10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________

FORM 10-K

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

For the fiscal year ended December 31, 2014

OR

o 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

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class N/A Name of each exchange on which registered N/A

Securities registered pursuant to Section 12(g) of the Act: None

__________________________________________________

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ý No o

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 and (2) has been subject to such filing requirements for the past 90 days. Yes o No ý*

*Pursuant to the terms of its senior secured note indenture,the registrant is a voluntary filer of reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934.

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 Regulation 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 ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

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 ý (Do not check if a smaller reporting company) Smaller reporting company o

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

As of June 27, 2014, the last business day of the registrant's most recently completed second quarter, there was no established public trading market for the common stock of the registrant and therefore an aggregate market value of the registrant's common stock is not determinable.

There were 195,827 shares of the registrant’s common stock, par value $1.00 per share, issued and outstanding as of March 25, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

PART I
Item 1	BUSINESS	3
Item 1A	RISK FACTORS	15
Item 1B	UNRESOLVED STAFF COMMENTS	41
Item 2	PROPERTIES	41
Item 3	LEGAL PROCEEDINGS	42
Item 4	MINE SAFETY DISCLOSURES	42
PART II
Item 5	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	42
Item 6	SELECTED FINANCIAL DATA	43
Item 7	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	44
Item 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	65
Item 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	66
Item 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	123
Item 9A	CONTROLS AND PROCEDURES	123
Item 9B	OTHER INFORMATION	124
PART III
Item 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	125
Item 11	EXECUTIVE COMPENSATION	128
Item 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	148
Item 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	150
Item 14	PRINCIPAL ACCOUNTING FEES AND SERVICES	153
PART IV
Item 15	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	154

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," "could," "may'," "expect," "potential," "future," "continue," "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;

• change 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, extend the maturity thereof 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;

• adverse changes to accounting rules or regulations;

1

• 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, compliance with environmental, and occupational health and safety laws and regulations can be costly, and we have incurred and will continue to incur costs, including capital expenditures, to comply with these requirements;

• 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.

2

Part I

Item 1. BUSINESS

The Company

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 United States, metal roofing and siding for post frame construction in the United States, and aluminum siding for towable RVs in the United States 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 ("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 35 facilities, including 29 located in the United States, one in Canada and five 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, 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.

Euramax Holdings, Inc. is a corporation originally formed in 1999 under the laws of the state of Delaware. Our headquarters and principal executive offices are located at 303 Research Drive, Suite 400, Norcross, GA 30092 and our telephone number is 770-449-7066. In this report, "Euramax Holdings," "the Company," "we," "our" and "us" refer to Euramax Holdings, Inc. and its consolidated subsidiaries, unless some other reference is indicated by the context.

Competitive Strengths

We believe that the following competitive strengths have contributed to our success and are critical to maintaining the market positions that we enjoy and achieving our plans for future growth:

Well positioned leader in niche end markets.    We maintain leading market positions in a number of niche markets. These markets include preformed roof-drainage products sold in the United States, metal roofing and siding for post frame construction in the northeast United States, aluminum siding for towable RV exteriors in the United States, aluminum siding and roofing for towable RVs in Europe, steel exterior panels for manufactured housing in the United States and vinyl windows and doors for the UK "holiday home" and home center markets.

Fabrication capabilities specifically tailored for niche markets.    Our manufacturing capabilities are critical to maintaining our strong position in several niche markets for our products. We are able to procure bare metal and paint it to our customers' specifications. These integrated metal coil coating capabilities provide us with a competitive advantage in the home improvement retail and RV industries as an integrated low-cost supplier of metal products with the ability to meet the demanding delivery requirements of customers in these industries. We manufacture roof drainage components from each of the four most common gutter materials: aluminum, steel, copper and vinyl.

Strong, established customer relationships.    We have maintained long-standing relationships with our major customers across our end markets and, to many, we are a critical supplier. Our top ten accounts include customers from each of our four business segments, have been customers of ours for more than 20 years on average, and include The Home Depot® and Lowe's®, the two largest home improvement retailers in the United States, each of whom have been our customer for over 25 years. The depth and longevity of our customer relationships provide a foundation for recurring revenues and an outlet for the introduction of new products.

Significant diversification across products, materials, customers, end markets and geography.    We produce and deliver over 10,000 unique products, utilizing aluminum, steel, copper, vinyl and fiberglass, through a multi-channel distribution network that serves customers across multiple end markets and geographies. Our customer base is highly diverse, with our top ten customers accounting for less than 34% and no single customer accounting for more than 13% of our total 2014 net sales. Further, our top ten customers include customers from each of our four segments. Our sales are also diversified geographically, with 70% of our 2014 net sales originating in the U.S. and Canada and the remainder originating in the UK, the Netherlands and France. We believe that this diversity has helped to mitigate the cyclicality that is experienced in some of the markets we serve, while allowing us to address profitable growth opportunities as they arise in different product lines, end markets and geographies.

3

Our Business Segments

We manage our business and serve our customers through reportable segments differentiated by product type, end market, and geography. Beginning in 2014, the Company has included net sales and the related cost of goods sold for certain of its commercial panels sold to customers in its Residential markets within its U.S. Commercial Products Segment. Previously, these products were included in the Company's U.S. Residential Products Segment. The Company's 2013 and 2012 results have been adjusted to reflect this change in reportable segments.

Our four reportable segments are described below:

U.S. Residential Products

Our 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. We sell these products substantially to home improvement retailers, but also to lumber yards, distributors and contractors from manufacturing and distribution facilities throughout North America. We also produce 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

Our 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. We sell 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

Our 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. We sell these products to building panel manufacturers, contractors and UK “holiday home,” RV and transportation OEMs throughout Europe and in parts of Asia. Our customers use our specialty coated metal products to manufacture, among other things, RV sidewalls, commercial roofing panels, interior ceiling panels, and liner panels for shipping containers. We produce and distribute these roll coated products from facilities located in the Netherlands and the UK.

European Engineered Products

Our 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. We also produce windows used in the operator compartments of heavy equipment, components sold to suppliers to automotive OEMs in western Europe and RV doors. We produce and distribute these engineered products from facilities in France and the UK and have developed extensive in-house manufacturing capabilities, including powder coating, glass cutting, anodizing and glass toughening.

For financial information about our operating segments and geographic areas, refer to Note 15 of Notes to Consolidated Financial Statements set forth in Part II, "Item 8. Financial Statements and Supplementary Data" of this report, incorporated herein by reference. For certain risks related to our non-U.S. operations, refer to "Item 1A. Risk Factors" below.

4

Our Products

Our products are sold to a diverse group of customers operating in a variety of industries. Our sales and marketing efforts are organized on a decentralized basis to provide services to our broad customer base in multiple geographic areas. The table below lists our key products, primary materials used, customers, primary sales regions, segments and end markets.

Key Products	Primary Materials Used	Customers	Primary Sales Regions	Segments	End Markets
Roof Drainage Products (gutters, downspouts and accessories)	Aluminum, Steel, Vinyl, Copper	Home Improvement Retailers, Lumber Yards, Rural Contractors, Home Improvement Contractors, Distributors, Manufactured Housing Producers	U.S.	U.S. Residential Products and U.S. Commercial Products	Residential Products, Commercial Products
Soffits (roof overhangs), Fascia (trims), Flashing (roofing valley material)	Aluminum, Steel, Copper	Home Improvement Retailers, Lumber Yards, Rural Contractors, Industrial and Architectural Contractors, Home Improvement Contractors, Manufactured Housing Producers	U.S.	U.S. Residential Products and U.S. Commercial Products	Residential Products, Commercial Products
Roofing & Siding (including RV siding and building panels)	Aluminum, Steel, Vinyl, Fiberglass	Rural Contractors, Distributors, Lumber Yards, Industrial and Architectural Contractors, Home Improvement Contractors, Manufactured Housing Producers, Home Improvement Retailers, OEMs, RV Manufacturers	U.S., Europe	U.S. Residential Products, European Roll Coated Aluminum and European Engineered Products	Residential Products, RV Products, Commercial Products
Doors	Aluminum, Fiberglass	Distributors, Home Improvement Retailers, Home Improvement Contractors, RV Manufacturers	U.S., Europe	U.S. Commercial Products and European Engineered Products	RV Products, Residential Products
Windows	Aluminum, Vinyl	Holiday Home Manufacturers, Home Improvement Contractors, Transportation Industry Manufacturers, OEMs, RV Manufacturers	U.S., Europe	U.S. Commercial Products and European Engineered Products	RV Products, Residential Products, Other Products
Specialty Coated Coils (painted aluminum and steel coils)	Aluminum, Steel	Various Building Panel Manufacturers, RV Manufacturers, Transportation Industry Manufacturers, OEMs	Europe	European Roll Coated Aluminum	RV Products, Commercial Products, Other Products

5

Our End Markets

Through our four business segments we serve two primary end markets—Building Products and Recreational Vehicle Products. Within the Building Products market, we serve both the Residential and Commercial Building Products markets. We believe our manufacturing base, brand recognition, geographic network, broad product portfolio and customization capabilities allow us to effectively meet the diverse requirements of our customers within our end markets. The following table illustrates our net sales in 2014 by segment and end market:

	End Markets Served
Segment	Residential Products			Commercial Products			Recreational Vehicle Products			Other Products			Net Sales			% of Net Sales
U.S. Residential Products	$	278.9		$	—		$	—		$	1.0		$	279.9		32.7	%
U.S. Commercial Products	24.7			204.5			48.9			39.2			317.3			37.2	%
European Roll Coated Aluminum	—			102.4			59.1			31.0			192.5			22.5	%
European Engineered Products	32.5			—			4.2			28.3			65.0			7.6	%
Net Sales	$	336.1		$	306.9		$	112.2		$	99.5		$	854.7		100.0	%
% of Net Sales	39.4		%	35.9		%	13.1		%	11.6		%	100.0		%
Principal Products	Gutters, downspouts, gutter guards, soffit, patio doors, windows			Metal roofing, siding panels, trim parts, coated metal coil			RV exterior components and doors			Coated metal and sheet, cabin frames, sunroofs and windows
Customer Type	Home improvement contractors, home improvement retailers, distributors and manufactured housing producers			Rural, industrial and architectural contractors, distributors and builders			RV OEMs			Transportation and other OEMs

Residential Products

We are a leading supplier of metal and vinyl gutters and related components to U.S. home improvement retailers. We produce and distribute virtually every component of roof drainage systems and offer a complete product line, including aluminum, steel, copper and vinyl products. We sell to substantially all major home improvement retailers, which represent the largest customer type for sales of our roof drainage products. Our roof drainage products are also sold into the distributor market generally characterized by heavier gauges and different component parts. Orders from distributors are typically larger in size than those from either the home improvement retailer or contractor market, which allows us to service this market with fewer locations. Products bought by distributors are typically resold to individual contractors.

Our other residential building products include patio doors, components for patio covers, and windows primarily used in the home improvement market. We produce and distribute a wide range of other residential products including patio cover and awning systems, vinyl windows, patio doors and manufactured housing siding. These products are typically sold to "holiday home" and manufactured housing OEMs, home improvement contractors and distributors.

Replacement Vinyl Windows

We manufacture and sell vinyl windows for the residential replacement markets and for Commercial applications in the United States and United Kingdom. Vinyl windows require low maintenance and generally are more resistant to temperature than wood and aluminum. In the United States, we sell primarily to the high-end residential contractor market from manufacturing facilities in Woodland, California and Loveland, Colorado. Over recent years, vinyl window sales have eroded business from wood and aluminum. We also manufacture vinyl windows in the United Kingdom that we sell to the UK "holiday home" OEMs and home improvement retailers.

6

Lattice and Awning System Products

Lattice and awning systems are patio covers and shade structures that enhance outdoor living space. Each component is manufactured from structural aluminum alloys and finished in a variety of colors. This gives the products the appearance of wood with long-term durability. Our lattice and awning systems are sold to contractors and distributors and sales tend to be driven by general remodeling activity. These systems are manufactured in Romoland, California and distributed through two locations in California and Arizona.

Patio and French Doors

We manufacture and sell vinyl patio and French doors for UK home improvement retailers.

Commercial Products

We supply metal roofing, siding and accessories for a wide variety of commercial construction applications, including agricultural, industrial and architectural uses. The core products we sell to this end market include fabricated metal roofing and siding panels, along with numerous accessories such as ridge caps, ridge vents and corners used in commercial construction (e.g., schools and office buildings).

Our commercial products market is a highly fragmented market divided into two distinct market customer groups: the post frame market and the industrial/architectural market. Both markets are regional and characterized by high shipping costs and short lead times. Sales to the post frame market are made primarily through builders, distributors and contractors, and are driven by rural construction trends. Sales to the industrial/architectural customer group tend to be more customized with product characteristics often specified by architects. In addition, we manufacture and sell specialty coated aluminum and steel products that are further fabricated by our commercial customers. We serve a variety of customers through a number of distribution channels including contractors, distributors and lumber yards.

Demand for our commercial products is largely driven by consumer confidence, interest rates, consumer disposable income, the strength of agricultural markets, consumer access to affordable financing and commercial construction trends. The agricultural market is highly fragmented and we compete against a number of smaller, mostly private companies.

Metal Roofing, Siding and Accessories ("MRS")

This end market's core products include fabricated metal roofing and siding panels, along with numerous accessories such as drip caps, ridge vents and corners. These products are used primarily for exterior walls and roofs. We also sell metal roofing panels directly to contractors for use in smaller commercial construction (e.g., schools and office buildings). In addition, we supply home improvement retailers with standard metal panels which are then sold to customers or contractors in the "Do-It-Yourself", or DIY, market.

Specialty Coated Metals

We manufacture and sell specialty coated aluminum and steel that is further fabricated by our commercial customers. We purchase coil from primary metal producers, which is then coated through a roll-coating painting process before being sold for further fabrication by customers. We primarily focus on niche products that have difficult technical and quality requirements such as rolled aluminum with unique colors and patterns, advanced finishes and higher-end panels. The market for specialty painted coils is fragmented and diverse with demand driven primarily by commercial construction trends.

7

Recreational Vehicle Products

We manufacture and sell components for use in the production of RV exteriors to all major RV OEMs. These products include painted aluminum coils, roll formed aluminum panels and exterior wall panels (typically a fiberglass reinforced panel). Aluminum panels sold to our customers are initially painted at one of our coil coating lines, and are then either delivered directly to customers or further fabricated. There are two distinct segments in the RV market: products for (i) motorhomes and (ii) towable RVs. Motorhomes are motorized RVs, whereas towable RVs are towed by automobiles and light trucks.

Demand for our RV products is driven by a number of factors, including, but not limited to disposable income, interest rates, general economic conditions, fuel costs, as well as demographic trends relating to consumers in the 55 through 74 year old age group, who constitute a significant source of demand for RV products. We primarily supply the lower price point aluminum towable RV market in the United States, which has historically been more stable relative to motorhomes. In Europe, we focus on both towables and motorhomes. Our coating capabilities in the United States and in Europe provide a distinct technological and competitive advantage over other suppliers. These capabilities enable us to paint a stripe or other decorative pattern directly onto the aluminum sheet according to customer specifications.

Other Products

In addition to serving our three principal end markets, we have taken advantage of available manufacturing capacity and leveraged our expertise to develop and sell new products into other markets. We develop and manufacture various metal-based products, including windows sold to bus manufacturers, specialty coated metals for the appliance and transportation markets, and engineered transportation components sold to transportation suppliers. Our auto component products include seat rails made of extruded aluminum, aluminum extruded frames, and custom made sunroofs.

We have also emphasized sales of painted aluminum coil into specialty applications. For example, we sell wide painted aluminum into the container market, which improves aesthetics and enables customers to reduce application costs by avoiding seams on their interior panels.

Aluminum Siding and Roofing

Europe

In Europe, we serve substantially all major RV OEMs with aluminum exteriors. We serve our customers from one location in Corby, United Kingdom, and one location in Roermond, the Netherlands. Overall, the European RV market is more regionally focused than the U.S. market and country preferences have a significant impact on RV purchases.

United States

We are a national supplier of exterior aluminum siding to the RV industry with multiple locations throughout the United States. We paint the majority of our coils internally, which we believe provides us with a cost advantage. We also serve the U.S. RV exterior market, including all major, multi-location North American OEMs. Our two Indiana facilities are strategically located to service the market as a majority of all North American RVs are produced within Indiana. However, we are the only supplier with a network of locations producing aluminum siding outside of Indiana, providing us with what we believe is a significant competitive advantage in servicing our customers on a national basis.

8

Customer Groups

Within our three principal end markets, we sell our products to a diverse array of customer groups operating in different industries. The following chart illustrates the distribution of net sales among different customer groups.

	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
OEMs	24.3	%	24.1	%	24.2	%
Home Improvement Retailers	20.6	%	22.1	%	21.7	%
Industrial and Architectural Contractors	17.1	%	18.0	%	17.7	%
Rural Contractors	16.6	%	16.3	%	17.2	%
Distributors	11.6	%	10.7	%	10.9	%
Home Improvement Contractors	5.8	%	4.9	%	4.3	%
Manufactured Housing Producers	4.0	%	3.9	%	4.0	%
	100.0	%	100.0	%	100.0	%

We believe we have a diverse customer base, and our top ten customers, on a combined basis, represented approximately 33.3% of our 2014 net sales. In fiscal year 2014, our two largest customers, The Home Depot® and Lowe's®, accounted for approximately 12.4% and 5.4% of our net sales, respectively.

Original Equipment Manufacturers

We supply OEMs, such as RV, holiday home, manufactured housing and transportation industry manufacturers. Our principal OEM customers are described below:

Recreational Vehicle Manufacturers.    We supply various aluminum products to RV manufacturers in the United States and Europe including aluminum siding, roofing and accessories. In addition, we supply laminated aluminum and fiberglass panels to RV manufacturers.

Commercial Panel Manufacturers.    We sell painted aluminum coil to customers who produce commercial building panels. These panels become part of a total package of commercial building wall panels and facades.

Transportation Industry Manufacturers.    In addition to supplying RV manufacturers and commercial panel manufacturers, we also supply manufacturers in the transportation industry in Europe with windows, sunroofs, frames and various other components fabricated from aluminum extrusions.

Other Manufacturers.    We also use our decorative and coil coating capabilities for products supplied to producers of transport containers.

Home Improvement Retailers

Our home improvement retail customers supply the well-established DIY market in the United States, Canada and the United Kingdom. In the United States, we sell building and construction products. In the United Kingdom, we sell patio doors, vinyl windows and residential entry doors. Home improvement retailers include small hardware stores, large cooperative buying groups, lumberyards and major home improvement retailers.

Industrial and Architectural Contractors

We sell various products to the architectural and industrial contractor markets including standing seam panels, siding, painted coil, soffit and fascia. These products are primarily produced from galvanized steel or aluminum.

9

Rural Contractors

We supply aluminum and steel roofing and siding products to rural contractors for use in agricultural and rural buildings such as sheds and animal confinement buildings. We sell our products to traditional rural contractors, including building supply dealers, building and agricultural cooperatives, and animal confinement integrators. Building suppliers and agricultural cooperatives typically purchase smaller quantities of product at multiple locations whereas contractors and integrators generally purchase large volumes for delivery to one site.

Distributors

We sell to distributors who distribute to smaller contractors and act as service centers for the next tier of customers in both the United States and Europe. Residential building products sold through distributors include a wide range of shower enclosures, metal roof flashing materials, painted aluminum trim coil, raincarrying systems, fascia/soffit systems and drip edges.

Home Improvement Contractors

We sell a variety of products, the most significant of which are raincarrying systems and vinyl replacement windows, to home improvement contractors. Other products sold to home improvement contractors include awnings, lattice systems, metal roofing, shower doors and patio and entrance doors. In the United States, we offer a full complement of vinyl replacement windows.

Manufactured Home Producers

We sell fabricated steel siding and accessory parts to producers of manufactured housing in the United States. These products are used for exterior walls and roofs. In addition to steel siding, we also fabricate and supply a variety of steel and aluminum accessory components for manufactured home exteriors.

Sales and Marketing

Our products and services are sold primarily by our sales personnel and outside sales representatives located throughout North America, Europe and Asia. We have organized sales and customer service teams to focus on specific customer segments and national accounts to allow us to provide enhanced customer solutions, which we believe improves our ability to improve our customer experience and increase the revenues that we generate from those customers.

Seasonality

Our sales volumes have historically been higher in the second and third quarters due to the seasonal demand of the building products markets served. 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.

Backlog

Our total backlog of orders as of December 31, 2014 and December 31, 2013 was $47.3 million and $53.7 million, respectively. We expect we will be able to fill our backlog in the next 12 months.

10

Manufacturing Processes

Our manufacturing processes employ a variety of equipment and several types of facilities. Our manufacturing process generally begins with painting aluminum or steel coil through a process known as roll-coating. Once coated, the aluminum or steel is further fabricated through selected processes which include tension leveling, embossing, slitting, rollforming, brake pressing, notching and bending. These processes complete the appropriate steps to fabricate a finished product. Our coating and fabrication capabilities are described in more detail as follows:

Coating (painting and anodizing).    Roll-coating is the process of applying a variety of liquid coatings (primarily paint) to bare aluminum or steel coil, providing a baked-on finish that is both protective and decorative. We have three coating lines in the United States and five in Europe. Two of the coating lines in the United States are primarily utilized for internal processing, while one coating line in the United States and the five coating lines in Europe, located within two facilities, are utilized to supply roll-coated products to both internal and external customers.

Anodizing is an electrochemical process that alters an aluminum surface through a controlled and accelerated oxidation process, which, if desired, may also color the material. Anodizing provides a high quality architectural finish to aluminum extrusions, which is demanded by certain customers. Anodizing is a key manufacturing process we offer in our Montreuil-Bellay facility included in the European Engineered Products segment, which fabricates automotive parts and extrusions used in the transportation industry.

Fabrication.    After coating, the slit or uncut coil may then undergo a variety of downstream production processes which further fabricate the aluminum and steel sheet to form the desired product. Fabrication equipment includes rollformers, punch and brake presses, embossers and expanding machinery for a variety of applications. Production machinery also includes equipment to bend, notch and cut aluminum and vinyl extrusions required, together with glass, for the assembly of windows and doors.

Raw Materials

Our main raw material purchases consist primarily of aluminum and steel, and, to a lesser extent, paint, glass, copper and vinyl. Aluminum and steel accounted for approximately 76% of our raw material costs for the year ended December 31, 2014. We sold approximately 173 million pounds of aluminum and 216 million pounds of steel during the year ended December 31, 2014. All of our raw materials are sourced from external suppliers who are located primarily in the United States and Europe.

We purchase our steel and aluminum sheet requirements from several foreign and domestic aluminum and steel mills. We believe there is sufficient supply in the market place to competitively source all of our requirements without reliance on any particular supplier. To assure continuity of supply, we may negotiate contracts for minimum annual purchases of aluminum from several suppliers. Commitments for minimum annual purchases are typically at a market price. At December 31, 2014, we did not have any such minimum purchase commitments outstanding. In addition, to ensure a margin on specific customer orders, we may commit to purchase aluminum ingot or coil at a fixed market price for future delivery. At December 31, 2014, such fixed price purchase commitments were approximately $7.4 million.

Approximately 53% and 27% of our net sales in 2014 were derived from sales of aluminum and steel products, respectively. Both of these raw materials are subject to a high degree of volatility caused by, among other items, the relationship of world supply to world demand, the relationship of the U.S. dollar to other currencies, and the imposition of import and export tariffs. Historically, prices at which we sell aluminum and steel products tend to fluctuate with corresponding changes in the prices paid to suppliers for these raw materials. Supplier price increases and decreases are typically passed on to customers, but not always, due to competition and the market for alternative products. Accordingly, our net sales and margins attributable to aluminum and steel products may fluctuate, with little or no change in the volume of shipments. See "Item 1A. Risk Factors— Risks Related to Our Business—Our financial performance is affected by the prices of our key raw materials, particularly aluminum and steel. Price fluctuations relating to aluminum and steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows and limit our operating flexibility."

11

Intellectual Property

We rely on a combination of patents, trademarks, trade secrets, other intellectual property rights, and other protective measures to protect our proprietary rights. We do not believe that any individual item of our intellectual property portfolio is material to our current business. We have licensed, and may license in the future, certain intellectual property and technology from third parties. See "Item 1A. Risk Factors—Risks Related to Our Business—We may be unable to protect our intellectual property rights, and we may be subject to intellectual property litigation and infringement claims by third parties."

Competition

We believe the principal competitive factors affecting our business are market diversity, customer diversity, geographic diversity, product and material diversity and the potential proliferation of low-cost competition. We believe that we are well positioned to compete with regard to each of these factors in each of the core markets in which we operate.

We have leading market positions in many of our core product markets. We have historically utilized our strong market positions and operating platforms to grow our business through both organic initiatives and acquisitions, and to improve our profitability. In certain fragmented markets, we are a national supplier to a broad customer base. We have focused on both introducing new products to our existing customer base and selling existing products into new markets and regions in order to facilitate new customer relationships.

In the residential end market, which includes roof drainage products, our competitors in all three selling channels (home improvement retailers, distributors and contractors) are fragmented and only have regional distribution capabilities. Selected competitors include Gibraltar Industries, Spectra and Royal-Apex Manufacturing Company, Inc. The U.S. RV OEM end market is a small, concentrated industry with a handful of large-scale competitors including Foremost and Drew Industries. In Europe, the market is similarly concentrated with primary competitors being Hartal and Eltherington Group Ltd., to which we supply certain products. The commercial end market includes the agricultural and industrial sectors. The agricultural market is extremely fragmented in the U.S. Our primary competitors are Metal Sales Manufacturing Corp., McElroy, Central States and Union Corrugating. In the architectural market, which is also highly fragmented, CENTRIA Architectural Systems, Metal Sales Manufacturing Corp., NCI and Peterson Aluminum Corporation are our principal competitors. In the industrial market, particularly in Europe, we occasionally compete with vertically integrated aluminum mills such as Novelis Inc., Hydro Aluminum, Alcoa and Hulett.

Environmental, Health and Safety Matters

Our manufacturing operations are subject to a range of federal, state, local and foreign environmental and occupational health and safety laws and regulations, including those relating to air emissions, wastewater discharges, the handling and disposal of solid and hazardous waste and substances, and the remediation of contamination associated with the current and past use of hazardous substances or other regulated materials. We may not be, at all times, in full compliance with all such requirements. Many of our operations require environmental permits and controls pursuant to these laws and regulations to prevent and limit pollution. These permits contain terms and conditions that impose limitations on our manufacturing activities, production levels and associated activities and periodically may be subject to modification, renewal and revocation by issuing authorities. We believe we are in compliance in all material respects with all applicable permit requirements. Historically, the costs of achieving and maintaining compliance with environmental and health and safety requirements have not been material costs. However, the operation of manufacturing plants entails risks in these areas, and a failure by us to comply with applicable environmental, health and safety laws, rules and regulations, including permit requirements, could result in civil or criminal fines, penalties, enforcement actions, third party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, including the installation of pollution control equipment or remedial actions. While the amount of such liability could be material, we conduct our current operations in a manner intended to reduce the risks of such liability.

Under certain of these laws and regulations, such as the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), known as the Superfund law, and its state law analogs, we may be held liable for releases of hazardous substances on or from our current or former properties or any offsite disposal location to which we may have sent waste. Such liability may include cleanup costs, natural resource damages and associated transaction costs. Liability under these laws can be joint and several, and can be imposed without regard to fault or the lawfulness of the actions that led to the release at the time they occurred.

12

Pursuant to these laws, we have been named as a potentially responsible party in state and federal administrative and judicial proceedings seeking contribution for costs associated with the investigation, analysis, correction and remediation of environmental conditions at eleven third party hazardous waste disposal sites. Pursuant to the terms of the Alumax acquisition agreement, subject to certain terms and limitations, Alumax (and its successors) has agreed to indemnify us for all of the costs associated with each of these eleven sites as well as for all of the costs associated with nine additional sites to which we may have sent waste for disposal but for which we have not received any notice of potential responsibility. Our ultimate liability will depend on many factors, including our volumetric share of the waste at a given site, the remedial action required, the total cost of remediation, the financial viability and participation of the other entities that also sent waste to the site and Alumax's willingness or ability to honor its indemnification obligations.

We are not currently conducting any investigation or remediation of contamination at facilities we own or operate. Potential liabilities of this kind are not subject to indemnification by Alumax. Once it becomes probable that we will incur costs in connection with remediation of a site and such costs can be reasonably estimated, we establish or adjust our reserve for our projected share of these costs. As of December 31, 2014, we had no reserves recorded for environmental matters, as we believe any potential liability is both remote and not reasonably estimable. However, the estimation of environmental liabilities is subject to uncertainties, including the scope and nature of contamination conditions, the success of remediation technologies being employed, new or changes to environmental laws, regulations or policies, future findings of investigation or remediation actions, alteration to expected remediation plans, or the number, financial condition and cooperation of other potentially responsible parties. In the event that we are responsible for environmental cleanup costs, any actual liabilities that exceed our reserves may have a material and adverse effect on our financial condition and, in particular, our earnings. In addition, we may incur significant liabilities under cleanup laws and regulations in connection with environmental conditions currently unknown to us relating to our existing, prior, or future sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired.

The facility that the Company leases in Ivyland, Pennsylvania has contaminated groundwater as a result of the migration from an adjacent property which was formerly the Naval Air Warfare Center, currently an NPL site under CERCLA. The area designated as an NPL site includes our leased property. The United States Navy is conducting a clean-up of the Naval Air Warfare Center NPL site under the Environmental Protection Agency's supervision. The owner/landlord of the property obtained liability protection under Pennsylvania's Brownfield Law by demonstrating to the Commonwealth of Pennsylvania that the contamination is from an off-site source, and, under Pennsylvania law, such liability protection benefits tenants as well. Moreover, under the Company's lease, the landlord retained any liability for this contamination. Accordingly, although the facility leased by the Company is located on an NPL site, the effects of this contamination would not reasonably be expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Compliance with environmental, and occupational health and safety laws and regulations can be costly, and we have incurred and will continue to incur costs, including capital expenditures, to comply with these requirements. In addition, these laws and regulations and their interpretation or enforcement are constantly evolving and have tended to become more stringent over time, and the impact of these changes on our business, financial condition, results of operations or cash flows are impossible to predict. For example, legislation and regulations limiting emissions of greenhouse gases, including carbon dioxide associated with the burning of fossil fuels, are at various stages of consideration and implementation, and if fully implemented, could significantly increase the price of the raw materials for and energy used to produce our products. If our compliance costs increase and are passed through to our customers, our products may become less competitive than other materials, which could reduce our sales, perhaps materially. Our costs of compliance with current and future environmental requirements could materially and adversely affect our business, financial condition and results of operations, prospects and cash flows.

Employees

As of December 31, 2014, we had approximately 1,784 employees, of which approximately 645 (36%) were employed in Europe and approximately 1,139 (64%) were employed in the United States and Canada. Of these employees, approximately 30% were salaried and 70% were hourly employees.

As of December 31, 2014, approximately 10.4% of our labor force was represented by collective bargaining agreements and an additional 31.7% of our labor force was represented by works councils.

We are not a party to any material pending labor proceedings and believe that our relationship with employees is good.

13

Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to such reports filed with or furnished to the SEC under Section 13(a) or 15(b) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, will be available free of charge on the SEC's website at www.sec.gov and on our website at www.euramax.com, as soon as reasonably practicable after they are filed with, or furnished to, the SEC. The information on our website is not incorporated into our SEC filings.

14

Item 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the following factors, any of which could materially and adversely affect our business, financial condition or results of operations in future periods. The risks described below are not the only risks facing our company. Additional risks that apply to all companies generally, not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods. We can provide no assurance and make no representation that our mitigation efforts although we believe they are reasonable, will be successful. Information contained in this section may be considered "forward-looking statements." See "Cautionary Statement Regarding Forward-Looking Statements" for a discussion of certain qualifications regarding such statements.

Risks Related to Our Business

Demand for our products is cyclical and seasonal, and reduced demand in our end markets is likely to adversely affect our profitability and cash flow.

Demand for many of our products is cyclical and seasonal in nature. Because the ultimate end users of our products are most typically individuals electing whether to make discretionary expenditures, our results are affected by various macroeconomic trends which affect consumer confidence and access to financing. Sales of our residential building products for repair, remodel and replacement applications depend upon the availability of home equity and consumer financing, low interest rates, the turnover and aging of housing stock, wear and tear, weather damage and consumer sentiment. Sales of our commercial building products are affected by, among other things, consumer confidence, interest rates, consumer disposable income, the strength of agricultural markets, consumer access to affordable financing and commercial construction trends. Demand for our RV products is driven by trends in disposable income, interest rates and general economic conditions, as well as demographic trends relating to consumers in the 55 through 74 year old age group, who constitute a significant source of demand for RV products. Demand for RV products can also be affected by gasoline prices. Adverse trends in these and other cyclical factors are likely to materially reduce demand for and sales of our products. Moreover, simultaneous declines in multiple end markets could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

Our business, financial condition, results of operations, prospects and cash flows have been and in the future may be materially and adversely affected by U.S. and international general economic conditions.

Many aspects of our business, including demand for our products and the pricing and availability of raw materials, are affected by global general economic conditions and, specifically, economic conditions in the U.S. and Europe. General economic conditions and predictions regarding future economic conditions also affect our business strategies, and a decrease in demand for our products or other adverse effects resulting from an economic downturn affecting our geographic end markets may cause us to fail to achieve our anticipated financial results. General economic factors beyond our control that affect our business and end-markets include interest rates, inflation, deflation, consumer credit availability, consumer debt levels, consumer confidence, employment levels, business confidence levels, housing markets, energy costs, tax rates and policy, unemployment rates, commencement or escalation of war or hostilities, the threat or possibility of war, terrorism or other global or national unrest, political or financial instability, and other matters that influence spending by our customers and in our end markets. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency or increase in magnitude.

Our business is particularly affected by recessionary conditions in our markets. Beginning in the fall of 2008 and continuing through 2009 and into 2014, the global economy entered a financial crisis and severe global recession, which materially and adversely impacted our business and the businesses of our customers. Volatile capital and credit markets, declining business and consumer confidence and increased unemployment precipitated a continuing economic slowdown. The economic slowdown decreased demand for the products offered by our customers, resulting in decreased sales volumes and reduced earnings. The severe downturn affected all of our end markets, ultimately required us to restructure our debt in June 2009 and caused our then-existing equity holders to lose the full value of their investment. There can be no assurance that economic conditions will improve or that the conditions that affected us beginning in the fall of 2008 and during 2009 will not recur. Continued adverse economic conditions could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

15

A decline in our relations with our key customers or the amount of products they purchase from us could materially adversely affect our business, financial position, results of operations, prospects and cash flows.

Our business depends on our ability to maintain positive relations with our key customers. In 2014, our two largest customers, The Home Depot® and Lowe's®, accounted for approximately 12.4% and 5.4% of our net sales, respectively, and our top ten customers combined accounted for approximately 33.3% of our net sales. Although we have established and maintain significant long-term relationships with our key customers, we cannot assure you that all of these relationships will continue or will not diminish. In addition, we generally do not enter into long-term contracts with our customers and they generally do not have an obligation to purchase products from us. The loss of, or a diminution in, our relationship with any of our largest customers would have a material adverse effect on us. In addition, the loss of any of our largest customers in any of our business segments could have a material adverse effect on the results of operations of that segment.

Our competitors may adopt more aggressive sales or pricing policies and devote greater resources to the development, promotion and sale of their products than we do, which could result in a loss of customers. Generally, our customers are price sensitive, which could further lead to the loss of customers if our prices do not remain competitive. The loss of, or a reduction in orders from, any significant customers, losses arising from customer disputes regarding shipments, fees, merchandise condition or related matters, or our inability to collect accounts receivable from any major customer could have a material adverse effect on our business. Customers accounting for a significant amount of our revenues may also become more resistant to price changes as their purchase volumes increase relative to our other customers, limiting our ability to increase prices to these customers and eroding our margins. Also, revenue from customers that have accounted for significant revenue in past periods, individually or as a group, may not continue in future periods or, if continued, may not reach or exceed historical levels in any period.

Further, we have no operational or financial control over our customers and have limited influence over how they conduct their businesses. If any of these customers fail to remain competitive in their respective markets or encounter financial or operational problems, our revenue and profitability may decline. Market conditions could also result in our significant customers experiencing financial difficulties. We are exposed to the credit risk of our customers, and their failure to meet their financial obligations when due because of their bankruptcy, lack of liquidity, operational failure or other reasons could result in decreased sales and earnings for us. The decreased availability of consumer credit resulting from the financial crisis, as well as general unfavorable economic conditions, may cause consumers to further decrease their spending, which would reduce the demand for the products of our customers, which would affect our sales and cash flow.

Certain of our customers have been expanding and may continue to expand through consolidation and internal growth, potentially increasing their buying power, which could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows. Certain of our customers are large companies with significant buying power. In addition, potential further consolidation among our customers could enhance the ability of these customers to seek more favorable terms, including pricing, for the products that they purchase from us. Accordingly, our ability to maintain or raise prices in the future may be limited, including during periods of raw material and other cost increases. See "—Our financial performance is affected by the prices of our key raw materials, particularly aluminum and steel. Price fluctuations relating to aluminum and steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows and limit our operating flexibility." If we are forced to reduce prices or to maintain prices during periods of increased production costs, or if we lose customers because of pricing or other methods of competition, our business, financial condition, results of operations, prospects and cash flows may be materially and adversely affected.

Our financial performance is affected by the prices of our key raw materials, particularly aluminum and steel. Price fluctuations relating to aluminum and steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows and limit our operating flexibility.

The manufacture of our products requires substantial amounts of raw materials, which consist principally of aluminum and steel and, to a lesser extent, paint, glass, copper and vinyl. Approximately 76% of our raw material costs in 2014 consisted of the cost of aluminum and steel. Our manufacturing operations and our financial performance is affected to a substantial extent by the market prices for these raw materials.

16

Aluminum and steel are cyclical commodities with prices subject to global market forces of supply and demand and other related factors. Such factors include speculative activities by market participants, production capacity, strength or weakness in key end markets such as housing and transportation, political and economic conditions and production costs in major production regions. Prices have been historically volatile. Changes in the prices of aluminum and steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

We have historically priced our products by reference to raw material costs and generally we seek to pass through raw material price increases to our customers. However, due to the uncertainty of aluminum and steel prices and the time between material purchases and product sales, we cannot assure you that we always will be able to successfully pass through such price increases on timing and in amounts to our customers in order to fully offset the effects of high raw materials costs through productivity improvements. For example, if we cannot pass increases in the cost of raw materials to our customers, higher prices could cause our customers to consider competitors' products, some of which may be available at a lower cost. Additionally, where a competitor had previously purchased a large quantity of raw materials into inventory at a lower price, such a competitor could afford to pass on savings from subsequently higher prices to its customers. We also risk purchasing materials for delivery commitments to customers who later file for bankruptcy protection or repudiate or cancel their purchase agreement with us during a falling price environment, causing us to take delivery of raw materials at an above market cost. As a result, to the extent that the time lag associated with a price increase pass through becomes significant, such increases may have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

Where changes in aluminum and steel prices are passed through to our customers, increases or decreases in aluminum and steel prices will cause corresponding increases and decreases in reported net sales, causing fluctuations in reported revenues that may be unrelated to our level of business activity. For example, our results during 2014, 2013 and 2012 were significantly affected by fluctuations in aluminum and steel prices. Accordingly, any change in the price of aluminum and/or steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

Our performance is dependent on the continued availability of necessary raw materials, particularly aluminum and steel.

We are dependent on the continued availability of critical raw materials, particularly aluminum and steel. The supply and demand for these critical raw materials are subject to cyclical price fluctuations and other market disturbances, including supply shortages. We purchase a majority of our steel from domestic steel producers, but we have no long-term contracts with any steel suppliers and we generally purchase steel at market prices. In the event of an industry-wide general shortage of raw materials we use, or a shortage or discontinuation of certain types of raw materials, we may not be able to arrange for alternative sources of such raw materials and products. The number of available suppliers has been reduced in recent years due to industry consolidation and bankruptcies affecting steel and metal producers and this trend may continue.

If we are required to utilize alternative suppliers, this could cause delays in the delivery of such raw materials and possible losses in revenue. Also, alternative suppliers may not be available, or may not provide their products and services at similar or favorable prices. Additionally, increased demand from other countries such as China has put upward pressure on the market prices for raw materials. We also purchase raw materials on a regular basis in an effort to maintain our inventory at levels that we believe are sufficient to satisfy the anticipated needs of our customers based upon historic buying practices and market conditions. However, we cannot assure you that there will always be an adequate supply to meet our demand for aluminum and steel, and we are subject to the risk of lost revenue in the event that we cannot obtain quantities of aluminum and steel necessary to meet customer demand. Interruptions in the operations of our suppliers due to labor or production problems, delivery interruptions, fires, floods, explosions, environmental issues, other Acts of God or other events could disrupt the supply of raw materials. Any disruption in the supply of aluminum and/or steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows, including temporarily impairing our ability to manufacture our products for our customers or requiring us to pay higher prices in order to obtain aluminum and/or steel from other sources, which could affect our net sales and profitability.

17

Due to our reliance on unique fabrication techniques for the niche markets we serve, our business is subject to risks associated with manufacturing processes.

We manufacture most of our products at our own production facilities. Any loss of the use of all or a portion of certain of our facilities due to, among other items, accidents, fires, explosions, labor issues, adverse weather conditions, natural disasters such as floods, tornadoes, hurricanes, ice storms and earthquakes, supply interruptions, transportation interruptions, human error, mechanical failure, terrorist acts, power outages, discharges or releases of toxic or hazardous substances or gases, storage tank leaks and other environmental issues, or otherwise, whether short or long-term, could have a material adverse effect on us and our operations. As such events occur, we may experience substantial business losses, production delays, third party lawsuits and significant repair costs, as well as personal injury and/or loss of life, which could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows.

In addition, unexpected failures of our equipment and machinery may result in production delays, revenue loss and significant repair costs, as well as injuries to our employees. Any interruption in production capability may require us to make large capital expenditures to remedy the situation, which could have a negative impact on our profitability and cash flows. A loss or interruption of production at certain of our facilities, such as our manufacturing facilities in the Netherlands or Pennsylvania, U.S., could significantly disrupt our operations and affect a large number of customers, decreasing our revenues. Moreover, there are a limited number of manufacturers that make the machines we use in our business. Because we supply certain of our products to OEMs, a temporary or long-term business disruption could result in a permanent loss of customers, who may be required to seek alternate suppliers. If this were to occur, our future sales levels, and therefore our business, financial condition, results of operations, prospects and cash flows, could be materially and adversely affected.

We are also subject to losses associated with equipment shutdowns, which may be caused by the loss or interruption of electrical power to our facilities due to unusually high demand, blackouts, adverse weather, equipment failure or other catastrophic events. Losses caused by disruptions in the supply of electrical power could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows. See "—Losses caused by disruptions in the supply of power or increases in energy costs would adversely affect our operations."

Our production facilities are located throughout North America and Europe. In the future, we may construct new manufacturing plants or repair or refurbish existing plants. Delays in the construction, repair and refurbishment of a manufacturing plant can occur as a result of events such as insolvency, work stoppages, other labor actions or "force majeure" events experienced by the companies working on the plants that are beyond our control. Any termination or breach of contract following such an event may result in, among other things, the forfeiture of prior deposits or payments made by us, potential claims and impairment of losses. A significant delay in the construction of a new plant or repair of an existing plant could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

Losses caused by disruptions in the supply of power or increases in energy costs would adversely affect our operations.

We use large amounts of electricity, natural gas and other energy sources to operate our manufacturing facilities. Any loss of power which reduces the amperage to our equipment or causes an equipment shutdown would result in a reduction in production volume. Interruptions in the supply of electrical power to our facilities can be caused by a number of circumstances, including unusually high demand, blackouts, equipment or transformer failure, human error, natural disasters or other catastrophic events. If such a condition were to occur, we may lose production for a prolonged period of time and incur significant losses. In addition, the volatility in costs of fuel, principally natural gas, and other utility services, principally electricity, used by our production facilities affect operating costs. Fuel and utility prices have been, and will continue to be, affected by factors outside our control, such as supply and demand for fuel and utility services in both local and regional markets and the potential regulation of greenhouse gases. Future increases in fuel and utility prices may have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

18

The insurance that we maintain may not fully cover all potential exposures.

We maintain property, casualty and workers' compensation insurance, but such insurance does not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including liabilities for environmental compliance or remediation. In addition, from time to time, various types of insurance for companies in our industries have not been available on commercially acceptable terms or, in some cases, have not been available at all. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain.

Consistent with market conditions in the insurance industry, premiums and deductibles for some of our insurance policies have been increasing and may in the future increase substantially. In some instances, some types of insurance may become available only for reduced amounts of coverage, if at all. In addition, there can be no assurance that our insurers would not challenge coverage for certain claims. Moreover, in some instances our insurers may become insolvent and could be unable to pay claims that are made in the future. If we were to incur a significant liability for which we were not fully insured or that our insurers disputed, it could have a material adverse effect on our financial condition. Even with insurance with sufficient coverage, we may still experience a significant interruption to our operations as discussed above. We also cannot assure you that we will maintain or renew our insurance on comparable terms or in sufficient amounts in the future.

We operate in highly competitive markets and our failure to compete effectively may adversely affect our business, financial condition, results of operations, prospects and cash flows.

The markets in which we operate are highly competitive. In the United States, we face competition in each of our business segments from both large and small companies. In Europe, our competitors include a number of integrated companies in the coil coating business. Other smaller companies compete with us in the building and construction, RV and transportation markets in Europe, both on a regional basis and on a pan-European basis. Some of our competitors are larger than us and as a result may have significantly greater financial, marketing and technical resources and greater purchasing power than we do. These competitors may be better able to withstand reduced revenues and adverse industry or economic conditions. Further, new competitors could emerge from within North America, Europe or globally. Due to the competitiveness in the various markets in which we operate, we may not be able to increase prices for our products to cover increases in our costs, including increases in raw material costs, or we may face pressure to reduce prices, which could materially and adversely affect our profitability. If we do not compete successfully, our business, financial condition, results of operations, prospects and cash flows could be materially and adversely affected.

Competitive factors in our industry include, without limitation, the importance of customer loyalty, changes in market penetration, increased price competition, the introduction of new products, services and technology by existing and new competitors, changes in marketing, product diversity, sales and distribution capabilities and the ability to supply products to customers in a timely predictable manner. Further, we believe that branding is not a significant factor in the sale of many of our products to the end user and the barriers to entry resulting from product branding are therefore lower. In addition, because we do not have long-term contractual arrangements with many of our customers, these competitive factors could cause our customers to cease purchasing our products and shift suppliers.

In addition, our competitors may develop products that are superior to our products or may adapt more quickly to new technologies or evolving customer requirements. Technological advances by our competitors may lead to new material substitutions that are superior to aluminum, steel, copper and vinyl or that may make our products obsolete. New manufacturing techniques developed by competitors may make it more difficult for us to compete. For example, during the 1980s, fiberglass siding was introduced as an alternative to aluminum and took considerable market share in the U.S. RV products end market. Consolidation of our competitors or customers may also adversely affect our businesses. Furthermore, global competition and customer demands for efficiency will continue to make price increases difficult. Because we are largely affected by customer needs and demands, we face uncertainties related to downturns or financial difficulties in our customers' businesses and unanticipated customer production shutdowns or curtailments.

19

We are dependent on information technology in our operations. If our computer systems fail or if we are unable to protect our information systems against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to support all aspects of our geographically diverse business operations. In particular, we depend on our information technology infrastructure for electronic communications among our locations around the world and between our personnel and other customers and suppliers. Such systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches and natural disasters.

We may experience problems with the operation of our information technology systems that could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved, affecting our ability to realize projected and expected cost savings and causing significant loss. Damage or interruption to our computer systems may require a significant investment to fix or replace them, and we may suffer interruptions in our operations in the interim. A prolonged interruption or failure of any of our systems or their connective networks could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

Additionally, a compromise of our security systems resulting in unauthorized access to certain personal information about our customers or distributors could adversely affect our corporate reputation with our customers, distributors and others, as well as our operations, and could result in litigation against us or the imposition of penalties. Security breaches of this infrastructure can create system disruptions, shutdowns or unauthorized disclosure of confidential information. If we are unable to prevent such breaches, our operations could be disrupted, or we may suffer financial damage or loss because of lost or misappropriated information. In addition, most states have enacted laws requiring companies to notify individuals and often state authorities of data security breaches involving their personal data. These mandatory disclosures regarding a security breach often lead to widespread negative publicity, which may cause our customers to lose confidence in the effectiveness of our data security measures. Any security breach, whether successful or not, would harm our reputation and brand, and it could cause the loss of customers. A security breach could also require that we expend significant additional resources related to our information security systems.

We also rely heavily on our information technology staff. If we cannot meet our staffing needs in this area, we may not be able to fulfill our technology initiatives while continuing to provide maintenance on existing systems. We rely on certain software vendors to maintain and periodically upgrade many of these systems so that they can continue to support our business. The software programs supporting many of our systems were licensed to us by independent software developers. The inability of these developers or us to continue to maintain and upgrade these information systems and software programs would disrupt or reduce the efficiency of our operations if we were unable to convert to alternate systems in an efficient and timely manner. In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology, including our Enterprise Resource Planning (ERP) system, or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations. Additionally, any systems failures could impede our ability to timely collect and report financial results in accordance with applicable laws and regulations.

Our business is subject to seasonality, with our highest sales volumes historically occurring during our second and third quarters.

Our business is subject to seasonality, with the second and third quarters historically accounting for our highest sales volumes. As a result, quarter-to-quarter comparisons of our sales and operating results should not be relied on as an indication of future performance, and the results of any quarterly period may not be indicative of expected results for a full year. Additionally, this seasonality affects how we manage our cash flows over the course of the year. For example, our working capital needs are typically at their highest during the second and third quarters.

20

Adverse weather conditions could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

Unusually prolonged periods of cold, rain, blizzards, hurricanes or other severe weather patterns could delay, halt or postpone renovation and construction activity leading to reduced revenues in the seasonally high sales months of the second and third quarters. An unusually severe winter can also lead to reduced construction, repairing and remodeling activity and exacerbate the seasonal decline in our sales, cash flows from operations and results of operations during the first and fourth quarters. For example, demand from contractors, builders and lumber yards in the commercial construction markets we serve was negatively impacted by excessive snowfall and extreme weather conditions throughout many of our core sales territories during the first and fourth quarters of 2013. Demand was further impacted by severe winter weather in the first quarter of 2014. If sales were to fall substantially below levels we would normally expect during certain periods, our financial results would be adversely impacted.

We may be unable to protect our intellectual property rights, and we may be subject to intellectual property litigation and infringement claims by third parties.

We rely on a combination of patents, trademarks, trade secrets, proprietary technology and technology advancements to maintain competitiveness in the market and to protect our branded products. We have licensed, and may license in the future, certain intellectual property and technology from third parties. Despite our efforts to protect our proprietary rights, third parties, including our competitors, may copy or otherwise obtain and use our products or technology. It is difficult for us to monitor unauthorized uses of our products or technology and we may not be able to adequately minimize damages to us from these violations. Failures to protect our intellectual property could have a material adverse effect on the competitiveness or profitability of our business. The steps we have taken may not prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. Further, we may not be able to deter current and former employees, contractors and other parties from breaching confidentiality obligations and misappropriating proprietary information. In addition, we cannot guarantee that our applications for registered protection will be accepted by the relevant registries or that courts will find any resulting registrations to be valid. If third parties take actions that affect our rights or the value of our intellectual property, similar proprietary rights or reputation, or we are unable to protect our intellectual property from infringement or misappropriation, other companies may be able to use our intellectual property to offer competitive products at lower prices and we may not be able to effectively compete against these companies. In addition, if any third party copies or imitates our products, in a manner that projects a lesser quality or carries a negative connotation, this could have a material adverse effect on our goodwill in the marketplace because it would damage the reputation of our products generally, whether or not it violates our intellectual property rights.

In addition, we face the risk of claims that we are infringing third parties' intellectual property rights. Although we believe that our intellectual property rights are sufficient to allow us to conduct our business without incurring liability to third parties, from time to time we are involved in legal proceedings that arise relating to intellectual property, and we can give no assurance that claims or litigation asserting infringement by us of intellectual property rights will not be initiated in the future seeking damages, payment of royalties or licensing fees, or an injunction against the sale of our products, or that we would prevail in any litigation or be successful in preventing such judgment. Any such claim, even if it is without merit, could be expensive and time-consuming to defend; could cause us to cease making, using or selling certain products that incorporate the disputed intellectual property; could require us to redesign our products, if feasible; and could divert management's time and attention, each of which could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows. In the event a claim of infringement against us is successful, we may be required to pay royalties or license fees to continue to use the applicable technology or other intellectual property rights or may be unable to obtain necessary licenses from third parties at all, or at a reasonable cost or within a reasonable time.

In the future, we may also rely on litigation to enforce our intellectual property rights and contractual rights and, if not successful, we may not be able to protect the value of our intellectual property. Regardless of the outcome, any litigation, whether commenced by us or third parties, could be protracted and costly and could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

21

We could face potential product liability or warranty claims relating to products we manufacture or distribute, and we may not have sufficient insurance coverage or funds available to cover all potential claims.

We face exposure to product liability claims in the event that the use of our products is alleged to have resulted in injury or other adverse effects. We currently maintain product liability coverage, but we may not be able to continue to maintain such insurance on acceptable terms in the future, if at all, or ensure that any such insurance provides adequate coverage against potential claims. Product liability claims can be expensive to defend and may divert management or other personnel for months or years regardless of the ultimate outcome. An unsuccessful product liability defense could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

We also provide warranties on certain products and are subject to potential warranty claims to the extent that products we manufacture are defective. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. We provide accruals for warranties based on historical experience and expectations of future occurrence. We may experience increased costs of warranty claims if our products are manufactured or designed defectively. Our warranty accruals may be insufficient or we could in the future become subject to a significant and unexpected warranty expense, which could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

We are subject to strict environmental laws and regulations that may lead to significant, unforeseen expenses.

Our manufacturing operations are subject to a range of federal, state, municipal, local, and foreign environmental and occupational health and safety laws and regulations, including those relating to air emissions, wastewater discharges, the handling and disposal of solid and hazardous waste and hazardous substances, and the remediation of contamination associated with the current and past use of hazardous substances or other regulated materials. We may not be, at all times, in compliance with all such requirements. Many of our operations require environmental permits and controls pursuant to these laws and regulations to prevent and limit pollution. These permits contain terms and conditions that impose limitations on our manufacturing activities, production levels and associated activities and periodically may be subject to modification, renewal and revocation by issuing authorities. Historically, the costs of achieving and maintaining compliance with environmental and health and safety requirements have not been material. However, the operation of manufacturing plants entails risks in these areas, and a failure by us to comply with applicable environmental, health and safety laws, rules and regulations, including permit requirements, could result in civil or criminal fines, penalties, enforcement actions, third party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, including the installation of pollution control equipment or remedial actions.

Under certain of these laws and regulations, such as the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), known as the Superfund law, and its state law analogs, we may be held liable for releases of hazardous substances on or from our current or former properties or any offsite disposal location to which we may have sent waste. Such liability may include cleanup costs, natural resource damages and associated transaction costs. Liability under these laws can be joint and several, and can be imposed without regard to fault or the lawfulness of the actions that led to the release at the time they occurred.

Pursuant to these laws, we have been named as a potentially responsible party in state and federal administrative and judicial proceedings seeking contribution for costs associated with the investigation, analysis, correction and remediation of environmental conditions at eleven third party hazardous waste disposal sites. Pursuant to the terms of the Alumax acquisition agreement, subject to certain terms and limitations, Alumax (and its successors) has agreed to indemnify us for all of the costs associated with each of these sites as well as for all of the costs associated with nine additional sites to which we may have sent waste for disposal but for which we have not received any notice of potential responsibility. Our ultimate liability in connection with present and future environmental claims will depend on many factors, including our volumetric share of the waste at a given site, the remedial action required, the total cost of remediation, the financial viability and participation of the other entities that also sent waste to the site, and Alumax's willingness or ability to honor its indemnification obligations.

22

We are not currently conducting any investigation or remediation of contamination at facilities we own or operate. Potential liabilities of this kind are not subject to indemnification by Alumax. Once it becomes probable that we will incur costs in connection with remediation of a site and such costs can be reasonably estimated, we establish or adjust our reserve for our projected share of these costs. As of December 31, 2014, we had no reserves recorded for environmental matters, as we believe any potential liability is both remote and not reasonably estimable. However, the estimation of environmental liabilities is subject to uncertainties, including the scope and nature of contamination conditions, the success of remediation technologies being employed, new or changes to environmental laws, regulations or policies, future findings of investigation or remediation actions, alterations to expected remediation plans, or the number, financial condition and cooperation of other potentially responsible parties. In the event we are responsible for environmental costs, any actual liabilities that exceed our reserves may have a material and adverse effect on our financial condition and, in particular, our earnings. In addition, we may incur significant liabilities in connection with environmental conditions currently unknown to us relating to our existing, prior, or future sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired. See "Item 1. Business—Environmental, Health and Safety Matters."

Compliance with environmental and occupational health and safety laws and regulations can be costly, and we have incurred and will continue to incur costs, including capital expenditures, to comply with these requirements. In addition, these laws and regulations, and their interpretation or enforcement, are constantly evolving and have tended to become more stringent over time. It is impossible to predict accurately the effect that changes in these laws and regulations, or their interpretation or enforcement, may have upon our business, financial condition, results of operations, prospects or cash flows. For example, legislation and regulations limiting emissions of greenhouse gases, including carbon dioxide associated with the burning of fossil fuels, are at various stages of consideration and implementation, and if fully implemented, may significantly increase the price of the raw materials for and energy used to produce our products and negatively impact the financial condition of many of our customers. If our compliance costs increase and are passed through to our customers, our products may become less competitive than other materials, which could reduce our sales, perhaps materially. Our costs of compliance with current and future environmental requirements could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows.

We are subject to the risks of doing business in foreign countries.

We are, and will continue to be, subject to financial, political, economic and business risks in connection with our non-U.S. operations. In 2014, 31.1% of our net sales were made outside of the United States, and as of December 31, 2014, we operated five manufacturing and distribution facilities in Europe and one in Canada. Doing business in foreign countries entails certain risks, including, but not limited to:

• exchange rate fluctuations;

• adverse changes in economic conditions in other countries;

• political or civil unrest and insurrection, terrorist attacks and armed hostilities;

• government policies against ownership of businesses by non-nationals;

• reduced protection of intellectual property rights;

• a need to comply with numerous laws and regulations in each jurisdiction in which we operate;

• legal systems that may be less developed and less predictable than those in the United States;

• shipping delays;

• licensing and other legal requirements;

• local tax issues;

• longer payment cycles in certain foreign markets;

• the difficulties of staffing and managing dispersed international operations;

• language and cultural issues in regions of the world outside the United States;

• renegotiation or modification of existing agreements or arrangements with governmental authorities;

• export and transportation tariffs;

• foreign exchange restrictions, sanctions programs and trade protection measures;

• changes in the value of the U.S. dollar relative to foreign currencies; and

• differences in laws governing employee and union relations.

The occurrence of any of these risks could materially disrupt or adversely impact our business.

23

In addition, because a significant portion of our operations are outside the United States, we are subject to limitations on our ability to repatriate funds to the United States. These limitations arise from regulations in certain countries that limit our ability to remove funds from or transfer funds to foreign subsidiaries, as well as from tax liabilities that would be incurred in connection with such transfers. These regulations could significantly limit our liquidity.

In addition, our revenues, expenses, cash flows and results of operations could be affected by actions in foreign countries that more generally affect the global markets, including inflation, fluctuations in currency and interest rates, competitive factors, civil unrest and labor problems. Our operations and the commercial markets for our products could also be materially and adversely affected by acts of war, terrorism or the threat of any of these events as well as government actions such as controls on imports, exports and prices, tariffs, new forms of taxation or changes in fiscal regimes and increased government regulation in countries engaged in the manufacture or consumption of aluminum and steel products. Unexpected or uncontrollable events or circumstances in any of these markets could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows.

Fluctuations in foreign currency exchange rates could negatively affect our financial results.

We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar. In the year ended December 31, 2014, we used three functional currencies in addition to the U.S. dollar and derived approximately 31.1% of our net sales from operations outside the United States. Because our consolidated financial statements are presented in U.S. dollars, we must translate net sales, net income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against other major currencies will affect our net sales, operating income and the value of balance sheet items, including intercompany assets and obligations. Weaker foreign currencies, particularly the euro, during the fourth quarter of 2014 had a significant impact on our other income (loss) during 2014. Because of the geographic diversity of our operations, weaknesses in some currencies might be offset by strengths in others over time. However, we cannot assure you that fluctuations in foreign currency exchange rates, particularly the U.S. dollar against major currencies, such as the euro, the pound sterling, the Canadian dollar, or the currencies of large developing countries, would not materially adversely affect our financial results.

Doing business in foreign countries requires us to comply with U.S. and foreign anti-corruption laws and economic sanctions programs.

Our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act ("FCPA"), and economic sanction programs administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"). As a result of doing business in foreign countries, we are exposed to a heightened risk of violating anti-corruption laws and OFAC regulations.

The FCPA prohibits us from providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. As part of our business, we may deal with state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA. In addition, the provisions of the U.K. Bribery Act 2010 extend beyond bribery of foreign public officials and are more onerous than the FCPA in a number of other respects, including jurisdiction, non-exemption of facilitation payments and penalties. Some of the international locations in which we operate lack a developed legal system and have higher than normal levels of corruption. Economic sanctions programs restrict our business dealings with certain sanctioned countries and other sanctioned individuals and entities.

