements

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

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk

Part II—Other Information
Item 6. Exhibits and Reports on Form 8-K

EX-10.32

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EXHIBIT 10.32

AMENDMENT, dated as of March 19, 2001 (this "Amendment"), among Euramax International Inc., a Delaware corporation ("Euramax U.S."), the other Loan Parties party to the Credit Agreement referred to below, each of the Majority Lenders (as defined in the Credit Agreement referred to below) party hereto and the Swing Loan Lender referred to below and BNP Paribas (formerly Banque Paribas), as agent (in such capacity, the "Agent") for the Lenders, the Swing Loan Lender and the Issuer, to the Amended and Restated Credit Agreement, dated as of July 16, 1997, as amended (said Agreement, as so amended and as the same may be further amended, supplemented or otherwise modified from time to time, being the "Credit Agreement", and the terms defined therein being used herein as therein defined unless otherwise defined herein), among Euramax U.S., the other Loan Parties party thereto, the financial institutions party thereto as lenders (the "Lenders"), the Swing Loan Lender referred to therein, the Issuer referred to therein and the Agent.

W I T N E S S E T H:

WHEREAS, the Loan Parties have requested that certain definitions and financial covenants in the Credit Agreement be amended and that the Credit Agreement be amended to allow the Loan Parties to engage in certain commodity options transactions; and

WHEREAS, the Loan Parties, the Majority Lenders party hereto and BNP Paribas, as Swing Loan Lender and Agent, are willing to agree to such amendments, subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

The Credit Agreement is hereby amended as follows:

(a)

Amendments to Section 1.1 of the Credit Agreement. (i) Section 1.1 of the Credit Agreement is amended by deleting the definitions of "Applicable Base Rate Margin", "Applicable Eurocurrency Margin", "EBITDA", "Level I Rate Period", "Level II Rate Period", "Level III Rate Period", "Level IV Rate Period" and "Level V Rate Period" therein and substituting in lieu thereof the following in their proper alphabetical order:

    "Applicable Base Rate Margin" means:

    (a) in the case of all Loans other than the U.S. Dollar Term B Loans, the U.S. Dollar Term C Loans and the U.S. Dollar Term D Loans, (i) 1.50% at all times during each Level I Rate Period, (ii) 1.25% at all times during each Level II Rate Period, (iii) 1.00% at all times during each Level III Rate Period, (iv) 0.75% at all times during each Level IV Rate Period, (v) 0.50% at all times during each Level V Rate Period and (vi) 0.25% at all times during each Level VI Rate Period;

    (b) in the case of the U.S. Dollar Term B Loans and the U.S. Dollar Term C Loans, (i) 2.00% at all times during each Level I Rate Period, (ii) 1.75% at all times during each Level II Rate Period, (iii) 1.50% at all times during each Level III Rate Period, (iv) 1.25% at all times during each Level IV Rate Period and (v) 1.00% at all times during each Level V Rate Period and each Level VI Rate Period; and

    (c) in the case of the U.S. Dollar Term D Loans, (i) 2.25% at all times during each Level I Rate Period, (ii) 2.00% at all times during each Level II Rate Period, (iii) 1.75% at all times during each Level III Rate Period, (iv) 1.50% at all times during each Level IV Rate Period and (v) 1.25% at all times during each Level V Rate Period and Level VI Rate Period.

1

    "Applicable Eurocurrency Margin" means:

    (a) in the case of all Loans other than the U.S. Dollar Term B Loans, the U.S. Dollar Term C Loans and the U.S. Dollar Term D Loans, (i) 2.50% at all times during each Level I Rate Period, (ii) 2.25% at all times during each Level II Rate Period, (iii) 2.00% at all times during each Level III Rate Period, (iv) 1.75% at all times during each Level IV Rate Period, (v) 1.50% at all times during each Level V Rate Period and (vi) 1.25% at all times during each Level VI Rate Period;

    (b) in the case of the U.S. Dollar Term B Loans and the U.S. Dollar Term C Loans, (i) 3.00% at all times during each Level I Rate Period, (ii) 2.75% at all times during each Level II Rate Period, (iii) 2.50% at all times during each Level III Rate Period, (iv) 2.25% at all times during each Level IV Rate Period and (v) 2.00% at all times during each Level V Rate Period and each Level VI Rate Period; and

    (c) in the case of the U.S. Dollar Term D Loans, (i) 3.25% at all times during each Level I Rate Period, (ii) 3.00% at all times during each Level II Rate Period, (iii) 2.75% at all times during each Level III Rate Period, (iv) 2.50% at all times during each Level IV Rate Period, (v) 2.25% at all times during each Level V Rate Period and Level VI Rate Period.

