10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 27, 2014

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 No.  333-05978

EURAMAX HOLDINGS, 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 Number)
303 Research Drive, Suite 400, Norcross, GA (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 ¨ No x*

* The registrant is a voluntary filer of reports required to be filed by certain companies under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and has filed all reports that would have been required during the preceding 12 months, had it been subject to such filing requirements.

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

There were 195,252 shares of the registrant’s common stock, par value $1.00 per share, issued and outstanding as of August 7, 2014, none of which are publicly traded.

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets as of June 27, 2014 and December 31, 2013	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 27, 2014 and June 28, 2013	2
	Condensed Consolidated Statements of Comprehensive Operations for the Three and Six Months Ended June 27, 2014 and June 28, 2013	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 27, 2014 and June 28, 2013	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 6.	Exhibits	42

Part I. Financial Information

Item 1. Financial Statements (unaudited)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	June 27, 2014			December 31, 2013
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	2,527		$	8,977
Accounts receivable, less allowances of $2,083 and $2,235, respectively	111,174			73,996
Inventories, net	113,378			89,760
Income taxes receivable	459			982
Deferred income taxes	576			580
Other current assets	7,208			7,008
Total current assets	235,322			181,303
Property, plant and equipment, net	123,559			130,114
Goodwill	203,667			204,053
Customer relationships, net	34,033			40,631
Other intangible assets, net	6,754			7,073
Deferred income taxes	304			87
Other assets	7,311			8,712
Total assets	$	610,950		$	571,973
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	90,371		$	57,262
Accrued expenses and other current liabilities	29,586			26,366
Accrued interest payable	12,919			9,020
Current portion of long-term debt	4,361			—
Deferred income taxes	601			605
Total current liabilities	137,838			93,253
Long-term debt	551,922			535,396
Deferred income taxes	19,136			18,980
Other liabilities	33,173			32,907
Total liabilities	742,069			680,536
Shareholders’ deficit:
Common stock	195			195
Additional paid-in capital	724,316			724,071
Accumulated loss	(866,138		)	(843,750		)
Accumulated other comprehensive income	10,508			10,921
Total shareholders’ deficit	(131,119		)	(108,563		)
Total liabilities and shareholders’ deficit	$	610,950		$	571,973

See the accompanying notes to these condensed consolidated financial statements.

1

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(unaudited)

	Three months ended						Six months ended
	June 27, 2014			June 28, 2013			June 27, 2014			June 28, 2013
Net sales	$	232,990		$	229,861		$	402,894		$	402,406
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	193,077			190,461			340,048			339,631
Selling and general (excluding depreciation and amortization)	19,190			19,940			37,966			39,380
Depreciation and amortization	8,251			8,450			16,453			17,043
Other operating charges	2,341			1,126			3,306			3,900
Income from operations	10,131			9,884			5,121			2,452
Interest expense	(13,914		)	(13,854		)	(27,679		)	(27,452		)
Other (loss) income, net	(516		)	2,111			(320		)	(4,234		)
Loss before income taxes	(4,299		)	(1,859		)	(22,878		)	(29,234		)
(Benefit from) provision for income taxes	(1,183		)	(303		)	(490		)	438
Net loss	$	(3,116	)	$	(1,556	)	$	(22,388	)	$	(29,672	)

See the accompanying notes to these condensed consolidated financial statements.

2

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS

(in thousands)

(unaudited)

	Three months ended						Six months ended
	June 27, 2014			June 28, 2013			June 27, 2014			June 28, 2013
Net loss	$	(3,116	)	$	(1,556	)	$	(22,388	)	$	(29,672	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(65		)	(157		)	(454		)	(342		)
Defined benefit pension plan adjustments	21			81			41			165
Total comprehensive loss	$	(3,160	)	$	(1,632	)	$	(22,801	)	$	(29,849	)

See the accompanying notes to these condensed consolidated financial statements.

3

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six months ended
	June 27, 2014			June 28, 2013
Net cash used in operating activities	$	(25,140	)	$	(33,383	)
Cash flows from investing activities:
Proceeds from sales of assets	66			2,186
Capital expenditures	(2,961		)	(4,958		)
Net cash used in investing activities	(2,895		)	(2,772		)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	16,260			22,953
Net borrowings on Dutch Revolving Credit Facility	4,361			3,333
Changes in cash overdrafts	1,326			5,144
Debt issuance costs	(88		)	(175		)
Net cash provided by financing activities	21,859			31,255
Effect of exchange rate changes on cash	(274		)	(23		)
Net decrease in cash and cash equivalents	(6,450		)	(4,923		)
Cash and cash equivalents at beginning of period	8,977			10,024
Cash and cash equivalents at end of period	$	2,527		$	5,101

See the accompanying notes to these condensed consolidated financial statements.

4

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and Principles of Consolidation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Euramax Holdings, Inc. and its subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, these statements include all adjustments considered necessary for the fair presentation of all interim periods reported herein. All adjustments are of a normal recurring nature unless otherwise disclosed.

The Company’s sales volumes have historically been higher in the second and third quarters due to the seasonal demand of the building products markets served. Accordingly, results for the three and six months ended June 27, 2014 are not necessarily indicative of the results that may be expected for the full year. Management believes that the disclosures made are adequate for a fair presentation of the Company’s results of operations, financial position and cash flows. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the Company’s accounts and the accounts of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to current period presentation. Each of our interim reporting periods, other than the fourth interim reporting period, ends on the Friday closest to the last day of the corresponding quarterly calendar period. The second quarter of 2014 and 2013 ended on June 27 and June 28, respectively. Our fourth interim reporting period and our fiscal year end on December 31 regardless of the day of the week on which it falls.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued amendments to disclosure requirements for presentation of comprehensive income. The Standard requires prospective presentation of the effect of significant amounts reclassified from each component of accumulated other comprehensive income and the respective line items in the condensed consolidated statement of operations which are impacted. The amendment is effective prospectively for periods beginning after December 15, 2012. The Company has included the required disclosure in Note 6, Accumulated Other Comprehensive Income.

In May 2014, the FASB issued new revenue recognition guidance, which supersedes most current revenue recognition guidance, including industry-specific guidance, and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early application not permitted. The Company is currently assessing the impact of implementing this guidance on the Company's financial position, results of operations, and cash flows. 

5

2. Inventories

Inventories were comprised of:

	June 27, 2014		December 31, 2013
	(in thousands)
Aluminum and steel coil	$	75,862	$	58,153
Raw materials	17,762		15,291
Work in process	3,065		1,936
Finished products	16,689		14,380
Total inventories, net	$	113,378	$	89,760

The Company has disclosed aluminum and steel coil inventory separately, as it represents inventory that can be classified as raw material, work in process or finished product. Aluminum and steel coil includes both painted and bare coil. Inventories are net of related reserves totaling $3.4 million and $2.4 million as of June 27, 2014 and December 31, 2013, respectively.

3. Indebtedness

Indebtedness consisted of the following:

	June 27, 2014		December 31, 2013
	(in thousands)
Senior Secured Notes (9.50%)	$	375,000	$	375,000
Senior Unsecured Loan Facility (12.25%)	123,906		123,640
ABL Credit Facility	53,016		36,756
Dutch Revolving Credit Facility	4,361		—
Total debt	556,283		535,396
Less: current portion	4,361		—
Total long term debt	$	551,922	$	535,396

Senior Secured Notes

The Senior Secured Notes (the "Notes") consist of an aggregate principal amount of $375 million, which were issued pursuant to an indenture (the "Indenture"), dated March 18, 2011, among Euramax International, Inc. ("Euramax International"), Euramax Holdings, Inc. ("Euramax Holdings"), and certain of its domestic subsidiaries as guarantors, and Wells Fargo Bank, National Association, the Trustee.The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings, Euramax International, and Amerimax Richmond Company, a 100% owned domestic subsidiary of Euramax International. The Notes bear interest at 9.50% per year and mature on April 1, 2016, unless earlier redeemed or repurchased by Euramax International. Interest is payable semi-annually on April 1 and October 1 of each year.

The Notes are secured by a first priority security interest in (i) substantially all of the assets of Euramax International and the guarantors (other than inventory and accounts receivable and related assets, which assets secure the ABL Credit Facility on a first priority basis) and (ii) all of Euramax International's capital stock and the capital stock of each material domestic restricted subsidiary owned by Euramax International or a guarantor and 65% of the voting capital stock and 100% of any nonvoting capital stock of foreign restricted subsidiaries directly owned by the Company or a guarantor, and a second priority security interest in the inventory, receivables and related assets.

6

The Notes may be redeemed at the option of Euramax International, in whole or in part, under the conditions specified in the Indenture, at the following redemption prices plus accrued and unpaid interest to the redemption date if redeemed during the twelve-month period beginning on April 1 of the years indicated:

Year	Percentage
2013	107.125	%
2014	104.750	%
2015 and thereafter	100.000	%

The Indenture contains restrictive covenants that limit, among other things, the ability of Euramax International and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants. These limitations also limit Euramax International's ability to transfer cash or assets to Euramax Holdings, whether by dividend, loan or otherwise. The Indenture also contains customary events of default. If Euramax International undergoes a change of control (as defined in the Indenture), Euramax International will be required to make an offer to repurchase the Notes at 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption.

Senior Unsecured Loan Facility

On March 3, 2011, Euramax Holdings, Euramax International, and certain of its domestic subsidiaries entered into a credit and guaranty agreement for a senior unsecured loan facility (the "Senior Unsecured Loan Facility") in the aggregate principal amount of $125 million. The Senior Unsecured Loan Facility was issued at 98% of par on March 18, 2011 and matures on October 1, 2016.The difference between the consideration received and the aggregate face amount ($1.1 million) is being amortized and recorded in interest expense using the effective interest rate method over the term. The Senior Unsecured Loan Facility bears interest at 12.25% per year in the event no election is made to pay interest in kind (PIK), and 14.25% (7.875% cash pay and 6.375% PIK) per annum in the event a PIK election is made. Euramax International may make a PIK election for up to six quarters during the term of the Senior Unsecured Loan Facility. The interest rate on outstanding borrowings at June 27, 2014 was 12.25%, as Euramax International has not made a PIK election.

Euramax International may prepay outstanding amounts under the Senior Unsecured Loan Facility, in whole or in part, at the prices (expressed as percentages of the loans) set forth below:

Prepayment Date	Percentage
On or after the second anniversary of the closing but prior to the third anniversary thereof	103	%
On or after the third anniversary of the closing but prior to the fourth anniversary thereof	102	%
On or after the fourth anniversary of the closing	100	%

Upon a change of control, Euramax International may be required to prepay all or a portion of the Senior Unsecured Loan Facility at a price equal to 101% of the principal amount plus accrued and unpaid interest.All obligations under the Senior Unsecured Loan Facility are unconditionally guaranteed by Euramax Holdings, Euramax International, and substantially all of Euramax International's existing and future direct and indirect 100% owned domestic material restricted subsidiaries.

The Senior Unsecured Loan Facility contains restrictive covenants that limit, among other things, the ability of Euramax International and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants.

7

The Senior Unsecured Loan Facility contains certain customary representations and warranties, affirmative covenants and events of default, including among other things, payment defaults, covenant defaults, cross‑defaults to certain indebtedness, certain events of bankruptcy, material judgments, and failure of any guaranty supporting the Senior Unsecured Loan Facility to be in force and effect in any material respect. If such an event of default occurs, the administrative agent would be entitled to take various actions, including the acceleration of amounts due under the Senior Unsecured Loan Facility and all actions permitted to be taken by an unsecured creditor.

ABL Credit Facility

On March 18, 2011, Euramax Holdings, Euramax International, and certain of its domestic subsidiaries, entered into the ABL Credit Facility with Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner. The ABL Credit Facility provides for revolving credit financing of up to $70 million, subject to borrowing base availability. At June 27, 2014, $17.0 million was available to be drawn on the ABL Credit Facility.

On March 21, 2014 and May 8, 2014, the ABL Credit Facility was amended to, among other items, (i) reduce the applicable margin rate for LIBOR borrowings from a range of 2.00% to 2.75% to a range of 1.75% to 2.25% and reduce the applicable margin rate for Base Rate borrowings from a range of 1.00% to 1.75% to a range of 1.00% to 1.25%, in each case, based on average excess availability rather than corporate credit ratings of the Company, (ii) reduce the minimum excess availability threshold to $1.0 million, (iii) reduce the fixed charge coverage ratio from 1.15 to 1.00, (iv) suspend the testing of the fixed charge coverage ratio (A) during fiscal year 2014, unless a Seasonal Overadvance A is then in effect, (B) at all other times including during fiscal year 2014 during the occurrence of a Seasonal Overadvance B or (C) during the occurrence of a Seasonal Overadvance C, (v) suspend the testing of the minimum consolidated EBITDA test except (A) during fiscal year 2014 if a Seasonal Overadvance A is then in effect, (B) at any time during the life of the ABL Credit Facility, during the occurrence of a Seasonal Overadvance B or (C) at any time during the life of the ABL Credit Facility during the occurrence of a Seasonal Overadvance C, and (vi) provide for the three mutually exclusive overadvance facilities as described below.

"Seasonal Overadvance A", in the amount of $15.0 million, is available to the Company from February 1 of each year through May 31 of each such year, subject to the Company demonstrating compliance with the fixed charge coverage ratio of 1.00:1.00, payment of a fee in the amount of 0.20% of the amount of such facility (the "Seasonal Overadvance Fee") and other customary conditions.

"Seasonal Overadvance B", in the amount of $9.0 million, is available to the Company from February 1 of each year through November 30 of each such year, subject to the Company demonstrating compliance with a U.S. fixed charge coverage ratio of 1.00:1.00, payment of the Seasonal Overadvance Fee (except to the extent already paid during such calendar year), maintenance of a U.S. fixed charge coverage ratio of 1.00:1.00 and other customary conditions.

"Seasonal Overadvance C", in the amount of the lesser of (i) $6.0 million and (ii) the sum of (a) 10% of the first component of the borrowing base and (b) 10% of the second component of the borrowing base, is available to the Company from February 1 of each year through August 22 of each such year, subject to the payment of the Seasonal Overadvance Fee (except to the extent already paid during such calendar year), maintenance of a minimum consolidated EBITDA over the trailing twelve months of $52.0 million ($50.0 million for fiscal 2014) and other customary conditions.

Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either (a) LIBOR plus an applicable margin or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by Regions Bank as its “prime rate” for commercial loans, (2) the federal funds effective rate plus 0.50% and (3) the one-month LIBOR plus 1.00%, plus an applicable margin. The applicable margin is dependent upon the type of borrowings Euramax International has made under the ABL Credit Facility. At June 27, 2014, the applicable margins were 2.25% and 1.25% for LIBOR and Base Rate borrowings, respectively. After June 27, 2014, the applicable margins are subject to Euramax International’s Average Excess Availability Percentage for the most recently ended fiscal quarter and range from 1.75% to 2.25% for LIBOR borrowings and 1.00% to 1.25% for Base Rate borrowings. The weighted average interest rate at June 27, 2014, including the applicable margin payable on outstanding borrowings under the ABL Credit Facility, was 2.40%. The ABL Credit Facility requires Euramax International to pay a commitment fee ranging from 0.375% to 0.5%, based on the unutilized commitments. Euramax International is also required to pay customary letter of credit fees, including, without limitation, a letter of credit fee equal to the applicable margin on revolving credit LIBOR loans and fronting fees.

8

All obligations under the ABL Credit Facility are unconditionally guaranteed by Euramax Holdings, Euramax International, and Amerimax Richmond Company, a 100% owned domestic subsidiary of Euramax International, and any future direct and indirect 100% owned domestic restricted subsidiaries which are not borrowers. All obligations under the ABL Credit Facility are secured, subject to certain exceptions, by a first‑priority security interest in Euramax International’s and the Guarantors’ inventory and accounts receivable and related assets, referred to as the ABL Collateral, and a junior‑priority security interest in (i) substantially all of Euramax International’s and the Guarantors’ assets (other than inventory and accounts receivable and related assets, which assets secure the ABL Credit Facility on a first priority basis) and (ii) all of Euramax International’s capital stock and the capital stock of each material domestic restricted subsidiary owned by Euramax International or a Guarantor and 65% of the voting capital stock and 100% of any non-voting capital stock of foreign restricted subsidiaries directly owned by Euramax International or a Guarantor, which we refer to collectively as the Notes Collateral.

The ABL Credit Facility contains affirmative and negative covenants customary for this type of financing, including, but not limited to certain financial covenants in the event excess availability is less than 12.5% of the lesser of the aggregate amount of commitments outstanding at such time and the borrowing base. As of June 27, 2014, excess availability exceeded 12.5% of the borrowing base; therefore, Euramax International was not required to meet the Minimum Consolidated Adjusted EBITDA or Minimum Consolidated Fixed Charge Coverage Ratio. Additionally, restrictive covenants limit the ability of Euramax International and certain of its subsidiaries to incur liens, incur, assume or permit to exist additional indebtedness, guarantees and other contingent obligations, consolidate, merge or sell all or substantially all of their assets, pay dividends or make other distributions, make certain loans and investments, amend or otherwise alter the terms of documents related to certain of their indebtedness, enter into transactions with affiliates and prepay certain indebtedness, in each case, subject to exclusions, and other customary covenants.

Dutch Revolving Credit Facility

In February 2012, the Company's 100% owned subsidiary Euramax Coated Products, BV entered into a revolving credit facility with Rabobank Roermond (the "Dutch Revolving Credit Facility"). The Dutch Revolving Credit Facility provides revolving credit financing of up to EUR 15 million and matures on April 1, 2016. Borrowings under the Dutch Revolving Credit Facility bear interest at a rate per annum which is the aggregate of the average one month Euribor rate over a calendar month plus a margin of 2% and requires payment of a commitment fee of 0.35% per annum on the nominal amount of the credit facility. The weighted average interest rate at June 27, 2014, including the margin payable on outstanding borrowings under the Dutch Revolving Credit Facility, was 2.48%. All obligations under the Dutch Revolving Credit Facility are secured by a mortgage on the real estate of Euramax Coated Products, BV and a pledge on present and future machinery and present and future accounts receivable balances of Euramax Coated Products, BV. At June 27, 2014, $16.1 million (EUR 11.8 million) was available to be drawn on the Dutch Revolving Credit Facility.

The Dutch Revolving Credit Facility contains financial and non-financial covenants customary for this type of financing. Financial covenants include, but are not limited to, a minimum annual EBITDA target and a minimum amount of risk-bearing capital for Euramax Coated Products, BV, both measured at the Company's fiscal year-end. The Dutch Revolving Credit Facility also contains a clause limiting further indebtedness. As of June 27, 2014, Euramax Coated Products, BV is in compliance with all covenants.

4. Commitments and Contingencies

Raw Material Commitments

The Company’s primary raw materials are aluminum and steel coil. Because changes in aluminum and steel prices are generally passed through to customers, increases or decreases in aluminum and steel prices generally cause corresponding increases and decreases in reported net sales, causing fluctuations in reported revenues that are unrelated to the level of business activity. However, if the Company is unable to pass through aluminum and steel price increases to customers in the future, its business and results of operations could be materially adversely affected. Although the Company believes there is sufficient supply in the marketplace to competitively source all of its aluminum and steel needs without reliance on any particular supplier, any major disruption in the supply and/or price of aluminum and steel could have a material adverse effect on the Company’s business and financial condition.

9

To ensure a margin on specific customer orders, the Company may commit to purchase aluminum ingot or coil at a fixed market price for future delivery. These contracts are for normal purchases and sales, and therefore, are not required to be accounted for as derivatives.

Litigation

The Company is currently party to legal proceedings that have arisen in the ordinary course of business. The Company has and will continue to vigorously defend itself in these matters. It is the opinion of the Company’s management, based upon information available at this time, that the expected outcome of all matters to which the Company is currently a party 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.

Environmental Matters

The Company’s operations are subject to U.S., Canadian, and European federal, state, and local environmental laws and regulations, including those concerning the management of pollution and hazardous substances.

In connection with the acquisition of the Company from Alumax Inc. (which was acquired by Aluminum Company of America in May 1998, and hereafter referred to as Alumax) on September 25, 1996, the Company was indemnified by Alumax for substantially all of its costs, if any, related to specifically identified environmental matters arising prior to the closing date of the acquisition during the period of time it was owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the remediation of eleven 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 Act (CERCLA) as of the closing date of the acquisition from Alumax, as well as certain potential costs for nine sites to which the Company may have sent waste for disposal. 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. Any receivable for recoveries under the indemnification would be recorded separately from the corresponding liability when the environmental claim and related recovery is determined to be probable. In addition, the Company establishes reserves for remedial measures required from time to time at its facilities. Management believes that the reasonably probable outcomes of these matters will not be material. The Company’s reserves, expenditures, and expenses for all environmental exposures were not significant as of any of the dates or for any of the periods presented.

Product Warranties

The Company provides warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. The Company provides for warranties based on historical experience and expectations of future occurrence. Changes in the product warranty accrual are summarized as follows:

	Three months ended						Six months ended
	June 27, 2014			June 28, 2013			June 27, 2014			June 28, 2013
	(in thousands)
Balance, beginning of period	$	5,389		$	5,098		$	5,326		5,098
Payments made or service provided	(934		)	(955		)	(1,555		)	(1,831		)
Warranty expense	493			884			1,175			1,841
Foreign currency translation	(2		)	20			—			(61		)
Balance, end of period	$	4,946		$	5,047		$	4,946		$	5,047

10

5. Income Taxes

The (benefit from) provision for income taxes for 2014 and 2013 is computed at the effective rate expected to be applicable in each respective full year using the statutory rates on a country by country basis, adjusted for changes in valuation allowances relating to the Company’s net operating loss and capital loss carryforwards and changes in tax uncertainties. The effective rates for the three month periods ended June 27, 2014 and June 28, 2013 were a benefit of 27.5% and 16.3%, respectively.

The effective rate for the three months ended June 27, 2014 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and in U.S. federal and state jurisdictions.

The effective rate for the three months ended June 28, 2013 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and in U.S. federal and state jurisdictions.

The effective tax rates for the six month periods ended June 27, 2014 and June 28, 2013 were a benefit of 2.1% and a provision of 1.5%, respectively.

The effective rate for the six months ended June 27, 2014 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and in U.S. federal and state jurisdictions.

The effective rate for the six months ended June 28, 2013 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and in U.S. federal and state jurisdictions.

6. Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income (loss) by component for the six month period ended June 27, 2014 were as follows:

	Foreign Currency Translation Adjustments			Defined Benefit Pension Plan Adjustments			Total
	(in thousands)
Balance, beginning of period	$	19,281		$	(8,360	)	$	10,921
Other comprehensive (loss) income before reclassifications	(454		)	—			(454		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			41			41
Net other comprehensive (loss) income	(454		)	41			(413		)
Balance, end of period	$	18,827		$	(8,319	)	$	10,508

Amounts reclassified from the defined benefit pension plan adjustments component of accumulated other comprehensive income (loss) were recorded in selling and general expenses within the condensed consolidated statement of operations. There were no net tax effects related to the reclassification as a result of the full valuation allowances in the U.S. and UK in the current year. The accumulated tax effect related to the defined benefit pension plan adjustments component of accumulated other comprehensive income (loss) was a provision of $0.3 million as of June 27, 2014 and December 31, 2013. There are no tax impacts related to the foreign currency translation adjustment component of accumulated other comprehensive income (loss) as the earnings of subsidiaries are considered to be permanently invested.

11

7. Employee Benefit Plans

Retirement Plans

The Company maintains a non-contributory defined benefit pension plan covering substantially all U.S. hourly employees (the "U.S. Plan"). In addition, the employees at Euramax Coated Products Limited and Ellbee Limited participate in a single employer pension plan (the "UK Plan"). The measurement date for the U.S. and UK plans is the last day of the fiscal year. The Company curtailed the accrual of participant benefits provided under the UK Plan effective March 31, 2009. This curtailment did not affect the timing for the payment of benefits earned under the UK Plan through the curtailment date. In January 2010, the Company's board of directors approved a motion to freeze future benefit accruals under the U.S. Plan. The impact on the Company's projected benefit obligation was not significant. Components of net periodic pension cost for the Company’s defined and multiemployer pension plans were as follows:

	Three months ended												Six months ended
	June 27, 2014						June 28, 2013						June 27, 2014						June 28, 2013
	U.S. Plan			UK Plan			U.S. Plan			UK Plan			U.S. Plan			UK Plan			U.S. Plan			UK Plan
	(in thousands)
Service cost	$	14		$	—		$	16		$	—		$	28		$	—		$	32		$	—
Interest cost	140			562			130			524			280			1,114			260			1,055
Expected return on assets	(186		)	(474		)	(156		)	(408		)	(372		)	(940		)	(312		)	(822		)
Recognized actuarial net loss	2			19			71			10			4			37			144			21
Total defined benefit net periodic pension cost	(30		)	107			61			126			(60		)	211			124			254
Multiemployer benefit expense	311			—			295			—			569			—			547			—
Net periodic pension cost	$	281		$	107		$	356		$	126		$	509		$	211		$	671		$	254

8. Fair Value Measurements

Recurring Fair Value Measurements

In accordance with accounting principles generally accepted in the U.S., certain assets and liabilities are required to be recorded at fair value on a recurring basis. For the Company, the only assets and liabilities that are adjusted to fair value on a recurring basis are derivative financial instruments.

Derivative Financial Instruments

The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company's financial performance and are referred to as "market risks." The Company, when deemed appropriate, uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary market risk managed by the Company through the use of derivative instruments is foreign currency exchange rate risk related to intercompany interest payments. The Company does not enter into derivative contracts for trading purposes.

The Company has entered into forward contracts to buy or sell a quantity of a currency at a predetermined future date, and at a predetermined rate or price to mitigate uncertainty and volatility, and to cover underlying exposures to certain payments in currencies other than the functional currency. The Company has not designated these contracts for hedge accounting treatment and, therefore, the gains and losses on these contracts are recorded in other income (loss), net in the condensed consolidated statement of operations. For the three months ended June 27, 2014 and June 28, 2013, the Company recognized gains of $0.1 million and losses of $0.1 million, respectively, related to these forward contracts. For the six months ended June 27, 2014 and June 28, 2013, the Company recognized gains of $0.1 million and $0.1 million, respectively, related to these forward contracts.

12

Derivatives are carried at fair value in the condensed consolidated balance sheet in the line item accrued expenses and other current liabilities. As of June 27, 2014 and December 31, 2013, the fair value of outstanding derivatives totaled liabilities of $0.1 million and $0.2 million, respectively. The fair value of foreign exchange contracts is determined using quoted prices for similar contracts obtained from financial institutions and is classified as a Level 2 measurement in the fair value hierarchy.

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis as required by accounting principles generally accepted in the U.S. Generally, adjustments made to record assets at fair value on a nonrecurring basis are the result of impairment charges.

The Company did not record any impairment charges related to assets measured at fair value on a nonrecurring basis during the three or six months ended June 27, 2014. During the first quarter of 2013, the Company recorded losses of approximately $1.6 million in other operating charges related to the reclassification of land and buildings to assets held for sale. These losses, incurred as part of the Company's restructuring activities in the European Engineered Products segment, represented the difference between the carrying value prior to the reclassification and the fair value. The fair value was determined based on the selling price less costs incurred to sell and was classified as Level 1 in the fair value hierarchy. The assets were sold during the second quarter of 2013 and no additional losses were recorded from the sale of the assets.

Other Fair Value Disclosures

The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued expenses, and loans and notes payable approximate their fair values because of the relatively short-term maturities of these instruments.

