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 August 9, 2013, reporting Euramax Holdings, Inc.'s financial results for the second quarter 2013. |
EURAMAX HOLDINGS, INC. | |||
Date: August 9, 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 August 9, 2013. |
• | Net sales increased $6.1 million, or 2.7%, to $229.9 million in the second quarter of 2013 compared to $223.8 million in the second quarter of 2012. Total net sales for the Company's U.S. and European segments increased $5.1 million and $1.0 million, respectively, over the prior year quarter. Net sales in the U.S. Residential Products Segment increased due to higher demand for products in both the home center and distributor markets. Sales of these products benefited from the release of pent up demand resulting from longer and more severe winter weather conditions during the 1st quarter of 2013. Improvements in net sales of our vinyl window and patio offerings were driven by broader recovery in the residential repair and remodel sector. Increases in net sales were offset by lower selling prices in the U.S. Commercial Products segment associated with declines in metal raw material costs. Despite lower end market demand in Western Europe, net sales for the Company's European segments increased over the prior year quarter. These increases reflect higher demand for specialty coated coils and panels used in architectural and industrial projects as a result of ongoing business development initiatives primarily in emerging markets. Foreign currency translation did not have a significant impact on net sales during the quarter. |
• | Income from operations increased $1.8 million to $9.9 million in the second quarter of 2013 compared to $8.1 million for the second quarter of 2012. Income from operations increased primarily as a result of higher demand in the U.S. Residential Products segment and due to customer and product profitability initiatives in Europe. These increases, were partially offset by net sales declines in the U.S. Commercial Products segment. Income from operations in the second quarter of 2013 was also negatively impacted by non-recurring other operating charges totaling $1.1 million, compared to $0.9 million recorded in the second quarter of 2012. Other operating charges in the second quarter of 2013 were primarily related to restructuring initiatives in the European Engineered Products segment including the relocation from multiple plant facilities in the UK into one operating location. |
• | Adjusted EBITDA is a significant operating measure used by the Company to measure its operating performance and liquidity. Adjusted EBITDA was $20.8 million in the second quarter of 2013 compared to $19.2 million in the second quarter of 2012, an increase of $1.6 million, or 8.3%. |
June 28, 2013 | December 31, 2012 | ||||||
ASSETS | (unaudited) | ||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 5,101 | $ | 10,024 | |||
Accounts receivable, less allowances of $2,439 and $2,751, respectively | 106,664 | 73,876 | |||||
Inventories, net | 100,998 | 89,294 | |||||
Income taxes receivable | 1,198 | 1,527 | |||||
Deferred income taxes | 905 | 907 | |||||
Other current assets | 6,568 | 4,789 | |||||
Total current assets | 221,434 | 180,417 | |||||
Property, plant and equipment, net | 130,831 | 141,208 | |||||
Goodwill | 197,126 | 199,375 | |||||
Customer relationships, net | 47,119 | 54,589 | |||||
Other intangible assets, net | 7,373 | 7,475 | |||||
Deferred income taxes | 85 | 68 | |||||
Other assets | 9,726 | 11,290 | |||||
Total assets | $ | 613,694 | $ | 594,422 | |||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |||||||
Current liabilities: | |||||||
Accounts payable, including cash overdrafts of $5,144 and $0, respectively | $ | 80,920 | $ | 55,883 | |||
Accrued expenses and other current liabilities | 27,228 | 30,667 | |||||
Accrued interest payable | 9,006 | 9,017 | |||||
Current portion of long-term debt | 3,333 | — | |||||
Deferred income taxes | 835 | 847 | |||||
Total current liabilities | 121,322 | 96,414 | |||||
Long-term debt | 539,869 | 516,674 | |||||
Deferred income taxes | 20,350 | 20,419 | |||||
Other liabilities | 46,432 | 46,907 | |||||
Total liabilities | 727,973 | 680,414 | |||||
Shareholders’ deficit: | |||||||
Common stock | 189 | 189 | |||||
Additional paid-in capital | 723,431 | 721,869 | |||||
Accumulated loss | (848,527 | ) | (818,855 | ) | |||
Accumulated other comprehensive income | 10,628 | 10,805 | |||||
Total shareholders’ deficit | (114,279 | ) | (85,992 | ) | |||
Total liabilities and shareholders’ deficit | $ | 613,694 | $ | 594,422 |