    "EBITDA" means, for any Person for any period, the Net Income (Loss) of such Person, including the pro forma Net Income (Loss) of any other Person acquired by such Person or a Subsidiary of such Person; for such period taken as a single accounting period, plus, without duplication, (a) the sum of the following amounts of such Person and its Subsidiaries (including the sum of the following amounts on a pro forma basis of any Person acquired by such Person or a Subsidiary of such Person) for such period determined on a consolidated basis in conformity with GAAP to the extent included in the determination of such Net Income (Loss): (i) depreciation expense, (ii) amortization expense, (iii) Net Interest Expense, (iv) income tax expense, (v) extraordinary losses (and other losses on Asset Sales not otherwise included in extraordinary losses determined on a consolidated basis in conformity with GAAP) and (vi) other non-recurring costs, including, without limitation, incurred in connection with the restructuring steps set forth in the December 1999 Amendment less (b) the sum of the following amounts of such Person and its Subsidiaries determined on a consolidated basis in conformity with GAAP to the extent included in the determination of such Net Income (Loss): (i) extraordinary gains (and other gains on Asset Sales not otherwise included in extraordinary gains determined on a consolidated basis in conformity with GAAP) and (ii) the Net Income (Loss) of any other Person that is accounted for by the equity method of accounting except to the extent of the amount of dividends or distributions paid to such Person.

    "Level I Rate Period" means, with respect to any Loan, each period (a) commencing on the last day of any Fiscal Quarter (i) as at the end of which the Ratio of Total Debt to EBITDA for the four Fiscal Quarters ended on such day exceeds 5.25 to 1.00, as reflected in a Ratio Notice with respect to such four Fiscal Quarters, or (ii) with respect to which four Fiscal Quarters period no Ratio Notice shall have been timely delivered, and (b) ending on the last day of the next succeeding Fiscal Quarter.

    "Level II Rate Period" means, with respect to any Loan, each period commencing on the last day of any Fiscal Quarter as at the end of which the Ratio of Total Debt to EBITDA for the four Fiscal Quarters ending on such day does not exceed 5.25 to 1.00 but is in excess of 5.00 to 1.00, as reflected in a Ratio Notice with respect to such Fiscal Quarters, and ending on the last day of next succeeding Fiscal Quarter.

    "Level III Rate Period" means, with respect to any Loan, each period commencing on the last day of a Fiscal Quarter as at the end of which the Ratio of Total Debt to EBITDA for the four Fiscal Quarters ended on such day does not exceed 5.00 to 1.00 but is in excess of 4.50 to 1.00, as reflected in a Ratio Notice with respect to such four Fiscal Quarters, and ending on the last day of the next succeeding Fiscal Quarter.

2

    "Level IV Rate Period" means, with respect to any Loan, each period commencing on the last day of a Fiscal Quarter as at the end of which the Ratio of Total Debt to EBITDA for the four Fiscal Quarters ended on such day does not exceed 4.50 to 1.00 but is in excess of 4.00 to 1.00, as reflected in a Ratio Notice with respect to such four Fiscal Quarters, and ending on the last day of the next succeeding Fiscal Quarter.

    "Level V Rate Period" means, with respect to any Loan, each period commencing on the last day of a Fiscal Quarter as at the end of which the Ratio of Total Debt to EBITDA for the four Fiscal Quarters ended on such day does not exceed 4.00 to 1.00 but is in excess of 3.50 to 1.00, as reflected in a Ratio Notice with respect to such four Fiscal Quarters, and ending on the last day of the next succeeding Fiscal Quarter.

(ii) Section 1.1 of the Credit Agreement is further amended by inserting the following new definition in its proper alphabetical order:

    "Level VI Rate Period" means, with respect to any Loan, each period commencing on the last day of a Fiscal Quarter as at the end of which the ratio of Total Debt to EBITDA for the four Fiscal Quarters ended on such day is equal to or less than 3.50 to 1.00, as reflected in a Ratio Notice with respect to such four Fiscal Quarters, and ending on the last day of the next succeeding Fiscal Quarter".