Violations of anti-corruption laws and sanctions regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment. We have established policies and procedures designed to assist our compliance with applicable U.S. and foreign laws and regulations including the Bribery Act. However, there can be no assurance that our policies and procedures will effectively prevent us from violating these laws and regulations in every transaction in which we may engage, and such a violation could materially and adversely affect our reputation, business, financial condition, results of operations, prospects and cash flows. In addition, various U.S. state and municipal governments, universities and other investors maintain prohibitions or restrictions on investments in companies that do business with sanctioned countries.

24

We are subject to various federal, state, local and non-U.S. tax requirements.

We may be subject to federal, state and local income taxes in the United States and non-U.S. income taxes in numerous other jurisdictions in which we transact business or generate net sales. Increases in income tax rates could reduce our after-tax income from affected jurisdictions. In addition, there have been proposals to reform U.S. tax laws that could significantly impact how U.S. multinational corporations are taxed in the United States on their foreign earnings; because we earn a substantial portion of our income in foreign countries, these proposals could affect our tax rates in a material and adverse manner. Although we cannot predict whether or in what form these proposals will pass, several of the proposals being considered could have a material adverse impact on our tax expense and cash flow, if such proposals are enacted.

Our business operations are subject to numerous duties or taxes that are not based on income, sometimes referred to as "indirect taxes," including import duties, excise taxes, sales or value-added taxes, property taxes and payroll taxes, in many of the jurisdictions in which we operate, including indirect taxes imposed by state and local governments. Increases in or the imposition of new indirect taxes on our business operations or products would increase the cost of products or, to the extent levied directly on consumers, make our products less affordable.

We are subject to taxation in multiple jurisdictions.

We are subject to taxation primarily in the United States, Canada, the United Kingdom, the Netherlands and France. Our effective tax rate and tax liability will be affected by a number of factors, such as the amount of taxable income we generate in particular jurisdictions, the tax rates in those jurisdictions, tax treaties between jurisdictions, the extent to which we transfer funds and repatriate funds from our subsidiaries and future changes in local tax law. Our tax liability will usually be dependent upon our operating results and the manner in which our operations are funded. Generally, the tax liability for each legal entity is determined either on a non-consolidated basis or on a consolidated basis only with other entities incorporated in the same jurisdiction. In either case, our tax liability is determined without regard to the taxable losses of non-consolidated affiliated entities. As a result, we may pay income taxes in one jurisdiction for a particular period even though on an overall basis we incur a net loss for that period.

We may experience fluctuations in our tax obligations and effective tax rate.

We are subject to taxes in the United States and numerous international jurisdictions. We record tax expense based on our estimates of future tax payments, which include reserves for estimates of probable settlements of international and domestic tax audits. At any one time, many tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. As a result, we expect that throughout the year there could be ongoing variability in our quarterly tax rates as taxable events occur and exposures are re-evaluated. Further, our effective tax rate in a given period may be materially impacted by changes in the mix and level of earnings by taxing jurisdiction or by changes to existing accounting rules or regulations.

Changes to accounting rules or regulations may adversely affect our financial position and results of operations.

Changes to existing accounting rules or regulations may impact our future results of operations and our ability to comply with covenants under our credit agreements or cause the perception that we are more highly leveraged. In addition, new accounting rules or regulations and varying interpretations of existing accounting rules or regulations may be adopted in the future. For instance, accounting regulatory authorities have from time to time considered requiring lessees to capitalize operating leases in their financial statements. If adopted, such a change would require us to record capital lease obligations on our balance sheet and make other changes to our financial statements. This and other future changes to accounting rules or regulations could adversely affect our financial position, results of operations and liquidity.

25

Acquisitions or divestitures that we make in the future may be unsuccessful.

Our structure and business model trace their roots to our history as a downstream producer of aluminum products and have evolved in response to customer demand for products made from materials other than aluminum. We have expanded the size, scope and nature of our business partly through the acquisition of other businesses. We have and may opportunistically consider the acquisition of other companies or product lines of other businesses that either complement or expand our existing business, or we may consider the divestiture of some of our businesses. We may consider and make acquisitions or divestitures both in countries in which we currently operate and elsewhere. We cannot assure you that we will be able to consummate any such acquisitions or divestitures or that any future acquisitions or divestitures will be consummated at acceptable prices and terms. Any future acquisitions or divestitures we pursue may involve a number of special risks, including, but not limited to, some or all of the following:

• the diversion of management's attention from our core businesses;

• the disruption of our ongoing business;

• entry into markets in which we have limited or no experience, including geographies that we have not previously operated in;

• the ability to integrate our acquisitions without substantial costs, delays or other problems, which would be complicated by the breadth of our international operations;

• inaccurate assessment of undisclosed liabilities;

• potential known and unknown liabilities of the acquired businesses and limitations of seller indemnities;

• the incorporation of acquired products into our business;

• the failure to realize expected synergies and cost savings;

• the loss of key employees or customers of the acquired or divested business;

• increasing demands on our operational systems;

• the integration of information systems and internal controls;

• possible adverse effects on our reported operating results, particularly during the first several reporting periods after the acquisition is completed; and

• the amortization of acquired intangible assets.

Additionally, any acquisitions we may make could result in significant increases in our outstanding indebtedness and debt service requirements. Any acquisition may also cause us to assume liabilities, record goodwill and other intangible assets that will be subject to impairment testing and potential impairment charges, incur significant restructuring charges and increase working capital and capital expenditure requirements, which would reduce our return on invested capital. In addition, the terms of our current indebtedness and any other indebtedness we may incur in the future may limit the acquisitions we may pursue.

Any acquisitions we may seek to consummate will be subject to the negotiation of definitive agreements, satisfactory financing arrangements and applicable governmental approvals and consents, including under applicable antitrust laws, such as the Hart-Scott-Rodino Act. We may not complete any additional acquisitions and any acquired entities or assets may not enhance our results of operations. Even if we are able to integrate future acquired businesses with our operations successfully, we cannot assure you that we will realize all of the cost savings, synergies or revenue enhancements that we anticipate from such integration or that we will realize such benefits within the expected time frame.

If we were to undertake a substantial acquisition, the acquisition would likely need to be financed in part through additional financing from banks, through public offerings or private placements of debt or equity securities or with other arrangements. We cannot assure you that the necessary acquisition financing would be available to us on acceptable terms if and when required, particularly because we are currently highly leveraged, which may make it difficult or impossible for us to secure financing for acquisitions. If we were to undertake an acquisition by issuing equity securities or equity-linked securities, the acquisition may have a dilutive effect on the interests of the holders of our common stock.

Our stockholders agreement includes restrictions on our ability to complete acquisitions and to raise debt or equity financing generally. As a result, any acquisition we seek to make may be subject to stockholder approval, and there can be no assurance we would be able to obtain such approval on a timely basis or at all.

26

Our business operations depend on attracting and retaining qualified management and personnel including hourly personnel.

Our success depends to a significant degree upon the ability, expertise, judgment, discretion, integrity and good faith of our senior management team and our workforce throughout our organization. Thus, our future performance depends on our continued ability to attract and retain experienced and qualified management and personnel. Competition for personnel with experience in the materials manufacturing industry, and those qualified to manage a business with significant international operations, is intense, and we may be unable to continue to attract or retain such personnel. Furthermore, as a company with publicly-traded debt securities, our future success will also depend on our ability to hire and retain management with public company experience. The loss of any of our key executive officers or the inability to attract qualified personnel could significantly impede our ability to successfully implement our business strategy, financial plans, marketing and other objectives. We do not currently have any key-person life insurance with respect to any of our executive officers or employees.

A portion of our workforce is unionized and we are subject to the risk of labor disputes and adverse employee relations, which may disrupt our business and increase our costs.

As of December 31, 2014, approximately 10.4% of our employees were represented by unions, an additional approximately 31.7% were represented by similar bodies (e.g., works councils) and we were a party to four collective bargaining agreements. While we believe that our relations with our employees are good, our inability to negotiate acceptable contracts with these unions could result in, among other things, strikes, work stoppages, labor disturbances or other slowdowns by the affected workers. If our union-represented employees were to engage in a strike, work stoppage or other slowdown, or other employees were to become unionized, or the terms and conditions in our labor agreements were to be renegotiated in an adverse manner, we could experience significant disruption of our operations, which would cause higher ongoing labor costs and impact our ability to satisfy our customers' requirements. Any such cost increases, stoppages or disturbances could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows by limiting plant production, sales volumes and profitability. See "Item 1. Business—Employees."

Inflation may adversely affect our business operations in the future.

We have experienced certain inflationary conditions in our cost base due primarily to changes in foreign currency exchange rates that have reduced the purchasing power of the U.S. dollar and increases in selling, general and administrative expenses. In addition, we are party to certain leases that contain escalator provisions contingent on increases based on changes in the Consumer Price Index. Inflation can harm our margins and profitability if we are unable to increase prices or cut costs enough to offset the effects of inflation in our cost base. If inflation in these or other costs worsens, we cannot assure you that our attempts to offset the effects of inflation and cost increases through control of expenses, passing cost increases on to customers or any other method will be successful. Any future inflation could adversely affect our profitability and our business.

We have recorded material goodwill and other intangible asset impairments in the past and continue to maintain a substantial amount of goodwill and other intangible assets on our balance sheet. The amortization of acquired assets will reduce our future reported earnings, and if our remaining goodwill or other intangible assets become impaired, we may be required to recognize impairment charges that would reduce our net income and could have a material impact on our operating results.

As a result of applying the purchase method of accounting in connection with our acquisition in 2005 and other acquisitions we have made in the past, we have a significant amount of goodwill and other intangible assets on our balance sheet. As of December 31, 2014 and December 31, 2013, $223.0 million and $251.8 million, respectively, of goodwill and other intangible assets remain recorded on our balance sheet. In accordance with GAAP, we test goodwill for impairment annually on the first day of our fourth quarter, or more frequently if events or circumstances indicate the potential for impairment. Such reviews could result in an earnings charge for the impairment of goodwill, and any such charge could be material. Accordingly, our net income could be reduced even though there would be no impact on our underlying cash flow. Furthermore, in accordance with the purchase accounting method, the excess of the cost of purchased assets over the fair value of such assets is assigned to intangible assets and is amortized over a period of time. The amortization expense associated with our intangible assets will have a negative effect on our future reported earnings. Many other companies, including many of our competitors, may not have the significant acquired intangible assets that we have because they have not participated in recent acquisitions and business combination transactions similar to ours. Thus, our reported earnings may be more negatively affected by the amortization of intangible assets than the reported earnings of these companies will be.

27

Global or regional catastrophic events, natural disasters, severe weather and global political events could impact our operations and financial results.

Because of our global presence and worldwide operations, our business can be affected by large-scale terrorist acts, especially those directed against the United States or other major industrialized countries; the outbreak or escalation of armed hostilities; political instability in oil-producing regions; major natural disasters such as earthquakes, hurricanes, volcano eruptions, fires and floods; inclement weather such as frequent or unusually heavy snow, ice or rain storms, or extended periods of unseasonable temperatures; widespread outbreaks of infectious diseases such as H1N1 influenza, avian influenza or severe acute respiratory syndrome (generally known as SARS); disruptive global political events, such as civil unrest in countries in which our suppliers are located; labor strikes or work stoppages; and other such catastrophes and events.

Such events could impair our ability to manage our business around the world, disrupt our supply of raw materials, or result in increases in fuel (or other energy) prices or a fuel shortage or the temporary lack of an adequate work force in a market, and could impact production, transportation and delivery of our products. In addition, such events could cause disruption of regional or global economic activity, which may affect consumers' purchasing power in the affected areas and, therefore, reduce demand for our products. These events also can have indirect consequences such as increases in the costs of insurance if they result in significant loss of property or other insurable damage.

Risks Related to Our Indebtedness

Our substantial indebtedness could adversely affect our financial condition and ability to raise additional capital to fund our operations, prevent us from fulfilling our obligations under our indebtedness, limit our ability to react to changes in the economy or our industry and expose us to interest rate risk to the extent of our variable rate debt.

We have a substantial amount of indebtedness, which requires significant interest and principal payments. As of December 31, 2014, we had total indebtedness of approximately $539.5 million, including $375.0 million of 9.50% Senior Secured Notes due 2016, which we refer to as the Notes, which were issued by Euramax International and are guaranteed by Euramax Holdings, $124.2 million in borrowings under a senior unsecured loan facility, which we refer to as the Senior Unsecured Loan Facility, $35.6 million drawn under the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, which we refer to as the ABL Credit Facility, $3.5 million in borrowings on the Dutch Revolving Credit Facility, and $1.1 million in borrowings on the French Credit Facility. Additionally, we have borrowing availability of $34.4 million under the ABL Credit Facility and $14.6 million on the Dutch Revolving Credit Facility. Subject to the restrictions contained in the indenture governing the Notes, the Senior Unsecured Loan Facility, the ABL Credit Facility and any debt instruments we may enter into in the future, we or our subsidiaries may incur significant additional indebtedness in the future to finance capital expenditures, investments or acquisitions, or for other general corporate purposes.

28

Our substantial indebtedness could have important negative consequences, including:

• limiting our ability to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service or other general corporate purposes;

• requiring us to use a substantial portion of our available cash flow to service our debt, which will reduce the amount of cash flow available for working capital, capital expenditures, acquisitions and other general corporate purposes;

• increasing our vulnerability to general economic downturns and adverse industry conditions;

• limiting our flexibility in planning for, or reacting to, changes in our business and in our industry in general;

• placing us at a competitive disadvantage compared to our competitors that are not as highly leveraged, as we may be less capable of responding to adverse economic conditions;

• restricting the way we conduct our business because of financial and operating covenants in the agreements governing our and our subsidiaries' existing and future indebtedness, including, in the case of certain indebtedness of subsidiaries, particularly foreign subsidiaries which may enter into separate credit facilities, certain covenants that restrict the ability of subsidiaries to pay dividends or make other distributions to us;

• increasing the risk of our failing to satisfy our obligations with respect to our debt instruments and/or complying with the financial and operating covenants contained in our or our subsidiaries' debt instruments which, among other things, require us to (in certain circumstances) maintain a specified covenant ratio and limit our ability to incur debt and sell assets, which could result in an event of default under the agreements governing our debt instruments that, if not cured or waived, could have a material adverse effect on our business, financial condition and operating results;

• increasing our cost of borrowing;

• preventing us from raising the funds necessary to repurchase outstanding debt upon the occurrence of certain changes of control, which would constitute an event of default under our debt instruments;

• mitigating our ability to reinvest in plants, technology and equipment; and

• restricting our ability to introduce products and services to our customers.

In addition, the indenture governing the Notes, the ABL Credit Facility and the Senior Unsecured Loan Facility contain financial and other restrictive covenants that will limit our ability and the ability of our subsidiaries to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of all of our debt.

Borrowings under the ABL Credit Facility bear interest at variable rates based on LIBOR or, at our option, a base rate. If market interest rates increase, such variable-rate debt will create higher debt service requirements, which could adversely affect our cash flow.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, and/or our lenders' financial stability, all of which are subject to prevailing global economic and market conditions, and certain financial, business and other factors, many of which are beyond our control. Even if we were able to refinance or obtain additional financing, the costs of new indebtedness could be substantially higher than the costs of our existing indebtedness.

We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes, or to extend the maturity of certain of our indebtedness, and may not be able to refinance our indebtedness on favorable terms. If we are unable to do so, we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on, among other things:

• our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control; and

• our future ability to borrow under the ABL Credit Facility, the availability of which depends on, among other things, the size of our borrowing base and our compliance with the covenants in the ABL Credit Facility.

We cannot assure you we will maintain a level of cash flows from operating activities, or that we will be able to draw amounts under the ABL Credit Facility or otherwise, sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness or to otherwise fund our liquidity needs. Furthermore, any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

29

In addition, approximately $500 million of our outstanding indebtedness, under the Notes and the Senior Unsecured Loan Facility, is currently scheduled to mature between April 1 and October 1, 2016. Under the terms of our ABL Credit Facility, we are required to obtain an extension of the maturity of the debt that matures in 2016 to a date that is at least 90 days after March 1, 2018, which is the scheduled maturity date of the ABL Credit Facility. In the event that we do not refinance the debt or obtain such an extension on or before December 31, 2015, then the maturity date for our ABL Credit Facility will accelerate to January 31, 2016. Accordingly, we must complete a refinancing of those debt facilities and/or enter into an amendment to the terms of the Notes and the Senior Unsecured Loan Facility prior to the end of 2015. In order to do so, we must negotiate satisfactory agreements with the holders of the Notes and the lenders under the Senior Unsecured Loan Facility and/or obtain equity or debt financing on terms that are acceptable to the Company. There can be no assurance that the holders of the Notes or the lenders under the Senior Unsecured Loan Facility will agree to any such amendments or there can be no assurance that we can complete a refinancing prior to December 31, 2015, or that the terms of any such equity or debt financing would be acceptable to the Company. In the event that we are unable to obtain such amendments or extensions, or complete such refinancing, the Company would need to explore other alternatives, which could include a potential restructuring or reorganization under the bankruptcy laws.

Our overall debt level and/or market conditions could lead the credit rating agencies to lower our corporate credit ratings. A downgrade in our corporate credit ratings could impact our ability to issue new debt by raising the cost of issuing new debt. As a consequence, we may not be able to issue additional debt in amounts and/or with terms that we consider to be reasonable. In addition, our ability to incur secured indebtedness (which would generally enable us to achieve better pricing than the incurrence of unsecured indebtedness) depends in part on the value of our assets, which depends, in turn, on the strength of our cash flows and results of operations, and on economic and market conditions and other factors. Our ability to refinance our indebtedness is also subject to restrictions contained in our stockholders agreement.

In addition, changes in our credit ratings may affect the way suppliers view our ability to make payments and may induce them to shorten the payment terms of their invoices. A change in payment terms may have a material adverse effect on the amount of our liabilities and our ability to make payments to our suppliers.

If our cash flows and capital resources are insufficient to fund our debt service obligations or we are unable to refinance our indebtedness, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions, or the proceeds from the dispositions may not be adequate to meet any debt service obligations then due. If we were unable to repay amounts when due, our lenders could proceed against the collateral granted to them to secure that indebtedness.

Borrowings under the ABL Credit Facility bear interest at variable rates and other debt we incur could likewise be variable-rate debt. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. While we may enter into agreements limiting our exposure to higher interest rates, we have no such agreements at this time, and any such agreements may not offer complete protection from this risk.

Our debt agreements contain significant operating and financial restrictions that limit our flexibility in operating our business.

The ABL Credit Facility, the Senior Unsecured Loan Facility and the indenture governing the Notes contain a number of restrictive covenants that impose significant restrictions on us. Compliance with these restrictive covenants limits our flexibility in operating our business and could prevent us from engaging in favorable business activities or financing future operations or capital needs. Failure to comply with these covenants could give rise to one or more defaults or events of default under our debt agreements. These covenants restrict, among other things, our ability and the ability of our subsidiaries to:

• incur indebtedness;

• repurchase or redeem capital stock;

• pay certain dividends, make certain distributions, make loans, transfer property or make other restricted payments;

• make capital expenditures, acquisitions or investments;

• incur liens;

30

• sell assets;

• issue or sell capital stock;

• enter into transactions with affiliates;

• consolidate or merge with other companies or sell all or substantially all of our assets;

• engage in certain business activities; and

• designate our subsidiaries as unrestricted subsidiaries.

Our fixed charge coverage ratio (as defined in the indenture which governs the Notes) is currently significantly less than 2:1. Accordingly, we are currently unable to incur debt under the ratio test included in the indenture. In addition, our secured debt ratio (as defined in the indenture which governs the Notes) is currently significantly higher than 3.75:1, which significantly limits our ability to incur secured debt. Although the indenture contains other debt and lien baskets, we could be significantly limited in our operations due to the fixed charge coverage ratio and secured debt tests contained in the indenture.

If we default on any of these covenants, our lenders could cause all amounts outstanding under the ABL Credit Facility, the Senior Unsecured Loan Facility or the indenture governing the Notes to be due and payable immediately, and the lenders under the ABL Credit Facility or the indenture governing the Notes could proceed against any collateral securing that indebtedness. Our assets or cash flow may not be sufficient to repay in full the borrowings under our debt agreements, either upon maturity or if accelerated upon an event of default. In addition, any event of default or declaration of acceleration under one debt instrument could also result in a default or an event of default under one or more of our other debt instruments.

Despite our substantial indebtedness, we and our subsidiaries may still be able to incur significantly more debt. This could increase the risks associated with our substantial leverage, including our ability to service our indebtedness.

The ABL Credit Facility, the Senior Unsecured Loan Facility and the indenture governing the Notes contain restrictions on our ability to incur additional indebtedness. However, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. Accordingly, we and our subsidiaries could incur significant additional indebtedness in the future, much of which could constitute secured or senior indebtedness.

Instability and volatility in the capital and credit markets could have a negative impact on our business, financial condition, results of operations and cash flows.

Our business, financial condition, results of operations, prospects and cash flows could be negatively impacted by difficult conditions and volatility in the capital, credit and commodities markets and in the global economy. Difficult conditions in these markets and the overall economy affect us in a number of ways. For example:

• Although we believe we will have sufficient liquidity under our credit facilities to run our business, under extreme market conditions there can be no assurance that such funds would be available under the facilities or sufficient to meet our needs, and in such a case, we may not be able to successfully obtain additional financing on favorable terms, or at all.

• Market volatility could make it difficult for us to raise additional debt and/or equity capital in the public or private markets if we needed to do so.

• The ABL Credit Facility and the Senior Unsecured Loan Facility contain various covenants that we must comply with. There can be no assurance that we would be able to successfully amend the ABL Credit Facility and the Senior Unsecured Loan Facility in the future if we were to fail to comply with these covenants. Further, any such amendment could be very expensive and materially impair our cash flow and liquidity.

31

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes.

Any default under the agreements governing our indebtedness, including a default under the ABL Credit Facility and the Senior Unsecured Loan Facility, that is not waived by the required holders of such indebtedness, could leave us unable to pay principal, premium, if any, or interest on the Notes and could substantially decrease the market value of the Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on such indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our existing and future indebtedness, including the ABL Credit Facility and the Senior Unsecured Loan Facility, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with any accrued and unpaid interest, the lenders under the ABL Credit Facility could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against the assets securing such facilities and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek waivers from the required lenders under the ABL Credit Facility and the Senior Unsecured Loan Facility to avoid being in default. If we breach our covenants under the ABL Credit Facility or the Senior Unsecured Loan Facility and seek waivers, we may not be able to obtain waivers from the required lenders thereunder. If this occurs, we would be in default under the ABL Credit Facility and the Senior Unsecured Loan Facility, which would, if our obligations under the ABL Credit Facility and the Senior Unsecured Loan Facility are accelerated, cause a default under the indenture governing the Notes. In such case, the lenders under the ABL Credit Facility and the Senior Unsecured Loan Facility could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

The Notes are effectively subordinated to our and our guarantors' indebtedness under (i) the ABL Credit Facility to the extent of the value of the collateral securing the ABL Credit Facility and (ii) certain permitted additional secured indebtedness, in each case on a basis senior to the Notes.

The Notes and the related guarantees are secured, subject to certain exceptions, by a first priority lien on (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 the capital stock of Euramax International and the guarantors and the capital stock of each material domestic restricted subsidiary owned by us 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 (the "Notes Collateral"), and a second priority lien on the inventory and accounts receivable and related assets of Euramax International and the guarantors (which assets secure the ABL Credit Facility on a first priority basis) (the "ABL Collateral"). The Notes are effectively subordinated in right of payment to the ABL Credit Facility to the extent of the value of the ABL Collateral as well as certain permitted additional indebtedness, which can be secured on a senior basis. The effect of this subordination is that upon a default in payment on, or the acceleration of, any indebtedness under the ABL Credit Facility or other indebtedness secured by such assets on a first-priority basis, or in the event of bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding of us or any of the guarantors of the ABL Credit Facility or of such other secured debt, the proceeds from the sale of assets securing the ABL Credit Facility and/or such other indebtedness secured on a first-priority basis will be available to pay obligations on the Notes only after all indebtedness under the ABL Credit Facility and/or such other secured debt has been paid in full. There may be no ABL Collateral remaining after claims of the lenders under the ABL Credit Facility or such other secured debt have been satisfied in full that may be applied to satisfy the claims of holders of the Notes.

32

The Notes are structurally subordinated to all indebtedness of those of our existing or future subsidiaries that are not, or do not become, guarantors of the Notes, including all of our foreign subsidiaries.

The Notes are not guaranteed by certain of our current and future subsidiaries, including our non-U.S. subsidiaries. Accordingly, claims of holders of the Notes are structurally subordinated to all indebtedness and the claims of creditors of any non-guarantor subsidiaries, including trade creditors. All indebtedness and obligations of any non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution upon liquidation or otherwise, to Euramax International or a guarantor of the Notes. The indenture governing the Notes permits these non-guarantor subsidiaries to incur certain additional debt, including secured debt, and does not limit their ability to incur other liabilities that are not considered indebtedness under the indenture. For the year ended December 31, 2014, our non-guarantor subsidiaries represented approximately 31.1% of our net sales and 57.1% of our operating income. In addition, as of December 31, 2014, our non-guarantor subsidiaries held approximately 47.5% of our consolidated assets and approximately $65.1 million of our consolidated liabilities (including trade payables), to which the Notes and the guarantees were structurally subordinated.

The rights of holders of the Notes with respect to the ABL Collateral, in which such holders have a junior lien, are substantially limited by the terms of the intercreditor agreement.

The rights of holders of the Notes with respect to the ABL Collateral, which secures the Notes on a second-priority basis, are limited pursuant to the terms of an intercreditor agreement with the lenders under the ABL Credit Facility.

Under the terms of the intercreditor agreement, any actions that may be taken in respect of the ABL Collateral, including the ability to commence enforcement proceedings against the ABL Collateral, control the conduct of such proceedings, and release the ABL Collateral from the lien of the collateral documents, will be at the direction of the lenders under the ABL Credit Facility. Neither the trustee nor the collateral agent, on behalf of the holders of the Notes, will have the ability to control or direct such actions, even if the rights of the holders of the Notes are adversely affected, subject to certain exceptions. Under the terms of the intercreditor agreement, at any time that obligations that have the benefit of the first-priority liens on the ABL Collateral are outstanding, if the holders of such indebtedness release the ABL Collateral, including, without limitation, in connection with any sale of assets, the second-priority security interest in such ABL Collateral securing the Notes will be automatically and simultaneously released without any consent or action by the holders of the Notes, subject to certain exceptions. The ABL Collateral so released will no longer secure our and the guarantors' obligations under the Notes. In addition, because the holders of the indebtedness secured by first-priority liens on the ABL Collateral control the disposition of the ABL Collateral, such holders could decide not to proceed against the ABL Collateral, regardless of whether there is a default under the documents governing such indebtedness or under the indenture governing the Notes. In such event, the only remedy available to the holders of the Notes would be to sue for payment on the Notes and the related guarantees under the indenture and to commence realization on the Notes Collateral. In addition, the intercreditor agreement gives the holders of first-priority liens on the ABL Collateral the right to access and use the collateral that secures the Notes, to allow those holders to protect the ABL Collateral and to process, store and dispose of the ABL Collateral.

Holders of the Notes may not be able to fully realize the value of their liens.

The security interests and liens for the benefit of holders of the Notes may be released without such holders' consent in specified circumstances. In particular, the security documents governing the Notes and the ABL Credit Facility generally provide for an automatic release of all second priority liens for the benefit of the holders of the Notes upon the release of any first priority lien on any asset that secures the ABL Credit Facility on a first-priority basis in accordance with the ABL Credit Facility. As a result, the Notes may not continue to be secured by a substantial portion of our accounts receivable and inventory. In addition, the capital stock and other securities of any current and future subsidiary will be excluded from the collateral to the extent liens thereon would trigger reporting obligations under Rule 3-16 of Regulation S-X, which requires financial statements from any subsidiary whose securities are collateral, if the book value or market value of its capital stock, whichever is greater, equals 20% or more of the principal amount of the Notes secured thereby. As a result of this collateral cutback provision in the indenture, the book value or market value of each subsidiary's capital stock that represents the security interests of the holders of the Notes is limited to $75 million, which is 20% of the outstanding principal of the $375 million Notes. The noteholders' security interest includes 65% of the capital stock of our Dutch subsidiary holding company, Euramax B.V. As of December 31, 2014, the Company estimates that the book value and market value of 65% of the capital stock of Euramax B.V. are approximately $32.1 million and $93.1 million, respectively. Accordingly, the security interest in the capital stock of Euramax B.V. is automatically limited to $75 million to avoid reporting obligations under Rule 3-16 of Regulation S-X.

33

Euramax B.V. accounts for 45.6% of our consolidated assets as of December 31, 2014 and 30.1% and 63.5% of our consolidated revenues and operating income, respectively, for the year ended December 31, 2014. As the applicable value of our subsidiaries' capital stock or the outstanding principal amount of the Notes changes, the subsidiaries impacted by the collateral cutback provision may change.

The Company used both an income approach, based on a discounted cash flow analysis, and a market valuation approach, based on market multiples of publicly traded guideline companies, in order to estimate the market value of the capital stock. The discounted cash flow analysis requires various judgmental assumptions about future cash flows, growth rates, and the weighted average cost of capital, and should not be considered an indication as to what the subsidiary might sell for in a market transaction.

In addition, all or a portion of the collateral may be released:

• to enable the sale, transfer or other disposal of such collateral in a transaction not prohibited under the indenture that governs the Notes or the ABL Credit Facility, including the sale of assets in accordance with the asset sale covenant in the indenture that governs the Notes and the sale of any entity in its entirety that owns or holds such collateral; and

• with respect to collateral held by a guarantor, upon the release of such guarantor from its guarantee.

In addition, the guarantee of a guarantor will be released in connection with a sale of such subsidiary guarantor in a transaction not prohibited by the indenture.

The indenture also permits us to designate one or more of our restricted subsidiaries that is a guarantor of the Notes as an unrestricted subsidiary. If we designate a guarantor as an unrestricted subsidiary, all of the liens on any collateral owned by such subsidiary or any of its subsidiaries and any guarantees of the Notes by such subsidiary or any of its subsidiaries will be released under the indenture but not under the ABL Credit Facility. Designation of a subsidiary as unrestricted will reduce the aggregate value of the collateral securing the Notes to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries.

A portion of the collateral is subject to exceptions, defects, encumbrances, liens and other imperfections that are accepted by the lenders under the ABL Credit Facility.

The collateral securing the ABL Credit Facility on a first priority basis is also subject to any and all exceptions, defects, encumbrances, liens and other imperfections that are accepted by the lenders under the ABL Credit Facility and other creditors that have the benefit of first priority liens on the ABL Collateral from time to time. The collateral also does not include certain "excluded assets," such as assets securing purchase money obligations or capital lease obligations incurred in compliance with the indenture, which obligations would effectively rank senior to the Notes to the extent of the value of such excluded assets. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the collateral securing the Notes as well as the ability of the collateral agent to realize or foreclose on such collateral.

We may not have the ability to raise the funds necessary to finance the change of control offer or the asset sale offer required by the indenture governing the Notes.

Upon the occurrence of a "change of control", as defined in the indenture governing the Notes, Euramax International must offer to buy back the Notes at a price equal to 101% of the principal amount of the Notes purchased, together with accrued and unpaid interest, if any, to the date of the repurchase. Similarly, Euramax International must offer to buy back the Notes (or repay other indebtedness in certain circumstances) at a price equal to 100% of the principal amount of the Notes (or other debt) purchased, together with accrued and unpaid interest, if any, to the date of repurchase, with the proceeds of certain asset sales (as defined in the indenture). Any failure to purchase, or give notice of purchase of, the Notes would be a default under the indenture governing the Notes, which would also trigger a cross default under the ABL Credit Facility and the Senior Unsecured Loan Facility.

34

If a change of control or asset sale occurs that would require Euramax International to repurchase the Notes, it is possible that we may not have sufficient assets to make the required repurchase of Notes or to satisfy all obligations under the ABL Credit Facility, the Senior Unsecured Loan Facility and the indenture governing the Notes. The Senior Unsecured Loan Facility requires Euramax International to make an offer to prepay such loans at an offer price of 101% of the principal amount thereof upon the occurrence of a change of control (and in some cases, upon consummation of an asset sale, at an offer price of 100% of the principal amount thereof). In addition, a change of control will also trigger a default under the ABL Credit Facility. Furthermore, the ABL Credit Facility currently prohibits us from repurchasing the Notes if we do not satisfy a fixed charge coverage ratio test or if we do not have certain amounts of excess availability for borrowing, and the indenture currently prohibits us from repaying the debt under our Senior Unsecured Loan Facility (subject to limited exceptions). We would be required to seek a consent from the lenders under the ABL Credit Facility to engage in the repurchase required by the indenture, which could be expensive or impossible to obtain unless we satisfy such fixed charge coverage ratio test or have adequate excess availability. We would also need to obtain a consent from holders of the Notes in order to offer to repay the debt under the Senior Unsecured Loan Facility. In order to satisfy our obligations, we could seek to refinance the indebtedness under the ABL Credit Facility, the Senior Unsecured Loan Facility and the indenture governing the Notes or obtain a waiver from the lenders or the holders of the Notes. We cannot assure you that we would be able to obtain a waiver or refinance our indebtedness on terms acceptable to us, if at all. Any failure to make the required change of control offer or asset sale offer would result in an event of default under the indenture.

Certain restrictive covenants in the indenture governing the Notes will be suspended if such Notes achieve investment grade ratings.

Most of the restrictive covenants in the indenture governing the Notes will not apply for so long as the Notes achieve investment grade ratings from Moody's Investors Service, Inc. and Standard & Poor's Rating Services and no default or event of default has occurred. If these restrictive covenants cease to apply, we may take actions, such as incurring additional debt or making certain dividends or distributions that would otherwise be prohibited under the indenture. Ratings are given by these rating agencies based upon analyses that include many subjective factors. We cannot assure you that the Notes will achieve investment grade ratings, nor can we assure you that investment grade ratings, if granted, will reflect all of the factors that would be important to holders of the Notes.

State law may limit the ability of the collateral agent, the trustee under the indenture and the holders of the Notes to foreclose on the real property and improvements included in the collateral.

The Notes are secured by, among other things, liens on owned real property and improvements located in the States of Arkansas, California, Indiana and Pennsylvania. The laws of those states may limit the ability of the collateral agent, the trustee under the indenture and the holders of the Notes to foreclose on the improved real property collateral located in those states. Laws of those states govern the perfection, enforceability and foreclosure of mortgage liens against real property interests which secure debt obligations such as the Notes. These laws may impose procedural requirements for foreclosure different from and necessitating a longer time period for completion than the requirements for foreclosure of security interests in personal property. Debtors may have the right to reinstate defaulted debt (even it is has been accelerated) before the foreclosure date by paying the past due amounts and a right of redemption after foreclosure. Governing laws may also impose security first and one form of action rules, which can affect the ability to foreclose or the timing of foreclosure on real and personal property collateral regardless of the location of the collateral and may limit the right to recover a deficiency following a foreclosure.

The holders of the Notes, the trustee and the collateral agent also may be limited in their ability to enforce a breach of the "no liens" covenant. Some decisions of state courts have placed limits on a lender's ability to accelerate debt secured by real property upon breach of covenants prohibiting the creation of certain junior liens. Lenders may need to demonstrate that enforcement is reasonably necessary to protect against impairment of the lender's security or to protect against an increased risk of default. Although the foregoing court decisions may have been preempted, at least in part, by certain federal laws, the scope of such preemption, if any, is uncertain. Accordingly, a court could prevent the trustee and the holders of the Notes from declaring a default and accelerating the Notes by reason of a breach of this covenant, which could have a material adverse effect on the ability of holders of the Notes to enforce the covenant.

35

We will in most cases have control over the collateral, and the sale of particular assets by us could reduce the pool of assets securing the Notes.

The collateral documents allow us to remain in possession of, retain exclusive control over, freely operate, and collect, invest and dispose of any income from, the collateral securing the Notes, subject to compliance with the covenants contained in the indenture governing the Notes. In addition, we are not required to comply with all or any portion of Section 314(d) of the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act, if we determine, in good faith based on advice of counsel, that under the terms of that Section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including "no action" letters or exemptive orders, all or such portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released collateral. For example, so long as no default or event of default under the indenture would result therefrom and such transaction would not violate the Trust Indenture Act, we may, among other things, without any release or consent by the trustee, conduct ordinary course activities with respect to collateral, such as selling, factoring, abandoning or otherwise disposing of collateral and making ordinary course cash payments (including repayments of indebtedness). With respect to such releases, we must deliver to the collateral agent, from time to time, officers' certificates to the effect that all releases and withdrawals during the preceding six-month period in which no release or consent of the collateral agent was obtained were in the ordinary course of our business and were not prohibited by the indenture.

The rights of holders of Notes to the collateral securing the Notes may be adversely affected by the failure to perfect security interests in the collateral and other issues generally associated with the realization of security interests in collateral.

Applicable law requires that a security interest in certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. The liens on the collateral securing the Notes may not be perfected with respect to the claims of the Notes if the collateral agent is not able to take the actions necessary to perfect any of these liens. There can be no assurance that the collateral agent will continue to take all actions necessary to retain its priority and perfect these liens in the future. In addition, applicable law requires that certain property and rights acquired after the grant of a general security interest, such as real property, can only be perfected at the time such property and rights are acquired and identified and additional steps to perfect such property and rights are taken. We have limited obligations to perfect the security interest of the holders of the Notes in specified collateral. Although the indenture governing the Notes will contain customary further assurance provisions, there can be no assurance that the collateral agent for the Notes will monitor, or that we will inform such collateral agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The collateral agent for the Notes has no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest in favor of the Notes against third parties.

In addition, the security interest of the collateral agent will be subject to practical challenges generally associated with the realization of security interests in collateral. For example, the collateral agent may need to obtain the consent of third parties and make additional filings. If we are unable to obtain these consents or make these filings, the security interests may be invalid and the holders of the Notes will not be entitled to the collateral or any recovery with respect thereto. We cannot assure you that we or the collateral agent will be able to obtain any such consent. We also cannot assure you that the consents of any third parties will be given when required to facilitate a foreclosure on such assets. Accordingly, the collateral agent may not have the ability to foreclose upon those assets and the value of the collateral may significantly decrease.

Additionally, we are not required under the ABL Credit Facility and the security documents to create or perfect liens in assets where the agent under the ABL Credit Facility and we agree that such creation or perfection would be considered excessive in view of the benefits obtained therefrom by the lenders under the ABL Credit Facility.

The existence or imposition of certain permitted liens could adversely affect the value of the Notes Collateral.

The collateral securing the Notes is subject to liens permitted under the terms of the indenture governing the Notes. The existence of any permitted liens could adversely affect the value of the Notes Collateral as well as the ability of the collateral agent for the Notes to realize or foreclose on such collateral. The Notes Collateral securing the Notes may also secure our and the guarantors' future indebtedness and other obligations to the extent permitted by the indenture governing the Notes and the security documents. Rights to the Notes Collateral would be diluted by any increase in the indebtedness secured by the Notes Collateral.

36

In the event of our bankruptcy, the ability of the holders of the Notes to realize upon the collateral will be subject to certain bankruptcy law limitations.

The ability of holders of the Notes to realize upon the collateral will be subject to certain bankruptcy law limitations in the event of our bankruptcy. Under federal bankruptcy law, secured creditors are prohibited from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such a debtor, without bankruptcy court approval, which may not be given. Moreover, applicable federal bankruptcy laws generally permit the debtor to continue to use and expend collateral, including cash collateral, and to provide liens senior to the liens of the collateral agent for the Notes to secure indebtedness incurred after the commencement of a bankruptcy case, provided that the secured creditor either consents or is given "adequate protection." "Adequate protection" could include cash payments or the granting of additional security, if and at such times as the presiding court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition of the collateral during the pendency of the bankruptcy case, the use of collateral (including cash collateral) and the incurrence of such senior indebtedness. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the Notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the Notes would be compensated for any delay in payment of loss of value of the collateral through the requirements of "adequate protection." Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on any pari passu debt secured by the common collateral, the indebtedness under the Notes would be "undersecured" and the holders of the Notes would have unsecured claims as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs, and attorneys' fees on undersecured indebtedness during the debtor's bankruptcy case.

The value of the collateral securing the Notes may not be sufficient to secure post-petition interest. Should our obligations under the Notes equal or exceed the fair market value of the collateral securing the Notes, the holders of the Notes may be deemed to have an unsecured claim.

In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding involving the Company or the guarantors, holders of the Notes will be entitled to post-petition interest under the U.S. Bankruptcy Code only if the value of their security interest in the collateral is greater than their pre-bankruptcy claim. Holders of the Notes may be deemed to have an unsecured claim if our obligation under the Notes equals or exceeds the fair market value of the collateral securing the Notes. Holders of the Notes that have a security interest in the collateral with a value equal to or less than their pre-bankruptcy claim will not be entitled to post-petition interest under the U.S. Bankruptcy Code. Any future bankruptcy trustee, the debtor-in-possession or competing creditors could possibly assert that the fair market value of the collateral with respect to the Notes on the date of the bankruptcy filing was less than the then-current principal amount of the Notes. Upon a finding by a bankruptcy court that the Notes are under- collateralized, the claims in the bankruptcy proceeding with respect to the Notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement on the part of holders of the Notes to receive post-petition interest and a lack of entitlement on the part of the unsecured portion of the Notes to receive other "adequate protection" under U.S. federal bankruptcy laws. In addition, if any payments of post-petition interest were made at the time of such a finding of under-collateralization, such payments could be re-characterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to the Notes. No appraisal of the fair market value of the collateral securing the Notes was prepared in connection with the offering of the Notes and, therefore, the value of the collateral agent's interests in the collateral may not equal or exceed the principal amount of the Notes. We cannot assure you that there will be sufficient collateral to satisfy our and the guarantors' obligations under the Notes.

37

The waiver in the intercreditor agreement of rights of marshaling may adversely affect the recovery rates of holders of the Notes in a bankruptcy or foreclosure scenario.

The Notes and related guarantees are secured on a junior basis by the ABL Collateral. The intercreditor agreement provides that, at any time that obligations that have the benefit of the first-priority liens on the ABL Collateral are outstanding, the holders of the Notes, the trustee under the indenture governing the Notes and the collateral agent for the Notes may not assert or enforce any right of marshaling accorded to a junior lienholder, as against the holders of such indebtedness secured by first-priority liens on the ABL Collateral. Without this waiver of the right of marshaling, holders of such indebtedness secured by first-priority liens on the ABL Collateral would likely be required to liquidate collateral on which the Notes did not have a lien, if any, prior to liquidating the ABL Collateral, thereby maximizing the proceeds of the ABL Collateral that would be available to repay our obligations under the Notes. As a result of this waiver, the proceeds of sales of the ABL Collateral could be applied to repay any indebtedness secured by first-priority liens on the ABL Collateral before applying proceeds of other collateral securing indebtedness, and the holders of the Notes may recover less than they would have if such proceeds were applied in the order most favorable to the holders of the Notes.

The collateral may not be valuable enough to satisfy all the obligations secured by such collateral and may be diluted under certain circumstances.

The Notes and related guarantees are secured, subject to certain exceptions, by a first priority lien on the Notes Collateral and a second priority lien on the ABL Collateral. Such collateral may be shared with our future creditors. The actual value of the Notes Collateral at any time will depend upon market and other economic conditions. The Notes will also be secured on a second-priority lien basis (subject to certain exceptions) by substantially all of our and the guarantors' accounts receivable and inventory and cash and proceeds and products of the foregoing and certain assets related thereto.

The ABL Credit Facility is secured on a first-priority lien basis by the ABL Collateral and on a junior basis by the Notes Collateral. The ABL Collateral may be shared with our future creditors subject to limitations. Although the holders of obligations secured by first-priority liens on the ABL Collateral and the holders of obligations secured by second-priority liens on the ABL Collateral, including the Notes, will share in the proceeds of certain of the ABL Collateral, the holders of obligations secured by first-priority liens on the ABL Collateral will be entitled to receive proceeds from any realization of the ABL Collateral to repay the obligations held by them in full before the holders of the Notes and the holders of any other obligations secured by second-priority liens on the ABL Collateral receive any such proceeds.

In addition, the asset sale covenant and the definition of asset sale in the indenture governing the Notes have a number of significant exceptions pursuant to which we will be able to sell Notes Collateral without being required to reinvest the proceeds of such sale into assets that will comprise Notes Collateral or to make an offer to the holders of the Notes to repurchase the Notes.

As of December 31, 2014, we had $375.0 million of Notes outstanding, $124.2 million million outstanding under the Senior Unsecured Loan Facility, $35.6 million of indebtedness outstanding under the ABL Credit Facility, $3.5 million of indebtedness under the Dutch Revolving Credit Facility, and $1.1 million indebtedness under the French Credit Facility. Additionally, we have approximately $34.4 million of additional availability under the ABL Credit Facility and $14.6 million of additional availability under the Dutch Revolving Credit Facility. All indebtedness under our ABL Credit Facility is secured by first-priority liens on the ABL Collateral. In addition, under the terms of the indenture governing the Notes, we may incur additional indebtedness and grant certain additional liens on any property or asset that constitutes ABL Collateral on a first priority basis. Any grant of additional liens on the ABL Collateral, in which the Notes have a second-priority lien, would further dilute the value of such liens.

38

The value of the pledged assets in the event of a liquidation will depend upon market and economic conditions, the availability of buyers and similar factors. No independent appraisals of any of the pledged property were prepared by or on behalf of us in connection with the offering of the Notes. If the proceeds of any sale of the pledged assets were not sufficient to repay all amounts due on the Notes, the holders of the Notes (to the extent their notes were not repaid from the proceeds of the sale of the pledged assets) would have only an unsecured claim against our remaining assets. By their nature, some or all of the pledged assets, particularly those assets in which the Notes have a first-priority security interest, may be illiquid and may have no readily ascertainable market value. Likewise, the pledged assets may not be saleable or, if saleable, there may be substantial delays in their liquidation. To the extent that liens, rights and easements granted to third parties encumber assets located on property owned by us or constitute subordinate liens on the pledged assets, those third parties may have or may exercise rights and remedies with respect to the property subject to such encumbrances (including rights to require marshalling of assets) that could adversely affect the value of the pledged assets located at that site and the ability of the collateral agent to realize or foreclose on the pledged assets at that site.

In addition, the indenture governing the Notes permits us to issue additional secured debt, including debt secured prior to or equally and ratably with the same assets pledged for the benefit of the holders of the Notes. This could reduce amounts payable to holders of the Notes from the proceeds of any sale of the collateral.

Subject to the ABL Collateral Agent's rights with respect to ABL Collateral, the right to take actions with respect to the collateral pursuant to the intercreditor agreements, including directing the collateral agent, resides with the authorized representative of the holders of the largest outstanding principal amount of indebtedness secured by a lien on the Note Collateral. If we issue additional debt in the future in a greater principal amount than the Notes, which additional debt is secured on an equal basis with the Notes, then the authorized representative for that debt would be able to exercise rights under the intercreditor agreements, rather than the authorized representative for the Notes.

The collateral securing the Notes is subject to casualty risks.

We intend to maintain insurance or otherwise insure against hazards in a manner appropriate and customary for our business. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any of the collateral, the insurance proceeds may not be sufficient to satisfy payment of the Notes.

Pledges of equity interests in foreign restricted subsidiaries directly owned by us or a guarantor may not constitute collateral for the repayment of the Notes because such pledges are not required to be perfected pursuant to foreign law pledge documents.

Part of the security for the repayment of the Notes consists of a pledge of 65% of the capital stock of foreign restricted subsidiaries directly owned by us or a guarantor. Although such pledges of capital stock are granted under U.S. security documents, it may be necessary or desirable to perfect such pledges under foreign law pledge documents. We are not required to provide such foreign law pledge documents. We cannot assure you that all such pledges will be effected and perfected under applicable foreign laws. Unless and until such pledges of equity interests are properly perfected, they may not constitute collateral for the repayment of the Notes.

Federal and state statutes allow courts, under specific circumstances, to void the Notes, the related guarantees and the security interests, subordinate claims in respect of the Notes, the guarantees and the security interests and/or require holders of the Notes to return payments received.

If we or any guarantor become a debtor in a case under the U.S. Bankruptcy Code or encounter other financial difficulty, under federal or state fraudulent transfer law, a court may void, subordinate or otherwise decline to enforce the Notes, the related guarantees and/or the security interests. A court might do so if it found that when we issued the Notes or the guarantor entered into its guarantee or when we or the guarantor granted a security interest, or in some states when payments became due under the Notes or the guarantees, we or the guarantor received less than reasonably equivalent value or fair consideration and either:

• was insolvent or rendered insolvent by reason of such incurrence; or

• was left with inadequate capital to conduct its business; or

• believed or reasonably should have believed that it would incur debts beyond its ability to pay; or

39

• was a defendant in an action for money damages, or had a judgment for money damages docketed against it, if in either case, after final judgment, the judgment was unsatisfied.

The court might also void an issuance of Notes or a guarantee without regard to the above factors, if the court found that we issued the Notes or the applicable guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors.

A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the Notes or its guarantee or the security interests, if we or a guarantor did not substantially benefit directly or indirectly from the issuance of the Notes. If a court were to void the issuance of the Notes or guarantees you would no longer have any claim against us or the applicable guarantor or, with respect to the security interests, a claim with respect to the related collateral. Sufficient funds to repay the Notes may not be available from other sources, including the remaining obligors, if any. In addition, the court might direct you to repay any amounts that you already received from us or a guarantor.

In addition, any payment by us pursuant to the Notes made at a time we were found to be insolvent could be voided and required to be returned to us or to a fund for the benefit of our creditors if such payment is made to an insider within a one-year period prior to a bankruptcy filing or within 90 days for any outside party and such payment would give the creditors more than such creditors would have received in a distribution under Title 11 of the United States Code, as amended (the "Bankruptcy Code").

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or

• if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the Notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

In addition, although each guarantee will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantors from being voided under fraudulent transfer laws, or may reduce that guarantor's obligation to an amount that effectively makes its guarantee of limited value or worthless.

Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the Notes to the claims of other creditors under the principle of equitable subordination, if the court determines that: (i) the holder of the Notes engaged in some type of inequitable conduct to the detriment of other creditors; (ii) such inequitable conduct resulted in injury to our other creditors or conferred an unjust advantage upon the holder of the Notes; and (iii) equitable subordination is not inconsistent with the provisions of the Bankruptcy Code.

40

Any future note guarantees or additional liens on collateral could also be avoided by a trustee in bankruptcy.

The indenture governing the Notes provides that certain of our future subsidiaries will guarantee the Notes and secure their note guarantees with liens on their assets. The indenture governing the Notes also requires us and the guarantors to grant liens on certain assets that they acquire after the Notes are issued. Any future note guarantee or additional lien in favor of the collateral agent for the benefit of the holders of the Notes might be avoidable by the grantor (as debtor-in-possession) or by its trustee in bankruptcy or other third parties if certain events or circumstances exist or occur. For instance, if the entity granting the future note guarantee or additional lien were insolvent at the time of the grant and if such grant was made within 90 days before that entity commenced a bankruptcy proceeding (or one year before commencement of a bankruptcy proceeding if the creditor that benefited from the note guarantee or lien is an "insider" under the Bankruptcy Code), and the granting of the future note guarantee or additional lien enabled the holders of the Notes to receive more than they would if the grantor were liquidated under chapter 7 of the Bankruptcy Code, then such note guarantee or lien could be avoided as a preferential transfer.

If an actual trading market for the Notes is not maintained, the holders of the Notes may not be able to resell their Notes quickly, for the price that they paid or at all.

We cannot assure the holders of the Notes as to the liquidity of any trading market for the Notes or that such a market will be maintained. We have not applied for the Notes to be listed on any securities exchange or arranged for quotation of the Notes on any automated dealer quotation systems. The initial purchasers of the Notes advised us that they intended to make a market in the Notes, but they are not obligated to do so. Each initial purchaser may discontinue any market making at any time, in its sole discretion.

We also cannot assure the holders of the Notes that they will be able to sell their Notes at a particular time or at all, or that the prices that they receive when they sell them will be favorable. If an active trading market for the Notes is not maintained, the holders of the Notes may not be able to resell their Notes at their fair market value, or at all. The liquidity of, and trading market for, the Notes may also be adversely affected by, among other things:

• the number of holders of the Notes;

• prevailing interest rates;

• our operating performance and financial condition;

• the prospects for companies in our industry generally;

• the interest of securities dealers in making a market; and

• the market for similar securities.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices of securities similar to the Notes. It is possible that the market for the Notes will be subject to disruptions. Any disruptions may have a negative effect on holders, regardless of our prospects and financial performance.

Item 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

Item 2. PROPERTIES

Our principal executive office and headquarters is located in Norcross, Georgia, in a leased facility. As of December 31, 2014, we owned or leased 29 facilities in the U.S., one in Canada and five in Europe of which 18 facilities were owned and 17 were leased.

In our U.S. Residential Products segment we operate from manufacturing and distribution facilities located in Phoenix, AZ; Anaheim, CA; Romoland, CA; Sacramento, CA; Woodland, CA; Denver, CO; Loveland, CO; Duluth, GA; Nappanee, IN; Ivyland, PA; Lancaster, PA; Feasterville, PA; Cleveland, TN; Grand Prairie, TX; Cedar City, UT; Spokane, WA; and one facility in Barrie, Ontario Canada.

41

In our U.S. Commercial Products segment we operate from manufacturing and distribution facilities located in Helena, AR; Anaheim, CA; Perris Valley, CA; Duluth, GA; Jackson, GA; Tifton, GA; Gridley, IL; Bristol, IN; Nappanee, IN; St. Joseph, MN; Stayton, OR; Bloomsburg, PA; Lancaster, PA; Grapevine, TX; Mansfield, TX; Cedar City, UT; Spokane, WA; and Marshfield, WI.

Our European Roll Coated Aluminum Segment operates from manufacturing facilities located in Roermond, The Netherlands and Corby, United Kingdom.

Our European Engineered Products Segment operates from manufacturing facilities located in Andrezieux-Boutheon, France; Montreuil-Bellay, France and Barnsley, United Kingdom.

We believe that our facilities, taken as a whole, have adequate production capacity and sufficient manufacturing equipment to conduct business at levels meeting current demand. We continuously review our anticipated requirements for facilities and, on the basis of that review, may from time to time acquire additional facilities and/or dispose of existing facilities.

Item 3. LEGAL PROCEEDINGS

We are currently party to legal proceedings that have arisen in the ordinary course of business. We believe that the ultimate outcome of these matters would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Part II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

There is no established public trading market for the registrant’s common stock. The registrant’s issued and outstanding common stock is held by approximately 77 holders of record.

The registrant has not paid any cash dividends in the past. We anticipate that any earnings will be retained for development of our business and we do not anticipate paying any cash dividends in the foreseeable future. The ABL Credit Facility, the Senior Unsecured Loan Facility and the indenture governing the Notes all contain restrictions on the ability of our subsidiary, Euramax International to issue dividends to us and therefore restrict our ability to issue cash dividends. Any future dividends declared would be at the discretion of our board of directors and would depend on our financial condition, results of operations, contractual obligations, the terms of our financing agreements at the time a dividend is considered, and other relevant factors.

42

Item 6. SELECTED FINANCIAL DATA

The following data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited Consolidated Financial Statements and the notes thereto included under “Item 8. Financial Statements and Supplementary Data.” The statement of operations data for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, and the balance sheet data as of December 31, 2014 and December 31, 2013, are derived from the audited financial statements included elsewhere in this report. The statement of operations data for the years ended December 30, 2011 and December 31, 2010 and the balance sheet data as of December 31, 2012, December 30, 2011 and December 31, 2010 are derived from audited financial statements not included herein. Historical results are not necessarily indicative of results to be expected in the future.

	As of and for the Year Ended (1)
	December 31, 2014			December 31, 2013			December 31, 2012			December 30, 2011			December 31, 2010
	(in thousands)
Statement of Operations Data:
Net sales	$	854,745		$	826,672		$	837,140		$	933,678		$	883,700
Cost of goods sold (excluding depreciation and amortization)	725,748			699,962			701,045			785,165			732,451
Gross profit	128,997			126,710			136,095			148,513			151,249
Selling and general (excluding depreciation and amortization)	71,620			75,428			83,492			91,421			90,642
Depreciation and amortization	32,428			35,099			34,784			37,194			38,700
Other operating charges	6,359			9,165			6,425			8,404			2,939
Multiemployer pension withdrawal	—			—			39			1,200			—
Income (loss) from operations	18,590			7,018			11,355			10,294			18,968
Interest expense	(55,518		)	(54,078		)	(54,858		)	(55,579		)	(68,333		)
Other (loss) income, net	(23,153		)	7,404			5,012			(14,117		)	(3,484		)
Loss from continuing operations before income taxes	(60,081		)	(39,656		)	(38,491		)	(59,402		)	(52,849		)
(Benefit from) provision for income taxes	(802		)	(14,761		)	(1,723		)	3,315			(14,461		)
Loss from continuing operations	(59,279		)	(24,895		)	(36,768		)	(62,717		)	(38,388		)
Loss from discontinued operations, net of tax	—			—			—			—			(152		)
Net loss	$	(59,279	)	$	(24,895	)	$	(36,768	)	$	(62,717	)	$	(38,540	)
Balance Sheet Data:
Cash and cash equivalents	$	2,074		$	8,977		$	10,024		$	14,327		$	24,902
Working capital	75,132			88,050			84,003			90,365			120,476
Total assets	536,776			571,973			594,422			619,246			666,890
Total debt	539,515			535,396			516,674			507,988			503,169
Total shareholders' (deficit) equity	(173,106		)	(108,563		)	(85,992		)	(53,293		)	9,831

_______________________________________

(1) Our fiscal years have historically ended on the last Friday in December of each calendar year. Beginning in 2012, our fiscal year ends on December 31, regardless of the day of the week on which it falls. Our fiscal years ended December 31, 2014, December 31, 2013, December 31, 2012 and December 30, 2011 are based on a 52 week period. Our fiscal year ended December 31, 2010 is based on a 53 week fiscal year.

43

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and accompanying notes included elsewhere in this report. In addition to historical information, this discussion may contain forward-looking statements that involve risks and uncertainties, including, but not limited to, those described in this report under "Item 1A, Risk Factors.” Future results could differ materially from those discussed below. See “Cautionary Statement Regarding Forward-Looking Statements” in Item 1A above. Historically, we operated on a 52 or 53 week fiscal year ending on the last Friday in December. Beginning in 2012, our fiscal year ends on December 31 regardless of the day of the week on which it falls. Our fiscal years consisted of 52 weeks for the years ended December 31, 2014, December 31, 2013, and December 31, 2012.

Our MD&A includes the following sections:

• Overview and Executive Summary provides an overview of our business.

• Results of Operations provides an analysis of our financial performance and results of operations for fiscal 2014 compared to fiscal 2013 and fiscal 2013 compared to fiscal 2012.

• Liquidity and Capital Resources provides an overview of our financing, capital expenditures, cash flows and contractual obligations.

• Critical Accounting Policies provides a discussion of our accounting policies that require critical judgment, assumptions and estimates.

• Recently Issued Accounting Standards provides a brief description of significant accounting standards which were issued during the periods presented.

Overview and Executive Summary

We are a leading producer of metal and vinyl products sold to building products 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. Sales to the building products and RV markets accounted for approximately 75% and 13% of our 2014 net sales, respectively.

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 ("OEMs"). We have extensive in-house manufacturing and distribution capabilities for our more than 10,000 unique products and operate through a network of 35 facilities, consisting of 29 in the U.S., one in Canada and five 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.

Net sales and operating income totaled approximately $854.7 million and $18.6 million respectively, for the year ended December 31, 2014. For the year ended December 31, 2013 net sales and operating income were approximately $826.7 million and $7.0 million, respectively.

Our operating performance is primarily affected by the strength of demand for residential and commercial building materials as well as, to a lesser extent, recreational vehicles in the United States and Western Europe. Demand from the end markets we serve is influenced by macroeconomic trends, which affect consumer confidence, access to financing, levels of commercial construction and levels of residential repair and remodel activities.

44

Our 2014 financial results reflect a significant improvement in both net sales and operating income over the prior year. During 2014, we completed a comprehensive assessment of our operations and initiated the execution of a number of transformative initiatives designed to improve our financial performance, including but not limited to the reorganization of our North American management structure, the creation of enhanced supply chain capabilities, rationalization of our salaried workforce, investments in proven business leaders, IT upgrades and the initiation of certain business development and revenue quality initiatives. We believe our emerging record of improvement, including three consecutive quarters of improvements in both net sales and operating income is the result of our management's assertive execution of strategic initiatives, which contributed to our elevated operating results in the second, third quarters and fourth quarters of 2014. We expect that these initiatives and an evolving high-performance culture will continue to have a meaningful impact on its operating results in future periods, including 2015.

In our U.S. segments, operating income improved $5.9 million, or 43.7%, compared to the prior year. Higher end market demand in both our U.S. Residential and U.S. Commercial business products segments combined with cost savings related to our operational initiatives contributed to the significant improvement in operating income for 2014 compared to 2013. In Europe, the end markets we serve continue to be negatively impacted by political unrest, economic uncertainty, and reduced consumer confidence. Despite the overall end market challenges, operating income for our European segments improved $7.6 million, or 181.0%, over the prior year. These improvements were partially offset by a $1.9 million decline in income from operations for our corporate non-allocated costs primarily related to consulting services during the executive transition period and the reversal of the long-term incentive plan recorded in 2013, partially offset by a decline in stock compensation costs during 2014, among other items. The overall improvement in our operating income is the result of continued emphasis on product profitability and business development initiatives in emerging markets. Additionally, we continue to take a proactive approach in managing current economic and political challenges through ongoing organizational initiatives which have reduced operating costs and improved efficiencies.

Approximately 31.1% of our net sales in 2014 were derived from markets outside of the U.S. As a result, our operating results, financial position and cash flows are subject to fluctuations in the value of foreign currencies, primarily the euro and British pound sterling, relative to the U.S. dollar. Accordingly, changes in the components of our operating results, financial position and cash flows may occur between periods by amounts that are disproportionate to changes valued in the local currencies of our operations. In 2014, strengthening of foreign currencies relative to the U.S. dollar increased net sales approximately $4.5 million, or 1.7% of our 2014 net sales in Europe.