The fair value of our long-term debt is estimated using Level 2 inputs based on dealer quoted prices for our debt instruments based on recent transactions obtained from various sources. As of June 27, 2014, the carrying amount and fair value of our Senior Secured Notes, were $375.0 million and $375.0 million, respectively. As of December 31, 2013, the carrying amount and fair value of our Senior Secured Notes, were $375.0 million and $375.0 million, respectively.

9. Other Operating Charges

Other operating charges incurred by operating segment were as follows:

	Three months ended				Six months ended
	June 27, 2014		June 28, 2013		June 27, 2014		June 28, 2013
	(in thousands)
U.S. Residential Products	$	400	$	33	$	508	$	157
U.S. Commercial Products	439		208		469		295
European Roll Coated Aluminum	—		44		—		190
European Engineered Products	647		834		1,070		3,044
Other non-allocated	855		7		1,259		214
Total other operating charges	$	2,341	$	1,126	$	3,306	$	3,900

13

Other operating charges are comprised of restructuring initiatives, facility closures, and other operational initiatives. In the second quarter of 2014, after an ongoing review of its North American operations, the Company took steps to rationalize its workforce and to invest in select value-creating officer roles. These actions led to the elimination of certain non-essential salaried positions in the Company's North America business segments and at its Corporate Headquarters in Norcross, GA. The Company believes the elimination of certain non-essential salaried positions in the Company's North American business will result in a more competitive platform that provides both meaningful operational and cost benefits. Total severance and related costs incurred during the second quarter of 2014 related to the work force rationalization totaled approximately $1.0 million and are recorded within other operating charges in the Company’s Condensed Consolidated Statement of Operations.  As of June 27, 2014, approximately $0.7 million of severance is recorded within accrued expenses and other current liabilities. Total severance on a segment basis is disclosed in the following paragraphs.

For the three months ended June 27, 2014, other operating charges of $2.3 million were primarily comprised of severance costs and legal and professional fees. Other non-allocated charges of $0.9 million were primarily related to severance and professional fees for consulting services during the executive transition period. Ongoing restructuring initiatives in the European Engineered Products segment totaled $0.6 million of severance costs for various social programs in France. The remaining $0.8 million related to severance and relocation costs for various organizational initiatives in the U.S. primarily related to the workforce rationalization. Total costs related to the workforce rationalization include $0.4 million in the Residential Products segment, $0.4 million in the Commercial Products segment, and $0.2 million in other non-allocated charges for corporate employees.

For the three months ended June 28, 2013, other operating charges of $1.1 million were primarily comprised of severance and relocation costs of $0.8 million in the European Engineered Products segment related to the relocation from multiple plant facilities into one operating location. These costs were intended to reduce overhead costs and streamline operations. The remaining $0.3 million of other operating costs in the second quarter of 2013 are comprised primarily of severance and relocation costs related to various organizational initiatives to reduce operating costs and improve efficiencies.

For the six months ended June 27, 2014, other operating charges of $3.3 million were primarily comprised of severance costs and legal and professional fees. Other non-allocated charges of $1.3 million were primarily related to severance and professional fees for consulting services during the executive transition period. Ongoing restructuring initiatives in the European Engineered Products segment totaled $1.1 million including approximately $0.8 million of severance costs for various social programs in France and $0.3 million of severance in the UK. The remaining other operating charges in the first half of 2014 were comprised of $0.9 million in severance and relocation costs in the U.S. primarily related to the workforce rationalization. Total costs related to the workforce rationalization include $0.4 million in the Residential Products segment, $0.4 million in the Commercial Products segment, and $0.2 million in other non-allocated charges for corporate employees.

For the six months ended June 28, 2013, other operating charges of $3.9 million were primarily comprised of restructuring and relocation initiatives in the European Engineered Products segment, including a $1.6 million loss related to the sale of land and buildings and $1.4 million of relocation and other restructuring charges. These costs were primarily related to the relocation from multiple plant facilities into one operating location and were intended to reduce overhead cost and streamline operations. The remaining $0.9 million in other operating charges in the first half of 2013 were comprised primarily of severance and relocation costs related to various organizational initiatives to reduce operating costs and improve efficiencies.

10. Segment Information

The Company manages its business and serves its customers through reportable segments differentiated by product type, end market, and geography. The Company's four reportable segments are described below:

U.S. Residential Products—The U.S. Residential Products segment utilizes aluminum, steel, copper and vinyl to produce residential roof drainage products, including preformed gutters, downspouts, elbows, soffit, drip edge, fascia, flashing, snow guards and related accessories. These products are used primarily for the repair, replacement or enhancement of residential roof drainage systems. The Company sells these products to home improvement retailers, lumber yards, distributors and contractors from manufacturing and distribution facilities throughout North America. The Company also produces specialty made-to-order vinyl replacement windows and aluminum patio and awning components sold primarily to home improvement contractors in the western U.S.

14

U.S. Commercial Products—The U.S. Commercial Products segment utilizes various materials including steel coil, aluminum coil and fiberglass to create various products with commercial applications, including roofing and siding panels, ridge caps, flashing, trim, soffit and other accessories as well as sidewall components, siding and other exterior components for the towable RV, cargo and manufactured housing markets. The Company sells these products to builders, contractors, lumber yards, home improvement retailers, OEMs, and RV manufacturers from manufacturing and distribution facilities located throughout the U.S. These products are used in the construction of a wide variety of small scale commercial, agricultural and industrial building types on either wood or metal frames, manufactured homes, and towable RVs.

European Roll Coated Aluminum—The European Roll Coated Aluminum segment uses a roll coating process to apply paint to bare aluminum coil and, to a lesser extent, bare steel coil in order to produce specialty coated coil, which the Company also processes into specialty coated sheets and panels. The Company sells these products to building panel manufacturers, contractors and UK “holiday home,” RV and transportation OEMs throughout Europe and in parts of Asia. The Company’s customers use its specialty coated metal products to manufacture, among other things, RV sidewalls, commercial roofing panels, interior ceiling panels, and liner panels for shipping containers. The Company produces and distributes these roll coated products from facilities located in the Netherlands and the UK.

European Engineered Products—The European Engineered Products segment utilizes aluminum and vinyl extrusions to produce residential windows, doors and shower enclosures. These products are sold to home improvement retailers, distributors and factory‑built “holiday home” builders in the UK. The Company also produces windows used in the operator compartments of heavy equipment, components sold to suppliers of automotive OEMs in Western Europe and RV doors. The Company produces and distributes these engineered products from facilities in France and the UK and has developed extensive in-house manufacturing capabilities, including powder coating, glass cutting, anodizing and glass toughening.

The Company evaluates the performance of its segments and allocates resources to them based primarily on segment income (loss) from operations. Expenses, income and assets that are not segment specific relate to the holding company and business activities conducted for the overall benefit of the Company, and accordingly, are not attributable to the Company’s segments.

The following table presents information about reported segments for the three months ended June 27, 2014:

	U.S. Residential Products		U.S. Commercial Products		European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
Three months ended June 27, 2014	(in thousands)
Net sales:
Third party	$	86,709	$	77,067	$	51,620	$	17,594		$	—		$	—		$	232,990
Intersegment	217		32		87		—			—			(336		)	—
Total net sales	$	86,926	$	77,099	$	51,707	$	17,594		$	—		$	(336	)	$	232,990
Income (loss) from operations	$	9,595	$	1,781	$	3,389	$	(598	)	$	(4,036	)	$	—		$	10,131
Depreciation and amortization	$	2,723	$	2,315	$	2,358	$	446		$	409		$	—		$	8,251
Capital expenditures	$	321	$	148	$	465	$	319		$	220		$	—		$	1,473

15

The following table presents information about reported segments for the three months ended June 28, 2013:

	U.S. Residential Products		U.S. Commercial Products		European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
Three months ended June 28, 2013	(in thousands)
Net sales:
Third party	$	86,567	$	73,930	$	51,357	$	18,007		$	—		$	—		$	229,861
Intersegment	199		154		43		—			—			(396		)	—
Total net sales	$	86,766	$	74,084	$	51,400	$	18,007		$	—		$	(396	)	$	229,861
Income (loss) from operations	$	9,799	$	337	$	3,153	$	(904	)	$	(2,501	)	$	—		$	9,884
Depreciation and amortization	$	2,905	$	2,620	$	2,380	$	412		$	133		$	—		$	8,450
Capital expenditures	$	770	$	568	$	1,069	$	47		$	278		$	—		$	2,732

The following table presents information about reported segments for the six months ended June 27, 2014:

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
Six months ended June 27, 2014	(in thousands)
Net sales:
Third party	$	136,109	$	131,066		$	101,548	$	34,171		$	—		$	—		$	402,894
Intersegment	396		60			296		—			—			(752		)	—
Total net sales	$	136,505	$	131,126		$	101,844	$	34,171		$	—		$	(752	)	$	402,894
Income (loss) from operations	$	8,278	$	(3,216	)	$	7,318	$	(944	)	$	(6,315	)	$	—		$	5,121
Depreciation and amortization	$	5,456	$	4,857		$	4,711	$	863		$	566		$	—		$	16,453
Capital expenditures	$	660	$	703		$	805	$	482		$	311		$	—		$	2,961

16

The following table presents information about reported segments for the six months ended June 28, 2013:

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
Six months ended June 28, 2013	(in thousands)
Net sales:
Third party	$	138,685	$	128,500		$	99,578	$	35,643		$	—		$	—		$	402,406
Intersegment	334		298			105		—			—			(737		)	—
Total net sales	$	139,019	$	128,798		$	99,683	$	35,643		$	—		$	(737	)	$	402,406
Income (loss) from operations	$	9,576	$	(4,081	)	$	5,640	$	(3,532	)	$	(5,151	)	$	—		$	2,452
Depreciation and amortization	$	5,830	$	5,238		$	4,714	$	996		$	265		$	—		$	17,043
Capital expenditures	$	1,203	$	1,006		$	1,810	$	216		$	723		$	—		$	4,958

It is impractical for the Company to provide revenues from external customers by groups of similar products. Accordingly, the following table reflects revenues from external customers by markets for the periods indicated.

		Three months ended				Six months ended
Customers/Markets	Primary Products	June 27, 2014		June 28, 2013		June 27, 2014		June 28, 2013
		(in thousands)
Original Equipment Manufacturers (“OEMs”)	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; windows and roofing; and composite building panels	$	56,562	$	53,882	$	112,297	$	104,317
Home Improvement Retailers	Rain carrying systems, metal panels, roofing accessories, windows, doors and shower enclosures	49,980		55,125		80,066		88,546
Industrial and Architectural Contractors	Metal panels and siding and roofing accessories	38,380		40,363		72,242		74,795
Rural Contractors	Steel and aluminum roofing and siding	37,123		34,282		56,027		53,903
Distributors	Metal coils, rain carrying systems and roofing accessories	27,954		24,882		42,253		42,025
Home Improvement Contractors	Vinyl replacement windows; metal coils, rain carrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings	14,212		12,327		23,357		20,425
Manufactured Housing	Steel siding and trim components	8,779		9,000		16,652		18,395
		$	232,990	$	229,861	$	402,894	$	402,406

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11. Supplemental Guarantor Condensed Financial Information

On March 18, 2011, Euramax Holdings (presented as Parent in the following schedules), through its 100% owned subsidiary, Euramax International (presented as Issuer in the following schedules), issued the Notes. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings, Euramax International, and Amerimax Richmond Company, a 100% owned domestic subsidiary of Euramax International. No other subsidiaries of Euramax International, whether direct or indirect, guarantee the Notes (the "Non-Guarantors").

Additionally, the Notes are secured on a second priority basis by liens on all of the collateral (subject to certain exceptions) securing the ABL Credit Facility. In the event that secured creditors exercise remedies with respect to Euramax International's pledged assets, the proceeds of the liquidation of those assets will first be applied to repay obligations secured by the first priority liens under the senior secured credit facilities and any other first priority obligations.

The Indenture contains restrictive covenants that limit, among other things, the ability of Euramax International and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants. These limitations also limit Euramax International's ability to transfer cash or assets to Euramax Holdings, whether by dividend, loan or otherwise.

The following supplemental condensed consolidating financial statements present the results of operations, comprehensive operations, financial position and cash flows of (1) the Parent, (2) the Issuer, (3) the Non-Guarantor Subsidiaries, and (4) eliminations to arrive at the information for Euramax Holdings on a consolidated basis.

18

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS

JUNE 27, 2014

(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	6		$	2,521		$	—		$	2,527
Accounts receivable, less allowance for doubtful accounts	—			62,071			49,103			—			111,174
Inventories, net	—			84,878			28,500			—			113,378
Income taxes receivable	—			459			—			—			459
Deferred income taxes	—			556			20			—			576
Other current assets	—			4,058			3,150			—			7,208
Total current assets	—			152,028			83,294			—			235,322
Property, plant and equipment, net	—			57,268			66,291			—			123,559
Amounts due from affiliates	—			228,283			18,803			(247,086		)	—
Goodwill	—			81,358			122,309			—			203,667
Customer relationships, net	—			20,726			13,307			—			34,033
Other intangible assets, net	—			6,754			—			—			6,754
Investment in consolidated subsidiaries	(125,554		)	(995		)	—			126,549			—
Deferred income taxes	—			—			304			—			304
Other assets	—			3,252			4,059			—			7,311
Total assets	$	(125,554	)	$	548,674		$	308,367		$	(120,537	)	$	610,950
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	—		$	63,766		$	26,605		$	—		$	90,371
Accrued expenses and other current liabilities	28			16,941			12,617			—			29,586
Accrued interest payable	—			12,835			84			—			12,919
Current portion of long-term debt	—			—			4,361			—			4,361
Deferred income taxes	—			—			601			—			601
Total current liabilities	28			93,542			44,268			—			137,838
Long-term debt	—			551,922			—			—			551,922
Amounts due to affiliates	5,537			11,641			229,908			(247,086		)	—
Deferred income taxes	—			10,458			8,678			—			19,136
Other liabilities	—			6,665			26,508			—			33,173
Total liabilities	5,565			674,228			309,362			(247,086		)	742,069
Shareholders’ (deficit) equity:
Common stock	195			—			21			(21		)	195
Additional paid-in capital	724,316			661,424			199,452			(860,876		)	724,316
Accumulated loss	(866,138		)	(797,486		)	(213,227		)	1,010,713			(866,138		)
Accumulated other comprehensive income	10,508			10,508			12,759			(23,267		)	10,508
Total shareholders’ (deficit) equity	(131,119		)	(125,554		)	(995		)	126,549			(131,119		)
Total liabilities and shareholders’ (deficit) equity	$	(125,554	)	$	548,674		$	308,367		$	(120,537	)	$	610,950

19

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2013
(in thousands)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	1,700		$	7,277		$	—		$	8,977
Accounts receivable, less allowance for doubtful accounts	—			35,012			38,984			—			73,996
Inventories, net	—			62,270			27,490			—			89,760
Income taxes receivable	—			341			641			—			982
Deferred income taxes	—			559			21			—			580
Other current assets	—			5,462			1,546			—			7,008
Total current assets	—			105,344			75,959			—			181,303
Property, plant and equipment, net	—			62,185			67,929			—			130,114
Amounts due from affiliates	—			229,101			18,828			(247,929		)	—
Goodwill	—			81,359			122,694			—			204,053
Customer relationships, net	—			24,626			16,005			—			40,631
Other intangible assets, net	—			7,073			—			—			7,073
Investment in consolidated subsidiaries	(103,217		)	2,407			—			100,810			—
Deferred income taxes	—			—			87			—			87
Other assets	—			4,185			4,527			—			8,712
Total assets	$	(103,217	)	$	516,280		$	306,029		$	(147,119	)	$	571,973
LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	—		$	30,312		$	26,950		$	—		$	57,262
Accrued expenses and other current liabilities	14			16,133			10,219			—			26,366
Accrued interest payable	—			8,973			47			—			9,020
Deferred income taxes	—			—			605			—			605
Total current liabilities	14			55,418			37,821			—			93,253
Long-term debt	—			535,396			—			—			535,396
Amounts due to affiliates	5,332			12,086			230,511			(247,929		)	—
Deferred income taxes	—			9,561			9,419			—			18,980
Other liabilities	—			7,036			25,871			—			32,907
Total liabilities	5,346			619,497			303,622			(247,929		)	680,536
Shareholders’ (deficit) equity:
Common stock	195			—			21			(21		)	195
Additional paid-in capital	724,071			661,180			199,452			(860,632		)	724,071
Accumulated loss	(843,750		)	(775,318		)	(210,242		)	985,560			(843,750		)
Accumulated other comprehensive income	10,921			10,921			13,176			(24,097		)	10,921
Total shareholders’ (deficit) equity	(108,563		)	(103,217		)	2,407			100,810			(108,563		)
Total liabilities and shareholders’ (deficit) equity	$	(103,217	)	$	516,280		$	306,029		$	(147,119	)	$	571,973

20

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net sales	$	—		$	161,813		$	73,178		$	(2,001	)	$	232,990
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			134,370			60,708			(2,001		)	193,077
Selling and general (excluding depreciation and amortization)	102			12,067			7,021			—			19,190
Depreciation and amortization	—			5,403			2,848			—			8,251
Other operating charges	—			1,694			647			—			2,341
Income (loss) from operations	(102		)	8,279			1,954			—			10,131
Equity in earnings of subsidiaries	(3,014		)	(1,292		)	—			4,306			—
Interest expense	—			(13,542		)	(372		)	—			(13,914		)
Intercompany income (loss), net	—			4,774			(4,774		)	—			—
Other (loss) income, net	—			(1,170		)	654			—			(516		)
(Loss) income before income taxes	(3,116		)	(2,951		)	(2,538		)	4,306			(4,299		)
(Benefit from) provision for income taxes	—			63			(1,246		)	—			(1,183		)
Net loss	$	(3,116	)	$	(3,014	)	$	(1,292	)	$	4,306		$	(3,116	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net loss	$	(3,116	)	$	(3,014	)	$	(1,292	)	$	4,306		$	(3,116	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(65		)	(65		)	(65		)	130			(65		)
Defined benefit pension plan adjustments, net of tax	21			21			19			(40		)	21
Total comprehensive loss	$	(3,160	)	$	(3,058	)	$	(1,338	)	$	4,396		$	(3,160	)

21

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED JUNE 28, 2013
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net sales	$	—		$	158,120		$	73,820		$	(2,079	)	$	229,861
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			131,031			61,509			(2,079		)	190,461
Selling and general (excluding depreciation and amortization)	95			13,669			6,176			—			19,940
Depreciation and amortization	—			5,558			2,892			—			8,450
Other operating charges	—			248			878			—			1,126
Income (loss) from operations	(95		)	7,614			2,365			—			9,884
Equity in earnings of subsidiaries	(1,461		)	(2,557		)	—			4,018			—
Interest expense	—			(13,507		)	(347		)	—			(13,854		)
Intercompany income (loss), net	—			4,402			(4,402		)	—			—
Other income (loss), net	—			2,529			(418		)	—			2,111
Loss before income taxes	(1,556		)	(1,519		)	(2,802		)	4,018			(1,859		)
Benefit from income taxes	—			(58		)	(245		)	—			(303		)
Net loss	$	(1,556	)	$	(1,461	)	$	(2,557	)	$	4,018		$	(1,556	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 28, 2013

(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net loss	$	(1,556	)	$	(1,461	)	$	(2,557	)	$	4,018		$	(1,556	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(157		)	(157		)	(157		)	314			(157		)
Defined benefit pension plan adjustments, net of tax	81			81			10			(91		)	81
Total comprehensive loss	$	(1,632	)	$	(1,537	)	$	(2,704	)	$	4,241		$	(1,632	)

22

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFOR THE SIX MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net sales	$	—		$	263,659		$	142,760		$	(3,525	)	$	402,894
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			226,143			117,430			(3,525		)	340,048
Selling and general (excluding depreciation and amortization)	220			24,478			13,268			—			37,966
Depreciation and amortization	—			10,792			5,661			—			16,453
Other operating charges	—			2,236			1,070			—			3,306
Income (loss) from operations	(220		)	10			5,331			—			5,121
Equity in earnings of subsidiaries	(22,168		)	(2,984		)	—			25,152			—
Interest expense	—			(26,949		)	(730		)	—			(27,679		)
Intercompany income (loss), net	—			9,339			(9,339		)	—			—
Other (loss) income, net	—			(853		)	533			—			(320		)
Loss before income taxes	(22,388		)	(21,437		)	(4,205		)	25,152			(22,878		)
(Benefit from) provision for income taxes	—			731			(1,221		)	—			(490		)
Net loss	$	(22,388	)	$	(22,168	)	$	(2,984	)	$	25,152		$	(22,388	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net loss	$	(22,388	)	$	(22,168	)	$	(2,984	)	$	25,152		$	(22,388	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(454		)	(454		)	(454		)	908			(454		)
Defined benefit pension plan adjustments, net of tax	41			41			37			(78		)	41
Total comprehensive loss	$	(22,801	)	$	(22,581	)	$	(3,401	)	$	25,982		$	(22,801	)

23

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFOR THE SIX MONTHS ENDED JUNE 28, 2013
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net sales	$	—		$	263,434		$	142,543		$	(3,571	)	$	402,406
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			224,095			119,107			(3,571		)	339,631
Selling and general (excluding depreciation and amortization)	188			26,730			12,462			—			39,380
Depreciation and amortization	—			11,133			5,910			—			17,043
Other operating charges	—			666			3,234			—			3,900
Income (loss) from operations	(188		)	810			1,830			—			2,452
Equity in earnings of subsidiaries	(29,484		)	(7,448		)	—			36,932			—
Interest expense	—			(26,856		)	(596		)	—			(27,452		)
Intercompany income (loss), net	—			8,680			(8,680		)	—			—
Other loss, net	—			(3,422		)	(812		)	—			(4,234		)
Loss before income taxes	(29,672		)	(28,236		)	(8,258		)	36,932			(29,234		)
Provision for (benefit from) income taxes	—			1,248			(810		)	—			438
Net loss	$	(29,672	)	$	(29,484	)	$	(7,448	)	$	36,932		$	(29,672	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 28, 2013

(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net loss	$	(29,672	)	$	(29,484	)	$	(7,448	)	$	36,932		$	(29,672	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(342		)	(342		)	(342		)	684			(342		)
Defined benefit pension plan adjustments, net of tax	165			165			21			(186		)	165
Total comprehensive loss	$	(29,849	)	$	(29,661	)	$	(7,769	)	$	37,430		$	(29,849	)

24

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSFOR THE SIX MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent		Issuer			Non-Guarantor			Eliminations			Total
Net cash used in operating activities	$	—	$	(17,262	)	$	(7,878	)	$	—		$	(25,140	)
Cash flows from investing activities:
Proceeds from sale of assets	—		65			1			—			66
Capital expenditures	—		(1,650		)	(1,311		)	—			(2,961		)
Due from (to) affiliates	—		—			345			(345		)	—
Net cash used in investing activities	—		(1,585		)	(965		)	(345		)	(2,895		)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	—		16,260			—			—			16,260
Net borrowings on Dutch Revolving Credit Facility	—		—			4,361			—			4,361
Change in cash overdrafts	—		1,326			—			—			1,326
Debt issuance costs	—		(88		)	—			—			(88		)
Due (to) from affiliates	—		(345		)	—			345			—
Net cash provided by financing activities	—		17,153			4,361			345			21,859
Effect of exchange rate changes on cash	—		—			(274		)	—			(274		)
Net decrease in cash and cash equivalents	—		(1,694		)	(4,756		)	—			(6,450		)
Cash and cash equivalents at beginning of period	—		1,700			7,277			—			8,977
Cash and cash equivalents at end of period	$	—	$	6		$	2,521		$	—		$	2,527

25

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWSFOR THE SIX MONTHS ENDED JUNE 28, 2013
(in thousands)

(unaudited)

	Parent		Issuer			Non-Guarantor			Eliminations			Total
Net cash used in operating activities	$	—	$	(22,393	)	$	(10,990	)	$	—		$	(33,383	)
Cash flows from investing activities:
Proceeds from sale of assets	—		164			2,022			—			2,186
Capital expenditures	—		(2,879		)	(2,079		)	—			(4,958		)
Due from (to) affiliates						4,148			(4,148		)	—
Net cash (used in) provided by investing activities	—		(2,715		)	4,091			(4,148		)	(2,772		)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	—		22,953			—			—			22,953
Changes in cash overdraft	—		5,144			—			—			5,144
Net borrowings on Dutch Revolving Credit Facility	—		—			3,333			—			3,333
Debt issuance costs	—		(175		)	—			—			(175		)
Due (to) from affiliates	—		(4,148		)	—			4,148			—
Net cash provided by financing activities	—		23,774			3,333			4,148			31,255
Effect of exchange rate changes on cash	—		—			(23		)	—			(23		)
Net decrease in cash and cash equivalents	—		(1,334		)	(3,589		)	—			(4,923		)
Cash and cash equivalents at beginning of period	—		1,574			8,450			—			10,024
Cash and cash equivalents at end of period	$	—	$	240		$	4,861		$	—		$	5,101

26

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

Forward-Looking Statements

This report contains forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words "believe," "expect," "anticipate," "intend," "estimate" and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Our forward-looking statements include, among others, statements about our business strategy, our industry, our future profitability, our expected capital expenditures and the impact of such expenditures on our performance, the costs of operating as a public company, our capital programs and environmental expenditures. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including the factors described under "Item 1A. Risk Factors," that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Such risks and uncertainties include, among other things:

• the cyclical nature of the markets we serve;

• the general level of economic activity both in North America and international markets;

• the loss or reduction of purchases by key customers;

• external factors which impact our key retail customers and reduce purchases of our products;

• changes in strategic direction by our key retail customers;

• the effect of price competition in key markets and product lines;

• margin compression associated with higher operating costs which may not be recovered through increased customer pricing;

• consolidation of purchasing power among our customers;

• the supply and price levels of essential raw materials, particularly aluminum and steel;

• risks associated with the manufacturing process due to operating hazards and interruptions, including unscheduled maintenance or downtime;

• risks associated with revenue concentration at our key home improvement retail customers;

• risks associated with higher energy costs and the risk of disruptions in energy suppliers;

• the adequacy of our insurance coverage;

• our ability to effectively compete in the markets we serve;

• increased fuel costs which could adversely impact the RV industry;

• higher interest rates which could adversely impact the RV industry;

• the integrity of our information systems;

• seasonal effects on our customers' purchasing activity;

• adverse weather conditions;

• disruption in our supply chain or distribution of finished product;

• our ability to adequately protect our intellectual property rights and successfully defend against third-party claims of intellectual property infringement;

• higher fuel costs leading to increased transportation and distribution costs;

• the effect of product liability or warranty claims against us;

• the proliferation of low-cost competition, particularly in our core North American markets;

• environmental, health and safety laws and regulations;

• changes in commercial or residential building codes;

• our significant indebtedness and our ability to incur additional debt in the future;

• our ability to remain compliant under the agreements governing our indebtedness;

• our ability to refinance our indebtedness or generate sufficient cash to service all of our indebtedness;

• restrictions under our existing or future debt agreements that limit our operations;

• exposure to adjustments in interest rates;

• declines in our credit and debt ratings;

• instability in the capital and credit markets;

• the risks of doing business in foreign countries;

• fluctuations in foreign currency exchange rates;

• inability to effectively reinvest in our plants, technology, equipment and new product development due to our indebtedness;

• exposure to U.S. and foreign anti-corruption laws and economic sanctions programs;

• state, local and non-U.S. taxes and fluctuations in our tax obligations and effective tax rate;

• adverse effects of foreign taxation;

27

• adverse changes to accounting rules or regulations;

• the success of our acquisitions or divestitures;

• our ability to attract and retain qualified management and key personnel, including hourly personnel;

• labor and work stoppages;

• the effects of inflation on our business;

• the effects of government or regulatory activity and the costs of compliance with environmental and occupational health and safety laws and regulations;

• the potential for future impairment of our goodwill or other intangible assets; and

• global or regional catastrophic events.

