Delaware (State or other jurisdiction of incorporation) | 333-05978 (Commission File Number) | 58-2502320 (I.R.S. Employer Identification Number) |
303 Research Drive, Suite 400 Norcross, GA 30092 (Address of principal executive offices, including zip code) |
Exhibit No. | Description | |
99.1 | Press Release of Euramax Holdings, Inc. dated May 10, 2013, reporting Euramax Holdings, Inc.'s financial results for the first quarter 2013. |
EURAMAX HOLDINGS, INC. | |||
Date: May 10, 2013 | By: | /s/ R. Scott Vansant | |
Name: R. Scott Vansant | |||
Title: Senior Vice President and Chief Financial Officer | |||
Exhibit No. | Description | |
99.1 | Press Release dated May 10, 2013. |
• | Net sales declined $26.2 million, or 13.2%, to $172.5 million in the first quarter of 2013 compared to $198.7 million in the first quarter of 2012. Net sales for the first quarter of 2013 in the U.S. operating segments were negatively impacted by severe winter weather conditions which resulted in the delay of residential repair and remodel and commercial construction activities. For the Company's U.S. operating segments, the impact of the severe winter weather was compounded by mild winter weather experienced in first quarter of 2012, which resulted in higher than normal sales activity in the prior year quarter. Additionally, the Company's European segments continue to be negatively impacted by economic uncertainty and reduced consumer confidence in the Company's primary end markets. Accordingly, demand from European customers weakened compared to the first quarter of 2012. |
• | Income (loss) from operations declined $(7.1) million, to a loss of $(7.4) million in the first quarter of 2013 compared to a loss of $(0.3) million for the first quarter of 2012. The decline in income (loss) from operations is primarily the result of lower net sales in both the U.S. and European operating segments. Income (loss) from operations in the first quarter of 2013, was also negatively impacted by non-recurring other operating charges totaling $2.8 million. These charges are primarily comprised of restructuring and relocation initiatives in the European Engineered Products segment including a $1.6 million loss related to the reclassification of land and buildings from property, plant and equipment to assets held for sale and $0.6 million of severance and relocation costs. These initiatives include the relocation from multiple plant facilities in the UK into one operating location and are intended to reduce overhead costs and streamline operations. The remaining $0.6 million of other operating charges for the quarter are comprised primarily of severance and relocation costs in both the U.S. and Europe related to various organizational initiatives to reduce operating costs and improve efficiencies. |
• | Despite the overall decline in income (loss) from operations, the Company's cost saving and restructuring initiatives resulted in an overall reduction in selling and general costs of approximately $3.5 million, or 15.1%, over the prior year quarter. These savings were primarily the result of organizational initiatives in both North America and Europe including the rationalization of the Company's manufacturing and distribution foot print and the achievement of production efficiency gains and procurement savings. The Company expects these initiatives to contribute to higher levels of operating performance as markets recover. |
• | Adjusted EBITDA is a significant operating measure used by the Company to measure its operating performance and liquidity. Adjusted EBITDA was $5.4 million in the first quarter of 2013 compared to $10.7 million in the first quarter of 2012. |
March 29, 2013 | December 31, 2012 | ||||||
ASSETS | (unaudited) | ||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 4,187 | $ | 10,024 | |||
Accounts receivable, less allowances of $2,402 and $2,751, respectively | 88,792 | 73,876 | |||||
Inventories, net | 104,407 | 89,294 | |||||
Income taxes receivable | 1,117 | 1,527 | |||||
Deferred income taxes | 904 | 907 | |||||
Other current assets | 7,791 | 4,789 | |||||
Total current assets | 207,198 | 180,417 | |||||
Property, plant and equipment, net | 132,279 | 141,208 | |||||
Goodwill | 195,585 | 199,375 | |||||
Customer relationships, net | 50,397 | 54,589 | |||||
Other intangible assets, net | 7,327 | 7,475 | |||||
Deferred income taxes | 77 | 68 | |||||
Other assets | 10,310 | 11,290 | |||||
Total assets | $ | 603,173 | $ | 594,422 | |||
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 67,499 | $ | 55,883 | |||