Our operating performance is also subject to volatility in the price of our primary raw materials, aluminum and steel. These raw materials account for approximately 76% of our cost of sales. Changes in the cost of these raw materials are generally reflected in the selling prices for our products. Accordingly, fluctuations in our net sales and cost of sales may not be indicative of changes in the volume of products sold. In 2014, our net sales improved approximately $0.6 million compared to the prior year as a result of higher selling prices driven by increasing aluminum and steel costs.

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.

45

• 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 we serve. Our working capital needs have been at their highest during these periods as well. See "Item 1A. Risk Factors—Risks Related to Our Business—Our business is subject to seasonality, with our highest sales volumes historically occurring during our second and third quarters."

Beginning in 2014, the Company has included net sales and the related cost of goods sold for certain commercial panels sold to customers in Residential markets within the U.S. Commercial Products Segment results. Previously, these products were included in the U.S. Residential Products Segment. The Company's 2013 and 2012 results have been adjusted to reflect this change in reportable segments.

The following table sets forth our statements of operations data expressed as a percentage of net sales for the years ended December 31, 2014, December 31, 2013 and December 31, 2012:

	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
Statement of Earnings Data:
Net sales	100.0	%	100.0	%	100.0	%
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	84.9	%	84.7	%	83.7	%
Selling and general (excluding depreciation and amortization)	8.4	%	9.1	%	10.0	%
Depreciation and amortization	3.8	%	4.2	%	4.2	%
Other operating charges	0.7	%	1.1	%	0.8	%
Income from operations	2.2	%	0.9	%	1.3	%
Interest expense	(6.5	)%	(6.5	)%	(6.6	)%
Other (loss) income, net	(2.7	)%	0.9	%	0.6	%
Loss before income taxes	(7.0	)%	(4.7	)%	(4.7	)%
Benefit from income taxes	(0.1	)%	(1.8	)%	(0.2	)%
Net loss	(6.9	)%	(2.9	)%	(4.5	)%

46

Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013.

The following table sets forth net sales and income (loss) from operations data by segment for the years ended December 31, 2014 and December 31, 2013:

	Net Sales						Income (Loss) from Operations
	Year Ended						Year Ended
	December 31, 2014		December 31, 2013		Increase (Decrease)		December 31, 2014			December 31, 2013			Increase (Decrease)
	(dollars in millions)
U.S. Residential Products	$	279.9	$	266.5	5.0	%	$	20.7		$	16.7		24.0	%
U.S. Commercial Products	317.3		302.0		5.1	%	(1.3		)	(3.2		)	59.4	%
European Roll Coated Aluminum	192.5		193.5		(0.5	)%	12.6			11.0			14.5	%
European Engineered Products	65.0		64.7		0.5	%	(0.8		)	(6.8		)	88.2	%
Other Non-Allocated	—		—		—		(12.6		)	(10.7		)	(17.8	)%
Totals	$	854.7	$	826.7	3.4	%	$	18.6		$	7.0		165.7	%

Net Sales.    Net sales includes revenue recognized from the sales of our products less provisions for returns, allowances, rebates and discounts. Our net sales increased$28.0 million, or 3.4%, to $854.7 million in 2014 compared to $826.7 million in 2013. Net sales growth for 2014 was primarily driven by our U.S. Residential and Commercial Products segments. Foreign currency translation resulted in an approximate $4.5 million increase in net sales during 2014 primarily as a result of the strengthening of the euro against the U.S. dollar on average compared to 2013. Excluding the impact of foreign currency, net sales increased $23.5 million.

Total net sales for our U.S. segments increased$28.7 million, or 5.0%, to $597.2 million in 2014 from $568.5 million in 2013.

Net sales in our U.S. Residential Products segment increased$13.4 million, or 5.0%, to $279.9 million in 2014 from $266.5 million in 2013. The increase in net sales was primarily the result of higher demand for our roof drainage and roofing accessory products to our distribution customers and from contractors for our vinyl window and patio offerings. These increases were partially offset by declines in our home center market during 2014 compared to 2013.

Net sales in our U.S. Commercial Products segment increased$15.3 million, or 5.1%, to $317.3 million in 2014 from $302.0 million in 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 declined$0.7 million, or 0.3%, to $257.5 million in 2014 from $258.2 million in 2013. Foreign currency translation resulted in an approximate $4.5 million increase in net sales in 2014 primarily as a result of the strengthening of the euro against the U.S. dollar on average compared to 2013.

Net sales of our European Roll Coated Aluminum segment declined$1.0 million, or 0.5%, to $192.5 million in 2014 from $193.5 million in 2013. Foreign currency translation resulted in higher net sales of approximately $2.6 million compared to 2013 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 $3.6 million. Net sales declines resulted primarily from lower demand from OEMs in the transportation markets and were partially offset by higher net sales to RV OEMs and contractors in the high-end architectural markets during 2014.

47

Net sales of our European Engineered Products segment increased$0.3 million, or 0.5%, to $65.0 million in 2014 from $64.7 million in 2013. Strengthening of foreign currencies on average, primarily the euro and British pound sterling against the U.S. dollar, resulted in higher net sales of approximately $1.9 million compared to 2013. Excluding the impact of foreign currency, net sales declined $1.6 million. This decline is primarily due to lower demand for automotive components sold to transportation OEMs and for windows and cabins used in the operator compartments of heavy equipment during 2014. Net sales of vinyl windows and doors to home improvement retailers and factory built holiday home manufacturers in the UK remained relatively flat in 2014 compared to the prior year.

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$25.7 million, or 3.7%, to $725.7 million in 2014 from $700.0 million in 2013. Foreign currency translation resulted in higher cost of goods sold of approximately $3.8 million compared to 2013 as a result of the strengthening of the euro against the U.S. dollar. Excluding the impact of foreign currency, cost of goods sold increased $21.9 million. The increase in cost of goods sold is primarily related to volume increases and higher raw material costs in our North America segments, partially offset by lower variable labor costs as a result of efficiency improvements and cost reducing initiatives across the Company. Lower sales volumes in our European segments also resulted in a reduction in cost of goods sold in 2014 compared to the prior year.

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$3.8 million, or 5.0%, to $71.6 million in 2014 from $75.4 million in 2013. Foreign currency translation resulted in higher selling and general costs of approximately $0.6 million compared to 2013 as a result of the strengthening of the euro and British pound sterling against the U.S. dollar. Excluding the impact of foreign currency, selling and general expenses declined $4.4 million. The decrease is primarily due to organizational initiatives to improve efficiency and streamline operations across the Company including the rationalization of our North American workforce and the realization of savings from ongoing initiatives in our European segments.

Other Operating Charges. Other operating charges include costs related to restructuring initiatives including facility closures, relocation, severance, and acquisition costs. Other operating charges in 2014declined$2.8 million to $6.4 million in 2014 from $9.2 million in 2013. In the second quarter of 2014, after an ongoing review of our North American operations, we took steps to rationalize our workforce and to invest in select value-creating officer roles. These actions led to the elimination of certain non-essential salaried positions in our North America business segments and at our Corporate Headquarters in Norcross, GA. We believe these steps will result in a more competitive platform that provides both meaningful operational and cost benefits.

In 2014, other operating charges included $2.4 million for severance and professional fees related to consulting services during the executive transition period. Ongoing restructuring initiatives in the European Engineered Products segment totaled $1.6 million, including approximately $0.6 million of severance in the UK and $1.0 million of severance for various social programs in France. The remaining other operating charges were comprised of $0.8 million related to the write-off of assets recognized in prior periods for North America and $1.2 million in severance and relocation costs in the U.S. primarily related to the workforce rationalization and organizational initiatives to reduce operating costs and improve efficiencies. 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. The European Roll Coated Aluminum segment also incurred $0.4 million in severance and relocation associated with efforts to reduce operating costs and improve efficiencies.

In 2013, other operating charges included $5.5 million in the European Engineered Products Segment primarily related to the relocation and consolidation of multiple plant facilities in the UK into one operating facility. These costs included $1.9 million in severance and relocation, a $1.6 million loss on the sale of land and buildings, a $1.1 million impairment of capitalized software costs as a result of the decision to abandon the implementation of an ERP system that did not align with our relocation and consolidation activities, and $0.9 million of severance costs for various social programs in France. Approximately $2.0 million related to a transition services agreement and various other expenses associated with the resignation of our former chief executive officer in November 2013. The remaining $1.7 million of other operating charges were primarily comprised of severance and relocation costs in both the U.S. and Europe related to various organizational initiatives to reduce operating costs and improve efficiencies.

Depreciation and Amortization.    Depreciation and amortization declined$2.7 million, or 7.7%, to $32.4 million in 2014 from $35.1 million in 2013.

48

Income (Loss) From Operations.    As a result of the aforementioned items, our income from operations was $18.6 million for 2014, compared to $7.0 million for 2013.

Income (loss) from operations of our U.S. Residential Products segment improved$4.0 million to income of $20.7 million for 2014 from income of $16.7 million for 2013. Excluding the increase in other operating charges of $0.2 million, income from operations improved $4.2 million. This improvement is primarily related to higher sales volumes for the year-ended December 31, 2014 compared to the prior year and due to lower selling and general costs in the current year as a result of the our operational initiatives including work force rationalization and sales force optimization implemented in the second half of 2014. Lower depreciation and amortization also contributed to the improvement in income from operations over the prior year.

Income (loss) from operations of our U.S. Commercial Products segment improved$1.9 million to a loss of $1.3 million for 2014 from a loss of $3.2 million in 2013. Excluding the increase in other operating charges of $0.9 million, income from operations improved $2.8 million. This improvement is primarily the result of higher sales volumes compared to 2013 and operational initiatives implemented in the second half of 2014. Lower depreciation and amortization also contributed to the improvement in income from operations over the prior year.

Income (loss) from operations of our European Roll Coated Aluminum segment improved$1.6 million to income of $12.6 million for 2014 from income of $11.0 million for 2013. The improvement in operating income despite the overall decline in volume was primarily due to lower selling and general costs during 2014 compared to the prior year and improved gross margins as a result of higher net sales in the RV market during 2014.

Income (loss) from operations of our European Engineered Products segment improved$6.0 million to a loss of $0.8 million for 2014 from a loss of $6.8 million for 2013. This improvement was primarily due to a $3.9 million decline in other operating charges from approximately $5.5 million in 2013 compared to $1.6 million in 2014. Other operating charges in 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 $2.1 million over the prior year despite flat net sales. This improvement in income from operations reflects our organizational initiatives to streamline operations and improve efficiency and reflects a focus on customer and product profitability initiatives.

Interest Expense.    Interest expense increased$1.4 million, or 2.6%, to $55.5 million in 2014 from $54.1 million in 2013. Interest expense is primarily comprised of interest on our Senior Secured Notes, Senior Unsecured Notes, 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 income (loss), net in 2014 of $23.2 million consisted primarily of translation losses on intercompany obligations due to the weakening of the euro versus the U.S. dollar at December 31, 2014 compared to December 31, 2013 totaling $24.3 million, which were offset by gains on forward foreign currency contracts of $1.1 million.

Other income (loss), net in 2013 of $7.4 million consisted primarily of translation gains on intercompany obligations due to the strengthening of the euro compared to the U.S. dollar totaling $7.6 million. Additionally, net gains of $0.2 million as a result of various legal settlements were offset by losses on forward foreign currency contracts of $0.4 million.

Income Tax (Benefit) Provision.   We reported an income tax benefit of $0.8 million for 2014, as compared to an income tax benefit of $14.8 million for 2013. Benefit from income taxes during the year ended December 31, 2013 included a benefit of approximately $12.4 million related to the reversal of a reserve for an uncertain tax position taken in a prior period as a result of the expiration of the statute of limitations. During 2013, we recognized approximately $9.0 million in previously unrecognized tax benefits and an additional $3.2 million related to the reversal of accrued interest and penalties associated with the position. Our effective tax rates were a benefit of 1.3% for 2014 and 37.2% for 2013.

49

Our effective tax rate for the year ended December 31, 2014 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations as compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and for U.S. federal and state net operating losses. 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.

Our effective tax rate for the year ended December 31, 2013 differed from the U.S. statutory rate primarily due to the reversal of an uncertain tax position in the U.S. as a result of the expiration of the applicable statute of limitations. Other factors impacting the effective rate include lower tax rates of our foreign operations as compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and for U.S. federal and state net operating losses.

Net Loss.    Our net loss was $59.3 million for 2014, compared to a net loss of $24.9 million for 2013. The increase in net loss for 2014 was primarily the result of $24.3 million in unrealized foreign currency losses on intercompany obligations in the current year compared to unrealized gains of $7.6 million in 2013 and a benefit from income taxes in 2013 which resulted in net income of approximately $12.4 million from the reversal of an uncertain tax position due to the expiration of applicable statute of limitations. Excluding these items net loss improved $9.9 million for the year-end December 31, 2014 compared to the prior year.

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012.

The following table sets forth net sales and income (loss) from operations data by segment for the years ended December 31, 2013 and December 31, 2012:

	Net Sales						Income (Loss) from Operations
	Year Ended						Year Ended
	December 31, 2013		December 31, 2012		Increase (Decrease)		December 31, 2013			December 31, 2012			Increase (Decrease)
	(dollars in millions)
U.S. Residential Products	$	266.5	$	258.9	2.9	%	$	16.7		$	19.3		(13.5	)%
U.S. Commercial Products	302.0		314.5		(4.0	)%	(3.2		)	1.8			(277.8	)%
European Roll Coated Aluminum	193.5		196.1		(1.3	)%	11.0			9.2			19.6	%
European Engineered Products	64.7		67.6		(4.3	)%	(6.8		)	(6.6		)	(3.0	)%
Other Non-Allocated	—		—		—		(10.7		)	(12.3		)	13.0	%
Totals	$	826.7	$	837.1	(1.2	)%	$	7.0		$	11.4		(38.6	)%

Net Sales.    Net sales include the revenue recognized from the sales of our products less provisions for returns, allowances, rebates and discounts. Our net sales declined$10.4 million, or 1.2%, to $826.7 million in 2013 compared to $837.1 million in 2012. Demand in our U.S. Commercial Products segment in 2013 was negatively impacted by continuing economic uncertainty in the commercial construction markets, while net sales in our U.S. Residential Products segment increased over the prior year, driven by increased demand during the second and third quarters of 2013. Net sales for 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. Demand for architectural and industrial projects in our European segments increased modestly despite market challenges in Western Europe, as a result of ongoing business development initiatives in emerging markets. Foreign currency translation resulted in an approximate $4.6 million increase in net sales during 2013 primarily as a result of the strengthening of the euro against the U.S. dollar compared to 2012.

Total net sales for our U.S. segments declined $4.9 million, or 0.9%, to $568.5 million in 2013 from $573.4 million in 2012.

50

Net sales of our U.S. Residential Products segment increased $7.6 million, or 2.9%, to $266.5 million in 2013 from $258.9 million in 2012. Sales of our patio covers and vinyl window products improved over the prior year driven by broader economic improvements in the residential repair and remodel sector. Demand for our roof drainage and roofing accessory products in both the home center and distributor markets also benefited from favorable weather conditions during the second and third quarters of 2013 compared to significant drought conditions experienced in the prior year. Higher demand in our end markets was partially offset by an overall decline in sales prices.

Net sales of our U.S. Commercial Products segment declined$12.5 million, or 4.0%, to $302.0 million in 2013 from $314.5 million in 2012. Net sales declines were primarily the result of lower demand in the post frame construction market combined with lower sales prices as a result of lower metal raw material costs. We believe the decline in demand was the result of continuing economic uncertainty in the commercial construction markets combined with excessive snow fall and extreme weather conditions throughout many of our core sales territories in the United States during the first and fourth quarters of 2013. Additionally, sales volume of specialty coated steel and aluminum coils declined in the current year. The declines were partially offset by higher net sales in the RV and transportation markets.

Total net sales for our European segments declined$5.5 million, or 2.1%, to $258.2 million in 2013 from $263.7 million in 2012. Foreign currency translation resulted in an approximate $4.6 million increase in net sales in 2013 primarily as a result of the strengthening of the euro against the U.S. dollar compared to 2012.

Net sales of our European Roll Coated Aluminum segment declined $2.6 million, or 1.3% , to $193.5 million in 2013 from $196.1 million in 2012. The decline in net sales was primarily due to lower demand for specialty coated coil and panels sold to OEMs in the RV industry. Demand in the RV market has been negatively impacted by adverse economic conditions in Europe which has resulted in economic uncertainty and lower consumer confidence. Demand for specialty coated aluminum coils and panels used in architectural and industrial applications and in the transportation industry increased over the prior year, despite the economic challenges in Western Europe, as a result of successful business development initiatives in emerging markets. Strengthening of foreign currencies, primarily the euro, increased net sales approximately $4.1 million compared to 2012.

Net sales of our European Engineered Products segment declined $2.9 million, or 4.3%, to $64.7 million in 2013 from $67.6 million in 2012. Demand in this segment has been negatively impacted by adverse economic conditions in Europe. Specifically, declines in net sales were primarily the result of lower demand for engineered components sold to suppliers in the transportation market and lower demand for residential windows, doors and shower enclosures sold to distributors and home improvement retailers in the UK. Sales declines in these markets were partially offset by increased demand for factory built holiday homes in the UK primarily as a result of increased production at a significant holiday home manufacturer. Strengthening of foreign currencies, primarily the euro, increased net sales approximately $0.5 million compared to 2012.

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 declined $1.0 million, or 0.1%, to $700.0 million in 2013 from $701.0 million in 2012. The decline in cost of goods sold is primarily related to volume declines in both our U.S. Commercial Products segment and European operating segments. Cost of goods sold also decreased as a result of lower metal raw material costs primarily in our U.S. Commercial Products segment in the current year compared to the prior year. Strengthening of foreign currencies, primarily the euro, increased cost of goods sold approximately $3.7 million compared to 2012.

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 $8.1 million, or 9.7%, to $75.4 million in 2013 from $83.5 million in 2012. Overall declines in sales volumes combined with restructuring and organizational initiatives in both North America and Europe resulted in an overall reduction in selling and general and other administrative costs. These initiatives, while undertaken in response to continued relative softness in demand, are expected to contribute to higher levels of operating performance as markets recover. Strengthening of foreign currencies, primarily the euro, increased selling and general expenses approximately $0.2 million compared to 2012.

Other Operating Charges. Other operating charges include costs related to restructuring initiatives including facility closures, relocation, severance, and acquisition costs. Other operating charges in 2013 increased $2.8 million to $9.2 million in 2013 from $6.4 million in 2012.

51

In 2013, other operating charges included $5.5 million in the European Engineered Products Segment primarily related to the relocation and consolidation of multiple plant facilities in the UK into one operating facility. These costs included $1.9 million of severance and relocation, a $1.6 million loss on the sale of land and buildings, a $1.1 million impairment of capitalized software costs as a result of the decision to abandon the implementation of an ERP system that did not align with the Company’s relocation and consolidation activities, and $0.9 million of severance costs for various social programs in France. Approximately $2.0 million related to a transition services agreement and various other expenses associated with the resignation of the Company’s chief executive officer in November 2013. The remaining $1.7 million of other operating charges were primarily comprised of severance and relocation costs in both the U.S. and Europe related to various organizational initiatives to reduce operating costs and improve efficiencies.

In 2012, other operating charges included $3.4 million in restructuring and relocation initiatives in the European Engineered Products segment, including $3.2 million in severance and relocation charges related to the relocation of multiple plant facilities in the UK into one operating location and $0.2 million of severance charges for various social programs in France. Other operating charges also included $1.7 million of severance and relocation in both the U.S. and Europe related to cost savings initiatives and restructuring activities, $1.0 million of legal and professional fees related to the Company's North America reorganization, and $0.3 million of costs related to the acquisition of CTI.

Depreciation and Amortization.    Depreciation and amortization increased $0.3 million, or 0.9%, to $35.1 million in 2013 from $34.8 million in 2012.

Income (Loss) From Operations.    As a result of the aforementioned items, our income from operations was $7.0 million for 2013, compared to $11.4 million for 2012.

Income (loss) from operations of our U.S. Residential Products segment declined $2.6 million to income of $16.7 million for 2013 from income of $19.3 million for 2012. The decline in income from operations resulted from an increase in other manufacturing costs primarily related to increases in labor, freight and packaging costs during the current year. The impact of higher manufacturing costs was partially offset by a decline in selling, general and administrative costs during the current year. Other operating charges, primarily related to plant closures and other cost saving initiatives, also declined approximately $0.3 million from $0.6 million in 2012 to $0.3 million in 2013.

Income (loss) from operations of our U.S. Commercial Products segment declined $5.0 million to a loss of $3.2 million for 2013 from income of $1.8 million in 2012. This decrease is primarily the result of overall volume declines in 2013 combined with higher labor and warranty costs during the current year. Other operating charges in 2013 totaled approximately $0.6 million compared to approximately $0.3 million in 2012. Other operating charges were primarily related to various operational initiatives in North America.

Income (loss) from operations of our European Roll Coated Aluminum segment improved $1.8 million to income of $11.0 million for 2013 from income of $9.2 million for 2012. Operating income improved despite the overall decline in net sales primarily from a reduction in manufacturing and other operating costs as a result of operational cost savings initiatives. Income from operations in 2013 included approximately $0.5 million of other operating charges compared to $0.7 million in 2012. These initiatives are primarily related to severance and other expenses incurred to streamline operations and adjust to the continuing economic environment in Europe.

Income (loss) from operations of our European Engineered Products segment declined $0.2 million to a loss of $6.8 million for 2013 from a loss of $6.6 million for 2012. Income (loss) from operations in 2013 included approximately $5.5 million of other operating charges compared to approximately $3.4 million in 2012. Other operating charges are primarily comprised of costs related to the Company's decision to consolidate three operating facilities in the UK into one operating facility and the impairment of previously capitalized ERP costs. Excluding the impact of other operating charges, income (loss) from operations improved $1.9 million over the prior year. This improvement is a result of organizational initiatives to streamline operations and improve efficiency, as well as a focus on customer and product profitability initiatives.

Interest Expense.    Interest expense declined $0.8 million, or 1.5%, to $54.1 million in 2013 from $54.9 million in 2012.

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.

52

Other income (loss), net in 2013 of $7.4 million consisted primarily of translation gains on intercompany obligations due to the strengthening of the euro compared to the U.S. dollar totaling $7.6 million. Additionally, net gains of $0.2 million as a result of various legal settlements were offset by losses on forward foreign currency contracts of $0.4 million.

Other income (loss), net in 2012 of $5.0 million included translation gains of $4.9 million on intercompany obligations and a $0.5 million gain on the sale of the Elkhart facility and related assets. These gains were partially offset by a $0.3 million loss recognized on the Company's forward foreign exchange contracts.

Income Tax (Benefit) Provision.   We reported an income tax benefit of $14.8 million for 2013, as compared to an income tax benefit of $1.7 million for 2012. Benefit from income taxes during the year ended December 31, 2013 included a benefit of approximately $12.4 million related to the reversal of a reserve for an uncertain tax position taken in a prior period as a result of the expiration of the statute of limitations. We recognized approximately $9.0 million in previously unrecognized tax benefits and an additional $3.2 million related to the reversal of accrued interest and penalties associated with the position. Our effective tax rates were a benefit of 37.2% for 2013 and 4.5% for 2012.

Our effective tax rate for the year ended December 31, 2013 differed from the U.S. statutory rate primarily due to the reversal of an uncertain tax position in the U.S. as a result of the expiration of the applicable statute of limitations. Other factors impacting the effective rate include lower tax rates of our foreign operations as compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and for U.S. federal and state net operating losses.

Our effective tax rate for the year ended December 31, 2012 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations as compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and for U.S. federal and state net operating losses. 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.

Net Loss.    Our net loss was $24.9 million for 2013, as compared to a net loss of $36.8 million for 2012.

Liquidity and Capital Resources

Our principal sources of liquidity are cash and cash equivalents, cash from operations and borrowings under the ABL Credit Facility. As of December 31, 2014, we had cash and cash equivalents of $2.1 million. Net cash used in operating activities was $3.7 million for the year ended December 31, 2014 compared to net cash used in operating activities of $10.3 million for the year ended December 31, 2013. As of December 31, 2014, we had $35.6 million outstanding and availability of $34.4 million under the ABL Credit Facility. The Dutch Revolving Credit Facility provides revolving credit financing of up to €15 million and had $3.5 million of outstanding borrowings at December 31, 2014.

Our ability to make payments on and to refinance our indebtedness, to fund planned capital expenditures and to satisfy our other capital and commercial commitments will depend on our ability to generate cash flow in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We believe our December 31, 2014 cash levels, together with our cash from operations and borrowings under the ABL Credit Facility, will be adequate to fund our cash requirements based on our current level of operations for at least the next twelve months. We cannot assure you, however, that our business will generate sufficient cash flow from operations, that net sales growth and operating improvements will be realized or that future borrowings will be available under the ABL Credit Facility in an amount sufficient to enable us to service our indebtedness or to fund our other liquidity needs. In particular, the availability under the ABL Credit Facility is determined based on a borrowing base which can decline due to various factors. See “Risk Factors-Risks Related to Our Indebtedness-We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes, and may not be able to refinance our indebtedness on favorable terms. If we are unable to do so, we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.”

53

Other risks that could materially adversely affect our ability to meet our debt service obligations include, but are not limited to, a decline in gross domestic product levels, weakening of the residential and commercial construction markets, commodity price risks and volatility related to increases in the cost of aluminum, steel or raw materials generally, our ability to protect our intellectual property, rising interest rates, the loss of key personnel, our ability to continue to invest in equipment, a decline in relations with our key distributors and dealers, and our ability to reach satisfactory arrangements with our lenders to extend the maturity date of certain of our indebtedness, as required by the terms of our ABL Credit Facility. In addition, any of the other factors discussed under ‘‘Risk Factors’’ may also significantly impact our liquidity.

We are constantly evaluating our capital structure and alternatives to our debt structure. We may in the future seek to refinance all or part of our debt by entering into new credit facilities or issuing public or private debt or equity securities in the capital markets. We may seek to repurchase our debt from holders thereof. We cannot assure you that we would be successful in any such effort, which would be subject to market conditions, regulatory approval and numerous other factors beyond our control.

Our ability to refinance our indebtedness on favorable terms, or at all, is directly affected by global economic and financial conditions and other economic factors that are outside our control. In addition, our ability to incur secured indebtedness (which may enable us to achieve better pricing than the incurrence of unsecured indebtedness) depends in part on the covenants in our credit facilities, indenture and stockholders agreement and the value of our assets, which depends, in turn, on the strength of our cash flows, results of operations, economic and market conditions and other factors.

We are currently in compliance with our financial covenants relating to our debt. See Note 5 to our consolidated financial statements for more information regarding our debt covenants.

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 plus accrued and unpaid interest to the redemption date, at the following redemption prices if redeemed during the 12-month period beginning on April 1 of the years indicated:

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

54

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 restrictive covenants 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 in the aggregate principal amount of $125 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 ($0.8 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 December 31, 2014 was 12.25%, as the Company 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 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 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.

55

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, and matures on March 1, 2018. However, if the Administrative Agent has not received on or before December 31, 2015 evidence satisfactory to such agent that the scheduled maturity dates of the indebtedness arising under the Indenture and the Senior Unsecured Loan Facility, in each case, have been extended to a date that is at least 90 days after March 1, 2018, then the maturity date for the ABL Credit facility will accelerate to January 31, 2016. In March 2014, Wells Fargo Capital Finance, LLC ceased to be Co-Collateral Agent and a Lender under 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 at least 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 at least 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 December 31, 2014, the applicable margins were subject to Euramax International’s Average Excess Availability Percentage for the most recently ended fiscal quarter and range from 1.75% and 2.25% for LIBOR borrowings and 1.00% to 1.25% for Base Rate borrowings. The weighted average interest rate at December 31, 2014, including the applicable margin payable on outstanding borrowings under the ABL Credit Facility, was 2.41%. 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.

56

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 December 31, 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, 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 €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. 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. There were outstanding borrowings of $3.5 million under the Dutch Revolving Credit Facility at December 31, 2014 and $14.6 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, B.V., both measured at the Company's fiscal year end. The Dutch Revolving Credit Facility also contains a clause limiting further indebtedness. As of December 31, 2014, Euramax Coated Products, B.V. was in compliance with all covenants.

57

Covenant Ratios Contained in the Indenture Governing the Notes, 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.

As used in the calculation of the Fixed Charge Coverage Ratio and the Secured Debt Ratio under the Indenture governing the Notes, Consolidated Cash Flow, commonly referred to as Adjusted EBITDA, is calculated by adding Consolidated Net Income, provision for taxes based on income or profits or capital gains, fixed charges, the amount of any minority interest expense, depreciation and amortization and other non-cash expenses or charges, the amount of any integration costs or other business optimization expenses or costs deducted (and not added back) in such period in computing Consolidated Net Income incurred in connection with acquisitions, any extraordinary, non-recurring or unusual gain or loss or expense, together with any related provision for taxes, to the extent deducted in computing such Consolidated Net Income, the amount of cash restructuring charges not to exceed (x) $10.0 million in any twelve month period and (y) $25.0 million in the aggregate (through the maturity of the Notes), to the extent deducted in computing such Consolidated Net Income, and subtracting non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business.

In calculating the Fixed Charge Coverage Ratio, Consolidated Cash Flow is further adjusted on an annual basis by giving pro forma effect to acquisitions, dispositions, refinancings, restructurings and operating changes that occurred in the prior four quarters, including certain cost savings and synergies expected to be obtained in the succeeding twelve months. In addition, the term Net Income is adjusted to exclude any dividends on preferred stock, and the term Consolidated Net Income is adjusted to exclude, among other things, the non-cash impact attributable to the application of the purchase method of accounting in accordance with GAAP and the cumulative effect of a change in accounting principles.

58

The following table sets forth the Fixed Charge Coverage Ratios and Secured Debt Ratio as of December 31, 2014:

			Ratios
	Covenant Measure		As of and for the Twelve Months Ended December 31, 2014
Fixed Charge Coverage Ratio under the Indenture	Minimum of 2.0x	(1)	1.21x
Fixed Charge Coverage Ratio under the ABL Credit Facility	Minimum of 1.0x	(2)	0.95x
Secured Debt Ratio under the Indenture	Maximum of 3.75x	(1)	7.29x

_______________________________________

(1) The Fixed Charge Coverage Ratio and the Secured Debt Ratio under the Indenture and the Senior Unsecured Loan Facility limits the ability of Euramax International and its restricted subsidiaries to incur additional indebtedness and make restricted payments. As of December 31, 2014, Euramax International did not meet the Fixed Charge Coverage Ratio and the Secured Debt Ratio under the Indenture and the Senior Unsecured Loan Facility. However, since Euramax International 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, there are no events of default or other penalties incurred as a result of not meeting the minimum or exceeding the maximum ratios.

(2) Under the ABL Credit Facility, Euramax International is only required to meet the Minimum Consolidated Fixed Charge Coverage Ratio when excess availability is less than 12.5%. As of December 31, 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 Fixed Charge Coverage Ratio under the ABL Credit Facility.

Cash Flows

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
	(in thousands)
Net cash (used in) provided by operating activities	$	(3,670	)	$	(10,315	)	$	3,985
Net cash used in investing activities	(6,548		)	(8,396		)	(12,264		)
Net cash provided by financing activities	3,438			18,095			8,246
Effect of exchange rate changes on cash	(123		)	(431		)	(4,270		)
Net decrease in cash and cash equivalents	$	(6,903	)	$	(1,047	)	$	(4,303	)

Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013 and Year Ended December 31, 2012.

Operating Activities.    Cash used in operating activities in 2014 of $3.7 million reflects working capital changes during the current year primarily driven by increases in inventories and accounts receivable, partially offset by higher accounts payable. These changes in working capital combined with costs related to various cost savings initiatives throughout both our U.S. and European business contributed to the net cash used in operating activities.

Cash used in operating activities in 2013 of $10.3 million reflects working capital changes during the current year primarily driven by declines in accounts payable and other current liabilities. These changes in working capital combined with costs related to various relocation and cost savings initiatives throughout both our U.S. and European business contributed to the net cash used in operating activities.

Cash provided by operating activities in 2012 of $4.0 million reflected lower working capital offset by income taxes paid of $5.5 million related to European earnings in 2010.

Investing Activities.    Cash used in investing activities in 2014 was $6.5 million. Capital expenditures of $7.3 million were offset by asset sales of $0.8 million in 2014.

59

Cash used in investing activities in 2013 was $8.4 million. Capital expenditures of $10.7 million in 2013 were offset by $2.3 million of proceeds from the sale of assets in 2013, including $2.0 million received from the sale of multiple operating facilities in our European Engineered Products segment as a result of the consolidation of multiple facilities..

Cash used in investing activities in 2012 was $12.3 million. The primary use of cash for investing activities was the purchase of CTI in the third quarter of 2012 for $6.4 million. Capital expenditures of $7.1 million in 2012 were offset by $1.3 million of proceeds from the sale of assets.

Financing Activities.    Net cash provided by financing activities during 2014 of $3.4 million consisted primarily of net borrowings under the Dutch Revolver of $4.7 million, offset by net repayments under the ABL Credit Facility of $1.1 million and $0.1 million of debt issuance costs related to the amendment of our ABL Credit Facility.

Cash provided by financing activities during 2013 of $18.1 million consisted primarily of net borrowings under the ABL Credit Facility of $18.3 million offset by $0.2 million of debt issuance costs related to the amendment of our ABL Credit Facility.

Cash used in financing activities during 2012 of $8.2 million consisted primarily of net borrowings under the ABL Credit Facility of $8.3 million.

Capital Expenditures

Our capital expenditures in 2014, 2013 and 2012 were $7.3 million, $10.7 million and $7.1 million, respectively. Capital expenditures related to the implementation of ERP systems in the United States were $1.7 million, $0.2 million and $0.8 million in 2014, 2013 and 2012, respectively. The balance of capital expenditures in each period relates primarily to purchases and upgrades of coil coating, fabricating, transportation and material moving and handling equipment.

We have made and will continue to make capital expenditures to comply with environmental laws and regulations. Our environmental capital expenditures for the year ended December 31, 2014 were not significant.

Working Capital Management

Working capital decreased$13.0 million, or 14.8%, to $75.1 million as of December 31, 2014 from $88.1 million as of December 31, 2013. The working capital decrease is primarily related to an increase in accounts payable and a decline in cash and cash equivalents. Borrowings on the Company's Dutch Revolving Credit Facility and increases in accrued interest payable also resulted in declines in working capital. These declines were partially offset by increases in inventory and accounts receivable as of December 31, 2014 compared to December 31, 2013.

Inventories of $106.4 million as of December 31, 2014increased$16.6 million, or 18.5%, from $89.8 million as of December 31, 2013. Higher inventory levels as of December 31, 2014 reflect an investment to support net sales increases during the current year and planned net sales growth in 2015. As of December 31, 2014, days sales in inventories was 53.5 days compared with 46.8 days as of December 31, 2013.

Accounts receivable of $80.3 million as of December 31, 2014increased$6.3 million, or 8.5%, from $74.0 million as of December 31, 2013. As of December 31, 2014, days sales outstanding in accounts receivable were 34.3 days, compared to 32.6 days as of December 31, 2013.

Accounts payable of $78.8 million as of December 31, 2014increased$21.5 million, or 37.5%, from $57.3 million as of December 31, 2013.

The current portion of long-term debt and accrued interest payable increased $4.7 million and $3.9 million, respectively, over the prior year due to borrowings on our Dutch Revolving Credit Facility and the timing of our interest payments.

60

Capital and Commercial Commitments

In addition to long-term debt, we are required to make payments relating to various types of obligations. The following table summarizes our minimum payments as of December 31, 2014 relating to long-term debt, operating leases, unconditional purchase obligations and other specified capital and commercial commitments. This table does not include information on our recurring purchases of materials for use in production, as our raw materials purchase contracts do not require fixed or minimum quantities. These tables also exclude payments relating to income tax due to the fact that, at this time, we cannot determine either the timing or the amounts of payments for all periods beyond 2014 for certain of these liabilities. Future events could cause actual payments to differ from these amounts. See "Cautionary Statement Regarding Forward-Looking Statements."

	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in millions)
Contractual Obligations (1)
Long-term debt (2)	$	540.3	$	40.3	$	500.0	$	—	$	—
Interest on long-term debt (3)	72.3		51.9		20.4		—		—
Non-cancellable operating leases (4)	39.2		10.7		15.5		6.9		6.1
Unconditional purchase obligations (5)	7.4		7.4		—		—		—
Total	$	659.2	$	110.3	$	535.9	$	6.9	$	6.1

_______________________________________

(1) Income tax liabilities, including accrued interest and penalties related to unrecognized tax benefits, totaling $2.6 million, are not included in this table as the settlement period for our income tax liability cannot be determined.

(2) Long-term debt amortization is based on the contractual terms of our credit facilities and assumes no additional borrowings under the ABL and European Credit Facilities. Payments due less than 1 year totaling $40.3 million represent amounts outstanding on the ABL and European Credit Facilities of which payments and borrowings are made on a daily basis.

(3) Interest payments are based on interest rates in effect at December 31, 2014.

(4) We lease various facilities and equipment under non-cancelable operating leases for various periods.

(5) We have commitments to purchase aluminum ingot and coil at a fixed market price for future delivery. These contracts are for normal sales and purchases and are not accounted for as derivatives.

In addition, we sponsor defined benefit pension plans for the benefit of certain of our employees located in the United Kingdom (the "UK Plan") and the United States (the "U.S. Plan"). We curtailed the accrual of participant benefits under the UK Plan effective March 31, 2009. At December 31, 2014 the fair market value of the UK Plan assets was $30.0 million, or $21.0 million less than the projected benefit obligation of the UK Plan. In the first quarter of 2010, we froze future benefit accruals under our U.S. defined benefit pension plan. At December 31, 2014 the fair market value of the U.S. Plan assets was $9.6 million, or $5.3 million less than the projected benefit obligation of the U.S. Plan.

Credit Ratings

Our current credit ratings, which are considered non-investment grade, were as follows:

	Moody's	Standard and Poor's
Long-term debt	Caa2	CCC
Outlook	STABLE	DEVELOPING

Our current credit ratings, as well as any adverse future actions taken by the rating agencies with respect to our debt ratings, could negatively impact our ability to finance our operations on satisfactory terms and could have the effect of increasing our financing costs. Our debt instruments do not contain provisions requiring acceleration of payment upon a debt rating downgrade. The rating agencies may, in the future, revise the ratings on our outstanding debt.

61

The above information regarding credit ratings and ratings outlook assigned to our indebtedness by Moody's and Standard & Poor's are opinions of our ability to meet our ongoing obligations. Credit ratings are not recommendations to buy, sell or hold securities and are subject to revision or withdrawal at any time by the assigning rating agency. Each agency's rating should be evaluated independently of any other agency's rating.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Seasonality; Inflation

Our sales volumes have historically been higher in the second and third quarters due to the seasonal demand of the building products markets served. First and fourth quarter sale 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/or deflation had a minimal impact on our overall operations during the fiscal years 2014, 2013 and 2012.

Critical Accounting Policies

We prepare our consolidated financial statements in accordance with U.S. GAAP. In order to apply these principles, management must make judgments, assumptions and estimates based on the best available information at the time. Actual results may differ based on the accuracy of the information utilized and subsequent events. Our accounting policies are described in the notes to our audited financial statements included elsewhere in this report. Our critical accounting policies, which are described below, could materially affect the amounts recorded in our financial statements. Management believes that the following policies are critical because they involve significant judgment, assumptions and estimates.

Allowance for Doubtful Accounts, Inventory Realizability and Obsolescence and Warranty Reserves

We record trade accounts receivable at net realizable value. This value includes an allowance for doubtful accounts based on historical experience, the level of past-due accounts based on the contractual terms of the receivables, current economic conditions and an evaluation of the relevant customer's credit worthiness. We charge off accounts receivable against the allowance for doubtful accounts when it is probable that the receivable will not be recovered.

Our inventories are stated at the lower of cost or market, with cost determined under the first-in, first-out (FIFO) method. Cost of manufactured inventory includes direct labor and manufacturing overhead. Market with respect to all inventories is replacement cost subject to a floor for an approximate normal profit margin on disposition. Abnormal amounts of idle facility expense, freight, handling costs, and wasted materials are recorded as current period charges.

We provide warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. We provide accruals for warranties based on historical experience and expectations of future occurrences.

We make estimates and assumptions related to establishing reserves and allowances for doubtful accounts, inventory obsolescence and warranty costs. Ranges of estimates are developed based upon historical experience, specifically identified conditions and management expectations for the future occurrence of certain events. In the event that actual results differ from these estimates or we adjust these estimates in future periods, adjustments to the amounts recorded could materially impact our financial position and results of operations. Historically, our experience has not been materially different than our estimates. There have been no significant changes in the assumptions used to develop our estimates in establishing reserves and allowances for doubtful accounts, inventory obsolescence and warranty costs from fiscal year 2012 to fiscal year 2014 and no significant changes are anticipated for fiscal year 2015.

62

Property, Plant and Equipment

We record property, plant and equipment at cost. Cost of property, plant and equipment acquired in a business combination is recorded at fair value based on the age and current replacement cost for similar assets on the date of the acquisition. We generally expense repair and maintenance costs unless they extend the useful lives of assets. Depreciation of property, plant and equipment is computed principally on the straight-line method over the estimated useful lives of the assets ranging from 3 to 37 years for equipment and from 17 to 25 years for buildings. Also, when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, management assesses whether there has been an impairment in the value of the asset by comparing the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition to the carrying amount of the asset. If the expected future cash flows are less than the carrying amount of the asset, an impairment loss is recognized based on the excess of the asset's carrying value over its fair value. Fair value is estimated based on discounted cash flows, independent appraisals or comparable market transactions.

Goodwill and Intangible Assets

Our goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and identifiable intangible assets acquired. Goodwill has been assigned to multiple reporting units at either the operating segment, or one level below, primarily based upon the nature of discrete businesses comprising the Company's operations. We test our goodwill for impairment annually on the first day of our fourth quarter or more frequently if events or circumstances indicate the potential for impairment. For impairment testing purposes, we have identified five reporting units at the operating segment level, primarily based upon the nature of discrete businesses comprising our operations. As of December 31, 2014, goodwill has been allocated to four of the identified reporting units. Two operating segments are below the required quantitative thresholds and have been aggregated into one reporting segment, European Engineered Products.

The impairment test for goodwill is a two-step process. If the carrying value of the reporting unit exceeds its fair value, the goodwill is potentially impaired and the implied fair value of goodwill must be determined by estimating the fair value of the reporting units and allocating such value to the tangible and identifiable intangible assets of each reporting unit. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized equal to the excess of the carrying amount of goodwill over its implied fair value. We determine the fair value of each reporting unit based on an income approach, using a discounted cash flow analysis, and a market valuation approach, using market multiples of publicly traded guideline companies. The discounted cash flow analysis requires various judgmental assumptions about future cash flows, growth rates, and weighted average cost of capital. The assumptions about future cash flows and growth rates are based on an assessment of the business plans of each reporting unit. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units.

The following table is a summary of the key assumptions and results of our step-one test as of September 27, 2014, comparing the fair value of each reporting unit to the carrying value:

	Key Assumptions
Reporting Units	Discount Rate	Terminal Growth Rate	% Fair Value Exceeds Carrying Value as of September 27, 2014		Goodwill as of September 27, 2014
					(in thousands)
U.S. Residential Products	11.50%	3.0%	103.8	%	$	72,291
U.S. Commercial Products	11.50%	3.0%	49.7	%	9,067
European Roll Coated Aluminum	11.50%	3.0%	35.2	%	101,085
European Engineered Products
Euramax Solutions (formerly Ellbee Limited)	11.50%	3.0%	342.7	%	12,899
					$	195,342

63

We make various assumptions, including assumptions regarding future cash flows, market multiples, growth rates and discount rates, in our assessment of goodwill for impairment. The assumptions about future cash flows and growth rates are based on the current business plans of the reporting unit. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the reporting unit. These assumptions and estimates are complex and often subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts. As of September 27, 2014, the fair value for the U.S. Commercial Products and European Roll Coated Aluminum reporting units exceeded carrying value by approximately 49.7% and 35.2%, respectively. Significant estimates and assumptions were used in determining the fair value of the reporting units and changes in estimates could have a significant impact on the estimated fair value. For example, a 1.0% increase in the discount rate or a 0.5% decrease in the terminal growth rate for the U.S. Commercial Products segment would result in a change in the fair value of $6.2 million or $1.3 million, respectively, and could result in future impairments. Also, a 1.0% increase in the discount rate or a 0.5% decrease in the terminal growth rate for the European Roll Coated Aluminum segment would result in a change in the fair value of $11.3 million or $3.6 million, respectively, and could result in future impairments.

Based on the results of our annual impairment test, we did not determine that any reporting unit was at risk for failing step one. No impairment charges were recorded based upon impairment testing performed in 2014, 2013 or 2012. We will continue to analyze changes in assumptions in future periods.

We have recognized intangible assets, apart from goodwill, acquired in business combinations and resulting from certain shareholder transactions, at fair value on the date of the transactions. Indefinite lived intangible assets are not amortized, but are tested for impairment annually, or more frequently if events or circumstances indicate the potential for impairment. We amortize our intangible assets with finite lives over their useful lives based upon the pattern in which the economic benefits of the intangible assets are recognized. If that pattern cannot be determined, a straight-line amortization method is used. Intangible assets with finite lives are tested for impairment when there are indications that the carrying amount of an intangible asset may not be recoverable. We utilize an income approach to estimate the fair value of our definite and indefinite lived intangible assets to test for impairment.

We record impairment charges on goodwill and intangible assets in goodwill and other impairments in the consolidated statement of operations. See Note 4 to our consolidated financial statements for further disclosures related to goodwill and other intangible assets.

Income Taxes

We account for income taxes using the asset and liability method of accounting. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable for future years to differences between financial statement and tax bases of existing assets and liabilities. We establish valuation allowances if we believe it is more likely than not that some or all of the deferred tax assets will not be realized. We do not recognize a tax benefit unless we conclude that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met a tax benefit is recognized and measured as the largest amount of the tax benefit that in our judgment is greater than 50 percent likely to be realized. Interest and penalties related to unrecognized tax positions are recorded in benefit from income taxes in our consolidated financial statements.

Revenue Recognition

We recognize revenue when persuasive evidence of an agreement exists, delivery has occurred, our price to the buyer is fixed and determinable and collectability is reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the risks and rewards of ownership.

Recently Issued Accounting Standards

See Note 1 to our consolidated financial statements included elsewhere in this report.

64

Item 7A. 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).

Foreign Currency Exchange Risk

Approximately 30.1% of our net sales for the year ended December 31, 2014 and approximately 31.2% of our net sales for the year ended December 31, 2013 originated in Europe. Although our sales outside the United States are subject to exchange rate fluctuations, we have not historically and currently do not use derivatives to manage our foreign currency exchange risks resulting from foreign sales.

In 2014, we entered into certain forward contracts to buy or sell currencies at a predetermined rate or price to mitigate uncertainty or volatility, and to cover underlying exposure to certain payments in currencies other than the functional currency. The Company has not designated these contracts for hedge accounting treatment and, therefore, the fair value of gains and losses on these contracts are recorded in other income (loss), net. For the years ended December 31, 2014, December 31, 2013 and December 31, 2012, the Company has recognized a gain of $1.1 million, a loss of $(0.4) million and a loss of $(0.3) million, respectively, in other income (loss), net. The total notional value of derivatives related to our foreign exchange contracts totaled approximately $9.0 million and $9.4 million as of December 31, 2014 and December 31, 2013, respectively. Changes in foreign exchange rates affect other income (loss), net related to the remeasurement of inter-company amounts that are not of a long-term investment nature into local currencies.

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 senior secured 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 years ended December 31, 2014, December 31, 2013, or December 31, 2012.

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.

65

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Audited Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm	67
Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013	68
Consolidated Statements of Operations for the Years Ended December 31, 2014, December 31, 2013 and December 31, 2012	69
Consolidated Statements of Comprehensive Operations for the Years Ended December 31, 2014, December 31, 2013 and December 31, 2012	70
Consolidated Statements of Changes in Equity (Deficit) for the Years Ended December 31, 2014, December 31, 2013 and December 31, 2012	71
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, December 31, 2013 and December 31, 2012	72
Notes to Consolidated Financial Statements	73
Schedule 1 - Condensed Financial Information Euramax Holdings, Inc. (Parent Company Only)	118

66

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

Euramax Holdings, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Euramax Holdings, Inc. and subsidiaries as of December 31, 2014 and December 31, 2013, and the related consolidated statements of operations, comprehensive operations, changes in equity (deficit), and cash flows for each of the three years in the period ended December 31, 2014.  Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Euramax Holdings, Inc. and subsidiaries at December 31, 2014 and December 31, 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. 

	/s/ Ernst & Young LLP
Atlanta, Georgia March 26, 2015

67

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	December 31, 2014			December 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	2,074		$	8,977
Accounts receivable, less allowances of $1,522 and $2,235 in 2014 and 2013, respectively	80,329			73,996
Inventories, net	106,385			89,760
Income taxes receivable	1,734			982
Deferred income taxes	426			580
Other current assets	7,009			7,008
Total current assets	197,957			181,303
Property, plant, and equipment, net	111,164			130,114
Goodwill	190,158			204,053
Customer relationships, net	26,315			40,631
Other intangible assets, net	6,495			7,073
Deferred income taxes	—			87
Other assets	4,687			8,712
Total assets	$	536,776		$	571,973
Liabilities and shareholders' (deficit) equity
Current liabilities:
Accounts payable, including cash overdrafts of $13,955 at December 31, 2014	$	78,846		$	57,262
Accrued expenses	25,509			26,366
Accrued interest payable	12,912			9,020
Deferred income taxes	895			605
Current portion of long-term debt	4,663			—
Total current liabilities	122,825			93,253
Long-term debt	534,852			535,396
Deferred income taxes	15,894			18,980
Other liabilities	36,311			32,907
Total liabilities	709,882			680,536
Shareholders' (deficit) equity:
Class A common stock—$1.00 par value; 600,000 shares authorized, 195,502 issued and outstanding in 2014 and 194,852 issued and outstanding in 2013	196			195
Class B convertible restricted voting common stock—$1.00 par value; 600,000 shares authorized, no shares issued in 2014 and 2013	—			—
Additional paid-in capital	724,562			724,071
Accumulated loss	(903,029		)	(843,750		)
Accumulated other comprehensive income	5,165			10,921
Total shareholders' (deficit) equity	(173,106		)	(108,563		)
Total liabilities and shareholders' (deficit) equity	$	536,776		$	571,973

See accompanying notes.

68

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Net sales	$	854,745		$	826,672		$	837,140
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	725,748			699,962			701,045
Selling and general (excluding depreciation and amortization)	71,620			75,428			83,492
Depreciation and amortization	32,428			35,099			34,784
Other operating charges	6,359			9,165			6,425
Multiemployer pension withdrawal	—			—			39
Income from operations	18,590			7,018			11,355
Interest expense	(55,518		)	(54,078		)	(54,858		)
Other (loss) income, net	(23,153		)	7,404			5,012
Loss before income taxes	(60,081		)	(39,656		)	(38,491		)
Benefit from income taxes	(802		)	(14,761		)	(1,723		)
Net loss	$	(59,279	)	$	(24,895	)	$	(36,768	)

See accompanying notes.

69

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS

(in thousands)

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Net loss	$	(59,279	)	$	(24,895	)	$	(36,768	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	276			(815		)	80
Pension liability adjustments, net of tax expense of $0, $1,193 and $225 in 2014, 2013 and 2012, respectively	(6,032		)	931			953
Total other comprehensive (loss) income	$	(5,756	)	$	116		$	1,033
Total comprehensive loss	$	(65,035	)	$	(24,779	)	$	(35,735	)

See accompanying notes

70

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(in thousands)

									Accumulated Other Comprehensive Income
	Common Stock		Additional Paid-in Capital			Accumulated Loss			Foreign Currency Translation Adjustment			Pension Plan Liability Adjustment			Totals
Balance at December 30, 2011	$	185	$	718,837		$	(782,087	)	$	20,016		$	(10,244	)	$	(53,293	)
Net loss	—		—			(36,768		)	—			—			(36,768		)
Other comprehensive income, net of tax	—		—			—			80			953			1,033
Issuance of shares pursuant to share-based payment plans	4		(4		)	—			—			—			—
Share-based compensation	—		3,036			—			—			—			3,036
Balance at December 31, 2012	189		721,869			(818,855		)	20,096			(9,291		)	(85,992		)
Net loss	—		—			(24,895		)	—			—			(24,895		)
Other comprehensive income (loss), net of tax	—		—			—			(815		)	931			116
Issuance of shares pursuant to share-based payment plans	6		(6		)	—			—			—			—
Share-based compensation	—		2,208			—			—			—			2,208
Balance at December 31, 2013	195		724,071			(843,750		)	19,281			(8,360		)	(108,563		)
Net loss	—		—			(59,279		)	—			—			(59,279		)
Other comprehensive loss, net of tax	—		—			—			276			(6,032		)	(5,756		)
Issuance of shares pursuant to share-based payment plans	1		—			—			—			—			1
Share-based compensation	—		491			—			—			—			491
Balance at December 31, 2014	$	196	$	724,562		$	(903,029	)	$	19,557		$	(14,392	)	$	(173,106	)

See accompanying notes.

71

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Operating activities
Net loss	$	(59,279	)	$	(24,895	)	$	(36,768	)
Reconciliation of net loss to net cash provided by operating activities:
Depreciation and amortization	32,428			35,099			34,784
Amortization of deferred financing fees	2,445			2,197			1,983
Amortization of debt discount	593			451			406
Share-based compensation	491			2,208			3,036
Provision for doubtful accounts	35			290			364
Foreign exchange loss (gain)	23,625			(7,700		)	(347		)
(Gain) loss on sale or disposal of assets	(131		)	2,766			(444		)
Deferred income taxes	(1,618		)	(3,046		)	(2,218		)
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable	(10,504		)	683			10,749
Inventories	(19,870		)	409			(4,561		)
Other current assets	(175		)	(2,184		)	(219		)
Accounts payable and other current liabilities	28,781			(3,846		)	1,370
Income taxes payable	(410		)	(10,433		)	(2,467		)
Other noncurrent assets and liabilities	(81		)	(2,314		)	(1,683		)
Net cash (used in) provided by operating activities	(3,670		)	(10,315		)	3,985
Investing activities
Proceeds from sale of assets	785			2,346			1,321
Capital expenditures	(7,333		)	(10,742		)	(7,140		)
Purchase of a business, net of cash acquired	—			—			(6,445		)
Net cash used in investing activities	(6,548		)	(8,396		)	(12,264		)
Financing activities
Net (repayments) borrowings on ABL Credit Facility	(1,137		)	18,270			8,280
Net borrowings on European Credit Facilities	4,663			—			—
Deferred financing fees	(88		)	(175		)	(34		)
Net cash provided by financing activities	3,438			18,095			8,246
Effect of exchange rate changes on cash	(123		)	(431		)	(4,270		)
Net decrease in cash and cash equivalents	(6,903		)	(1,047		)	(4,303		)
Cash and cash equivalents at beginning of year	8,977			10,024			14,327
Cash and cash equivalents at end of year	$	2,074		$	8,977		$	10,024
Supplemental cash flow information
Income taxes (refunded) paid, net	$	(194	)	$	(175	)	$	5,488
Interest paid, net	$	48,293		$	52,220		$	52,157

See accompanying notes.

72

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

1.    Operations and Summary of Significant Accounting Policies

Nature of Operations and Organization

Euramax Holdings, Inc. and Subsidiaries (the "Company") is an international producer of residential and commercial building materials and recreational vehicle, or RV, exterior components. The Company's core building products include aluminum, steel, vinyl and copper roof drainage products, steel roofing and siding, and specialty coated aluminum coil. In addition, the Company sells an extensive line of accessory products, including roofing and siding hardware, trim parts and roof drainage accessories. The Company's core RV products include aluminum siding and roofing. The Company sells its products to a wide range of customers, including distributors, contractors, and home improvement retailers, as well as RV and transportation original equipment manufacturers, or OEMs. The Company's manufacturing and distribution network consists of35 strategically located facilities, of which 30 are located in North America and five are located in Europe. 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.

Liquidity and Capital Resources

The Company's ability to make payments on and to refinance the indebtedness, to fund planned capital expenditures and to satisfy other capital and commercial commitments will depend on the Company's ability to generate cash flow in the future. The Senior Secured Notes (the "Notes") become due on April 1, 2016 with amounts outstanding, as of December 31, 2014, of $375 million. In the event the Notes are not refinanced prior to December 31, 2015, the ABL Credit Facility becomes due on January 31, 2016. See Note 5 for further disclosures related to Long-Term Debt. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the Company's control. The Company believes December 31, 2014 cash levels, together with cash from operations and borrowings under the ABL Credit Facility, will be adequate to fund cash requirements based on the current level of operations for at least twelve months from December 31, 2014. The Company cannot assure that its business will generate sufficient cash flow from operations, that net sales growth and operating improvements will be realized or that future borrowings will be available under the ABL Credit Facility in an amount sufficient to enable the Company to service its indebtedness or to fund its other liquidity needs. In particular, the availability under the ABL Credit Facility is determined based on a borrowing base which can decline due to various factors. The Company may not be able to generate sufficient cash to service all of the indebtedness, including the Notes, and may not be able to refinance the indebtedness on favorable terms. If the Company is unable to do so, the Company may be forced to take other actions to satisfy its obligations under the indebtedness, which may not be successful.

Basis of Presentation and Consolidation

The consolidated financial statements of the Company are prepared in conformity with U.S. generally accepted accounting principles and include the accounts of the Company and all its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

On August 14, 2012, the Company acquired Cleveland Tubing, Inc. ("CTI") for approximately $6.4 million, net of cash acquired. CTI was a developer and manufacturer of corrugated plastic parts, including collapsible and flexible specialty drainage products, sold through the Company's U.S. Residential Products segment. The results of operations for CTI have been included in the Company’s consolidated financial statements as of and from the date of the acquisition. The Company allocated the purchase price to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The acquired assets of CTI consisted primarily of accounts receivable, property, plant and equipment, and inventories. The liabilities assumed generally consisted of accounts payable and accrued liabilities.

73

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

1.    Operations and Summary of Significant Accounting Policies (Continued)

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts of certain assets, liabilities, revenues and expenses and disclosure of contingencies in the Company's consolidated financial statements. Although these estimates and assumptions are based on the Company's knowledge of current events and actions the Company may take in the future, actual results could ultimately differ from those estimates and assumptions, and the differences could be material.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. Certain cash overdrafts of the Company have been netted with positive cash balances held with the same financial institutions.

Accounts Receivable

Accounts receivable are comprised of trade accounts receivable and other receivables. Trade accounts receivable are recorded at net realizable value and totaled $77.1 million and $69.8 million as of December 31, 2014 and December 31, 2013, respectively. This value includes an allowance for estimated uncollectible accounts, returns and allowances, cash discounts and other adjustments. The allowance for doubtful accounts is based on historical experience, the level of past-due accounts based on the contractual terms of the receivables, current economic conditions and an evaluation of the customers' credit worthiness. Accounts receivable are charged against the allowance for doubtful accounts when it is probable that the receivable will not be recovered.

Activity in the allowance for doubtful accounts was as follows:

	2014			2013			2012
Balance, beginning of year	$	2,235		$	2,751		$	4,391
Charges to costs and expenses	35			290			364
Write-offs and other activity	(664		)	(838		)	(2,037		)
Foreign currency translation	(84		)	32			33
Balance, end of year	$	1,522		$	2,235		$	2,751

Inventories

Inventories are stated at the lower of cost or market, with cost determined under the first-in, first-out (FIFO) method. Cost of manufactured inventory includes direct labor and manufacturing overhead. Market with respect to all inventories is replacement cost subject to a floor for an approximate normal profit margin on disposition. Abnormal amounts of idle facility expense, freight, handling costs, and wasted materials are recorded as current period charges.

74

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

1.    Operations and Summary of Significant Accounting Policies (Continued)

Property, Plant, and Equipment

Property, plant, and equipment is recorded at cost. Cost of property, plant, and equipment acquired in a business combination is recorded at fair value based on the age and current replacement cost for similar assets on the date of the acquisition. Repair and maintenance costs are generally expensed unless they extend the useful lives of assets. Depreciation of property, plant, and equipment is computed principally on the straight-line method over the estimated useful lives of the assets ranging from 3 years to 37 years for equipment and from 10 years to 25 years for buildings. When events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, management assesses whether there has been an impairment in the value of the asset by comparing the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition to the carrying amount of the asset. If the expected future cash flows are less than the carrying amount of the asset, an impairment loss is recognized based on the excess of the asset's carrying value over its fair value. Fair value is estimated based on discounted cash flows, independent appraisals or comparable market transactions.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and identifiable intangible assets acquired. Goodwill has been assigned to multiple reporting units at either the operating segment, or one level below, primarily based upon the nature of discrete businesses comprising the Company's operations. We test our goodwill for impairment annually on the first day of our fourth quarter or more frequently if events or circumstances indicate the potential for impairment. The implied fair value of goodwill is determined by estimating the fair value of the reporting units and allocating such value to the tangible and identifiable intangible assets of each reporting unit. The Company's fair value estimate is based upon estimates of the future cash flows of the reporting units and market valuations of comparable companies. Significant judgments are made in estimating the future cash flows of the reporting units and determining comparable companies upon which fair values of the Company's reporting units are based. No goodwill impairment charges were recorded during fiscal years 2014, 2013, or 2012. The carrying value of goodwill at the valuation date is not representative of current fair value.