You should not place undue reliance on our forward-looking statements. Although forward-looking statements reflect our good faith beliefs, forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We caution you that the important factors referenced above may not contain all of the factors that could impair our results or that may be important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except to the extent required by law, rule or regulation.

Business Overview

We are a leading producer of metal and vinyl products sold to the residential repair and remodel, commercial construction and recreational vehicle (RV) markets primarily in North America and Europe. We are a leader in several niche product categories, including preformed roof-drainage products sold in the U.S., metal roofing and siding for post frame construction in the U.S., and aluminum siding for towable RVs in the U.S. and Europe.

Our customers are located predominantly throughout North America and Europe and include distributors, contractors and home improvement retailers, as well as RV, transportation and other original equipment manufacturers, or OEMs. We have extensive in-house manufacturing and distribution capabilities for our more than 10,000 unique products and operate through a network consisting of 36 facilities, including 30 located in the United States, one in Canada and five located in Europe. We have over 50 years of experience manufacturing building products and RV exterior components, including our time as a division of our former parent, Alumax Inc., or Alumax, a fully integrated aluminum producer acquired by Alcoa Inc. in 1998. We have operated as an independent company since 1996 when our division was acquired in a management-led buyout.     

Results of Operations

Our financial performance is affected by, among other factors, underlying trends in the United States and Europe that influence demand for products sold to residential repair and remodeling, commercial construction and RV markets:

• Our building products sold for residential repair and remodeling activities include roof drainage products, vinyl windows, patios and awnings, and doors. Projects that utilize many of our roof drainage repair and remodeling products are often low cost activities that are necessary to prevent home damage as a result of wear and tear or weather damage. Roof drainage repair projects are often low cost and non‑discretionary in nature. Repair and remodeling activity related to products other than roof drainage are typically higher cost and driven by turnover and aging of housing stock, consumer sentiment, availability of home equity and consumer financing and, in the case of our vinyl window products, consumer interest in energy efficiency.

• Our building products sold for commercial construction include, in the United States, light gauge steel and aluminum roofing and siding panels, trim and hardware and, in Europe, the Middle East and Asia, roll coated aluminum coil and sheet. Demand for these products is driven by consumer confidence, interest rates, consumer disposable income, the strength of agricultural markets, consumer access to affordable financing and commercial construction trends.

28

• Our commercial products sold to the RV market include siding and roofing. Demand for these RV products is driven by trends in disposable income, interest rates and general economic conditions, as well as similar demographic trends relating to the increased proportion of the United States and European population in the 55 through 74 year old age group, who serve as an important source of demand for our RV products.

Our sales volumes have historically been higher in the second and third quarters due to the seasonal demand of the building products markets served. Our working capital needs have been at their highest during these periods as well.

Three months ended June 27, 2014 Compared to the Three months ended June 28, 2013.

The following table sets forth net sales and income (loss) from operations data by segment for the three months ended June 27, 2014 and June 28, 2013:

	Net Sales					Income (Loss) from Operations
	Three Months Ended					Three Months Ended
	June 27, 2014		June 28, 2013		Increase (Decrease)	June 27, 2014			June 28, 2013			Increase (Decrease)
	(in millions)
U.S. Residential Products	$	86.7	$	86.6	0.1%	$	9.6		$	9.8		(2.0)%
U.S. Commercial Products	77.1		73.9		4.3%	1.8			0.3			500.0%
European Roll Coated Aluminum	51.6		51.4		0.4%	3.4			3.2			6.3%
European Engineered Products	17.6		18.0		(2.2)%	(0.6		)	(0.9		)	33.3%
Other Non-Allocated	—		—		—	(4.1		)	(2.5		)	(64.0)%
Totals	$	233.0	$	229.9	1.3%	$	10.1		$	9.9		2.0%

Net Sales. Net sales include revenue recognized from the sales of our products less provisions for returns, allowances, rebates and discounts. Our net sales increased$3.1 million, or 1.3%, to $233.0 million in the second quarter of 2014 compared to $229.9 million in the second quarter of 2013. Net sales growth for the second quarter of 2014 was primarily driven by our U.S. Commercial Products segment. Foreign currency translation also resulted in an approximate $4.1 million increase in net sales during the quarter primarily as a result of the strengthening of the euro and British pound sterling against the U.S. dollar.

Total net sales for our U.S. segments increased$3.3 million, or 2.1%, to $163.8 million in the second quarter of 2014 compared to $160.5 million in the second quarter of 2013.

Net sales of our U.S. Residential Products segment increased$0.1 million, or 0.1%, to $86.7 million in the second quarter of 2014 compared to $86.6 million in the second quarter of 2013. Demand for our roof drainage and roofing accessory products in the distribution market improved during the second quarter of 2014 compared to the second quarter of 2013. Demand from contractors for our vinyl window and patio offerings also increased during the second quarter of 2014. These improvements were generally offset by a decline in home center demand during the second quarter of 2014.

Net sales of our U.S. Commercial Products segment increased$3.2 million, or 4.3%, to $77.1 million in the second quarter of 2014 compared to $73.9 million in the second quarter of 2013. Higher net sales resulted primarily from an increase in demand in the post frame construction market, which we believe benefited from the release of pent up demand from extreme weather conditions experienced during the first quarter of 2014. Net sales in the RV and transportation markets improved as result of higher demand from OEMs compared to the second quarter of 2013. These increases were partially offset by a decline in demand from OEMs for specialty coated aluminum coils and in architectural projects over the prior year quarter.

Total net sales for our European segments declined$0.2 million, or 0.3%, to $69.2 million in the second quarter of 2014 compared to $69.4 million in the second quarter of 2013. Foreign currency translation resulted in an approximate $4.1 million increase in net sales during the quarter primarily as a result of the strengthening of the euro and British pound sterling against the U.S. dollar.

29

Net sales of our European Roll Coated Aluminum segment increased$0.2 million, or 0.4%, to $51.6 million in the second quarter of 2014 compared to $51.4 million in the second quarter of 2013. Foreign currency translation resulted in higher net sales of approximately $2.9 million compared to the second quarter of 2013 primarily as a result of the strengthening of the euro and British pound sterling against the U.S. dollar. Excluding the impact of foreign currency, sales declined $2.7 million. Net sales declines resulted from lower demand for specialty coated coil and panels used in architectural and industrial projects in Western Europe. Demand in this market has been negatively impacted by continuing economic uncertainty and reduced consumer confidence. Net sales declines in this market were partially offset by higher demand from OEMs in the RV and transportation markets and from ongoing business development initiatives in emerging markets.

Net sales of our European Engineered Products segment declined$0.4 million, or 2.2%, to $17.6 million in the second quarter of 2014 compared to $18.0 million in the second quarter of 2013. Strengthening of foreign currencies, primarily the euro and British pound sterling against the U.S. dollar, resulted in higher net sales of approximately $1.2 million compared to the second quarter of 2013. Excluding the impact of foreign currency, sales declined $1.6 million. This decline is primarily due to lower demand for factory built holiday homes in the UK in the second quarter of 2014.

Cost of Goods Sold. Cost of goods sold includes the cost of raw materials, manufacturing labor, packaging, utilities, freight, maintenance and other elements of manufacturing overhead. Cost of goods sold increased$2.6 million, or 1.4%, to $193.1 million in the second quarter of 2014 compared to $190.5 million in the second quarter of 2013. Foreign currency translation resulted in higher cost of goods sold of approximately $3.4 million as a result of the strengthening of the euro and British pound sterling against the U.S. dollar. Excluding the impact of foreign currency, cost of goods sold declined $0.8 million. The decline in cost of goods sold is primarily related to volume declines in our European segments.

Selling and General. Selling and general expenses include salaries, benefits, incentive compensation, insurance, travel and entertainment and other administrative costs. Selling and general expenses declined$0.7 million, or 3.5%, to $19.2 million in the second quarter of 2014 compared to $19.9 million in the second quarter of 2013. Foreign currency translation resulted in higher selling and general costs of approximately $0.4 million as a result of the strengthening of the euro and British pound sterling against the U.S. dollar. Excluding the impact of foreign exchange, selling and general expenses declined $1.1 million. The decrease is due to organizational initiatives to improve efficiency and streamline operations across the Company and a decline in stock compensation expense due to the full vesting of the Company's 2009 restricted stock grant.

Depreciation and Amortization. Depreciation and amortization declined$0.2 million, or 2.4%, to $8.3 million in the second quarter of 2014 compared to $8.5 million in the second quarter of 2013.

Other Operating Charges.Other operating charges are comprised of restructuring initiatives, facility closures, and other operational initiatives. Other operating charges of $2.3 million in the second quarter of 2014increased$1.2 million compared to $1.1 million in the second quarter of 2013.

In the second quarter of 2014, other operating charges were primarily comprised of $1.0 million of severance costs related to workforce rationalization in the Company's North America business. After an ongoing review of its North America operations, the Company took steps to rationalize its workforce and to invest in select value-creating officer roles. These actions led to the elimination of certain non-essential salaried positions in the Company's North America business segments and at its Corporate Headquarters in Norcross, GA. The Company believes these steps will result in a more competitive platform that provides both meaningful operational and cost benefits. Additionally, other operating charges included professional fees for consulting services during the executive transition period of approximately $0.7 million and ongoing restructuring initiatives in the European Engineered Products segment of $0.6 million primarily comprised of severance costs for various social programs in France.

In the second quarter of 2013, other operating charges of approximately $1.1 million were primarily comprised of severance and relocation costs of $0.8 million related to restructuring and relocation initiatives in the European Engineered Products segment. These initiatives included the relocation from multiple plant facilities in the UK into one operating location intended to reduce overhead costs and streamline operations. The remaining $0.3 million of other operating charges in the second quarter of 2013 consisted of severance and relocation costs related to various other organizational initiatives to reduce operating costs and improve efficiencies.

Income (Loss) from Operations. As a result of the aforementioned items, our income from operations increased$0.2 million, to $10.1 million in the second quarter of 2014 compared to $9.9 million for the second quarter of 2013.

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Income from operations of our U.S. Residential Products segment declined$0.2 million to $9.6 million for the second quarter of 2014 compared to $9.8 million for the second quarter of 2013. This decrease is primarily related to a $0.4 million increase in other operating charges incurred as part of the workforce rationalization in North America. Excluding other operating charges, income from operations increased $0.2 million due primarily to changes in product mix during the quarter.

Income from operations of our U.S. Commercial Products segment increased$1.5 million to $1.8 million for the second quarter of 2014 compared to $0.3 million in the second quarter of 2013. This increase is primarily the result of higher sales volumes compared to the second quarter of 2013.

Income from operations of our European Roll Coated Aluminum segment increased$0.2 million to $3.4 million in the second quarter of 2014 compared to $3.2 million in the second quarter of 2013. The improvement in operating income was primarily due to higher gross margins as a result of higher net sales in the RV market combined with business development initiatives during the second quarter of 2014.

Loss from operations of our European Engineered Products segment improved $0.3 million to a loss of $0.6 million for the second quarter of 2014 compared to a loss of $0.9 million in the second quarter of 2013. This improvement was primarily due to lower operating charges totaling $0.6 million in the current quarter related to relocation and severance costs compared to approximately $0.8 million of other operating charges in the second quarter of 2013. Excluding the impact of these other operating charges, loss from operations improved $0.1 million. This improvement, despite the overall decline in sales volume, reflects successful organizational initiatives initiated in 2013 to combine multiple plant facilities and reduce operating costs in the UK.

Interest Expense. Interest expense for the second quarter of 2014 and for the second quarter of 2013 totaled approximately $13.9 million. Interest expense is primarily comprised of interest on our Senior Secured Notes, Senior Unsecured Loan Facility, ABL Credit Facility, and Dutch Revolving Credit Facility.

Other Income (Loss), Net.Other income (loss), net includes translation gains and losses on intercompany obligations, gains and losses on asset disposals, interest income and other income or expense items of a non-operating nature.

Other loss, net in the second quarter of 2014 of $0.5 million consisted primarily of translation losses on intercompany obligations due to the weakening of the euro compared to the U.S. dollar totaling $0.6 million, which were offset by gains of approximately $0.1 million on forward foreign currency contracts.

Other income, net in the second quarter of 2013 of $2.1 million consisted primarily of translation gains on intercompany obligations due to the strengthening of the euro compared to the U.S. dollar totaling $2.2 million, which were partially offset by losses of approximately $0.1 million on forward foreign currency contracts.

Benefit from Income Taxes. We reported an income tax benefit of $1.2 million for the second quarter of 2014 compared to a benefit of $0.3 million for the second quarter of 2013. Our effective tax rates were a benefit of 27.5% and 16.3% for the three months ended June 27, 2014 and June 28, 2013, respectively.

The effective rate for the second quarter of 2014 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and in U.S. federal and state jurisdictions.

The effective rate for the second quarter of 2013 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and in U.S. federal and state jurisdictions.

Our effective tax rate reflects a full valuation allowance on losses in the United States. Without a valuation allowance, earnings from the United States are generally taxed at rates higher than the foreign statutory tax rates. The effective tax rate also reflects a full valuation allowance on losses in the UK. A change in the mix of pretax income from the various tax jurisdictions can have a significant impact on our periodic effective tax rate.

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Net Loss. Our net loss was $3.1 million for the second quarter of 2014 compared to a net loss of $1.6 million for the second quarter of 2013.

Six months ended June 27, 2014 Compared to the Six months ended June 28, 2013.

The following table sets forth net sales and income (loss) from operations data by segment for the six months ended June 27, 2014 and June 28, 2013:

	Net Sales					Income (Loss) from Operations
	Six months ended					Six months ended
	June 27, 2014		June 28, 2013		Increase (Decrease)	June 27, 2014			June 28, 2013			Increase (Decrease)
	(in millions)
U.S. Residential Products	$	136.1	$	138.7	(1.9)%	$	8.3		$	9.6		(13.5)%
U.S. Commercial Products	131.1		128.5		(2.0)%	(3.2		)	(4.0		)	20.0%
European Roll Coated Aluminum	101.5		99.6		1.9%	7.3			5.6			30.4%
European Engineered Products	34.2		35.6		3.9%	(0.9		)	(3.5		)	74.3%
Other Non-Allocated	—		—		—%	(6.4		)	(5.2		)	(23.1)%
Totals	$	402.9	$	402.4	0.1%	$	5.1		$	2.5		104.0%

Net Sales. Net sales include revenue recognized from the sales of our products less provisions for returns, allowances, rebates and discounts. Our net sales increased$0.5 million, or 0.1%, to $402.9 million in the first half of 2014 compared to $402.4 million in the first half of 2013. Demand in our U.S. Commercial Products segment improved during the first half of 2014, while net sales in our U.S. Residential Products segment declined slightly over the prior year. Foreign currency translation resulted in an approximate $7.0 million increase in net sales during the first half of 2014 primarily as a result of the strengthening of the euro and British pound sterling against the U.S. dollar. Increases resulting from foreign currency fluctuations were offset by lower sales volumes as our European operating segments continue to be negatively impacted by economic uncertainty and reduced consumer confidence primarily in the RV and transportation end markets we serve.

Total net sales for our U.S. segments remained flat at $267.2 million in the first half of 2014 compared to $267.2 million in the first half of 2013.

Net sales of our U.S. Residential Products segment declined$2.6 million, or 1.9%, to $136.1 million in the first half of 2014 compared to $138.7 million in the first half of 2013. The decline in net sales was primarily the result of lower demand from the home center market during the first half of 2014 compared to 2013. The decline in home center net sales were partially offset by higher sales of our vinyl window and patio offerings and improved demand for our roof drainage and roofing accessory products in the distributor market.

Net sales of our U.S. Commercial Products segment increased$2.6 million, or 2.0%, to $131.1 million in the first half of 2014 compared to $128.5 million in the first half of 2013. Higher net sales resulted from higher demand in the post frame construction markets and from OEMs in both the RV and transportation markets. Net sales increases were offset by a decline in demand in the architectural construction markets.

Total net sales for our European segments increased$0.5 million, or 0.4%, to $135.7 million in the first half of 2014 compared to $135.2 million in the first half of 2013. Foreign currency translation resulted in an approximate $7.0 million increase in net sales during the first half of 2014 as a result of the strengthening of the euro and British pound sterling against the U.S. dollar.

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Net sales of our European Roll Coated Aluminum segment increased$1.9 million, or 1.9%, to $101.5 million in the first half of 2014 compared to $99.6 million in the first half of 2013. Foreign currency translation resulted in higher net sales of approximately $5.0 million compared to the prior year period as a result of the strengthening of the euro and British pound sterling against the U.S. dollar. Excluding the impact of foreign currency, sales declined $3.1 million. Net sales declines resulted from lower demand for specialty coated coil and panels used in architectural and industrial projects in Western Europe. Demand in this market has been negatively impacted by continuing economic uncertainty and reduced consumer confidence. Net sales declines in this market were partially offset by higher demand from OEMs in the RV and transportation markets and from ongoing business development initiatives in emerging markets.

Net sales of our European Engineered Products segment declined$1.4 million, or 3.9%, to $34.2 million in the first half of 2014 compared to $35.6 million in the first half of 2013. Strengthening of foreign currencies, primarily the euro and British pound sterling against the U.S. dollar, resulted in higher net sales of approximately $2.0 million compared to the first half of 2013. Excluding the impact of foreign currency, net sales declined $3.4 million. This decline is primarily due to lower demand for factory built holiday homes in the UK in the first half of 2014.

Cost of Goods Sold. Cost of goods sold includes the cost of raw materials, manufacturing labor, packaging, utilities, freight, maintenance and other elements of manufacturing overhead. Cost of goods sold increased$0.4 million, or 0.1%, to $340.0 million in the first half of 2014 compared to $339.6 million in the first half of 2013. Foreign currency translation resulted in higher cost of goods sold of approximately $5.8 million as a result of the strengthening of the euro against the U.S. dollar. Excluding the impact of foreign currency, cost of goods sold declined $5.4 million. The decline in cost of goods sold is primarily related to volume declines in our European segments. Cost of goods sold in our European Engineered Products segment also declined as a result of lower variable labor costs as a result of efficiency improvements related to the consolidation and restructuring activities in the UK.

Selling and General. Selling and general expenses include salaries, benefits, incentive compensation, insurance, travel and entertainment and other administrative costs. Selling and general expenses declined$1.4 million, or 3.6%, to $38.0 million in the first half of 2014 compared to $39.4 million in the first half of 2013. Foreign currency translation resulted in higher selling and general costs of approximately $0.7 million as a result of the strengthening of the euro and British pound sterling against the U.S. dollar. Excluding the impact of foreign exchange, selling and general expenses declined $2.1 million. The decrease is due to organizational initiatives to improve efficiency and streamline operations across the Company and a decline in stock compensation expense due to the full vesting of the Company's 2009 restricted stock grant.

Depreciation and Amortization. Depreciation and amortization declined$0.5 million, or 2.9%, to $16.5 million in the first half of 2014 compared to $17.0 million in the first half of 2013.

Other Operating Charges.Other operating charges are comprised of restructuring initiatives, facility closures, and other operational initiatives. Other operating charges of $3.3 million in the first half of 2014declined$0.6 million compared to $3.9 million in the first half of 2013. In the second quarter of 2014, after an ongoing review of its North American operations, the Company took steps to rationalize its workforce and to invest in select value-creating officer roles. These actions led to the elimination of certain non-essential salaried positions in the Company's North America business segments and at its Corporate Headquarters in Norcross, GA. The Company believes these steps will result in a more competitive platform that provides both meaningful operational and cost benefits.

In the first half of 2014, other operating charges of approximately $3.3 million were primarily comprised of severance costs and legal and professional fees. Other operating charges included $1.2 million related to severance and relocation costs in the U.S., of which $1.0 million related to the aforementioned workforce rationalization. Ongoing restructuring initiatives in the European Engineered Products segment totaled $1.1 million including approximately $0.8 million of severance costs for various social programs in France and $0.3 million of severance in the UK. Professional fees for consulting services during the executive transition period totaled $0.9 million and other legal and professional fees totaled $0.1 million.

In the first half of 2013, other operating charges of approximately $3.9 million were primarily comprised of restructuring and relocation initiatives in the European Engineered Products segment including a $1.6 million loss related to the sale of land and buildings and $1.4 million of relocation and other restructuring charges. These initiatives include the relocation from multiple plant facilities in the UK into one operating location and were intended to reduce overhead costs and streamline operations. The remaining $0.9 million other operating charges in the first half of 2013 were comprised primarily of severance and relocation costs related to various organizational initiatives to reduce operating costs and improve efficiencies.

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Income (Loss) from Operations. As a result of the aforementioned items, our income from operations increased$2.6 million, to $5.1 million in the first half of 2014 compared to $2.5 million for the first half of 2013.

Income from operations of our U.S. Residential Products segment declined$1.3 million to $8.3 million for the first half of 2014 compared to $9.6 million for the first half of 2013. Excluding the increase in other operating charges of $0.4 million, income from operations declined $0.9 million. This decrease is primarily related to an overall decline in net sales and due to changes in product mix during the first half of 2014 compared to the first half of 2013 .

Loss from operations of our U.S. Commercial Products segment improved $0.8 million to a loss of $3.2 million for the first half of 2014 compared to a loss of $4.0 million in the first half of 2013. Excluding the increase in other operating charges of $0.2 million, income from operations improved $1.0 million. This improvement is primarily the result of higher sales volumes compared to the first half of 2013.

Income from operations of our European Roll Coated Aluminum segment increased$1.7 million to $7.3 million in the first half of 2014 compared to $5.6 million in the first half of 2013. The improvement in operating income was primarily due to higher gross margins as a result of higher net sales in the RV market combined with business development initiatives during the first half of 2014.

Loss from operations of our European Engineered Products segment improved $2.6 million to a loss of $0.9 million for the first half of 2014 compared to a loss of $3.5 million in the first half of 2013. This improvement was primarily due to a $1.9 million decline in other operating charges from approximately $3.0 million in the first half of 2013 compared to $1.1 million in the first half of 2014. Other operating charges in the first half of 2013 related primarily to the relocation and consolidation of multiple plant facilities into one location in the UK. Excluding the impact of other operating charges, loss from operations improved $0.7 million over the prior year despite an overall decline in sales volume. This improvement in income from operations reflects organizational initiatives to streamline operations and improve efficiency and reflects a focus on customer and product profitability initiatives.

Interest Expense. Interest expense for the first half of 2014 and for the first half of 2013 totaled approximately $27.7 million and $27.5 million, respectively. Interest expense is primarily comprised of interest on our Senior Secured Notes, Senior Unsecured Loan Facility, ABL Credit Facility, and Dutch Revolving Credit Facility.

Other Income (Loss), Net.Other income (loss), net includes translation gains and losses on intercompany obligations, gains and losses on asset disposals, interest income and other income or expense items of a non-operating nature.

Other loss, net in the first half of 2014 of $0.3 million consisted primarily of translation losses on intercompany obligations due to the weakening of the euro compared to the U.S. dollar totaling $0.4 million, which were offset by gains on forward foreign currency contracts of $0.1 million.

Other loss, net in the first half of 2013 of $4.2 million consisted primarily of translation losses on intercompany obligations due to the weakening of the euro and British pound sterling compared to the U.S. dollar totaling $4.8 million, which were partially offset by gains of $0.4 million as a result of favorable legal settlements and approximately $0.2 million on forward foreign currency contracts.

(Benefit from) Provision for Income Taxes. We reported an income tax benefit of $0.5 million for the first half of 2014 compared to a tax provision of $0.4 million for the first half of 2013. Our effective tax rates were a benefit of 2.1% for the six months ended June 27, 2014 and a provision of 1.5% for the six months ended June 28, 2013.

The effective rate for the first half of 2014 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and in U.S. federal and state jurisdictions.

The effective rate for the first half of 2013 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and in U.S. federal and state jurisdictions.

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Our effective tax rate reflects a full valuation allowance on losses in the U.S. Without a valuation allowance, earnings from the United States are generally taxed at rates higher than the foreign statutory tax rates. The effective tax rate also reflects a full valuation allowance on losses in the UK. A change in the mix of pretax income from the various tax jurisdictions can have a significant impact on our periodic effective tax rate.

Net Loss. Our net loss was $22.4 million for the first half of 2014 compared to a net loss of $29.7 million for the first half of 2013.

Liquidity and Capital Resources

Our principal sources of liquidity are from cash and cash equivalents, cash from operations and borrowings under our ABL Credit Facility and Dutch Revolving Credit Facility. As of June 27, 2014, we had cash and cash equivalents of $2.5 million. Net cash used in operating activities was $25.1 million for the six months ended June 27, 2014 compared to net cash used in operating activities of $33.4 million for the six months ended June 28, 2013. As of June 27, 2014, we had $53.0 million outstanding and availability of $17.0 million under our ABL Credit Facility and $4.4 million outstanding and availability of $16.1 million on our Dutch Revolving Credit Facility.

Our ability to make debt service payments, refinance our indebtedness, maintain capital assets and satisfy our other capital and commercial commitments will depend on our ability to generate cash flow in the future. This ability, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors. While these factors are beyond our control, we frequently invest in sources of liquidity with the intent of improving our ability to generate future cash flow. Such investments have, and may in the future, include product development initiatives, restructuring and growth oriented capital expenditures, and business acquisitions. We believe our June 27, 2014 cash levels, together with our cash from operations and borrowings under our revolving credit facilities will be adequate to fund our cash requirements based on our current level of operations for at least the next twelve months.

Debt

Notes

Our Notes consist of an aggregate principal amount of $375 million, which were issued pursuant to an indenture (the "Indenture"), dated March 18, 2011, among Euramax Holdings, Inc. ("Euramax Holdings"), Euramax International, Inc. ("Euramax International"), and certain of its domestic subsidiaries as guarantors, and Wells Fargo Bank, National Association, the Trustee.The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings and Amerimax Richmond Company, a 100% owned domestic subsidiary of Euramax International. The Notes bear interest at 9.50% per year and mature on April 1, 2016, unless earlier redeemed or repurchased by Euramax International. Interest is payable semi-annually on April 1 and October 1 of each year.

The Notes are secured by a first priority security interest in (i) substantially all of the assets of Euramax International and the guarantors (other than inventory and accounts receivable and related assets, which assets secure the ABL Credit Facility on a first priority basis) and (ii) all of Euramax International's capital stock and the capital stock of each material domestic restricted subsidiary owned by Euramax International or a guarantor and 65% of the voting capital stock and 100% of any non-voting capital stock of foreign restricted subsidiaries directly owned by us or a guarantor, and a second priority security interest in our inventory, receivables and related assets.

The Notes may be redeemed at Euramax International's option, in whole or in part, under the conditions specified in the Indenture, at the following redemption prices plus accrued and unpaid interest to the redemption date, if redeemed during the twelve month period beginning on April 1 of the years indicated:

Year	Percentage
2013	107.125	%
2014	104.750	%
2015 and thereafter	100.000	%

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The Indenture governing the Notes contains restrictive covenants that limit, among other things, the ability of Euramax International and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants. These limitations also limit Euramax International's ability to transfer cash or assets to Euramax Holdings, whether by dividend, loan, or otherwise. The Indenture also contains customary events of default. If Euramax International undergoes a change of control (as defined in the Indenture), Euramax International will be required to make an offer to repurchase the notes at 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption.