Accrued expenses and other current liabilities | 28,034 | 30,667 | |||||
Accrued interest payable | 17,907 | 9,017 | |||||
Current portion of long-term debt | 11,510 | — | |||||
Deferred income taxes | 823 | 847 | |||||
Total current liabilities | 125,773 | 96,414 | |||||
Long-term debt | 524,611 | 516,674 | |||||
Deferred income taxes | 20,653 | 20,419 | |||||
Other liabilities | 45,577 | 46,907 | |||||
Total liabilities | 716,614 | 680,414 | |||||
Shareholders’ (deficit) equity: | |||||||
Common stock | 189 | 189 | |||||
Additional paid-in capital | 722,637 | 721,869 | |||||
Accumulated loss | (846,971 | ) | (818,855 | ) | |||
Accumulated other comprehensive income | 10,704 | 10,805 | |||||
Total shareholders’ (deficit) equity | (113,441 | ) | (85,992 | ) | |||
Total liabilities and shareholders’ (deficit) equity | $ | 603,173 | $ | 594,422 |
Three months ended | |||||||
March 29, 2013 | March 30, 2012 | ||||||
Net sales | $ | 172,545 | $ | 198,683 | |||
Costs and expenses: | |||||||
Cost of goods sold (excluding depreciation and amortization) | 149,170 | 166,565 | |||||
Selling and general (excluding depreciation and amortization) | 19,440 | 22,881 | |||||
Depreciation and amortization | 8,593 | 8,681 | |||||
Other operating charges | 2,774 | 842 | |||||
Loss from operations | (7,432 | ) | (286 | ) | |||
Interest expense | (13,598 | ) | (13,536 | ) | |||
Other (loss) income, net | (6,345 | ) | 6,044 | ||||
Loss before income taxes | (27,375 | ) | (7,778 | ) | |||
Provision for income taxes | 741 | 342 | |||||
Net loss | $ | (28,116 | ) | $ | (8,120 | ) |
Three months ended | |||||||
March 29, 2013 | March 30, 2012 | ||||||
Net cash used in provided by operating activities | $ | (23,328 | ) | $ | (666 | ) | |
Cash flows from investing activities: | |||||||
Proceeds from sales of assets | 116 | 1,169 | |||||
Capital expenditures | (2,226 | ) | (1,426 | ) | |||
Net cash used in investing activities | (2,110 | ) | (257 | ) | |||
Cash flows from financing activities: | |||||||
Net borrowings on Dutch Revolving Credit Facility | 11,510 | — | |||||
Net borrowings (repayments) on ABL Credit Facility | 7,802 | (206 | ) | ||||
Debt issuance costs | (175 | ) | (46 | ) | |||
Net cash provided by (used in) financing activities | 19,137 | (252 | ) | ||||
Effect of exchange rate changes on cash | 464 | 36 | |||||
Net decrease in cash and cash equivalents | (5,837 | ) | (1,139 | ) | |||
Cash and cash equivalents at beginning of period | 10,024 | 14,327 | |||||
Cash and cash equivalents at end of period | $ | 4,187 | $ | 13,188 |
Three months ended | |||||||
March 29, 2013 | March 30, 2012 | ||||||
Net loss | $ | (28,116 | ) | $ | (8,120 | ) | |
Add: | |||||||
Interest expense | 13,598 | 13,536 | |||||
Depreciation and amortization (a) | 8,593 | 8,845 | |||||
Provision for income taxes | 741 | 342 | |||||
Adjustments: | |||||||
Other loss (income), net (b) | 6,345 | (6,044 | ) | ||||
Loss on asset held for sale (c) | 1,594 | — | |||||
Severance, relocation and one-time compensation costs | 1,513 | 785 | |||||
Stock compensation expense | 768 | 755 | |||||
Long term incentive plan | 315 | 557 | |||||
Non-recurring consulting, legal and professional fees | 15 | 57 | |||||
Adjusted EBITDA | $ | 5,366 | $ | 10,713 |
(a) | Depreciation and amortization for the first quarter of 2012 included amortization attributable to royalty payments under a minimum purchase agreement entered into in connection with our acquisition of a product line in 2005, which was being recognized in net sales. The royalty agreement was fully amortized as of September 28, 2012. |
(b) | Other loss (income), net for the three months ended March 29, 2013 is primarily comprised of translation losses of approximately $7.0 million on intercompany obligations, partially offset by gains of $0.4 as a result of favorable legal settlements and $0.3 million of forward foreign currency contracts. Other (income), net for the three months ended March 30, 2012 included translation gains of approximately $5.7 million on intercompany obligations and a $0.5 million gain on the sale of assets related to the exit of our RV door product line. |
(C) | Loss on assets held for sale for the three months ended March 29, 2013 includes the reclassification of land and buildings from property, plant and equipment to assets held for sale as part of restructuring activities in the European Engineered Products segment related to the consolidation and relocation of multiple plant facilities into one location. |