The Company has recognized intangible assets, apart from goodwill, acquired in business combinations and resulting from certain shareholder transactions, at fair value on the date of the transactions. Indefinite lived intangible assets are not amortized, but are tested for impairment annually, or more frequently if events or circumstances indicate the potential for impairment. The Company amortizes its intangible assets with finite lives over their useful lives based upon the pattern in which the economic benefits of the intangible assets are recognized. If that pattern cannot be determined, a straight-line amortization method is used. Intangible assets with finite lives are tested for impairment when there are indications that the carrying amount of an intangible asset may not be recoverable. The Company utilizes an income approach to estimate the fair value of its definite and indefinite lived intangible assets to test for impairment.

No intangible asset impairment charges were recorded in fiscal years 2014, 2013, or 2012. See Note 4 for further disclosures related to goodwill and other intangible assets.

Income Taxes

The Company accounts for income taxes using the asset and liability method of accounting. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable for future years to differences between financial statement and tax bases of existing assets and liabilities. Valuation allowances are established if the Company believes it is more likely than not that some or all of the deferred tax assets will not be realized. A tax benefit is not recognized unless the Company concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, a tax benefit is recognized and measured as the largest amount of the tax benefit that in the Company's judgment is greater than 50 percent likely to be realized. Interest and penalties related to unrecognized tax positions are recorded in benefit from income taxes in the accompanying consolidated statements of operations. See Note 9 for further disclosures related to income taxes.

75

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

1.    Operations and Summary of Significant Accounting Policies (Continued)

Financial Instruments and Risk Management

The Company measures fair value based on a hierarchy disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value.

Market price observability is impacted by a number of factors, including the type of asset or liability and their characteristics. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

All derivative instruments are recognized on the balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and the type of hedging relationship. Derivative instruments that qualify as hedging instruments are designated based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of net investment in a foreign operation. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk is recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of Other Comprehensive Income ("OCI") and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss related to the ineffective portion of the derivative instrument, if any, is recognized in current earnings during the period of change. For derivative instruments that are designated and qualify as a hedge of a net investment in a foreign operation, the gain or loss is reported in OCI as part of the cumulative translation adjustment to the extent it is effective. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change. Should a financial instrument designated as a hedge be terminated while the underlying hedged transaction remains outstanding, or reasonably possible of occurring, the gain or loss would be deferred and amortized over the shorter of the remaining life of the underlying or the agreement.

The Company has used derivative financial instruments primarily to reduce its exposure to fluctuations in foreign currency exchange rates. These derivatives are not designated as hedging instruments and are recorded on the consolidated balance sheet at fair value as either other current assets or accrued expenses. The Company calculates the fair value of its derivatives using quoted exchange rates from financial institutions. The earnings impact resulting from the derivative instruments is recorded in the other (loss) income line item within the consolidated statement of operations.

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.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an agreement exists, delivery has occurred, the Company's price to the buyer is fixed and determinable and collectability is reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the risks and rewards of ownership. Revenue is recorded net of provisions for returns, allowances, rebates, and discounts.

76

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

1.    Operations and Summary of Significant Accounting Policies (Continued)

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 accruals for warranties based on historical experience and expectations of future occurrence. Warranty costs are recorded as a component of cost of goods sold and are classified as accrued expenses or other liabilities depending on the timing of expected payments.

Shipping and Handling Costs

The Company classifies all shipping and handling charges as cost of goods sold.

Advertising Costs

The Company expenses all advertising costs as incurred. Advertising costs for 2014, 2013, and 2012 were $3.1 million, $3.1 million, and $3.3 million, respectively.

Translation of Foreign Currencies

Assets and liabilities of non-U.S. subsidiaries are translated to U.S. dollars at the rate of exchange in effect on the balance sheet date. Income and expenses are translated to U.S. dollars at the weighted average rates of exchange prevailing during the year. Foreign currency gains and losses resulting from the remeasurement of inter-company amounts that are not of a long-term investment nature into local currencies and certain indebtedness of foreign subsidiaries denominated in U.S. dollars are included in other (loss) income, net and amounted to losses of $24.2 million in 2014 and income of $7.6 million and $4.9 million in 2013 and 2012, respectively. Foreign currency gains and losses resulting from transactions in the ordinary course of business are recorded in selling and general expenses. Foreign currency translation gains and losses recorded in selling and general expenses were not significant for any period presented.

Recent Accounting Pronouncements

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 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.

2.    Inventories

Inventories, net of the allowance for obsolete inventory, were comprised of:

	December 31, 2014		December 31, 2013
Aluminum and steel coil	$	72,587	$	58,153
Raw materials	16,427		15,291
Work in process	2,467		1,936
Finished products	14,904		14,380
Total inventories, net	$	106,385	$	89,760

77

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

2.     Inventories (Continued)

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 represent both painted and bare coil. Inventories are net of related reserves totaling $2.5 million and $2.4 million at December 31, 2014 and December 31, 2013, respectively.

Activity in the allowance for obsolete inventory was as follows:

	2014			2013			2012
Balance, beginning of year	$	2,441		$	2,911		$	3,009
Charges to costs and expenses	4,037			3,972			4,386
Write-offs	(3,883		)	(4,487		)	(4,534		)
Foreign currency translation	(129		)	45			50
Balance, end of year	$	2,466		$	2,441		$	2,911

3.    Property, Plant, and Equipment

Property, plant, and equipment consisted of:

	December 31, 2014			December 31, 2013
Land and improvements	$	21,180		$	22,868
Buildings	54,557			57,555
Machinery and equipment	190,271			192,779
Construction in progress	4,949			3,948
Property, plant, and equipment, gross	270,957			277,150
Less accumulated depreciation	(159,793		)	(147,036		)
Property, plant, and equipment, net	$	111,164		$	130,114

Depreciation expense (including software amortization expenses disclosed below) for 2014, 2013, and 2012 was $19.1 million, $19.9 million, and $18.6 million, respectively.

As of December 31, 2014 and December 31, 2013, unamortized computer software costs totaling $5.2 million and $6.7 million, respectively, were recorded in property, plant and equipment. Amortization of capitalized computer software costs for 2014, 2013, and 2012 was $3.7 million, $4.3 million, and $3.5 million, respectively.

78

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

4.    Goodwill and Intangible Assets

Goodwill

Changes in the carrying amount of goodwill for the years ended December 31, 2014 and December 31, 2013 are as follows:

	U.S. Residential Products		U.S. Commercial Products		European Roll Coated Aluminum			European Engineered Products			Consolidated
Balance at December 31, 2012	$	72,243	$	9,067	$	105,165		$	12,900		$	199,375
Acquisition of Cleveland Tubing, Inc.	48		—		—			—			48
Foreign currency translation	—		—		4,384			246			4,630
Balance at December 31, 2013	72,291		9,067		109,549			13,146			204,053
Foreign currency translation	—		—		(13,119		)	(776		)	(13,895		)
Balance at December 31, 2014	$	72,291	$	9,067	$	96,430		$	12,370		$	190,158

Accumulated impairment losses as of December 31, 2014 were $150.6 million for U.S. Residential Products, $58.7 million for U.S. Commercial Products, $53.0 million for European Roll Coated Aluminum Products and $9.6 million for European Engineered Products. Accumulated impairment losses as of December 31, 2013 were $150.9 million for U.S. Residential Products, $58.7 million for U.S. Commercial Products, $60.2 million for European Roll Coated Aluminum and $10.2 million for European Engineered Products. Changes in accumulated impairment losses resulted from foreign currency translation adjustments related to goodwill in the Company's foreign reporting units.

Annual Impairment Test

Goodwill is tested for impairment annually on the first day of the fourth quarter or more frequently if events or circumstances indicate the potential for impairment. For impairment testing purposes, five reporting units have been identified at the operating segment level, primarily based upon the nature of discrete businesses comprising the Company's operations. As of December 31, 2014, goodwill has been allocated to four of the identified reporting units.

The impairment test for goodwill is a two-step process. If the carrying value of the reporting unit exceeds its fair value, the goodwill is potentially impaired and the implied fair value of goodwill must be determined by estimating the fair value of the reporting units and allocating such value to the tangible and identifiable intangible assets of each reporting unit. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized equal to the excess of the carrying amount of goodwill over its implied fair value. The Company determines the fair value of each reporting unit based on an income approach, using a discounted cash flow analysis, and a market valuation approach, using market multiples of publicly traded guideline companies. The discounted cash flow analysis requires various judgmental assumptions about future cash flows, growth rates, and the weighted average cost of capital.

Various assumptions, including assumptions regarding future cash flows, market multiples, growth rates and discount rates, are made in the assessment of goodwill for impairment. The assumptions about future cash flows and growth rates are based on the current business plans of the reporting unit. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the reporting unit. These assumptions and estimates are complex and often subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in the Company's business strategy and internal forecasts.

No impairment charges were recorded based upon impairment testing performed in 2014, 2013 or 2012.

79

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

4.    Goodwill and Intangible Assets (Continued)

Intangible Assets

Intangible assets consisted of the following:

	As of December 31, 2014							As of December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets subject to amortization:
Customer relationships	$	205,760	$	(179,445	)	$	26,315	$	215,922	$	(175,291	)	$	40,631
Patents	5,994		(5,599		)	395		5,993		(5,020		)	973
	211,754		(185,044		)	26,710		221,915		(180,311		)	41,604
Intangible assets not subject to amortization:
Trade names	6,100		—			6,100		6,100		—			6,100
Total intangible assets	$	217,854	$	(185,044	)	$	32,810	$	228,015	$	(180,311	)	$	47,704

The aggregate amortization expense for intangible assets for 2014, 2013, and 2012 was $13.5 million, $15.2 million, and $16.1 million, respectively. The average useful lives of the Company's customer relationships and patents are 12 years and 10 years, respectively. Based on the carrying value of identified intangible assets recorded at December 31, 2014, and assuming no subsequent impairment of the underlying assets, the aggregate annual amortization expense for the next 5 years is expected to be as follows:

	Amortization of Intangible Assets
2015	$	11,919
2016	10,597
2017	4,446
2018	497
2019	192

5.    Long-Term Debt

Long-term debt obligations consisted of the following:

	December 31, 2014		December 31, 2013
Senior Secured Notes (9.5%)	$	375,000	$	375,000
Senior Unsecured Loan Facility (12.25%)	124,233		123,640
ABL Credit Facility	35,619		36,756
Dutch Revolving Credit Facility	3,532		—
French Credit Facility	1,131		—
Total debt	539,515		535,396
Less: current portion	4,663		—
Total long term debt	$	534,852	$	535,396

80

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

5.     Long-Term Debt (Continued)

On March 18, 2011, Euramax International, Inc. (“Euramax International”), a 100% owned subsidiary of Euramax Holdings, Inc. ("Euramax Holdings"), issued $375 million of Senior Secured Notes (the “Notes”) in a private placement exempt from registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). Concurrent with the issuance of the Notes, Euramax International, Euramax Holdings, and certain of its domestic subsidiaries entered into a new senior unsecured loan facility (the “Senior Unsecured Loan Facility”) with an aggregate principal amount of $125 million issued at 98% of par and an Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement (the “ABL Credit Facility”), which provided revolving credit financing of up to $70 million. Direct and incremental debt issuance costs related to the Notes, Senior Unsecured Loan Facility, and ABL Credit Facility, including legal fees, printing costs and bank fees totaled approximately $10.6 million and have been capitalized and reported as deferred financing costs within other assets. These costs are being amortized and recorded in interest expense using the effective interest rate method over the term of the applicable agreement.

The Company has $535.6 million of outstanding debt that will mature in 2016. Additionally, the Company has current borrowings of $4.7 million, which the Company expects to repay during 2015. There are no other maturities of long term debt in the next five years.

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, 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 non-voting capital stock of foreign restricted subsidiaries directly owned by us 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 restrictive covenants also prohibit 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.

81

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

5.     Long-Term Debt (Continued)

In connection with the sale of the Notes, Euramax International, the guarantors, and the initial purchasers entered into a registration rights agreement. Pursuant to the registration rights agreement, Euramax International and the guarantors agreed to file a registration statement with the Securities and Exchange Commission with respect to publicly registered Notes having identical terms to the outstanding Notes. The Securities and Exchange Commission declared the Company's registration statement with respect to the Notes effective on December 22, 2011. On December 23, 2011, the Company launched a registered tender offer in which the holders of the outstanding Notes were given the opportunity to exchange their Notes for the exchange notes. The exchange offer was completed on January 26, 2012 with 100% of the $375 million9.50% Notes due 2016 tendered in the exchange offer.

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 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 ($0.8 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 December 31, 2014 was 12.25%, as the Company 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.

82

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

5.     Long-Term Debt (Continued)

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 and matures on March 1, 2018. However, if the Administrative Agent has not received on or before December 31, 2015, evidence satisfactory to such agent that the scheduled maturity dates of the indebtedness arising under the Indenture and the Senior Unsecured Loan Facility, in each case, have been extended to a date that is at least 90 days after March 1, 2018, then the maturity date for the ABL Credit facility will accelerate to January 31, 2016. In March 2014, Wells Fargo Capital Finance, LLC ceased to be Co-Collateral Agent and a Lender under the ABL Credit Facility. As of December 31, 2014, $34.4 million was available to be drawn on the ABL 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.

83

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

5.     Long-Term Debt (Continued)

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 the Company has made under the ABL Credit Facility. As of December 31, 2014, the applicable margins were 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 applicable margins were subject to Euramax International's corporate credit rating as determined from time to time by Standard and Poor's and Moody's Investors Service and ranged from 2.00% to 2.75% for LIBOR borrowings and 1.00% to 1.75% for Base Rate borrowings. The weighted average interest rate, including the applicable margin payable on outstanding borrowings under the ABL Credit Facility, at December 31, 2014 was 2.41%. 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 (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 December 31, 2014, excess availability exceeded 12.5% of the borrowing base; therefore, Euramax International was not required to meet the 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, B.V., 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 December 31, 2014, including the margin payable on outstanding borrowings under the Dutch Revolving Credit Facility, was 2.26%. All obligations under the Dutch Revolving Credit Facility are secured by a mortgage on the real estate of Euramax Coated Products, B.V., a pledge on present and future machinery and present and future accounts receivable balances of Euramax Coated Products, B.V. At December 31, 2014, $14.6 million (EUR 12.1 million) was available to be drawn on the Dutch Revolving Credit Facility.

84

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

5.     Long-Term Debt (Continued)

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, B.V., both measured at the Company's fiscal year end. The Dutch Revolving Credit Facility also contains a clause limiting further indebtedness. As of December 31, 2014, Euramax Coated Products, B.V. is in compliance with all covenants.

6.    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.

In 2014, the Company 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 , therefore, the gains and losses on these contracts are recorded in other (loss) income, net in the consolidated statement of operations. In fiscal years 2014, 2013, and 2012, the Company recognized a gain of $1.1 million, a loss of $0.4 million, and a loss of $0.3 million, respectively, related to these forward contracts.

As of December 31, 2014 and December 31, 2013, derivatives totaling approximately $0.5 million and $(0.2) million are carried at fair value in the consolidated balance sheets in the line item other current assets and accrued expenses, respectively. The Company has determined that the fair value of the foreign exchange contracts are level 2 measurements in the fair value hierarchy. To measure the fair value of the foreign exchange contracts, the Company obtained quotations from financial institutions. The total notional value of derivatives related to foreign exchange contracts of this type as of December 31, 2014 and December 31, 2013, totaled approximately $9.0 million and $9.4 million, respectively.

The following table summarizes the effect of the Company's derivative instruments on the consolidated statements of operations for the years ended December 31, 2014, December 31, 2013, and December 31, 2012:

		Amount of Pretax (Loss) Income Recognized in Earnings
		Year Ended
	Location of (Loss) Income	December 31, 2014		December 31, 2013			December 31, 2012
Derivatives not designated as hedging instruments
Foreign exchange contracts	Other (loss) income	$	1,128	$	(364	)	$	(289	)

85

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

6.     Fair Value Measurements (Continued)

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.

In 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, represent the difference between the carrying value prior to the reclassification and the fair value. The fair value of assets held for sale 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.

In the fourth quarter of 2013, the Company recorded a loss of approximately $1.1 million in other operating charges related to the impairment of an in-process Enterprise Resource Planning (ERP) implementation at the European Engineered Products segment. The Company determined that previously capitalized software costs associated with the implementation should be impaired due to the decision to discontinue implementation of the related ERP. The project was previously included in the construction in progress balance within property, plant, and equipment, net, in the consolidated balance sheet and was completely impaired as of December 31, 2013.

The Company did not record any impairment charges related to assets measured at fair value on a nonrecurring basis during the years ended December 31, 2014 or December 31, 2012.

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 December 31, 2014, the carrying amount and fair value of our Notes were $375.0 million and $346.9 million, respectively. As of December 31, 2013, the carrying amount and fair value of our Notes were $375.0 million and $375.0 million, respectively.

The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The fair value of these financial instruments approximates their carrying value at December 31, 2014 and December 31, 2013. The Company places its cash and cash equivalents with high credit quality institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation insurance limit; however, the Company believes that its credit risk exposure is not significant due to the high credit quality of the institutions. The Company routinely assesses the financial strength of its customers, monitors past due balances based on contractual terms, and generally does not require collateral. The Company has a concentration of credit risk with customers in the U.S. home improvement retail, U.S. and European RV, U.S. and European commercial construction and U.S. home improvement contractor industries.

86

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

7.    Common Stock

The Company has authorized 1,200,000 shares consisting of 600,000 shares of Class A voting common stock, par value of one dollar ($1.00) per share, and 600,000 shares of Class B convertible restricted voting common stock, par value of one dollar ($1.00) per share. As of December 31, 2014, the Company had 195,502 issued and outstanding shares of Class A voting common stock with a par value of one dollar ($1.00) per share. Except with respect to voting rights, all shares of Class A voting common stock and Class B convertible restricted voting common stock are identical in all respects and entitle the holder thereof to the same rights, preferences and privileges, and are subject to the same qualifications, limitations and restrictions, all as described in the Company's Certificate of Incorporation. The ABL Credit Facility contains certain restrictions on the payment of cash dividends.

The holders of Class A voting common stock are entitled to one vote per share on all matters voted on by the Company's stockholders, and the holders of Class B convertible restricted voting common stock are generally entitled to one vote per ten (10) shares held on any matters to be voted on by the Company's stockholders, with exceptions as noted in the Company's Certificate of Incorporation. In addition, each share of Class B convertible common stock may be converted at any time into one share of Class A common stock at the option of the holder.

The Company is party to a stockholders agreement with the existing holders of its common stock. The stockholders agreement provides that stockholders holding a majority of the Company's outstanding stock must approve, among other things: (i) the Company's engagement in a public offering, (ii) amendment or restatement of the Company's charter or bylaws, (iii) any increase or decrease in the number of directors on the board and (iv) any actions, approval or agreement with respect to the foregoing provision. The agreement imposes transfer restrictions that control the manner in which the Company's stockholders may transfer their shares. The agreement also provides for preemptive rights. The preemptive rights do not apply in connection with a public offering.

In addition, the Company is party to a registration rights agreement with its existing shareholders. Under the registration rights agreement, a stockholder who holds "registrable securities" may request that the Company register such securities through a demand registration or a piggyback registration. Registrable securities include the common stock delivered to the Company's stockholders and common stock issued to management under our Executive Incentive Plan.

8.    Stock Compensation

Employees of the Company have participated in various stock-based compensation plans. Restricted stock awards and restricted stock units have been granted under the plans. Participation in these plans is reflected as compensation to the Company's employees and is included in selling and general expenses in the consolidated statement of operations. Compensation is recorded based upon the estimated fair value of the award on the date of grant and is recognized on a straight-line basis over the period that the award vests.

Restricted Stock Awards and Restricted Stock Units

Effective September 24, 2009, the Company adopted the Euramax Holdings, Inc. Executive Incentive Plan (the "Plan"). Under the Plan, the Company reserved 21,737 restricted shares of Class A Common Stock for issuance to selected officers, directors and other key employees. To the extent that shares issued under the plan are forfeited or the award terminates, such shares may be reissued under the plan. The plan terminates on September 23, 2019.

87

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

8.     Stock Compensation (Continued)

A summary of changes in unvested shares of restricted stock for the year ended December 31, 2014 are as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2013	2,675		$	512
Granted	1,100		395
Vested	(988	)	547
Forfeited	(25	)	577
Outstanding at December 31, 2014	2,762		$	452

During 2014, the Company granted 1,100 shares of restricted stock awards and no restricted stock units to employees under the plan. During 2013, the Company granted 1,600 shares of restricted stock awards and 500 restricted stock units. The shares of restricted stock awards and restricted stock units vest ratably over four years based upon continued employment or immediately upon a change in control or termination of employment by reason of death or disability. Restricted stock units are required to be settled by the issuance of shares of the Company's common stock. Shares issued pursuant to the plan are subject to a stockholders agreement (the Stockholders Agreement) entered into in 2009. The Stockholders Agreement contains certain restrictions on the ability of stockholders to transfer common stock of the Company. The Stockholder Agreement also provides stockholders with customary tag-along rights and drag-along rights with respect to certain transfers of stock or equity securities of the Company and customary preemptive rights in connection with the issuance of common stock or equity securities by the Company.

The fair value of restricted stock awards and restricted stock units was estimated on the date of grant based on the estimated fair value of the Company's Class A common stock determined using an income and market valuation analysis. The weighted average grant date fair value of the 2014, 2013, and 2012 grants were $395, $453 and $784 per share, respectively. During 2014, 2013, and 2012, the Company recognized expense of approximately $0.5 million, $2.2 million, and $3.0 million related to shares of restricted stock awards and restricted stock units.

Determining the fair value of the Company's common stock requires making complex and subjective judgments. Accordingly, the Company performed valuations using an income and market approach for grants made during 2014 and 2013. The Company's income approach to valuation is based on a discounted future cash flow approach that uses its estimates of revenue, driven by assumed market growth rates, and estimated costs as well as appropriate discount rates. The Company's revenue forecasts are based on expected annual growth rates and other assumptions that are consistent with the plans and estimates the Company uses to manage the business. The Company applied discount rates of 11.5% and 11.0% in 2014 and 2013, respectively, to calculate the present value of its future cash flows, which was determined using the Capital Asset Pricing Model. The Company also applied a 25% lack of marketability discount, which accounts for the fact that private companies are less liquid than similar public companies, and a 20% minority interest discount. These discounts were estimated based on comparable market transactions and other analyses.

As of December 31, 2014, the Company had approximately $0.9 million of unrecognized compensation cost related to stock-based compensation arrangements granted under the Plan. This cost is expected to be recognized as stock-based compensation expense over a weighted-average period of approximately 3 years.

88

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

9.    Income Taxes

The (benefit from) provision for income taxes is comprised of the following:

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Current:
United States
Federal	$	(434	)	$	(12,095	)	$	346
State	148			179			77
Foreign	1,102			201			72
Total Current	816			(11,715		)	495
Deferred:
United States
Federal	903			1,744			1,300
State	181			(1,797		)	212
Foreign	(2,702		)	(2,993		)	(3,730		)
Total Deferred	(1,618		)	(3,046		)	(2,218		)
	$	(802	)	$	(14,761	)	$	(1,723	)

The U.S. and foreign components of loss from continuing operations before income taxes are as follows:

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
United States	$	(53,207	)	$	(22,438	)	$	(21,215	)
Foreign	(6,874		)	(17,218		)	(17,276		)
	$	(60,081	)	$	(39,656	)	$	(38,491	)

89

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

9.     Income Taxes (Continued)

Reconciliation of the differences between income taxes computed at the U.S. Federal statutory tax rate and the Company's income tax benefit follows:

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Tax benefit at U.S. Federal statutory rate	$	(21,029	)	$	(13,880	)	$	(13,472	)
State income taxes, net of U.S. Federal income tax benefit	214			(1,052		)	188
Earnings taxed at rates different than the U.S. Federal statutory rate	(8,188		)	(6,051		)	(6,271		)
Changes in enacted tax rates	346			488			(63		)
Change in valuation allowances	18,824			16,722			16,310
Impact of changes in uncertain tax positions	245			(12,179		)	386
Unrecognized foreign loss	8,447			—			—
Other, net	339			1,191			1,199
	$	(802	)	$	(14,761	)	$	(1,723	)

At December 31, 2014 and December 31, 2013, the tax-effected temporary differences are as follows:

	Asset (Liability)
	December 31, 2014			December 31, 2013
Current deferred tax assets/liabilities
Accrued expenses	$	322		$	1,200
Accounts receivable	431			595
Inventories	845			(2		)
Other	1,506			1,790
Valuation allowance	(3,573		)	(3,608		)
Total current	(469		)	(25		)
Non-current deferred tax asset/liabilities
Property, plant, and equipment	(14,400		)	(20,392		)
Customer relationships	(16,559		)	(19,991		)
Net operating losses	104,232			89,678
Other	6,723			4,790
Valuation allowance	(95,890		)	(72,978		)
Total non-current	(15,894		)	(18,893		)
Total, net	$	(16,363	)	$	(18,918	)

Total gross deferred tax assets were $117.2 million and $72.7 million as of December 31, 2014 and December 31, 2013, respectively. Total gross deferred tax liabilities were $34.1 million and $15.0 million as of December 31, 2014 and December 31, 2013, respectively.

90

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

9.     Income Taxes (Continued)

U.S. taxes have been provided on certain undistributed earnings of foreign subsidiaries because of certain U.S. deemed dividend inclusion rules. The remaining undistributed earnings are considered to be permanently reinvested and therefore deferred taxes have not been provided. Upon distribution of those earnings in the form of dividends or otherwise, the Company could be subject to U.S. income taxes and withholding taxes payable to non-U.S. jurisdictions. The determination of the amount of the unrecognized deferred tax liability for temporary differences related to investments in foreign subsidiaries is not practicable because of the complexities of the hypothetical calculation. All domestic NOLs and other operating loss carryforwards are potentially subject to certain statutory limitations on future use.

The Company has U.S. federal, U.S. state and foreign NOL carry forwards as follows:

	NOL		Year of
Jurisdiction	Amount		Expiration
Domestic	$	823.6	2014 - 2034
Foreign - unlimited carry forward	36.1		Unlimited
Foreign - limited carry forward	$	9.6	2020 - 2023

The Company's valuation allowance was $99.5 million and $76.6 million as of December 31, 2014 and December 31, 2013, respectively.

A reconciliation of the beginning and ending amount of world-wide valuation allowances is as follows:

	2014			2013			2012
Balance, beginning of year	$	(76,586	)	$	(57,734	)	$	(46,323	)
Additions	(22,877		)	(18,852		)	(11,411		)
Reductions	—			—			—
Balance, end of year	$	(99,463	)	$	(76,586	)	$	(57,734	)

In 2014, 2013 and 2012, the Company recorded valuation allowances against certain of its deferred tax assets subsequent to analyzing recoverability of its gross asset. The Company analyzed the four sources of taxable income described in ASC 740 and determined that a valuation allowance is required to reduce a portion of its U.S. and foreign deferred tax assets, as it is more likely than not that some portion of the deferred tax assets will not be realized.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

	2014			2013			2012
Balance, beginning of year	$	(2,192	)	$	(11,209	)	$	(11,395	)
Reductions for expiration of the applicable statute of limitations	—			8,954			—
Reductions for tax positions of prior years	—			145			466
Additions for tax positions of current year	(336		)	—			(243		)
Additions for tax positions of prior years	(252		)	—			—
Foreign currency translation	312			(82		)	(37		)
Balance, end of year	$	(2,468	)	$	(2,192	)	$	(11,209	)

91

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

9.     Income Taxes (Continued)

On December 31, 2014 and December 31, 2013, the gross amount of unrecognized tax benefits was $2.5 million and $2.2 million, respectively, exclusive of interest and penalties. As of December 31, 2014 and December 31, 2013, if we were to prevail on all unrecognized tax benefits, $2.5 million and $2.2 million, respectively, would have benefited the effective tax rate.

The Company recognizes interest and penalties related to unrecognized tax benefits in provision for income taxes in the consolidated statements of operations. The Company had approximately $0.2 million, $0.2 million and $3.3 million in interest accrued at December 31, 2014, December 31, 2013 and December 31, 2012, respectively. Interest and penalties recognized in 2014, 2013 and 2012 were an expense of $0.1 million, an expense of $3.2 million and an expense of $0.4 million, respectively.

During the third quarter ended September 27, 2013, the statute of limitations expired for an uncertain tax position taken in a prior year. As a result, the Company recognized $9.0 million in previously unrecognized tax benefit and an additional $3.2 million related to the reversal of accrued interest and penalties associated with the position.

During the next 12 months, the Company does not expect to have any significant reversal of gross unrecognized tax benefits. The Company files income tax returns in the U.S. federal and state and local jurisdictions, and in the UK, Canada, the Netherlands, and France. Under the generally accepted statute of limitation rules, the Company is not subject to changes in income taxes by any taxing jurisdiction for years prior to 2010. In the fourth quarter of 2014, the Company received an assessment from the Dutch Taxing Authority regarding certain tax positions in its fiscal 2011 and 2012 tax filings. The assessment for fiscal years 2011 and 2012 totaled approximately $3.3 million and $3.5 million, respectfully. The Company has determined based on the facts and circumstances of the case that the Company’s position is more likely than not to be upheld on appeal.  Accordingly, the Company has not recorded a reserve for any potential liability as of December 31, 2014. 

10.    Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income (loss) by component for the year ended December 31, 2014 were as follows:

	Foreign Currency Translation Adjustments		Defined Benefit Pension Plan Adjustments			Total
Balance, beginning of period	$	19,281	$	(8,360	)	$	10,921
Other comprehensive (loss) income before reclassifications	276		(6,104		)	(5,828		)
Amounts reclassified from accumulated other comprehensive income (loss)	—		72			72
Net other comprehensive (loss) income	276		(6,032		)	(5,756		)
Balance, end of period	$	19,557	$	(14,392	)	$	5,165

Amounts reclassified from the defined benefit pension plan adjustments component of accumulated other comprehensive (loss) income 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. The accumulated tax effect related to the defined benefit pension plan adjustments component of accumulated other comprehensive (loss) income was a provision of $0.3 million and $0.3 million as of December 31, 2014 and December 31, 2013. There are no tax impacts related to the foreign currency translation adjustment component of accumulated other comprehensive (loss) income as the earnings of subsidiaries are considered to be permanently invested.

92

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11.    Employee Benefit Plans

Retirement Plans

Defined Benefit

The Company maintains a non-contributory defined benefit pension plan covering substantially all U.S. hourly employees (the U.S. Plan) employed as of April 3, 2010. In addition, the employees at Euramax Coated Products Limited and Euramax Solutions (formerly 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.

The following table sets forth the reconciliations of the change in projected benefit obligations and plan assets, the funded status of the Company's defined benefit plans and the amounts recognized in the Company's consolidated balance sheets:

	Year Ended
	December 31, 2014						December 31, 2013
	U.S.			UK			U.S.			UK
Change in benefit obligation:
Projected benefit obligation at beginning of year	$	11,600		$	50,029		$	13,052		$	48,215
Service cost	59			—			64			—
Interest cost	555			2,204			519			2,046
Actuarial loss (gain)	3,021			4,046			(1,648		)	732
Benefits paid	(271		)	(2,100		)	(387		)	(1,933		)
Currency translation adjustment	—			(3,185		)	—			969
Projected benefit obligation at end of year	14,964			50,994			11,600			50,029
Accumulated benefit obligation at end of year	14,964			50,994			11,600			50,029
Change in plan assets:
Fair value of plan assets at beginning of year	9,290			30,151			7,897			29,427
Actual gain (loss) on plan assets	475			1,150			1,744			(200		)
Expected return on assets	—			1,861			—			1,661
Employer contributions	208			825			75			626
Administrative expenses	(60		)	—			(39		)	—
Benefits paid	(271		)	(2,100		)	(387		)	(1,933		)
Currency translation adjustment	—			(1,877		)	—			570
Fair value of plan assets at end of year	9,642			30,010			9,290			30,151
Funded status	$	(5,322	)	$	(20,984	)	$	(2,310	)	$	(19,878	)
Amounts recognized in the consolidated balance sheets:
Other liabilities	$	(5,322	)	$	(20,984	)	$	(2,310	)	$	(19,878	)

93

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11.     Employee Benefit Plans (Continued)

Pre-tax amounts in accumulated other comprehensive income not yet recognized as components of net periodic pension cost are as follows:

	December 31, 2014			December 31, 2013
Net actuarial loss	$	(14,069	)	$	(8,115	)
Net amounts recognized in balance sheets	$	(14,069	)	$	(8,115	)

Amounts in accumulated other comprehensive income expected to be recognized as components of net periodic pension costs in 2015 are not significant.

Pre-tax amounts recognized in other comprehensive income consist of the following:

	Year Ended
	December 31, 2014						December 31, 2013					December 31, 2012
	U.S.			UK			U.S.		UK			U.S.			UK
Net actuarial (loss) gain	$	(3,344	)	$	(2,746	)	$	2,730	$	(972	)	$	(743	)	$	1,483
Amortization of actuarial loss	—			72			292		36			252			92
Total recognized in other comprehensive income (loss)	$	(3,344	)	$	(2,674	)	$	3,022	$	(936	)	$	(491	)	$	1,575

The Company expects to contribute zero and $2.2 million to its U.S. and UK plans, respectively, during fiscal 2015.

Weighted average assumptions used in computing the benefit obligations are as follows:

	December 31, 2014				December 31, 2013
	U.S.		UK		U.S.		UK
Weighted-average assumptions
Discount rate	3.92	%	3.65	%	4.90	%	4.50	%

94

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11.     Employee Benefit Plans (Continued)

Weighted average assumptions used in computing net periodic pension cost are as follows:

	Year Ended
	December 31, 2014				December 31, 2013				December 31, 2012
	U.S.		UK		U.S.		UK		U.S.		UK
Weighted-average assumptions
Discount rate	4.90	%	4.50	%	4.01	%	4.50	%	4.40	%	4.90	%
Expected long-term rate of return on plan assets	8.00	%	6.17	%	8.00	%	6.01	%	8.00	%	6.47	%

Net periodic pension cost for the plans includes the following components:

	Year Ended
	December 31, 2014						December 31, 2013						December 31, 2012
	U.S.			UK			U.S.			UK			U.S.			UK
Components of net periodic pension cost
Service cost	$	59		$	—		$	64		$	—		$	59		$	—
Interest cost	555			2,204			519			2,046			513			2,371
Expected return on assets	(739		)	(1,861		)	(623		)	(1,661		)	(576		)	(1,680		)
Amortization of actuarial loss	—			76			292			36			252			92
Total Company defined benefit net periodic pension cost (income)	(125		)	419			252			421			248			783
Multi-employer benefit expense	1,197			—			1,158			—			1,303			—
Multi-employer pension withdrawal penalty	—			—			—			—			39			—
Net periodic pension cost	$	1,072		$	419		$	1,410		$	421		$	1,590		$	783

The following table sets forth the actual asset allocation for the plans as of December 31, 2014, December 31, 2013, and December 31, 2012 and the target asset allocation for the plans:

	December 31, 2014				December 31, 2013				December 31, 2012				Target
	U.S.		UK		U.S.		UK		U.S.		UK		U.S.		UK
Equity securities	65	%	—	%	71	%	—	%	66	%	—	%	55	%	—	%
Debt securities	18	%	40	%	18	%	36	%	22	%	36	%	19	%	35	%
Cash and cash equivalents	2	%	1	%	1	%	—	%	1	%	1	%	3	%	—	%
Investment funds	15	%	59	%	10	%	64	%	11	%	63	%	23	%	65	%

To develop the expected long-term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio.

95

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11.     Employee Benefit Plans (Continued)

The investment strategy of the plans is to ensure, over the long-term life of the plan, an adequate pool of assets along with contributions by the Company to support the benefit obligations to participants, retirees, and beneficiaries. The Company desires to achieve market returns consistent with a prudent level of diversification. All investments are made solely in the interest of each plan's participants and beneficiaries for the exclusive purposes of providing benefits to such participants and their beneficiaries and defraying the expenses related to administering the plan. The target allocation of all assets is to reflect proper diversification in order to reduce the potential of a single security or single sector of securities having a disproportionate impact on the portfolio. The Company utilizes an outside investment consultant and investment manager to implement its investment strategy. Plan assets are generally invested in liquid funds that are selected to track broad market equity and bond indices. Investment performance of plan assets is reviewed semi-annually and the investment objectives are evaluated over rolling four year time periods.

The following table presents the fair value of the U.S. Plan pension assets classified under the appropriate level of fair value hierarchy as of December 31, 2014 and December 31, 2013:

	December 31, 2014								December 31, 2013
Asset Category	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents(a)	$	241	$	—	$	—	$	241	$	88	$	—	$	—	$	88
Equity securities
U.S Equities (b)	6,281		—		—		6,281		5,245		—		—		5,245
Global Equities (c)	542		—		—		542		1,298		—		—		1,298
Debt securities (d)	1,693		—		—		1,693		1,699		—		—		1,699
Investment funds (e)	885		—		—		885		960		—		—		960
Total U.S. Plan Assets	$	9,642	$	—	$	—	$	9,642	$	9,290	$	—	$	—	$	9,290

(a) Cash and cash equivalents consists of a short term investment in marketable securities valued at cost.

(b) U.S. equities consist of exchange traded funds valued at closing price on the active market which they are traded.

(c) Global equities consist of mutual funds invested in international equities. The value is based on the net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on quoted market prices for underlying equities. The funds have regularly occurring transactions and regularly available pricing.

(d) Debt securities consist of mutual funds invested in fixed income securities. The value is based on the net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on market value of the underlying assets. The funds have regularly occurring transactions and regularly available pricing.

(e) Investment funds consist of balanced equity and debt mutual funds. The value is based on net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on the market value of the underlying assets. The funds have regularly occurring transactions and regularly available pricing.

96

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11.     Employee Benefit Plans (Continued)

The following table presents the fair value of the UK Plan pension assets classified under the appropriate level of fair value hierarchy as of December 31, 2014 and December 31, 2013:

	December 31, 2014								December 31, 2013
Asset Category	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents (f)	$	174	$	—	$	—	$	174	$	180	$	—	$	—	$	180
Debt securities (g)	11,898		—		—		11,898		10,805		—		—		10,805
Investment Funds (h)	17,938		—		—		17,938		9,891		9,275		—		19,166
Total UK Plan Assets	$	30,010	$	—	$	—	$	30,010	$	20,876	$	9,275	$	—	$	30,151

(f) Cash and cash equivalents consists of cash held in bank accounts and short term investments valued at cost.

(g) Debt securities consist of a mutual fund invested in corporate bonds. The value is based on the net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on market prices for underlying assets. The fund has regularly occurring transactions and regularly available pricing.

(h) Investment Funds consist of mutual and pooled pension funds. The value is based on the net asset value of the fund divided by the number of shares outstanding. The net asset value is based on market prices for underlying assets. The funds have regularly available pricing. The funds are classified as Level 1 or Level 2 based on the volume of market activity.

Total benefit payments expected to be paid to participants from the plans are as follows:

	Expected Benefit Payments
	U.S.		UK
2015	$	291	$	1,669
2016	330		1,704
2017	368		1,810
2018	425		1,869
2019	475		1,908
2020 - 2024	3,440		11,013

Multi-employer Benefit Plans

The Company makes contributions to two multi-employer defined benefit pension plans based on obligations under collective bargaining agreements covering employees in our Feasterville, Pennsylvania and Ivyland, Pennsylvania locations. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

a) Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

b) If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

c) If the Company chooses to stop participating in one of its multiemployer plans, it may be required to pay the plan an amount based on the underfunded status of the plan, referred to as withdrawal liability.

97

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11.     Employee Benefit Plans (Continued)

Withdrawal Activity

In prior years, the Company made payments based on hours worked into a multi-employer pension trust established for the benefit of certain collective bargaining employees in our Romeoville, Illinois location. During the second quarter of 2011, the Company announced plans to move its operations in Romeoville, IL to its existing facility in Nappanee, IN. This move, intended to reduce fixed overhead costs, triggered an early withdrawal from the Central States, Southeast and Southwest Areas Pension Plan benefiting hourly employees at the Romeoville facility. As a result, the Company recorded a $1.2 million charge in its U.S. Residential Products segment for liabilities associated with this withdrawal. The liability represents the present value of future payments for the Company's proportionate share of unfunded vested benefits under the multiemployer plan. The Company received notification of the final assessment from the plan trustee in July 2012. The total withdrawal liability was determined to be $1.2 million and will be settled over a 20 year period.

Plan Contributions

The Company’s participation in these plans for the annual period ended December 31, 2014, is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number (EIN) and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act (PPA) zone status available in 2014 and 2013 is for the plan’s year-end as of December 31, 2013 and December 31, 2012, respectively. The zone status is based on information the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. This last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. The Company's contributions to the Teamsters Pension Trust Fund of Philadelphia and Vicinity have not exceeded 5% of total plan contributions for the fiscal years 2014, 2013 or 2012. The Company's contributions to the Warehouse Employees Local 169 and Employers Joint Pension Fund exceeded 5% in 2014, 2013 and 2012.

		Pension  Protection Act Zone Status			Company Contributions (in thousands)
												Expiration of Collective Bargaining Agreement
Plan Name	EIN/Pension Plan Number	2014	2013	FIP/RP Status Implemented	2014		2013		2012		Surcharge Imposed
Teamsters Pension Trust Fund of Philadelphia and Vicinity (1)	23-1511735/001	Yellow	Yellow	Implemented	$	248	$	220	$	213	No	12/31/2015
Warehouse Employees Local 169 and Employers Joint Pension Fund	23-6230368/001	Red	Red	Implemented	$	949	$	938	$	955	Yes	12/31/2017
Total contributions					$	1,197	$	1,158	$	1,168

(1) The Trustees of the Teamsters Pension Trust Fund of Philadelphia and Vicinity elected to apply the special amortization and special asset valuation provisions provided for under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (PRA 2010) for Plan Years beginning January 1, 2009 and later. The special amortization rule allows that portion of the plan’s experience loss attributable to net investment losses incurred in the year ended December 31, 2008 to be amortized over a 30-year period rather than a 15-year period. The special asset valuation rule allows the recognition of investment losses in the year ended December 31, 2008 to be spread over a 10-year period rather than a 5-year period.

98

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11.     Employee Benefit Plans (Continued)

Supplemental Executive Retirement Plan

The Company has a supplemental retirement plan for certain named members of management. At December 31, 2014 and December 31, 2013, the accrued liability for future benefits under the plan was $0.3 million and $0.2 million, respectively. This liability is recorded in other liabilities in the consolidated balance sheets. Benefits expense in 2014, 2013 and 2012 was not significant. Amounts recognized in or reclassified from other comprehensive income (loss) related to the Supplemental Executive Retirement Plan were not significant for 2014, 2013, or 2012.

Defined Contribution

The Company maintains two defined contribution retirement and savings plans for U.S. employees, which allow the employees to contribute a percentage of their pretax and/or after-tax income in accordance with specified guidelines. Historically, the Company matched a certain percentage of employee pre-tax contributions up to certain limits. Further, the plans provide for discretionary contributions by the Company based on years of service and age. The Company's match was suspended on October 1, 2014. The Company's expense in 2014, 2013 and 2012 was $0.4 million, $0.7 million and $0.6 million, respectively.

The Company also contributes to various defined contribution plans for European employees. Total contributions under these plans in 2014, 2013, and 2012 totaled $2.2 million, $2.2 million and $2.2 million, respectively.

Incentive Plans

The Company has an incentive compensation plan that covers key employees. The costs of the plan are computed in accordance with a formula that incorporates EBITDA (as defined in the plan) and return on average net assets. Compensation expense recorded under the plan in 2014, 2013, and 2012 was not significant.

In May 2011, the Company established the Phantom Stock Plan (the "Plan”) to provide a limited number of key employees a long term monetary incentive based on the financial condition and performance of the Company. The Plan allows for a maximum of 5,000 Phantom Shares, of which zero and 1,104 were granted during 2014 and 2013, respectively. Under the Plan, participants are granted Phantom Shares which entitle the participant to receive payments in cash which are determined based on the Company's earnings and outstanding debt as of the measurement date. In December 2012, the measurement date was amended from the original measurement date of December 31, 2013 to December 31, 2015. No other changes or amendments to the plan were made. Payments are to be made in two equal installments as of the last day of the first quarter of 2016 and 2017. Participants must be employed on the date of payout to be eligible for the cash reward. At each reporting date, the Company updates the liability related to this award based on grants, forfeitures, and other inputs, as applicable, which may result in recognition of additional expense or benefit. The Company determined as of December 31, 2013, the liability related to the Plan no longer met the probability threshold required by generally accepted accounting principles for recognition in the financial statements. As a result, previously recorded compensation expense of $2.4 million was reversed within selling, general, and administrative expenses during the fourth quarter of 2013. Total compensation expense related to the Plan recorded in fiscal year 2014 was zero and total compensation expense recorded in 2013 and 2012 were a benefit of $1.6 million and expense $0.3 million, respectively. As of December 31, 2014 and December 31, 2013, there is no associated liability reflected in the consolidated balance sheets. The Company believes payout related to the Plan is not probable.

99

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

12.    Commitments and Contingencies

Minimum commitments under long-term non-cancelable operating leases, principally for equipment and facilities at December 31, 2014, were as follows:

2015	$	10,760
2016	8,334
2017	7,134
2018	4,473
2019	2,389
Thereafter	6,117
	$	39,207

Rent expense under operating leases amounted to $12.0 million, $11.8 million, and $11.6 million for the years 2014, 2013, and 2012, respectively.

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 changes to customers in the future, it 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. At December 31, 2014, such fixed price purchase commitments were approximately $7.4 million for 2015 sales. 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 taken as a whole.

100

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

12.     Commitments and Contingencies (Continued)

Environmental Matters

The Company's operations are subject to federal, state, local and European 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 probable liability for significant 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 own 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 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 accruals for warranties based on historical experience and expectations of future occurrence. The warranty accrual is recorded in the consolidated balance sheets in the line items accrued expenses and other liabilities. Changes in the product warranty accrual are summarized follows:

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Balance, beginning of year	$	5,326		$	5,098		$	5,050
Payments made or service provided	(3,190		)	(3,480		)	(2,849		)
Warranty expense	1,996			3,639			2,948
Foreign currency translation	(162		)	69			(51		)
Balance, end of year	$	3,970		$	5,326		$	5,098

Collective Bargaining

As of December 31, 2014, approximately 10.4% of the Company's labor force is represented by collective bargaining agreements and 31.7% of the labor force is represented by work councils. Additionally, as of December 31, 2014, the Company is party to no expired collective bargaining agreements that are currently being negotiated. Approximately 1.1% of the Company's labor force is covered by a collective bargaining agreement that will expire within one year.

101

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

13.    Related-Party Transactions

Senior Unsecured Loan Facility

In March 2011, Euramax Holdings, Euramax International and certain of our 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. During the second quarter of 2014, Levine Leichtman Capital Partners assigned its holdings in the Senior Unsecured Loan Facility to Credit Suisse Loan Funding LLC and Sound Point Capital Management L.P. The amount outstanding under the Senior Unsecured Loan Facility as of December 31, 2014, and the maximum amount outstanding during 2014, was $125 million. Total interest on the Senior Unsecured Loan Facility for 2014, 2013, and 2012 totaled $15.3 million, $15.3 million and $15.6 million, respectively. For a description of the terms of the Senior Unsecured Loan Facility, refer to Note 5 Long-Term Debt.

14.    Other Operating Charges

Other operating charges incurred by operating segment were as follows:

	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
U.S. Residential Products	$	487	$	289	$	590
U.S. Commercial Products	1,555		621		290
European Roll Coated Aluminum	360		497		683
European Engineered Products	1,567		5,472		3,406
Other non-allocated	2,390		2,286		1,456
Total other operating charges	$	6,359	$	9,165	$	6,425

For the year ended December 31, 2014

Other operating charges are comprised of restructuring initiatives, facility closures, acquisition related costs and other operational initiatives. In 2014, the Company engaged a third party consulting firm to assist in the executive transition period and provide an assessment of its North American operations. As a result of the assessment, 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 America business will result in a more competitive platform that provides both meaningful operational and cost benefits. Total severance and related costs incurred in the year ended December 31, 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. Total severance on a segment basis is disclosed in the following paragraphs.

For the year ended December 31, 2014, other operating charges totaled $6.4 million and were primarily comprised of severance costs and legal and professional fees. Other non-allocated charges of $2.4 million were made up of severance and professional fees for consulting services during the executive transition period. Ongoing restructuring initiatives in the European Engineered Products segment totaled $1.6 million, including approximately $0.6 million of severance in the UK and $1.0 million of severance for various social programs in France. The remaining other operating charges were comprised of $0.8 million related to the write-off of assets recognized in prior periods for North America and $1.2 million in severance and relocation costs in the U.S. primarily related to the workforce rationalization and organizational initiatives to reduce operating costs and improve efficiencies. 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. The European Roll Coated Aluminum segment also incurred $0.4 million in severance and relocation associated with efforts to reduce operating costs and improve efficiencies.

102

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

14.    Other Operating Charges (Continued)

For the year ended December 31, 2013

For the year ended December 31, 2013, other operating charges totaled $9.2 million. Other operating charges in the European Engineered Products segment totaled $5.5 million primarily related to the relocation and consolidation of multiple plant facilities in the UK into one operating facility. These costs included $1.9 million of severance and relocation, a $1.6 million loss on the sale of land and buildings, a $1.1 million impairment of capitalized software costs as a result of the decision to abandon the implementation of an Enterprise Resource Planning System that did not align with the Company's relocation and consolidation activities and $0.9 million represents severance for various social programs in France.

Non-allocated other operating charges consisted primarily of $2.0 million related to the transition services agreement and various other expenses related to the resignation of the Company's chief executive officer in November 2013.

The remaining $1.7 million of other operating charges primarily consisted of severance and relocation costs in both the U.S. and Europe related to various organizational initiatives to reduce operating costs and improve efficiencies.

For the year ended December 31, 2012

For the year ended December 31, 2012, other operating charges of $6.4 million were primarily comprised of $3.4 million in restructuring and relocation initiatives in the European Engineered Products segment, including $3.2 million in severance and relocation charges related to the relocation of multiple plant facilities in the UK into one operating location and $0.2 million of severance charges for various social programs in France. Other operating charges also included $1.7 million of severance and relocation in both the U.S. and Europe related to cost savings initiatives and restructuring activities, $1.0 million of legal and professional fees related to the Company's North America reorganization and $0.3 million of costs related to the acquisition of Cleveland Tubing, Inc.

15.    Segment Information

The Company manages its business and serves its customers through reportable segments differentiated by product type, end market, and geography. Beginning in 2014, the Company has included net sales and the related cost of goods sold for certain commercial panels sold to customers in Residential markets within the U.S. Commercial Products Segment results. Previously, these products were included in the U.S. Residential Products Segment. The Company's 2013 and 2012 results have been adjusted to reflect this change in reportable segments.

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.

103

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

15.     Segment Information (Continued)

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 to 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 accounting policies for segments are the same as those described in Note 1. 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 holding company and business development 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 years ended December 31, 2014, December 31, 2013 and December 31, 2012.

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
2014
Net sales:
Third party	$	279,954	$	317,270		$	192,494	$	65,027		$	—		$	—		$	854,745
Intersegment	845		126			586		—			—			(1,557		)	—
Total net sales	$	280,799	$	317,396		$	193,080	$	65,027		$	—		$	(1,557	)	$	854,745
Income (loss) from operations	$	20,656	$	(1,346	)	$	12,555	$	(768	)	$	(12,507	)	$	—		$	18,590
Depreciation and amortization	$	10,925	$	10,075		$	9,162	$	1,564		$	702		$	—		$	32,428
Capital expenditures	$	1,316	$	1,464		$	1,565	$	1,170		$	1,818		$	—		$	7,333
Total assets (1)	$	159,436	$	114,321		$	200,519	$	48,904		$	13,596		$	—		$	536,776

104

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

15.     Segment Information (Continued)

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
2013
Net sales:
Third party	$	266,483	$	301,976		$	193,504	$	64,709		$	—		$	—		$	826,672
Intersegment	726		435			217		—			—			(1,378		)	—
Total net sales	$	267,209	$	302,411		$	193,721	$	64,709		$	—		$	(1,378	)	$	826,672
Income (loss) from operations	$	16,763	$	(3,242	)	$	11,004	$	(6,849	)	$	(10,658	)	$	—		$	7,018
Depreciation and amortization	$	11,820	$	11,333		$	9,509	$	1,846		$	591		$	—		$	35,099
Capital expenditures	$	2,787	$	2,016		$	3,224	$	1,612		$	1,103		$	—		$	10,742
Total assets (1)	$	163,773	$	107,053		$	228,514	$	52,331		$	20,302		$	—		$	571,973

	U.S. Residential Products		U.S. Commercial Products		European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
2012
Net sales:
Third party	$	258,937	$	314,466	$	196,087	$	67,650		$	—		$	—		$	837,140
Intersegment	951		519		519		—			—			(1,989		)	—
Total net sales	$	259,888	$	314,985	$	196,606	$	67,650		$	—		$	(1,989	)	$	837,140
Income (loss) from operations	$	19,319	$	1,771	$	9,208	$	(6,586	)	$	(12,357	)	$	—		$	11,355
Depreciation and amortization	$	11,674	$	10,774	$	9,455	$	2,480		$	401		$	—		$	34,784
Capital expenditures	$	1,495	$	1,255	$	2,275	$	627		$	1,488		$	—		$	7,140
Total assets (1)	$	173,719	$	115,525	$	221,950	$	55,898		$	27,330		$	—		$	594,422

(1) Segment assets include cash, accounts receivable, inventories, other current assets, property, plant and equipment, goodwill, intangibles, and other long term assets. Other non-allocated assets include all corporate assets, as well as deferred taxes and income taxes receivable.

105

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

15.     Segment Information (Continued)

The following table reflects revenues from external customers by markets for the periods indicated. Revenues from external customers by groups of similar products have not been provided as it is impracticable to do so.

		Year Ended
Customer/Markets	Primary Products	December 31, 2014		December 31, 2013		December 31, 2012
Original Equipment Manufacturers (OEMs)	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; windows and roofing; and composite building panels	$	207,527	$	199,213	$	202,556
Home Improvement Retailers	Rain carrying systems, roofing accessories, windows, doors and shower enclosures	175,888		182,666		181,363
Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories	146,277		148,708		148,231
Rural Contractors	Steel and aluminum roofing and siding	142,544		135,296		144,398
Distributors	Metal coils, rain carrying systems and roofing accessories	98,761		88,300		91,505
Home Improvement Contractors	Vinyl replacement windows; metal coils; rain carrying systems; metal roofing and insulated roofing panels; patio and entrance doors; and awnings	49,771		40,645		35,674
Manufactured Housing	Steel siding and trim components	33,977		31,844		33,413
		$	854,745	$	826,672	$	837,140

The following tables reflect net sales and long-lived asset information by geographic areas for the periods indicated:

	Net Sales
	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
United States	$	588,593	$	559,135	$	564,254
The Netherlands	149,473		155,032		154,153
United Kingdom	75,529		69,433		72,699
France	32,520		33,748		36,886
Canada	8,630		9,324		9,148
	$	854,745	$	826,672	$	837,140

106

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

15.     Segment Information (Continued)

	Long-Lived Assets
	December 31, 2014		December 31, 2013
United States	$	53,042	$	62,186
The Netherlands	30,554		37,367
United Kingdom	14,660		15,523
France	11,178		13,133
Canada	1,730		1,905
	$	111,164	$	130,114

Non-U.S. revenue is classified based on the country in which the legal subsidiary is domiciled. The Company's largest customer accounted for 12.4% of 2014, 13.5% of 2013 and 13.3% of 2012 net sales. Sales from this customer are included in the U.S. Residential Products and U.S. Commercial Products segments. As of December 31, 2014, this customer had an outstanding trade receivable balance of $5.9 million. No other customer represented greater than 6% of the Company's revenues in 2014, 2013, or 2012.

16.    Subsequent Events

On February 6, 2015 and March 23, 2015, Euramax Holding, Inc. (“Euramax” or the "Company") entered into the Ninth and Tenth Amendments (the “Amendments”), respectively, to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement (the "ABL Credit Facility"). Borrowings under the revolving credit facility made available pursuant to the ABL Credit Facility are subject to a borrowing base limit and satisfaction of certain conditions. The borrowing base for the existing revolving credit facility includes, subject to notice by the Company and the satisfaction of certain other specified conditions, three mutually exclusive seasonal overadvance amounts, “Seasonal Overadvance (Type A)” in the amount of $15.0 million, “Seasonal Overadvance (Type B)” in the amount of $9.0 million and “Seasonal Overadvance (Type C)” in the amount of $6.0 million. Pursuant to the Amendments, the Company requested the addition of the “Seasonal Overadvance (Type B)” amount to the borrowing base, and the ABL Credit Facility was amended to, among other items, (i) provide for alternate conditions for the “Seasonal Overadvance (Type B)” amount, which will only apply during a specified period in fiscal year 2015, as further described below, (ii) condition availability of the “Seasonal Overadvance (Type A)” amount on the continued satisfaction of the applicable overadvance conditions relating thereto, as further described below, and (iii) amend the financial covenants to, among other things, change certain of the conditions governing when such financial covenants are applicable.

Pursuant to the Amendments, if the “Seasonal Overadvance (Type B)” conditions are not satisfied at any time during the period from January 26, 2015 through May 31, 2015, then the alternate “Seasonal Overadvance (Type B)” conditions shall apply instead during such period. Pursuant to the alternate “Seasonal Overadvance (Type B)” conditions, inclusion of the alternate “Seasonal Overadvance (Type B)” amount in the borrowing base shall be subject to, among other conditions, (i) the Company's demonstrating compliance with (A) a U.S. fixed charge coverage ratio for the most recently ended twelve-month test period of 0.85 to 1.00 and (B) a specified minimum consolidated adjusted EBITDA covenant for the most recently ended twelve-month period of $52.0 million, (ii) payment of a fee equal to 20.0% of the applicable seasonal overadvance amount (the “Seasonal Overadvance Fee) and (iii) other customary conditions.

In addition, the Amendments amended the ABL Credit Facility to condition availability of the “Seasonal Overadvance (Type A)” amount in the borrowing base on the continued compliance with the applicable overadvance conditions for such amount. Under the ABL Credit Facility the “Seasonal Overadvance (Type A)” amount is available to the Company from February 1 of each year through June 30 for calendar year 2015 and through May 31 of any other year (each, a “Type A Period”), subject to among other conditions (i) the Company's demonstrating compliance with a fixed charge coverage ratio covenant of 1.00 to 1.00, (ii) payment of the Seasonal Overadvance Fee (except to the extent already paid during such calendar year), (iii) other customary conditions and (iv) pursuant to the Amendment, continued compliance with the foregoing eligibility requirements with respect to any Type A Period, with the “Type A” seasonal overadvance amount being reduced to zero at any time such conditions fail to be satisfied during such Type A Period.

107

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

16.     Subsequent Events (Continued)

The Amendment also (i) provides for the suspension of the testing of the fixed charge coverage ratio financial covenant in the ABL Credit Facility that is otherwise applicable during certain financial covenant testing periods at any time when the regular “Seasonal Overadvance (Type B)” conditions or the “Seasonal Overadvance (Type C)” conditions are satisfied, and (ii) provides for the suspension of the testing of the minimum consolidated adjusted EBITDA covenant that is otherwise applicable during certain financial covenant testing periods at any time when the regular “Seasonal Overadvance (Type B)” conditions and the “Seasonal Overadvance (Type C)” conditions are not satisfied.

17.    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 $375 million of its 9.50% Senior Secured Notes due 2016 (the "Notes"). The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings. Additionally, the Notes were fully and unconditionally guaranteed by all material domestic subsidiaries, collectively referred to as the "Guarantors." On December 30, 2011, as permitted by the First Supplemental Indenture, the Company completed the merger of the Guarantor subsidiaries with Euramax International. This merger does not adversely affect the legal rights under the Indenture of any holder of the Notes in any material respect. All other subsidiaries of Euramax International, whether direct or indirect, do not 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 Euramax International's senior secured credit facilities. 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 restrictive covenants also limit Euramax's ability to transfer cash or assets to Euramax Holdings, whether by dividend, loan or otherwise.