Senior Unsecured Loan Facility

In March 2011, Euramax Holdings, Euramax International, and certain of its domestic subsidiaries entered into the Senior Unsecured Loan Facility with investment funds affiliated with Highland Capital Management, L.P. and Levine Leichtman Capital Partners, as lenders in the aggregate principal amount of $125.0 million. The indebtedness incurred under the Senior Unsecured Loan Facility was issued at 98% of par on March 18, 2011 and matures on October 1, 2016. The difference between the consideration received and the aggregate face amount of the Senior Unsecured Loan Facility ($1.1 million) is being amortized and recorded in interest expense using the effective interest rate method over the term. The Senior Unsecured Loan Facility bears interest at 12.25% per year in the event no election is made to pay interest in kind (PIK), and 14.25% (7.875% cash pay and 6.375% PIK) per annum in the event a PIK election is made. Euramax International may make a PIK election for up to six quarters during the term of the Senior Unsecured Loan Facility. The interest rate on outstanding borrowings at June 27, 2014 was 12.25%, as the Company has not made a PIK election. During the first quarter of 2014, Levine Leichtman Capital Partners reached an agreement to assign their holdings in the Senior Unsecured Loan Facility to Credit Suisse Loan Funding LLC.

Euramax International may prepay outstanding amounts under the Senior Unsecured Loan Facility, in whole or in part, at the prices (expressed as a percentage of the loans) set forth below:

Prepayment Date	Percentage
On or after the second anniversary of the closing but prior to the third anniversary thereof	103	%
On or after the third anniversary of the closing but prior to the fourth anniversary thereof	102	%
On or after the fourth anniversary of the closing	100	%

Upon a change of control, Euramax International may be required to prepay all or a portion of the Senior Unsecured Loan Facility at a price equal to 101% of the principal amount plus accrued and unpaid interest.All obligations under the Senior Unsecured Loan Facility are unconditionally guaranteed by Euramax Holdings, Euramax International, and substantially all of Euramax International's existing and future direct and indirect 100% owned domestic material restricted subsidiaries subject to certain exceptions.

The Senior Unsecured Loan Facility contains restrictive covenants that limit, among other things, the ability of Euramax International and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of our assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants.

The Senior Unsecured Loan Facility contains certain customary representations and warranties, affirmative covenants and events of default, including among other things, payment defaults, covenant defaults, cross‑defaults to certain indebtedness, certain events of bankruptcy, material judgments, and failure of any guaranty supporting the Senior Unsecured Loan Facility to be in force and effect in any material respect. If such an event of default occurs, the administrative agent would be entitled to take various actions, including the acceleration of amounts due under the Senior Unsecured Loan Facility and all actions permitted to be taken by an unsecured creditor.

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ABL Credit Facility

On March 18, 2011, Euramax Holdings, Euramax International, and certain of its domestic subsidiaries entered into the ABL Credit Facility with various lenders, Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner. The ABL Credit Facility provides for revolving credit financing of up to $70 million, subject to a borrowing base.

On March 21, 2014 and May 8, 2014, the ABL Credit Facility was amended to, among other items, (i) reduce the applicable margin rate for LIBOR borrowings from a range of 2.00% to 2.75% to a range of 1.75% to 2.25% and reduce the applicable margin rate for Base Rate borrowings from a range of 1.00% to 1.75% to a range of 1.00% to 1.25%, in each case, based on average excess availability rather than corporate credit ratings of the Company, (ii) reduce the minimum excess availability threshold to $1.0 million, (iii) reduce the fixed charge coverage ratio from 1.15 to 1.00, (iv) suspend the testing of the fixed charge coverage ratio (A) during fiscal year 2014, unless a Seasonal Overadvance A is then in effect, (B) at all other times including during fiscal year 2014 during the occurrence of a Seasonal Overadvance B or (C) during the occurrence of a Seasonal Overadvance C, (v) suspend the testing of the minimum consolidated EBITDA test except (A) during fiscal year 2014 if a Seasonal Overadvance A is then in effect, (B) at any time during the life of the ABL Credit Facility, during the occurrence of a Seasonal Overadvance B or (C) at any time during the life of the ABL Credit Facility during the occurrence of a Seasonal Overadvance C, and (vi) provide for the three mutually exclusive overadvance facilities as described below.

"Seasonal Overadvance A", in the amount of $15.0 million, is available to the Company from February 1 of each year through May 31 of each such year, subject to the Company demonstrating compliance with the fixed charge coverage ratio of 1.00:1.00, payment of a fee in the amount of 0.20% of the amount of such facility (the "Seasonal Overadvance Fee") and other customary conditions.

"Seasonal Overadvance B", in the amount of $9.0 million, is available to the Company from February 1 of each year through November 30 of each such year, subject to the Company demonstrating compliance with a U.S. fixed charge coverage ratio of 1.00:1.00, payment of the Seasonal Overadvance Fee (except to the extent already paid during such calendar year), maintenance of a U.S. fixed charge coverage ratio of 1.00:1.00 and other customary conditions.

"Seasonal Overadvance C", in the amount of the lesser of (i) $6.0 million and (ii) the sum of (a) 10% of the first component of the borrowing base and (b) 10% of the second component of the borrowing base, is available to the Company from February 1 of each year through August 22 of each such year, subject to the payment of the Seasonal Overadvance Fee (except to the extent already paid during such calendar year), maintenance of a minimum consolidated EBITDA over the trailing twelve months of $52.0 million ($50.0 million for fiscal 2014) and other customary conditions.

Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either (a) LIBOR plus an applicable margin or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by Regions Bank as its “prime rate” for commercial loans, (2) the federal funds effective rate plus 0.50% and (3) the one-month LIBOR plus 1.00%, plus an applicable margin. The applicable margin is dependent upon the type of borrowings Euramax International has made under the ABL Credit Facility. At June 27, 2014, the applicable margins were 2.25% and 1.25% for LIBOR and Base Rate borrowings, respectively. After June 27, 2014, the applicable margins are subject to Euramax International’s Average Excess Availability Percentage for the most recently ended fiscal quarter and range from 1.75% to 2.25% for LIBOR borrowings and 1.00% to 1.25% for Base Rate borrowings. The weighted average interest rate at June 27, 2014, including the applicable margin payable on outstanding borrowings under the ABL Credit Facility, was 2.40%. The ABL Credit Facility requires Euramax International to pay a commitment fee ranging from 0.375% to 0.5%, based on the unutilized commitments. Euramax International is also required to pay customary letter of credit fees, including, without limitation, a letter of credit fee equal to the applicable margin on revolving credit LIBOR loans and fronting fees.

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Dutch Revolving Credit Facility

In February 2012, our 100% owned subsidiary in the Netherlands, Euramax Coated Products, BV entered into the Dutch Revolving Credit Facility with Rabobank Roermond (Rabobank). The Dutch Revolving Credit Facility provides revolving credit financing of up to EUR 15 million and matures on April 1, 2016. Borrowings under the Dutch Revolving Credit Facility bear interest at a rate per annum which is the aggregate of the average one month Euribor rate over a calendar month plus a margin of 2% and requires payment of a Credit Fee of 0.35% per annum on the nominal amount of the credit facility. All obligations under the Dutch Revolver are secured by a mortgage on the real estate of Euramax Coated Products, BV, a pledge on present and future machinery and present and future accounts receivable balances of Euramax Coated Products, BV.

The Dutch Revolving Credit Facility contains financial and non-financial covenants customary for this type of financing. Financial covenants include, but are not limited to a minimum annual EBITDA target and a minimum requirement for risk-bearing capital, for Euramax Coated Products, BV, both measured at the Company's fiscal year end. The Dutch Revolving Credit Facility also contains a clause limiting further indebtedness.

Covenant Ratios Contained in the Indenture, the ABL Credit Facility and the Senior Unsecured Loan Facility.    

The Indenture governing the Notes and the Senior Unsecured Loan Facility contain two material covenants which utilize financial ratios. These covenants do not require Euramax International to maintain specified ratio levels at all times or at regular intervals. However, if Euramax International elected to incur additional indebtedness under the ratio test without having availability under other debt baskets, or make restricted payments under the restricted payment covenant without having availability under our restricted payment baskets, non-compliance with these covenants could result in an event of default under the Indenture and, under certain circumstances, a requirement to immediately repay all amounts outstanding under the Notes and could trigger a cross-default under our credit facilities or other indebtedness Euramax International may incur in the future. Euramax International is permitted to incur indebtedness under the Indenture and the Senior Unsecured Loan Facility if the ratio of Consolidated Cash Flow to Fixed Charges on a pro forma basis (referred to in the Indenture and the Senior Unsecured Loan Facility as the "Fixed Charge Coverage Ratio") is greater than 2:1 or, if the ratio is less, only if the indebtedness falls into specified debt baskets, including, for example, a credit agreement debt basket, an existing debt basket, a capital lease and purchase money debt basket, an intercompany debt basket, a permitted guarantee debt basket, a hedging debt basket, a receivables transaction debt basket and a general debt basket. In addition, under the Indenture and Senior Unsecured Loan Facility, Euramax International is permitted to incur secured debt only if the ratio of Consolidated Secured Indebtedness to Consolidated Cash Flow on a pro forma basis (referred to in the Indenture and the Senior Unsecured Loan Facility as the "Secured Debt Ratio") is equal to or less than 3.75:1.00. Second, the restricted payment covenant provides that Euramax International may declare certain dividends, or repurchase equity securities, in certain circumstances only if the Fixed Charge Coverage Ratio is greater than 2:1. In addition, under the ABL Credit Facility, Euramax International is required to meet either a minimum consolidated Fixed Charge Coverage Ratio or a minimum consolidated EBITDA, in each case under certain circumstances, when excess availability is less than 12.5% of the lesser of the aggregate amount of commitments outstanding at such time and the borrowing base.

The Fixed Charge Coverage Ratio and the Secured Debt Ratio under the Indenture only limit the ability of Euramax International to incur additional indebtedness and the failure of the Company to be within these ratios would not be an event of default under the Indenture or Senior Unsecured Loan Facility. Euramax has not incurred any additional indebtedness or made any restricted payments pursuant to the provisions in the Indenture and the Senior Unsecured Loan Facility that rely on such ratios.

The provisions of the ABL Credit Facility only require Euramax International to meet the Minimum Consolidated Adjusted EBITDA or Minimum Fixed Charge Coverage Ratio under the ABL Credit Facility when excess availability is less than 12.5%. As of June 27, 2014, because excess availability under the ABL Credit Facility exceeded 12.5% of the borrowing base, Euramax International was not required to meet the Minimum Consolidated Adjusted EBITDA or Minimum Consolidated Fixed Charge Coverage Ratio under the ABL Credit Facility. The Company does not expect excess availability to fall below 12.5% on any testing date during the next twelve months.

38

Cash Flows

The following table summarizes our cash flows for the six months ended June 27, 2014 and June 28, 2013:

	Six months ended
	June 27, 2014			June 28, 2013
	(in thousands)
Net cash used in operating activities	$	(25,140	)	$	(33,383	)
Net cash used in investing activities	(2,895		)	(2,772		)
Net cash provided by financing activities	21,859			31,255
Effect of exchange rate changes on cash	(274		)	(23		)
Net decrease in cash and cash equivalents	$	(6,450	)	$	(4,923	)

Six months ended June 27, 2014 Compared to the Six months ended June 28, 2013.

Operating Activities. Cash used in operating activities in the first half of 2014 was approximately $25.1 million compared to cash used in operating activities of $33.4 million for the first half of 2013, an increase in cash flow of $8.2 million. Cash flow from operations included interest payments totaling $22.1 million and $26.0 million for the six month periods ended June 27, 2014 and June 28, 2013, respectively. This improvement in operating cash flow is primarily related to the timing of the Company's interest payment on the Senior Unsecured Loan Facility. The remaining improvement in operating cash flow over the prior year is primarily driven by successful initiatives in the first half of 2014 to manage working capital levels.

Investing Activities. Cash used in investing activities in the first half of 2014 was $2.9 million. Capital expenditures of $3.0 million were offset by proceeds from asset sales of approximately $0.1 million in the first half of 2014.

Cash used in investing activities in the first half of 2013 was $2.8 million. Capital expenditures of $5.0 million were offset by $2.2 million of proceeds from the sale of assets in the first half of 2013. The proceeds from the sale of assets included $2.0 million related to the sale of assets held for sale in our European Engineered Products segment.

Financing Activities. Cash provided by financing activities during the first half of 2014 was $21.9 million and consisted primarily of net borrowings on our ABL Credit Facility totaling $16.3 million, net borrowings on our Dutch Revolving Credit Facility totaling $4.4 million, and an increase in cash overdrafts of $1.3 million. Net cash provided by these borrowings was partially offset by $0.1 million of debt issuance costs related to the amendment of the ABL Credit Facility.

Cash provided by financing activities during the first half of 2013 was $31.3 million and consisted primarily of net borrowings under the ABL Credit Facility of $23.0 million, an increase in cash overdrafts of $5.1 million, and net borrowings on our Dutch Revolving Credit Facility totaling $3.3 million. Net cash provided by these borrowings were partially offset by $0.2 million of debt issuance costs related to the amendment of the ABL Credit Facility.

Capital Expenditures

Our capital expenditures for the first half of 2014 and the first half of 2013 were $3.0 million and $5.0 million, respectively. Capital expenditures in each period relate primarily to purchases and upgrades of coil coating, fabricating, transportation and material moving and handling equipment.

39

Seasonality; Inflation

Our sales have historically been seasonal, with the second and third quarters typically accounting for our highest sales volumes. First and fourth quarter sales volumes are generally lower primarily due to reduced repair and remodel activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in our geographic end markets, as well as customer plant shutdowns in the RV and automotive industries during holidays and model changeovers.

Our cost of goods sold is subject to inflationary pressures and price fluctuations of the raw materials we use, particularly the cost of aluminum and steel. In addition, we are party to certain leases that contain escalator clauses contingent on increases based on changes in the Consumer Price Index. We believe that inflation and deflation had a minimal impact on our overall results of operations during the six months ended June 27, 2014 and June 28, 2013.

Working Capital Management

Working capital increased$9.4 million, or 10.7%, to $97.5 million as of June 27, 2014 from $88.1 million as of December 31, 2013. The increase in working capital is primarily attributable to seasonal increases in accounts receivable and inventory partially offset by increases in accounts payable and current borrowings on our Dutch Revolving Credit Facility. We historically experience an increase in inventory and accounts receivable during the first half of the year as many customers in our markets increase purchases in the spring and gradually decline throughout the second half of the year.

Accounts receivable of $111.2 million as of June 27, 2014increased$37.2 million, or 50.3%, from $74.0 million as of December 31, 2013. As of June 27, 2014, days sales outstanding in accounts receivable were 43.4 days, compared to 35.8 days as of December 31, 2013. The primary reason for the increase in accounts receivable was a 33.0% increase in net sales for the two months ended June 27, 2014 compared to the two months ended December 31, 2013. Typically the majority of outstanding receivables are generated from net sales in the preceding two months.

Inventories of $113.4 million as of June 27, 2014increased$23.6 million, or 26.3%, from $89.8 million as of December 31, 2013, primarily as a result of seasonal increases in demand. As of June 27, 2014, days sales in inventories were 53.4 days, compared to 49.7 days as of December 31, 2013.

Accounts payable of $90.4 million as of June 27, 2014increased$33.1 million, or 57.8%, from $57.3 million as of December 31, 2013. Higher accounts payable balances reflect increasing inventory levels throughout the year to support higher demand in peak seasons.

Current portion of long-term debt increased $4.4 million as of June 27, 2014. The Current portion of long-term debt consisted of outstanding borrowings on the Dutch Revolving Credit Facility totaling $4.4 million as of June 27, 2014 compared to no outstanding borrowings as of December 31, 2013.

Critical Accounting Policies

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles. In order to apply these principles, management must make judgments, assumptions and estimates based on the best available information at the time. Management bases these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. For the three months ended June 27, 2014, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2013.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of June 27, 2014.

40

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in currency exchange rates (primarily the euro and British pound sterling), interest rates and commodity prices (primarily aluminum and steel). The Company has entered into forward contracts to buy or sell a quantity of currency at a predetermined price or quantity to mitigate uncertainty and volatility, and cover underlying exposure to certain payments in currencies other than the functional currency.

Foreign Currency Exchange Risk

Approximately 33.8% of our net sales for the six months ended June 27, 2014 originated in Europe. Although our sales outside the United States are subject to exchange rate fluctuations, we do not use derivatives to manage our foreign currency exchange risks resulting from foreign sales. Changes in foreign exchange rates affect other income recorded in relation to translation gains and losses on intercompany obligations denominated in a foreign currency.

Interest Rate Risk

We manage interest rate risk through the use of fixed rate debt and may in the future utilize interest rate swap contracts. We have fixed rate debt from our Notes and our Senior Unsecured Loan Facility. Our floating rate exposure is related to our ABL and Dutch Revolving Credit Facilities, which are tied to changes in the LIBOR and Euribor rates, respectively.

We had no interest rate swap contracts outstanding during the six months ended June 27, 2014 or June 28, 2013.

Commodity Price Risk

From time to time we enter into contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. We may also choose to commit to purchase a specific quantity of aluminum over a specified time period at a fixed price, exposing us to the difference between the fixed price and the market price of aluminum during that time period. We do not use hedges to manage our long-term risks relating to market prices of steel and aluminum raw materials because we are generally able to pass on changes in market prices to customers.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

The Company under the supervision and with the participation of the Company’s management, including the President (its principal executive officer) and the Chief Financial Officer (its principal financial officer), evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d- 15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our management, including our President and our Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of June 27, 2014.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended June 27, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

41

Part II. Other Information

Item 1.  Legal Proceedings

From time to time, we are party to various legal proceedings arising in the ordinary course of business. The Company is not currently a party to any legal proceeding the result of which it believes could have a material adverse impact upon its business, financial position or results of operations.

Item 1A.  Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2013, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes in the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2013.

Item 6.  Exhibits

EXHIBIT INDEX

Number	Exhibit Title
3.1	Certificate of Amendment, dated as of May 27, 2014, to the Amended and Restated Certificate of Incorporation of Euramax Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 333-05978) filed with the SEC on May 29, 2014)
31.1	Rule 13a-14(a)/15d-14(a) Certification of Euramax Holdings, Inc.'s President.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Euramax Holding's Inc.’s Chief Financial Officer.
32.1	Certification of the CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase

42

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	EURAMAX HOLDINGS, INC.
Date: August 8, 2014	/s/ Mary S. Cullin
	Mary S. Cullin
	Senior Vice President, Chief Financial Officer & Treasurer

43

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Hugh E. Sawyer, President, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended June 27, 2014 of Euramax Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 8, 2014	/s/ Hugh E. Sawyer
		Hugh E. Sawyer
		President (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mary S. Cullin, Senior Vice President, Chief Financial Officer & Treasurer, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended June 27, 2014 of Euramax Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2014	/s/ Mary S. Cullin
	Mary S. Cullin
	Senior Vice President, Chief Financial Officer & Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CEO AND CFO

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Euramax Holdings, Inc., (the “Company”), on Form 10-Q for the period ended June 27, 2014, (the “Report”), I, Hugh E. Sawyer, President, and I, Mary S. Cullin, Senior Vice President, Chief Financial Officer & Treasurer, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. the Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2014	/s/ Hugh E. Sawyer
	Hugh E. Sawyer
	President (Principal Executive Officer)

Date: August 8, 2014	/s/ Mary S. Cullin
	Mary S. Cullin
	Senior Vice President, Chief Financial Officer & Treasurer

XML

- Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 27, 2014	Jun. 28, 2013	Jun. 27, 2014 segments	Jun. 28, 2013
Segment Reporting Information [Line Items]
Third party, net sales	$ 232,990	$ 229,861	$ 402,894	$ 402,406
Income (loss) from operations	10,131	9,884	5,121	2,452
Depreciation and amortization	8,251	8,450	16,453	17,043
Capital expenditures	(1,473)	(2,732)	(2,961)	(4,958)
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments [Abstract]
Number of reportable segments			4
U.S. Residential Products
Segment Reporting Information [Line Items]
Third party, net sales	86,926	86,766	136,505	139,019
Income (loss) from operations	9,595	9,799	8,278	9,576
Depreciation and amortization	2,723	2,905	5,456	5,830
Capital expenditures	(321)	(770)	(660)	(1,203)
U.S. Commercial Products
Segment Reporting Information [Line Items]
Third party, net sales	77,099	74,084	131,126	128,798
Income (loss) from operations	1,781	337	(3,216)	(4,081)
Depreciation and amortization	2,315	2,620	4,857	5,238
Capital expenditures	(148)	(568)	(703)	(1,006)
European Roll Coated Aluminum
Segment Reporting Information [Line Items]
Third party, net sales	51,707	51,400	101,844	99,683
Income (loss) from operations	3,389	3,153	7,318	5,640
Depreciation and amortization	2,358	2,380	4,711	4,714
Capital expenditures	(465)	(1,069)	(805)	(1,810)
European Engineered Products
Segment Reporting Information [Line Items]
Third party, net sales	17,594	18,007	34,171	35,643
Income (loss) from operations	(598)	(904)	(944)	(3,532)
Depreciation and amortization	446	412	863	996
Capital expenditures	(319)	(47)	(482)	(216)
Other Non-Allocated
Segment Reporting Information [Line Items]
Third party, net sales	0	0	0	0
Income (loss) from operations	(4,036)	(2,501)	(6,315)	(5,151)
Depreciation and amortization	409	133	566	265
Capital expenditures	(220)	(278)	(311)	(723)
Eliminations
Segment Reporting Information [Line Items]
Third party, net sales	(336)	(396)	(752)	(737)
Income (loss) from operations	0	0	0	0
Depreciation and amortization	0	0	0	0
Capital expenditures	0	0	0	0
Operating Segments
Segment Reporting Information [Line Items]
Third party, net sales	232,990	229,861	402,894	402,406
Operating Segments | U.S. Residential Products
Segment Reporting Information [Line Items]
Third party, net sales	86,709	86,567	136,109	138,685
Operating Segments | U.S. Commercial Products
Segment Reporting Information [Line Items]
Third party, net sales	77,067	73,930	131,066	128,500
Operating Segments | European Roll Coated Aluminum
Segment Reporting Information [Line Items]
Third party, net sales	51,620	51,357	101,548	99,578
Operating Segments | European Engineered Products
Segment Reporting Information [Line Items]
Third party, net sales	17,594	18,007	34,171	35,643
Operating Segments | Other Non-Allocated
Segment Reporting Information [Line Items]
Third party, net sales	0	0	0	0
Operating Segments | Eliminations
Segment Reporting Information [Line Items]
Third party, net sales	0	0	0	0
Segment Reconciling Items
Segment Reporting Information [Line Items]
Third party, net sales	0	0	0	0
Segment Reconciling Items | U.S. Residential Products
Segment Reporting Information [Line Items]
Third party, net sales	217	199	396	334
Segment Reconciling Items | U.S. Commercial Products
Segment Reporting Information [Line Items]
Third party, net sales	32	154	60	298
Segment Reconciling Items | European Roll Coated Aluminum
Segment Reporting Information [Line Items]
Third party, net sales	87	43	296	105
Segment Reconciling Items | European Engineered Products
Segment Reporting Information [Line Items]
Third party, net sales	0	0	0	0
Segment Reconciling Items | Other Non-Allocated
Segment Reporting Information [Line Items]
Third party, net sales	0	0	0	0
Segment Reconciling Items | Eliminations
Segment Reporting Information [Line Items]
Third party, net sales	$ (336)	$ (396)	$ (752)	$ (737)

XML

Commitments and Contingencies (Details) (USD $) In Thousands, unless otherwise specified	0 Months Ended	3 Months Ended		6 Months Ended
	Sep. 25, 1996 sites	Jun. 27, 2014	Jun. 28, 2013	Jun. 27, 2014	Jun. 28, 2013
Commitments and Contingencies Disclosure [Abstract]
Number of National Priorities List sites for which the Company is indemnified for substantially all costs related to specifically identified environmental matters	11
Number of National Priorities List sites for which the Company is indemnified for certain potential costs related to specifically identified environmental matters	9
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Balance, beginning of period		$ 5,389	$ 5,098	$ 5,326	$ 5,098
Payments made or service provided		934	(955)	(1,555)	(1,831)
Warranty expense		493	884	1,175	1,841
Foreign currency translation		(2)	20	0	(61)
Balance, end of period		$ 4,946	$ 5,047	$ 4,946	$ 5,047

XML

Segment Information (Tables)

6 Months Ended

Jun. 27, 2014

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table presents information about reported segments for the three months ended June 27, 2014:

	U.S. Residential Products		U.S. Commercial Products		European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
Three months ended June 27, 2014	(in thousands)
Net sales:
Third party	$	86,709	$	77,067	$	51,620	$	17,594		$	—		$	—		$	232,990
Intersegment	217		32		87		—			—			(336		)	—
Total net sales	$	86,926	$	77,099	$	51,707	$	17,594		$	—		$	(336	)	$	232,990
Income (loss) from operations	$	9,595	$	1,781	$	3,389	$	(598	)	$	(4,036	)	$	—		$	10,131
Depreciation and amortization	$	2,723	$	2,315	$	2,358	$	446		$	409		$	—		$	8,251
Capital expenditures	$	321	$	148	$	465	$	319		$	220		$	—		$	1,473

The following table presents information about reported segments for the three months ended June 28, 2013:

	U.S. Residential Products		U.S. Commercial Products		European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
Three months ended June 28, 2013	(in thousands)
Net sales:
Third party	$	86,567	$	73,930	$	51,357	$	18,007		$	—		$	—		$	229,861
Intersegment	199		154		43		—			—			(396		)	—
Total net sales	$	86,766	$	74,084	$	51,400	$	18,007		$	—		$	(396	)	$	229,861
Income (loss) from operations	$	9,799	$	337	$	3,153	$	(904	)	$	(2,501	)	$	—		$	9,884
Depreciation and amortization	$	2,905	$	2,620	$	2,380	$	412		$	133		$	—		$	8,450
Capital expenditures	$	770	$	568	$	1,069	$	47		$	278		$	—		$	2,732

The following table presents information about reported segments for the six months ended June 27, 2014:

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
Six months ended June 27, 2014	(in thousands)
Net sales:
Third party	$	136,109	$	131,066		$	101,548	$	34,171		$	—		$	—		$	402,894
Intersegment	396		60			296		—			—			(752		)	—
Total net sales	$	136,505	$	131,126		$	101,844	$	34,171		$	—		$	(752	)	$	402,894
Income (loss) from operations	$	8,278	$	(3,216	)	$	7,318	$	(944	)	$	(6,315	)	$	—		$	5,121
Depreciation and amortization	$	5,456	$	4,857		$	4,711	$	863		$	566		$	—		$	16,453
Capital expenditures	$	660	$	703		$	805	$	482		$	311		$	—		$	2,961

The following table presents information about reported segments for the six months ended June 28, 2013:

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
Six months ended June 28, 2013	(in thousands)
Net sales:
Third party	$	138,685	$	128,500		$	99,578	$	35,643		$	—		$	—		$	402,406
Intersegment	334		298			105		—			—			(737		)	—
Total net sales	$	139,019	$	128,798		$	99,683	$	35,643		$	—		$	(737	)	$	402,406
Income (loss) from operations	$	9,576	$	(4,081	)	$	5,640	$	(3,532	)	$	(5,151	)	$	—		$	2,452
Depreciation and amortization	$	5,830	$	5,238		$	4,714	$	996		$	265		$	—		$	17,043
Capital expenditures	$	1,203	$	1,006		$	1,810	$	216		$	723		$	—		$	4,958

Revenue from External Customers by Market

It is impractical for the Company to provide revenues from external customers by groups of similar products. Accordingly, the following table reflects revenues from external customers by markets for the periods indicated.