    (b) Amendment to Section 5.1 of the Credit Agreement. Section 5.1 of the Credit Agreement is amended by deleting each of the maximum leverage ratios for the Fiscal Quarters ending in 2001 therein and substituting in lieu thereof the following:

"For the Fiscal Quarter Ending On	Maximum Ratio
March 31, 2001	5.75 to 1.00
June 30, 2001	6.00 to 1.00
September 30, 2001	5.25 to 1.00
December 31, 2001	4.75 to 1.00	".

    (c) Amendment to Section 5.4 of the Credit Agreement. Section 5.4 of the Credit Agreement is amended by deleting each of the minimum interest coverage ratios for the Fiscal Quarters ending on March 31, 2001 and June 30, 2001 therein and substituting in lieu thereof the following:

"For the Fiscal Quarter Ending On	Minimum Interest Coverage Ratio
March 31, 2001	1.75 to 1.00
June 30, 2001	1.75 to 1.00	".

    (d) Amendment to Section 5.5 of the Credit Agreement. Section 5.5 of the Credit Agreement is amended by deleting each of the minimum EBITDA amounts for the Fiscal Quarters ending in 2001 therein and substituting in lieu thereof the following:

"For the Fiscal Quarter Ending On	Maximum Amount
March 31, 2001	45,000,000
June 30, 2001	42,500,000
September 30, 2001	47,500,000
December 31, 2001	48,500,000	".

3

    (e) Amendment to Section 7.11 of the Credit Agreement. Section 7.11 of the Credit Agreement is amended by deleting clause (b) thereof and substituting in lieu thereof the following:

"(b) engage in any speculative transaction or in any transactions involving commodity options or future contracts, except for (i) Currency Contracts and interest rate protection agreements permitted by Section 7.6(e) and (ii) non-speculative commodity options transactions in order to hedge against fluctuations in revenues and costs in the ordinary course of business".

    SECTION 2.  Effectiveness.  This Amendment shall become effective as of the April 2000 Amendment Effective Date upon (a) the Agent having executed a counterpart hereof and having received counterparts hereof executed by the Majority Lenders, the Swing Loan Lender and each Loan Party and (b) the Agent having received an amendment fee for the account of each Lender executing this Amendment in the amount equal to 0.25% of the sum of such Lender's aggregate extensions of credit and its unutilized Commitments as of the first date upon which each of the conditions set forth in this Section 2 are satisfied.

    SECTION 3.  Representations and Warranties.  Each of the Loan Parties represents and warrants as to itself and each of its Subsidiaries as follows:

(a)

The execution, delivery and performance of this Amendment has been duly authorized by all necessary corporate action, and this Amendment and the Loan Documents as amended hereby, and the transactions contemplated hereby and thereby, do not and will not (i) require any consent or approval of the stockholders of any Loan Party or any of its Subsidiaries or any third party, other than any consents or approvals that have already been obtained and which remain in full force and effect, (ii) violate any Requirement of Law, (iii) result in a breach of or constitute a default under any Contractual Obligation to which any Loan Party or any of its Subsidiaries is a party or by which any of them or their respective properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien of any nature upon or with respect to any of the properties now owned or hereafter acquired by any Loan Party or any of its Subsidiaries (other than pursuant to the Loan Documents).

(b)

All authorizations, consents, approvals of, licenses of, or filings or registrations with, any court or Governmental Authority, required in connection with the execution, delivery and performance by any Loan Party of this Amendment and the performance by each Loan Party of the Loan Documents as amended hereby, and the consummation by each Loan Party of the transactions contemplated hereby and thereby, have been obtained, given, filed or taken and are in full force and effect.

(c)

This Amendment has been duly executed and delivered by each Loan Party, and each of this Amendment and each Loan Document as amended hereby constitutes the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

(d)

There exists no judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions upon the execution, delivery and performance of this Amendment or the Loan Documents as amended hereby or upon the consummation of the transactions contemplated hereby or thereby.