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

108

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

17.    Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2014

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	4		$	2,070		$	—		$	2,074
Accounts receivable, less allowance for doubtful accounts	—			39,607			40,722			—			80,329
Inventories, net	—			75,512			30,873			—			106,385
Income taxes receivable	—			235			1,499			—			1,734
Deferred income taxes	—			381			45			—			426
Other current assets	—			5,425			1,584			—			7,009
Total current assets	—			121,164			76,793			—			197,957
Property, plant, and equipment, net	—			53,042			58,122						111,164
Amounts due from affiliates	—			202,008			19,277			(221,285		)	—
Goodwill	—			81,359			108,799			—			190,158
Customer relationships, net	—			16,826			9,489			—			26,315
Other intangible assets, net	—			6,495			—			—			6,495
Investment in consolidated subsidiaries	(167,335		)	(5,318		)	—			172,653			—
Other assets	—			2,883			1,804			—			4,687
Total assets	$	(167,335	)	$	478,459		$	274,284		$	(48,632	)	$	536,776
Liabilities and Shareholders' (deficit) equity
Current liabilities:
Accounts payable	$	—		$	49,869		$	28,977		$	—		$	78,846
Accrued expenses	—			16,284			9,225			—			25,509
Accrued interest payable	—			12,837			75			—			12,912
Deferred income taxes	—			—			895			—			895
Current portion of long -term debt	—			—			4,663			—			4,663
Total current liabilities	—			78,990			43,835			—			122,825
Long-term debt	—			534,852			—			—			534,852
Amounts due to affiliates	5,771			11,982			203,532			(221,285		)	—
Deferred income taxes	—			10,468			5,426			—			15,894
Other liabilities	—			9,502			26,809			—			36,311
Total liabilities	5,771			645,794			279,602			(221,285		)	709,882
Shareholders' (deficit) equity:
Common stock	196			—			21			(21		)	196
Additional paid-in capital	724,562			661,673			199,453			(861,126		)	724,562
Accumulated loss	(903,029		)	(834,173		)	(215,570		)	1,049,743			(903,029		)
Accumulated other comprehensive income	5,165			5,165			10,778			(15,943		)	5,165
Total shareholders' (deficit) equity	(173,106		)	(167,335		)	(5,318		)	172,653			(173,106		)
Total liabilities & shareholders' (deficit) equity	$	(167,335	)	$	478,459		$	274,284		$	(48,632	)	$	536,776

109

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

17.    Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2013

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
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' equity (deficit)
Current liabilities:
Accounts payable	$	—		$	30,312		$	26,950		$	—		$	57,262
Accrued expenses	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' equity (deficit):
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 & shareholders' (deficit) equity	$	(103,217	)	$	516,280		$	306,029		$	(147,119	)	$	571,973

110

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

17.    Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2014

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	—		$	590,742		$	271,527		$	(7,524	)	$	854,745
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			508,022			225,250			(7,524		)	725,748
Selling and general (excluding depreciation and amortization)	424			48,358			22,838			—			71,620
Depreciation and amortization	—			21,539			10,889			—			32,428
Other operating charges	—			4,432			1,927			—			6,359
Income (loss) from operations	(424		)	8,391			10,623			—			18,590
Equity in earnings of subsidiaries	(58,855		)	(5,328		)	—			64,183			—
Interest expense	—			(54,078		)	(1,440		)	—			(55,518		)
Intercompany interest income (expense)	—			18,033			(18,033		)	—			—
Other (loss) income, net	—			(25,129		)	1,976			—			(23,153		)
Loss before income taxes	(59,279		)	(58,111		)	(6,874		)	64,183			(60,081		)
(Benefit from) provision for income taxes	—			744			(1,546		)	—			(802		)
Net loss	$	(59,279	)	$	(58,855	)	$	(5,328	)	$	64,183		$	(59,279	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONSFor the Year Ended December 31, 2014

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net loss	$	(59,279	)	$	(58,855	)	$	(5,328	)	$	64,183		$	(59,279	)
Other comprehensive loss:
Foreign currency translation adjustment	276			276			276			(552		)	276
Pension liability adjustment, net of tax	(6,032		)	(6,032		)	(2,674		)	8,706			(6,032		)
Total other comprehensive loss	$	(5,756	)	$	(5,756	)	$	(2,398	)	$	8,154		$	(5,756	)
Total comprehensive loss	$	(65,035	)	$	(64,611	)	$	(7,726	)	$	72,337		$	(65,035	)

111

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

17.    Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2013

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	—		$	561,277		$	272,942		$	(7,547	)	$	826,672
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			479,813			227,696			(7,547		)	699,962
Selling and general (excluding depreciation and amortization)	668			49,670			25,090			—			75,428
Depreciation and amortization	—			23,349			11,750			—			35,099
Other operating charges	—			3,196			5,969			—			9,165
Income (loss) from operations	(668		)	5,249			2,437			—			7,018
Equity in earnings of subsidiaries	(24,227		)	(14,391		)	—			38,618			—
Interest expense	—			(52,888		)	(1,190		)	—			(54,078		)
Intercompany interest income (expense)	—			17,678			(17,678		)	—			—
Other income (loss), net	—			8,191			(787		)	—			7,404
Loss before income taxes	(24,895		)	(36,161		)	(17,218		)	38,618			(39,656		)
Benefit from income taxes	—			(11,934		)	(2,827		)	—			(14,761		)
Net loss	$	(24,895	)	$	(24,227	)	$	(14,391	)	$	38,618		$	(24,895	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONSFor the Year Ended December 31, 2013
(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations		Total
Net loss	$	(24,895	)	$	(24,227	)	$	(14,391	)	$	38,618	$	(24,895	)
Other comprehensive income (loss):
Foreign currency translation adjustment	(815		)	(815		)	(815		)	1,630		(815		)
Pension liability adjustment, net of tax	931			931			(936		)	5		931
Total other comprehensive income (loss)	$	116		$	116		$	(1,751	)	$	1,635	$	116
Total comprehensive loss	$	(24,779	)	$	(24,111	)	$	(16,142	)	$	40,253	$	(24,779	)

112

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

17.    Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2012

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	—		$	565,237		$	281,912		$	(10,009	)	$	837,140
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			474,058			236,996			(10,009		)	701,045
Selling and general (excluding depreciation and amortization)	318			55,752			27,422			—			83,492
Depreciation and amortization	—			22,403			12,381			—			34,784
Other operating charges	—			2,336			4,089			—			6,425
Multiemployer pension withdrawal expense	—			39			—			—			39
Income (loss) from operations	(318		)	10,649			1,024			—			11,355
Equity in earnings of subsidiaries	(36,450		)	(13,618		)	—			50,068			—
Interest expense	—			(53,859		)	(999		)	—			(54,858		)
Intercompany interest income (expense)	—			17,353			(17,353		)	—			—
Other income, net	—			4,960			52			—			5,012
Loss before income taxes	(36,768		)	(34,515		)	(17,276		)	50,068			(38,491		)
(Benefit from) provision for income taxes	—			1,935			(3,658		)	—			(1,723		)
Net loss	$	(36,768	)	$	(36,450	)	$	(13,618	)	$	50,068		$	(36,768	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONSFor the Year Ended December 31, 2012
(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net loss	$	(36,768	)	$	(36,450	)	$	(13,618	)	$	50,068		$	(36,768	)
Other comprehensive income:
Foreign currency translation adjustment	80			80			367			(447		)	80
Pension liability adjustment, net of tax	953			953			1,196			(2,149		)	953
Total other comprehensive income	$	1,033		$	1,033		$	1,563		$	(2,596	)	$	1,033
Total comprehensive loss	$	(35,735	)	$	(35,417	)	$	(12,055	)	$	47,472		$	(35,735	)

113

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

17.    Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2014

(in thousands)

	Parent		Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash used in operating activities	$	—	$	1,080		$	(4,750	)	$	—		$	(3,670	)
Cash flows from investing activities:
Proceeds from sale of assets	—		776			9			—			785
Capital expenditures	—		(4,516		)	(2,817		)	—			(7,333		)
Distribution from affiliate	—		2,189			—			(2,189		)	—
Net cash used in investing activities	—		(1,551		)	(2,808		)	(2,189		)	(6,548		)
Cash flows from financing activities:
Net repayments on ABL Credit Facility	—		(1,137		)	—			—			(1,137		)
Net borrowings on European Credit Facilities	—		—			4,663			—			4,663
Deferred financing fees	—		(88		)	—			—			(88		)
Distribution to affiliate	—		—			(2,189		)	2,189			—
Net cash provided by financing activities	—		(1,225		)	2,474			2,189			3,438
Effect of exchange rate changes on cash	—		—			(123		)	—			(123		)
Net decrease in cash and cash equivalents	—		(1,696		)	(5,207		)	—			(6,903		)
Cash and cash equivalents at beginning of year	—		1,700			7,277			—			8,977
Cash and cash equivalents at end of year	$	—	$	4		$	2,070		$	—		$	2,074

114

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

17.    Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2013

(in thousands)

	Parent		Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash used in operating activities	$	—	$	(7,396	)	$	(2,919	)	$	—		$	(10,315	)
Cash flows from investing activities:
Proceeds from sale of assets	—		324			2,022			—			2,346
Capital expenditures	—		(5,829		)	(4,913		)	—			(10,742		)
Distribution from affiliate	—		—			5,068			(5,068		)	—
Net cash (used in) provided by investing activities	—		(5,505		)	2,177			(5,068		)	(8,396		)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	—		18,270			—			—			18,270
Deferred financing fees	—		(175		)	—			—			(175		)
Distribution to affiliate	—		(5,068		)	—			5,068			—
Net cash provided by financing activities	—		13,027			—			5,068			18,095
Effect of exchange rate changes on cash	—		—			(431		)	—			(431		)
Net (decrease) increase in cash and cash equivalents	—		126			(1,173		)	—			(1,047		)
Cash and cash equivalents at beginning of year	—		1,574			8,450			—			10,024
Cash and cash equivalents at end of year	$	—	$	1,700		$	7,277		$	—		$	8,977

115

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

17.    Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2012

(in thousands)

	Parent		Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	—	$	(539	)	$	4,524		$	—		$	3,985
Cash flows from investing activities:
Proceeds from sale of assets	—		1,317			4			—			1,321
Capital expenditures	—		(4,158		)	(2,982		)	—			(7,140		)
Purchase of a business, net of cash acquired	—		(6,445		)	—			—			(6,445		)
Distribution from affiliate	—		—			(2,165		)	2,165			—
Net cash used in investing activities	—		(9,286		)	(5,143		)	2,165			(12,264		)
Cash flow from financing activities:
Net borrowings on ABL Credit Facility	—		8,280			—			—			8,280
Deferred financing fees	—		(8		)	(26		)	—			(34		)
Distribution to affiliate	—		2,165			—			(2,165		)	—
Net cash provided by (used in) financing activities	—		10,437			(26		)	(2,165		)	8,246
Effect of exchange rate changes on cash	—		—			(4,270		)	—			(4,270		)
Net (decrease) increase in cash and cash equivalents	—		612			(4,915		)	—			(4,303		)
Cash and cash equivalents at beginning of year	—		962			13,365			—			14,327
Cash and cash equivalents at end of year	$	—	$	1,574		$	8,450		$	—		$	10,024

116

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

18.    Quarterly Results of Operations (Unaudited)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Year Ended December 31, 2014
Net sales	$	169,904		$	232,990		$	239,942		$	211,909
Cost of sales, excluding depreciation and amortization	146,971			193,077			202,160			183,540
Depreciation and amortization	8,202			8,251			8,142			7,833
Operating (loss) income	(5,010		)	10,131			11,176			2,293
(Loss) income before income taxes	(18,579		)	(4,299		)	(16,775		)	(20,428		)
Net (loss) income	$	(19,272	)	$	(3,116	)	$	(16,406	)	$	(20,485	)
Year Ended December 31, 2013
Net Sales	$	172,545		$	229,861		$	227,835		$	196,431
Cost of sales, excluding depreciation and amortization	149,170			190,461			188,792			171,539
Depreciation and amortization	8,593			8,450			8,514			9,542
Operating (loss) income	(7,432		)	9,884			8,687			(4,121		)
(Loss) income before income taxes	(27,375		)	(1,859		)	3,177			(13,599		)
Net loss (income)	$	(28,116	)	$	(1,556	)	$	16,259		$	(11,482	)

The Company's interim reporting is based on a 4-4-5 week closing calendar. The first quarter of 2014 includes 1 less day and the fourth quarter of 2014 includes 1 additional day compared to the first and fourth quarter of 2013, respectively. The second and third quarters of 2014 and 2013 each include 13 weeks.

117

Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED BALANCE SHEET

(in thousands, except share data)

	December 31, 2014			December 31, 2013
Assets
Investment in and advances to subsidiaries	$	(167,335	)	$	(103,217	)
Liabilities and shareholders' (deficit) equity
Interest and other payables	$	—		$	14
Amounts due to affiliates	5,771			5,332
Total liabilities	5,771			5,346
Shareholders' (deficit) equity:
Class A common stock—$1.00 par value; 600,000 shares authorized, 195,502 issued and outstanding in 2014 and 194,852 issued and outstanding in 2013	196			195
Class B convertible common stock—$1.00 par value; 600,000 shares authorized, no shares issued in 2014 and 2013	—			—
Additional paid-in capital	724,562			724,071
Accumulated loss	(903,029		)	(843,750		)
Accumulated other comprehensive income	5,165			10,921
Total shareholders' (deficit) equity	(173,106		)	(108,563		)
Total liabilities and shareholders' (deficit) equity	$	(167,335	)	$	(103,217	)

See accompanying notes.

118

Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF OPERATIONS

(in thousands)

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Costs and expenses:
General and administrative	$	424		$	668		$	318
Interest expense	—			—			—
Loss before taxes and equity in net losses of subsidiaries	(424		)	(668		)	(318		)
Provision for income taxes	—			—			—
Net loss before equity in net losses of subsidiaries	(424		)	(668		)	(318		)
Equity in losses of subsidiaries, net of tax	(58,855		)	(24,227		)	(36,450		)
Net loss	$	(59,279	)	$	(24,895	)	$	(36,768	)

See accompanying notes.

119

Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF COMPREHENSIVE OPERATIONS

(in thousands)

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Net loss	$	(59,279	)	$	(24,895	)	$	(36,768	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	276			(815		)	80
Pension liability adjustments, net of tax	(6,032		)	931			953
Total other comprehensive (loss) income	$	(5,756	)	$	116		$	1,033
Total comprehensive loss	$	(65,035	)	$	(24,779	)	$	(35,735	)

See accompanying notes

120

Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
Net cash provided by operating activities	$	—	$	—	$	—
Net cash provided by investing activities	$	—	$	—	$	—
Net cash provided by financing activities	$	—	$	—	$	—
Supplemental cash flow information
Income taxes paid, net	$	—	$	—	$	—
Interest paid, net	$	—	$	—	$	—

See accompanying notes.

121

Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

NOTES TO CONDENSED FINANCIAL INFORMATION

(in thousands, except share data)

1. Basis of Presentation

The accompanying condensed financial statements include the accounts of Euramax Holdings, Inc. (the "Parent Company") and, on an equity basis, its subsidiaries and affiliates. Parent Company expenses, other than interest expense on long-term debt, are primarily related to intercompany transactions with subsidiaries and affiliates. These financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes thereto of Euramax Holdings, Inc. and Subsidiaries (the "Company").

122

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Our management, with the participation of both our Principal Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report (December 31, 2014). Our disclosure controls and procedures are intended to ensure that the information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to our management, including the Principal Executive Officer and Chief Financial Officer, as the principal executive and financial officers, respectively, to allow final decisions regarding required disclosures. Based on their evaluation of the Company's disclosure controls and procedures as of December 31, 2014, the Principal Executive Officer and CFO have concluded that the Company's disclosure controls and procedures were effective.

The required certifications of our Principal Executive Officer and our Chief Financial Officer are included as exhibits to this Annual Report on Form 10-K. The disclosures set forth in this Item 9A contain information concerning the evaluation of our disclosure controls and procedures, internal control over financial reporting and changes to internal control referred to in those certifications. Those certifications should be read in conjunction with this Item 9A for a more complete understanding of the matters covered by the certifications.

Changes in Internal Controls

There have not been any other changes in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

All internal controls, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Under the supervision and with the participation of our management, including our Principal Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth in the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) entitled “Internal Control- Integrated Framework” (1992 Framework). Based on such assessment, our management concluded that as of December 31, 2014 our internal control over financial reporting was effective.

123

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Limitations on the effectiveness of controls

Our management, including our Principal Executive Officer and Chief Financial Officer, does not expect that internal control over financial reporting and our disclosure controls and procedures will prevent all errors and potential fraud. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our Principal Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Euramax Holdings have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Item 9B. OTHER INFORMATION

Effective March 20, 2015, Shyam Reddy, the Company’s Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary, resigned from the Company. In connection with Mr. Reddy’s resignation, Mr. Reddy and the Company entered into a Separation and Release Agreement, effective as of March 20, 2015 (the “Separation Agreement”). The Separation Agreement provides that Mr. Reddy will be entitled to receive severance payments in the aggregate amount of $254,660 (less applicable taxes and withholdings).

Pursuant to the Separation Agreement, Mr. Reddy released and discharged the Company and its affiliates from all claims which Mr. Reddy now has or may later claim to have against the Company and its affiliates, whether known or unknown to him, resulting from anything that occurred prior to the effective date of the Separation Agreement. In addition, Mr. Reddy will be bound by the confidentiality obligations in the Separation Agreement and will also be subject to covenants prohibiting him from competing with the Company or soliciting employees or customers of the Company for a period of six months following the termination date of his employment with the Company.

Effective March 23, 2015, John Blount was appointed as Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of the Company. Biographical information for Mr. Blount is included in “Item 10. Directors, Executive Officers and Corporate Governance - Executive Officers and Directors.” In connection with Mr. Blount’s appointment, Mr. Blount and the Company entered into an Employment Agreement, dated March 23, 2015 (the “Employment Agreement”). The Employment Agreement provides that Mr. Blount will be entitled to a base salary of $325,000 and the target for his annual bonus with respect to fiscal year 2015 shall be at least 35% of his base salary. Under the Employment Agreement, Mr. Blount is also entitled to receive 500 shares of restricted stock in the Company. In the event that Mr. Blount’s employment is terminated by the Company without cause (as defined in the Employment Agreement), or Mr. Blount terminates his employment for good reason (as defined in the Employment Agreement), he will be entitled to receive as severance a continuation of his base salary for a period of 12 months following the termination of his employment.

124

Part III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

The following sets forth certain information with respect to the board of directors and executive officers of the Company as of March 26, 2015:

Name	Age	Title
Hugh Sawyer	60	President
Mary S. Cullin	49	Senior Vice President, Chief Financial Officer and Treasurer
R. Scott Vansant	53	Senior Vice President, Euramax North America
John F. Blount	44	Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Jan Timmerman	49	Senior Vice President, Managing Director Europe
Michael D. Lundin	55	Chairman and Director
Timothy J. Bernlohr	55	Director
James G. Bradley	69	Director
Jeffrey A. Brodsky	56	Director
Trey B. Parker III	39	Director
Jake Tomlin	37	Director

Hugh Sawyer has been the interim president of Euramax Holdings since February 2014. Mr. Sawyer has been a managing director of Huron Consulting Group Inc. since January 2010. He leads the Operational Improvement Service Line for Huron's Business Advisory Practice. From August 2007 through January 2010, Mr. Sawyer served as president of Legendary Inc., a premier developer and operator of hospitality, resort, retail, marine and real estate businesses. He has more than 36 years of experience leading operational improvements, turnarounds and mergers and acquisitions for both public and private companies across a diverse group of industries. He has served as the president or chief executive officer of JHT Holdings Inc., Allied Holdings Inc., Aegis Communications Group Inc., National Linen Service Inc., The Cunningham Group Inc., and Wells Fargo Armored Service Corporation. Since 2012, Mr. Sawyer has served as a director of Edison Mission Energy Inc. and JHT Holdings Inc. Mr. Sawyer has served as a director of Energy Future Competitive Holdings Company LLC and Texas Competitive Electric Holdings Company LLC since 2013. He has previously served as a director of Allied Holdings Inc., Paradise Island Holdings Limited, Neff Equipment Rental Corporation, Hines Horticulture Inc., Spiegel Inc., Aegis Communications Group Inc., International Computex Inc., Phoenix Communications Inc. and Guardian Armor, Inc.

Mary S. Cullin has been the senior vice president, chief financial officer and treasurer of Euramax Holdings since October 2013. Previously, Ms. Cullin served as vice president of finance and shared services for Euramax International with responsibility for North America finance, accounting, information systems, credit and payroll activities. She joined Euramax International in 2008 as the director of financial planning and analysis and has served in various finance and accounting positions for the Company. Prior to joining Euramax International, Ms. Cullin was the divisional chief financial officer of HD Supply Lumber and Building Materials. Ms. Cullin has also held financial positions with The Home Depot and Flowers Foods, Inc. Ms. Cullin received her B.S. in Financial Management from Clemson University in 1987.

R. Scott Vansant has been the president of Euramax North America since May 2014. From October 2013 until May 2014, Mr. Vansant served as president of Euramax North America sales and marketing. Previously, Mr. Vansant served as the senior vice president, chief financial officer, and treasurer of Euramax Holdings since July 1998 and senior vice president and secretary of Euramax Holdings from September 1996 - March 2013. He joined Alumax in 1991. From 1995 to 1996, Mr. Vansant served as director of internal audit for Alumax. Mr. Vansant also served in various operational positions with Alumax Building Products, Inc., including serving as controller from 1993 to 1995 and branch manager from 1992 to 1993. Prior to 1991, Mr. Vansant worked as a certified public accountant for Ernst & Young LLP. Mr. Vansant received a BBA in Accounting from Mercer University.

125

John F. Blount has been the senior vice president, chief administrative officer, general counsel and corporate secretary of Euramax Holdings since March 2015.  Prior to joining Euramax Holdings, Inc., he served as president and chief executive officer of ASHINC Corporation, formerly known as Allied Systems Holdings, Inc., beginning in December 2013.  From February 2008 until December 2013, he served as senior vice president, chief administrative officer, secretary and general counsel of Allied Systems Holdings.  From January 2003 until February 2008, Mr. Blount served in various leadership positions within Allied Systems Holdings, including chief administrative officer, associate general counsel, and head of labor relations.  Since December 2013, Mr. Blount has served as a director of Allied Systems Holdings and all of its affiliated companies, prior to which he served as a director of various affiliates of Allied Systems Holdings.  Before joining Allied Systems Holdings, he practiced law with various firms in Atlanta, Georgia.  Mr. Blount received a B.A. in History from the University of Michigan and a J.D. from Emory University School of Law.

Jan Timmerman has been the senior vice president, president, managing director international since April 2014. From February 2012 until April 2014, Mr. Timmerman served as senior vice president, managing director Europe. Mr. Timmerman joined the Company as managing director of Euramax Coated Products, B.V. on October 1, 2010. Mr. Timmerman is an experienced international executive having spent over twenty years in various operations, marketing and general management positions with Philips Lighting Electronics. Immediately prior to joining Euramax Coated Products, B.V., Mr. Timmerman served as the CCO for Philips Consumer Lighting EMEA from 2007-2010. Mr. Timmerman earned his Masters of Science degree from the University of Twente in Enschede, Netherlands and has taken numerous executive training courses in international management, marketing and mergers and acquisitions from IMD in Lausanne, Switzerland and the Kellogg Graduate School of Management at Northwestern University in Chicago.

Michael D. Lundin has been a director of Euramax Holdings since July 2009 and became chairman of Euramax Holdings at that time. Mr. Lundin has also served on the audit committee since July 2009. Mr. Lundin was interim president and chief executive officer of Euramax Holdings from November 2013 to February 2014. Mr. Lundin is currently an operations partner in Resilience Capital Partners, a private equity firm focused on investments in companies in special situations. He is also Chairman of North Coast Minerals (an industrial minerals and logistics platform company fund) for Resilience Capital. Previously, Mr. Lundin was president and chief executive officer of the Oglebay Norton Company, a miner, processor, transporter and marketer of industrial minerals and aggregates, from December 2002 until February 2008, and was employed by Oglebay Norton since 2000. Oglebay Norton filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code on February 23, 2004. Prior to joining Oglebay Norton, Mr. Lundin served as vice president and then president/partner of Michigan Limestone Operations, LP. Mr. Lundin earned a B.S. in Manufacturing Engineering and Product Development from the University of Wisconsin and an M.B.A. from Loyola Marymount University. Mr. Lundin is currently a director of Rand Logistics, Inc. and U.S. Concrete Inc. and, until 2013, was a director of Broder Bros., Co. and Avtron, Inc. He is also the chairman of the audit committee for Rand Logistics, Inc. Mr. Lundin brings to our board extensive corporate oversight and financial management expertise as well as strategic and financial transactional experience.

Timothy J. Bernlohr has been a director of Euramax Holdings since May 2014. Mr. Bernlohr is the founder and managing member of TJB Management Consulting, LLC, which specializes in providing project-specific consulting services to businesses in transformation, including restructurings, interim executive management and strategic planning services. Mr. Bernlohr founded the consultancy in 2005. Mr. Bernlohr is the former president and chief executive officer of RBX Industries, Inc., which was a nationally recognized leader in the design, manufacture, and marketing of rubber and plastic materials to the automotive, construction, and industrial markets. RBX was sold to multiple buyers in 2004 and 2005. Prior to joining RBX in 1997, Mr. Bernlohr spent 16 years in the International and Industry Products divisions of Armstrong World Industries, where he served in a variety of management positions. Mr. Bernlohr is the chairman of the board of directors of Champion Homes, Inc. and Contech Engineered Solutions. He also serves as lead director of Chemtura Corporation and as a director of Rock-Tenn Company, Atlas Air Worldwide Holdings, Inc., and Overseas Shipping Group. Mr. Bernlohr also serves as a director and is chairman of the compensation committees of Patriot Coal Company and Neenah Foundry, Inc. Within the last five years, he has served as a director of Smurfit Stone Container Corporation , Ambassadors International, Inc., WCI Steel, Aventine Renewable Energy, (Nasdaq-AVRW) and Cash Store Financial Services. Mr. Bernlohr is a graduate of The Pennsylvania State University. Mr. Bernlohr brings to our board extensive corporate oversight and compensation expertise as well as operational and strategic transactional experience.

126

James G. Bradley has been a director of Euramax Holdings since April 2010. Mr. Bradley retired in 2006 as chairman and chief executive officer of Wheeling-Pittsburgh Steel, a producer of steel sheet products such as hot rolled, cold rolled, hot dipped galvanized, electro-galvanized, black plate and electrolytic tinplate. Mr. Bradley became chief executive officer of Wheeling-Pittsburgh in 1998, prior to which he was vice president of operations. Mr. Bradley retired from Wheeling-Pittsburg Steel in 2006. Mr. Bradley received a B.S. in civil engineering from Carnegie Institute of Technology. Mr. Bradley provides our board with significant executive experience in the steel manufacturing industry.

Jeffrey A. Brodsky has been a director of Euramax Holdings since July 2009. Mr. Brodsky is currently a Managing Director of Quest Turnaround Advisors, LLC ("Quest"), a crisis and turnaround management consulting firm founded by Mr. Brodsky in 2000. He is also leading Quest's role as Liquidation Manager of the ResCap Liquidating Trust, as Plan Administrator of Adelphia Communications Corporation, and as Trust Administrator on behalf of the Adelphia Recovery Trust. Mr. Brodsky served as Chairman, President and CEO of PTV, Inc. until its dissolution in October 2010. Mr. Brodsky also currently serves as lead director of Broadview Networks Holdings, Inc. and as a director of Horizon Lines, Inc. He serves on the audit committee of both companies. He is a certified public accountant. Previously, Mr. Brodsky served as non-executive chairman and director of AboveNet, Inc. and as a director of PTV, Inc., Motor Coach International, Inc., EBG Holdings, LLC, Titan Energy Partners, LP, TVMAX, Inc., Morris Material Handling, Inc., Comdisco Holdings, Inc. and Hawaiian Airlines, Inc.  Mr. Brodsky's significant experience in the areas of accounting and finance and general business matters are important to the board's ability to review our financial statements, assess potential financings and strategies and otherwise supervise and evaluate our business decisions.

Trey B. Parker has been a director of Euramax Holdings since April 2012. Mr. Parker has been the Managing Director and Co-Head of Research at Highland Capital Management, L.P. since March 2011. Prior to his current role, Mr. Parker was a Portfolio Manager at Highland covering a number of the industrial verticals, as well as parts of tech, media and telecom; he also worked as a Senior Portfolio Analyst on the Distressed & Special Situations investment team. Prior to joining Highland in March 2007, Mr. Parker was a Senior Associate at Hunt Special Situations Group, L.P., a private equity group focused on distressed and special situation investing. Mr. Parker was responsible for sourcing, executing and monitoring control private equity investments across a variety of industries. Prior to joining Hunt in 2004, Mr. Parker was an analyst at BMO Merchant Banking, a private equity group affiliated with the Bank of Montreal. While at BMO, Mr. Parker completed a number of leveraged buyout and mezzanine investment transactions. Prior to joining BMO, Mr. Parker worked in sales and trading for First Union Securities and Morgan Stanley. Mr. Parker received an MBA with concentrations in Finance, Strategy and Entrepreneurship from the University of Chicago Booth School of Business and a B.A. in Economics and Business from the Virginia Military Institute. Mr. Parker provides our board with experience and knowledge in financial analysis and finance.

Jake Tomlin has been a director of Euramax Holdings since April 2014. Mr. Tomlin has been a Managing Director at Highland Capital Management, L.P. since 2006. Prior to his current role at Highland, Mr. Tomlin served as a Director and Senior Portfolio Analyst covering Paper & Packaging, Building Materials and Environmental Services on Highland’s Distressed & Special Situations investment team.  Prior to joining Highland, Mr. Tomlin worked as a Senior Consultant for PricewaterhouseCoopers. He received an MBA degree with distinction from the Kenan-Flagler Business School at the University of North Carolina and graduated with high honors from the Georgia Institute of Technology with a B.S. in Industrial Engineering. Mr. Tomlin provides our board with experience and knowledge in financial analysis and finance.

Board of Directors

The board of directors of the Company currently consists of six members. The seventh position, which is reserved for the president and chief executive officer, is currently vacant. The board of directors of Euramax Holdings has determined that a majority of its directors are independent under the applicable rules of the SEC and the NYSE. Specifically, the board of directors has determined that Messrs. Brodsky, Lundin, Bernlohr, and Bradley are independent. Each of the directors was elected to the board of directors in accordance with the stockholders' agreement between the Company and its stockholders. Directors are elected annually to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified.

127

Audit Committee.    The audit committee of the board of directors of Euramax Holdings is currently comprised of Messrs. Brodsky, Lundin and Tomlin. Mr. Brodsky is the chairman of the audit committee. The board of directors of Euramax Holdings has determined that each of the members of the committee is "financially literate" and that Mr. Brodsky qualifies as an "audit committee financial expert" within the meaning of the regulations adopted by the SEC. The audit committee has direct responsibility for the appointment, evaluation, retention, compensation and oversight of the work of our independent registered public accounting firm; the review of accounting principles of our Company; coordination of the board's oversight of our internal control over financial reporting; the review of policies governing related party transactions and approval of related party transactions; and the review of risk management policies and other compliance matters.

Compensation Committee.    The compensation committee of Euramax Holdings is currently comprised of Messrs. Bernlohr, Bradley and Parker. Mr. Bernlohr is the chairman of the compensation committee. The board of directors of Euramax Holdings has affirmatively determined that the directors on the committee meet the definition of "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and the definition of "non-employee director" for purposes of Section 16 of the Exchange Act. The principal responsibilities of the compensation committee are to establish policies and periodically determine matters involving executive compensation, review policies relating to the compensation and benefits of our employees, recommend changes in employee benefit programs and to administer equity-based incentive or compensation plans. See "Executive Compensation-Compensation Discussion and Analysis."

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee is an officer or employee of Euramax Holdings or any of its subsidiaries. None of the executive officers of Euramax Holdings serves, or has served during the past fiscal year, as a member of the board of directors or compensation committee of any other Company that has one or more executive officers serving as a member of the board of directors of Euramax Holdings.

Code of Ethics

The Company has adopted a code of ethics that applies to its directors, officers (including its chief executive officer and chief financial officer) and employees. A copy of the code of ethics was filed as an exhibit to our Form 10-K for the fiscal year ended December 31, 2011 and is incorporated by reference into this report. A copy of the Company’s Code of Ethics is available on its website at www.euramax.com.

Item 11. EXECUTIVE COMPENSATION

This section discusses the compensation of our current and former principal executive officers and principal financial officers during 2014. These executive officers are referred to in the Compensation Discussion and Analysis (the "CD&A") and the tables that follow as our "NEOs." Our NEOs with respect to fiscal year 2014 are Hugh Sawyer, Mary S. Cullin, R. Scott Vansant, Scott Anderson, Shyam K. Reddy, and Jan Timmerman. Mr. Sawyer, although an NEO, is not an employee of the Company. He is an employee of Huron Consulting Group Inc. (“Huron”) and is serving as the interim president under a consulting agreement between Huron and the Company entered into on February 22, 2014 (the "Huron Consulting Agreement"). Mr. Anderson’s employment with the Company terminated on May 2, 2014. Mr. Reddy resigned from the Company, effective March 20, 2015.

The CD&A is a discussion focusing on the policies, decisions and considerations with respect to the compensation of our NEOs during the 2014 fiscal year. Although the CD&A focuses on information relevant to NEO compensation during 2014, it also contains forward-looking statements that are based on current plans, considerations and expectations. However, determinations regarding the compensation of the NEOs that we adopt in the future may differ materially from currently planned programs summarized in the CD&A.

128

Compensation Discussion and Analysis

Executive Compensation Philosophy and Objectives

Our compensation philosophy is to provide a total compensation package that not only attracts and retains high caliber executive officers, but is also designed to align the goals of our executive officers with our corporate objectives and our stockholders' interests. The key elements of our executive compensation program, which are discussed in more detail below, are designed with this philosophy in mind. We intend to continue our existing practice of providing a competitive total compensation package that aims to share our success with our NEOs when stated objectives are met. The compensation committee of our board of directors is responsible for establishing, implementing and monitoring adherence with this compensation philosophy. Although this philosophy applies to the Company’s president and chief executive officer, it does not apply to Mr. Sawyer, our interim president, because he is a consultant employed by Huron who is providing services to the Company in an interim officer capacity as opposed to an employee employed by the Company. We are only paying consulting fees to Huron in exchange for Mr. Sawyer’s service as interim president. Accordingly, Mr. Sawyer is not eligible to receive cash compensation, annual bonuses, long-term incentives, or equity in the Company. The summary herein applies to the other NEOs and the president and chief executive officer position.

The key objectives of our executive compensation program are (1) to attract, motivate, reward and retain high caliber executive officers with the skills necessary to successfully lead and manage our business, (2) to achieve accountability for the performance of our executive officers by linking annual cash incentive compensation to the achievement of measurable performance objectives and (3) to align the interests of the executive officers and our stockholders through short-term and long-term incentive compensation programs. For our NEOs, short-term and long-term incentives are designed to accomplish these objectives by providing a significant financial correlation between the Company's financial results and their total compensation.

A significant portion of the compensation of our NEOs consists of cash and equity-based compensation that is contingent upon the achievement of financial performance metrics that are designed to incentivize performance that creates shareholder value. Providing a significant amount of NEO compensation in this form serves to align the interest of our executive officers with the interests of our stockholders because the amount of cash compensation ultimately received by the NEOs varies depending on our achievement of pre-determined financial objectives and the value of such equity-based compensation is derived from our equity value, which is likely to fluctuate based on our financial performance.

Our compensation philosophy is based on the following core principles:

Total compensation should be related to company performance

We believe that a significant portion of our executive officers' total compensation should be linked to achieving specified financial and business objectives that create stockholder value and provide incentives to our executive officers to work as a team. Individuals in senior leadership roles are compensated based upon evaluations of Company performance and individual performance. Company performance is evaluated primarily based on the degree to which specified financial objectives are met. Individual performance is evaluated based upon several individualized leadership factors, including:

• attaining specific financial objectives within the executive officer's area of responsibility; 

• building and developing individual skills and a strong leadership team; and 

• developing an effective infrastructure to support business growth and profitability.

Total compensation should be competitive

We believe that our total compensation packages should be competitive so that we can attract, retain, and motivate talented executive officers who will help us outperform our competitors. To that end, in addition to the compensation offered to all of our NEOs, three of our NEOs have additional post-employment compensation that consists of severance benefits beyond what is offered in the Company’s policies. Our President of North America also has additional non-qualified defined contribution benefits.

129

Compensation should be equitable

We believe that it is important to apply generally consistent guidelines for executive officer compensation programs. We also believe that executive officers' total compensation should reward individual skills and performance achievements and encourage executives to achieve exceptional performance. In order to continue delivering equitable pay levels, we expect that the compensation committee will consider depth and scope of accountability, complexity of responsibility, qualifications and executive performance, both individually and collectively as a team. To ensure an equitable compensation program, we seek to reward our executive officers when we achieve financial and business goals and objectives and to generate stockholder returns by providing a significant portion of executive compensation in the form of "at-risk" performance-based compensation, as described earlier.

Setting Executive Compensation

The compensation committee consists of three members of the board of directors, Messrs. Bernlohr, Bradley and Parker. Our board of directors has determined that each member of our compensation committee was and remains an outside director for purposes of Section 162(m) of the Code, a nonemployee director for purposes of Rule 16b-3 under the Exchange Act and an independent director as that term is defined under the rules of the NYSE.

Our compensation committee oversees our executive compensation program. In addition, the compensation committee conducts a review of and determines the amount and form of compensation for the executive officers, including the NEOs, at least annually. During the course of that review, the committee considers our compensation philosophy and objectives, the impact of each NEO on the results and success of the Company and the performance of the particular NEO (based on information provided by the CEO for the NEOs other than himself). In addition, the compensation committee considers recommendations by the CEO regarding the compensation of NEOs other than himself. Our CEO provides recommendations to the compensation committee with respect to total compensation, salary adjustments, annual cash incentive bonus targets, and equity incentive awards for the NEOs other than himself. The CEO’s recommendations regarding compensation are determined based on his evaluations of the other NEOs' performance and any compensation reports and surveys produced by compensation consultants retained by the compensation committee during the relevant time. The compensation committee gives significant weight to the CEO’s recommendations when determining the compensation of our NEOs. The compensation committee, meeting in executive session, determines the compensation of the CEO, including his annual incentive targets. As part of its annual NEO compensation review, the compensation committee determines financial objectives and target annual bonus amounts for the NEOs pursuant to our short-term incentive compensation plan. When setting the financial objects for such plans, the compensation committee also considers input of our CFO.

The compensation committee has the authority to engage the services of an independent compensation consultant, but did not do so for purposes of benchmarking or establishing the CEO or other NEO compensation in 2013 or 2014. In 2012, management utilized the Economic Research Institute (ERI) to benchmark the NEOs salary and total cash compensation and to update the market analysis provided by compensation consultants in previous years. The compensation committee may engage a compensation consultant in the future, from time to time, as it determines necessary.

Consistent with our past practice, we expect that going forward, the compensation committee will review NEO compensation on an annual basis, at the time of a promotion or other change in level of responsibilities, as well as when competitive circumstances or business needs may require. After considering all of the relevant information referred to above, the compensation committee approves NEO compensation packages that are consistent with our compensation philosophy, which is designed to achieve our compensation objectives and be competitive in our industry.

Elements of Executive Compensation

As discussed throughout this CD&A, the compensation payable to our NEOs reflects our pay-for-performance philosophy, whereby a significant portion of both cash and equity compensation is contingent upon achievement of measurable financial objectives and enhanced equity value, as opposed to current cash compensation and perquisites, which are not directly linked to objective financial performance of the Company. This compensation mix is consistent with our philosophy that the role of executive officers is to enhance equity holder value over the long term. We have not adopted any formal or informal policies or guidelines for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among different forms of cash and non-cash compensation.

130

The primary elements of the compensation program for our NEOs are: (1) base salary; (2) performance-based cash incentives; (3) equity-based incentives; (4) termination benefits; (5) retirement benefits; (6) health and welfare benefits; and (7) certain additional executive perquisites. Base salary, performance-based cash incentives and long-term equity-based incentives comprise the largest portion of our NEOs' compensation. The primary objectives that each element of NEO compensation is intended to serve are as follows:

Compensation Element	Primary Objective
Base Salary	To recognize ongoing performance of job responsibilities and as a necessary tool in attracting and retaining employees.
Performance-based cash compensation (bonuses)	To re-emphasize corporate and individual objectives and provide additional reward opportunities when key business and individual objectives are met.
Equity-based incentive compensation	To provide incentives and reward increases in stockholder value and to emphasize and reinforce our focus on team success and to assist with the attraction and retention of key employees
Termination benefits	To provide protection in the event of involuntary loss of employment and to keep the NEOs focused on stockholder interests when considering strategic alternatives.
Retirement benefits	To provide retirement savings and income in a tax efficient manner.
Health and welfare benefits	To provide a basic level of protection from health, dental, life and disability risks.

Our compensation committee works to ensure that total compensation for our NEOs is fair, reasonable and competitive. Typically, the compensation committee has sought to set each of these elements of compensation at the same time to enable the compensation committee to simultaneously consider all of the significant elements and their impact on total executive compensation and also to consider the allocation of compensation among certain of these elements and total compensation.

Weighting of Compensation Elements

We strive to achieve an appropriate mix between the various elements of our compensation program in order to meet our compensation objectives and philosophy. However, we do not apply any rigid formulas in setting the compensation of our NEOs, and do not use predefined ratios in determining the allocation of compensation among the various elements. Rather, we determine the mix of each executive's total compensation based on market conditions, geographic considerations, competitive market data and other factors.

Base Salary

We provide a base salary to our NEOs to compensate them for their services during the year and to provide them with a stable source of income. Our NEOs and all employees' base salaries depend on their qualifications, their position within the Company, the scope of their job responsibilities, the period during which they have been performing those responsibilities, their individual performance and the results achieved, unique skill sets or knowledge which would impact our ability to replace the individual and pay mix (base salary, annual cash incentives, equity incentives, perquisites and other executive benefits) and compensation practices in our markets.

The base salaries of our NEOs are established by our compensation committee. For NEOs other than the CEO, the compensation committee's determinations regarding base salary are based in large part on the recommendations of the CEO. In setting base salaries, the CEO and our compensation committee considered the factors described above.

131

The annual base salaries in effect for each of our NEOs as of December 31, 2014 were as follows: Mr. Sawyer - $0; Ms. Cullin - $249,600; Mr. Vansant - $326,665; Mr. Reddy - $299,600; and Mr. Timmerman - $359,358. Ms. Cullin’s and Mr. Reddy’s end of year base salaries reflect the conversion of their respective car allowances into base salary. Mr. Timmerman's base salary includes an 8% holiday allowance as required under his employment agreement with the Company. Mr. Sawyer does not receive a base salary from the Company. Instead, the Company pays Huron professional consulting fees in exchange for Mr. Sawyer’s services as interim president. Pursuant to the Huron Consulting Agreement, the Company pays Huron for Mr. Sawyer’s services on an hourly basis based on the actual hours that he works at a rate of $750 per hour (which may be adjusted from time to time), subject to certain aggregate billing caps. The Huron Consulting Agreement provides that, during the initial ten-week period of the agreement, the hourly billing for all individuals providing services under the agreement is capped at $250,000 per month, with an aggregate cap during the ten-week period of $625,000. There is no cap on out-of-pocket direct expenses at any time or on hourly billing following the initial ten-week consulting period. Upon expiration of the initial ten-week period, the Board agreed, among other things, to continue engaging the services of Mr. Sawyer as interim president of the Company under the Huron Consulting Agreement, through extension and amendment of the February 22, 2014 engagement letter which stipulated a cost of $40,000 per week plus travel and other related business expenses, until Mr. Sawyer’s resignation or termination of his services under the Huron Consulting Agreement.

The NEOs' salaries are reviewed by the compensation committee annually, as well as at the time of a promotion or other change in level of responsibilities, or when competitive circumstances or business needs may require. Mr. Timmerman's salary was converted to U.S. dollars based on the average U.S. dollar to euro exchange rate for the year ended December 31, 2014, which was 1.3309.

Performance-Based Cash Incentives

From January 1, 2014 until August 2014, we maintained the Euramax International, Inc. Executive Incentive Plan (the "Bonus Plan"), which is an annual performance-based cash incentive bonus program in which eligible employees participate, for our NEOs. As further described below, our board of directors removed the NEOs from the Bonus Plan in August 2014 and placed them in a new Performance Incentive Plan (the “PIP”). The PIP then became the annual incentive program for the NEOs for 2014.

The Bonus Plan was created to attract and retain highly qualified executive talent and to motivate our NEOs to achieve our corporate objectives and it is designed to align the awards payable to participants with the achievement of our short-term corporate financial and operational goals. It is also designed to reward individual high performance. Under the Bonus Plan, corporate and individual performance objectives as well as target awards are established by the compensation committee (or the CEO if empowered by the compensation committee pursuant to the Bonus Plan) on an annual basis for each participant, including the NEOs. The Bonus Plan provides for payment of bonuses upon (i) the attainment of certain corporate financial and operational goals and (ii) the attainment of certain performance appraisal goals. Target bonuses under the Bonus Plan are expressed as a percentage of each NEO's annual base salary. Bonuses payable under the plan are paid as soon as practicable after completion of the Company’s audit and determination of the achievement of performance objectives by the compensation committee (or the CEO as delegated by the compensation committee).

On an annual basis and before January 31^st of the relevant year, the compensation committee, with input from our CEO and CFO, sets the corporate performance goals based on an analysis of: (1) historical performance and growth rates; (2) income, expense and margin expectations; (3) financial results of other comparable businesses; (4) economic conditions; and (5) progress toward achieving our strategic plan. The corporate goals approved each year are designed to require significant effort and operational success on the part of our NEOs and the Company. During the course of the performance period, the compensation committee may, based on the recommendations of our CEO (with respect to our other NEOs), adjust such goals as they deem appropriate. In addition, also on an annual basis, the compensation committee, with input from the CEO other than for himself, determines the applicable target awards for the NEOs.

132

Target awards under the Bonus Plan are expressed as a percentage of base salary. The 2014 target awards for our NEOs were 35% of base salary for Ms. Cullin, 50% of base salary for Mr. Vansant, 35% of base salary for Mr. Anderson, 35% of base salary for Mr. Reddy, and 35% of base salary for Mr. Timmerman (exclusive of the aforementioned holiday pay). For fiscal year 2014, the threshold achievement level under the Bonus Plan for (i) each corporate goal was the achievement of 85% of the target goal and (ii) each individual goal was the achievement of a minimum individual performance rating of 3.25 on a 5.0 rating scale. Achievement of each corporate goal is calculated independently, and no payment shall be made with respect to any such goal unless 85% achievement of such goal is attained for the relevant year. However, no corporate award is paid to any participant if the Company fails to achieve a threshold of 85% of its EBITDA performance objective.  Achievement of the individual goal is determined via the Company’s performance appraisal process, and no individual performance based award is paid to any participant if the Company fails to achieve a threshold of 75% of its EBITDA performance objective. The compensation committee of the board of directors may, at its discretion, approve payments on a discretionary basis based on the achievement of some, but not all of the goals.

Upon achievement of 85% of a corporate goal, 40% of the NEOs' target bonus allocable to that particular goal would be payable. For each 1% of achievement above 85% achievement, bonuses payable would be increased by an additional 4% up to achievement of 100% of the corporate goals (at which level, target bonus would be paid). Each 1% of achievement above target would result in a 3.3% increase in the bonus payable up to achievement of 130% of the corporate goals (at which level, 200% of target bonus would be paid). Each 1% of achievement above 130% of the corporate goals would result in a 1% increase in the bonus payable. Beginning with fiscal year 2010, there have been no maximum awards under the Bonus Plan. The compensation committee decided to remove maximum award amounts because it believes that the Company benefits by providing the executive officers with an unlimited award potential based on achieving the best possible performance results for the Company. Accordingly, the only constraint on the corporate amount payouts under the Bonus Plan is the increased difficulty to achieve incremental results above the financial objectives established to be eligible for a target payout. In making this decision, the compensation committee considered the historical achievements of the Company, the payouts received by the NEOs, and the challenging nature of achieving incremental results above the target levels that already exist in the plan which will act as a limitation and provide reasonable payouts based on achievement of extraordinary results.

The corporate goals under the Bonus Plan for fiscal year 2014 were (1) operating income of the Company on a consolidated basis, determined in accordance with GAAP, before deducting interest, taxes, depreciation and amortization (“EBITDA”) and (2) reduction in working capital. The 2014 fiscal year corporate target goals under the Bonus Plan were as follows: achievement of $66,500,000 consolidated EBITDA and the achievement of 49.3 days of working capital. For each of the NEOs, 85% of the NEO's target award under the Bonus Plan was based on the consolidated EBITDA of the Company and 15% was based on achievement of working capital reduction goals.

The individual goals under the Bonus Plan for fiscal year 2014 were the following performance appraisal scores (on a scale of 1-5): 3.25 - 3.49 resulted in 85% of goal; 3.50 - 3.74 resulted in 90% of goal; 3.75 - 3.99 resulted in 95% of goal; and 4.00+ resulted in 100% of goal.

We believe that EBITDA and performance appraisal scores are appropriate measures of the Company's and our NEOs' success because they emphasize operating cash flow (which is important for meeting our debt service obligations), revenue performance, and improvements in our operating efficiency over the relevant period in which NEOs can have a significant impact, while also ensuring continued commitment and dedication to performance on the part of the NEOs during the entire year.  The Bonus Plan also provides that in the event of a change in control of the Company, participants in the plan are entitled to receive a pro-rata portion of their full target awards for the performance year during which the change in control of the Company occurs, assuming 100% achievement of the performance objectives.

In August 2014, the board of directors removed the NEOs from the Bonus Plan, in which the NEOs and other key employees of the Company ordinarily participate, and placed them in a new Performance Incentive Plan (the “PIP”), in order to focus the key officers of the Company (i) on the achievement of certain 2014 consolidated adjusted EBITDA targets for the second half of fiscal year 2014 and (ii) to position the Company for a successful refinancing event in 2015.

Mr. Sawyer was not eligible to participate in the PIP.

133

Target awards under the PIP were expressed as a percentage of base salary, which were subject to adjustment or proration per contractual arrangements, hire dates, and other reasons. Each NEO had the potential to earn an award for corporate financial performance from July 1, 2014 through December 31, 2014 (the “Measurement Period”), payable after the 2014 audit and no later than May 1, 2015, and an award for the successful completion of a refinancing transaction in 2015, payable upon consummation of a qualifying refinancing transaction in 2015. 

The 2014 target awards associated with 2014 corporate financial performance for our NEOs were 35% of base salary for Ms. Cullin, 35% of base salary for Mr. Vansant, 35% of base salary for Mr. Reddy, and 35% of base salary for Mr. Timmerman, in each case, subject to any required contractual adjustments related to bonus calculation.  For fiscal year 2014, the target level under the PIP was the achievement of $33,465,000 in adjusted consolidated EBITDA for the period beginning on July 1, 2014 and ending on December 31, 2014.  Awards would increase in increments of .5% of base salary up to a maximum of 60% of base salary for achievement of adjusted consolidated EBITDA between $33,465,000 and $42,470,000 for the Measurement Period. The eligible NEOs could earn 60% of base salary for achievement of adjusted consolidated EBITDA of $42,470,000 for the Measurement Period. When combined with $25,451,000, which was the actual adjusted consolidated EBITDA achieved for the period beginning on January 1, 2014 and ending on June 27, 2014, the NEOs were provided an opportunity to begin earning an award at 88.6% of the adjusted consolidated EBITDA target approved by the board of directors for fiscal year 2014.

In fiscal year 2014, the Company did not achieve its threshold corporate financial performance objective during the Measurement Period.  Accordingly, the NEOs did not earn an award under the PIP or any other bonus program for fiscal year 2014.

Although adjusted consolidated EBITDA was used as the financial measure for fiscal year 2014, in the future the compensation committee may use other objective financial performance indicators for the bonus program for NEOs including, without limitation, the price of our common stock, shareholder return, return on equity, return on investment, return on capital, sales productivity, economic profit, economic value added, net income, operating income, gross margin, sales, free cash flow, working capital, earnings per share, operating Company contribution, EBITDA (or any derivative thereof) or market share.

For example, on January 22, 2015, our board of directors approved an employee retention compensation program (the “Retention Program”) for certain key employees of the Company, including the NEOs (other than the interim president). The Retention Program is intended to incentivize the eligible employees to remain employed with the Company through April 1, 2015 (the “First Bonus Date”) and also until the earlier of either September 15, 2015 or the completion of the Company’s plans to address the Company’s pending debt maturities (the “Second Bonus Date”).

Pursuant to the Retention Program, the NEOs are eligible to receive (i) a cash retention award on the First Bonus Date equal to approximately 35% of the participant’s annual compensation as of January 22, 2015 (subject to certain pro-rations and adjustments) as long as they remain employed with the Company on the First Bonus Date, and (ii) a second cash retention award equal to 50% of the participants’ annual base compensation as of September 30, 2015 on the Second Bonus Date if they remain employed with the Company on the Second Bonus Date. The second cash retention award replaces the PIP in its entirety.

Equity Incentives

In September 2009, our board of directors adopted an equity compensation program, the Euramax Holdings, Inc. 2009 Executive Incentive Plan (the “Equity Plan”), for the purposes of attracting and retaining valued employees. Our long-term equity incentive awards are generally intended to accomplish the following main objectives: create a direct correlation between our financial and equity value performance and compensation paid to the NEOs; function as a long-term retention tool for the NEOs and all executives; create a corporate culture that aligns employee interests with stockholder interests; attract and motivate key employees; reward participants for performance in relation to the creation of stockholder value; and deliver competitive levels of compensation consistent with our compensation philosophy.

The Equity Plan is administered by the compensation committee, which has authority to act in selecting the eligible employees, officers, directors and consultants to whom equity-based awards may be granted under the Equity Plan. The compensation committee also determines the times at which awards may be granted, the amount and type of award that may be granted, the terms and conditions of awards that are granted and the terms of agreements that are entered into with award recipients. To date, the only types of equity-based awards that have been granted under the Equity Plan are restricted stock and restricted stock units.

134

The Company does not have a formal policy regarding the timing of making grants of equity-based awards. Other than grants made in connection with a prior restructuring and refinancing at the Company, equity awards have generally been granted to new hires or promotions to officers of the Company. The size of awards granted under the Equity Plan to new hires are determined by the compensation committee and are determined principally based on the total amount authorized under the Equity Plan, the historical range of equity grants provided to executives under expired plans with consideration given to the nature of the job and the individual's experience, as well as the current market conditions relating to equity ownership of officers in similar positions at similarly situated companies.

The shares of restricted stock held by our NEOs vest in four equal installments on the first, second, third and fourth anniversaries of the date of grant. In addition, any unvested shares of restricted stock become fully vested in the event of a change in control of the Company (as defined in the Equity Plan) or a termination of any of the NEOs' employment by reason of their death or disability. In addition, upon a change in control of the Company, any shares that remain available for issuance under the Equity Plan will be issued to employees who are prior grantees, including the NEOs, on a pro-rata basis at or immediately prior to such change in control. In the alternative, the Company may issue to each such prior grantee, a cash payment equal to the fair market value of the portion of the available shares allocable to such grantee.

Retirement Plan Benefits

Our NEOs, with the exception of Mr. Timmerman and Mr. Sawyer, participate in the Company's U.S. qualified 401(k) retirement plan that is made available to employees generally. Pursuant to the plan, participants were eligible to receive partial employer matching contributions through September 30, 2014, at which point the Company suspended the employer matching program until further notice. In addition, Mr. Vansant, President of North America, participates in a non-qualified supplemental executive retirement plan, the Euramax Holdings, Inc. Amended and Restated Supplemental Executive Retirement Plan, which is described in more detail following the Pension Benefits table.

Mr. Timmerman participates in the Euramax Coated Products B.V. Swiss Life Pension Plan.

Termination Benefits

Employment Agreements

The Company entered into a Consulting Services Agreement with Huron on February 22, 2014, pursuant to which the Company retained the services of Mr. Sawyer as interim president, effective as of February 18, 2014. The consulting agreement generally sets forth the terms pertaining to fees, caps, expense reimbursement, and notice of termination, and indemnification.

The Company entered into an amended and restated employment agreement with Mr. Vansant in June 2009 and, in February 2014, entered into an employment agreement with Ms. Cullin. The employment agreements generally provide for base salary, an annual target bonus, participation in certain benefit plans and termination payments and benefits. The Company entered into a new employment agreement with Mr. Timmerman in September 2014 that is substantially similar to his prior agreement with the Company to reflect Mr. Timmerman’s management responsibilities over all of the European-based businesses. His new employment agreement provides for base salary (inclusive of a holiday allowance), as well as Mr. Timmerman’s participation in our performance-based cash incentive bonus program, our comprehensive group health insurance plan and other collective welfare and insurance plans. Mr. Timmerman’s employment agreement also provides for termination payments and benefits as well as post-termination restrictive covenants.

Additional detail with respect to the employment agreements is provided below in the narrative following the “Grants of Plan Based Awards” table and in the section titled “Potential Payments Upon Termination of Employment and a Change in Control.”

135

Severance Plan

Mr. Reddy is eligible to receive termination benefits under the Euramax International Severance Pay Plan (the "Severance Pay Plan"). Under the terms of the Severance Pay Plan applicable to any NEO not otherwise party to an employment agreement, upon certain terminations of employment, participants shall be paid 16 weeks of base salary plus an additional one week of base salary for each year of service up to a maximum total payment of 26 weeks of base salary, to be paid in a lump sum following the date that the release of claims described below becomes irrevocable by its terms. The termination payments and benefits and conditions of receipt of such payments and benefits are described below in the section titled “Potential Payments Upon Termination of Employment and a Change in Control”. Mr. Reddy resigned from the Company, effective March 20, 2015.

Additional Benefits and Perquisites

We provide our NEOs with certain personal benefits and perquisites that the compensation committee believes are reasonable and essential to our ability to remain competitive in the general marketplace in attracting and retaining executive talent. Such benefits include car allowances or leased car benefits, Company-paid life and disability insurance premiums, medical benefits and relocation benefits. The personal benefits and perquisites provided to our NEOs in 2014 are described below in a footnote to the All Other Compensation column of the Summary Compensation Table. The compensation committee, in its discretion, may change the personal benefits and perquisites provided to the NEOs.

Accounting and Tax Considerations

In determining which elements of compensation are to be paid, and how they are weighted, we also take into account whether a particular form of compensation will be deductible under Section 162(m) of the Code. Section 162(m) generally limits the deductibility of compensation paid to our NEOs to $1 million during any fiscal year unless such compensation is “performance-based” under Section 162(m). Our compensation program is intended to maximize the deductibility of the compensation paid to our NEOs to the extent that we determine it is in our best interests.

Many other Code provisions, SEC regulations and accounting rules affect the payment of executive compensation and are generally taken into consideration as programs are developed. Our goal is to create and maintain plans that are efficient, effective and in full compliance with these requirements.

136

Summary Compensation Table

The following table shows the compensation earned by our NEOs during the fiscal years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Name and Principal Position	Year	Salary ($)	Bonus ($)(7)	Stock Awards ($) (8)	Non-Equity Incentive Plan Compensation ($)(9)	Change in Pension Value ($)(10)	All Other Compen-sation ($)(11)	Total ($)
Michael D. Lundin (1)	2014	25,000	—	—	—	—	—	25,000
President and CEO
Hugh Sawyer (2)	2014	—	—	—	—	—	—	—
President
Mary S. Cullin	2014	243,692	—	—	—	—	16,306	259,998
Senior Vice President, CFO, and Treasurer	2013	203,538	—	118,500	—	—	15,375	337,413
R. Scott Vansant (3)	2014	326,665	—	—	—	45,294	29,000	400,959
Senior Vice President, Euramax North America (former CFO)	2013	324,930	—	—	—	—	29,053	353,983
	2012	320,250	25,000	—	—	48,365	31,074	424,689
Shyam K. Reddy (4)	2014	293,692	—	—	—	—	21,196	314,888
Senior Vice President, General Counsel and Corporate Secretary	2013	223,077	8,150	474,000	—	—	21,961	727,188
Jan Timmerman (5)	2014	359,358	52,236	—	—	—	94,910	506,504
Senior Vice President Europe and Managing Director Europe	2013	330,466	53,120	—	—	—	100,059	483,645
	2012	298,470	26,560	313,600	—	—	100,441	739,071
Scott Anderson (6)	2014	105,038	—	—	—	—	7,846	112,884
Senior Vice President - Operations	2013	285,219	—	—	—	—	29,569	314,788
	2012	279,100	25,000	57,700	—	—	19,345	381,145

_______________________________________

(1) Mr. Lundin served as interim president and chief executive officer from November 8, 2013 through February 17, 2014. At the request of the board of directors, the Company made a $25,000 discretionary payment to Mr. Lundin, chairman of the board of directors, for serving as interim president and CEO. Mr. Lundin received $100,000 in director’s fees in 2014. These are disclosed in the table under the heading “Compensation of Directors.”

137

(2) Mr. Sawyer, managing director at Huron, was named interim president of the Company on February 22, 2014, effective as of February 18, 2014, under that certain consulting services agreement between the Company and Huron dated as of February 22, 2014. The Company was obligated to pay Huron for Mr. Sawyer’s services on an hourly basis based on the actual hours that he worked at a rate of $750 per hour (which may be adjusted from time to time), subject to the caps for aggregate billing. The Company is also obligated to reimburse Huron for out-of-pocket direct expenses actually incurred by Mr. Sawyer; subject to the Company’s travel and business expense policy. During the initial ten-week period of the Agreement, the hourly billing for all individuals providing services under the Agreement was capped at $250,000 per month, with an aggregate cap during the ten-week period of $625,000. There was no cap on out-of-pocket direct expenses at any time or on hourly billing following the initial ten-week consulting period. While providing services pursuant to the Agreement, Mr. Sawyer was entitled to the same paid time off as he would receive if he were an employee of the Company, subject to certain limitations. Upon expiration of the initial ten-week period, our board of directors agreed, among other things, to continue engaging the services of Mr. Sawyer as interim president of the Company through extension and amendment of the February 22, 2014 engagement letter, which stipulated a rate of $40,000 per week plus out-of-pocket direct expenses actually incurred, until Mr. Sawyer’s resignation or termination of his services under the Huron Consulting Agreement.

(3) Mr. Vansant was named senior vice president, president of Euramax North America on April 28, 2014. Prior to that, he served as the senior vice president for sales and marketing of Euramax North America.

(4) Mr. Reddy was named senior vice president, chief administrative officer, general counsel and corporate secretary of the Company on April 28, 2014. Prior to that, he served as senior vice president, general counsel and corporate secretary of the Company. Mr. Reddy resigned from the Company, effective March 20, 2015.

(5) Mr. Timmerman was named senior vice president, president, managing director international on April 28, 2014. Prior to that, he served as senior vice president, managing director Europe. All compensation amounts for Mr. Timmerman have been converted to U.S. dollars at the average exchange rate for the fiscal year ended December 31, 2014, which was 1.3309.

(6) Mr. Anderson resigned from the Company, effective May 2, 2014.

(7) The compensation committee provided discretionary bonuses for certain NEOs for reasons other than meeting the threshold corporate performance objectives under the Bonus Plan for fiscal years 2012 and 2013.

(8) Reflects the grant date fair value of the restricted stock awards granted to the NEOs, calculated pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). Assumptions used in the calculation of these amounts are included in Note 8 to our 2014 audited financial statements.