		Three months ended				Six months ended
Customers/Markets	Primary Products	June 27, 2014		June 28, 2013		June 27, 2014		June 28, 2013
		(in thousands)
Original Equipment Manufacturers (“OEMs”)	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; windows and roofing; and composite building panels	$	56,562	$	53,882	$	112,297	$	104,317
Home Improvement Retailers	Rain carrying systems, metal panels, roofing accessories, windows, doors and shower enclosures	49,980		55,125		80,066		88,546
Industrial and Architectural Contractors	Metal panels and siding and roofing accessories	38,380		40,363		72,242		74,795
Rural Contractors	Steel and aluminum roofing and siding	37,123		34,282		56,027		53,903
Distributors	Metal coils, rain carrying systems and roofing accessories	27,954		24,882		42,253		42,025
Home Improvement Contractors	Vinyl replacement windows; metal coils, rain carrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings	14,212		12,327		23,357		20,425
Manufactured Housing	Steel siding and trim components	8,779		9,000		16,652		18,395
		$	232,990	$	229,861	$	402,894	$	402,406

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Supplemental Guarantor Condensed Financial Information - Consolidated Statements of Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 27, 2014	Jun. 28, 2013	Jun. 27, 2014	Jun. 28, 2013
Condensed Financial Statements, Captions [Line Items]
Net sales	$ 232,990	$ 229,861	$ 402,894	$ 402,406
Costs and Expense:
Cost of goods sold (excluding depreciation and amortization)	193,077	190,461	340,048	339,631
Selling and general (excluding depreciation and amortization)	19,190	19,940	37,966	39,380
Depreciation and amortization	8,251	8,450	16,453	17,043
Other operating charges	2,341	1,126	3,306	3,900
Income (loss) from operations	10,131	9,884	5,121	2,452
Equity in earnings of subsidiaries	0	0	0	0
Interest expense	(13,914)	(13,854)	(27,679)	(27,452)
Intercompany income (loss), net	0	0	0	0
Other (loss) income, net	(516)	2,111	(320)	(4,234)
(Loss) income before income taxes	(4,299)	(1,859)	(22,878)	(29,234)
(Benefit from) provision for income taxes	(1,183)	(303)	(490)	438
Net loss	(3,116)	(1,556)	(22,388)	(29,672)
Parent
Condensed Financial Statements, Captions [Line Items]
Net sales	0	0	0	0
Costs and Expense:
Cost of goods sold (excluding depreciation and amortization)	0	0	0	0
Selling and general (excluding depreciation and amortization)	102	95	220	188
Depreciation and amortization	0	0	0	0
Other operating charges	0	0	0	0
Income (loss) from operations	(102)	(95)	(220)	(188)
Equity in earnings of subsidiaries	(3,014)	(1,461)	(22,168)	(29,484)
Interest expense	0	0	0	0
Intercompany income (loss), net	0	0	0	0
Other (loss) income, net	0	0	0	0
(Loss) income before income taxes	(3,116)	(1,556)	(22,388)	(29,672)
(Benefit from) provision for income taxes	0	0	0	0
Net loss	(3,116)	(1,556)	(22,388)	(29,672)
Subsidiary Issuer
Condensed Financial Statements, Captions [Line Items]
Net sales	161,813	158,120	263,659	263,434
Costs and Expense:
Cost of goods sold (excluding depreciation and amortization)	134,370	131,031	226,143	224,095
Selling and general (excluding depreciation and amortization)	12,067	13,669	24,478	26,730
Depreciation and amortization	5,403	5,558	10,792	11,133
Other operating charges	1,694	248	2,236	666
Income (loss) from operations	8,279	7,614	10	810
Equity in earnings of subsidiaries	(1,292)	(2,557)	(2,984)	(7,448)
Interest expense	(13,542)	(13,507)	(26,949)	(26,856)
Intercompany income (loss), net	4,774	4,402	9,339	8,680
Other (loss) income, net	(1,170)	2,529	(853)	(3,422)
(Loss) income before income taxes	(2,951)	(1,519)	(21,437)	(28,236)
(Benefit from) provision for income taxes	63	(58)	731	1,248
Net loss	(3,014)	(1,461)	(22,168)	(29,484)
Non-Guarantor
Condensed Financial Statements, Captions [Line Items]
Net sales	73,178	73,820	142,760	142,543
Costs and Expense:
Cost of goods sold (excluding depreciation and amortization)	60,708	61,509	117,430	119,107
Selling and general (excluding depreciation and amortization)	7,021	6,176	13,268	12,462
Depreciation and amortization	2,848	2,892	5,661	5,910
Other operating charges	647	878	1,070	3,234
Income (loss) from operations	1,954	2,365	5,331	1,830
Equity in earnings of subsidiaries	0	0	0	0
Interest expense	(372)	(347)	(730)	(596)
Intercompany income (loss), net	(4,774)	(4,402)	(9,339)	(8,680)
Other (loss) income, net	654	(418)	533	(812)
(Loss) income before income taxes	(2,538)	(2,802)	(4,205)	(8,258)
(Benefit from) provision for income taxes	(1,246)	(245)	(1,221)	(810)
Net loss	(1,292)	(2,557)	(2,984)	(7,448)
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net sales	(2,001)	(2,079)	(3,525)	(3,571)
Costs and Expense:
Cost of goods sold (excluding depreciation and amortization)	(2,001)	(2,079)	(3,525)	(3,571)
Selling and general (excluding depreciation and amortization)	0	0	0	0
Depreciation and amortization	0	0	0	0
Other operating charges	0	0	0	0
Income (loss) from operations	0	0	0	0
Equity in earnings of subsidiaries	4,306	4,018	25,152	36,932
Interest expense	0	0	0	0
Intercompany income (loss), net	0	0	0	0
Other (loss) income, net	0	0	0	0
(Loss) income before income taxes	4,306	4,018	25,152	36,932
(Benefit from) provision for income taxes	0	0	0	0
Net loss	$ 4,306	$ 4,018	$ 25,152	$ 36,932

XML

Fair Value Measurements (Details) (USD $)									3 Months Ended		6 Months Ended
	Jun. 27, 2014	Dec. 31, 2013	Jun. 27, 2014 Senior notes Senior Secured Notes (9.50%)	Dec. 31, 2013 Senior notes Senior Secured Notes (9.50%)	Jun. 27, 2014 Fair Value, Inputs, Level 2 Senior notes Senior Secured Notes (9.50%)	Dec. 31, 2013 Fair Value, Inputs, Level 2 Senior notes Senior Secured Notes (9.50%)	Jun. 27, 2014 Not Designated as Hedging Instrument Accrued Liabilities Foreign Exchange Contract Fair Value, Inputs, Level 2	Dec. 31, 2013 Not Designated as Hedging Instrument Accrued Liabilities Foreign Exchange Contract Fair Value, Inputs, Level 2	Jun. 27, 2014 Not Designated as Hedging Instrument Other Nonoperating Income (Expense) Foreign Exchange Contract	Jun. 28, 2013 Not Designated as Hedging Instrument Other Nonoperating Income (Expense) Foreign Exchange Contract	Jun. 27, 2014 Not Designated as Hedging Instrument Other Nonoperating Income (Expense) Foreign Exchange Contract	Jun. 28, 2013 Not Designated as Hedging Instrument Other Nonoperating Income (Expense) Foreign Exchange Contract
Derivatives, Fair Value [Line Items]
Derivative, Gain (Loss) on Derivative, Net									$ 100,000	$ (100,000)	$ 100,000	$ 100,000
Derivative Liability, Fair Value, Gross Liability							(100,000)	(200,000)
Long-term debt	556,283,000	535,396,000	375,000,000	375,000,000
Fair value of long-term debt					$ 375,000,000	$ 375,000,000

XML

Indebtedness

6 Months Ended

Jun. 27, 2014

Debt Disclosure [Abstract]

Indebtedness

Indebtedness

Indebtedness consisted of the following:

	June 27, 2014		December 31, 2013
	(in thousands)
Senior Secured Notes (9.50%)	$	375,000	$	375,000
Senior Unsecured Loan Facility (12.25%)	123,906		123,640
ABL Credit Facility	53,016		36,756
Dutch Revolving Credit Facility	4,361		—
Total debt	556,283		535,396
Less: current portion	4,361		—
Total long term debt	$	551,922	$	535,396

Senior Secured Notes

The Senior Secured Notes (the "Notes") consist of an aggregate principal amount of $375 million, which were issued pursuant to an indenture (the "Indenture"), dated March 18, 2011, among Euramax International, Inc. ("Euramax International"), Euramax Holdings, Inc. ("Euramax Holdings"), and certain of its domestic subsidiaries as guarantors, and Wells Fargo Bank, National Association, the Trustee.The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings, Euramax International, and Amerimax Richmond Company, a 100% owned domestic subsidiary of Euramax International. The Notes bear interest at 9.50% per year and mature on April 1, 2016, unless earlier redeemed or repurchased by Euramax International. Interest is payable semi-annually on April 1 and October 1 of each year.

The Notes are secured by a first priority security interest in (i) substantially all of the assets of Euramax International and the guarantors (other than inventory and accounts receivable and related assets, which assets secure the ABL Credit Facility on a first priority basis) and (ii) all of Euramax International's capital stock and the capital stock of each material domestic restricted subsidiary owned by Euramax International or a guarantor and 65% of the voting capital stock and 100% of any nonvoting capital stock of foreign restricted subsidiaries directly owned by the Company or a guarantor, and a second priority security interest in the inventory, receivables and related assets.

The Notes may be redeemed at the option of Euramax International, in whole or in part, under the conditions specified in the Indenture, at the following redemption prices plus accrued and unpaid interest to the redemption date if redeemed during the twelve-month period beginning on April 1 of the years indicated:

Year	Percentage
2013	107.125	%
2014	104.750	%
2015 and thereafter	100.000	%

The Indenture contains restrictive covenants that limit, among other things, the ability of Euramax International and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants. These limitations also limit Euramax International's ability to transfer cash or assets to Euramax Holdings, whether by dividend, loan or otherwise. The Indenture also contains customary events of default. If Euramax International undergoes a change of control (as defined in the Indenture), Euramax International will be required to make an offer to repurchase the Notes at 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption.

Senior Unsecured Loan Facility

On March 3, 2011, Euramax Holdings, Euramax International, and certain of its domestic subsidiaries entered into a credit and guaranty agreement for a senior unsecured loan facility (the "Senior Unsecured Loan Facility") in the aggregate principal amount of $125 million. The Senior Unsecured Loan Facility was issued at 98% of par on March 18, 2011 and matures on October 1, 2016.The difference between the consideration received and the aggregate face amount ($1.1 million) is being amortized and recorded in interest expense using the effective interest rate method over the term. The Senior Unsecured Loan Facility bears interest at 12.25% per year in the event no election is made to pay interest in kind (PIK), and 14.25% (7.875% cash pay and 6.375% PIK) per annum in the event a PIK election is made. Euramax International may make a PIK election for up to six quarters during the term of the Senior Unsecured Loan Facility. The interest rate on outstanding borrowings at June 27, 2014 was 12.25%, as Euramax International has not made a PIK election.

Euramax International may prepay outstanding amounts under the Senior Unsecured Loan Facility, in whole or in part, at the prices (expressed as percentages of the loans) set forth below:

Prepayment Date	Percentage
On or after the second anniversary of the closing but prior to the third anniversary thereof	103	%
On or after the third anniversary of the closing but prior to the fourth anniversary thereof	102	%
On or after the fourth anniversary of the closing	100	%

Upon a change of control, Euramax International may be required to prepay all or a portion of the Senior Unsecured Loan Facility at a price equal to 101% of the principal amount plus accrued and unpaid interest.All obligations under the Senior Unsecured Loan Facility are unconditionally guaranteed by Euramax Holdings, Euramax International, and substantially all of Euramax International's existing and future direct and indirect 100% owned domestic material restricted subsidiaries.

The Senior Unsecured Loan Facility contains restrictive covenants that limit, among other things, the ability of Euramax International and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants.

The Senior Unsecured Loan Facility contains certain customary representations and warranties, affirmative covenants and events of default, including among other things, payment defaults, covenant defaults, cross‑defaults to certain indebtedness, certain events of bankruptcy, material judgments, and failure of any guaranty supporting the Senior Unsecured Loan Facility to be in force and effect in any material respect. If such an event of default occurs, the administrative agent would be entitled to take various actions, including the acceleration of amounts due under the Senior Unsecured Loan Facility and all actions permitted to be taken by an unsecured creditor.

ABL Credit Facility

On March 18, 2011, Euramax Holdings, Euramax International, and certain of its domestic subsidiaries, entered into the ABL Credit Facility with Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner. The ABL Credit Facility provides for revolving credit financing of up to $70 million, subject to borrowing base availability. At June 27, 2014, $17.0 million was available to be drawn on the ABL Credit Facility.

On March 21, 2014 and May 8, 2014, the ABL Credit Facility was amended to, among other items, (i) reduce the applicable margin rate for LIBOR borrowings from a range of 2.00% to 2.75% to a range of 1.75% to 2.25% and reduce the applicable margin rate for Base Rate borrowings from a range of 1.00% to 1.75% to a range of 1.00% to 1.25%, in each case, based on average excess availability rather than corporate credit ratings of the Company, (ii) reduce the minimum excess availability threshold to $1.0 million, (iii) reduce the fixed charge coverage ratio from 1.15 to 1.00, (iv) suspend the testing of the fixed charge coverage ratio (A) during fiscal year 2014, unless a Seasonal Overadvance A is then in effect, (B) at all other times including during fiscal year 2014 during the occurrence of a Seasonal Overadvance B or (C) during the occurrence of a Seasonal Overadvance C, (v) suspend the testing of the minimum consolidated EBITDA test except (A) during fiscal year 2014 if a Seasonal Overadvance A is then in effect, (B) at any time during the life of the ABL Credit Facility, during the occurrence of a Seasonal Overadvance B or (C) at any time during the life of the ABL Credit Facility during the occurrence of a Seasonal Overadvance C, and (vi) provide for the three mutually exclusive overadvance facilities as described below.

"Seasonal Overadvance A", in the amount of $15.0 million, is available to the Company from February 1 of each year through May 31 of each such year, subject to the Company demonstrating compliance with the fixed charge coverage ratio of 1.00:1.00, payment of a fee in the amount of 0.20% of the amount of such facility (the "Seasonal Overadvance Fee") and other customary conditions.

"Seasonal Overadvance B", in the amount of $9.0 million, is available to the Company from February 1 of each year through November 30 of each such year, subject to the Company demonstrating compliance with a U.S. fixed charge coverage ratio of 1.00:1.00, payment of the Seasonal Overadvance Fee (except to the extent already paid during such calendar year), maintenance of a U.S. fixed charge coverage ratio of 1.00:1.00 and other customary conditions.

"Seasonal Overadvance C", in the amount of the lesser of (i) $6.0 million and (ii) the sum of (a) 10% of the first component of the borrowing base and (b) 10% of the second component of the borrowing base, is available to the Company from February 1 of each year through August 22 of each such year, subject to the payment of the Seasonal Overadvance Fee (except to the extent already paid during such calendar year), maintenance of a minimum consolidated EBITDA over the trailing twelve months of $52.0 million ($50.0 million for fiscal 2014) and other customary conditions.

Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either (a) LIBOR plus an applicable margin or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by Regions Bank as its “prime rate” for commercial loans, (2) the federal funds effective rate plus 0.50% and (3) the one-month LIBOR plus 1.00%, plus an applicable margin. The applicable margin is dependent upon the type of borrowings Euramax International has made under the ABL Credit Facility. At June 27, 2014, the applicable margins were 2.25% and 1.25% for LIBOR and Base Rate borrowings, respectively. After June 27, 2014, the applicable margins are subject to Euramax International’s Average Excess Availability Percentage for the most recently ended fiscal quarter and range from 1.75% to 2.25% for LIBOR borrowings and 1.00% to 1.25% for Base Rate borrowings. The weighted average interest rate at June 27, 2014, including the applicable margin payable on outstanding borrowings under the ABL Credit Facility, was 2.40%. The ABL Credit Facility requires Euramax International to pay a commitment fee ranging from 0.375% to 0.5%, based on the unutilized commitments. Euramax International is also required to pay customary letter of credit fees, including, without limitation, a letter of credit fee equal to the applicable margin on revolving credit LIBOR loans and fronting fees.

All obligations under the ABL Credit Facility are unconditionally guaranteed by Euramax Holdings, Euramax International, and Amerimax Richmond Company, a 100% owned domestic subsidiary of Euramax International, and any future direct and indirect 100% owned domestic restricted subsidiaries which are not borrowers. All obligations under the ABL Credit Facility are secured, subject to certain exceptions, by a first‑priority security interest in Euramax International’s and the Guarantors’ inventory and accounts receivable and related assets, referred to as the ABL Collateral, and a junior‑priority security interest in (i) substantially all of Euramax International’s and the Guarantors’ assets (other than inventory and accounts receivable and related assets, which assets secure the ABL Credit Facility on a first priority basis) and (ii) all of Euramax International’s capital stock and the capital stock of each material domestic restricted subsidiary owned by Euramax International or a Guarantor and 65% of the voting capital stock and 100% of any non-voting capital stock of foreign restricted subsidiaries directly owned by Euramax International or a Guarantor, which we refer to collectively as the Notes Collateral.

The ABL Credit Facility contains affirmative and negative covenants customary for this type of financing, including, but not limited to certain financial covenants in the event excess availability is less than 12.5% of the lesser of the aggregate amount of commitments outstanding at such time and the borrowing base. As of June 27, 2014, excess availability exceeded 12.5% of the borrowing base; therefore, Euramax International was not required to meet the Minimum Consolidated Adjusted EBITDA or Minimum Consolidated Fixed Charge Coverage Ratio. Additionally, restrictive covenants limit the ability of Euramax International and certain of its subsidiaries to incur liens, incur, assume or permit to exist additional indebtedness, guarantees and other contingent obligations, consolidate, merge or sell all or substantially all of their assets, pay dividends or make other distributions, make certain loans and investments, amend or otherwise alter the terms of documents related to certain of their indebtedness, enter into transactions with affiliates and prepay certain indebtedness, in each case, subject to exclusions, and other customary covenants.

Dutch Revolving Credit Facility

In February 2012, the Company's 100% owned subsidiary Euramax Coated Products, BV entered into a revolving credit facility with Rabobank Roermond (the "Dutch Revolving Credit Facility"). The Dutch Revolving Credit Facility provides revolving credit financing of up to EUR 15 million and matures on April 1, 2016. Borrowings under the Dutch Revolving Credit Facility bear interest at a rate per annum which is the aggregate of the average one month Euribor rate over a calendar month plus a margin of 2% and requires payment of a commitment fee of 0.35% per annum on the nominal amount of the credit facility. The weighted average interest rate at June 27, 2014, including the margin payable on outstanding borrowings under the Dutch Revolving Credit Facility, was 2.48%. All obligations under the Dutch Revolving Credit Facility are secured by a mortgage on the real estate of Euramax Coated Products, BV and a pledge on present and future machinery and present and future accounts receivable balances of Euramax Coated Products, BV. At June 27, 2014, $16.1 million (EUR 11.8 million) was available to be drawn on the Dutch Revolving Credit Facility.

The Dutch Revolving Credit Facility contains financial and non-financial covenants customary for this type of financing. Financial covenants include, but are not limited to, a minimum annual EBITDA target and a minimum amount of risk-bearing capital for Euramax Coated Products, BV, both measured at the Company's fiscal year-end. The Dutch Revolving Credit Facility also contains a clause limiting further indebtedness. As of June 27, 2014, Euramax Coated Products, BV is in compliance with all covenants.

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Supplemental Guarantor Condensed Financial Information - Consolidated Statements of Comprehensive (Loss) Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 27, 2014	Jun. 28, 2013	Jun. 27, 2014	Jun. 28, 2013
Condensed Financial Statements, Captions [Line Items]
Net loss	$ (3,116)	$ (1,556)	$ (22,388)	$ (29,672)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(65)	(157)	(454)	(342)
Defined benefit pension plan adjustments, net of tax	(21)	(81)	(41)	(165)
Total comprehensive loss	(3,160)	(1,632)	(22,801)	(29,849)
Parent
Condensed Financial Statements, Captions [Line Items]
Net loss	(3,116)	(1,556)	(22,388)	(29,672)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(65)	(157)	(454)	(342)
Defined benefit pension plan adjustments, net of tax	(21)	(81)	(41)	(165)
Total comprehensive loss	(3,160)	(1,632)	(22,801)	(29,849)
Subsidiary Issuer
Condensed Financial Statements, Captions [Line Items]
Net loss	(3,014)	(1,461)	(22,168)	(29,484)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(65)	(157)	(454)	(342)
Defined benefit pension plan adjustments, net of tax	(21)	(81)	(41)	(165)
Total comprehensive loss	(3,058)	(1,537)	(22,581)	(29,661)
Non-Guarantor
Condensed Financial Statements, Captions [Line Items]
Net loss	(1,292)	(2,557)	(2,984)	(7,448)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(65)	(157)	(454)	(342)
Defined benefit pension plan adjustments, net of tax	(19)	(10)	(37)	(21)
Total comprehensive loss	(1,338)	(2,704)	(3,401)	(7,769)
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net loss	4,306	4,018	25,152	36,932
Other comprehensive (loss) income:
Foreign currency translation adjustment	130	314	908	684
Defined benefit pension plan adjustments, net of tax	40	91	78	186
Total comprehensive loss	$ 4,396	$ 4,241	$ 25,982	$ 37,430

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Indebtedness Senior Secured Notes (Details) (USD $) In Thousands, unless otherwise specified						0 Months Ended
	Jun. 27, 2014	Dec. 31, 2013	Jun. 27, 2014 Senior notes Senior Secured Notes (9.50%)	Dec. 31, 2013 Senior notes Senior Secured Notes (9.50%)	Mar. 18, 2011 Senior notes Senior Secured Notes (9.50%)	Mar. 18, 2011 Senior notes Senior Secured Notes (9.50%) Change of control	Mar. 18, 2011 Senior notes Senior Secured Notes (9.50%) 2013	Mar. 18, 2011 Senior notes Senior Secured Notes (9.50%) 2014	Mar. 18, 2011 Senior notes Senior Secured Notes (9.50%) 2015 and thereafter	Mar. 18, 2011 Line of credit Senior Secured Notes (9.50%)
Debt Instrument [Line Items]
Long-term debt	$ 556,283	$ 535,396	$ 375,000	$ 375,000
Subsidiary ownership percentage	100.00%
Debt instrument, interest rate, stated percentage					9.50%
Foreign restricted subsidiaries, percent of voting capital stock, collateral										65.00%
Foreign restricted subsidiaries, percent of non-voting capital stock, collateral										100.00%
Prepayment redemption price percentages						101.00%	107.125%	104.75%	100.00%

XML

Indebtedness (Details) (USD $) In Thousands, unless otherwise specified	Jun. 27, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Long-term debt	$ 556,283	$ 535,396
Current portion of long-term debt	4,361	0
Long-term debt, excluding current maturities	551,922	535,396
Senior notes | Senior Secured Notes (9.50%)
Debt Instrument [Line Items]
Long-term debt	375,000	375,000
Unsecured debt | Senior Unsecured Loan Facility (12.25%)
Debt Instrument [Line Items]
Long-term debt	123,906	123,640
Line of credit | ABL Credit Facility
Debt Instrument [Line Items]
Long-term debt	53,016	36,756
Line of credit | Dutch Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt	4,361	0
Current portion of long-term debt	$ 4,361	$ 0

XML

Supplemental Guarantor Condensed Financial Information - Consolidated Statements of Cash Flows (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 27, 2014	Jun. 28, 2013
Condensed Financial Statements, Captions [Line Items]
Net cash used in operating activities	$ (25,140)	$ (33,383)
Cash flows from investing activities:
Proceeds from sale of assets	66	2,186
Capital expenditures	(2,961)	(4,958)
Due (to) from affiliates	0	0
Net cash used in investing activities	(2,895)	(2,772)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	16,260	22,953
Net borrowings on Dutch Revolving Credit Facility	4,361	3,333
Changes in cash overdrafts	1,326	5,144
Debt issuance costs	(88)	(175)
Due (to) from affiliates	0	0
Net cash provided by (used in) financing activities	21,859	31,255
Effect of exchange rate changes on cash	(274)	(23)
Net (decrease) increase in cash and cash equivalents	(6,450)	(4,923)
Cash and cash equivalents at beginning of period	8,977	10,024
Cash and cash equivalents at end of period	2,527	5,101
Parent
Condensed Financial Statements, Captions [Line Items]
Net cash used in operating activities	0	0
Cash flows from investing activities:
Proceeds from sale of assets	0	0
Capital expenditures	0	0
Due (to) from affiliates	0
Net cash used in investing activities	0	0
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	0	0
Net borrowings on Dutch Revolving Credit Facility	0	0
Changes in cash overdrafts	0	0
Debt issuance costs	0	0
Due (to) from affiliates	0	0
Net cash provided by (used in) financing activities	0	0
Effect of exchange rate changes on cash	0	0
Net (decrease) increase in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	0
Subsidiary Issuer
Condensed Financial Statements, Captions [Line Items]
Net cash used in operating activities	(17,262)	(22,393)
Cash flows from investing activities:
Proceeds from sale of assets	65	164
Capital expenditures	(1,650)	(2,879)
Due (to) from affiliates	0
Net cash used in investing activities	(1,585)	(2,715)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	16,260	22,953
Net borrowings on Dutch Revolving Credit Facility	0	0
Changes in cash overdrafts	1,326	5,144
Debt issuance costs	(88)	(175)
Due (to) from affiliates	(345)	(4,148)
Net cash provided by (used in) financing activities	17,153	23,774
Effect of exchange rate changes on cash	0	0
Net (decrease) increase in cash and cash equivalents	(1,694)	(1,334)
Cash and cash equivalents at beginning of period	1,700	1,574
Cash and cash equivalents at end of period	6
Non-Guarantor
Condensed Financial Statements, Captions [Line Items]
Net cash used in operating activities	(7,878)	(10,990)
Cash flows from investing activities:
Proceeds from sale of assets	1	2,022
Capital expenditures	(1,311)	(2,079)
Due (to) from affiliates	345	4,148
Net cash used in investing activities	(965)	4,091
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	0	0
Net borrowings on Dutch Revolving Credit Facility	4,361	3,333
Changes in cash overdrafts	0	0
Debt issuance costs	0	0
Due (to) from affiliates	0	0
Net cash provided by (used in) financing activities	4,361	3,333
Effect of exchange rate changes on cash	(274)	(23)
Net (decrease) increase in cash and cash equivalents	(4,756)	(3,589)
Cash and cash equivalents at beginning of period	7,277	8,450
Cash and cash equivalents at end of period	2,521
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net cash used in operating activities	0	0
Cash flows from investing activities:
Proceeds from sale of assets	0	0
Capital expenditures	0	0
Due (to) from affiliates	(345)	(4,148)
Net cash used in investing activities	(345)	(4,148)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	0	0
Net borrowings on Dutch Revolving Credit Facility	0	0
Changes in cash overdrafts	0	0
Debt issuance costs	0	0
Due (to) from affiliates	345	4,148
Net cash provided by (used in) financing activities	345	4,148
Effect of exchange rate changes on cash	0	0
Net (decrease) increase in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	$ 0

