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 November 8, 2013, reporting Euramax Holdings, Inc.'s financial results for the third quarter 2013. |
EURAMAX HOLDINGS, INC. | |||
Date: November 8, 2013 | By: | /s/ Mary S. Cullin | |
Name: Mary S. Cullin | |||
Title: Senior Vice President, Chief Financial Officer and Treasurer | |||
Exhibit No. | Description | |
99.1 | Press Release dated November 8, 2013. |
• | Net sales increased $8.6 million, or 3.9%, to $227.8 million in the third quarter of 2013 compared to $219.2 million in the third quarter of 2012. 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 more favorable weather conditions in the third quarter compared to the severe drought conditions experienced in the prior year quarter. Higher demand from contractors for our vinyl window and patio offerings continued in the third quarter of 2013 driven by broader improvements in the residential repair and remodel sector. Increases in net sales were offset by lower demand in the Euorpean Roll Coated Aluminum segment for specialty coated coil and panels used in architectural and industrial projects in Western Europe. Demand in these markets has been negatively impacted by continuing economic uncertainty and reduced consumer confidence. These net sales declines in Europe were partially offset by ongoing business development initiatives in emerging markets. The strengthening of the euro and British pound sterling against the U.S. dollar resulted in an approximate $1.9 million increase in net sales during the quarter. |
• | Income from operations increased $2.1 million to $8.7 million in the third quarter of 2013 compared to $6.6 million for the third quarter of 2012. Income from operations increased primarily as a result of higher demand in the U.S. Residential and Commercial Products segments, partially offset by lower net sales volumes in our European Roll Coated Aluminum segment. Income from operations in the third quarter of 2013 was also negatively impacted by non-recurring other operating charges totaling $1.5 million, compared to $0.8 million recorded in the third quarter of 2012. Other operating charges in the third quarter of 2013 were primarily related to restructuring initiatives in our European operating segments. |
• | Adjusted EBITDA is a significant operating measure used by the Company to measure its operating performance and liquidity. Adjusted EBITDA was $20.0 million in the third quarter of 2013 compared to $17.0 million in the third quarter of 2012, an increase of $3.0 million, or 17.6%. |
September 27, 2013 | December 31, 2012 | ||||||
ASSETS | (unaudited) | ||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 9,460 | $ | 10,024 | |||
Accounts receivable, less allowances of $2,597 and $2,751, respectively | 101,317 | 73,876 | |||||
Inventories, net | 106,933 | 89,294 | |||||
Income taxes receivable | 747 | 1,527 | |||||
Deferred income taxes | 909 | 907 | |||||
Other current assets | 6,197 | 4,789 | |||||
Total current assets | 225,563 | 180,417 | |||||
Property, plant and equipment, net | 131,261 | 141,208 | |||||
Goodwill | 201,952 | 199,375 | |||||
Customer relationships, net | 44,242 | 54,589 | |||||
Other intangible assets, net | 7,223 | 7,475 | |||||
Deferred income taxes | 98 | 68 | |||||
Other assets | 9,304 | 11,290 | |||||
Total assets | $ | 619,643 | $ | 594,422 | |||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 70,366 | $ | 55,883 | |||
Accrued expenses and other current liabilities | 30,116 | 30,667 | |||||
Accrued interest payable | 21,714 | 9,017 | |||||
Current portion of long-term debt | 1,836 | — | |||||
Deferred income taxes | 868 | 847 | |||||
Total current liabilities | 124,900 | 96,414 | |||||
Long-term debt | 536,525 | 516,674 | |||||
Deferred income taxes | 19,466 | 20,419 | |||||
Other liabilities | 36,096 | 46,907 | |||||
Total liabilities | 716,987 | 680,414 | |||||
Shareholders’ deficit: | |||||||
Common stock | 195 | 189 | |||||
Additional paid-in capital | 724,109 | 721,869 | |||||
Accumulated loss | (832,268 | ) | (818,855 | ) | |||
Accumulated other comprehensive income | 10,620 | 10,805 | |||||
Total shareholders’ deficit | (97,344 | ) | (85,992 | ) | |||