(9) Reflects any amounts earned under the PIP with respect to the 2014 fiscal year and the Bonus Plan for the 2013 and 2012 fiscal years. No amounts were earned by the NEOs because the threshold corporate performance objectives for such years were not achieved.

(10) Reflects the aggregate change in the actuarial present value of the accumulated benefits of Mr. Vansant during fiscal years 2014, 2013, and 2012 under the Euramax Holdings, Inc. Amended and Restated Supplemental Executive Retirement Plan.

(11)The amounts reflected in this column for fiscal year 2014 include the following:

Name	Payments Upon Termination of Employment	Health Benefits ($)(a)	Executive Life Insurance ($)(b)	Car and Cell Phone Allowance ($)	Company Contribution to Defined Contribution Plan ($) (c)
Michael D. Lundin	—	—	—	—	—
Hugh Sawyer	—	—	—	10,774	—
Mary S. Cullin	—	5,981	747	8,593	2,647
R. Scott Vansant	—	8,268	986	12,606	3,580
Scott Anderson	—	4,712	67	3,124	1,575
Shyam Reddy	—	11,212	896	8,798	3,195
Jan Timmerman (d)	—	—	—	36,000	58,910

_______________________________________

(a) The following items are included in this amount: actual Company cost per employee for the employee medical, dental and vision plans. The Company makes contributions for health benefits on behalf of Mr. Timmerman as required by the Dutch Health Care Insurance Act for all employees in the Netherlands. No other health care premiums are paid by the Company on behalf of Mr. Timmerman.

(b) Amounts represent the annual premiums paid by the Company for executive life and long term disability insurance of our NEOs. 

138

(c) Mr. Sawyer received the use of a Company vehicle in lieu of being reimbursed for the use of a rental car under the Company’s consulting agreement with Huron.

(d) Mr. Timmerman is a participant in the Euramax Coated Products Swiss Life Pension Plan, which is a group, not an individual plan. The Plan is administered and fully insured by Zwitserleven, a Dutch insurance Company. All premiums are fully paid by the Company directly to Zwitserleven based on a set rate table that considers factors such as number and age of participants and compensation levels.  Euramax has no obligation other than the premium contributions which are made to the Plan. Zwitserleven bears the risk that life expectancy increases and Zwitserleven is fully responsible for investment results related to the Plan. Euramax does not participate in any benefit or loss from the investment results. All other NEOs, except for Mr. Sawyer and Mr. Lundin, are eligible participants in the U.S. 401(k) plan. Amounts shown represent Company contributions to those plans from January 1, 2014 through September 30, 2014. The Company suspended all Company contributions after September 30, 2014 until further notice.

Grants of Plan-Based Awards

	Estimated Future Payouts Under Non-Equity Plan Awards (1)			All Other Stock Awards: Number of Shares of Stock (#) (3)	Grant Date Fair Value of Stock Awards ($)
Name	Threshold ($)(2)	Target ($)	Grant Date
Michael D. Lundin	—	—	—	—	—
Hugh Sawyer	—	—	—	—	—
Mary S. Cullin	87,362	149,764	—	—	—
R. Scott Vansant	114,329	195,993	—	—	—
Shyam Reddy (5)	104,860	179,760	—	—	—
Jan Timmerman (4)	103,254	177,008	—	—	—

_______________________________________

(1) Includes annual bonus opportunities for 2014. The threshold payout under the PIP was 35% of base compensation and the target payout under the PIP was 60% of base compensation, in each case, subject to certain adjustments and based on the achievement of certain adjusted consolidated EBITDA performance targets during the period beginning on July 1, 2014 and ending on December 31, 2014 (the “Measurement Period”).

(2) The threshold and target corporate financial performance goals for the Measurement Period under the PIP were $33,465,000 and $42,470,000 adjusted consolidated EBITDA, respectively.  We believe that adjusted consolidated EBITDA is an appropriate measure of the Company's and our NEOs' success because it emphasizes operating cash flow (which is important for meeting our debt service obligations), revenue performance, and improvements in our operating efficiency over the relevant period in which NEOs can have a significant impact, especially in light of our impending debt maturities. 

(3) No shares of restricted stock were granted during 2014.

(4) Amounts were translated to U.S. dollars using the average exchange rate for 2014, which was 1.3309.

(5) Mr. Reddy resigned from the Company, effective March 20, 2015.

Employment Agreements

On June 12, 2009, we entered into an amended and restated employment agreement with Mr. Vansant, our senior vice president, Euramax North America, and former senior vice president, chief financial officer and treasurer. This employment agreement provided for a two-year initial term (commencing June 12, 2009 for Mr. Vansant), with day-to-day extensions of the term thereafter unless and until the Company or the executive provides at least 60 days' notice of non-renewal. The employment agreement provides for an initial annual base salary, which was $305,000. In addition, the employment agreement provides that Mr. Vansant is eligible to participate in our performance-based cash incentive bonus program, with a target annual bonus equal to 50% of his base salary. Mr. Vansant is also eligible to participate in benefit plans in which our other senior executives participate. In addition, his employment agreement provides for certain payments and benefits in the event of a termination of his employment under specific circumstances. Such termination payments and benefits and conditions to receipt of such payments and benefits are described below in the section titled “Potential Payments Upon Termination of Employment and a Change in Control.”

139

On July 1, 2014, we entered into an employment agreement with Mr. Timmerman, our senior vice president, president, managing director international, which replaced the employment agreement we entered into with him on September 21, 2010 (but effective on October 1, 2010). The employment agreement is entered into for an indefinite period of time and will terminate in any event by operation of law, without notice being required, on the last day of the month in which Mr. Timmerman reaches the age of 65, or the day on which he reaches the retirement age in accordance with the applicable pension scheme, whichever date occurs first. The employment agreement provides for an annual base salary of EUR 270,012, which includes a holiday allowance equal to 8% of the gross annual salary. In addition, the employment agreement provides that Mr. Timmerman is eligible to participate in our performance-based cash incentive bonus program, with a target annual bonus equal to 35% of his gross annual salary net of his holiday allowance. Mr. Timmerman is also eligible to participate in the comprehensive group health insurance plans and other collective welfare and insurance plans. If Mr. Timmerman is prevented from providing services as a result of illness, he will be entitled, unless provided otherwise in the Dutch Civil Code and as long as this employment agreement remains in effect, to 100% of his annual salary for a period of one year. If he remains ill and prevented from providing services for more than one year, he will be entitled, unless provided otherwise in the Dutch Civil Code and as long as the employment agreement remains in effect, to 70% of his annual salary for an additional period of one year. In addition, his employment agreement provides for certain payments in the event of a termination of his employment under specific circumstances. Such termination payments and conditions to receipt of such payments and benefits are described below in the section titled “Potential Payments Upon Termination of Employment and a Change in Control.”

On February 3, 2014, we entered into an employment agreement with Ms. Cullin, our senior vice president, chief financial officer and treasurer. The employment agreement provides for an annual base salary, which is $240,000. In addition, the employment agreement provides that Ms. Cullin is eligible to participate in our performance-based cash incentive bonus program, with a target annual bonus equal to 35% of her base salary. Ms. Cullin is also eligible to participate in benefit plans in which our other senior executives participate. In addition, her employment agreement provides for certain payments and benefits in the event of a termination of her employment under specific circumstances. Such termination payments and benefits and conditions to receipt of such payments and benefits are described below in the section titled “Potential Payments Upon Termination of Employment and a Change in Control.”

On February 22, 2014, we entered into a consulting agreement (the “Huron Consulting Agreement”) with Huron Consulting Services LLC (“Huron”), pursuant to which Huron made Mr. Sawyer available to serve as our interim president. The Huron Consulting Agreement requires us to pay Huron for Mr. Sawyer’s services on an hourly basis based on the actual hours that he works at a rate of $750 per hour (which may be adjusted from time to time), subject to the caps for aggregate billing. We are also responsible for reimbursing Huron for typical and reasonable out-of-pocket direct expenses actually incurred by Mr. Sawyer (and other personnel made available by Huron pursuant to the Huron Consulting Agreement), subject to our travel and business expense policy. During the initial ten-week period of the Huron Consulting Agreement, the hourly billing for all individuals providing services under the agreement is capped at $250,000 per month, with an aggregate cap during the ten-week period of $625,000. There is no cap on out-of-pocket direct expenses at any time or on hourly billing following the initial ten-week consulting period. While providing services pursuant to the Huron Consulting Agreement, Mr. Sawyer is entitled to the same paid time off as he would receive if he were an employee of the Company, subject to certain limitations. Upon expiration of the initial ten-week period, our board of directors agreed, among other things, to continue engaging the services of Mr. Sawyer as interim president of the Company under the Huron Consulting Agreement, without any change to Mr. Sawyer’s hourly billing rate, until Mr. Sawyer’s resignation or termination of his services under the agreement. Our board of directors may terminate the Huron Consulting Agreement at any time without notice or penalty subject to the payment of any earned, but unpaid, fees or incurred expenses and Huron may terminate the agreement for any reason on 30 days’ prior written notice.

Mr. Vansant, Ms. Cullin, and Mr. Timmerman are the only NEOs who are party to employment agreements with the Company. Mr. Sawyer is the only NEO who is either directly or indirectly party to a consulting agreement with the Company.

140

Outstanding Equity Awards at Fiscal Year-End

The table below sets forth certain information regarding the outstanding equity awards held by our NEOs as of December 31, 2014.

		Restricted Stock Awards and Restricted Stock Units
Name	Year Granted	Number of Shares of Stock that Have Not Vested (#)(1)	Market Value of Shares of Stock that Have Not Vested ($)(2)
Michael D. Lundin	2014	—	—
Hugh Sawyer	2014	—	—
Mary S. Cullin	2013	225	90,900
	2012	50	20,200
R. Scott Vansant	2011	25	10,100
Shyam Reddy (3)	2013	750	303,000
Jan Timmerman	2012	200	80,800
	2011	25	10,100

_______________________________________

(1) The above reflects outstanding restricted stock awards and restricted stock units that have not vested as of December 31, 2014. All shares of restricted stock awards and units held by our NEOs vest in four equal installments on the first, second, third and fourth year anniversaries of the date of grant. In addition, any unvested shares of restricted stock awards and restricted stock units become fully vested in the event of a change in control of the Company (as defined in the Equity Plan) or a termination of any of the NEOs' employment by reason of their death or disability.

(2) The market value of restricted stock awards and units held by our NEOs has been calculated by multiplying the number of shares of restricted stock held by each NEO as of December 31, 2014 by the fair market value of a share of Company common stock as of such date, which was determined internally by the Company.

(3) Mr. Reddy resigned from the Company, effective March 20, 2015.

Stock Vested During Fiscal Year 2014

The table below sets forth certain information regarding restricted stock held by our NEOs that vested during fiscal year 2014.

Name	Number of Shares of Stock That Became Vested (#)	Value Realized on Vesting ($)(1)
Hugh Sawyer	—	—
Mary Cullin	100	40,175
R. Scott Vansant	25	9,875
Shyam Reddy (2)	250	98,750
Jan Timmerman	250	100,000

(1) The value realized upon the vesting of shares of restricted stock awards and units held by our NEOs has been calculated by multiplying the number of shares of restricted stock that became vested by the fair market value of a share of Company common stock on the vesting date, which was determined internally by the Company.

(2) Mr. Reddy resigned from the Company, effective March 20, 2015.

141

Pension Benefits

Name	Plan Name	Number of Years of Credited Service (#)	Present Value of Accumulated Benefit ($)(1)	Payments During Last Fiscal Year ($)
Hugh Sawyer	—	—	—	—
Mary Cullin	—	—	—	—
R. Scott Vansant	Euramax Holdings, Inc. Amended and Restated Supplemental Executive Retirement Plan	24	276,614	—
Shyam Reddy (2)	—	—	—	—
Jan Timmerman	—	—	—	—

_______________________________________

(1) The valuation method used to calculate these amounts was the Projected Unit Credit Method. Material assumptions applied in determining these amounts were a discount rate of 2.84% and an assumed retirement age of 65, the earliest time at which Mr. Vansant may retire under the plan without any benefit reduction due to age.

(2) Mr. Reddy resigned from the Company, effective March 20, 2015.

We maintain the Euramax Holdings, Inc. Amended and Restated Supplemental Executive Retirement Plan ("SERP"), a separate supplemental non-qualified pension plan in which Mr. Vansant participates. The SERP provides for a lump sum benefit that is the equivalent of an amount payable in the form of a life annuity starting at age 65 of $46,000 per year. Mr. Vansant is currently 53 years old. Benefits under the plan are not vested until Mr. Vansant attains age 55, or, if earlier, upon his total and permanent disability, death, or a change in control of the Company. Payment of benefits under the plan are paid upon retirement, disability, death or upon a termination of Mr. Vansant's employment by the Company upon the occurrence of a change in control of the Company or by Mr. Vansant within one year of a change in control if there has been a material reduction in duties or compensation or authority or if he has been required to relocate from Atlanta, Georgia ("Constructive Termination"). If benefits become payable before the executive attains age 65, only a specified percentage of the benefit will be payable, which percentage increases from 50% at age 55 to 96% at age 64.

Potential Payments Upon Termination of Employment and a Change in Control

The compensation committee believes that our current severance arrangements protect stockholder interests by retaining management and keeping their focus on the business should periods of uncertainty arise. Because our severance arrangements are structured to serve such purposes and because severance agreements represent a contractual obligation of our Company, decisions relating to other elements of compensation have minimal effect on decisions relating to existing severance agreements.

R. Scott Vansant

In the case of Mr. Vansant, the termination payments and benefits to which he would be entitled are set forth in his employment agreement. If, during the term of his agreement, the employment of Mr. Vansant is terminated by the Company without "cause," or Mr. Vansant resigns from his employment for "good reason" (each as defined in his agreement), he would be entitled to the following severance payments and benefits:

i. A pro-rata portion of his annual bonus, calculated based on the number of days worked in the year in which termination occurs, at a level at least equal to 50% of his actual bonus for the relevant year;

ii. Lump sum payment equal to two times the sum of (A) his base salary in effect 30 days prior to termination and (B) 50% of his annualized base salary for the fiscal year in which the date of termination occurs; and

iii. Continuation of coverage under the Company's insurance plans for Mr. Vansant and his qualified beneficiaries for 24 months following the date of termination, at the rates paid by other senior executives.

142

Mary S. Cullin

In the case of Ms. Cullin, the termination payments and benefits to which she would be entitled to upon a termination of employment following February 3, 2014, are set forth in her employment agreement. If, during the term of her agreement, the employment of Ms. Cullin is terminated by the Company without "cause," or Ms. Cullin resigns from employment for "good reason" (each as defined in her employment agreement), she would be entitled to (i) continuation of her base salary at the then current rate for twelve months following the termination of employment and (ii) continuation on the same terms as an active employee of medical insurance benefits that Ms. Cullin would have otherwise been eligible to receive as an active employee of the Company for twelve months following the termination of employment.

Ms. Cullin and Mr. Vansant's receipt of the termination payments and benefits is contingent upon execution of a general release of any and all claims arising out of or related to their employment with us and the termination of their employment, and compliance with the restrictive covenants described in the following paragraph.

Pursuant to their employment agreements, Ms. Cullin and Mr. Vansant have also agreed to customary restrictions with respect to the disclosure and use of our confidential information, and each has agreed that all intellectual property developed or conceived by them while employed with us relating to our business is our property. In addition, during the term of their employment and for the 24 month period (for Mr. Vansant) or 12 month period (for Ms. Cullin) following their respective terminations of employment for any reason, Ms. Cullin and Mr. Vansant have each agreed not to (1) solicit or hire any of our employees, (2) induce or attempt to induce any supplier, licensee, licensor or other material business relation of ours to cease doing business with us, or (3) participate (whether as an officer, director, employee or otherwise) in any competitive business.

Jan Timmerman

In the case of Mr. Timmerman, pursuant to his employment agreement, if at any time the Company (or the relevant corporate body of the Company, as the case may be) terminates Mr. Timmerman’s employment agreement, he will be entitled to a lump sum payment in an amount equal to the product of the Cantonal Court Formula with a correction factor of C=1, but with a minimum amount equal to (a) the annual total salary (EUR 270,012) and (b) the average bonus for the last 3 calendar years preceding the termination of the employment agreement, provided that;

i. said compensation may not exceed the income to which Mr. Timmerman would have been entitled if he had remained in the employment of the Company from the date of termination until reaching the age of 65 or the retirement age as provided in his employment agreement; and

ii. if a court awards any compensation to Mr. Timmerman as a result of proceeding on the basis of Articles 7.681 or 7.685 of the Dutch Civil Code, the amount of such award will be deducted from the amount of compensation to which he is entitled to under this provision.

Pursuant to his employment agreement, Mr. Timmerman has also agreed to customary restrictions with respect to the disclosure and use of our confidential information. All intellectual property rights pertaining to any creation, discovery or invention by Mr. Timmerman whether or not made by him independently, connected to the activities or either the Company or an enterprise affiliated therewith will accrue to the Company, irrespective of whether the creation, discovery or invention took place during or outside working hours and irrespective of whether Mr. Timmerman's position either directly or indirectly entails creative, exploratory or inventive work, including the creation of intellectual property. This provision also applies to creations, discovery and inventions as described above made within a period of one year following the termination of Mr. Timmerman's employment agreement. Unless otherwise provided for by law, Mr. Timmerman will not acquire any right to be identified as the creator, discoverer or inventor of any such intellectual property. In addition, for a period of twelve months following the termination of this employment agreement, Mr. Timmerman will not, without the prior written permission of the Company, in any form or way undertake any activities that are the same as, or similar to, the activity of the Company or enterprise or affiliated therewith, in the Netherlands and in those countries where the Company and/or enterprises affiliated with the Company traded and/or manufactured products and/or provided services at the time the employment agreement is in effect. During the term of the employment agreement as well as for a period of two years after the termination of the employment agreement, Mr. Timmerman will refrain from either directly or indirectly;

i. engaging individuals who are on the payroll of the Company or any enterprise affiliated with the Company or who were so during his employment; and/or

143

ii. Soliciting or entering into commercial relationships with any person or entirety which is a client of the Company of any enterprise affiliated with the Company at the date of which the employment agreement terminates, or was a client during the three year period prior to that date even if such contact is initiated by these customers or relations.

Mr. Reddy is eligible to receive termination benefits as a participant under the Severance Pay Plan for similarly situated employees not otherwise party to an employment agreement. Under the terms of the Severance Pay Plan applicable to Mr. Reddy as in effect as of December 31, 2014, upon an involuntary termination of employment by the Company due to a job elimination or restructuring caused by a merger, acquisition, divestiture, unit shutdown, departmental consolidation, technological change or similar business reason, as determined by the Company ("Qualifying Termination"), Mr. Reddy shall be paid 16 weeks of base salary plus an additional one week of base salary for each year of service up to a maximum total payment of 26 weeks of base salary, to be paid in a lump sum following the date that the release of claims described below becomes irrevocable by its terms. For purposes of the Severance Pay Plan, payment amounts shall be calculated on the basis of Mr. Reddy’s position and base salary immediately prior to the Qualifying Termination of employment and "base salary" shall be deemed to mean Mr. Reddy’s base salary in effect at that time excluding any bonuses, awards, overtime, premiums, expense reimbursements, etc. Receipt of severance under the Severance Pay Plan is subject to execution of an agreement that contains a general release of any and all claims arising out of or related to his employment with us and the termination of his employment as well as restrictive covenants regarding solicitation or hiring of our employees as well as solicitation of our customers, in each case, which govern for two years following the termination of his employment. The agreement also contains confidentiality and non-disparagement covenants of infinite duration. Mr. Reddy resigned from the Company, effective March 20, 2015.

In the event of a termination of the employment of our NEOs by the Company for cause or by the NEOs' voluntary resignation without good reason, none of the NEOs would be entitled to receive severance benefits or payments from the Company.

144

The table below quantifies the payments and benefits that our NEOs would be entitled to receive upon the termination of their employment under various circumstances, in each case, assuming such termination of employment occurred as of December 31, 2014. The information below does not incorporate the terms of any agreement entered into after December 31, 2014.

Termination Payments 

		Severance ($)		Continuation of Benefits ($)		Acceleration of Equity ($)(8)	SERP Benefit ($)		Total ($)
Termination without Cause	M. Cullin	249,600	(1)	8,251	(6)	—	—		257,851
	R. S. Vansant	816,638	(2)	32,538	(7)	—	—		849,176
	S. Reddy	—		—		—	—		—
	J. Timmerman	359,359	(3)	—		—	—		359,359
Qualifying Termination	M. Cullin	—		—		—	—		—
	R. S. Vansant	—		—		—	—		—
	S. Reddy	97,946	(4)	—		—	—		97,946
	J. Timmerman	—		—		—	—		—
Resignation for Good Reason	M. Cullin	249,600	(1)	8,251	(6)	—	—		257,851
	R. S. Vansant	816,638	(2)	32,538	(7)	—	—		849,176
	S. Reddy	—		—		—	—		—
	J. Timmerman	—		—		—	—		—
Death or Disability	M. Cullin	—		—		111,100	—		111,100
	R. S. Vansant	—	(5)	—		10,100	276,614	(9)	286,714
	S. Reddy	—		—		303,000	—		303,000
	J. Timmerman	—		—		90,900	—		90,900
Retirement	M. Cullin	—		—		—	—		—
	R. S. Vansant	—		—		—	—		—
	S. Reddy	—		—		—	—		—
	J. Timmerman	—		—		—	—		—

_______________________________________

(1) These amounts include 12 months of base compensation in effect immediately prior to termination, which is required under Ms. Cullin’s employment agreement.

(2) These amounts include two times the sum of (a) his base salary in effect 30 days prior to termination and (b) 50% of his annualized base salary, which is required under Mr. Vansant's employment agreement. No amount has been included with respect to a pro-rata bonus because no amounts were earned under the Bonus Plan during fiscal year 2014.

(3) This amounts reflects the severance payable to Mr. Timmerman pursuant to his employment agreement in the event of a qualifying termination. Mr. Timmerman would be paid his current salary plus the average of payments under the Bonus Plan for the last three years. This amount was converted from euros to U.S. dollars using the average exchange rate for the year ended December 31, 2014, which was 1.3309.

(4) These amounts reflect the severance payable to Mr. Reddy pursuant to the Severance Pay Plan in the event of a Qualifying Termination (as defined herein). Based on his years of service, Mr. Reddy would be paid 17 weeks of severance.

(5) Under Mr. Vansant's employment agreement, the Company is not obligated to pay him any severance in the event of a termination by reason of death or disability. However, the Company may choose to pay him all or a portion of the bonus payable for the year in which termination occurs, at the Company's discretion. No amounts with respect to the bonus have been included here because no bonuses were earned with respect to fiscal year 2014.

145

(6) These amounts reflect the cost to the Company, as of December 31, 2014, of providing continuation of medical insurance benefits for Ms. Cullin and her qualified beneficiaries for 12 months following the termination date, which is required under Ms. Cullin’s employment agreement (unless she becomes eligible for medical benefits from a subsequent employer).

(7) These amounts reflect the cost to the Company, as of December 31, 2014, of providing continuation of coverage under the Company's insurance plans for Mr. Vansant and his qualified beneficiaries for 24 months, at the rates paid by other senior executives, which is required under Mr. Vansant's employment agreement.

(8) The value of the accelerated vesting of restricted stock held by our NEOs has been calculated by multiplying the number of shares of restricted stock held by each NEO as of December 31, 2014 by the fair market value of a share of Company common stock as of such date, which was determined internally by the Company.

(9) In the event of a termination by reason of death or disability, Mr. Vansant's benefits under the SERP would become vested such that the benefit payable in connection with such event would be equal to the benefits paid to him had they attained age 55. As a result, these amounts reflect the present value as of December 31, 2014 of the amounts that would be payable to Mr. Vansant under the SERP upon a termination upon attainment of age 55. In the event of the retirement of Mr. Vansant on December 31, 2014, no amounts would be payable under the SERP because he is younger than age 55 as of such date.

Change in Control Benefits

In the event of a change in control of the Company, the vesting of the shares of restricted stock that have been granted to our NEOs would become accelerated. In addition, any shares that remain available for issuance under the Equity Plan will be issued to prior grantees, including the NEOs, on a pro-rata basis at or immediately prior to such change in control. In the alternative, the Company may issue to each prior grantee, a cash payment equal to the fair market value of the portion of the available shares allocable to such grantee. In addition, Mr. Vansant's retirement benefits under the SERP would become vested upon a change in control of the Company. The below table quantifies the value of such benefits, assuming such change in control occurred as of December 31, 2014.

Name	Pro-Rata Annual Bonus ($)	Value of Accelerated Vesting of Restricted Stock & Value of Additional Pro-Rata Restricted Stock Grants ($)(1)	SERP Benefit ($)(2)
Hugh Sawyer	—	—	—
Mary S. Cullin	—	170,916	—
R. Scott Vansant	—	114,713	276,614
Shyam Reddy	—	433,235	—
Jan Timmerman	—	225,610	—

_______________________________________

(1) The value of the accelerated vesting of restricted stock held by our NEOs has been calculated by multiplying the number of shares of restricted stock held by each NEO as of December 31, 2014 by the fair market value of a share of Company common stock as of such date, which was determined internally by the Company. In addition, these amounts also include the value of the pro-rata share of additional awards of restricted stock that would be granted to each of our NEOs pursuant to the Equity Plan in connection with the change in control, based on a $404 per share fair market value as of December 31, 2014.

(2) In the event of a change in control, benefits of Mr. Vansant pursuant to the SERP would become vested such that the benefits payable to him under the SERP be equal to the benefits paid to him had he attained age 55. However, note that a change in control is only a vesting event under the plan, not a payout event. Such benefits would be paid out upon a Constructive Termination of Mr. Vansant's employment. This amount assumes that a change in control and Constructive Termination have occurred and reflect the present value as of December 31, 2014 of the amounts that would be payable to Mr. Vansant under the SERP in these circumstances upon attainment of age 55, applying a discount rate of2.84%.

146

Director and Officer Indemnification and Limitation of Liability

We are currently party to indemnification agreements with each of our directors. There is no pending litigation or proceeding naming any of our directors or officers pursuant to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director.

Compensation of Directors

The table below sets forth information regarding the compensation earned by our non-employee directors during fiscal year 2014.

Name	Fees Earned or Paid In Cash ($)(1)	Stock Awards ($)(2)	Total ($)
James G. Bradley	89,000	—	89,000
Jeffrey A. Brodsky	87,500	—	87,500
Michael D. Lundin	125,000	—	125,000
Alvo M. Oddis (3)	27,247	—	27,247
Timothy J. Bernlohr (4)	55,411	500	55,411
Jake Tomlin (5)	—	—	—
Trey B. Parker III	—	—	—
Brian T. Stewart (6)	—	—	—
Steven Hartman (7)	—	—	—

_______________________________________

(1) Amounts in this column include the following fees: an annual fee of $50,000 for each director with the exception of Messrs Parker, Stewart, Hartman, and Tomlin; an additional fee of $15,000 for the chairman of the board of directors; an additional fee of $10,000 for the chairs of each of the audit committee and compensation committee; and an additional fee of $5,000 for directors serving on the compensation or audit committee. These fees are pro-rated for partial years of service. In addition, directors receive a $2,000 fee for each meeting attended, and a $1,000 fee for each meeting attended telephonically. Mr. Lundin also received a $25,000 discretionary payment for his service as interim president and CEO of the Company from November 8, 2013 to February 18, 2014.

(2) As of December 31, 2014, Messrs. Lundin, Bradley, Brodsky and Oddis have no remaining unvested shares of restricted stock and Mr. Bernlohr held 500 unvested shares of restricted stock. Mr. Bernlohr’s restricted stock award vests in four equal installments on each anniversary of the grant date of August 6, 2014. In addition, any shares of restricted stock held by our directors would become fully vested in the event of a change in control of the Company (as defined in the Equity Plan) or a termination of any of the director's service on the board of directors by reason of their death or disability.

(3) Mr. Oddis resigned from the board of directors, effective as of April 21, 2014.

(4) Mr. Bernlohr was appointed to the board of directors, effective as of May 23, 2014.

(5) Mr. Tomlin was appointed to the board of directors, effective as of April 21, 2014.

(6) Mr. Stewart resigned from the board of directors, effective as of February 3, 2014.

(7) Mr. Hartman was appointed to the board of directors, effective as of February 3, 2014, and resigned from the board of directors, effective as of March 26, 2014.

147

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents information as of March 25, 2015 regarding beneficial ownership of the common stock of Euramax Holdings by:

• each of the directors of Euramax Holdings; 

• each of the executive officers of Euramax Holdings; 

• each stockholder known by us to beneficially hold five percent or more of the common stock of Euramax Holdings; and 

• all of the executive officers and directors of Euramax Holdings as a group.

The Company had 195,827 shares of common stock issued and outstanding as of March 25, 2015. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

	Shares Beneficially Owned
Name and Address	Number	Percent
Credit Suisse Securities (USA) LLC 11 Madison Avenue, New York, NY 10010	63,790.3	32.57	%
Highland Capital Management, L.P. 300 Crescent Court, Suite 700, Dallas, TX 75201	50,998.1	26.04	%
Sound Point Capital Management, LP 375 Park Avenue, New York, NY 10152	16,624.2	8.49	%
Credit Suisse Alternative Capital, Inc. 11 Madison Avenue, New York, NY 10010	14,958.6	7.64	%
R. Scott Vansant (1)	7,140.3	3.65	%
Jan Timmerman (2)	875	*
Michael D. Lundin	500	*
Timothy J. Bernlohr	—	—
Jeffrey A. Brodsky	500	*
James G. Bradley	500	*
John F. Blount	—	—
Mary S. Cullin (3)	350	*
Trey B. Parker III	—	—
Jake Tomlin	—	—
Hugh Sawyer (4)	—	—
All directors and executive officers, as a group (11 persons)	10,365.3	5.29	%

_______________________________________

* Less than 1%

1.Does not include approximately 25 shares of granted but unvested restricted stock awards.

2.Does not include approximately 125 shares of granted but unvested restricted stock awards.

3.Does not include approximately 250 shares of granted but unvested restricted stock awards.

4.Mr. Sawyer is not a participant in the Company’s equity programs.

148

The following table summarizes information, as of December 31, 2014, relating to equity compensation plans of Euramax Holdings pursuant to which grants of restricted stock, or certain other rights to acquire shares of Euramax Holdings may be granted from time to time.

Equity Compensation Plan Information
	(a)	(b)	(c)
Plan category	Number of securities to be issued upon exercise of outstanding restricted shares 1	Weighted-average exercise price of outstanding options, warrants and rights 2	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	2,312.5	N/A	823.0
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	2,312.5		823.0

¹ Includes shares issuable pursuant to the Euramax Holdings, Inc. Executive Incentive Plan (the "Plan"). Under the Plan, the Company reserved 21,737 restricted shares of Class A Common Stock for issuance to selected officers, directors and other key employees. The Company has granted a total of 21,100 shares of restricted stock and 4,750 shares of restricted stock units under the Plan, which vest ratably over four years based upon continued employment or immediately upon a change in control or termination of employment by reason of death or disability.

149

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

This section describes related party transactions that have occurred since January 1, 2014, and any currently proposed transactions, that involve Euramax Holdings or its subsidiaries and exceed $120,000, and in which any director, executive officer and/or 5% stockholder had or has a direct or indirect material interest.

Stockholders Agreement

In June 2009, Euramax Holdings entered into a stockholders agreement with the holders of its common stock. The stockholders agreement provides that stockholders holding a majority of the outstanding common stock of Euramax Holdings must approve, among other things:

• any asset acquisition or series of asset acquisitions in excess of $100.0 million (other than supply agreements entered into in the ordinary course of business of Euramax Holdings);

• the creation, incurrence, assumption, guarantee, refinancing or prepayment of any indebtedness, the outstanding principal amount of which is greater than $50.0 million at any one time, or any material modification or alteration to the terms and provisions of any such indebtedness (excluding our then-existing First Lien Credit Facility, our then-existing ABL facility and any refinancings or replacements thereof);

• the redemption or repurchase of any equity securities or debt or debt securities of Euramax Holdings or any of its subsidiaries on other than a pro rata basis among all holders of such securities being repurchased or redeemed, subject to certain exceptions;

• a public offering of the common stock of Euramax Holdings or securities into which the common stock of Euramax Holdings may be converted;

• the sale, lease, disposition or abandonment of any of the properties and assets of Euramax Holdings (other than properties, materials, supplies, equipment or other personal property disposed of in the ordinary course of business which do not have a sale price in excess of $100.0 million individually or in the aggregate and are not otherwise material to the business of Euramax Holdings);

• the merger or consolidation of Euramax Holdings with any other entity, the conversion of Euramax Holdings into another form of entity, the exchange of the interests of Euramax Holdings with any other person or entity or the entry into any joint venture, partnership or consortium agreement;

• the abandonment of any existing lines of business of Euramax Holdings that constitute $50.0 million or more of the revenue of Euramax Holdings in the immediately preceding 12-month period;

• any loans or advance payments of (i) compensation or (ii) other consideration to any of the officers or employees of Euramax Holdings, or any of Euramax Holdings' or the existing stockholders' directors, in excess of $100,000, subject to certain exceptions;

• the entry into any other material contract or agreement, or series of contracts or agreements, that would obligate Euramax Holdings to expend, or transfer assets with a value of, $100.0 million or more (other than supply agreements entered into in the ordinary course of business of Euramax Holdings);

• any amendment or restatement of the charter or bylaws of Euramax Holdings;

• any increase or decrease in the number of directors on the board of directors of Euramax Holdings; and

• any actions, authorizations or approvals or agreements with respect to the foregoing provisions.

The stockholders agreement imposes transfer restrictions that control the manner in which the stockholders of Euramax Holdings may transfer their shares of common stock of Euramax Holdings as well as certain tag-along, drag-along and preemptive rights with respect to the equity securities of Euramax Holdings. The preemptive rights do not apply in connection with a public offering. The stockholders agreement also provides that the board of directors of Euramax Holdings shall be comprised of seven members. The agreement provides that stockholders holding the following amounts or more of the Company’s outstanding stock shall be entitled to appoint the applicable number of directors to the board of directors of Euramax holdings: (i) 57.2% or more (4 directors); (ii) 42.9% to 57.1% (3 directors); (iii) 28.6% to 42.8% (2 directors); or (iv) 14.3% to 28.5% (1 director); provided that, notwithstanding the foregoing, if on the date the annual meeting of stockholders of Euramax Holdings is held, (i) Highland institutional holds at least 14.3% of the outstanding common stock of Euramax Holdings, it shall be entitled to appoint one director and (ii) Highland retail holds at least 11% of the outstanding common stock it held in June 2009 upon the execution of the stockholders agreement, it shall be entitled to appoint one director.

150

The stockholders agreement will terminate upon a "qualified public offering," defined as (i) an underwritten public offering of the common stock of Euramax Holdings in which Euramax Holdings receives no less than $50 million of net proceeds or (ii) a demand registration under the Registration Rights Agreement that is the first public offering of the common stock of Euramax Holdings.

Registration Rights Agreement

In June 2009, Euramax Holdings entered into a registration rights agreement with its existing stockholders. Under the registration rights agreement, a stockholder of Euramax Holdings who holds "registrable securities" may request that Euramax Holdings register such registrable securities through a demand registration or a piggyback registration. Registrable securities include the common stock of Euramax Holdings delivered to its stockholders in connection with the restructuring of the Company in June 2009 (the "Restructuring") (whether or not the common stock of Euramax Holdings continues to be held by the stockholder who acquired the common stock in the Restructuring) and common stock of Euramax Holdings issued to management under its Executive Incentive Plan.

Piggyback Registration.    If Euramax Holdings proposes to register any securities then, within a specified number of days prior to the anticipated date of the preliminary prospectus relating to the registration, Euramax Holdings must notify each holder of registrable securities of the registration and offer each of them the opportunity to include as many of their registrable securities in the registration statement as they may request. If the managing underwriter of the proposed offering should advise Euramax Holdings that, in its view, the number of shares requested to be registered exceeds the largest number of shares that can be sold without having an adverse effect on the proposed registered offering, Euramax Holdings will include (i) first, any securities proposed to be registered for Euramax Holdings, (ii) second, all securities requested to be registered by the holders of registrable securities and (iii) third, any securities proposed to be registered for any other person with respect to such priorities among them as Euramax Holdings determines.

Demand Registration.    Stockholders holding a majority of the outstanding common stock of Euramax Holdings may request that Euramax Holdings register all or any portion of their registrable securities. If Euramax Holdings receives notice from stockholders who hold registrable securities requesting a demand registration, Euramax Holdings must provide notice of the requested registration to each stockholder who holds registrable securities within a specified number of days prior to the anticipated date of the preliminary prospectus. If the managing underwriter of the proposed offering should advise Euramax Holdings that, in its view, the number of shares requested to be registered exceeds the largest number of shares that can be sold without having an adverse effect on the proposed registered offering, Euramax Holdings will include (i) first, all securities requested to be registered by the stockholders and (ii) second, any securities proposed to be registered by Euramax Holdings.

Euramax Holdings is not required to effect a demand registration within three months of a public offering of its securities. Euramax Holdings is not required to effect more than four demand registrations, and is not required to effect more than one demand registration in any six-month period. Euramax Holdings is not obligated to effect a demand registration for any offering which would be its first public offering, unless the managing underwriter advises Euramax Holdings that, in its view, such offering would result in Euramax Holdings and the registering stockholders receiving, in the aggregate, no less than $50 million of net proceeds from the offering. The stockholder requesting a demand registration has the right to select an underwriter or underwriters in connection with the demand registration offering, subject to Euramax Holdings' approval. Euramax Holdings will select the underwriter or underwriters in connection with any other public offering.

The registration rights agreement may only be amended with the consent of the board of directors of Euramax Holdings and stockholders holding at least two-thirds of the then outstanding registrable securities of Euramax Holdings.

Senior Unsecured Loan Facility

In March 2011, Euramax Holdings, Euramax International and certain of our 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. During the second quarter of 2014, Levine Leichtman Capital Partners assigned its holdings in the Senior Unsecured Loan Facility to Credit Suisse Loan Funding LLC and Sound Point Capital Management L.P. The amount outstanding under the Senior Unsecured Loan Facility as of the date of this report, and the maximum amount outstanding during 2014, was $125 million. For a description of the terms of the Senior Unsecured Loan Facility, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Senior Unsecured Loan Facility."

151

Policies for Review and Approval of Related Party Transactions

In 2012, we adopted a formal Related Party Transaction Policy, which we amended in January 2015. The policy is designed to monitor and ensure the proper review, approval, ratification and disclosure of related party transactions at the corporate and board levels. The policy applies to any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness), or any series of similar transactions, arrangements or relationships, in which the Company or a subsidiary (including any entity in which the Company or any subsidiary has a 50% or greater interest in voting power or profits) is a participant; the aggregate amount involved exceeds $120,000; and a related party has a direct or indirect material interest. On an annual basis and in furtherance of the Company’s efforts to strengthen its compliance programs, each director and executive officer must complete a questionnaire which is designed in part to capture information needed to identify related parties. A person who is nominated or proposed for election as a director or an executive officer must also complete a questionnaire as soon as practical after his or her nomination as a director or proposal for election as an executive officer. The Office of the Corporate Secretary, in consultation with management, is responsible for determining whether a transaction meets the requirements of a related party transaction requiring review under the policy, including whether the related party has a material interest, based on a review of all facts and circumstances, including information provided in the annual director and officer questionnaires. If the Office of the Corporate Secretary determines that a transaction is a related party transaction requiring review by the audit committee, it must submit the material facts respecting the transaction and the related party’s interest in such transaction to the audit committee for review. In its review, the audit committee must consider all of the relevant facts and circumstances respecting such transaction, and shall evaluate all options available to the Company, including ratification, revision or termination of the transaction, and shall take the course of action the audit committee deems appropriate under the circumstances. In any event, the audit committee can only approve a related party transaction that is beneficial to the Company and the terms of the related party transaction are in, or are not opposed to, the best interests of the Company and its stockholders. There have been no related party transactions of a material nature during fiscal years 2012, 2013, or 2014 which were not approved by the audit committee or board of directors.

Director Independence

The board of directors of the Company has determined that Messrs. Bernlohr, Brodsky, Lundin and Bradley are independent within the rules of the SEC and NYSE.

152

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table presents by category of service the total fees for services rendered by Ernst & Young LLP, the Company’s principal accountant, for the years ended December 31, 2014 and 2013.

	2014		2013
Audit Fees	$	1,214,800	$	1,125,750
Tax Fees (1)	310,700		327,200
All Other Fees (2)	$	1,995	$	1,995
	$	1,527,495	$	1,454,945

(1) Includes tax compliance services in certain foreign locations.

(2) All other fees in 2014 and 2013 include a subscription for access to an accounting research tool.

Pre-Approval Policies and Procedures

The audit committee annually engages and pre-approves the audit and audit-related services provided by the independent registered public accounting firm, for the following year, to assure that the provision of such services does not impair the auditor’s independence. All allowable non-audit services are regularly required to be specifically identified and submitted to the audit committee for approval.

For 2014, the audit committee discussed the non-audit services with Ernst & Young LLP and management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC and Public Accounting Oversight Board. Following such discussions, the audit committee determined that the provision of such non-audit services by Ernst & Young LLP was compatible with maintaining their independence.

153

Part IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

1. Financial Statements:

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets — December 31, 2014 and December 31, 2013.

Consolidated Statements of Operations — Years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Consolidated Statements of Comprehensive Operations — Years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Consolidated Statements of Changes in Equity (Deficit) — Years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Consolidated Statements of Cash Flows — Years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Notes to Consolidated Financial Statements.

2. Financial Statement Schedules

All schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions, are inapplicable, or the information is included in the consolidated financial statements, and have therefore been omitted, other than Schedule 1 - Condensed Financial Information Euramax Holdings, Inc. (Parent Company Only).

3. List of Exhibits

See Exhibit Index beginning on page 155 of this report.

154

EXHIBIT INDEX 

Exhibit Number		Description
2.1		Purchase Agreement, dated as of June 24, 1996, between Euramax International, Ltd. and Alumax Inc.* (incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
2.2		First Amendment to Purchase Agreement, dated as of September 25, 1996, between Euramax International, Ltd. and Alumax Inc.* (incorporated by reference to Exhibit 2.2 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
3.1		Certificate of Incorporation of Euramax Holdings, Inc. (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
3.2		Bylaws of Euramax Holdings, Inc. (incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on October 21, 2011)
4.1		Indenture, dated as of March 18, 2011, by and among Euramax International, Inc., the Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
4.2		Form of 9 1/2% notes Senior Secured Notes due 2016 (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
4.3		First Supplemental Indenture, dated as of December 21, 2011, by and among Euramax International Inc., the Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 3.2 to Amendment No. 4 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on December 22, 2011)
4.4		Registration Rights Agreement, dated as of June 29, 2009, among Euramax Holdings, Inc. and the Stockholders named therein (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
4.5		Amendment No. 1 to the Registration Rights Agreement, dated as of July 21, 2010, among Euramax Holdings, Inc. and the Stockholders named therein (incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.1		Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated March 18, 2011, by and among Euramax International, Inc., Euramax Holdings, Inc., certain domestic subsidiaries of Euramax International, Inc., 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 (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on October 21, 2011)
10.2		First Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated April 5, 2011, by and among Euramax International, Inc., Euramax Holdings, Inc., certain domestic subsidiaries of Euramax International, Inc., 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 (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on October 21, 2011)
10.3		Pledge and Security Agreement, dated March 18, 2011, by and among Euramax International, Inc., the Guarantors and Wells Fargo Bank, National Association, as collateral trustee (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.4		Credit and Guaranty Agreement, dated as of March 3, 2011, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and certain subsidiaries of Euramax International, Inc. named therein, as guarantors, and investment funds affiliated with Highland Capital Management, L.P. and Levine Leichtman Capital Partners, as lenders (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on October 21, 2011)
10.5		First Amendment to Credit and Guaranty Agreement, dated as of April 13, 2011, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and certain subsidiaries of Euramax International,  Inc. named therein as guarantors, the lenders party thereto from time to time and Nexbank SSB, as administrative agent (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.6		Amended and Restated Pledge and Security Agreement, dated March 18, 2011, by and among Euramax International, Inc., the other grantors party thereto and Regions Bank as Agent (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.7		General Intercreditor Agreement, dated March 18, 2011, by and among Regions Bank, as ABL Collateral Agent, the Collateral Trustee, Euramax International, Inc. and the Guarantors and the other parties from time to time a party thereto (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.8		Stockholders Agreement, dated June 29, 2009, by and among Euramax Holdings, Inc. and holders of its common stock (certain portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.8 to Amendment No. 3 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on December 9, 2011)
10.9	†	Euramax Holdings, Inc. 2009 Executive Incentive Plan, effective as of September 24, 2009 (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)

155

Exhibit Number		Description
10.10	†	Amended and Restated Executive Employment Agreement, dated as of June 1, 2011, by and between Euramax Holdings, Inc. and Mitchell Lewis (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.11	†	Amended and Restated Executive Employment Agreement, dated as of June 12, 2009, by and between Euramax Holdings, Inc. and Scott Vansant (incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.12	†	Form of Restricted Stock Agreement for directors and executive officers under the Euramax Holdings, Inc. 2009 Executive Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.13	†	2011 Phantom Stock Plan of Euramax Holdings, Inc., dated April 15, 2011 (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.14	†	Euramax International, Inc. Euramax Incentive Compensation Plan, dated February 4, 2010, as amended on December 22, 2011 (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K (File No. 333-05978) filed with the SEC on March 29, 2013)
10.15	†	Euramax International, Inc. Amended and Restated Supplemental Executive Retirement Plan, as amended, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.15 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.16		Facility Agreement, by and among Coopertive Rabobank Roermond-Ecth U.A. and Euramax Coated Products, B.V. (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 333-05978) filed with the SEC on May 11, 2012)
10.17		Fourth Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated March 25, 2013, by and among Euramax International, Inc., Euramax Holdings, Inc., Amerimax Richmond Company, 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 (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K (File No. 333-05978) filed with the SEC on March 29, 2013)
10.18	†	Euramax International, Inc. Euramax Incentive Compensation Plan, dated February 4, 2010, as amended on November 15, 2012 (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K (File No. 333-05978) filed with the SEC on March 29, 2013)
10.19	†	Executive Employment Agreement, dated February 3, 2014, by and between Euramax International, Inc. and Mary S. Cullin (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 333-05978) filed with the SEC on February 4, 2014)
10.20	†	Executive Employment Agreement, dated September 21, 2010, by and between Euramax Holdings, Inc. and Jan Timmerman (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K (File No. 333-05978) filed with the SEC on March 28, 2014)
10.21	†	Transition Services Agreement by and among Euramax Holdings, Inc., Euramax International, Inc. and Mitchell Lewis, dated November 5, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 333-05978) filed with the SEC on November 8, 2013)
10.22	†	Consulting Services Agreement, dated February 22, 2014, by and between Euramax Holdings, Inc. and Huron Consulting Group LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 333-05978) filed with the SEC on February 24, 2014)
10.23		Fifth Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated March 21, 2014, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and Amerimax Richmond Company as guarantors, Regions Bank, as Collateral and Administrative Agent and Regions Business Capital, as Sole Lead Arranger and Bookrunner (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 333-05978) filed with the SEC on March 25, 2014)
10.24		Sixth Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated May 8, 2014, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and Amerimax Richmond Company as guarantors, Regions Bank, as Collateral and Administrative Agent and Regions Business Capital, as Sole Lead Arranger and Bookrunner (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 333-05978) filed with the SEC on May 9, 2014)
10.25		Seventh Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated December 8, 2014, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and Amerimax Richmond Company as guarantors, Regions Bank, as Collateral and Administrative Agent and Regions Business Capital, as Sole Lead Arranger and Bookrunner (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 333-05978) filed with the SEC on December 11, 2014)
10.26		Ninth Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated February 6, 2015, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and Amerimax Richmond Company as guarantors, Regions Bank, as Collateral and Administrative Agent and Regions Business Capital, as Sole Lead Arranger and Bookrunner
10.27		Tenth Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated March 23, 2015, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and Amerimax Richmond Company as guarantors, Regions Bank, as Collateral and Administrative Agent and Regions Business Capital, as Sole Lead Arranger and Bookrunner
10.28	†	Euramax Holdings, Inc. Employee Retention Plan, dated January 22, 2015.

156

Exhibit Number		Description
10.29	†	Executive Employment Agreement, dated March 23, 2014, by and between Euramax International, Inc. and John F. Blount.
10.30	†	Separation Agreement, effective March 20, 2015, by and between Euramax International, Inc. and Shyam Reddy.
12.1		Computation of Earnings to Fixed Charges
14.1		Euramax International, Inc. Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company's Annual Report on Form 10-K (File No. 333-05978) filed with the SEC on March 23, 2012)
21.1		List of Subsidiaries of Euramax Holdings, Inc.
31.1		Certification of the Chief Executive Officer pursuant to the Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes -Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to the Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended, and item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes -Oxley Act of 2002.
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.

________________________________

† Management contract or compensatory plan or arrangement 

* Schedules and similar attachments to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.

157

SIGNATURES 

Pursuant to the requirements of Section 13 or 15(d) 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.
By:	/s/ Hugh E. Sawyer
	President

Date: March 26, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh E. Sawyer	President (Principal Executive Officer)	March 26, 2015
Hugh E. Sawyer
/s/ Mary S. Cullin	Chief Financial Officer (Principal Financial and Accounting Officer)	March 26, 2015
Mary S. Cullin
/s/ Michael D. Lundin	Chairman of the Board of Directors	March 26, 2015
Michael D. Lundin
/s/ Timothy J. Bernlohr	Director	March 26, 2015
Timothy J. Bernlohr
/s/ James G. Bradley	Director	March 26, 2015
James G. Bradley
/s/ Jeffrey A. Brodsky	Director	March 26, 2015
Jeffrey A. Brodsky
/s/ Lee B. Parker, III	Director	March 26, 2015
Lee B. Parker, III
/s/ Jake Tomlin	Director	March 26, 2015
Jake Tomlin

158

EX-10.3

SEPARATION AND RELEASE AGREEMENT

THIS SEPARATION AND RELEASE AGREEMENT (“Agreement”) is made and entered into by and among Euramax Holdings, Inc., a Delaware corporation (“Holdings”), Euramax International, Inc., a Delaware corporation (the “Company”), and Shyam K. Reddy (the “Executive”).

WHEREAS, the Executive currently serves as Chief Administrative Officer, General Counsel and Corporate Secretary of the Company Group (as defined below);

WHEREAS, the Executive, Holdings and the Company have agreed that the Executive’s services to the Company Group as Chief Administrative Officer, General Counsel and Corporate Secretary and the Executive’s employment with the Company Group shall terminate as of March 20, 2015 (the “Termination Date”).

NOW, THEREFORE, in consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Resignation as an Officer and Corporate Secretary. As of the Termination Date, the Executive shall be deemed to have resigned as an employee, officer, and director of each member of the Company Group for which he is an employee, officer, director and/or Corporate Secretary, as the case may be. The foregoing resignations shall be automatically self- effectuating and require no further action by the Company Group or the Executive; notwithstanding the foregoing, however, the Executive agrees to execute such further documents as Holdings or the Company may reasonably request to effectuate such resignations.

2.Termination of Employment. As of the Termination Date, the Executive’s employment with all members of the Company Group shall terminate. Such termination shall be considered to be a voluntarily resignation by the Executive and to be in compliance with any applicable notice requirements (if any). The Executive will be paid his regular base salary and accrued unused vacation (if any) through the Termination Date. Such salary shall be paid in accordance with the Company’s normal payroll practices. The payment for accrued unused vacation shall be made in one lump sum payment on the first regular payroll date falling at least seven (7) days after the Termination Date. The Company shall promptly reimburse the Executive for any business-related expenses properly incurred by the Executive during his employment, in each case in accordance with the Company’s expense-reimbursement policies. Executive shall not be an employee, officer, director, agent, or representative of the Company after the Termination Date, and Executive shall not hold himself out as such.

3.Severance. In consideration for the Executive signing and not revoking this Agreement in accordance with its terms, in full settlement of any compensation or benefits to which the Executive would otherwise be entitled, and in exchange for the promises, covenants, releases, and waivers set forth in this Agreement, the Company will provide the Executive with the following post-employment payments and other items of value (the “Severance”):

(a)A severance payment in the total amount of $149,800.00 (less applicable taxes and withholdings), representing six (6) months of the Executive’s current base salary, payable in accordance with the Company’s payroll practices;

(b)A bonus payment in the amount of $104,860.00 (less applicable taxes and withholdings), payable in one lump sum payment no later than April 30, 2015.

4.Acknowledgement.Executive acknowledges and agrees that (a) the consideration described in Sections 2 and 3, above, are in full discharge of any and all liabilities and obligations of the Company or its affiliates to Executive, monetarily or otherwise, with respect to Executive’s employment with or service to the Company or the termination thereof,

(b) upon receipt of the consideration described in Section 2, Executive will have received all salary, bonus amounts, benefits, incentive payments, equity, phantom equity, vacation pay, sick pay, and other compensation, benefits, perquisites, or other things of value of any kind or nature due to Executive in connection with Executive’s employment with or service to the Company or the termination thereof, and (c) except as expressly described in this Agreement, Executive will not receive any salary, bonus payments (including but not limited to any First Bonus or Second Bonus under the Company’s January 2015 Retention Compensation Program or any Participation Agreement entered into in connection therewith), benefits, incentive payments, equity, phantom equity, vacation pay, sick pay, or any other compensation, benefits, perquisites, or other things of value of any kind or nature arising out of or related to Executive’s employment with or service to the Company, or the termination thereof. Executive further acknowledges and agrees that Executive would not be entitled to the consideration set forth in Section 3 except pursuant to the terms of this Agreement.

5.Benefits Continuation. Independent of this Agreement, the Executive and the Executive’s eligible dependents may be entitled to elect health benefit continuation coverage (at the Executive’s own expense) if the Executive timely applies for such benefits and otherwise satisfies the eligibility criteria under governing law. Information regarding any rights the Executive may have under COBRA or applicable state law will be provided to the Executive in a separate mailing. Should the Executive timely elect COBRA coverage, the Company will reimburse the Executive for the cost of his COBRA premiums for up to six months of such coverage (or, if earlier, until the Executive becomes eligible for coverage from another employer), upon the Company’s receipt of appropriate documentation showing the Executive’s payment of such premiums. For avoidance of doubt, the Executive will be solely responsible for

the payment of any COBRA premiums after the expiration of this six month period. As explained more fully in the materials the Executive will receive, any such continuation coverage may cease at any time the Executive is deemed eligible for coverage from another employer.

6. Release of Claims.

(a)In consideration of the Severance and the other consideration to be provided to the Executive pursuant to this Agreement, the sufficiency of which the Executive acknowledges is fair and sufficient, the Executive, with the intention of binding himself and his heirs, executors, administrators, successors and assigns, does hereby release, remise, acquit and forever discharge Holdings, the Company and each of their respective subsidiaries and affiliates (collectively, the “Company Group”), their present and former officers, directors, executives, shareholders, members, agents, advisors, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held (collectively “Claims”), arising on or prior to the Effective Date (as defined below) of this Agreement, against any Company Released Party, including, but not limited to, Claims (i) under any contract, agreement,

or understanding that Executive may have or may have had with any of the Company Released Parties, whether written or oral, at any time prior to the Effective Date of this Agreement; (ii) that arise out of, or relate to, the Executive’s employment or relationship with any member of the Company Group or termination thereof, including, without limitation, Claims for severance benefits, unpaid wages, salary or incentive payments, bonuses, stock options, deferred compensation, equity, phantom equity, vacation, personal or sick time, other fringe benefits, attorneys’ fees, other monetary or equitable relief, or any tangible or intangible property of Executive’s that remains with any of the Company Released Parties; (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort; (iv) for any violation of applicable federal, state and local laws, including, without limitation, all laws concerning unlawful and unfair labor and employment practices; and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA’’), and any similar or analogous state statute, excepting only: (x) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law; (y) claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan within the Company Group; and (z) rights to indemnification the Executive may have under the by-laws or certificate of incorporation of Holdings and the Company and its affiliates; any applicable law; or any applicable directors’, officers’, fiduciary, professional liability, or other applicable insurance policy (if any).

(b)The Executive acknowledges and agrees that this Agreement, including the Executive’s release of Claims, is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

(c)The Executive’s release of Claims applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

(d)The Executive specifically acknowledges that his acceptance of the terms of this Agreement is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any other federal, state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive. Nothing in this Agreement shall preclude the Executive from seeking to access any governmental agencies for any reason (including the filing of any claim of employment discrimination with the Equal Employment Opportunity Commission) at any time; provided, that, in such event, the Company or Holdings may assert the Executive’s release of Claims as a bar to any Claim waived and released in this Section 6, and the Executive agrees that he will not accept any monetary or other recovery in connection with any charge, complaint, grievance, demand, or other action brought against any of the Company Released Parties by the Executive or any other person or entity. Executive further represents and warrants that he has not assigned or conveyed to any other person or entity (i) any part of or interest in the Severance or (ii) any of the Claims released in this Section 6.

(e)The Executive acknowledges that he has been given a period of twenty-one (21) days to consider whether to execute this Agreement. If the Executive accepts the terms hereof and executes this Agreement, he may thereafter, for a period of seven (7) days following (and not including) the date of execution, revoke this Agreement. This Agreement will not be effective or enforceable until the seven- (7- ) day revocation period has expired. If the Executive revokes this

Agreement, the Agreement shall be null and void in its entirety and the Company shall have no further obligations to the Executive under this Agreement, including, but not limited to, paying the Severance to the Executive pursuant to Section 3, above. If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the eighth (8th) day after the Executive executes this Agreement (the “Effective Date”).

(f)The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to this Agreement, and has been given a sufficient period within which to consider this Agreement.

(g)The Executive acknowledges that this Release relates only to claims that exist as of the Effective Date of this Agreement.

7.Confidential Information. The Executive acknowledges that during the course of the Executive’s employment with the Company and other members of the Company Group, the Executive has been exposed to and has received information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, “Confidential Information”). The Executive warrants and agrees that he has not and will not, directly or indirectly, divulge, disclose, transmit, reproduce, convey, summarize, quote, share, or make accessible to any other person or entity any Confidential Information, or use Confidential Information for his own or any other person’s or entity’s benefit. The Executive agrees that he will not disclose, or cause to be disclosed in any way, the terms of this Agreement, except for the purpose of enforcing this Agreement, should that ever be necessary; provided, however, that the foregoing does not prohibit the Executive from providing this information on a confidential basis to his current spouse, attorney, accountant, or financial advisor so long as he ensures that these parties maintain the strict confidentiality of this Agreement; provided thatnothing herein prevents the Company from filing this Agreement with the Securities and Exchange Commission or another government agency, and provided further thatshould this Agreement become publicly available as a result of such Company filing, this Agreement no longer will be deemed confidential under this Section 7.

8.Company Property. The Executive warrants and represents that on or before the Termination Date, the Executive has returned (and has not retained any copies thereof) any and all Company property in his possession, including, but not limited to, vehicles, cell phones, laptops and similar Company-issued devices, ID cards, keys, log-in credentials and passwords, and Confidential Information, whether retained electronically or in hard copy, including, without limitation, all notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during the Executive’s employment with the Company Group. Notwithstanding the foregoing and in support of the Company’s and Executive’s mutual objective to ensure a smooth transition, the Company shall permit Executive to have access to Executive’s corporate google account until March 27, 2015, which access shall not be considered a breach of this Section 8. Any use of Company property by Executive in connection with assistance being provided to, for, or on behalf of the Company (at the Company’s request or direction) shall not be considered a breach of this provision.

9.Non-Competition. By and in consideration of the Company entering into this Agreement, including the Company’s obligation to pay the Executive the Severance as provided in Section 3, above, the Executive agrees that the Executive shall not, for a period of six (6) months after the Termination Date (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any

manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that, in no event shall (a) ownership by the Executive of two percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 9, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a shareholder thereof, or (b) being employed by an entity, standing alone, be prohibited by this Section 9, so long as the entity has more than one discrete and readily distinguishable part of its business and the Executive’s duties are not at or involving the part of the entity’s business that is actively engaged in a Restricted Enterprise. For purposes of this Section 9, “Restricted Enterprise” shall mean any person or entity that is engaged, directly or indirectly, in (or intends or proposes to engage in, or has been organized for the purpose of engaging in) a business which is in material competition with a business of any member of the Company Group in any country or territory in which such member of the Company Group markets any of its services or products or has plans to begin marketing any of its services or products. Notwithstanding the foregoing, it shall not be a breach of this provision, or a breach of any non-solicitation covenant by which former Company employee Mitchell Lewis is bound, for the Executive to seek or accept employment from Mitchell Lewis or BlueLinx Corporation, or provide services to, for and on behalf of Mitchell Lewis or BlueLinx Corporation, so long as both the Executive and Mr. Lewis comply with all of their other obligations to the Company and/or Holdings, including, in the case of the Executive, all of his other obligations as set forth in this Agreement.

10.Non-Solicitation of Employees. During the Restriction Period, the Executive shall not, directly or indirectly, hire, induce or solicit (or assist any other person or entity to hire, contact, induce or solicit) for employment any person who is, or within the 12 months prior to the date of such hiring, contacting, inducing or solicitation was, an employee of any member of the Company Group.

11.Non-Interference with Business Relationships. During the Restriction Period, the Executive shall not, directly or indirectly, encourage, induce or solicit (or assist any other person or entity to encourage, induce or solicit) any customer or client of any member of the Company Group to terminate its relationship or otherwise cease doing business in whole or in part with any member of the Company Group, or directly or indirectly interfere with (or assist any other person or entity to interfere with) any material relationship between the Company Group and any of its or their customers or clients so as to cause harm to any member of the Company Group.

12.Extension of Restriction Period. The Restriction Period shall be tolled for any period during which the Executive is in breach (as determined by a court or as mutually agreed to have occurred) of any of Sections 9, 10, or 11 hereof.