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Indebtedness Senior Unsecured Loan Facility (Details) (USD $) In Millions, unless otherwise specified					0 Months Ended
	Jun. 27, 2014	Jun. 27, 2014 Senior Unsecured Loan Facility (12.25%)	Jun. 27, 2014 Senior Unsecured Loan Facility (12.25%) Unsecured debt	Mar. 18, 2011 Senior Unsecured Loan Facility (12.25%) Unsecured debt quarters	Mar. 18, 2011 Senior Unsecured Loan Facility (12.25%) Unsecured debt Change of control	Mar. 18, 2011 Senior Unsecured Loan Facility (12.25%) Unsecured debt On or after the second anniversary of the closing but prior to the third anniversary thereof	Mar. 18, 2011 Senior Unsecured Loan Facility (12.25%) Unsecured debt On or after the third anniversary of the closing but prior to the fourth anniversary thereof	Mar. 18, 2011 Senior Unsecured Loan Facility (12.25%) Unsecured debt On or after the fourth anniversary of the closing	Jun. 27, 2014 Senior Unsecured Loan Facility (12.25%) Unsecured debt No paid interest in kind election	Mar. 18, 2011 Senior Unsecured Loan Facility (12.25%) Unsecured debt No paid interest in kind election	Mar. 18, 2011 Senior Unsecured Loan Facility (12.25%) Unsecured debt With paid interest in kind election	Mar. 18, 2011 Senior Unsecured Loan Facility (12.25%) Unsecured debt With paid interest in kind election Cash interest portion	Mar. 18, 2011 Senior Unsecured Loan Facility (12.25%) Unsecured debt With paid interest in kind election Paid in kind interest portion
Debt Instrument [Line Items]
Debt instrument, face amount				$ 125
Debt instrument, issuance price as percent of par value				98.00%
Debt instrument, unamortized discount			$ 1.1
Debt instrument, interest rate, stated percentage										12.25%	14.25%	7.875%	6.375%
Maximum number of quarters the paid in kind election may be made				6
Debt instrument, interest rate, effective percentage									12.25%
Prepayment redemption price percentages						103.00%	102.00%	100.00%
Potentional required purchase price upon change of control, percentage of purchase price					101.00%
Subsidiary ownership percentage	100.00%	100.00%

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Indebtedness ABL Credit Facility (Details) (USD $) In Millions, unless otherwise specified		6 Months Ended			0 Months Ended				0 Months Ended					0 Months Ended			0 Months Ended				0 Months Ended			0 Months Ended			0 Months Ended		0 Months Ended			0 Months Ended
	Jun. 27, 2014	Jun. 27, 2014 ABL Credit Facility London Interbank Offered Rate (LIBOR)	Mar. 21, 2014 Seasonal Overadvance A	Mar. 21, 2014 Seasonal Overadvance B	Mar. 21, 2014 Line of credit ABL Credit Facility	Mar. 18, 2011 Line of credit ABL Credit Facility	Jun. 27, 2014 Line of credit ABL Credit Facility	Mar. 25, 2013 Line of credit ABL Credit Facility	Mar. 21, 2014 Line of credit ABL Credit Facility Minimum	Mar. 18, 2011 Line of credit ABL Credit Facility Minimum	Mar. 18, 2011 Line of credit ABL Credit Facility Maximum	Mar. 21, 2014 Line of credit ABL Credit Facility London Interbank Offered Rate (LIBOR)	Jun. 27, 2014 Line of credit ABL Credit Facility London Interbank Offered Rate (LIBOR)	Mar. 21, 2014 Line of credit ABL Credit Facility London Interbank Offered Rate (LIBOR) Minimum	Mar. 18, 2011 Line of credit ABL Credit Facility London Interbank Offered Rate (LIBOR) Minimum	Jun. 27, 2014 Line of credit ABL Credit Facility London Interbank Offered Rate (LIBOR) Minimum	Mar. 21, 2014 Line of credit ABL Credit Facility London Interbank Offered Rate (LIBOR) Maximum	Mar. 18, 2011 Line of credit ABL Credit Facility London Interbank Offered Rate (LIBOR) Maximum	Jun. 27, 2014 Line of credit ABL Credit Facility London Interbank Offered Rate (LIBOR) Maximum	Jun. 27, 2014 Line of credit ABL Credit Facility Base Rate	Mar. 21, 2014 Line of credit ABL Credit Facility Base Rate Minimum	Mar. 18, 2011 Line of credit ABL Credit Facility Base Rate Minimum	Jun. 27, 2014 Line of credit ABL Credit Facility Base Rate Minimum	Mar. 21, 2014 Line of credit ABL Credit Facility Base Rate Maximum	Mar. 18, 2011 Line of credit ABL Credit Facility Base Rate Maximum	Jun. 27, 2014 Line of credit ABL Credit Facility Base Rate Maximum	Mar. 21, 2014 Line of credit ABL Credit Facility Federal Funds	Mar. 21, 2014 Line of credit Seasonal Overadvance A	Mar. 21, 2014 Line of credit Seasonal Overadvance A Minimum	Mar. 21, 2014 Line of credit Seasonal Overadvance A Maximum	Mar. 21, 2014 Line of credit Seasonal Overadvance B	Mar. 21, 2014 Line of credit Seasonal Overadvance B Minimum	Mar. 21, 2014 Line of credit Seasonal Overadvance B Maximum	Mar. 21, 2014 Line of credit Seasonal Overadvance C
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity						$ 70
Line of credit facility, remaining borrowing capacity							17.0
Debt instrument, basis spread on variable rate												1.00%		1.75%	2.00%		2.25%	2.75%			1.00%	1.00%		1.25%	1.75%		0.50%
Minimum excess availability reserve									1.0
Debt convenant, required fixed charge coverage ratio when excess availabiltiy is less than fifteen percent											1.15
Debt convenant, required fixed charge coverage ratio									1.00																				1.00	1.00		1.00	1.00
Line of credit facility additional borrowing capacity seasonal overadvance A																												15.0
Seasonal overadvance fee					0.20%
Line of credit facility additional borrowing capacity seasonal overadvance B																															9.0
Line of credit facility additional borrowing capacity seasonal overadvance C																																		6.0
Debt instrument percentage of principal used			10.00%	10.00%
Minimum consolidated ebitda after fiscal year 2014																																		52.0
Minimum consolidated ebitda fiscal year 2014																																		$ 50.0
Debt instrument, description of variable rate basis		LIBOR
Marginal interest rate on combined fixed and variable rate													2.25%			1.75%			2.25%	1.25%			1.00%			1.25%
Debt, weighted average interest rate							2.40%
Line of credit facility, unused capacity, commitment fee percentage										0.375%	0.50%
Subsidiary ownership percentage	100.00%
Foreign restricted subsidiaries, percent of voting capital stock, collateral						65.00%
Foreign restricted subsidiaries, percent of non-voting capital stock, collateral						100.00%
Amended excess availability threshold percenatge that triggers a minimum consolidated fixed charge coverage ratio							12.50%	12.50%

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Inventories

6 Months Ended

Jun. 27, 2014

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories were comprised of:

	June 27, 2014		December 31, 2013
	(in thousands)
Aluminum and steel coil	$	75,862	$	58,153
Raw materials	17,762		15,291
Work in process	3,065		1,936
Finished products	16,689		14,380
Total inventories, net	$	113,378	$	89,760

The Company has disclosed aluminum and steel coil inventory separately, as it represents inventory that can be classified as raw material, work in process or finished product. Aluminum and steel coil includes both painted and bare coil. Inventories are net of related reserves totaling $3.4 million and $2.4 million as of June 27, 2014 and December 31, 2013, respectively.

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Indebtedness Dutch Revolving Credit Facility (Details) In Millions, unless otherwise specified		0 Months Ended		0 Months Ended
	Jun. 27, 2014	Feb. 28, 2012 Line of credit Dutch Revolving Credit Facility	Jun. 27, 2014 Line of credit Dutch Revolving Credit Facility USD ($)	Feb. 28, 2012 Line of credit Dutch Revolving Credit Facility Euribor Rate	Jun. 27, 2014 Line of credit Dutch Revolving Credit Facility Euro Member Countries, Euro USD ($)	Feb. 28, 2012 Line of credit Dutch Revolving Credit Facility Euro Member Countries, Euro EUR (€)
Line of Credit Facility [Line Items]
Subsidiary ownership percentage	100.00%
Line of credit facility, maximum borrowing capacity						€ 15
Debt instrument, basis spread on variable rate				2.00%
Line of credit facility, commitment fee percentage		0.35%
Debt, weighted average interest rate			2.48%
Line of credit facility, remaining borrowing capacity			$ 16.1		$ 11.8

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Segment Information - Revenues from External Customers (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 27, 2014	Jun. 28, 2013	Jun. 27, 2014	Jun. 28, 2013
Revenue from External Customer [Line Items]
Sales Revenue, Goods, Net	$ 232,990	$ 229,861	$ 402,894	$ 402,406
Original Equipment Manufacturers (OEM's)
Revenue from External Customer [Line Items]
Sales Revenue, Goods, Net	56,562	53,882	112,297	104,317
Home Improvement Retailers
Revenue from External Customer [Line Items]
Sales Revenue, Goods, Net	49,980	55,125	80,066	88,546
Industrial and Architectural Contractors
Revenue from External Customer [Line Items]
Sales Revenue, Goods, Net	38,380	40,363	72,242	74,795
Rural Contractors
Revenue from External Customer [Line Items]
Sales Revenue, Goods, Net	37,123	34,282	56,027	53,903
Distributors
Revenue from External Customer [Line Items]
Sales Revenue, Goods, Net	27,954	24,882	42,253	42,025
Home Improvement Contractors
Revenue from External Customer [Line Items]
Sales Revenue, Goods, Net	14,212	12,327	23,357	20,425
Manufactured Housing
Revenue from External Customer [Line Items]
Sales Revenue, Goods, Net	$ 8,779	$ 9,000	$ 16,652	$ 18,395

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 27, 2014	Dec. 31, 2013	Jun. 28, 2013	Dec. 31, 2012	Sep. 28, 2012
ASSETS
Cash and cash equivalents	$ 2,527	$ 8,977	$ 5,101	$ 10,024	$ 5,101
Accounts receivable, less allowances of $2,083 and $2,235, respectively	111,174	73,996
Inventories, net	113,378	89,760
Income taxes receivable	459	982
Deferred income taxes	576	580
Other current assets	7,208	7,008
Total current assets	235,322	181,303
Property, plant and equipment, net	123,559	130,114
Goodwill	203,667	204,053
Customer relationships, net	34,033	40,631
Other intangible assets, net	6,754	7,073
Deferred income taxes	304	87
Other assets	7,311	8,712
Total assets	610,950	571,973
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Accounts payable	90,371	57,262
Accrued expenses and other current liabilities	29,586	26,366
Accrued interest payable	12,919	9,020
Current portion of long-term debt	4,361	0
Deferred income taxes	601	605
Total current liabilities	137,838	93,253
Long-term debt	551,922	535,396
Deferred income taxes	19,136	18,980
Other liabilities	33,173	32,907
Total liabilities	742,069	680,536
Shareholders’ deficit:
Common stock	195	195
Additional paid-in capital	724,316	724,071
Accumulated loss	(866,138)	(843,750)
Accumulated other comprehensive income	10,508	10,921
Total shareholders’ deficit	(131,119)	(108,563)
Total liabilities and shareholders’ deficit	$ 610,950	$ 571,973

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 27, 2014	Jun. 28, 2013
Net cash used in operating activities	$ (25,140)	$ (33,383)
Cash flows from investing activities:
Proceeds from sales of assets	66	2,186
Capital expenditures	(2,961)	(4,958)
Net cash used in investing activities	(2,895)	(2,772)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	16,260	22,953
Net borrowings on Dutch Revolving Credit Facility	4,361	3,333
Changes in cash overdrafts	1,326	5,144
Debt issuance costs	(88)	(175)
Net cash provided by financing activities	21,859	31,255
Effect of exchange rate changes on cash	(274)	(23)
Net decrease in cash and cash equivalents	(6,450)	(4,923)
Cash and cash equivalents at beginning of period	8,977	10,024
Cash and cash equivalents at end of period	$ 2,527	$ 5,101

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Accumulated Other Comprehensive Income (Details) (USD $)	6 Months Ended
	Jun. 27, 2014	Dec. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance, beginning of period	$ 10,921,000
Other comprehensive (loss) income before reclassifications	(454,000)
Amounts reclassified from accumulated other comprehensive income (loss)	41,000
Net other comprehensive (loss) income	(413,000)
Balance, end of period	10,508,000
Other comprehensive income (loss), pension and other postretirement benefit plans, tax	(300,000)	(300,000)
Accumulated Translation Adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance, beginning of period	19,281,000
Other comprehensive (loss) income before reclassifications	(454,000)
Amounts reclassified from accumulated other comprehensive income (loss)	0
Net other comprehensive (loss) income	(454,000)
Balance, end of period	18,827,000
Accumulated Defined Benefit Plans Adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance, beginning of period	(8,360,000)
Other comprehensive (loss) income before reclassifications	0
Amounts reclassified from accumulated other comprehensive income (loss)	41,000
Net other comprehensive (loss) income	41,000
Balance, end of period	$ (8,319,000)

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Accumulated Other Comprehensive Income (Tables)

6 Months Ended

Jun. 27, 2014

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component for the six month period ended June 27, 2014 were as follows:

	Foreign Currency Translation Adjustments			Defined Benefit Pension Plan Adjustments			Total
	(in thousands)
Balance, beginning of period	$	19,281		$	(8,360	)	$	10,921
Other comprehensive (loss) income before reclassifications	(454		)	—			(454		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			41			41
Net other comprehensive (loss) income	(454		)	41			(413		)
Balance, end of period	$	18,827		$	(8,319	)	$	10,508

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Employee Benefit Plans (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 27, 2014	Jun. 28, 2013	Jun. 27, 2014	Jun. 28, 2013
U.S. Plan
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 14	$ 16	$ 28	$ 32
Interest cost	140	130	280	260
Expected return on assets	(186)	(156)	(372)	(312)
Recognized actuarial net loss	2	71	4	144
Total defined benefit net periodic pension cost	(30)	61	(60)	124
Multiemployer benefit expense	311	295	569	547
Net periodic pension cost	281	356	509	671
UK Plan
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0	0	0
Interest cost	562	524	1,114	1,055
Expected return on assets	(474)	(408)	(940)	(822)
Recognized actuarial net loss	19	10	37	21
Total defined benefit net periodic pension cost	107	126	211	254
Multiemployer benefit expense	0	0	0	0
Net periodic pension cost	$ 107	$ 126	$ 211	$ 254

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Components of Other Operating Charges (Tables)

6 Months Ended

Jun. 27, 2014

Components of Other Operating Costs [Abstract]

Schedule of Other Operating Cost and Expense, by Component

Other operating charges incurred by operating segment were as follows:

	Three months ended				Six months ended
	June 27, 2014		June 28, 2013		June 27, 2014		June 28, 2013
	(in thousands)
U.S. Residential Products	$	400	$	33	$	508	$	157
U.S. Commercial Products	439		208		469		295
European Roll Coated Aluminum	—		44		—		190
European Engineered Products	647		834		1,070		3,044
Other non-allocated	855		7		1,259		214
Total other operating charges	$	2,341	$	1,126	$	3,306	$	3,900

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Basis of Presentation and Principles of Consolidation

6 Months Ended

Jun. 27, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Euramax Holdings, Inc. and its subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, these statements include all adjustments considered necessary for the fair presentation of all interim periods reported herein. All adjustments are of a normal recurring nature unless otherwise disclosed.

The Company’s sales volumes have historically been higher in the second and third quarters due to the seasonal demand of the building products markets served. Accordingly, results for the three and six months ended June 27, 2014 are not necessarily indicative of the results that may be expected for the full year. Management believes that the disclosures made are adequate for a fair presentation of the Company’s results of operations, financial position and cash flows. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the Company’s accounts and the accounts of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to current period presentation. Each of our interim reporting periods, other than the fourth interim reporting period, ends on the Friday closest to the last day of the corresponding quarterly calendar period. The second quarter of 2014 and 2013 ended on June 27 and June 28, respectively. Our fourth interim reporting period and our fiscal year end on December 31 regardless of the day of the week on which it falls.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued amendments to disclosure requirements for presentation of comprehensive income. The Standard requires prospective presentation of the effect of significant amounts reclassified from each component of accumulated other comprehensive income and the respective line items in the condensed consolidated statement of operations which are impacted. The amendment is effective prospectively for periods beginning after December 15, 2012. The Company has included the required disclosure in Note 6, Accumulated Other Comprehensive Income.

In May 2014, the FASB issued new revenue recognition guidance, which supersedes most current revenue recognition guidance, including industry-specific guidance, and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early application not permitted. The Company is currently assessing the impact of implementing this guidance on the Company's financial position, results of operations, and cash flows.

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Condensed Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, unless otherwise specified	Jun. 27, 2014	Dec. 31, 2013
Allowance for doubtful accounts	$ 2,083	$ 2,235

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Supplemental Guarantor Condensed Financial Information

6 Months Ended

Jun. 27, 2014

Supplemental Guarantor Condensed Financial Information [Abstract]

Supplemental Guarantor Condensed Financial Information

Supplemental Guarantor Condensed Financial Information

On March 18, 2011, Euramax Holdings (presented as Parent in the following schedules), through its 100% owned subsidiary, Euramax International (presented as Issuer in the following schedules), issued the Notes. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings, Euramax International, and Amerimax Richmond Company, a 100% owned domestic subsidiary of Euramax International. No other subsidiaries of Euramax International, whether direct or indirect, guarantee the Notes (the "Non-Guarantors").

Additionally, the Notes are secured on a second priority basis by liens on all of the collateral (subject to certain exceptions) securing the ABL Credit Facility. In the event that secured creditors exercise remedies with respect to Euramax International's pledged assets, the proceeds of the liquidation of those assets will first be applied to repay obligations secured by the first priority liens under the senior secured credit facilities and any other first priority obligations.

The Indenture contains restrictive covenants that limit, among other things, the ability of Euramax International and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants. These limitations also limit Euramax International's ability to transfer cash or assets to Euramax Holdings, whether by dividend, loan or otherwise.

The following supplemental condensed consolidating financial statements present the results of operations, comprehensive operations, financial position and cash flows of (1) the Parent, (2) the Issuer, (3) the Non-Guarantor Subsidiaries, and (4) eliminations to arrive at the information for Euramax Holdings on a consolidated basis.

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS

JUNE 27, 2014

(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	6		$	2,521		$	—		$	2,527
Accounts receivable, less allowance for doubtful accounts	—			62,071			49,103			—			111,174
Inventories, net	—			84,878			28,500			—			113,378
Income taxes receivable	—			459			—			—			459
Deferred income taxes	—			556			20			—			576
Other current assets	—			4,058			3,150			—			7,208
Total current assets	—			152,028			83,294			—			235,322
Property, plant and equipment, net	—			57,268			66,291			—			123,559
Amounts due from affiliates	—			228,283			18,803			(247,086		)	—
Goodwill	—			81,358			122,309			—			203,667
Customer relationships, net	—			20,726			13,307			—			34,033
Other intangible assets, net	—			6,754			—			—			6,754
Investment in consolidated subsidiaries	(125,554		)	(995		)	—			126,549			—
Deferred income taxes	—			—			304			—			304
Other assets	—			3,252			4,059			—			7,311
Total assets	$	(125,554	)	$	548,674		$	308,367		$	(120,537	)	$	610,950
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	—		$	63,766		$	26,605		$	—		$	90,371
Accrued expenses and other current liabilities	28			16,941			12,617			—			29,586
Accrued interest payable	—			12,835			84			—			12,919
Current portion of long-term debt	—			—			4,361			—			4,361
Deferred income taxes	—			—			601			—			601
Total current liabilities	28			93,542			44,268			—			137,838
Long-term debt	—			551,922			—			—			551,922
Amounts due to affiliates	5,537			11,641			229,908			(247,086		)	—
Deferred income taxes	—			10,458			8,678			—			19,136
Other liabilities	—			6,665			26,508			—			33,173
Total liabilities	5,565			674,228			309,362			(247,086		)	742,069
Shareholders’ (deficit) equity:
Common stock	195			—			21			(21		)	195
Additional paid-in capital	724,316			661,424			199,452			(860,876		)	724,316
Accumulated loss	(866,138		)	(797,486		)	(213,227		)	1,010,713			(866,138		)
Accumulated other comprehensive income	10,508			10,508			12,759			(23,267		)	10,508
Total shareholders’ (deficit) equity	(131,119		)	(125,554		)	(995		)	126,549			(131,119		)
Total liabilities and shareholders’ (deficit) equity	$	(125,554	)	$	548,674		$	308,367		$	(120,537	)	$	610,950

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2013
(in thousands)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	1,700		$	7,277		$	—		$	8,977
Accounts receivable, less allowance for doubtful accounts	—			35,012			38,984			—			73,996
Inventories, net	—			62,270			27,490			—			89,760
Income taxes receivable	—			341			641			—			982
Deferred income taxes	—			559			21			—			580
Other current assets	—			5,462			1,546			—			7,008
Total current assets	—			105,344			75,959			—			181,303
Property, plant and equipment, net	—			62,185			67,929			—			130,114
Amounts due from affiliates	—			229,101			18,828			(247,929		)	—
Goodwill	—			81,359			122,694			—			204,053
Customer relationships, net	—			24,626			16,005			—			40,631
Other intangible assets, net	—			7,073			—			—			7,073
Investment in consolidated subsidiaries	(103,217		)	2,407			—			100,810			—
Deferred income taxes	—			—			87			—			87
Other assets	—			4,185			4,527			—			8,712
Total assets	$	(103,217	)	$	516,280		$	306,029		$	(147,119	)	$	571,973
LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	—		$	30,312		$	26,950		$	—		$	57,262
Accrued expenses and other current liabilities	14			16,133			10,219			—			26,366
Accrued interest payable	—			8,973			47			—			9,020
Deferred income taxes	—			—			605			—			605
Total current liabilities	14			55,418			37,821			—			93,253
Long-term debt	—			535,396			—			—			535,396
Amounts due to affiliates	5,332			12,086			230,511			(247,929		)	—
Deferred income taxes	—			9,561			9,419			—			18,980
Other liabilities	—			7,036			25,871			—			32,907
Total liabilities	5,346			619,497			303,622			(247,929		)	680,536
Shareholders’ (deficit) equity:
Common stock	195			—			21			(21		)	195
Additional paid-in capital	724,071			661,180			199,452			(860,632		)	724,071
Accumulated loss	(843,750		)	(775,318		)	(210,242		)	985,560			(843,750		)
Accumulated other comprehensive income	10,921			10,921			13,176			(24,097		)	10,921
Total shareholders’ (deficit) equity	(108,563		)	(103,217		)	2,407			100,810			(108,563		)
Total liabilities and shareholders’ (deficit) equity	$	(103,217	)	$	516,280		$	306,029		$	(147,119	)	$	571,973

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net sales	$	—		$	161,813		$	73,178		$	(2,001	)	$	232,990
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			134,370			60,708			(2,001		)	193,077
Selling and general (excluding depreciation and amortization)	102			12,067			7,021			—			19,190
Depreciation and amortization	—			5,403			2,848			—			8,251
Other operating charges	—			1,694			647			—			2,341
Income (loss) from operations	(102		)	8,279			1,954			—			10,131
Equity in earnings of subsidiaries	(3,014		)	(1,292		)	—			4,306			—
Interest expense	—			(13,542		)	(372		)	—			(13,914		)
Intercompany income (loss), net	—			4,774			(4,774		)	—			—
Other (loss) income, net	—			(1,170		)	654			—			(516		)
(Loss) income before income taxes	(3,116		)	(2,951		)	(2,538		)	4,306			(4,299		)
(Benefit from) provision for income taxes	—			63			(1,246		)	—			(1,183		)
Net loss	$	(3,116	)	$	(3,014	)	$	(1,292	)	$	4,306		$	(3,116	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net loss	$	(3,116	)	$	(3,014	)	$	(1,292	)	$	4,306		$	(3,116	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(65		)	(65		)	(65		)	130			(65		)
Defined benefit pension plan adjustments, net of tax	21			21			19			(40		)	21
Total comprehensive loss	$	(3,160	)	$	(3,058	)	$	(1,338	)	$	4,396		$	(3,160	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED JUNE 28, 2013
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net sales	$	—		$	158,120		$	73,820		$	(2,079	)	$	229,861
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			131,031			61,509			(2,079		)	190,461
Selling and general (excluding depreciation and amortization)	95			13,669			6,176			—			19,940
Depreciation and amortization	—			5,558			2,892			—			8,450
Other operating charges	—			248			878			—			1,126
Income (loss) from operations	(95		)	7,614			2,365			—			9,884
Equity in earnings of subsidiaries	(1,461		)	(2,557		)	—			4,018			—
Interest expense	—			(13,507		)	(347		)	—			(13,854		)
Intercompany income (loss), net	—			4,402			(4,402		)	—			—
Other income (loss), net	—			2,529			(418		)	—			2,111
Loss before income taxes	(1,556		)	(1,519		)	(2,802		)	4,018			(1,859		)
Benefit from income taxes	—			(58		)	(245		)	—			(303		)
Net loss	$	(1,556	)	$	(1,461	)	$	(2,557	)	$	4,018		$	(1,556	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 28, 2013

(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net loss	$	(1,556	)	$	(1,461	)	$	(2,557	)	$	4,018		$	(1,556	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(157		)	(157		)	(157		)	314			(157		)
Defined benefit pension plan adjustments, net of tax	81			81			10			(91		)	81
Total comprehensive loss	$	(1,632	)	$	(1,537	)	$	(2,704	)	$	4,241		$	(1,632	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFOR THE SIX MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net sales	$	—		$	263,659		$	142,760		$	(3,525	)	$	402,894
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			226,143			117,430			(3,525		)	340,048
Selling and general (excluding depreciation and amortization)	220			24,478			13,268			—			37,966
Depreciation and amortization	—			10,792			5,661			—			16,453
Other operating charges	—			2,236			1,070			—			3,306
Income (loss) from operations	(220		)	10			5,331			—			5,121
Equity in earnings of subsidiaries	(22,168		)	(2,984		)	—			25,152			—
Interest expense	—			(26,949		)	(730		)	—			(27,679		)
Intercompany income (loss), net	—			9,339			(9,339		)	—			—
Other (loss) income, net	—			(853		)	533			—			(320		)
Loss before income taxes	(22,388		)	(21,437		)	(4,205		)	25,152			(22,878		)
(Benefit from) provision for income taxes	—			731			(1,221		)	—			(490		)
Net loss	$	(22,388	)	$	(22,168	)	$	(2,984	)	$	25,152		$	(22,388	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net loss	$	(22,388	)	$	(22,168	)	$	(2,984	)	$	25,152		$	(22,388	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(454		)	(454		)	(454		)	908			(454		)
Defined benefit pension plan adjustments, net of tax	41			41			37			(78		)	41
Total comprehensive loss	$	(22,801	)	$	(22,581	)	$	(3,401	)	$	25,982		$	(22,801	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFOR THE SIX MONTHS ENDED JUNE 28, 2013
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net sales	$	—		$	263,434		$	142,543		$	(3,571	)	$	402,406
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			224,095			119,107			(3,571		)	339,631
Selling and general (excluding depreciation and amortization)	188			26,730			12,462			—			39,380
Depreciation and amortization	—			11,133			5,910			—			17,043
Other operating charges	—			666			3,234			—			3,900
Income (loss) from operations	(188		)	810			1,830			—			2,452
Equity in earnings of subsidiaries	(29,484		)	(7,448		)	—			36,932			—
Interest expense	—			(26,856		)	(596		)	—			(27,452		)
Intercompany income (loss), net	—			8,680			(8,680		)	—			—
Other loss, net	—			(3,422		)	(812		)	—			(4,234		)
Loss before income taxes	(29,672		)	(28,236		)	(8,258		)	36,932			(29,234		)
Provision for (benefit from) income taxes	—			1,248			(810		)	—			438
Net loss	$	(29,672	)	$	(29,484	)	$	(7,448	)	$	36,932		$	(29,672	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 28, 2013

(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net loss	$	(29,672	)	$	(29,484	)	$	(7,448	)	$	36,932		$	(29,672	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(342		)	(342		)	(342		)	684			(342		)
Defined benefit pension plan adjustments, net of tax	165			165			21			(186		)	165
Total comprehensive loss	$	(29,849	)	$	(29,661	)	$	(7,769	)	$	37,430		$	(29,849	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSFOR THE SIX MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent		Issuer			Non-Guarantor			Eliminations			Total
Net cash used in operating activities	$	—	$	(17,262	)	$	(7,878	)	$	—		$	(25,140	)
Cash flows from investing activities:
Proceeds from sale of assets	—		65			1			—			66
Capital expenditures	—		(1,650		)	(1,311		)	—			(2,961		)
Due from (to) affiliates	—		—			345			(345		)	—
Net cash used in investing activities	—		(1,585		)	(965		)	(345		)	(2,895		)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	—		16,260			—			—			16,260
Net borrowings on Dutch Revolving Credit Facility	—		—			4,361			—			4,361
Change in cash overdrafts	—		1,326			—			—			1,326
Debt issuance costs	—		(88		)	—			—			(88		)
Due (to) from affiliates	—		(345		)	—			345			—
Net cash provided by financing activities	—		17,153			4,361			345			21,859
Effect of exchange rate changes on cash	—		—			(274		)	—			(274		)
Net decrease in cash and cash equivalents	—		(1,694		)	(4,756		)	—			(6,450		)
Cash and cash equivalents at beginning of period	—		1,700			7,277			—			8,977
Cash and cash equivalents at end of period	$	—	$	6		$	2,521		$	—		$	2,527

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWSFOR THE SIX MONTHS ENDED JUNE 28, 2013
(in thousands)

(unaudited)

	Parent		Issuer			Non-Guarantor			Eliminations			Total
Net cash used in operating activities	$	—	$	(22,393	)	$	(10,990	)	$	—		$	(33,383	)
Cash flows from investing activities:
Proceeds from sale of assets	—		164			2,022			—			2,186
Capital expenditures	—		(2,879		)	(2,079		)	—			(4,958		)
Due from (to) affiliates						4,148			(4,148		)	—
Net cash (used in) provided by investing activities	—		(2,715		)	4,091			(4,148		)	(2,772		)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	—		22,953			—			—			22,953
Changes in cash overdraft	—		5,144			—			—			5,144
Net borrowings on Dutch Revolving Credit Facility	—		—			3,333			—			3,333
Debt issuance costs	—		(175		)	—			—			(175		)
Due (to) from affiliates	—		(4,148		)	—			4,148			—
Net cash provided by financing activities	—		23,774			3,333			4,148			31,255
Effect of exchange rate changes on cash	—		—			(23		)	—			(23		)
Net decrease in cash and cash equivalents	—		(1,334		)	(3,589		)	—			(4,923		)
Cash and cash equivalents at beginning of period	—		1,574			8,450			—			10,024
Cash and cash equivalents at end of period	$	—	$	240		$	4,861		$	—		$	5,101

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Document Entity Information	6 Months Ended
	Jun. 27, 2014	Aug. 07, 2014
Entity Information
Entity Registrant Name	Euramax Holdings, Inc.
Entity Central Index Key	0001026743
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 27, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		195,252

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Basis of Presentation and Principles of Consolidation (Policies)

6 Months Ended

Jun. 27, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting, Policy

The accompanying unaudited condensed consolidated financial statements of Euramax Holdings, Inc. and its subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, these statements include all adjustments considered necessary for the fair presentation of all interim periods reported herein. All adjustments are of a normal recurring nature unless otherwise disclosed.