Total liabilities and shareholders’ deficit | $ | 619,643 | $ | 594,422 |
Three months ended | Nine months ended | ||||||||||||||
September 27, 2013 | September 28, 2012 | September 27, 2013 | September 28, 2012 | ||||||||||||
Net sales | $ | 227,835 | $ | 219,173 | $ | 630,241 | $ | 641,648 | |||||||
Costs and expenses: | |||||||||||||||
Cost of goods sold (excluding depreciation and amortization) | 188,792 | 182,557 | 528,423 | 534,257 | |||||||||||
Selling and general (excluding depreciation and amortization) | 20,387 | 20,503 | 59,767 | 64,423 | |||||||||||
Depreciation and amortization | 8,514 | 8,624 | 25,557 | 25,938 | |||||||||||
Other operating charges | 1,455 | 840 | 5,355 | 2,602 | |||||||||||
Multiemployer pension withdrawal expense | — | 39 | — | 39 | |||||||||||
Income from operations | 8,687 | 6,610 | 11,139 | 14,389 | |||||||||||
Interest expense | (13,805 | ) | (13,394 | ) | (41,257 | ) | (40,791 | ) | |||||||
Other income, net | 8,295 | 3,494 | 4,061 | 675 | |||||||||||
Income (loss) before income taxes | 3,177 | (3,290 | ) | (26,057 | ) | (25,727 | ) | ||||||||
Benefit from income taxes | (13,082 | ) | (2,115 | ) | (12,644 | ) | (840 | ) | |||||||
Net income (loss) | $ | 16,259 | $ | (1,175 | ) | $ | (13,413 | ) | $ | (24,887 | ) |
Nine months ended | |||||||
September 27, 2013 | September 28, 2012 | ||||||
Net cash used in operating activities | $ | (16,736 | ) | $ | (4,625 | ) | |
Cash flows from investing activities: | |||||||
Proceeds from sales of assets | 2,288 | 1,289 | |||||
Capital expenditures | (7,355 | ) | (4,586 | ) | |||
Purchase of a business, net of cash acquired | — | (6,446 | ) | ||||
Net cash used in investing activities | (5,067 | ) | (9,743 | ) | |||
Cash flows from financing activities: | |||||||
Net borrowings on ABL Credit Facility | 19,514 | 7,113 | |||||
Net borrowings on Dutch Revolving Credit Facility | 1,836 | — | |||||
Debt issuance costs | (175 | ) | (59 | ) | |||
Changes in cash overdrafts | — | 3,467 | |||||
Net cash provided by financing activities | 21,175 | 10,521 | |||||
Effect of exchange rate changes on cash | 64 | (690 | ) | ||||
Net decrease in cash and cash equivalents | (564 | ) | (4,537 | ) | |||
Cash and cash equivalents at beginning of period | 10,024 | 14,327 | |||||
Cash and cash equivalents at end of period | $ | 9,460 | $ | 9,790 |
Three months ended | Nine months ended | ||||||||||||||
September 27, 2013 | September 28, 2012 | September 27, 2013 | September 28, 2012 | ||||||||||||
Net income (loss) | $ | 16,259 | $ | (1,175 | ) | $ | (13,413 | ) | $ | (24,887 | ) | ||||
Add: | |||||||||||||||
Interest expense | 13,805 | 13,394 | 41,257 | 40,791 | |||||||||||
Depreciation and amortization (a) | 8,514 | 8,791 | 25,557 | 26,434 | |||||||||||
Benefit from income taxes | (13,082 | ) | (2,115 | ) | (12,644 | ) | (840 | ) | |||||||
Adjustments: | |||||||||||||||
Other income, net (b) | (8,295 | ) | (3,494 | ) | (4,061 | ) | (675 | ) | |||||||
Plant closure, severance, relocation and one-time compensation costs | 1,789 | 426 | 4,749 | 1,630 | |||||||||||
Stock compensation expense | 683 | 754 | 2,245 | 2,281 | |||||||||||
Long term incentive plan | 315 | — | 802 | 1,113 | |||||||||||
Non-recurring consulting, legal and professional fees | 3 | 187 | 46 | 745 | |||||||||||
Loss on asset held for sale (c) | — | — | 1,594 | — | |||||||||||
Multiemployer pension withdrawal expense | — | 39 | — | 39 | |||||||||||
Acquisition-related costs | — | 227 | — | 227 | |||||||||||
Adjusted EBITDA | $ | 19,991 | $ | 17,034 | $ | 46,132 | $ | 46,858 |
(a) | Depreciation and amortization for 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 three months ended September 27, 2013 is primarily comprised of translation gains on intercompany obligations of approximately $8.9 million, offset by losses of $0.3 million on forward foreign currency contracts. Other income, net for the three months ended September 28, 2012 included translation gains on intercompany obligations of approximately $3.8 million, which were partially offset by losses of $0.2 million on forward foreign currency contracts. |
(C) | Loss on assets held for sale for the nine months ended September 27, 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. |