Three months ended | Six months ended | ||||||||||||||
June 28, 2013 | June 29, 2012 | June 28, 2013 | June 29, 2012 | ||||||||||||
Net sales | $ | 229,861 | $ | 223,792 | $ | 402,406 | $ | 422,475 | |||||||
Costs and expenses: | |||||||||||||||
Cost of goods sold (excluding depreciation and amortization) | 190,461 | 185,135 | 339,631 | 351,700 | |||||||||||
Selling and general (excluding depreciation and amortization) | 19,940 | 21,039 | 39,380 | 43,920 | |||||||||||
Depreciation and amortization | 8,450 | 8,633 | 17,043 | 17,314 | |||||||||||
Other operating charges | 1,126 | 920 | 3,900 | 1,762 | |||||||||||
Income from operations | 9,884 | 8,065 | 2,452 | 7,779 | |||||||||||
Interest expense | (13,854 | ) | (13,861 | ) | (27,452 | ) | (27,397 | ) | |||||||
Other income (loss), net | 2,111 | (8,863 | ) | (4,234 | ) | (2,819 | ) | ||||||||
Loss before income taxes | (1,859 | ) | (14,659 | ) | (29,234 | ) | (22,437 | ) | |||||||
(Benefit) provision for income taxes | (303 | ) | 933 | 438 | 1,275 | ||||||||||
Net loss | $ | (1,556 | ) | $ | (15,592 | ) | $ | (29,672 | ) | $ | (23,712 | ) |
Six months ended | |||||||
June 28, 2013 | June 29, 2012 | ||||||
Net cash used in operating activities | $ | (33,383 | ) | $ | (21,387 | ) | |
Cash flows from investing activities: | |||||||
Proceeds from sales of assets | 2,186 | 1,233 | |||||
Capital expenditures | (4,958 | ) | (2,647 | ) | |||
Net cash used in investing activities | (2,772 | ) | (1,414 | ) | |||
Cash flows from financing activities: | |||||||
Net borrowings on ABL Credit Facility | 22,953 | 17,635 | |||||
Changes in cash overdrafts | 5,144 | 3,027 | |||||
Net borrowings on Dutch Revolving Credit Facility | 3,333 | — | |||||
Debt issuance costs | (175 | ) | (47 | ) | |||
Net cash provided by financing activities | 31,255 | 20,615 | |||||
Effect of exchange rate changes on cash | (23 | ) | (240 | ) | |||
Net decrease in cash and cash equivalents | (4,923 | ) | (2,426 | ) | |||
Cash and cash equivalents at beginning of period | 10,024 | 14,327 | |||||
Cash and cash equivalents at end of period | $ | 5,101 | $ | 11,901 |
Three months ended | Six months ended | ||||||||||||||
June 28, 2013 | June 29, 2012 | June 28, 2013 | June 29, 2012 | ||||||||||||
Net loss | $ | (1,556 | ) | $ | (15,592 | ) | $ | (29,672 | ) | $ | (23,712 | ) | |||
Add: | |||||||||||||||
Interest expense | 13,854 | 13,861 | 27,452 | 27,397 | |||||||||||
Depreciation and amortization (a) | 8,450 | 8,845 | 17,043 | 17,643 | |||||||||||
(Benefit) provision for income taxes | (303 | ) | 933 | 438 | 1,275 | ||||||||||
Adjustments: | |||||||||||||||
Other loss (income), net (b) | (2,111 | ) | 8,863 | 4,234 | 2,819 | ||||||||||
Plant closure, severance, relocation and one-time compensation costs | 1,447 | 863 | 2,960 | 1,204 | |||||||||||
Stock compensation expense | 794 | 773 | 1,562 | 1,527 | |||||||||||
Long term incentive plan | 172 | 557 | 487 | 1,113 | |||||||||||
Non-recurring consulting, legal and professional fees | 28 | 57 | 43 | 558 | |||||||||||
Loss on asset held for sale (c) | — | — | 1,594 | — | |||||||||||
Adjusted EBITDA | $ | 20,775 | $ | 19,160 | $ | 26,141 | $ | 29,824 |
(a) | Depreciation and amortization for the first half 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 (income), net for the quarter ended June 28, 2013 is primarily comprised of translation gains of approximately $(2.2) million on intercompany obligations, offset by losses of $0.1 million on forward foreign currency contracts. Other loss, net for the six months ended June 28, 2013 is primarily comprised of translation losses of approximately $4.8 million on intercompany obligations, offset by gains of $(0.5) million as a result of favorable legal settlements and $(0.1) million of forward foreign currency contracts. Other loss, net for the three months ended June 29, 2012 included translation losses on intercompany obligations of approximately $9.2 million, offset by gains of $(0.3) million on forward foreign currency contracts. Other loss, net for the six months ended June 29, 2012 included translation losses on intercompany obligations of approximately $3.5 million, partially offset by a $(0.5) million gain on the sale of assets related to the exit of our RV door product line and gains of $(0.1) million on forward foreign currency contracts. |
(C) | Loss on assets held for sale for the six months ended June 28, 2013 includes the sale of land and buildings as part of restructuring activities in the European Engineered Products segment related to the consolidation and relocation of multiple plant facilities into one location. |