Fiscal Period, Policy

Each of our interim reporting periods, other than the fourth interim reporting period, ends on the Friday closest to the last day of the corresponding quarterly calendar period. The second quarter of 2014 and 2013 ended on June 27 and June 28, respectively. Our fourth interim reporting period and our fiscal year end on December 31 regardless of the day of the week on which it falls.

Income Tax, Policy

The (benefit from) provision for income taxes for 2014 and 2013 is computed at the effective rate expected to be applicable in each respective full year using the statutory rates on a country by country basis, adjusted for changes in valuation allowances relating to the Company’s net operating loss and capital loss carryforwards and changes in tax uncertainties.

Pension and Other Postretirement Plans, Pensions, Policy

The Company maintains a non-contributory defined benefit pension plan covering substantially all U.S. hourly employees (the "U.S. Plan"). In addition, the employees at Euramax Coated Products Limited and Ellbee Limited participate in a single employer pension plan (the "UK Plan"). The measurement date for the U.S. and UK plans is the last day of the fiscal year. The Company curtailed the accrual of participant benefits provided under the UK Plan effective March 31, 2009. This curtailment did not affect the timing for the payment of benefits earned under the UK Plan through the curtailment date. In January 2010, the Company's board of directors approved a motion to freeze future benefit accruals under the U.S. Plan.

Fair Value Measurement, Policy

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis as required by accounting principles generally accepted in the U.S. Generally, adjustments made to record assets at fair value on a nonrecurring basis are the result of impairment charges.

Recurring Fair Value Measurements

In accordance with accounting principles generally accepted in the U.S., certain assets and liabilities are required to be recorded at fair value on a recurring basis. For the Company, the only assets and liabilities that are adjusted to fair value on a recurring basis are derivative financial instruments.

The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued expenses, and loans and notes payable approximate their fair values because of the relatively short-term maturities of these instruments.

New Accounting Pronouncements, Policy

In February 2013, the Financial Accounting Standards Board ("FASB") issued amendments to disclosure requirements for presentation of comprehensive income. The Standard requires prospective presentation of the effect of significant amounts reclassified from each component of accumulated other comprehensive income and the respective line items in the condensed consolidated statement of operations which are impacted. The amendment is effective prospectively for periods beginning after December 15, 2012. The Company has included the required disclosure in Note 6, Accumulated Other Comprehensive Income.

In May 2014, the FASB issued new revenue recognition guidance, which supersedes most current revenue recognition guidance, including industry-specific guidance, and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early application not permitted. The Company is currently assessing the impact of implementing this guidance on the Company's financial position, results of operations, and cash flows.

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Condensed Consolidated Statements of Operations (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 27, 2014	Jun. 28, 2013	Jun. 27, 2014	Jun. 28, 2013
Net sales	$ 232,990	$ 229,861	$ 402,894	$ 402,406
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	193,077	190,461	340,048	339,631
Selling and general (excluding depreciation and amortization)	19,190	19,940	37,966	39,380
Depreciation and amortization	8,251	8,450	16,453	17,043
Other operating charges	2,341	1,126	3,306	3,900
Income from operations	10,131	9,884	5,121	2,452
Interest expense	(13,914)	(13,854)	(27,679)	(27,452)
Other (loss) income, net	(516)	2,111	(320)	(4,234)
Loss before income taxes	(4,299)	(1,859)	(22,878)	(29,234)
(Benefit from) provision for income taxes	(1,183)	(303)	(490)	438
Net loss	$ (3,116)	$ (1,556)	$ (22,388)	$ (29,672)

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Accumulated Other Comprehensive Income

6 Months Ended

Jun. 27, 2014

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income (loss) by component for the six month period ended June 27, 2014 were as follows:

	Foreign Currency Translation Adjustments			Defined Benefit Pension Plan Adjustments			Total
	(in thousands)
Balance, beginning of period	$	19,281		$	(8,360	)	$	10,921
Other comprehensive (loss) income before reclassifications	(454		)	—			(454		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			41			41
Net other comprehensive (loss) income	(454		)	41			(413		)
Balance, end of period	$	18,827		$	(8,319	)	$	10,508

Amounts reclassified from the defined benefit pension plan adjustments component of accumulated other comprehensive income (loss) were recorded in selling and general expenses within the condensed consolidated statement of operations. There were no net tax effects related to the reclassification as a result of the full valuation allowances in the U.S. and UK in the current year. The accumulated tax effect related to the defined benefit pension plan adjustments component of accumulated other comprehensive income (loss) was a provision of $0.3 million as of June 27, 2014 and December 31, 2013. There are no tax impacts related to the foreign currency translation adjustment component of accumulated other comprehensive income (loss) as the earnings of subsidiaries are considered to be permanently invested.

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Income Taxes

6 Months Ended

Jun. 27, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The (benefit from) provision for income taxes for 2014 and 2013 is computed at the effective rate expected to be applicable in each respective full year using the statutory rates on a country by country basis, adjusted for changes in valuation allowances relating to the Company’s net operating loss and capital loss carryforwards and changes in tax uncertainties. The effective rates for the three month periods ended June 27, 2014 and June 28, 2013 were a benefit of 27.5% and 16.3%, respectively.

The effective rate for the three months ended June 27, 2014 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and in U.S. federal and state jurisdictions.

The effective rate for the three months ended June 28, 2013 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and in U.S. federal and state jurisdictions.

The effective tax rates for the six month periods ended June 27, 2014 and June 28, 2013 were a benefit of 2.1% and a provision of 1.5%, respectively.

The effective rate for the six months ended June 27, 2014 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and in U.S. federal and state jurisdictions.

The effective rate for the six months ended June 28, 2013 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and in U.S. federal and state jurisdictions.

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Employee Benefit Plans (Tables)

6 Months Ended

Jun. 27, 2014

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Benefit Costs

Components of net periodic pension cost for the Company’s defined and multiemployer pension plans were as follows:

	Three months ended												Six months ended
	June 27, 2014						June 28, 2013						June 27, 2014						June 28, 2013
	U.S. Plan			UK Plan			U.S. Plan			UK Plan			U.S. Plan			UK Plan			U.S. Plan			UK Plan
	(in thousands)
Service cost	$	14		$	—		$	16		$	—		$	28		$	—		$	32		$	—
Interest cost	140			562			130			524			280			1,114			260			1,055
Expected return on assets	(186		)	(474		)	(156		)	(408		)	(372		)	(940		)	(312		)	(822		)
Recognized actuarial net loss	2			19			71			10			4			37			144			21
Total defined benefit net periodic pension cost	(30		)	107			61			126			(60		)	211			124			254
Multiemployer benefit expense	311			—			295			—			569			—			547			—
Net periodic pension cost	$	281		$	107		$	356		$	126		$	509		$	211		$	671		$	254

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Inventories (Tables)

6 Months Ended

Jun. 27, 2014

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventories were comprised of:

	June 27, 2014		December 31, 2013
	(in thousands)
Aluminum and steel coil	$	75,862	$	58,153
Raw materials	17,762		15,291
Work in process	3,065		1,936
Finished products	16,689		14,380
Total inventories, net	$	113,378	$	89,760

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Other Operating Charges

6 Months Ended

Jun. 27, 2014

Component Of Other Operating Cost And Expense [Abstract]

Other Operating Charges

Other Operating Charges

Other operating charges incurred by operating segment were as follows:

	Three months ended				Six months ended
	June 27, 2014		June 28, 2013		June 27, 2014		June 28, 2013
	(in thousands)
U.S. Residential Products	$	400	$	33	$	508	$	157
U.S. Commercial Products	439		208		469		295
European Roll Coated Aluminum	—		44		—		190
European Engineered Products	647		834		1,070		3,044
Other non-allocated	855		7		1,259		214
Total other operating charges	$	2,341	$	1,126	$	3,306	$	3,900

Other operating charges are comprised of restructuring initiatives, facility closures, and other operational initiatives. In the second quarter of 2014, after an ongoing review of its North American operations, the Company took steps to rationalize its workforce and to invest in select value-creating officer roles. These actions led to the elimination of certain non-essential salaried positions in the Company's North America business segments and at its Corporate Headquarters in Norcross, GA. The Company believes the elimination of certain non-essential salaried positions in the Company's North American business will result in a more competitive platform that provides both meaningful operational and cost benefits. Total severance and related costs incurred during the second quarter of 2014 related to the work force rationalization totaled approximately $1.0 million and are recorded within other operating charges in the Company’s Condensed Consolidated Statement of Operations.  As of June 27, 2014, approximately $0.7 million of severance is recorded within accrued expenses and other current liabilities. Total severance on a segment basis is disclosed in the following paragraphs.

For the three months ended June 27, 2014, other operating charges of $2.3 million were primarily comprised of severance costs and legal and professional fees. Other non-allocated charges of $0.9 million were primarily related to severance and professional fees for consulting services during the executive transition period. Ongoing restructuring initiatives in the European Engineered Products segment totaled $0.6 million of severance costs for various social programs in France. The remaining $0.8 million related to severance and relocation costs for various organizational initiatives in the U.S. primarily related to the workforce rationalization. Total costs related to the workforce rationalization include $0.4 million in the Residential Products segment, $0.4 million in the Commercial Products segment, and $0.2 million in other non-allocated charges for corporate employees.

For the three months ended June 28, 2013, other operating charges of $1.1 million were primarily comprised of severance and relocation costs of $0.8 million in the European Engineered Products segment related to the relocation from multiple plant facilities into one operating location. These costs were intended to reduce overhead costs and streamline operations. The remaining $0.3 million of other operating costs in the second quarter of 2013 are comprised primarily of severance and relocation costs related to various organizational initiatives to reduce operating costs and improve efficiencies.

For the six months ended June 27, 2014, other operating charges of $3.3 million were primarily comprised of severance costs and legal and professional fees. Other non-allocated charges of $1.3 million were primarily related to severance and professional fees for consulting services during the executive transition period. Ongoing restructuring initiatives in the European Engineered Products segment totaled $1.1 million including approximately $0.8 million of severance costs for various social programs in France and $0.3 million of severance in the UK. The remaining other operating charges in the first half of 2014 were comprised of $0.9 million in severance and relocation costs in the U.S. primarily related to the workforce rationalization. Total costs related to the workforce rationalization include $0.4 million in the Residential Products segment, $0.4 million in the Commercial Products segment, and $0.2 million in other non-allocated charges for corporate employees.

For the six months ended June 28, 2013, other operating charges of $3.9 million were primarily comprised of restructuring and relocation initiatives in the European Engineered Products segment, including a $1.6 million loss related to the sale of land and buildings and $1.4 million of relocation and other restructuring charges. These costs were primarily related to the relocation from multiple plant facilities into one operating location and were intended to reduce overhead cost and streamline operations. The remaining $0.9 million in other operating charges in the first half of 2013 were comprised primarily of severance and relocation costs related to various organizational initiatives to reduce operating costs and improve efficiencies.

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Employee Benefit Plans

6 Months Ended

Jun. 27, 2014

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans

Employee Benefit Plans

Retirement Plans

The Company maintains a non-contributory defined benefit pension plan covering substantially all U.S. hourly employees (the "U.S. Plan"). In addition, the employees at Euramax Coated Products Limited and Ellbee Limited participate in a single employer pension plan (the "UK Plan"). The measurement date for the U.S. and UK plans is the last day of the fiscal year. The Company curtailed the accrual of participant benefits provided under the UK Plan effective March 31, 2009. This curtailment did not affect the timing for the payment of benefits earned under the UK Plan through the curtailment date. In January 2010, the Company's board of directors approved a motion to freeze future benefit accruals under the U.S. Plan. The impact on the Company's projected benefit obligation was not significant. Components of net periodic pension cost for the Company’s defined and multiemployer pension plans were as follows:

	Three months ended												Six months ended
	June 27, 2014						June 28, 2013						June 27, 2014						June 28, 2013
	U.S. Plan			UK Plan			U.S. Plan			UK Plan			U.S. Plan			UK Plan			U.S. Plan			UK Plan
	(in thousands)
Service cost	$	14		$	—		$	16		$	—		$	28		$	—		$	32		$	—
Interest cost	140			562			130			524			280			1,114			260			1,055
Expected return on assets	(186		)	(474		)	(156		)	(408		)	(372		)	(940		)	(312		)	(822		)
Recognized actuarial net loss	2			19			71			10			4			37			144			21
Total defined benefit net periodic pension cost	(30		)	107			61			126			(60		)	211			124			254
Multiemployer benefit expense	311			—			295			—			569			—			547			—
Net periodic pension cost	$	281		$	107		$	356		$	126		$	509		$	211		$	671		$	254

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Fair Value Measurements

6 Months Ended

Jun. 27, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Recurring Fair Value Measurements

In accordance with accounting principles generally accepted in the U.S., certain assets and liabilities are required to be recorded at fair value on a recurring basis. For the Company, the only assets and liabilities that are adjusted to fair value on a recurring basis are derivative financial instruments.

Derivative Financial Instruments

The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company's financial performance and are referred to as "market risks." The Company, when deemed appropriate, uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary market risk managed by the Company through the use of derivative instruments is foreign currency exchange rate risk related to intercompany interest payments. The Company does not enter into derivative contracts for trading purposes.

The Company has entered into forward contracts to buy or sell a quantity of a currency at a predetermined future date, and at a predetermined rate or price to mitigate uncertainty and volatility, and to cover underlying exposures to certain payments in currencies other than the functional currency. The Company has not designated these contracts for hedge accounting treatment and, therefore, the gains and losses on these contracts are recorded in other income (loss), net in the condensed consolidated statement of operations. For the three months ended June 27, 2014 and June 28, 2013, the Company recognized gains of $0.1 million and losses of $0.1 million, respectively, related to these forward contracts. For the six months ended June 27, 2014 and June 28, 2013, the Company recognized gains of $0.1 million and $0.1 million, respectively, related to these forward contracts.

Derivatives are carried at fair value in the condensed consolidated balance sheet in the line item accrued expenses and other current liabilities. As of June 27, 2014 and December 31, 2013, the fair value of outstanding derivatives totaled liabilities of $0.1 million and $0.2 million, respectively. The fair value of foreign exchange contracts is determined using quoted prices for similar contracts obtained from financial institutions and is classified as a Level 2 measurement in the fair value hierarchy.

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis as required by accounting principles generally accepted in the U.S. Generally, adjustments made to record assets at fair value on a nonrecurring basis are the result of impairment charges.

The Company did not record any impairment charges related to assets measured at fair value on a nonrecurring basis during the three or six months ended June 27, 2014. During the first quarter of 2013, the Company recorded losses of approximately $1.6 million in other operating charges related to the reclassification of land and buildings to assets held for sale. These losses, incurred as part of the Company's restructuring activities in the European Engineered Products segment, represented the difference between the carrying value prior to the reclassification and the fair value. The fair value was determined based on the selling price less costs incurred to sell and was classified as Level 1 in the fair value hierarchy. The assets were sold during the second quarter of 2013 and no additional losses were recorded from the sale of the assets.

Other Fair Value Disclosures

The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued expenses, and loans and notes payable approximate their fair values because of the relatively short-term maturities of these instruments.

The fair value of our long-term debt is estimated using Level 2 inputs based on dealer quoted prices for our debt instruments based on recent transactions obtained from various sources. As of June 27, 2014, the carrying amount and fair value of our Senior Secured Notes, were $375.0 million and $375.0 million, respectively. As of December 31, 2013, the carrying amount and fair value of our Senior Secured Notes, were $375.0 million and $375.0 million, respectively.

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Segment Information

6 Months Ended

Jun. 27, 2014

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company manages its business and serves its customers through reportable segments differentiated by product type, end market, and geography. The Company's four reportable segments are described below:

U.S. Residential Products—The U.S. Residential Products segment utilizes aluminum, steel, copper and vinyl to produce residential roof drainage products, including preformed gutters, downspouts, elbows, soffit, drip edge, fascia, flashing, snow guards and related accessories. These products are used primarily for the repair, replacement or enhancement of residential roof drainage systems. The Company sells these products to home improvement retailers, lumber yards, distributors and contractors from manufacturing and distribution facilities throughout North America. The Company also produces specialty made-to-order vinyl replacement windows and aluminum patio and awning components sold primarily to home improvement contractors in the western U.S.

U.S. Commercial Products—The U.S. Commercial Products segment utilizes various materials including steel coil, aluminum coil and fiberglass to create various products with commercial applications, including roofing and siding panels, ridge caps, flashing, trim, soffit and other accessories as well as sidewall components, siding and other exterior components for the towable RV, cargo and manufactured housing markets. The Company sells these products to builders, contractors, lumber yards, home improvement retailers, OEMs, and RV manufacturers from manufacturing and distribution facilities located throughout the U.S. These products are used in the construction of a wide variety of small scale commercial, agricultural and industrial building types on either wood or metal frames, manufactured homes, and towable RVs.

European Roll Coated Aluminum—The European Roll Coated Aluminum segment uses a roll coating process to apply paint to bare aluminum coil and, to a lesser extent, bare steel coil in order to produce specialty coated coil, which the Company also processes into specialty coated sheets and panels. The Company sells these products to building panel manufacturers, contractors and UK “holiday home,” RV and transportation OEMs throughout Europe and in parts of Asia. The Company’s customers use its specialty coated metal products to manufacture, among other things, RV sidewalls, commercial roofing panels, interior ceiling panels, and liner panels for shipping containers. The Company produces and distributes these roll coated products from facilities located in the Netherlands and the UK.

European Engineered Products—The European Engineered Products segment utilizes aluminum and vinyl extrusions to produce residential windows, doors and shower enclosures. These products are sold to home improvement retailers, distributors and factory‑built “holiday home” builders in the UK. The Company also produces windows used in the operator compartments of heavy equipment, components sold to suppliers of automotive OEMs in Western Europe and RV doors. The Company produces and distributes these engineered products from facilities in France and the UK and has developed extensive in-house manufacturing capabilities, including powder coating, glass cutting, anodizing and glass toughening.

The Company evaluates the performance of its segments and allocates resources to them based primarily on segment income (loss) from operations. Expenses, income and assets that are not segment specific relate to the holding company and business activities conducted for the overall benefit of the Company, and accordingly, are not attributable to the Company’s segments.

The following table presents information about reported segments for the three months ended June 27, 2014:

	U.S. Residential Products		U.S. Commercial Products		European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
Three months ended June 27, 2014	(in thousands)
Net sales:
Third party	$	86,709	$	77,067	$	51,620	$	17,594		$	—		$	—		$	232,990
Intersegment	217		32		87		—			—			(336		)	—
Total net sales	$	86,926	$	77,099	$	51,707	$	17,594		$	—		$	(336	)	$	232,990
Income (loss) from operations	$	9,595	$	1,781	$	3,389	$	(598	)	$	(4,036	)	$	—		$	10,131
Depreciation and amortization	$	2,723	$	2,315	$	2,358	$	446		$	409		$	—		$	8,251
Capital expenditures	$	321	$	148	$	465	$	319		$	220		$	—		$	1,473

The following table presents information about reported segments for the three months ended June 28, 2013:

	U.S. Residential Products		U.S. Commercial Products		European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
Three months ended June 28, 2013	(in thousands)
Net sales:
Third party	$	86,567	$	73,930	$	51,357	$	18,007		$	—		$	—		$	229,861
Intersegment	199		154		43		—			—			(396		)	—
Total net sales	$	86,766	$	74,084	$	51,400	$	18,007		$	—		$	(396	)	$	229,861
Income (loss) from operations	$	9,799	$	337	$	3,153	$	(904	)	$	(2,501	)	$	—		$	9,884
Depreciation and amortization	$	2,905	$	2,620	$	2,380	$	412		$	133		$	—		$	8,450
Capital expenditures	$	770	$	568	$	1,069	$	47		$	278		$	—		$	2,732

The following table presents information about reported segments for the six months ended June 27, 2014:

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
Six months ended June 27, 2014	(in thousands)
Net sales:
Third party	$	136,109	$	131,066		$	101,548	$	34,171		$	—		$	—		$	402,894
Intersegment	396		60			296		—			—			(752		)	—
Total net sales	$	136,505	$	131,126		$	101,844	$	34,171		$	—		$	(752	)	$	402,894
Income (loss) from operations	$	8,278	$	(3,216	)	$	7,318	$	(944	)	$	(6,315	)	$	—		$	5,121
Depreciation and amortization	$	5,456	$	4,857		$	4,711	$	863		$	566		$	—		$	16,453
Capital expenditures	$	660	$	703		$	805	$	482		$	311		$	—		$	2,961

The following table presents information about reported segments for the six months ended June 28, 2013:

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
Six months ended June 28, 2013	(in thousands)
Net sales:
Third party	$	138,685	$	128,500		$	99,578	$	35,643		$	—		$	—		$	402,406
Intersegment	334		298			105		—			—			(737		)	—
Total net sales	$	139,019	$	128,798		$	99,683	$	35,643		$	—		$	(737	)	$	402,406
Income (loss) from operations	$	9,576	$	(4,081	)	$	5,640	$	(3,532	)	$	(5,151	)	$	—		$	2,452
Depreciation and amortization	$	5,830	$	5,238		$	4,714	$	996		$	265		$	—		$	17,043
Capital expenditures	$	1,203	$	1,006		$	1,810	$	216		$	723		$	—		$	4,958

It is impractical for the Company to provide revenues from external customers by groups of similar products. Accordingly, the following table reflects revenues from external customers by markets for the periods indicated.