(e)

None of the transactions contemplated by this Amendment or the Loan Documents as amended hereby will have or could have a Material Adverse Effect, and the execution, delivery and performance of this Amendment will not and could not adversely affect the Liens of any Collateral Document.

4

(f)

No provision of any Related Document or any other Contractual Obligation of any Loan Party would prohibit, restrict or impose any conditions on this Amendment or the Loan Documents as amended hereby, and no consent under any Related Document or other Contractual Obligation is required for the execution, delivery or performance of this Amendment, or the Loan Documents as amended hereby, or for the consummation of any of the transactions contemplated hereby, including the transactions contemplated by the amendments set forth herein except as specifically contemplated hereby.

(g)

Each of the representations and warranties contained in each Loan Document are true and correct on and as of the date hereof, and no Default or Event of Default has occurred or is continuing or would result from the consummation of any transaction contemplated hereby.

    SECTION 4.  Costs and Expenses.  The Loan Parties jointly and severally agree to pay (a) all costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and (b) all costs and expenses otherwise required to be paid under Section 10.4 of the Credit Agreement.

    SECTION 5.  Miscellaneous.

(a)

Upon the effectiveness of this Amendment each reference in any Loan Document to "this Agreement", "hereunder", "herein", or words of like import, and each reference in any other Loan Document to such Loan Document, shall mean and be a reference to such Loan Document as amended or waived hereby.

(b)

Except as specifically amended or waived hereby, each Loan Document shall remain in full force and effect and is hereby ratified and confirmed.

(c)

The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of the Lenders, the Issuer, the Swing Loan Lender or the Agent under any Loan Document, nor constitute a waiver of any provision of any Loan Document.

(d)

This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

(e)

THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(f)

EACH LOAN PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AMENDMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE ISSUER, ANY LENDER OR ANY LOAN PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THIS AMENDMENT.

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5

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

EURAMAX INTERNATIONAL INC.

By:

Title:

EURAMAX INTERNATIONAL HOLDINGS LIMITED

By:

Title:

EURAMAX INTERNATIONAL LIMITED

By:

Title:

EURAMAX EUROPEAN HOLDINGS LIMITED

By:

Title:

EURAMAX CONTINENTAL LIMITED

By:

Title:

EURAMAX EUROPEAN HOLDINGS, B.V.

By:

Title:

6

EURAMAX EUROPE LIMITED

By:

Title:

EURAMAX NETHERLANDS B.V.

By:

Title:

EURAMAX HOLDINGS LIMITED

By:

Title:

EURAMAX EUROPE B.V.

By:

Title:

ELLBEE LIMITED

By:

Title:

EURAMAX COATED PRODUCTS LIMITED

By:

Title:

7

AMERIMAX HOLDINGS, INC.
AMERIMAX FABRICATED PRODUCTS, INC.
AMERIMAX BUILDING PRODUCTS, INC.
AMERIMAX COATED PRODUCTS, INC.
AMERIMAX RICHMOND COMPANY
AMERIMAX HOME PRODUCTS, INC.
AMERIMAX LAMINATED PRODUCTS, INC.

By:

Title:

FABRAL HOLDINGS, INC.
  (formerly, Gentek Holdings, Inc.)
FABRAL, INC.
  (formerly, Gentek Building Products, Inc.)

By:

Title:

BNP PARIBAS (formerly, Banque Paribas), as Agent, as a Lender, as the Issuer and as Swing Loan

By:

Title:

By:

Title:

FLEET NATIONAL BANK (formerly, BANKBOSTON, N.A.), as a Lender

By:

Title:

SUNTRUST BANK, ATLANTA, as a Lender

By:

Title:

8

BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC., as a Lender

By:

Title:

By:

Title:

LASALLE BANK NATIONAL ASSOCIATION, as a Lender

By:

Title:

WACHOVIA BANK, N.A., as a Lender

By:

Title:

BANK ONE, NA, as a Lender

By:

Title:

PPM AMERICA, INC., as attorney in fact, on behalf of Jackson National Life Insurance Company, as a Lender

By:

Title:

9

DE NATIONALE INVESTERINGS BANK N.V., as a Lender

By:

Title:

By:

Title:

FLEET NATIONAL BANK, as a Lender

By:

Title:

10

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EXHIBIT 10.32