13.Non-Disparagement. The Executive covenants and agrees that he will not, directly or indirectly, make any statement or engage in any conduct that disparages or denigrates in any way, the Company Group or any of the other Company Released Parties, nor any of its or their businesses, products, or services.

14.Legal Process. If the Executive receives a subpoena or process from any person or entity (including, but not limited to, any governmental agency) which would or may require the Executive to disclose documents or information or provide testimony (in a deposition, court proceeding, or otherwise) regarding, in whole or in part, the Company Group and/or any Confidential Information, the Executive will: (a) notify the Company Group of the subpoena or other process, in writing, within three (3) days of receiving it, and (b) to the maximum extent possible, not make any disclosure until the Company Group has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure, limit the scope or nature of such disclosure, and/or seek to participate in the proceeding or matter in which the disclosure is sought.

15.Cooperation. The Executive agrees that he will cooperate reasonably with the Company in connection with any existing or future investigation by or legal action(s) involving the

Company Group, whether administrative, civil, or criminal in nature, in which and to the extent that the Company Group believes the Executive may have relevant knowledge or information or that that Executive’s cooperation may otherwise be helpful. Such cooperation shall include, but not be limited to, preparing for any trials, hearings, or other proceedings, and providing truthful testimony in connection therewith. The Company Group will make good faith reasonable efforts to schedule the Executive’s cooperation so as not to unduly interfere with his personal or business pursuits. The Executive’s cooperation under this Section 15 will be without further compensation to the Executive, except that the Company Group will reimburse the Executive for the reasonable, pre-approved out of pocket expenses the Executive incurs in connection with such cooperation.

16.Complete Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements, oral or written, between the parties hereto with respect to the subject matter hereof.

17.Nonassignability. No right granted to the Executive under this Agreement shall be assignable or transferable (whether by operation of law or otherwise and whether voluntarily or involuntarily).

18.Successors and Assigns.

(a)This Agreement shall not be terminated by any merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any other member of the Company Group (a “Business Combination”). In the event of any Business Combination, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person to which such assets are transferred (the “Surviving Company”) and such Surviving Company shall be treated as the Company hereunder.

(b)This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die and, under the terms of this Agreement, any payment would be required to the Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Executive to receive such amounts or, if no person is so appointed, to the Executive’s estate.

19.Waiver. The failure to enforce at any time any provision of this Agreement or to require at any time performance by another party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement, or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Agreement.

20.Counterparts. This Agreement may be executed by .pdf or facsimile signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

21.Governing Law, Validity. The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the state of Delaware without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement (or portion thereof) shall not affect the validity or enforceability of any other provision of this Agreement, which other provisions shall remain in full force and effect. If any provision of this Agreement is found to be illegal, void or incapable of being enforced by a court of appropriate jurisdiction, the parties consent to the authority of such court to “blue pencil” or otherwise modify any such provision so as to render such provision enforceable while maintaining the original intent of the parties, as set forth herein, to the maximum extent possible. In the event of any dispute, claim, or litigation arising out of or relating in any way to this Agreement, the parties hereby agree and consent to

be subject to the jurisdiction of the state courts of Fulton County, Georgia. The parties hereby irrevocably waive, to the fullest extent permitted by law, (a) any objection that it may now or hereafter have to laying venue of any suit, action or proceeding brought in such court, (b) any claim that any suit, action or proceeding brought in such court has been brought in an inconvenient forum, and (c) any defense that it may now or hereafter have based on lack of personal jurisdiction in such forum.

22.Section 409A. It is the intent of the parties to this Agreement that no payments under this Agreement be subject to the additional tax on deferred compensation imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, the Company does not guarantee that any payment hereunder complies with or is exempt from Section 409A of the Code and neither the Company, nor any of the Company Released Parties, shall have any liability with respect to any failure of any payments or benefits herein to comply with or be exempt from Section 409A of the Code. Each payment payable hereunder shall constitute a payment in a series of payments for all purposes.

23.Notice. For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by certified mail to the following addresses:

If to Executive:

Attention:Shyam K. Reddy

17 Habersham Cove Dr. Atlanta, GA 30305

If to the Company or Holdings:

Attention:Mary Cullin

Chief Financial Officer 303 Research Drive

Norcross, GA 30092

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

24.Authorization. Holdings and the Company each warrants and represents that the individual(s) signing this Agreement on its behalf is/are fully authorized to do so.

[Signatures appear on the following page]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.

EURAMAX HOLDINGS, INC.

By: /s/ Hugh E. Sawyer

Name: Huge E. Sawyer

Title: President

Date: March 19, 2015

EURAMAX INTERNATIONAL, INC.

By: /s/ Hugh E. Sawyer

Name: Hugh E. Sawyer

Title: President

Date: March 19, 2015

EXECUTIVE

By: /s/ Shyam K. Reddy

Shyam K Reddy

Date: March 19, 2015

EX-10.26

February 6, 2015

Via Overnight Courier

Euramax International, Inc.

Euramax Holdings, Inc.

Amerimax Richmond Company

303 Research Drive, Suite 400

Norcross, Georgia 30092

Attention: Mary S. Cullin

RE: Ninth Amendment to Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement (this "Amendment")

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement dated March 18, 2011 (as at any time amended, modified, restated, or supplemented, the "Credit Agreement"), by and among EURAMAX INTERNATIONAL, INC.,a Delaware corporation ("Borrower"), EURAMAX HOLDINGS, INC., a Delaware corporation ("Holdings"), AMERIMAXRICHMOND COMPANY, an Indiana corporation ("Richmond"; Holdings and Richmond are collectively referred to herein as "Guarantors" and individually as a "Guarantor"; Borrower and Guarantors are collectively referred to herein as "Credit Parties" and individually as a "Credit Party"), REGIONS BANK, an Alabama banking corporation, in its capacity as collateral and administrative agent (together with its successors in such capacity, "Agent") for various financial institutions (together with their respective successors and permitted assigns, "Lenders") party from time to time to the Credit Agreement, and Lenders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

Credit Parties have requested that Agent and Lenders agree to enter into this Amendment. Subject to the terms and conditions set forth herein, Agent and Lenders are willing to enter into this Amendment.

NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.Seasonal Overadvance Notice. By its execution of this Amendment, Borrower requests, effective as of January 26, 2015, that Agent and Lenders add the Seasonal Overadvance (Type B) Amount to the Borrowing Base. The parties hereto acknowledge and agree that this Amendment constitutes a "Seasonal Overadvance Notice" under the Credit Agreement.

2.Amendments to Credit Agreement. Effective as of January 26, 2015, the Credit Agreement is hereby amended as follows:

(a)By adding the following definitions of "Alternate Financial Covenant Conditions", "Seasonal Overadvance (Alternate Type B) Conditions" and "Seasonal Overadvance (Alternate Type B) Period" to Section 1.1 of the Credit Agreement in appropriate alphabetical order:

"Alternate Financial Covenant Conditions" means, at any date of determination, the following conditions:

(a)(i) a Seasonal Overadvance (Type B) Period is then in effect, (ii) the Seasonal Overadvance (Type B) Conditions have been satisfied, and (iii) as of such date, the Seasonal Overadvance (Type B) Conditions are not being determined based upon the Seasonal Overadvance (Alternate Type B) Conditions, or

(b)a Seasonal Overadvance (Type C) Period is then in effect and the Seasonal Overadvance (Type C) Conditions have been satisfied,

"Seasonal Overadvance (Alternate Type B) Conditions" means, at all times during the Seasonal Overadvance (Alternate Type B) Period that the Applicable Seasonal Overadvance Amount is being determined based upon the Seasonal Overadvance (Type B) Amount, each of the following conditions, the satisfaction of which shall be determined by Agent:

(a)Borrowers pay to Agent the Seasonal Overadvance Fee,

(b)Prior to requesting any Loan during the applicable Seasonal Overadvance (Type B) Period that could not be made if clause (c) of the definition of "Borrowing Base" equaled $0, and within thirty (30) days after the end of each fiscal month, Borrowers deliver to Agent, and Agent finds satisfactory, a set of consolidated and consolidating balance sheets and statements of income of Euramax and its Domestic Subsidiaries as at the end of such fiscal month, all in reasonable detail, together with a Financial Officer Certification with respect thereto;

(c)Concurrently with the delivery of the consolidated and consolidating balance sheets and statements of income of Euramax and its Domestic Subsidiaries described in the foregoing clause (b), Borrowers deliver to Agent a Compliance Certificate demonstrating the Seasonal Overadvance US Fixed Charge Coverage Ratio and Consolidated Adjusted EBITDA of Euramax and its Subsidiaries for the immediately preceding twelve-month period; and

(d)The Compliance Certificate most recently delivered pursuant to clause (c) of this definition demonstrates that (i) the Seasonal Overadvance US Fixed Charge Coverage Ratio for the immediately preceding twelve-month period is equal to or greater than 0.85 to 1.00, and (ii) Consolidated Adjusted EBITDA of Euramax and its Subsidiaries for the immediately preceding twelve-month period is equal to or greater than $52,000,000.

"Seasonal Overadvance (Alternate Type B) Period" means the period beginning on January 26, 2015 and concluding on April 30, 2015.

(b)By deleting the definition of "Seasonal Overadvance (Type A) Amount" set forth in Section 1.1 of the Credit Agreement and by substituting in lieu thereof the following:

"Seasonal Overadvance (Type A) Amount" means, (a) on any date during a Seasonal Overadvance (Type A) Period, as long as all of the Seasonal Overadvance (Type A) Conditions remain satisfied with respect to any period during which this clause (a) applies, an amount equal to $15,000,000, and (b) an amount equal to $0, on any date that (i) is not during a Seasonal Overadvance (Type A) Period, or (ii) as of which one or more of the Seasonal Overadvance (Type A) Conditions is not satisfied.

(c)By deleting clause (b) from the definition of "Seasonal Overadvance (Type A) Conditions" set forth in Section 1.1 of the Credit Agreement and by substituting in lieu thereof the following:

(b) Borrowers pay to Agent the Seasonal Overadvance Fee, except to the extent that the Seasonal Overadvance Fee has already been paid during the applicable calendar year, and

(d)By adding the following new sentence at the end of the definition of "Seasonal Overadvance (Type B) Conditions" set forth in Section 1.1 of the Credit Agreement:

Notwithstanding the foregoing, at any time during the Seasonal Overadvance (Alternate Type B) Period that the foregoing conditions are not satisfied, "Seasonal Overadvance (Type B) Conditions" shall mean the Seasonal Overadvance (Alternate Type B) Conditions.

(e)By deleting the period at the end of the definition of "Seasonal Overadvance (Type B) Period" set forth in Section 1.1 of the Credit Agreement and by substituting in lieu thereof the following:

; provided, that, during Fiscal Year 2015, the Seasonal Overadvance (Type B) Period shall also include the Seasonal Overadvance (Alternate Type B) Period.

(f)By deleting Sections 6.8(a) and 6.8(b) of the Credit Agreement in their respective entireties and by substituting in lieu thereof the following, respectively:

(a)Fixed Charge Coverage Ratio. During any Financial Covenant Testing Period, except when the Alternate Financial Covenant Conditions are satisfied, the Credit Parties shall not permit the Fixed Charge Coverage Ratio for Euramax and its Subsidiaries to be less than 1.00 to 1.00, with such covenant tested as of the last day of the fiscal month ending immediately prior to the Financial Covenant Testing Period for which financial statements have been delivered to Agent and Lenders pursuant to Section 5.1 and as of the last day of each fiscal month thereafter for the immediately preceding twelve-month period.

(b)Minimum Consolidated Adjusted EBITDA. During any Financial Covenant Testing Period, as long as the Alternate Financial Covenant Conditions are satisfied, the Credit Parties shall not permit the Consolidated Adjusted EBITDA for Euramax and its Subsidiaries to be less than $52,000,000, as of any date of determination, with such covenant tested as of the last day of the fiscal month ending immediately prior to the Financial Covenant Testing Period for which financial statements have been delivered to Agent and Lenders pursuant to Section 5.1 and as of the last day of each fiscal month thereafter occurring during the Financial Covenant Testing Period for the immediately preceding twelve-month period.

3.Ratification and Reaffirmation; Acknowledgement; and Representations and Warranties.

(a)Each Credit Party hereby ratifies and reaffirms the Obligations, each of the Credit Documents and all of such Credit Party's covenants, duties, indebtedness and liabilities under the Credit Documents. Each Credit Party acknowledges and stipulates that the Credit Agreement and the other Credit Documents executed by such Credit Party are legal, valid and binding obligations of such Credit Party that are enforceable against such Credit Party in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by such Credit Party); and the security interests and Liens granted by such Credit Party in favor of Agent are duly perfected, first priority security interests and liens with respect to the ABL Priority Collateral.

(b)Credit Parties, Agent and Lenders acknowledge that, due to a scrivener's error, the eighth amendment to the Credit Agreement that Credit Parties, Agent and Lender entered into on December 8, 2014, was mistakenly referred to as the "Seventh Amendment to Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement" (the "December 2014 Amendment"). Notwithstanding such scrivener's error, Credit Parties, Agent and Lenders acknowledge that (i) the seventh amendment to the Credit Agreement was actually the letter agreement among Credit Parties and Regions Bank, as Agent and sole Lender, dated June 11, 2014, (ii) the eighth amendment to the Credit Agreement was actually the December 2014 Amendment, and (iii) this Amendment is the ninth amendment to the Credit Agreement.

(c)Each Credit Party represents and warrants to Agent and the Lenders, to induce Agent and the Lenders to enter into this Amendment, that no Default or Event of Default exists on the date hereof; the execution, delivery and performance of this Amendment have been duly authorized by all requisite corporate action on the part of such Credit Party and this Amendment has been duly executed and delivered by such Credit Party; and all of the representations and warranties made by such Credit Party in the Credit Agreement are true and correct on and as of the date hereof.

4.Expenses of Agent. Credit Parties agree to pay, on demand, all reasonable costs and expenses incurred by Agent in connection with the preparation, negotiation and execution of this Amendment and any other Credit Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the reasonable and documented costs and fees of Agent's legal counsel and any taxes or expenses associated with or incurred in connection with any instrument or agreement referred to herein or contemplated hereby.

5.Miscellaneous. Except as expressly set forth in this Amendment, nothing herein shall be deemed to amend or modify any provision of the Credit Agreement or any of the other Credit Documents, each of which shall remain in full force and effect. This Amendment shall be part of the Credit Agreement and a breach of any representation, warranty or covenant herein shall constitute an Event of Default. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement," "hereunder," or words of like import shall mean and be a reference to the Credit Agreement, as amended by this Amendment. This Amendment is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Credit Agreement as herein modified shall continue in full force and effect. Each Credit Party agrees to take such further actions as Agent shall reasonably request from time to time in connection herewith to evidence or give effect to the amendments set forth herein or any of the transactions contemplated hereby. Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto.

[Remainder of page intentionally left blank.]

This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The parties acknowledge that this Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto (but such party shall promptly deliver to Agent an original signature by overnight delivery). To the fullest extent permitted by applicable law, the parties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim or proceeding arising out of or related to this Amendment.

Very truly yours,

REGIONS BANK, as Agent

("Agent")

By: /s/ Linda Harris

Linda Harris, Senior Vice President

REGIONS BANK

("Lender")

By: /s/ Linda Harris

Linda Harris, Senior Vice President

[Signature pages continue on following page.]

Euramax International, Inc.

Euramax Holdings, Inc.

Amerimax Richmond Company

By: /s/ Mary S. Cullin

Mary S. Cullin, Chief Financial Officer

EX-10.27

March 23, 2015

Via Overnight Courier

Euramax International, Inc.

Euramax Holdings, Inc.

Amerimax Richmond Company

303 Research Drive, Suite 400

Norcross, Georgia 30092

Attention: Mary S. Cullin

RE: Tenth Amendment to Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement (this "Amendment")

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement dated March 18, 2011 (as at any time amended, modified, restated, or supplemented, the "Credit Agreement"), by and among EURAMAX INTERNATIONAL, INC.,a Delaware corporation ("Borrower"), EURAMAX HOLDINGS, INC., a Delaware corporation ("Holdings"), AMERIMAXRICHMOND COMPANY, an Indiana corporation ("Richmond"; Holdings and Richmond are collectively referred to herein as "Guarantors" and individually as a "Guarantor"; Borrower and Guarantors are collectively referred to herein as "Credit Parties" and individually as a "Credit Party"), REGIONS BANK, an Alabama banking corporation, in its capacity as collateral and administrative agent (together with its successors in such capacity, "Agent") for various financial institutions (together with their respective successors and permitted assigns, "Lenders") party from time to time to the Credit Agreement, and Lenders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

Credit Parties have requested that Agent and Lenders agree to enter into this Amendment. Subject to the terms and conditions set forth herein, Agent and Lenders are willing to enter into this Amendment.

NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.    Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:

(a)    By adding the following definition of "Tenth Amendment Date" to Section 1.1 of the Credit Agreement in appropriate alphabetical order:

"Tenth Amendment Date" means March 23, 2015.

(b)    By deleting the definitions of "Minimum Excess Availability Reserve", "Seasonal Overadvance (Type A) Period" and "Seasonal Overadvance (Alternate Type B) Period" set forth in Section 1.1 of the Credit Agreement in their respective entireties and by substituting in lieu thereof the following, respectively:

"Minimum Excess Availability Reserve" means: (i) on any Business Day of determination on or after the Closing Date but prior to the Tenth Amendment Date, a reserve in the amount of $1,000,000, (ii) on any Business Day of determination on or after the Tenth Amendment Date but prior to June 1, 2015, a reserve in the amount of $0, and (iii) on any Business Day of determination on or after June 1, 2015, a reserve in the amount of $1,000,000.

"Seasonal Overadvance (Type A) Period" means: (i) during 2015, the period beginning on the first day of the fiscal month commencing on or about February 1, 2015, and concluding on the last day of the fiscal month ending on or about June 30, 2015, and (ii) during any other calendar year, the period beginning on the first day of the fiscal month commencing on or about February 1 of such year and concluding on the last day of the fiscal month ending on or about May 31 of such year.

"Seasonal Overadvance (Alternate Type B) Period" means the period beginning on January 26, 2015 and concluding on May 31, 2015.

(c)    Effective as of December 31, 2014, by deleting the reference to "(or such lesser percentage as Agent or Agent and Co-Collateral Agent collectively may determine from time to time in their Credit Judgment)" from clause (b) of the definition of "Borrowing Base" set forth in Section 1.1 of the Credit Agreement.

(d)    Effective as of December 31, 2014, by deleting in its entirety clause (r) of the definition of "Eligible Accounts" set forth in Section 1.1 of the Credit Agreement, and by substituting in lieu thereof the following:

(r)    which Agent deems, in its Credit Judgment, to be ineligible; provided, that the aggregate amount of Accounts deemed ineligible under this clause (r) shall not exceed $5,000,000 outstanding at any time; provided, further that if and when Agent determines that an Account is ineligible under this clause (r) and the designation of such Account as ineligible would cause a payment obligation under Section 2.20(b)(i)(C), then Agent shall give Borrower Agent two (2) Business Days prior written notice of the exclusion of such Account from the Borrowing Base.

(e)    Effective as of December 31, 2014, by deleting in its entirety clause (m) of the definition of "Eligible Inventory" set forth in Section 1.1 of the Credit Agreement, and by substituting in lieu thereof the following:

(m)    which Agent otherwise in its Credit Judgment deems to not be Eligible Inventory; provided, that the aggregate amount of Inventory deemed ineligible under this clause (m) shall not exceed $5,000,000 outstanding at any time; provided, further that if and when Agent determines that any Inventory is ineligible under this clause (m) and the designation of such Inventory as ineligible would cause a payment obligation under Section 2.20(b)(i)(C), then Agent shall give Borrower Agent two (2) Business Days prior notice of the exclusion of such Inventory from the Borrowing Base.

(f)    By deleting the first sentence of Section 5.1(s) of the Credit Agreement in its entirety and by substituting in lieu thereof the following:

- 2 -

(s)    Borrowing Base Information. During the period beginning on the Tenth Amendment Date through and including May 31, 2015, on the last Business Day of each week (and more frequently if required by Agent or Agent and Co-Collateral Agent collectively), and at all other times, within twenty-five (25) days of the end of each month (and more frequently if required by Agent or Agent and Co-Collateral Agent collectively), a completed Borrowing Base Certificate in the form of Exhibit I, with such amendments or modifications as may be approved by Agent.

(g)    By deleting Section 6.8(a) of the Credit Agreement in its entirety and by substituting in lieu thereof the following:

(a)    Fixed Charge Coverage Ratio. During any Financial Covenant Testing Period, except when the Alternate Financial Covenant Conditions are satisfied, the Credit Parties shall not permit the Fixed Charge Coverage Ratio for Euramax and its Subsidiaries to be less than (i) 0.90 to 1.00 during the period beginning on the Tenth Amendment Date through and including May 31, 2015, and (ii) at all other times, 1.00 to 1.00, with such covenant tested at all times as of the last day of the fiscal month ending immediately prior to the Financial Covenant Testing Period for which financial statements have been delivered to Agent and Lenders pursuant to Section 5.1 and as of the last day of each fiscal month thereafter for the immediately preceding twelve-month period.

2.    Ratification and Reaffirmation; Acknowledgement; and Representations and Warranties.

(a)    Each Credit Party hereby ratifies and reaffirms the Obligations, each of the Credit Documents and all of such Credit Party's covenants, duties, indebtedness and liabilities under the Credit Documents. Each Credit Party acknowledges and stipulates that the Credit Agreement and the other Credit Documents executed by such Credit Party are legal, valid and binding obligations of such Credit Party that are enforceable against such Credit Party in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by such Credit Party); and the security interests and Liens granted by such Credit Party in favor of Agent are duly perfected, first priority security interests and liens with respect to the ABL Priority Collateral.

(b)    Each Credit Party represents and warrants to Agent and the Lenders, to induce Agent and the Lenders to enter into this Amendment, that no Default or Event of Default exists on the date hereof; the execution, delivery and performance of this Amendment have been duly authorized by all requisite corporate action on the part of such Credit Party and this Amendment has been duly executed and delivered by such Credit Party; and all of the representations and warranties made by such Credit Party in the Credit Agreement are true and correct on and as of the date hereof.

- 3 -

3.    Amendment Fee; Expenses of Agent. In consideration of Agent's willingness to enter into this Amendment as set forth herein, Credit Parties agree to pay to Agent an amendment fee in the amount of $25,000 in immediately available funds on the date hereof (the "Amendment Fee"). The effectiveness of the amendments contained in Section 1 hereof is subject to Agent's receipt of the Amendment Fee. Additionally, Credit Parties agree to pay, on demand, all reasonable costs and expenses incurred by Agent in connection with the preparation, negotiation and execution of this Amendment and any other Credit Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the reasonable and documented costs and fees of Agent's legal counsel and any taxes or expenses associated with or incurred in connection with any instrument or agreement referred to herein or contemplated hereby.

4.    Miscellaneous. Except as expressly set forth in this Amendment, nothing herein shall be deemed to amend or modify any provision of the Credit Agreement or any of the other Credit Documents, each of which shall remain in full force and effect. This Amendment shall be part of the Credit Agreement and a breach of any representation, warranty or covenant herein shall constitute an Event of Default. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement," "hereunder," or words of like import shall mean and be a reference to the Credit Agreement, as amended by this Amendment. This Amendment is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Credit Agreement as herein modified shall continue in full force and effect. Each Credit Party agrees to take such further actions as Agent shall reasonably request from time to time in connection herewith to evidence or give effect to the amendments set forth herein or any of the transactions contemplated hereby. Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto.

[Remainder of page intentionally left blank.]

- 4 -

This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The parties acknowledge that this Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto (but such party shall promptly deliver to Agent an original signature by overnight delivery). To the fullest extent permitted by applicable law, the parties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim or proceeding arising out of or related to this Amendment.

Very truly yours,

REGIONS BANK, as Agent

("Agent")

By:/s/ Linda Harris

Linda Harris, Senior Vice President

REGIONS BANK

("Lender")

By:/s/ Linda Harris

Linda Harris, Senior Vice President

[Signature pages continue on following page.]

Tenth Amendment to Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement (Euramax)

EURAMAX INTERNATIONAL, INC.

EURAMAX HOLDINGS, INC.

AMERIMAX RICHMOND COMPANY

By:/s/ Mary S. Cullin

Mary S. Cullin, Chief Financial Officer

Tenth Amendment to Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement (Euramax)

EX-10.28

EURAMAX HOLDINGS, INC.
RETENTION COMPENSATION PROGRAM

ADOPTED BY BOARD ON JANUARY 22, 2015

SECTION 1. RETENTION COMPENSATION PROGRAM

1.1 Purpose. The purpose of the Euramax Holdings, Inc. Retention Compensation Program (the “Program”) is to ensure continuity of key leadership and to ensure that Euramax Holdings, Inc. is able to achieve certain financial targets, execute certain financial, operational, and strategic initiatives and address its impending debt maturities in a timely and successful manner. This Program is intended to replace and supersede in its entirety the Euramax Holdings, Inc. Performance Incentive Plan, which was effective as of July 1, 2014.

1.2 Effective Date. January 1, 2015

SECTION 2. DEFINITIONS AND TERMS

The following words and phrases as used herein shall have the following meanings.

“Base Salary” means a Participant’s base salary at the annual rate in effect on the Second Bonus Payment Date.

“Bonus” means the First Bonus, Second Bonus, or both.

“Capital Markets Transaction” means the refinancing, replacement, equitizing, extension, modification or other transaction having the effect of refinancing, replacing, extending, equitizing or extending all or a portion of (x) the existing 9.5% Senior Secured Notes due 2016 of the Company, (y) indebtedness under the existing senior unsecured credit and guaranty agreement of the Company, dated as of March 3, 2011, as amended, and (z) indebtedness under the existing asset-based revolving credit facility of the Company with Regions Bank.

“Committee” means the Compensation Committee of the Company’s Board of Directors.

“Company” means Euramax Holdings, Inc., its subsidiaries, affiliated parties, and any successor, whether by merger, ownership of all or substantially all of its assets, or otherwise.

“First Bonus” means the retention bonus payable no later than April 15, 2015, if the Participant remains employed through April 1, 2015.

“Participant” means an employee of the Company who has been selected by the Committee to participate in the Program and who has entered into a Participation Agreement.

“Participation Agreement” means the agreement between the Company and a Participant evidencing the terms of such Participant’s participation in the Program.

“Program” has the meaning set forth in Section 1.1.

“Second Bonus” means the bonus payable upon the Second Bonus Payment Date, if the Participant remains employed through such date.

“Second Bonus Payment Date” means the earlier of September 15, 2015 or the consummation of a Capital Markets Transaction.

“Section 409A” shall have the meaning set forth in Section 7.

SECTION 3. ADMINISTRATION OF THE PROGRAM

3.1 Administration. The Program shall be administered by the Committee. The Committee shall have the sole authority to select Participants, and, subject to Section 4.3, to determine the time or times at which and the form and manner in which payments will be made under the Program, and will be responsible for the administration of the Program, in accordance with its terms. The Committee shall have the authority to construe and interpret the Program (except as otherwise provided herein), may adopt rules and regulations governing the administration of the Program, and shall exercise all other duties and powers conferred on it by the Program, or which are incidental or ancillary thereto. All determinations by the Committee shall be final, binding and conclusive on all persons.

3.2 Requisite Action. A majority (but not fewer than two) of the members of the Committee shall constitute a quorum. The vote of a majority of those present at a meeting at which a quorum is present or the unanimous written consent of the Committee shall constitute action by the Committee.

SECTION 4. BONUS PROVISIONS.

4.1 Participation Agreement. As a condition to participation in the Program, each Participant shall enter into a Participation Agreement in substantially the form attached hereto as Exhibit A. The Participation Agreement shall set forth the terms of the Participant’s participation in the Program including, without limitation, the amount of the First Bonus and Second Bonus for which the Participant is eligible and the requirement of continued employment to earn such First Bonus and Second Bonus. In addition, the Participation Agreement shall require the Participant to acknowledge that participation in this Program and acceptance of the Participation Agreement shall replace any and all rights the Participant has or would have had under the Participation Agreement granted to such Participant under the Euramax Holdings, Inc. Performance Incentive Plan. If a Participant does not timely execute the Participation Agreement, the Committee may remove the Participant from participation in this Program.

4.2 Conditions to Payment of Bonuses. In order for a Participant to be entitled to the First Bonus, the Participant must remain employed with the Company through April 1, 2015. In order for the Participant to be entitled to the Second Bonus, the Participant must remain employed with the Company through the Second Bonus Payment Date.

4.3 Time of Payment. The First Bonus shall be paid on or before April 15, 2015. The Second Bonus shall be paid on or within 10 days following the Second Bonus Payment Date. Any Bonus shall be paid by check or direct deposit on such payment date.

4.4 Withholding. The Company shall be entitled to withhold from any payments due to a Participant any federal, state or local taxes required to be withheld by the Company under the then applicable provisions of the Internal Revenue Code or state or local laws.

SECTION 5. GENERAL PROVISIONS

5.1 Absence of Liability. No member of the Board of Directors of the Company or the Committee or any officer of the Company shall be liable for any act or inaction hereunder, whether of commission or omission.

2

5.2 No Funding of Program. The Company shall not be required to fund or otherwise segregate any cash or any other assets that may at any time be paid to Participants under the Program. The Program shall constitute an “unfunded” plan of the Company. The Company shall not, by any provisions of the Program, be deemed to be a trustee of any property, and any obligations of the Company to any Participant under the Program shall be those of a debtor and any rights of any Participant or former Participant shall be no greater than those of a general unsecured creditor.

5.3 Non-Transferability of Benefits and Interests. Except as expressly provided by the Committee, no benefit payable under the Program shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any such attempted action shall be void and no such benefit shall be in any manner liable for or subject to debts, contracts, liabilities, engagements or torts of any Participant or former Participant. This Section 5.3 shall not apply to an assignment of a contingency or payment due after the death of the Participant to the deceased Participant’s legal representative or beneficiary.

5.4 Rights of Participants. Nothing in this Program or in any Participation Agreement shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment at any time (with or without cause) or confer upon any Participant any right to continue in the employ of the Company for any period of time or to continue his or her present (or any other) rate of compensation. No employee shall have a right to be selected as a Participant.

5.5 Governing Law. All questions pertaining to the construction, regulation, validity and effect of the provisions of the Program shall be determined in accordance with the laws of the State of Georgia, without regard to its conflict of laws provisions.

5.6 Non-Exclusivity. The Program does not limit the authority of the Company, the Board of Directors, or the Committee to grant awards or authorize any other compensation under any other plan or authority.

SECTION 6. AMENDMENTS, REVISIONS, SUSPENSION OR TERMINATION OF PROGRAM

The Program may be reviewed by the Committee on a periodic basis for revisions, and the Committee may from time to time amend, suspend or terminate, in whole or in part, and if suspended or terminated, the Committee may reinstate, any or all of the provisions of the Program. Notwithstanding the foregoing, no amendment shall be made which would adversely impact awards that have been previously granted under the Program (except to the extent expressly set forth in this Program or in the affected Participant’s Participation Agreement). The Program is not a contract of employment for any period. Employment and termination of employment are governed by Company policies and procedures and not by the Program.

SECTION 7. COMPLIANCE WITH CODE SECTION 409A

This Program is intended to be exempt from or to otherwise satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder (“Section 409A”), to the extent applicable. All terms used in this Program shall be interpreted to the maximum extent possible to maintain the exemption from or to satisfy Section 409A. Notwithstanding anything herein to the contrary, the Company may, in its sole discretion and without the consent of any Participant, amend the Program to add, alter or remove any provision that the Committee deems necessary, appropriate or advisable to comply with Section 409A.

[SIGNATURE PAGE FOLLOWS]

3

EURAMAX HOLDINGS, INC.

BY: /s/ Hugh E. Sawyer

Name: Hugh E. Sawyer

Title: President

1

Exhibit A

PARTICIPATION AGREEMENTpursuant to theEURAMAX HOLDINGS, INC.
RETENTION COMPENSATION PROGRAM

This Participation Agreement (this “Agreement”) is made as of this ___ day of ______________, 2015 between Euramax Holdings, Inc., a Delaware corporation (the “Company”), and _________________ (the “Participant”). Capitalized terms used and not defined herein shall have the meaning given to such terms in the Program (as defined below).

WHEREAS, the Company has adopted and maintains the Euramax Holdings, Inc. Retention Compensation Program (the “Program”) to assist the Company in retaining, motivating and rewarding eligible individuals and to help ensure that the Company is able to achieve certain financial, operational and strategic initiatives; and

WHEREAS, the Program provides for the grant to Participants of rights to contingent payments pursuant to the Program as provided therein; and

WHEREAS, the Program replaces and supersedes the Euramax Holdings, Inc. Performance Incentive Plan (the “PIP”), and this Participation Agreement replaces and supersedes any Participation Agreement the Participant previously received pursuant to the PIP.

NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1.Participation. Pursuant to, and subject to, the terms and conditions set forth herein and in the Program, the Participant is hereby eligible to receive a First Bonus and a Second Bonus in accordance with and subject to the terms of the Program and this Agreement.

(a)The Participant’s First Bonus shall be equal to ______________ if the Participant remains employed through April 1, 2015.

(b)The Participant’s Second Bonus shall be in an amount equal to 50% of the Participant’s Base Salary, and shall be payable on or within 10 days after the Second Bonus Payment Date (as defined in the Program) if the Participant remains employed through such date.

By accepting this Participation Agreement, the Participant acknowledges and agrees that (i) the PIP satisfied any contractual obligation on the part of the Company to include Participant in the Company’s annual bonus program in fiscal year 2014, (ii) he/she accepted participation in the PIP in lieu of participation in the Company’s annual bonus program for any and all annual bonus opportunities for fiscal year 2014, (iii) this Program replaces the PIP in its entirety, (iv) the Participant’s Participation Agreement pursuant to the PIP is hereby terminated, and (v) the Participant shall have no rights to any payment or bonus under the PIP. The Participant also acknowledges that all rights to the First Bonus and to the Second Bonus shall be forfeited and this Agreement shall be cancelled and of no further effect if the Participant voluntarily terminates employment for any reason prior to the payment date for such Bonus.

2

2.Incorporation of the Program. All terms, conditions and restrictions of the Program are incorporated herein and made a part hereof as if stated herein. If there is any conflict between the terms and conditions of the Program and this Agreement, the terms and conditions of the Program, as interpreted by the Committee, shall govern. The Participant hereby acknowledges receipt of a true copy of the Program and that the Participant has read the Program carefully and fully understands its content. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Program and this Agreement shall be final, binding and conclusive on the Company and the Participant.

3.Delays or Omissions. No delay or failure to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under the Program or this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

4.Confidentiality of Agreement. The terms of this Agreement are strictly confidential and, other than with respect to information required to be disclosed by applicable law, the Participant agrees not to disclose the existence of this Agreement or the terms of this Agreement to any person at any time; provided the Participant may disclose this Agreement and/or any of its terms to the Participant’s immediate family, financial advisors and attorneys, so long as the Participant instructs every such person to whom the Participant makes such disclosure not to disclose the terms of this Agreement further.

5.Entire Agreement. This Agreement and the Program contain the entire understanding of the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Program. This Agreement, including without limitation the Program, supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof and the subject matter set forth in the Program. Except as may be specifically provided for herein, this Agreement may not be amended in any respect except by a writing signed by both parties hereto.

6.Acknowledgement. The Participant acknowledges and agrees that (i) his or her rights under this Agreement are contractual in nature and nothing contained herein shall create any equity interest in the Company or any of its affiliates and (ii) neither the Company nor any of its officers, directors or affiliates shall owe any fiduciary duty of any kind to the Participant by virtue of the Program.

7.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which shall constitute one and the same instrument.

8.Governing Law. This Agreement and the rights and obligations of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State ofGeorgia without giving effect to the choice of law principles thereof.

3

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and the Participant has hereunto signed this Agreement on his or her own behalf, thereby representing that he or she has carefully read and understands this Agreement and the Program as of the day and year first written above.

EURAMAX HOLDINGS, INC.

____________________________

Name:
Title:

[INSERT NAME]

____________________________

EX-10.29

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 23, 2015 (the “Effective Date”), by and between Euramax International, Inc., a Delaware corporation (the “Company”) and John F. Blount (the “Executive”) (each of the Company and the Executive, a “Party,” and collectively, the “Parties”).

WHEREAS, the Company desires to employ the Executive as Senior Vice President, Chief Administrative Officer and General Counsel of the Company and wishes to acquire and be assured of the Executive’s services on the terms and conditions hereinafter set forth; and

WHEREAS, the Executive desires to be employed by the Company as Senior Vice President, Chief Administrative Officer and General Counsel and to perform and to serve the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the Parties hereto agree as follows:

Section 1.Employment.

1.1.Term. Subject to Section 3 hereof, the Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, and such other members of the Company Group as the Board of Directors of Holdings (the “Board”) shall determine, in each case pursuant to this Agreement, for a period commencing on the Effective Date and ending on the second anniversary of the Effective Date (the “Initial Term”); provided, however, that the period of the Executive’s employment pursuant to this Agreement shall be automatically extended for successive one-year periods thereafter (each, a “Renewal Term”), in each case unless either Party hereto provides the other Party hereto with written notice that such period shall not be so extended at least six (6) months in advance of the expiration of the Initial Term or the then-current Renewal Term, as applicable (the Initial Term and any Renewal Term, collectively, the “Term”). The Executive’s period of employment pursuant to this Agreement shall hereinafter be referred to as the “Employment Period.”

1.2.Duties. During the Employment Period, the Executive shall serve as the Senior Vice President, Chief Administrative Officer and General Counsel of the Company and in such other positions as an officer or director of such other members of the Company Group as the Board shall determine, and shall report directly to the Chief Executive Officer of the Company. In the Executive’s position as Senior Vice President, Chief Administrative Officer and General Counsel, the Executive shall perform such duties, functions and responsibilities during the Employment Period as are commensurate with such position, as reasonably and lawfully directed by the Chief Executive Officer. The Executive’s principal place of employment shall be the Company’s headquarters in Norcross, Georgia.

1.3.Exclusivity. During the Employment Period, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company Group, shall faithfully serve the Company Group, and shall conform to and comply with the lawful and reasonable directions and instructions given to the Executive by the Chief Executive Officer, consistent with Section 1.2 hereof, provided such instructions do not conflict with the Executive’s duties and obligations as a member of the State Bar of Georgia. During the Employment Period, the Executive shall use his best efforts to promote and serve the interests of the Company Group and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit; provided, that the Executive may (a) serve any civic, charitable, educational or professional organization, (b) serve on the board of directors of for-profit business enterprises, provided that such service is approved by the Board, (c) complete his current role as board member, President, CEO, and Wind-Down Officer of ASHINC Corporation and its affiliated companies, and (d) manage his personal investments, in each case so long as any such activities do not (X) violate the terms of this Agreement (including Section 4) or (Y) materially interfere with the Executive’s duties and responsibilities to the Company Group.

Section 2.Compensation.

2.1.Salary. As compensation for the performance of the Executive’s services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $325,000, payable in accordance with the Company’s standard payroll policies (the “Base Salary”). The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the Board (or a committee thereof) in its discretion.

2.2.Annual Bonus. For each calendar year ending during the Employment Period, the Executive shall be eligible to receive an annual bonus (the “Annual Bonus”) pursuant to the Euramax Incentive Compensation Plan or such other bonus plan approved by the Board, in each case in accordance with the terms of such plan. The Executive’s target Annual Bonus opportunity for each calendar year that ends during the Employment Period shall equal not less than 35% of the Base Salary.

2.3.Equity.     Executive shall be granted not less than 500 shares of restricted stock in the Company in accordance with the Company’s Equity Plan (as defined in the Company’s 10-K for the fiscal year ended December 31, 2013) on terms no less favorable than those provided to other senior executives of the Company.

2.4.Future Compensation.     During the Employment Period, Executive shall be eligible to participate in any compensation grant, increase, program, or award (including but not limited to bonuses, equity awards, base salary increases, benefits, and other compensation programs) on the same basis as and commensurate with other senior executives of the Company.

2.5.Employee Benefits. During the Employment Period, the Executive shall be eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company as in effect from time to time on the same basis as other senior executives of the Company.

2.6.Paid Time Off. During the Employment Period, the Executive shall be entitled to 27 days of paid time off per calendar year, to be taken and carried over in accordance with the Company’s paid time off policy in effect from time to time.

2

2.7.Business Expenses. The Company shall pay or reimburse the Executive, upon presentation of documentation, for all commercially reasonable business out-of-pocket expenses that the Executive incurs during the Employment Period in performing his duties under this Agreement in accordance with the expense reimbursement policy of the Company as approved by the Board (or a committee thereof), as in effect from time to time.

Section 3.Employment Termination.

3.1.Termination of Employment. The Company may terminate the Executive’s employment hereunder for any reason during the Term, and the Executive may voluntarily terminate his employment hereunder for any reason during the Term, in each case (other than a termination by the Company for Cause) at any time upon not less than 30 days’ notice to the other Party (the date on which the Executive’s employment terminates for any reason is herein referred to as the “Termination Date”). Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to (a) payment of any Base Salary earned but unpaid through the date of termination, (b) unused paid time off (consistent with Section 2.4 hereof) paid out at the per-business-day Base Salary rate, (d) additional vested benefits (if any) in accordance with the applicable terms of applicable Company arrangements and (e) any unreimbursed expenses in accordance with Section 2.5 hereof (collectively, the “Accrued Amounts”).

3.2.Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (X) by the Company other than for Cause, death or Disability or (Y) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to: (i) continuation of the Base Salary at the rate in effect immediately prior to the Termination Date for 12 months following the Termination Date (the “Base Salary Continuation”) and (ii) to the extent permitted pursuant to the applicable plans, continuation on the same terms as an active employee (including, where applicable, coverage for the Executive and his dependents) of medical insurance benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for 12 months following the Termination Date or, if earlier, until the Executive becomes eligible for medical benefits from a subsequent employer (the “Medical Benefit Continuation”).

The Company’s obligations to pay the Base Salary Continuation and to provide Medical Benefit Continuation shall be conditioned upon the Executive’s continued compliance with his obligations under Section 4 of this Agreement. Notwithstanding any provision to the contrary herein, and without limitation of any remedies to which the Company may be entitled, the Base Salary Continuation shall be paid in equal installments commencing during the 45-day period following the Termination Date; provided, that, the Executive has signed and delivered to the Company the release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and the period (if any) during which the Release can be revoked has expired within such 45-day period; provided, further, that, if such 45-day period spans two calendar years, payment of the Severance Amount shall commence to be paid in the second year.

3.3.Exclusive Remedy. The foregoing payments upon termination of the Executive’s employment shall constitute the exclusive severance payments and benefits due the Executive upon a termination of his employment.

3

3.4.Resignation from All Positions. Upon the termination of the Executive’s employment with the Company Group for any reason, the Executive shall resign, as of the Termination Date, from all positions he or she then holds as an officer, director, employee and member of the boards of directors (and any committee thereof) of the Company Group. The Executive shall be required to execute such writings as are required to effectuate the foregoing.

3.5.Cooperation. Following the termination of the Executive’s employment with the Company for any reason, the Executive shall reasonably cooperate with the Company upon reasonable request of the Board and be reasonably available to the Company (taking into account any other full-time employment of the Executive) with respect to matters arising out of the Executive’s services to the Company Group.

Section 4.Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with Business Relationships; Proprietary Rights.

4.1.Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company and any other member of the Company Group, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe any member of the Company Group an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company Group and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company Group and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company Group, unless required by law to disclose such information, in which case the Executive shall provide the Company Group with written notice of such requirement as far in advance of such anticipated disclosure as practicable. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company Group, the Executive, upon request from the Company and to the extent practicable, shall promptly supply to the Company all Company property, including keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company Group, and any copies thereof in his (or capable of being reduced to his) possession.

4

4.2.Non-Competition. By and in consideration of the Company entering into this Agreement, and in further consideration of the Executive’s exposure to the Confidential Information, the Executive agrees that the Executive shall not, during the Employment Period and for a period of 12 months after the Executive’s termination of employment for any reason (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that, in no event shall (X) ownership by the Executive of two percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a shareholder thereof or (Y) being employed by an entity, standing alone, be prohibited by this Section 4.2, so long as the entity has more than one discrete and readily distinguishable part of its business and the Executive’s duties are not at or involving the part of the entity’s business that is actively engaged in a Restricted Enterprise. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is engaged, directly or indirectly, in (or intends or proposes to engage in, or has been organized for the purpose of engaging in) a business which is in competition with a business of any member of the Company Group in any country or territory in which such member of the Company Group marketed any of its services or products during the period of Executive’s employment with the Company.

4.3.Non-Solicitation of Employees. During the Restriction Period, the Executive shall not directly or indirectly hire, contact, induce or solicit (or assist any Person to hire, contact, induce or solicit) for employment any person who is, or within 12 months prior to the date of such hiring, contacting, inducing or solicitation was, an employee of any member of the Company Group.

4.4.Interference with Business Relationships. During the Restriction Period (other than in connection with carrying out his responsibilities for the Company Group), the Executive shall not directly or indirectly induce or solicit (or assist any Person to induce or solicit) any customer or client of any member of the Company Group to terminate its relationship or otherwise cease doing business in whole or in part with any member of the Company Group, or directly or indirectly interfere with (or assist any Person to interfere with) any material relationship between the Company Group and any of its or their customers or clients so as to cause harm to any member of the Company Group.

4.5.Extension of Restriction Period. The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

5

4.6.Proprietary Rights. The Executive shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by him or her, either alone or in conjunction with others, in the course of the Executive’s employment with any member of the Company Group and related to the business or activities of any member of the Company Group (the “Developments”). Except to the extent any rights in any Developments constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. that are owned ab initio by the Company and/or its applicable affiliate, the Executive assigns and agrees to assign all of his right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement. The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright Act, 17 U.S.C § 101 et seq. are owned upon creation by the Company and/or the applicable member of the Company Group. Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group. These obligations shall continue beyond the end of the Executive’s employment with the Company Group with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive while employed by any member of the Company Group, and shall be binding upon the Executive’s employers, assigns, executors, administrators and other legal representatives.

4.7.Confidentiality of Agreement. Other than with respect to information required to be disclosed by applicable law, the Parties hereto agree not to disclose the terms of this Agreement to any Person; provided the Executive may disclose this Agreement and/or any of its terms to the Executive’s immediate family, financial advisors and attorneys, so long as the Executive instructs every such Person to whom the Executive makes such disclosure not to disclose the terms of this Agreement further. Anytime after this Agreement is filed with the SEC or any other government agency by any member of the Company Group and becomes a public record, this provision shall no longer apply.

4.8.Remedies. The Executive agrees that any breach of the terms of this Section 4 would result in irreparable injury and damage to the Company Group for which the Company Group would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company Group shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all Persons acting for and/or with the Executive, without having to prove damages, in addition to any other remedies to which the Company Group may be entitled at law or in equity, including, without limitation, the obligation of the Executive to return any portion of the Base Salary Continuation paid by the Company to the Executive. The terms of this paragraph shall not prevent the Company Group from pursuing any other available remedies for any breach or threatened breach hereof, including, without limitation, the recovery of damages from the Executive. The Parties further agree that the provisions of the covenants contained in this Section 4 are reasonable and necessary to protect the businesses of the Company Group because of the Executive’s access to Confidential Information or his material participation in the operation of such businesses. In the event that the Executive willfully and materially breaches any of the covenants set forth in this Section 4, then in addition to any injunctive relief, the Executive will promptly return to the Company Group any portion of the Base Salary Continuation that the Company has paid to the Executive.

6

Section 5.Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

5.1.    “Cause” shall mean the Executive’s having engaged in any of the following: (A) willful misconduct or gross negligence in the performance of any of his duties to the Company Group, which, if capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after the Executive receives from the Board written notice of such willful misconduct or gross negligence; (B) intentional failure or refusal to perform reasonably assigned duties by the Board, which is not cured to the reasonable satisfaction of the Board within 30 days after the Executive receives from the Board written notice of such failure or refusal; (C) any indictment for, conviction of, or plea of guilty or nolo contendere to, (1) any felony (other than motor vehicle offenses the effect of which do not materially affect the performance of the Executive’s duties) or (2) any crime (whether or not a felony) involving fraud, theft, breach of trust or similar acts, whether of the United States or any state thereof or any similar foreign law to which the Executive may be subject; or (D) any willful failure to comply with any written rules, regulations, policies or procedures of the Company which, if not complied with, would reasonably be expected to have a material adverse effect on the business or financial condition of the Company Group, which in the case of a failure that is capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after the Executive receives from the Company Group written notice of such failure. If the Company terminates the Executive’s employment for Cause, the Company shall provide written notice to the Executive of that fact on or before the termination of employment.

5.2.“Code” shall mean the Internal Revenue Code of 1986, as amended.

5.3.“Company Group” shall mean, collectively, Holdings, the Company and their respective subsidiaries, successors and assigns.

5.4.“Disability” shall mean the Executive is entitled to and has begun to receive long-term disability benefits under the long-term disability plan of the Company in which Executive participates, or, if there is no such plan, the Executive’s inability, due to physical or mental illness, to perform the essential functions of the Executive’s job, with or without a reasonable accommodation, for 180 days out of any 270 day consecutive day period.

5.5.“Good Reason” shall mean one of the following has occurred: (A) a material breach by the Company of any of the covenants in this Agreement; (B) any material reduction in the Executive’s Base Salary or bonus opportunity, other than reductions that apply to senior executives of the Company generally; (C) the relocation of the Executive’s principal place of employment that would increase the Executive’s one-way commute by more than 25 miles or (D) any material and adverse change in the Executive’s position, title or status or any change in the Executive’s job duties, authority or responsibilities to those of lesser status. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice of the termination, setting forth the conduct of the Company that constitutes Good Reason, within 90 days of the first date on which the Executive has knowledge of such conduct. The Executive shall further provide the Company at least 30 days following the date on which such notice is provided to cure such conduct. Failing such cure, a termination of employment by the Executive for Good Reason shall be effective on the day following the expiration of such cure period.

5.6.“Holdings” shall mean Euramax Holdings, Inc., a Delaware corporation.

7

Section 6.Representations. The Executive represents and warrants that the Executive is not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits his ability to enter into and fully perform his obligations under this Agreement.

Section 7.Non-Disparagement. From and after the Effective Date and continuing until the end of the Restricted Period, the Executive agrees not to make any statement that is intended to become public, or that should reasonably be expected to become public, and that ridicules, disparages or is otherwise derogatory of the Company, any of its subsidiaries, affiliates, employees, officers, directors or stockholders.

Section 8.Taxes.

8.1.Withholding. All amounts paid to the Executive under this Agreement during or following the Employment Period shall be subject to withholding and other employment taxes imposed by applicable law. The Executive shall be solely responsible for the payment of all taxes imposed on the Executive relating to the payment or provision of any amounts or benefits hereunder.

8.2.Section 280G.    

(a)Notwithstanding anything contained in this Agreement to the contrary, (i) to the extent that any payment or distribution of any type to or for the Executive by the Company, any affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code, or any affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) constitute “parachute payments” (within the meaning of Section 280G of the Code), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), be less than the amount the Executive would receive, after all taxes, if the Executive received aggregate Payments equal (as valued under Section 280G of the Code) to only three times the Executive’s “base amount” (within the meaning of Section 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payments to be made or benefit to be provided to the Executive shall be subject to the Excise Tax. If the Payments are so reduced, the Company shall reduce or eliminate the Payments (A) by first reducing or eliminating the portion of the Payments which are not payable in cash (other than that portion of the Payments subject to clause (C) hereof), (B) then by reducing or eliminating cash payments (other than that portion of the Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation Section 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time.

8

(b)It is possible that after the determinations and selections made pursuant to this Section 8.2 the Executive will receive 280G Benefits that are, in the aggregate, either more or less than the amount provided under this Section 8.2 (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall promptly pay an amount equal to the Excess Payment to the Company, together with interest on such amount at the applicable federal rate (as defined in and under Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such payment. In the event that it is determined (i) by a court or (ii) by the auditor upon request by a Party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of this Section 8.2 not been applied until the date of such payment.

8.3.Section 409A.

(a)The Parties intend that any compensation, benefits and other amounts payable or provided to Executive under this Employment Agreement be paid or provided in compliance with Section 409A of the Code and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) such that there will be no adverse tax consequences, interest, or penalties for the Executive under Section 409A as a result of the payments and benefits so paid or provided to him. The Parties agree to modify this Agreement, or the timing of the payment hereunder of severance or other compensation, or both, to the extent necessary to comply with and to the extent permissible under Section 409A.

(b)The terms “terminate,” “terminated” and “termination” mean a termination of the Executive’s employment that constitutes a “separation from service” within the meaning of the default rules under Section 409A and the date of the Executive’s “separation from service,” shall be treated as the Executive’s Termination Date for purpose of determining the time of payment of any amount that becomes payable to Executive pursuant to Section 3 hereof upon the termination of his employment and that is treated as a “deferral of compensation” within the meaning of Section 409A.

(c)In the case of any amounts that are payable to the Executive under this Agreement in the form of installment payments, the Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of Section 409A.

(d)If the Executive is a “specified employee” within the meaning of Section 409A at the time of his “separation from service” within the meaning of Section 409A, then any payment otherwise required to be made to him under this Agreement on account of the Executive’s separation from service, to the extent such payment (after taking in to account all exclusions applicable to such payment under Section 409A) is properly treated as deferred compensation subject to Section 409A, shall not be made until the first business day after (i) the expiration of six months from the date of Executive’s separation from service, or (ii) if earlier, the date of Executive’s death (the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid to the Executive or, if the Executive has died, to the Executive’s estate, in a single cash lump sum, an amount equal to aggregate amount of the payments delayed pursuant to the preceding sentence.

9

Section 9.Miscellaneous.

9.1.Indemnification. To the extent provided in the By-Laws and Certificate of Incorporation of the Company, the Company shall indemnify the Executive for losses or damages incurred by the Executive as a result of all causes of action arising from the Executive’s performance of duties for the benefit of the Company, whether or not the claim is asserted during the Employment Period. This indemnity shall not apply to the Executive’s acts of willful misconduct or gross negligence. The Executive shall be covered under any directors’ and officers’ insurance that Holdings or the Company maintains for its directors and other officers in the same manner and on the same basis as the directors and other officers of the Company.

9.2.Amendments and Waivers. This Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the Parties hereto; provided, that, the observance of any provision of this Agreement may be waived in writing by the Party that will lose the benefit of such provision as a result of such waiver. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

9.3.Assignment; No Third-Party Beneficiaries. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, and any purported assignment by the Executive in violation hereof shall be null and void. Nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, except that (i) each member of the Company Group shall be a third-party beneficiary with respect to this Agreement, including, without limitation, Section 4, and (ii) the personal representative of the deceased Executive may enforce the provisions hereof applicable in the event of the death of the Executive. The Company is authorized to assign this Agreement to a successor to substantially all of its assets.

9.4.Notices. Unless otherwise provided herein, all notices, requests, demands, claims and other communications provided for under the terms of this Agreement shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be sent by (i) personal delivery (including receipted courier service) or overnight delivery service, with confirmation of receipt, (ii) facsimile during normal business hours, with confirmation of receipt, to the number indicated, (iii) reputable commercial overnight delivery service courier, with confirmation of receiptor, or (iv) registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

If to the Company:     

Euramax International, Inc.

300 Research Drive

Suite 400

Norcross, Georgia 30092

ATTN: Corporate Secretary

10

with a copy to:        

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Attention: Donald P. Carleen, Esq.

Facsimile: 212-859-4000

If to the Executive: At his principal office at the Company (during the Employment Period), and at all times to his principal residence as reflected in the records of the Company.

All such notices, requests, consents and other communications shall be deemed to have been given when received. Either Party may change its facsimile number or its address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner then set forth.

9.5.Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights and obligations of the Parties shall be governed by, the laws of the State of Delaware, without giving effect to the conflicts of law principles thereof.

9.6.Severability. Whenever possible, each provision or portion of any provision of this Agreement, including those contained in Section 4 hereof, will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision or portion of any provision, in any other jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the Parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid.

9.7.Entire Agreement. From and after the Effective Date, this Agreement constitutes the entire agreement between the Parties hereto, and supersedes all prior representations, agreements and understandings (including any prior course of dealings), both written and oral, between the Parties with respect to the subject matter hereof.

9.8.Counterparts. This Agreement may be executed by .pdf or facsimile signatures in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

9.9.Binding Effect. This Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the Parties, including, without limitation, the Executive’s heirs and the personal representatives of the Executive’s estate and any successor to all or substantially all of the business and/or assets of Holdings or the Company.

11

9.10.General Interpretive Principles. The name assigned this Agreement and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations. Any reference to a Section of the Code shall be deemed to include any successor to such Section.

12

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

COMPANY

By: /s/ Hugh E. Sawyer

   Name: Hugh E. Sawyer

   Title: President

EXECUTIVE

/s/ John F. Blount

 John F. Blount

Exhibit A

Release

1.In consideration of the payments and benefits to be made under the Employment Agreement, dated as of [_______], 20[__] (the “Employment Agreement”), by and between [________] (the “Executive”) and [_____________] (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”), the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself or herself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices)and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or analogous state statute, excepting only:

A. rights of the Executive arising under, or preserved by, this Release or Section 3 of the Employment Agreement;

B. the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;

C. claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group;

D. rights to indemnification the Executive has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force; and

2.The Executive acknowledges and agrees that this Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

3.This Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

4.The Executive specifically acknowledges that his acceptance of the terms of this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

5.As to rights, claims and causes of action arising under ADEA, the Executive acknowledges that    he or she has been given but not utilized a period of twenty-one (21) days to consider whether to execute this Release. If the Executive accepts the terms hereof and executes this Release, he or she may thereafter, for a period of seven (7) days following (and not including) the date of execution, revoke this Release as it relates to the release of claims arising under ADEA. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of the Base Salary Continuation or provision of the Medical Benefit Continuation (as each is defined in the Employment Agreement), but the remainder of the Employment Agreement shall continue in full force.

6.Other than as to rights, claims and causes of action arising under ADEA, this Release shall be immediately effective upon execution by the Executive.

7.The Executive acknowledges and agrees that he or she has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

8.The Executive acknowledges that he or she has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to this Release, and has been given a sufficient period within which to consider this Release.

9.The Executive acknowledges that this Release relates only to claims that exist as of the date of this Release.

10.The Executive acknowledges that the severance payments and benefits he or she is receiving in connection with this Release and his obligations under this Release are in addition to anything of value to which the Executive is entitled from the Company.

11.Each provision hereof is severable from this Release, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. If any provision of this Release is so broad, in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

12.This Release constitutes the complete agreement of the Parties in respect of the subject matter hereof and shall supersede all prior agreements between the Parties in respect of the subject matter hereof except to the extent set forth herein.

13.The failure to enforce at any time any of the provisions of this Release or to require at any time performance by another party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Release.

14.This Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be deemed effective for all purposes.

15.This Release shall be binding upon any and all successors and assigns of the Executive and the Company.

16.Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the conflicts of law principles thereof.

[signature page follows]

IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all as of ____________________.

By:____________________

   Name:

   Title:

____________________

EX-12.1

Exhibit 12.1

Computation of Ratio of Earnings to Fixed Charges

(In thousands except ratio of earnings to fixed charges)

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012			December 30, 2011			December 31, 2010
Earnings:
Loss from continuing operations before income taxes	$	(60,081	)	$	(39,656	)	$	(38,491	)	$	(59,402	)	$	(52,849	)
Fixed charges	57,445			55,960			56,721			57,586			70,492
Total earnings	$	(2,636	)	$	16,304		$	18,230		$	(1,816	)	$	17,643
Fixed charges:
Interest expense	$	55,518		$	54,078		$	54,858		$	55,579		$	68,333
Implicit interest in rent expense	1,927			1,882			1,863			2,007			2,159
Total fixed charges	$	57,445		$	55,960		$	56,721		$	57,586		$	70,492
Ratio of earnings to fixed charges	—			0.29x			0.32x			—			0.25x

* Earnings were insufficient to cover fixed charges by $60.1 million, $39.7 million, $38.5 million, $59.4 million, and $52.8 million for the years ended December 31, 2014, December 31, 2013, December 31, 2012, December 30, 2011 and December 31, 2010, respectively.

EX-21.1

Exhibit 21.1

The following is a list of subsidiaries of Euramax Holdings, Inc. as of December 31, 2014.

Amerimax Richmond Company, Indiana

EMAX Metals LLC, Delaware

EMAX North LP, United Kingdom

EMAX Products LLC, Delaware

Euramax B.V., Netherlands

Euramax Canada, Inc., Canada

Euramax Canada Holdings, Inc., Canada

Euramax Coated Products, B.V., Netherlands

Euramax Coated Products Limited, United Kingdom

Euramax Europe B.V., Netherlands

Euramax Industries S.A, France

Euramax International, Inc., Delaware

Euramax International Holdings B.V., Netherlands

Euramax Netherlands B.V., Netherlands

Euramax Solutions Limited, United Kingdom

Euramax UK Limited, United Kingdom

EX-31.1

Exhibit 31.1

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

I, Hugh E. Sawyer, certify that:

1. I have reviewed this annual report on Form 10-K of Euramax Holdings, Inc. for the year ended December 31, 2014.

2. Based on my knowledge, this annual 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 annual 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 controls 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;

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 fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

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 registrant's board of directors (or persons performing the equivalent functions):

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: March 26, 2015	/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, certify that:

1. I have reviewed this annual report on Form 10-K of Euramax Holdings, Inc. for the year ended December 31, 2014.

2. Based on my knowledge, this annual 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 annual 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;

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 fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

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 registrant's board of directors (or persons performing the equivalent functions):

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: March 26, 2015	/s/ Mary S. Cullin
	Mary S. Cullin
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXELY ACT OF 2002

In connection with the annual report on Form 10-K of Euramax Holdings, Inc. for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Hugh E. Sawyer, as Principal Executive Officer of the registrant, and Mary S. Cullin, as Chief Financial Officer of the registrant, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) of 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 registrant as of and for the periods indicated.