		Three months ended				Six months ended
Customers/Markets	Primary Products	June 27, 2014		June 28, 2013		June 27, 2014		June 28, 2013
		(in thousands)
Original Equipment Manufacturers (“OEMs”)	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; windows and roofing; and composite building panels	$	56,562	$	53,882	$	112,297	$	104,317
Home Improvement Retailers	Rain carrying systems, metal panels, roofing accessories, windows, doors and shower enclosures	49,980		55,125		80,066		88,546
Industrial and Architectural Contractors	Metal panels and siding and roofing accessories	38,380		40,363		72,242		74,795
Rural Contractors	Steel and aluminum roofing and siding	37,123		34,282		56,027		53,903
Distributors	Metal coils, rain carrying systems and roofing accessories	27,954		24,882		42,253		42,025
Home Improvement Contractors	Vinyl replacement windows; metal coils, rain carrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings	14,212		12,327		23,357		20,425
Manufactured Housing	Steel siding and trim components	8,779		9,000		16,652		18,395
		$	232,990	$	229,861	$	402,894	$	402,406

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Income Taxes (Details)	3 Months Ended		6 Months Ended
	Jun. 27, 2014	Jun. 28, 2013	Jun. 27, 2014	Jun. 28, 2013
Income Tax Disclosure [Abstract]
Effective income tax rate, continuing operations	(27.50%)	(16.30%)	(2.10%)	1.50%

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 27, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of Product Warranty Liability

Changes in the product warranty accrual are summarized as follows:

	Three months ended						Six months ended
	June 27, 2014			June 28, 2013			June 27, 2014			June 28, 2013
	(in thousands)
Balance, beginning of period	$	5,389		$	5,098		$	5,326		5,098
Payments made or service provided	(934		)	(955		)	(1,555		)	(1,831		)
Warranty expense	493			884			1,175			1,841
Foreign currency translation	(2		)	20			—			(61		)
Balance, end of period	$	4,946		$	5,047		$	4,946		$	5,047

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Supplemental Guarantor Condensed Financial Information (Tables)

6 Months Ended

Jun. 27, 2014

Supplemental Guarantor Condensed Financial Information [Abstract]

Schedule of Condensed Balance Sheet

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS

JUNE 27, 2014

(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	6		$	2,521		$	—		$	2,527
Accounts receivable, less allowance for doubtful accounts	—			62,071			49,103			—			111,174
Inventories, net	—			84,878			28,500			—			113,378
Income taxes receivable	—			459			—			—			459
Deferred income taxes	—			556			20			—			576
Other current assets	—			4,058			3,150			—			7,208
Total current assets	—			152,028			83,294			—			235,322
Property, plant and equipment, net	—			57,268			66,291			—			123,559
Amounts due from affiliates	—			228,283			18,803			(247,086		)	—
Goodwill	—			81,358			122,309			—			203,667
Customer relationships, net	—			20,726			13,307			—			34,033
Other intangible assets, net	—			6,754			—			—			6,754
Investment in consolidated subsidiaries	(125,554		)	(995		)	—			126,549			—
Deferred income taxes	—			—			304			—			304
Other assets	—			3,252			4,059			—			7,311
Total assets	$	(125,554	)	$	548,674		$	308,367		$	(120,537	)	$	610,950
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	—		$	63,766		$	26,605		$	—		$	90,371
Accrued expenses and other current liabilities	28			16,941			12,617			—			29,586
Accrued interest payable	—			12,835			84			—			12,919
Current portion of long-term debt	—			—			4,361			—			4,361
Deferred income taxes	—			—			601			—			601
Total current liabilities	28			93,542			44,268			—			137,838
Long-term debt	—			551,922			—			—			551,922
Amounts due to affiliates	5,537			11,641			229,908			(247,086		)	—
Deferred income taxes	—			10,458			8,678			—			19,136
Other liabilities	—			6,665			26,508			—			33,173
Total liabilities	5,565			674,228			309,362			(247,086		)	742,069
Shareholders’ (deficit) equity:
Common stock	195			—			21			(21		)	195
Additional paid-in capital	724,316			661,424			199,452			(860,876		)	724,316
Accumulated loss	(866,138		)	(797,486		)	(213,227		)	1,010,713			(866,138		)
Accumulated other comprehensive income	10,508			10,508			12,759			(23,267		)	10,508
Total shareholders’ (deficit) equity	(131,119		)	(125,554		)	(995		)	126,549			(131,119		)
Total liabilities and shareholders’ (deficit) equity	$	(125,554	)	$	548,674		$	308,367		$	(120,537	)	$	610,950

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2013
(in thousands)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	1,700		$	7,277		$	—		$	8,977
Accounts receivable, less allowance for doubtful accounts	—			35,012			38,984			—			73,996
Inventories, net	—			62,270			27,490			—			89,760
Income taxes receivable	—			341			641			—			982
Deferred income taxes	—			559			21			—			580
Other current assets	—			5,462			1,546			—			7,008
Total current assets	—			105,344			75,959			—			181,303
Property, plant and equipment, net	—			62,185			67,929			—			130,114
Amounts due from affiliates	—			229,101			18,828			(247,929		)	—
Goodwill	—			81,359			122,694			—			204,053
Customer relationships, net	—			24,626			16,005			—			40,631
Other intangible assets, net	—			7,073			—			—			7,073
Investment in consolidated subsidiaries	(103,217		)	2,407			—			100,810			—
Deferred income taxes	—			—			87			—			87
Other assets	—			4,185			4,527			—			8,712
Total assets	$	(103,217	)	$	516,280		$	306,029		$	(147,119	)	$	571,973
LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	—		$	30,312		$	26,950		$	—		$	57,262
Accrued expenses and other current liabilities	14			16,133			10,219			—			26,366
Accrued interest payable	—			8,973			47			—			9,020
Deferred income taxes	—			—			605			—			605
Total current liabilities	14			55,418			37,821			—			93,253
Long-term debt	—			535,396			—			—			535,396
Amounts due to affiliates	5,332			12,086			230,511			(247,929		)	—
Deferred income taxes	—			9,561			9,419			—			18,980
Other liabilities	—			7,036			25,871			—			32,907
Total liabilities	5,346			619,497			303,622			(247,929		)	680,536
Shareholders’ (deficit) equity:
Common stock	195			—			21			(21		)	195
Additional paid-in capital	724,071			661,180			199,452			(860,632		)	724,071
Accumulated loss	(843,750		)	(775,318		)	(210,242		)	985,560			(843,750		)
Accumulated other comprehensive income	10,921			10,921			13,176			(24,097		)	10,921
Total shareholders’ (deficit) equity	(108,563		)	(103,217		)	2,407			100,810			(108,563		)
Total liabilities and shareholders’ (deficit) equity	$	(103,217	)	$	516,280		$	306,029		$	(147,119	)	$	571,973

Schedule of Condensed Income Statement

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFOR THE SIX MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net sales	$	—		$	263,659		$	142,760		$	(3,525	)	$	402,894
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			226,143			117,430			(3,525		)	340,048
Selling and general (excluding depreciation and amortization)	220			24,478			13,268			—			37,966
Depreciation and amortization	—			10,792			5,661			—			16,453
Other operating charges	—			2,236			1,070			—			3,306
Income (loss) from operations	(220		)	10			5,331			—			5,121
Equity in earnings of subsidiaries	(22,168		)	(2,984		)	—			25,152			—
Interest expense	—			(26,949		)	(730		)	—			(27,679		)
Intercompany income (loss), net	—			9,339			(9,339		)	—			—
Other (loss) income, net	—			(853		)	533			—			(320		)
Loss before income taxes	(22,388		)	(21,437		)	(4,205		)	25,152			(22,878		)
(Benefit from) provision for income taxes	—			731			(1,221		)	—			(490		)
Net loss	$	(22,388	)	$	(22,168	)	$	(2,984	)	$	25,152		$	(22,388	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED JUNE 28, 2013
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net sales	$	—		$	158,120		$	73,820		$	(2,079	)	$	229,861
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			131,031			61,509			(2,079		)	190,461
Selling and general (excluding depreciation and amortization)	95			13,669			6,176			—			19,940
Depreciation and amortization	—			5,558			2,892			—			8,450
Other operating charges	—			248			878			—			1,126
Income (loss) from operations	(95		)	7,614			2,365			—			9,884
Equity in earnings of subsidiaries	(1,461		)	(2,557		)	—			4,018			—
Interest expense	—			(13,507		)	(347		)	—			(13,854		)
Intercompany income (loss), net	—			4,402			(4,402		)	—			—
Other income (loss), net	—			2,529			(418		)	—			2,111
Loss before income taxes	(1,556		)	(1,519		)	(2,802		)	4,018			(1,859		)
Benefit from income taxes	—			(58		)	(245		)	—			(303		)
Net loss	$	(1,556	)	$	(1,461	)	$	(2,557	)	$	4,018		$	(1,556	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net sales	$	—		$	161,813		$	73,178		$	(2,001	)	$	232,990
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			134,370			60,708			(2,001		)	193,077
Selling and general (excluding depreciation and amortization)	102			12,067			7,021			—			19,190
Depreciation and amortization	—			5,403			2,848			—			8,251
Other operating charges	—			1,694			647			—			2,341
Income (loss) from operations	(102		)	8,279			1,954			—			10,131
Equity in earnings of subsidiaries	(3,014		)	(1,292		)	—			4,306			—
Interest expense	—			(13,542		)	(372		)	—			(13,914		)
Intercompany income (loss), net	—			4,774			(4,774		)	—			—
Other (loss) income, net	—			(1,170		)	654			—			(516		)
(Loss) income before income taxes	(3,116		)	(2,951		)	(2,538		)	4,306			(4,299		)
(Benefit from) provision for income taxes	—			63			(1,246		)	—			(1,183		)
Net loss	$	(3,116	)	$	(3,014	)	$	(1,292	)	$	4,306		$	(3,116	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFOR THE SIX MONTHS ENDED JUNE 28, 2013
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net sales	$	—		$	263,434		$	142,543		$	(3,571	)	$	402,406
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			224,095			119,107			(3,571		)	339,631
Selling and general (excluding depreciation and amortization)	188			26,730			12,462			—			39,380
Depreciation and amortization	—			11,133			5,910			—			17,043
Other operating charges	—			666			3,234			—			3,900
Income (loss) from operations	(188		)	810			1,830			—			2,452
Equity in earnings of subsidiaries	(29,484		)	(7,448		)	—			36,932			—
Interest expense	—			(26,856		)	(596		)	—			(27,452		)
Intercompany income (loss), net	—			8,680			(8,680		)	—			—
Other loss, net	—			(3,422		)	(812		)	—			(4,234		)
Loss before income taxes	(29,672		)	(28,236		)	(8,258		)	36,932			(29,234		)
Provision for (benefit from) income taxes	—			1,248			(810		)	—			438
Net loss	$	(29,672	)	$	(29,484	)	$	(7,448	)	$	36,932		$	(29,672	)

Schedule Of Condensed Statement Of Comprehensive Income (Loss)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 28, 2013

(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net loss	$	(1,556	)	$	(1,461	)	$	(2,557	)	$	4,018		$	(1,556	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(157		)	(157		)	(157		)	314			(157		)
Defined benefit pension plan adjustments, net of tax	81			81			10			(91		)	81
Total comprehensive loss	$	(1,632	)	$	(1,537	)	$	(2,704	)	$	4,241		$	(1,632	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net loss	$	(22,388	)	$	(22,168	)	$	(2,984	)	$	25,152		$	(22,388	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(454		)	(454		)	(454		)	908			(454		)
Defined benefit pension plan adjustments, net of tax	41			41			37			(78		)	41
Total comprehensive loss	$	(22,801	)	$	(22,581	)	$	(3,401	)	$	25,982		$	(22,801	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 28, 2013

(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net loss	$	(29,672	)	$	(29,484	)	$	(7,448	)	$	36,932		$	(29,672	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(342		)	(342		)	(342		)	684			(342		)
Defined benefit pension plan adjustments, net of tax	165			165			21			(186		)	165
Total comprehensive loss	$	(29,849	)	$	(29,661	)	$	(7,769	)	$	37,430		$	(29,849	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net loss	$	(3,116	)	$	(3,014	)	$	(1,292	)	$	4,306		$	(3,116	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(65		)	(65		)	(65		)	130			(65		)
Defined benefit pension plan adjustments, net of tax	21			21			19			(40		)	21
Total comprehensive loss	$	(3,160	)	$	(3,058	)	$	(1,338	)	$	4,396		$	(3,160	)

Schedule of Condensed Cash Flow Statement

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSFOR THE SIX MONTHS ENDED JUNE 27, 2014
(in thousands)

(unaudited)

	Parent		Issuer			Non-Guarantor			Eliminations			Total
Net cash used in operating activities	$	—	$	(17,262	)	$	(7,878	)	$	—		$	(25,140	)
Cash flows from investing activities:
Proceeds from sale of assets	—		65			1			—			66
Capital expenditures	—		(1,650		)	(1,311		)	—			(2,961		)
Due from (to) affiliates	—		—			345			(345		)	—
Net cash used in investing activities	—		(1,585		)	(965		)	(345		)	(2,895		)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	—		16,260			—			—			16,260
Net borrowings on Dutch Revolving Credit Facility	—		—			4,361			—			4,361
Change in cash overdrafts	—		1,326			—			—			1,326
Debt issuance costs	—		(88		)	—			—			(88		)
Due (to) from affiliates	—		(345		)	—			345			—
Net cash provided by financing activities	—		17,153			4,361			345			21,859
Effect of exchange rate changes on cash	—		—			(274		)	—			(274		)
Net decrease in cash and cash equivalents	—		(1,694		)	(4,756		)	—			(6,450		)
Cash and cash equivalents at beginning of period	—		1,700			7,277			—			8,977
Cash and cash equivalents at end of period	$	—	$	6		$	2,521		$	—		$	2,527

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWSFOR THE SIX MONTHS ENDED JUNE 28, 2013
(in thousands)

(unaudited)

	Parent		Issuer			Non-Guarantor			Eliminations			Total
Net cash used in operating activities	$	—	$	(22,393	)	$	(10,990	)	$	—		$	(33,383	)
Cash flows from investing activities:
Proceeds from sale of assets	—		164			2,022			—			2,186
Capital expenditures	—		(2,879		)	(2,079		)	—			(4,958		)
Due from (to) affiliates						4,148			(4,148		)	—
Net cash (used in) provided by investing activities	—		(2,715		)	4,091			(4,148		)	(2,772		)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	—		22,953			—			—			22,953
Changes in cash overdraft	—		5,144			—			—			5,144
Net borrowings on Dutch Revolving Credit Facility	—		—			3,333			—			3,333
Debt issuance costs	—		(175		)	—			—			(175		)
Due (to) from affiliates	—		(4,148		)	—			4,148			—
Net cash provided by financing activities	—		23,774			3,333			4,148			31,255
Effect of exchange rate changes on cash	—		—			(23		)	—			(23		)
Net decrease in cash and cash equivalents	—		(1,334		)	(3,589		)	—			(4,923		)
Cash and cash equivalents at beginning of period	—		1,574			8,450			—			10,024
Cash and cash equivalents at end of period	$	—	$	240		$	4,861		$	—		$	5,101

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Supplemental Guarantor Condensed Financial Information - Consolidated Balance Sheets (Details) (USD $) In Thousands, unless otherwise specified	Jun. 27, 2014	Dec. 31, 2013	Jun. 28, 2013	Dec. 31, 2012	Sep. 28, 2012
Condensed Financial Statements, Captions [Line Items]
Subsidiary ownership percentage	100.00%
ASSETS
Cash and cash equivalents	$ 2,527	$ 8,977	$ 5,101	$ 10,024	$ 5,101
Accounts receivable, less allowance for doubtful accounts	111,174	73,996
Inventories, net	113,378	89,760
Income taxes receivable	459	982
Deferred income taxes	576	580
Other current assets	7,208	7,008
Total current assets	235,322	181,303
Property, plant and equipment, net	123,559	130,114
Amounts due from affiliates	0	0
Goodwill	203,667	204,053
Customer relationships, net	34,033	40,631
Other intangible assets, net	6,754	7,073
Investments in consolidated subsidiaries	0	0
Deferred income taxes	304	87
Other assets	7,311	8,712
Total assets	610,950	571,973
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Accounts payable	90,371	57,262
Accrued expenses and other current liabilities	29,586	26,366
Accrued interest payable	12,919	9,020
Current portion of long-term debt	4,361	0
Deferred income taxes	601	605
Total current liabilities	137,838	93,253
Long-term debt	551,922	535,396
Amounts due to affiliates	0	0
Deferred income taxes	19,136	18,980
Other liabilities	33,173	32,907
Total liabilities	742,069	680,536
Shareholders’ (deficit) equity:
Common stock	195	195
Additional paid-in capital	724,316	724,071
Accumulated loss	(866,138)	(843,750)
Accumulated other comprehensive income	10,508	10,921
Total shareholders’ (deficit) equity	(131,119)	(108,563)
Total liabilities and shareholders’ (deficit) equity	610,950	571,973
Parent
ASSETS
Cash and cash equivalents	0	0		0	0
Accounts receivable, less allowance for doubtful accounts	0	0
Inventories, net	0	0
Income taxes receivable	0	0
Deferred income taxes	0	0
Other current assets	0	0
Total current assets	0	0
Property, plant and equipment, net	0	0
Amounts due from affiliates	0	0
Goodwill	0	0
Customer relationships, net	0	0
Other intangible assets, net	0	0
Investments in consolidated subsidiaries	(125,554)	(103,217)
Deferred income taxes	0	0
Other assets	0	0
Total assets	(125,554)	(103,217)
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Accounts payable	0	0
Accrued expenses and other current liabilities	28	14
Accrued interest payable	0	0
Current portion of long-term debt	0
Deferred income taxes	0	0
Total current liabilities	28	14
Long-term debt	0	0
Amounts due to affiliates	5,537	5,332
Deferred income taxes	0	0
Other liabilities	0	0
Total liabilities	5,565	5,346
Shareholders’ (deficit) equity:
Common stock	195	195
Additional paid-in capital	724,316	724,071
Accumulated loss	(866,138)	(843,750)
Accumulated other comprehensive income	10,508	10,921
Total shareholders’ (deficit) equity	(131,119)	(108,563)
Total liabilities and shareholders’ (deficit) equity	(125,554)	(103,217)
Issuer
ASSETS
Cash and cash equivalents	6	1,700		1,574	240
Accounts receivable, less allowance for doubtful accounts	62,071	35,012
Inventories, net	84,878	62,270
Income taxes receivable	459	341
Deferred income taxes	556	559
Other current assets	4,058	5,462
Total current assets	152,028	105,344
Property, plant and equipment, net	57,268	62,185
Amounts due from affiliates	228,283	229,101
Goodwill	81,358	81,359
Customer relationships, net	20,726	24,626
Other intangible assets, net	6,754	7,073
Investments in consolidated subsidiaries	(995)	2,407
Deferred income taxes	0	0
Other assets	3,252	4,185
Total assets	548,674	516,280
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Accounts payable	63,766	30,312
Accrued expenses and other current liabilities	16,941	16,133
Accrued interest payable	12,835	8,973
Current portion of long-term debt	0
Deferred income taxes	0	0
Total current liabilities	93,542	55,418
Long-term debt	551,922	535,396
Amounts due to affiliates	11,641	12,086
Deferred income taxes	10,458	9,561
Other liabilities	6,665	7,036
Total liabilities	674,228	619,497
Shareholders’ (deficit) equity:
Common stock	0	0
Additional paid-in capital	661,424	661,180
Accumulated loss	(797,486)	(775,318)
Accumulated other comprehensive income	10,508	10,921
Total shareholders’ (deficit) equity	(125,554)	(103,217)
Total liabilities and shareholders’ (deficit) equity	548,674	516,280
Non-Guarantor
ASSETS
Cash and cash equivalents	2,521	7,277		8,450	4,861
Accounts receivable, less allowance for doubtful accounts	49,103	38,984
Inventories, net	28,500	27,490
Income taxes receivable	0	641
Deferred income taxes	20	21
Other current assets	3,150	1,546
Total current assets	83,294	75,959
Property, plant and equipment, net	66,291	67,929
Amounts due from affiliates	18,803	18,828
Goodwill	122,309	122,694
Customer relationships, net	13,307	16,005
Other intangible assets, net	0	0
Investments in consolidated subsidiaries	0	0
Deferred income taxes	304	87
Other assets	4,059	4,527
Total assets	308,367	306,029
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Accounts payable	26,605	26,950
Accrued expenses and other current liabilities	12,617	10,219
Accrued interest payable	84	47
Current portion of long-term debt	4,361
Deferred income taxes	601	605
Total current liabilities	44,268	37,821
Long-term debt	0	0
Amounts due to affiliates	229,908	230,511
Deferred income taxes	8,678	9,419
Other liabilities	26,508	25,871
Total liabilities	309,362	303,622
Shareholders’ (deficit) equity:
Common stock	21	21
Additional paid-in capital	199,452	199,452
Accumulated loss	(213,227)	(210,242)
Accumulated other comprehensive income	12,759	13,176
Total shareholders’ (deficit) equity	(995)	2,407
Total liabilities and shareholders’ (deficit) equity	308,367	306,029
Eliminations
ASSETS
Cash and cash equivalents	0	0		0	0
Accounts receivable, less allowance for doubtful accounts	0	0
Inventories, net	0	0
Income taxes receivable	0	0
Deferred income taxes	0	0
Other current assets	0	0
Total current assets	0	0
Property, plant and equipment, net	0	0
Amounts due from affiliates	(247,086)	(247,929)
Goodwill	0	0
Customer relationships, net	0	0
Other intangible assets, net	0	0
Investments in consolidated subsidiaries	126,549	100,810
Deferred income taxes	0	0
Other assets	0	0
Total assets	(120,537)	(147,119)
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Accounts payable	0	0
Accrued expenses and other current liabilities	0	0
Accrued interest payable	0	0
Current portion of long-term debt	0
Deferred income taxes	0	0
Total current liabilities	0	0
Long-term debt	0	0
Amounts due to affiliates	(247,086)	(247,929)
Deferred income taxes	0	0
Other liabilities	0	0
Total liabilities	(247,086)	(247,929)
Shareholders’ (deficit) equity:
Common stock	(21)	(21)
Additional paid-in capital	(860,876)	(860,632)
Accumulated loss	1,010,713	985,560
Accumulated other comprehensive income	(23,267)	(24,097)
Total shareholders’ (deficit) equity	126,549	100,810
Total liabilities and shareholders’ (deficit) equity	$ (120,537)	$ (147,119)

XML

Condensed Consolidated Statements of Comprehensive Loss (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 27, 2014	Jun. 28, 2013	Jun. 27, 2014	Jun. 28, 2013
Net loss	$ (3,116)	$ (1,556)	$ (22,388)	$ (29,672)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(65)	(157)	(454)	(342)
Defined benefit pension plan adjustments	21	81	41	165
Total comprehensive loss	$ (3,160)	$ (1,632)	$ (22,801)	$ (29,849)

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Commitments and Contingencies

6 Months Ended

Jun. 27, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Raw Material Commitments

The Company’s primary raw materials are aluminum and steel coil. Because changes in aluminum and steel prices are generally passed through to customers, increases or decreases in aluminum and steel prices generally cause corresponding increases and decreases in reported net sales, causing fluctuations in reported revenues that are unrelated to the level of business activity. However, if the Company is unable to pass through aluminum and steel price increases to customers in the future, its business and results of operations could be materially adversely affected. Although the Company believes there is sufficient supply in the marketplace to competitively source all of its aluminum and steel needs without reliance on any particular supplier, any major disruption in the supply and/or price of aluminum and steel could have a material adverse effect on the Company’s business and financial condition.

To ensure a margin on specific customer orders, the Company may commit to purchase aluminum ingot or coil at a fixed market price for future delivery. These contracts are for normal purchases and sales, and therefore, are not required to be accounted for as derivatives.

Litigation

The Company is currently party to legal proceedings that have arisen in the ordinary course of business. The Company has and will continue to vigorously defend itself in these matters. It is the opinion of the Company’s management, based upon information available at this time, that the expected outcome of all matters to which the Company is currently a party 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.

Environmental Matters

The Company’s operations are subject to U.S., Canadian, and European federal, state, and local environmental laws and regulations, including those concerning the management of pollution and hazardous substances.

In connection with the acquisition of the Company from Alumax Inc. (which was acquired by Aluminum Company of America in May 1998, and hereafter referred to as Alumax) on September 25, 1996, the Company was indemnified by Alumax for substantially all of its costs, if any, related to specifically identified environmental matters arising prior to the closing date of the acquisition during the period of time it was owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the remediation of eleven 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 Act (CERCLA) as of the closing date of the acquisition from Alumax, as well as certain potential costs for nine sites to which the Company may have sent waste for disposal. 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. Any receivable for recoveries under the indemnification would be recorded separately from the corresponding liability when the environmental claim and related recovery is determined to be probable. In addition, the Company establishes reserves for remedial measures required from time to time at its facilities. Management believes that the reasonably probable outcomes of these matters will not be material. The Company’s reserves, expenditures, and expenses for all environmental exposures were not significant as of any of the dates or for any of the periods presented.

Product Warranties

The Company provides warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. The Company provides for warranties based on historical experience and expectations of future occurrence. Changes in the product warranty accrual are summarized as follows:

	Three months ended						Six months ended
	June 27, 2014			June 28, 2013			June 27, 2014			June 28, 2013
	(in thousands)
Balance, beginning of period	$	5,389		$	5,098		$	5,326		5,098
Payments made or service provided	(934		)	(955		)	(1,555		)	(1,831		)
Warranty expense	493			884			1,175			1,841
Foreign currency translation	(2		)	20			—			(61		)
Balance, end of period	$	4,946		$	5,047		$	4,946		$	5,047

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Inventories (Details) (USD $)	Jun. 27, 2014	Dec. 31, 2013
Inventory Disclosure [Abstract]
Aluminum and steel coil	$ 75,862,000	$ 58,153,000
Raw materials	17,762,000	15,291,000
Work in process	3,065,000	1,936,000
Finished products	16,689,000	14,380,000
Inventories, net	113,378,000	89,760,000
Inventory valuation reserves	$ (3,400,000)	$ (2,400,000)

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Other Operating Charges (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 27, 2014	Jun. 28, 2013	Jun. 27, 2014	Jun. 28, 2013
Other Operating Costs [Line Items]
Unusual or infrequent item operating	$ 2,341,000	$ 1,126,000	$ 3,306,000	$ 3,900,000
Accrued Liabilities
Other Operating Costs [Line Items]
Supplemental unemployment benefits, severance benefits	700,000		700,000
Other operating charges
Other Operating Costs [Line Items]
Unusual or infrequent item operating	2,341,000	1,126,000	3,306,000	3,900,000
Other severance and nonrecurring costs		300,000		900,000
Other operating charges | North America
Other Operating Costs [Line Items]
Other severance and nonrecurring costs	1,000,000
Other operating charges | United States
Other Operating Costs [Line Items]
Other severance and nonrecurring costs	800,000		900,000
U.S. Residential Products | Other operating charges
Other Operating Costs [Line Items]
Unusual or infrequent item operating	400,000	33,000	508,000	157,000
U.S. Residential Products | Other operating charges | United States
Other Operating Costs [Line Items]
Other severance and nonrecurring costs	400,000		400,000
U.S. Commercial Products | Other operating charges
Other Operating Costs [Line Items]
Unusual or infrequent item operating	439,000	208,000	469,000	295,000
U.S. Commercial Products | Other operating charges | United States
Other Operating Costs [Line Items]
Other severance and nonrecurring costs	400,000		400,000
European Roll Coated Aluminum | Other operating charges
Other Operating Costs [Line Items]
Unusual or infrequent item operating	0	44,000	0	190,000
European Engineered Products | Other operating charges
Other Operating Costs [Line Items]
Unusual or infrequent item operating	647,000	834,000	1,070,000	3,044,000
Restructuring and related cost, incurred cost			1,100,000	1,400,000
European Engineered Products | Other operating charges | Fair Value, Inputs, Level 1
Other Operating Costs [Line Items]
Asset impairment charges			1,600,000
European Engineered Products | Other operating charges | France
Other Operating Costs [Line Items]
Other severance and nonrecurring costs	600,000		800,000
European Engineered Products | Other operating charges | U.K.
Other Operating Costs [Line Items]
Other severance and nonrecurring costs		800,000	300,000
European Engineered Products | Other operating charges | U.K. | Fair Value, Inputs, Level 1
Other Operating Costs [Line Items]
Asset impairment charges				1,600,000
Other Non-Allocated | Other operating charges
Other Operating Costs [Line Items]
Unusual or infrequent item operating	855,000	7,000	1,259,000	214,000
Other severance and nonrecurring costs	900,000		1,300,000
Other Non-Allocated | Other operating charges | United States
Other Operating Costs [Line Items]
Other severance and nonrecurring costs	$ 200,000		$ 200,000

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Indebtedness (Tables)

6 Months Ended

Jun. 27, 2014

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Indebtedness consisted of the following:

	June 27, 2014		December 31, 2013
	(in thousands)
Senior Secured Notes (9.50%)	$	375,000	$	375,000
Senior Unsecured Loan Facility (12.25%)	123,906		123,640
ABL Credit Facility	53,016		36,756
Dutch Revolving Credit Facility	4,361		—
Total debt	556,283		535,396
Less: current portion	4,361		—
Total long term debt	$	551,922	$	535,396

Schedule of Redemption Rates on Senior Secured Notes

The Notes may be redeemed at the option of Euramax International, in whole or in part, under the conditions specified in the Indenture, at the following redemption prices plus accrued and unpaid interest to the redemption date if redeemed during the twelve-month period beginning on April 1 of the years indicated:

Year	Percentage
2013	107.125	%
2014	104.750	%
2015 and thereafter	100.000	%

Prepayment Rates on Senior Unsecured Loan Facility

Euramax International may prepay outstanding amounts under the Senior Unsecured Loan Facility, in whole or in part, at the prices (expressed as percentages of the loans) set forth below:

Prepayment Date	Percentage
On or after the second anniversary of the closing but prior to the third anniversary thereof	103	%
On or after the third anniversary of the closing but prior to the fourth anniversary thereof	102	%
On or after the fourth anniversary of the closing	100	%