	/s/ Hugh E. Sawyer
Name:	Hugh E. Sawyer
Title:	Principal Executive Officer
Date:	March 26, 2015

	/s/ Mary S. Cullin
Name:	Mary S. Cullin
Title:	Chief Financial Officer
Date:	March 26, 2015

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934.

XML

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

Minimum commitments under long-term non-cancelable operating leases, principally for equipment and facilities at December 31, 2014, were as follows:

2015	$	10,760
2016	8,334
2017	7,134
2018	4,473
2019	2,389
Thereafter	6,117
	$	39,207

Schedule of Product Warranty Liability

Changes in the product warranty accrual are summarized follows:

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Balance, beginning of year	$	5,326		$	5,098		$	5,050
Payments made or service provided	(3,190		)	(3,480		)	(2,849		)
Warranty expense	1,996			3,639			2,948
Foreign currency translation	(162		)	69			(51		)
Balance, end of year	$	3,970		$	5,326		$	5,098

XML

Long-Term Obligations Senior Unsecured Loan Facility (Details) (Unsecured debt, Senior Unsecured Loan Facility (12.25%), USD $) In Millions, unless otherwise specified	0 Months Ended
	Mar. 18, 2011	Dec. 31, 2014	Sep. 27, 2013
Debt Instrument [Line Items]
Debt instrument, face amount	125.0	$ 125.0
Debt instrument, issuance price as % of face value	98.00%
Debt Instrument, unamortized discount	0.8
Change of control
Debt Instrument [Line Items]
Potentional required purchase price upon change of control, percentage of purchase price	101.00%
On or after the second anniversary of the closing but prior to the third anniversary thereof
Debt Instrument [Line Items]
Prepayment redemption price percentages	103.00%
On or after the third anniversary of the closing but prior to the fourth anniversary thereof
Debt Instrument [Line Items]
Prepayment redemption price percentages	102.00%
On or after the fourth anniversary of the closing
Debt Instrument [Line Items]
Prepayment redemption price percentages	100.00%
No paid interest in kind election
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	12.25%
Debt Instrument, interest rate, effective percentage			12.25%
With paid interest in kind election
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	14.25%
With paid interest in kind election | Cash Interest Portion
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	7.875%
With paid interest in kind election | Paid In Kind Interest Portion
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	6.375%

XML

Inventories (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Inventory Disclosure [Abstract]
Aluminum and steel coil	$ 72,587	$ 58,153
Raw materials	16,427	15,291
Work in process	2,467	1,936
Finished products	14,904	14,380
Inventories, net	106,385	89,760
Summary of Obsolete Inventory Reserve [Roll Forward]
Balance, beginning of year	2,441	2,911	3,009
Charges to costs and expenses	4,037	3,972	4,386
Write-offs	(3,883)	(4,487)	(4,534)
Foreign currency translation	(129)	45	50
Balance, end of year	$ 2,466	$ 2,441	$ 2,911

XML

Employee Benefit Plans Amounts Recognized in Other Comprehensive Income (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
U.S.
Defined Benefit Plan Disclosure [Line Items]
Net actuarial (loss) gain	$ (3,344,000)	$ 2,730,000	$ (743,000)
Amortization of actuarial loss	0	292,000	252,000
Total recognized in other comprehensive income (loss)	(3,344,000)	3,022,000	(491,000)
Expected employer contributions in 2015	0
UK
Defined Benefit Plan Disclosure [Line Items]
Net actuarial (loss) gain	(2,746,000)	(972,000)	1,483,000
Amortization of actuarial loss	72,000	36,000	92,000
Total recognized in other comprehensive income (loss)	(2,674,000)	(936,000)	1,575,000
Expected employer contributions in 2015	$ 2,200,000

XML

Long-Term Obligations ABL Credit Facility (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended	0 Months Ended		3 Months Ended
	Dec. 31, 2014	Mar. 21, 2014	Mar. 18, 2011	Dec. 31, 2014	Mar. 25, 2013
Debt Instrument [Line Items]
Debt instrument, description of variable rate basis	LIBOR
Debt, weighted average interest rate	2.263%			2.263%
Subsidiary ownership percentage	100.00%			100.00%
Seasonal Overadvance A
Debt Instrument [Line Items]
Debt Instrument Percentage of Principal Used		10.00%
Seasonal Overadvance B
Debt Instrument [Line Items]
Debt Instrument Percentage of Principal Used		10.00%
Line of credit
Debt Instrument [Line Items]
Line of credit facility additional borrowing capacity seasonal overadvance A		$ 15.0
Line of credit facility additional borrowing capacity seasonal overadvance B		9.0
Line of credit facility additional borrowing capacity seasonal overadvance C		6.0
Line of credit | ABL Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			70
Line of credit facility, remaining borrowing capacity	34.4			34.4
Minimum excess availability reserve		1.0
Seasonal overadvance fee		0.20%
Debt, weighted average interest rate	2.405%			2.405%
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%
Excess availability threshold percentage that triggers a minimum consolidated fixed charge coverage ratio	12.50%			12.50%
Line of credit | ABL Credit Facility | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt Instrument Basis Spread On Variable Rate Alternative			1.00%
Line of credit | ABL Credit Facility | Federal Funds
Debt Instrument [Line Items]
Debt Instrument Basis Spread On Variable Rate Alternative			0.50%
Line of credit | ABL Credit Facility | Minimum
Debt Instrument [Line Items]
Debt covenant, required fixed charge coverage ratio		1.00
Line of credit facility, unused capacity, commitment fee percentage			0.375%
Line of credit | ABL Credit Facility | Minimum | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Margin rate	2.00%	1.75%		1.75%
Line of credit | ABL Credit Facility | Minimum | Base Rate
Debt Instrument [Line Items]
Margin rate	1.00%	1.00%		1.00%
Line of credit | ABL Credit Facility | Maximum
Debt Instrument [Line Items]
Debt convenant, required fixed charge coverage ratio when excess availability is less than 15%			1.15
Line of credit facility, unused capacity, commitment fee percentage			0.50%
Line of credit | ABL Credit Facility | Maximum | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Margin rate	2.75%	2.25%		2.25%
Line of credit | ABL Credit Facility | Maximum | Base Rate
Debt Instrument [Line Items]
Margin rate	1.75%	1.25%		1.25%
Line of credit | Seasonal Overadvance A
Debt Instrument [Line Items]
Debt covenant, required fixed charge coverage ratio		1.00
Line of credit facility additional borrowing capacity seasonal overadvance A		15.0
Line of credit | Seasonal Overadvance B
Debt Instrument [Line Items]
Debt covenant, required fixed charge coverage ratio		1.00
Line of credit facility additional borrowing capacity seasonal overadvance B		9.0
Line of credit | Seasonal Overadvance C
Debt Instrument [Line Items]
Line of credit facility additional borrowing capacity seasonal overadvance C		6.0
Minimum consolidated ebitda after fiscal year 2014		52.0
Minimum consolidated ebitda fiscal year 2014		$ 50.0

XML

Employee Benefit Plans Supplemental Executive Retirement Plan and Defined Contribution (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014 plan	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Supplemental executive retirement plan liability	$ 0.3	$ 0.2
U.S.
Defined Benefit Plan Disclosure [Line Items]
Number of defined contribution plans	2
Employer discretionary contribution amount	0.4	0.7	0.6
UK
Defined Benefit Plan Disclosure [Line Items]
Employer discretionary contribution amount	$ 2.2	$ 2.2	$ 2.2

XML

Summary of Significant Accounting Policies Property Plant and Equipment (Details)	12 Months Ended
	Dec. 31, 2014
Equipment | Minimum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Equipment | Maximum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	37 years
Buildings | Minimum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	10 years
Buildings | Maximum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	25 years

XML

Long-Term Obligations (Tables)

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt obligations consisted of the following:

	December 31, 2014		December 31, 2013
Senior Secured Notes (9.5%)	$	375,000	$	375,000
Senior Unsecured Loan Facility (12.25%)	124,233		123,640
ABL Credit Facility	35,619		36,756
Dutch Revolving Credit Facility	3,532		—
French Credit Facility	1,131		—
Total debt	539,515		535,396
Less: current portion	4,663		—
Total long term debt	$	534,852	$	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	%

XML

Employee Benefit Plans Phantom Stock (Details) (Phantom Stock Plan, USD $)	1 Months Ended	12 Months Ended
	May 31, 2011 payment	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of installment payments	2
Reversal of contingency related to a long term employee incentive plan		$ 2,400,000
Phantom stock compensation expense		$ 0	$ 1,600,000	$ (300,000)
Phantom Share Units (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Phantom stock shares issued in period		0	1,104
Phantom Share Units (PSUs) | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Phantom stock shares authorized		5,000

XML

Employee Benefit Plans Asset Allocation (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
U.S. | Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Actual plan ssset allocations	65.00%	71.00%	66.00%
Target plan asset allocations	55.00%
U.S. | Debt Securities
Defined Benefit Plan Disclosure [Line Items]
Actual plan ssset allocations	18.00%	18.00%	22.00%
Target plan asset allocations	19.00%
U.S. | Cash and Cash Equivalents
Defined Benefit Plan Disclosure [Line Items]
Actual plan ssset allocations	2.00%	1.00%	1.00%
Target plan asset allocations	3.00%
U.S. | Money Market Funds
Defined Benefit Plan Disclosure [Line Items]
Actual plan ssset allocations	15.00%	10.00%	11.00%
Target plan asset allocations	23.00%
UK | Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Actual plan ssset allocations	0.00%	0.00%	0.00%
Target plan asset allocations	0.00%
UK | Debt Securities
Defined Benefit Plan Disclosure [Line Items]
Actual plan ssset allocations	40.00%	36.00%	36.00%
Target plan asset allocations	35.00%
UK | Cash and Cash Equivalents
Defined Benefit Plan Disclosure [Line Items]
Actual plan ssset allocations	1.00%	0.00%	1.00%
Target plan asset allocations	0.00%
UK | Money Market Funds
Defined Benefit Plan Disclosure [Line Items]
Actual plan ssset allocations	59.00%	64.00%	63.00%
Target plan asset allocations	0.00%

XML

Subsequent Event (Details) (Line of credit, USD $) In Millions, unless otherwise specified	0 Months Ended
	Mar. 21, 2014	Mar. 23, 2015
Subsequent Event [Line Items]
Line of credit facility additional borrowing capacity seasonal overadvance A	$ 15.0
Line of credit facility additional borrowing capacity seasonal overadvance B	9.0
Line of credit facility additional borrowing capacity seasonal overadvance C	6.0
Seasonal Overadvance A
Subsequent Event [Line Items]
Line of credit facility additional borrowing capacity seasonal overadvance A	15.0
Debt covenant, required fixed charge coverage ratio	1.00
Seasonal Overadvance B
Subsequent Event [Line Items]
Line of credit facility additional borrowing capacity seasonal overadvance B	9.0
Debt covenant, required fixed charge coverage ratio	1.00
Seasonal Overadvance C
Subsequent Event [Line Items]
Line of credit facility additional borrowing capacity seasonal overadvance C	6.0
Subsequent Event | Maximum
Subsequent Event [Line Items]
Debt covenant, required fixed charge coverage ratio		1.00
Subsequent Event | Alternate Seasonal Overadvance (Type B)
Subsequent Event [Line Items]
Minimum consolidated adjusted 2015 EBITDA		52.0
Seasonal overadvance fee		20.00%
Subsequent Event | Alternate Seasonal Overadvance (Type B) | Minimum
Subsequent Event [Line Items]
Debt covenant, required fixed charge coverage ratio		0.85
Subsequent Event | Alternate Seasonal Overadvance (Type B) | Maximum
Subsequent Event [Line Items]
Debt covenant, required fixed charge coverage ratio		1.00
Subsequent Event | Alternate Seasonal Advance (Type A)
Subsequent Event [Line Items]
Seasonal overadvance fee		0.00%
Subsequent Event | Alternate Seasonal Advance (Type A) | Minimum
Subsequent Event [Line Items]
Debt covenant, required fixed charge coverage ratio		1.00

XML

Financial Instruments (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Mar. 18, 2011
Senior notes | Senior Secured Notes
Derivatives, Fair Value [Line Items]
Debt instrument, face amount	$ 375,000,000	$ 375,000,000		$ 375,000,000
Fair Value, Inputs, Level 2 | Senior notes | Senior Secured Notes
Derivatives, Fair Value [Line Items]
Long-term debt, fair value	346,900,000	375,000,000
Operating Expense | European Engineered Products | U.K.
Derivatives, Fair Value [Line Items]
Capitalized computer software, impairments	1,100,000	1,100,000
Operating Expense | Fair Value, Inputs, Level 1 | European Engineered Products | U.K.
Derivatives, Fair Value [Line Items]
Asset impairment charges	1,600,000
Not Designated as Hedging Instrument | Foreign Exchange Contract
Derivatives, Fair Value [Line Items]
Derivative notional amount	9,000,000	9,400,000
Not Designated as Hedging Instrument | Foreign Exchange Contract | Fair Value, Inputs, Level 2 | Other Current Assets
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	500,000
Not Designated as Hedging Instrument | Foreign Exchange Contract | Fair Value, Inputs, Level 2 | Accrued Liabilities
Derivatives, Fair Value [Line Items]
Derivative, fair value, net		(200,000)
Not Designated as Hedging Instrument | Foreign Exchange Contract | Other Income
Derivatives, Fair Value [Line Items]
Gain (loss) on derivative, net	$ 1,128,000	$ (364,000)	$ (289,000)

XML

Employee Benefit Plans Expected Future Benefit Payments (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
U.S.
Defined Benefit Plan Disclosure [Line Items]
2015	$ 291
2016	330
2017	368
2018	425
2019	475
2020 - 2024	3,440
UK
Defined Benefit Plan Disclosure [Line Items]
2015	1,669
2016	1,704
2017	1,810
2018	1,869
2019	1,908
2020 - 2024	$ 11,013

XML

Segment Information Segment Information - Revenue by Geographic Area (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 26, 2014	Jun. 27, 2014	Mar. 28, 2014	Dec. 31, 2013	Sep. 27, 2013	Jun. 28, 2013	Mar. 29, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Revenues from External Customers [Line Items]
Net sales	$ 211,909	$ 239,942	$ 232,990	$ 169,904	$ 196,431	$ 227,835	$ 229,861	$ 172,545	$ 854,745	$ 826,672	$ 837,140
United States
Revenues from External Customers [Line Items]
Net sales									588,593	559,135	564,254
The Netherlands
Revenues from External Customers [Line Items]
Net sales									149,473	155,032	154,153
U.K.
Revenues from External Customers [Line Items]
Net sales									75,529	69,433	72,699
France
Revenues from External Customers [Line Items]
Net sales									32,520	33,748	36,886
Canada
Revenues from External Customers [Line Items]
Net sales									$ 8,630	$ 9,324	$ 9,148

XML

Commitments and Contingencies Collective Bargaining (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Concentration Risk [Line Items]
Concentration risk, percentage	12.40%	13.50%	13.30%
Workforce Subject to Collective Bargaining Arrangements
Concentration Risk [Line Items]
Concentration risk, percentage	10.40%
Work Force Council
Concentration Risk [Line Items]
Concentration risk, percentage	31.70%
Workforce Subject to Collective Bargaining Arrangements Expiring within One Year
Concentration Risk [Line Items]
Concentration risk, percentage	1.10%

XML

Segment Information Segment Information - Long Lived Assets by Geographical Area (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Long-Lived Assets [Line Items]
Property, plant and equipment, net	$ 111,164	$ 130,114
United States
Long-Lived Assets [Line Items]
Property, plant and equipment, net	53,042	62,186
The Netherlands
Long-Lived Assets [Line Items]
Property, plant and equipment, net	30,554	37,367
U.K.
Long-Lived Assets [Line Items]
Property, plant and equipment, net	14,660	15,523
France
Long-Lived Assets [Line Items]
Property, plant and equipment, net	11,178	13,133
Canada
Long-Lived Assets [Line Items]
Property, plant and equipment, net	$ 1,730	$ 1,905

XML

Multi-employer Benefit Plans (Details) (USD $)	12 Months Ended								3 Months Ended
	Dec. 31, 2014 plan		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2009	Dec. 31, 2008	Jul. 01, 2011	Jul. 11, 2012
Multiemployer Plans [Abstract]
Number of multiemployer plans participating in	2
Multiemployer pension withdrawal	$ 0		$ 0		$ 39,000
Multiemployer plans, collective-bargaining arrangement, percentage of employer's contributions	5.00%
Multiemployer plan, period contributions	1,197,000		1,158,000		1,168,000
Amortization of loss period							15 years	30 years
Investment loss recognition period							5 years	10 years
Teamsters Pension Trust Fund of Philadelphia and Vicinity
Multiemployer Plans [Abstract]
Multiemployer plan, period contributions	248,000	[1]	220,000	[1]	213,000	[1]
Warehouse Employees Local 169 and Employers Joint Pension Fund
Multiemployer Plans [Abstract]
Multiemployer plan, period contributions	949,000		938,000		955,000
U.S. Commercial Products
Multiemployer Plans [Abstract]
Multiemployer plans, withdrawal obligation										1,200,000
Withdrawal obligation settlement period	20 years
Scenario, Previously Reported | U.S. Commercial Products
Multiemployer Plans [Abstract]
Multiemployer pension withdrawal									$ 1,200,000

[1] The Trustees of the Teamsters Pension Trust Fund of Philadelphia and Vicinity elected to apply the special amortization and special asset valuation provisions provided for under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (PRA 2010) for Plan Years beginning January 1, 2009 and later. The special amortization rule allows that portion of the plan’s experience loss attributable to net investment losses incurred in the year ended December 31, 2008 to be amortized over a 30-year period rather than a 15-year period. The special asset valuation rule allows the recognition of investment losses in the year ended December 31, 2008 to be spread over a 10-year period rather than a 5-year period.

XML

Employee Benefit Plans Schedule of Assumptions (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
U.S.
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate	3.92%	4.90%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate	4.90%	4.01%	4.40%
Expected long-term rate of return on plan assets	8.00%	8.00%	8.00%
UK
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate	3.65%	4.50%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate	4.50%	4.50%	4.90%
Expected long-term rate of return on plan assets	6.17%	6.01%	6.47%

XML

Supplemental Guarantor Condensed Financial Information

12 Months Ended

Dec. 31, 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 $375 million of its 9.50% Senior Secured Notes due 2016 (the "Notes"). The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings. Additionally, the Notes were fully and unconditionally guaranteed by all material domestic subsidiaries, collectively referred to as the "Guarantors." On December 30, 2011, as permitted by the First Supplemental Indenture, the Company completed the merger of the Guarantor subsidiaries with Euramax International. This merger does not adversely affect the legal rights under the Indenture of any holder of the Notes in any material respect. All other subsidiaries of Euramax International, whether direct or indirect, do not 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 Euramax International's senior secured credit facilities. 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 restrictive covenants also limit Euramax's ability to transfer cash or assets to Euramax Holdings, whether by dividend, loan or otherwise.

The following condensed consolidating financial statements present the results of operations, financial position and cash flows of (1) the Parent, (2) the Issuer (including all Guarantor subsidiaries prior to the merger), (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

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2014

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	4		$	2,070		$	—		$	2,074
Accounts receivable, less allowance for doubtful accounts	—			39,607			40,722			—			80,329
Inventories, net	—			75,512			30,873			—			106,385
Income taxes receivable	—			235			1,499			—			1,734
Deferred income taxes	—			381			45			—			426
Other current assets	—			5,425			1,584			—			7,009
Total current assets	—			121,164			76,793			—			197,957
Property, plant, and equipment, net	—			53,042			58,122						111,164
Amounts due from affiliates	—			202,008			19,277			(221,285		)	—
Goodwill	—			81,359			108,799			—			190,158
Customer relationships, net	—			16,826			9,489			—			26,315
Other intangible assets, net	—			6,495			—			—			6,495
Investment in consolidated subsidiaries	(167,335		)	(5,318		)	—			172,653			—
Other assets	—			2,883			1,804			—			4,687
Total assets	$	(167,335	)	$	478,459		$	274,284		$	(48,632	)	$	536,776
Liabilities and Shareholders' (deficit) equity
Current liabilities:
Accounts payable	$	—		$	49,869		$	28,977		$	—		$	78,846
Accrued expenses	—			16,284			9,225			—			25,509
Accrued interest payable	—			12,837			75			—			12,912
Deferred income taxes	—			—			895			—			895
Current portion of long -term debt	—			—			4,663			—			4,663
Total current liabilities	—			78,990			43,835			—			122,825
Long-term debt	—			534,852			—			—			534,852
Amounts due to affiliates	5,771			11,982			203,532			(221,285		)	—
Deferred income taxes	—			10,468			5,426			—			15,894
Other liabilities	—			9,502			26,809			—			36,311
Total liabilities	5,771			645,794			279,602			(221,285		)	709,882
Shareholders' (deficit) equity:
Common stock	196			—			21			(21		)	196
Additional paid-in capital	724,562			661,673			199,453			(861,126		)	724,562
Accumulated loss	(903,029		)	(834,173		)	(215,570		)	1,049,743			(903,029		)
Accumulated other comprehensive income	5,165			5,165			10,778			(15,943		)	5,165
Total shareholders' (deficit) equity	(173,106		)	(167,335		)	(5,318		)	172,653			(173,106		)
Total liabilities & shareholders' (deficit) equity	$	(167,335	)	$	478,459		$	274,284		$	(48,632	)	$	536,776

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2013

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
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' equity (deficit)
Current liabilities:
Accounts payable	$	—		$	30,312		$	26,950		$	—		$	57,262
Accrued expenses	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' equity (deficit):
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 & shareholders' (deficit) equity	$	(103,217	)	$	516,280		$	306,029		$	(147,119	)	$	571,973

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2014

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	—		$	590,742		$	271,527		$	(7,524	)	$	854,745
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			508,022			225,250			(7,524		)	725,748
Selling and general (excluding depreciation and amortization)	424			48,358			22,838			—			71,620
Depreciation and amortization	—			21,539			10,889			—			32,428
Other operating charges	—			4,432			1,927			—			6,359
Income (loss) from operations	(424		)	8,391			10,623			—			18,590
Equity in earnings of subsidiaries	(58,855		)	(5,328		)	—			64,183			—
Interest expense	—			(54,078		)	(1,440		)	—			(55,518		)
Intercompany interest income (expense)	—			18,033			(18,033		)	—			—
Other (loss) income, net	—			(25,129		)	1,976			—			(23,153		)
Loss before income taxes	(59,279		)	(58,111		)	(6,874		)	64,183			(60,081		)
(Benefit from) provision for income taxes	—			744			(1,546		)	—			(802		)
Net loss	$	(59,279	)	$	(58,855	)	$	(5,328	)	$	64,183		$	(59,279	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONSFor the Year Ended December 31, 2014

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net loss	$	(59,279	)	$	(58,855	)	$	(5,328	)	$	64,183		$	(59,279	)
Other comprehensive loss:
Foreign currency translation adjustment	276			276			276			(552		)	276
Pension liability adjustment, net of tax	(6,032		)	(6,032		)	(2,674		)	8,706			(6,032		)
Total other comprehensive loss	$	(5,756	)	$	(5,756	)	$	(2,398	)	$	8,154		$	(5,756	)
Total comprehensive loss	$	(65,035	)	$	(64,611	)	$	(7,726	)	$	72,337		$	(65,035	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2013

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	—		$	561,277		$	272,942		$	(7,547	)	$	826,672
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			479,813			227,696			(7,547		)	699,962
Selling and general (excluding depreciation and amortization)	668			49,670			25,090			—			75,428
Depreciation and amortization	—			23,349			11,750			—			35,099
Other operating charges	—			3,196			5,969			—			9,165
Income (loss) from operations	(668		)	5,249			2,437			—			7,018
Equity in earnings of subsidiaries	(24,227		)	(14,391		)	—			38,618			—
Interest expense	—			(52,888		)	(1,190		)	—			(54,078		)
Intercompany interest income (expense)	—			17,678			(17,678		)	—			—
Other income (loss), net	—			8,191			(787		)	—			7,404
Loss before income taxes	(24,895		)	(36,161		)	(17,218		)	38,618			(39,656		)
Benefit from income taxes	—			(11,934		)	(2,827		)	—			(14,761		)
Net loss	$	(24,895	)	$	(24,227	)	$	(14,391	)	$	38,618		$	(24,895	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONSFor the Year Ended December 31, 2013
(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations		Total
Net loss	$	(24,895	)	$	(24,227	)	$	(14,391	)	$	38,618	$	(24,895	)
Other comprehensive income (loss):
Foreign currency translation adjustment	(815		)	(815		)	(815		)	1,630		(815		)
Pension liability adjustment, net of tax	931			931			(936		)	5		931
Total other comprehensive income (loss)	$	116		$	116		$	(1,751	)	$	1,635	$	116
Total comprehensive loss	$	(24,779	)	$	(24,111	)	$	(16,142	)	$	40,253	$	(24,779	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2012

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	—		$	565,237		$	281,912		$	(10,009	)	$	837,140
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			474,058			236,996			(10,009		)	701,045
Selling and general (excluding depreciation and amortization)	318			55,752			27,422			—			83,492
Depreciation and amortization	—			22,403			12,381			—			34,784
Other operating charges	—			2,336			4,089			—			6,425
Multiemployer pension withdrawal expense	—			39			—			—			39
Income (loss) from operations	(318		)	10,649			1,024			—			11,355
Equity in earnings of subsidiaries	(36,450		)	(13,618		)	—			50,068			—
Interest expense	—			(53,859		)	(999		)	—			(54,858		)
Intercompany interest income (expense)	—			17,353			(17,353		)	—			—
Other income, net	—			4,960			52			—			5,012
Loss before income taxes	(36,768		)	(34,515		)	(17,276		)	50,068			(38,491		)
(Benefit from) provision for income taxes	—			1,935			(3,658		)	—			(1,723		)
Net loss	$	(36,768	)	$	(36,450	)	$	(13,618	)	$	50,068		$	(36,768	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONSFor the Year Ended December 31, 2012
(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net loss	$	(36,768	)	$	(36,450	)	$	(13,618	)	$	50,068		$	(36,768	)
Other comprehensive income:
Foreign currency translation adjustment	80			80			367			(447		)	80
Pension liability adjustment, net of tax	953			953			1,196			(2,149		)	953
Total other comprehensive income	$	1,033		$	1,033		$	1,563		$	(2,596	)	$	1,033
Total comprehensive loss	$	(35,735	)	$	(35,417	)	$	(12,055	)	$	47,472		$	(35,735	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2014

(in thousands)

	Parent		Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash used in operating activities	$	—	$	1,080		$	(4,750	)	$	—		$	(3,670	)
Cash flows from investing activities:
Proceeds from sale of assets	—		776			9			—			785
Capital expenditures	—		(4,516		)	(2,817		)	—			(7,333		)
Distribution from affiliate	—		2,189			—			(2,189		)	—
Net cash used in investing activities	—		(1,551		)	(2,808		)	(2,189		)	(6,548		)
Cash flows from financing activities:
Net repayments on ABL Credit Facility	—		(1,137		)	—			—			(1,137		)
Net borrowings on European Credit Facilities	—		—			4,663			—			4,663
Deferred financing fees	—		(88		)	—			—			(88		)
Distribution to affiliate	—		—			(2,189		)	2,189			—
Net cash provided by financing activities	—		(1,225		)	2,474			2,189			3,438
Effect of exchange rate changes on cash	—		—			(123		)	—			(123		)
Net decrease in cash and cash equivalents	—		(1,696		)	(5,207		)	—			(6,903		)
Cash and cash equivalents at beginning of year	—		1,700			7,277			—			8,977
Cash and cash equivalents at end of year	$	—	$	4		$	2,070		$	—		$	2,074

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2013

(in thousands)

	Parent		Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash used in operating activities	$	—	$	(7,396	)	$	(2,919	)	$	—		$	(10,315	)
Cash flows from investing activities:
Proceeds from sale of assets	—		324			2,022			—			2,346
Capital expenditures	—		(5,829		)	(4,913		)	—			(10,742		)
Distribution from affiliate	—		—			5,068			(5,068		)	—
Net cash (used in) provided by investing activities	—		(5,505		)	2,177			(5,068		)	(8,396		)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	—		18,270			—			—			18,270
Deferred financing fees	—		(175		)	—			—			(175		)
Distribution to affiliate	—		(5,068		)	—			5,068			—
Net cash provided by financing activities	—		13,027			—			5,068			18,095
Effect of exchange rate changes on cash	—		—			(431		)	—			(431		)
Net (decrease) increase in cash and cash equivalents	—		126			(1,173		)	—			(1,047		)
Cash and cash equivalents at beginning of year	—		1,574			8,450			—			10,024
Cash and cash equivalents at end of year	$	—	$	1,700		$	7,277		$	—		$	8,977

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2012

(in thousands)

	Parent		Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	—	$	(539	)	$	4,524		$	—		$	3,985
Cash flows from investing activities:
Proceeds from sale of assets	—		1,317			4			—			1,321
Capital expenditures	—		(4,158		)	(2,982		)	—			(7,140		)
Purchase of a business, net of cash acquired	—		(6,445		)	—			—			(6,445		)
Distribution from affiliate	—		—			(2,165		)	2,165			—
Net cash used in investing activities	—		(9,286		)	(5,143		)	2,165			(12,264		)
Cash flow from financing activities:
Net borrowings on ABL Credit Facility	—		8,280			—			—			8,280
Deferred financing fees	—		(8		)	(26		)	—			(34		)
Distribution to affiliate	—		2,165			—			(2,165		)	—
Net cash provided by (used in) financing activities	—		10,437			(26		)	(2,165		)	8,246
Effect of exchange rate changes on cash	—		—			(4,270		)	—			(4,270		)
Net (decrease) increase in cash and cash equivalents	—		612			(4,915		)	—			(4,303		)
Cash and cash equivalents at beginning of year	—		962			13,365			—			14,327
Cash and cash equivalents at end of year	$	—	$	1,574		$	8,450		$	—		$	10,024

XML

Goodwill and Intangible Assets (Details) (USD $)	12 Months Ended
	Dec. 31, 2014 segments	Dec. 31, 2013
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 204,053,000	$ 199,375,000
Acquisition of Cleveland Tubing, Inc.		48,000
Foreign currency translation	(13,895,000)	4,630,000
Goodwill, ending balance	190,158,000	204,053,000
Goodwill, Impaired [Abstract]
Number of operating segments	5
Number of reportable segments	4
U.S. Residential Products
Goodwill [Roll Forward]
Goodwill, beginning balance	72,291,000	72,243,000
Acquisition of Cleveland Tubing, Inc.		48,000
Foreign currency translation	0	0
Goodwill, ending balance	72,291,000	72,291,000
Goodwill, Impaired [Abstract]
Goodwill, impaired, accumulated impairment loss	150,600,000	150,900,000
U.S. Commercial Products
Goodwill [Roll Forward]
Goodwill, beginning balance	9,067,000	9,067,000
Acquisition of Cleveland Tubing, Inc.		0
Foreign currency translation	0	0
Goodwill, ending balance	9,067,000	9,067,000
Goodwill, Impaired [Abstract]
Goodwill, impaired, accumulated impairment loss	58,700,000	58,700,000
European Roll Coated Aluminum
Goodwill [Roll Forward]
Goodwill, beginning balance	109,549,000	105,165,000
Acquisition of Cleveland Tubing, Inc.		0
Foreign currency translation	(13,119,000)	4,384,000
Goodwill, ending balance	96,430,000	109,549,000
Goodwill, Impaired [Abstract]
Goodwill, impaired, accumulated impairment loss	53,000,000	60,200,000
European Engineered Products
Goodwill [Roll Forward]
Goodwill, beginning balance	13,146,000	12,900,000
Acquisition of Cleveland Tubing, Inc.		0
Foreign currency translation	(776,000)	246,000
Goodwill, ending balance	12,370,000	13,146,000
Goodwill, Impaired [Abstract]
Goodwill, impaired, accumulated impairment loss	$ 9,600,000	$ 10,200,000

XML

Supplemental Guarantor Condensed Financial Information (Tables)

12 Months Ended

Dec. 31, 2014

Supplemental Guarantor Condensed Financial Information [Abstract]

Schedule of Condensed Balance Sheet

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2014

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	4		$	2,070		$	—		$	2,074
Accounts receivable, less allowance for doubtful accounts	—			39,607			40,722			—			80,329
Inventories, net	—			75,512			30,873			—			106,385
Income taxes receivable	—			235			1,499			—			1,734
Deferred income taxes	—			381			45			—			426
Other current assets	—			5,425			1,584			—			7,009
Total current assets	—			121,164			76,793			—			197,957
Property, plant, and equipment, net	—			53,042			58,122						111,164
Amounts due from affiliates	—			202,008			19,277			(221,285		)	—
Goodwill	—			81,359			108,799			—			190,158
Customer relationships, net	—			16,826			9,489			—			26,315
Other intangible assets, net	—			6,495			—			—			6,495
Investment in consolidated subsidiaries	(167,335		)	(5,318		)	—			172,653			—
Other assets	—			2,883			1,804			—			4,687
Total assets	$	(167,335	)	$	478,459		$	274,284		$	(48,632	)	$	536,776
Liabilities and Shareholders' (deficit) equity
Current liabilities:
Accounts payable	$	—		$	49,869		$	28,977		$	—		$	78,846
Accrued expenses	—			16,284			9,225			—			25,509
Accrued interest payable	—			12,837			75			—			12,912
Deferred income taxes	—			—			895			—			895
Current portion of long -term debt	—			—			4,663			—			4,663
Total current liabilities	—			78,990			43,835			—			122,825
Long-term debt	—			534,852			—			—			534,852
Amounts due to affiliates	5,771			11,982			203,532			(221,285		)	—
Deferred income taxes	—			10,468			5,426			—			15,894
Other liabilities	—			9,502			26,809			—			36,311
Total liabilities	5,771			645,794			279,602			(221,285		)	709,882
Shareholders' (deficit) equity:
Common stock	196			—			21			(21		)	196
Additional paid-in capital	724,562			661,673			199,453			(861,126		)	724,562
Accumulated loss	(903,029		)	(834,173		)	(215,570		)	1,049,743			(903,029		)
Accumulated other comprehensive income	5,165			5,165			10,778			(15,943		)	5,165
Total shareholders' (deficit) equity	(173,106		)	(167,335		)	(5,318		)	172,653			(173,106		)
Total liabilities & shareholders' (deficit) equity	$	(167,335	)	$	478,459		$	274,284		$	(48,632	)	$	536,776

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2013

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
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' equity (deficit)
Current liabilities:
Accounts payable	$	—		$	30,312		$	26,950		$	—		$	57,262
Accrued expenses	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' equity (deficit):
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 & shareholders' (deficit) equity	$	(103,217	)	$	516,280		$	306,029		$	(147,119	)	$	571,973

Schedule of Condensed Income Statement

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2014

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	—		$	590,742		$	271,527		$	(7,524	)	$	854,745
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			508,022			225,250			(7,524		)	725,748
Selling and general (excluding depreciation and amortization)	424			48,358			22,838			—			71,620
Depreciation and amortization	—			21,539			10,889			—			32,428
Other operating charges	—			4,432			1,927			—			6,359
Income (loss) from operations	(424		)	8,391			10,623			—			18,590
Equity in earnings of subsidiaries	(58,855		)	(5,328		)	—			64,183			—
Interest expense	—			(54,078		)	(1,440		)	—			(55,518		)
Intercompany interest income (expense)	—			18,033			(18,033		)	—			—
Other (loss) income, net	—			(25,129		)	1,976			—			(23,153		)
Loss before income taxes	(59,279		)	(58,111		)	(6,874		)	64,183			(60,081		)
(Benefit from) provision for income taxes	—			744			(1,546		)	—			(802		)
Net loss	$	(59,279	)	$	(58,855	)	$	(5,328	)	$	64,183		$	(59,279	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2013

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	—		$	561,277		$	272,942		$	(7,547	)	$	826,672
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			479,813			227,696			(7,547		)	699,962
Selling and general (excluding depreciation and amortization)	668			49,670			25,090			—			75,428
Depreciation and amortization	—			23,349			11,750			—			35,099
Other operating charges	—			3,196			5,969			—			9,165
Income (loss) from operations	(668		)	5,249			2,437			—			7,018
Equity in earnings of subsidiaries	(24,227		)	(14,391		)	—			38,618			—
Interest expense	—			(52,888		)	(1,190		)	—			(54,078		)
Intercompany interest income (expense)	—			17,678			(17,678		)	—			—
Other income (loss), net	—			8,191			(787		)	—			7,404
Loss before income taxes	(24,895		)	(36,161		)	(17,218		)	38,618			(39,656		)
Benefit from income taxes	—			(11,934		)	(2,827		)	—			(14,761		)
Net loss	$	(24,895	)	$	(24,227	)	$	(14,391	)	$	38,618		$	(24,895	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2012

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	—		$	565,237		$	281,912		$	(10,009	)	$	837,140
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			474,058			236,996			(10,009		)	701,045
Selling and general (excluding depreciation and amortization)	318			55,752			27,422			—			83,492
Depreciation and amortization	—			22,403			12,381			—			34,784
Other operating charges	—			2,336			4,089			—			6,425
Multiemployer pension withdrawal expense	—			39			—			—			39
Income (loss) from operations	(318		)	10,649			1,024			—			11,355
Equity in earnings of subsidiaries	(36,450		)	(13,618		)	—			50,068			—
Interest expense	—			(53,859		)	(999		)	—			(54,858		)
Intercompany interest income (expense)	—			17,353			(17,353		)	—			—
Other income, net	—			4,960			52			—			5,012
Loss before income taxes	(36,768		)	(34,515		)	(17,276		)	50,068			(38,491		)
(Benefit from) provision for income taxes	—			1,935			(3,658		)	—			(1,723		)
Net loss	$	(36,768	)	$	(36,450	)	$	(13,618	)	$	50,068		$	(36,768	)

Schedule Of Condensed Statement Of Comprehensive Income (Loss)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONSFor the Year Ended December 31, 2014

(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net loss	$	(59,279	)	$	(58,855	)	$	(5,328	)	$	64,183		$	(59,279	)
Other comprehensive loss:
Foreign currency translation adjustment	276			276			276			(552		)	276
Pension liability adjustment, net of tax	(6,032		)	(6,032		)	(2,674		)	8,706			(6,032		)
Total other comprehensive loss	$	(5,756	)	$	(5,756	)	$	(2,398	)	$	8,154		$	(5,756	)
Total comprehensive loss	$	(65,035	)	$	(64,611	)	$	(7,726	)	$	72,337		$	(65,035	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONSFor the Year Ended December 31, 2013
(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations		Total
Net loss	$	(24,895	)	$	(24,227	)	$	(14,391	)	$	38,618	$	(24,895	)
Other comprehensive income (loss):
Foreign currency translation adjustment	(815		)	(815		)	(815		)	1,630		(815		)
Pension liability adjustment, net of tax	931			931			(936		)	5		931
Total other comprehensive income (loss)	$	116		$	116		$	(1,751	)	$	1,635	$	116
Total comprehensive loss	$	(24,779	)	$	(24,111	)	$	(16,142	)	$	40,253	$	(24,779	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONSFor the Year Ended December 31, 2012
(in thousands)

	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net loss	$	(36,768	)	$	(36,450	)	$	(13,618	)	$	50,068		$	(36,768	)
Other comprehensive income:
Foreign currency translation adjustment	80			80			367			(447		)	80
Pension liability adjustment, net of tax	953			953			1,196			(2,149		)	953
Total other comprehensive income	$	1,033		$	1,033		$	1,563		$	(2,596	)	$	1,033
Total comprehensive loss	$	(35,735	)	$	(35,417	)	$	(12,055	)	$	47,472		$	(35,735	)

Schedule of Condensed Cash Flow Statement

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2014

(in thousands)

	Parent		Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash used in operating activities	$	—	$	1,080		$	(4,750	)	$	—		$	(3,670	)
Cash flows from investing activities:
Proceeds from sale of assets	—		776			9			—			785
Capital expenditures	—		(4,516		)	(2,817		)	—			(7,333		)
Distribution from affiliate	—		2,189			—			(2,189		)	—
Net cash used in investing activities	—		(1,551		)	(2,808		)	(2,189		)	(6,548		)
Cash flows from financing activities:
Net repayments on ABL Credit Facility	—		(1,137		)	—			—			(1,137		)
Net borrowings on European Credit Facilities	—		—			4,663			—			4,663
Deferred financing fees	—		(88		)	—			—			(88		)
Distribution to affiliate	—		—			(2,189		)	2,189			—
Net cash provided by financing activities	—		(1,225		)	2,474			2,189			3,438
Effect of exchange rate changes on cash	—		—			(123		)	—			(123		)
Net decrease in cash and cash equivalents	—		(1,696		)	(5,207		)	—			(6,903		)
Cash and cash equivalents at beginning of year	—		1,700			7,277			—			8,977
Cash and cash equivalents at end of year	$	—	$	4		$	2,070		$	—		$	2,074

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2013

(in thousands)

	Parent		Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash used in operating activities	$	—	$	(7,396	)	$	(2,919	)	$	—		$	(10,315	)
Cash flows from investing activities:
Proceeds from sale of assets	—		324			2,022			—			2,346
Capital expenditures	—		(5,829		)	(4,913		)	—			(10,742		)
Distribution from affiliate	—		—			5,068			(5,068		)	—
Net cash (used in) provided by investing activities	—		(5,505		)	2,177			(5,068		)	(8,396		)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	—		18,270			—			—			18,270
Deferred financing fees	—		(175		)	—			—			(175		)
Distribution to affiliate	—		(5,068		)	—			5,068			—
Net cash provided by financing activities	—		13,027			—			5,068			18,095
Effect of exchange rate changes on cash	—		—			(431		)	—			(431		)
Net (decrease) increase in cash and cash equivalents	—		126			(1,173		)	—			(1,047		)
Cash and cash equivalents at beginning of year	—		1,574			8,450			—			10,024
Cash and cash equivalents at end of year	$	—	$	1,700		$	7,277		$	—		$	8,977

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2012

(in thousands)

	Parent		Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	—	$	(539	)	$	4,524		$	—		$	3,985
Cash flows from investing activities:
Proceeds from sale of assets	—		1,317			4			—			1,321
Capital expenditures	—		(4,158		)	(2,982		)	—			(7,140		)
Purchase of a business, net of cash acquired	—		(6,445		)	—			—			(6,445		)
Distribution from affiliate	—		—			(2,165		)	2,165			—
Net cash used in investing activities	—		(9,286		)	(5,143		)	2,165			(12,264		)
Cash flow from financing activities:
Net borrowings on ABL Credit Facility	—		8,280			—			—			8,280
Deferred financing fees	—		(8		)	(26		)	—			(34		)
Distribution to affiliate	—		2,165			—			(2,165		)	—
Net cash provided by (used in) financing activities	—		10,437			(26		)	(2,165		)	8,246
Effect of exchange rate changes on cash	—		—			(4,270		)	—			(4,270		)
Net (decrease) increase in cash and cash equivalents	—		612			(4,915		)	—			(4,303		)
Cash and cash equivalents at beginning of year	—		962			13,365			—			14,327
Cash and cash equivalents at end of year	$	—	$	1,574		$	8,450		$	—		$	10,024

XML

Employee Benefit Plans Fair Value of U.K. Plan Assets (Details) (UK, USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 30,010	$ 30,151
Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	30,010	20,876
Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	9,275
Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Cash and Cash Equivalents
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	174	180
Cash and Cash Equivalents | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	174	180
Cash and Cash Equivalents | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Cash and Cash Equivalents | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Debt Securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	11,898	10,805
Debt Securities | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	11,898	10,805
Debt Securities | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Debt Securities | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Money Market Funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	17,938	19,166
Money Market Funds | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	17,938	9,891
Money Market Funds | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	9,275
Money Market Funds | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 0	$ 0

XML

Accumulated Other Comprehensive Income (Tables)

12 Months Ended

Dec. 31, 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 year ended December 31, 2014 were as follows:

	Foreign Currency Translation Adjustments		Defined Benefit Pension Plan Adjustments			Total
Balance, beginning of period	$	19,281	$	(8,360	)	$	10,921
Other comprehensive (loss) income before reclassifications	276		(6,104		)	(5,828		)
Amounts reclassified from accumulated other comprehensive income (loss)	—		72			72
Net other comprehensive (loss) income	276		(6,032		)	(5,756		)
Balance, end of period	$	19,557	$	(14,392	)	$	5,165

XML

Long-Term Obligations (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013	Mar. 18, 2011	Feb. 28, 2012
Debt Instrument [Line Items]
Long-term debt	$ 539,515,000	$ 535,396,000
Current portion	4,663,000	0
Long-term debt less current maturities	534,852,000	535,396,000
Subsidiary ownership percentage	100.00%
Long-term debt, maturities, repayments of principal in year two	535,600,000
Other Assets
Debt Instrument [Line Items]
Deferred finance costs, gross			10,600,000
Senior notes | Senior Secured Notes (9.50%)
Debt Instrument [Line Items]
Long-term debt	375,000,000	375,000,000
Debt instrument, face amount	375,000,000	375,000,000	375,000,000
Unsecured debt | Senior Unsecured Loan Facility (12.25%)
Debt Instrument [Line Items]
Long-term debt	124,233,000	123,640,000
Debt instrument, face amount	125,000,000		125,000,000
Debt instrument, issuance price as % of face value			98.00%
Line of credit | ABL Credit Facility
Debt Instrument [Line Items]
Long-term debt	35,619,000	36,756,000
Line of credit facility, maximum borrowing capacity			70,000,000
Line of credit | Dutch revolving credit facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity				15,000,000
Dutch revolving credit facility | Dutch revolving credit facility
Debt Instrument [Line Items]
Long-term debt	3,532,000	0
French credit facility | French receivables financing facility
Debt Instrument [Line Items]
Long-term debt	1,131,000	0
Revolving credit facility
Debt Instrument [Line Items]
Current portion	$ 4,663,000	$ 0

XML

Accumulated Other Comprehensive Income (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance, beginning of period	$ 10,921,000
Other comprehensive (loss) income before reclassifications	(5,828,000)
Amounts reclassified from accumulated other comprehensive income (loss)	72,000
Net other comprehensive (loss) income	(5,756,000)	116,000	1,033,000
Balance, end of period	5,165,000	10,921,000
Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance, beginning of period	19,281,000
Other comprehensive (loss) income before reclassifications	276,000
Amounts reclassified from accumulated other comprehensive income (loss)	0
Net other comprehensive (loss) income	276,000	(815,000)	80,000
Balance, end of period	19,557,000	19,281,000
Defined Benefit Pension Plan Adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance, beginning of period	(8,360,000)
Other comprehensive (loss) income before reclassifications	(6,104,000)
Amounts reclassified from accumulated other comprehensive income (loss)	72,000
Net other comprehensive (loss) income	(6,032,000)	931,000	953,000
Balance, end of period	(14,392,000)	(8,360,000)
Accumulated other comprehensive income (loss), tax effect related to defined benefit pension plan adjustments	$ (300,000)	$ (300,000)

XML

Income Taxes Schedule of Income from continuing operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 26, 2014	Jun. 27, 2014	Mar. 28, 2014	Dec. 31, 2013	Sep. 27, 2013	Jun. 28, 2013	Mar. 29, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Loss from continuing operations [Abstract]
United States									$ (53,207)	$ (22,438)	$ (21,215)
Foreign									(6,874)	(17,218)	(17,276)
Loss before income taxes	$ (20,428)	$ (16,775)	$ (4,299)	$ (18,579)	$ (13,599)	$ 3,177	$ (1,859)	$ (27,375)	$ (60,081)	$ (39,656)	$ (38,491)

XML

Summary of Significant Accounting Policies Translation of Foreign Currencies (Details) (Other Income, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Other Income
Trading Activity, Gains and Losses, Net [Line Items]
Foreign currency transaction (loss) gain, before tax	$ (24.2)	$ 7.6	$ 4.9

XML

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Operations and Summary of Significant Accounting Policies

Operations and Summary of Significant Accounting Policies

Nature of Operations and Organization

Euramax Holdings, Inc. and Subsidiaries (the "Company") is an international producer of residential and commercial building materials and recreational vehicle, or RV, exterior components. The Company's core building products include aluminum, steel, vinyl and copper roof drainage products, steel roofing and siding, and specialty coated aluminum coil. In addition, the Company sells an extensive line of accessory products, including roofing and siding hardware, trim parts and roof drainage accessories. The Company's core RV products include aluminum siding and roofing. The Company sells its products to a wide range of customers, including distributors, contractors, and home improvement retailers, as well as RV and transportation original equipment manufacturers, or OEMs. The Company's manufacturing and distribution network consists of35 strategically located facilities, of which 30 are located in North America and five are located in Europe. 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.

Liquidity and Capital Resources

The Company's ability to make payments on and to refinance the indebtedness, to fund planned capital expenditures and to satisfy other capital and commercial commitments will depend on the Company's ability to generate cash flow in the future. The Senior Secured Notes (the "Notes") become due on April 1, 2016 with amounts outstanding, as of December 31, 2014, of $375 million. In the event the Notes are not refinanced prior to December 31, 2015, the ABL Credit Facility becomes due on January 31, 2016. See Note 5 for further disclosures related to Long-Term Debt. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the Company's control. The Company believes December 31, 2014 cash levels, together with cash from operations and borrowings under the ABL Credit Facility, will be adequate to fund cash requirements based on the current level of operations for at least twelve months from December 31, 2014. The Company cannot assure that its business will generate sufficient cash flow from operations, that net sales growth and operating improvements will be realized or that future borrowings will be available under the ABL Credit Facility in an amount sufficient to enable the Company to service its indebtedness or to fund its other liquidity needs. In particular, the availability under the ABL Credit Facility is determined based on a borrowing base which can decline due to various factors. The Company may not be able to generate sufficient cash to service all of the indebtedness, including the Notes, and may not be able to refinance the indebtedness on favorable terms. If the Company is unable to do so, the Company may be forced to take other actions to satisfy its obligations under the indebtedness, which may not be successful.

Basis of Presentation and Consolidation

The consolidated financial statements of the Company are prepared in conformity with U.S. generally accepted accounting principles and include the accounts of the Company and all its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

On August 14, 2012, the Company acquired Cleveland Tubing, Inc. ("CTI") for approximately $6.4 million, net of cash acquired. CTI was a developer and manufacturer of corrugated plastic parts, including collapsible and flexible specialty drainage products, sold through the Company's U.S. Residential Products segment. The results of operations for CTI have been included in the Company’s consolidated financial statements as of and from the date of the acquisition. The Company allocated the purchase price to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The acquired assets of CTI consisted primarily of accounts receivable, property, plant and equipment, and inventories. The liabilities assumed generally consisted of accounts payable and accrued liabilities.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts of certain assets, liabilities, revenues and expenses and disclosure of contingencies in the Company's consolidated financial statements. Although these estimates and assumptions are based on the Company's knowledge of current events and actions the Company may take in the future, actual results could ultimately differ from those estimates and assumptions, and the differences could be material.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. Certain cash overdrafts of the Company have been netted with positive cash balances held with the same financial institutions.

Accounts Receivable

Accounts receivable are comprised of trade accounts receivable and other receivables. Trade accounts receivable are recorded at net realizable value and totaled $77.1 million and $69.8 million as of December 31, 2014 and December 31, 2013, respectively. This value includes an allowance for estimated uncollectible accounts, returns and allowances, cash discounts and other adjustments. The allowance for doubtful accounts is based on historical experience, the level of past-due accounts based on the contractual terms of the receivables, current economic conditions and an evaluation of the customers' credit worthiness. Accounts receivable are charged against the allowance for doubtful accounts when it is probable that the receivable will not be recovered.

Activity in the allowance for doubtful accounts was as follows:

	2014			2013			2012
Balance, beginning of year	$	2,235		$	2,751		$	4,391
Charges to costs and expenses	35			290			364
Write-offs and other activity	(664		)	(838		)	(2,037		)
Foreign currency translation	(84		)	32			33
Balance, end of year	$	1,522		$	2,235		$	2,751

Inventories

Inventories are stated at the lower of cost or market, with cost determined under the first-in, first-out (FIFO) method. Cost of manufactured inventory includes direct labor and manufacturing overhead. Market with respect to all inventories is replacement cost subject to a floor for an approximate normal profit margin on disposition. Abnormal amounts of idle facility expense, freight, handling costs, and wasted materials are recorded as current period charges.

Property, Plant, and Equipment

Property, plant, and equipment is recorded at cost. Cost of property, plant, and equipment acquired in a business combination is recorded at fair value based on the age and current replacement cost for similar assets on the date of the acquisition. Repair and maintenance costs are generally expensed unless they extend the useful lives of assets. Depreciation of property, plant, and equipment is computed principally on the straight-line method over the estimated useful lives of the assets ranging from 3 years to 37 years for equipment and from 10 years to 25 years for buildings. When events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, management assesses whether there has been an impairment in the value of the asset by comparing the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition to the carrying amount of the asset. If the expected future cash flows are less than the carrying amount of the asset, an impairment loss is recognized based on the excess of the asset's carrying value over its fair value. Fair value is estimated based on discounted cash flows, independent appraisals or comparable market transactions.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and identifiable intangible assets acquired. Goodwill has been assigned to multiple reporting units at either the operating segment, or one level below, primarily based upon the nature of discrete businesses comprising the Company's operations. We test our goodwill for impairment annually on the first day of our fourth quarter or more frequently if events or circumstances indicate the potential for impairment. The implied fair value of goodwill is determined by estimating the fair value of the reporting units and allocating such value to the tangible and identifiable intangible assets of each reporting unit. The Company's fair value estimate is based upon estimates of the future cash flows of the reporting units and market valuations of comparable companies. Significant judgments are made in estimating the future cash flows of the reporting units and determining comparable companies upon which fair values of the Company's reporting units are based. No goodwill impairment charges were recorded during fiscal years 2014, 2013, or 2012. The carrying value of goodwill at the valuation date is not representative of current fair value.

The Company has recognized intangible assets, apart from goodwill, acquired in business combinations and resulting from certain shareholder transactions, at fair value on the date of the transactions. Indefinite lived intangible assets are not amortized, but are tested for impairment annually, or more frequently if events or circumstances indicate the potential for impairment. The Company amortizes its intangible assets with finite lives over their useful lives based upon the pattern in which the economic benefits of the intangible assets are recognized. If that pattern cannot be determined, a straight-line amortization method is used. Intangible assets with finite lives are tested for impairment when there are indications that the carrying amount of an intangible asset may not be recoverable. The Company utilizes an income approach to estimate the fair value of its definite and indefinite lived intangible assets to test for impairment.

No intangible asset impairment charges were recorded in fiscal years 2014, 2013, or 2012. See Note 4 for further disclosures related to goodwill and other intangible assets.

Income Taxes

The Company accounts for income taxes using the asset and liability method of accounting. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable for future years to differences between financial statement and tax bases of existing assets and liabilities. Valuation allowances are established if the Company believes it is more likely than not that some or all of the deferred tax assets will not be realized. A tax benefit is not recognized unless the Company concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, a tax benefit is recognized and measured as the largest amount of the tax benefit that in the Company's judgment is greater than 50 percent likely to be realized. Interest and penalties related to unrecognized tax positions are recorded in benefit from income taxes in the accompanying consolidated statements of operations. See Note 9 for further disclosures related to income taxes.

Financial Instruments and Risk Management

The Company measures fair value based on a hierarchy disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value.

Market price observability is impacted by a number of factors, including the type of asset or liability and their characteristics. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

All derivative instruments are recognized on the balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and the type of hedging relationship. Derivative instruments that qualify as hedging instruments are designated based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of net investment in a foreign operation. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk is recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of Other Comprehensive Income ("OCI") and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss related to the ineffective portion of the derivative instrument, if any, is recognized in current earnings during the period of change. For derivative instruments that are designated and qualify as a hedge of a net investment in a foreign operation, the gain or loss is reported in OCI as part of the cumulative translation adjustment to the extent it is effective. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change. Should a financial instrument designated as a hedge be terminated while the underlying hedged transaction remains outstanding, or reasonably possible of occurring, the gain or loss would be deferred and amortized over the shorter of the remaining life of the underlying or the agreement.

The Company has used derivative financial instruments primarily to reduce its exposure to fluctuations in foreign currency exchange rates. These derivatives are not designated as hedging instruments and are recorded on the consolidated balance sheet at fair value as either other current assets or accrued expenses. The Company calculates the fair value of its derivatives using quoted exchange rates from financial institutions. The earnings impact resulting from the derivative instruments is recorded in the other (loss) income line item within the consolidated statement of operations.

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.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an agreement exists, delivery has occurred, the Company's price to the buyer is fixed and determinable and collectability is reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the risks and rewards of ownership. Revenue is recorded net of provisions for returns, allowances, rebates, and discounts.

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 accruals for warranties based on historical experience and expectations of future occurrence. Warranty costs are recorded as a component of cost of goods sold and are classified as accrued expenses or other liabilities depending on the timing of expected payments.

Shipping and Handling Costs

The Company classifies all shipping and handling charges as cost of goods sold.

Advertising Costs

The Company expenses all advertising costs as incurred. Advertising costs for 2014, 2013, and 2012 were $3.1 million, $3.1 million, and $3.3 million, respectively.

Translation of Foreign Currencies

Assets and liabilities of non-U.S. subsidiaries are translated to U.S. dollars at the rate of exchange in effect on the balance sheet date. Income and expenses are translated to U.S. dollars at the weighted average rates of exchange prevailing during the year. Foreign currency gains and losses resulting from the remeasurement of inter-company amounts that are not of a long-term investment nature into local currencies and certain indebtedness of foreign subsidiaries denominated in U.S. dollars are included in other (loss) income, net and amounted to losses of $24.2 million in 2014 and income of $7.6 million and $4.9 million in 2013 and 2012, respectively. Foreign currency gains and losses resulting from transactions in the ordinary course of business are recorded in selling and general expenses. Foreign currency translation gains and losses recorded in selling and general expenses were not significant for any period presented.

Recent Accounting Pronouncements

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 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.

XML

Income Taxes Income Taxes - Reconciliation between Federal Statutory rate and Income Tax Benefit (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Expense (Benefit), Income Tax Reconciliation [Abstract]
Tax benefit at U.S. Federal statutory rate	$ (21,029)	$ (13,880)	$ (13,472)
State income taxes, net of U.S. Federal income tax benefit	214	(1,052)	188
Earnings taxed at rates different than the U.S. Federal statutory rate	(8,188)	(6,051)	(6,271)
Changes in enacted tax rates	346	488	(63)
Change in valuation allowances	18,824	16,722	16,310
Impact of changes in uncertain tax positions	245	(12,179)	386
Unrecognized foreign loss	8,447
Other, net	339	1,191	1,199
Benefit from income taxes	$ (802)	$ (14,761)	$ (1,723)

XML

Quarterly Results of Operations (Tables)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Year Ended December 31, 2014
Net sales	$	169,904		$	232,990		$	239,942		$	211,909
Cost of sales, excluding depreciation and amortization	146,971			193,077			202,160			183,540
Depreciation and amortization	8,202			8,251			8,142			7,833
Operating (loss) income	(5,010		)	10,131			11,176			2,293
(Loss) income before income taxes	(18,579		)	(4,299		)	(16,775		)	(20,428		)
Net (loss) income	$	(19,272	)	$	(3,116	)	$	(16,406	)	$	(20,485	)
Year Ended December 31, 2013
Net Sales	$	172,545		$	229,861		$	227,835		$	196,431
Cost of sales, excluding depreciation and amortization	149,170			190,461			188,792			171,539
Depreciation and amortization	8,593			8,450			8,514			9,542
Operating (loss) income	(7,432		)	9,884			8,687			(4,121		)
(Loss) income before income taxes	(27,375		)	(1,859		)	3,177			(13,599		)
Net loss (income)	$	(28,116	)	$	(1,556	)	$	16,259		$	(11,482	)

XML

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Schedule of Allowance for Doubtful Accounts

Activity in the allowance for doubtful accounts was as follows:

	2014			2013			2012
Balance, beginning of year	$	2,235		$	2,751		$	4,391
Charges to costs and expenses	35			290			364
Write-offs and other activity	(664		)	(838		)	(2,037		)
Foreign currency translation	(84		)	32			33
Balance, end of year	$	1,522		$	2,235		$	2,751

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Nature of Operations and Organization

Nature of Operations and Organization

Euramax Holdings, Inc. and Subsidiaries (the "Company") is an international producer of residential and commercial building materials and recreational vehicle, or RV, exterior components. The Company's core building products include aluminum, steel, vinyl and copper roof drainage products, steel roofing and siding, and specialty coated aluminum coil. In addition, the Company sells an extensive line of accessory products, including roofing and siding hardware, trim parts and roof drainage accessories. The Company's core RV products include aluminum siding and roofing. The Company sells its products to a wide range of customers, including distributors, contractors, and home improvement retailers, as well as RV and transportation original equipment manufacturers, or OEMs. The Company's manufacturing and distribution network consists of35 strategically located facilities, of which 30 are located in North America and five are located in Europe. 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.

Liquidity and Capital Resources

Liquidity and Capital Resources

The Company's ability to make payments on and to refinance the indebtedness, to fund planned capital expenditures and to satisfy other capital and commercial commitments will depend on the Company's ability to generate cash flow in the future. The Senior Secured Notes (the "Notes") become due on April 1, 2016 with amounts outstanding, as of December 31, 2014, of $375 million. In the event the Notes are not refinanced prior to December 31, 2015, the ABL Credit Facility becomes due on January 31, 2016. See Note 5 for further disclosures related to Long-Term Debt. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the Company's control. The Company believes December 31, 2014 cash levels, together with cash from operations and borrowings under the ABL Credit Facility, will be adequate to fund cash requirements based on the current level of operations for at least twelve months from December 31, 2014. The Company cannot assure that its business will generate sufficient cash flow from operations, that net sales growth and operating improvements will be realized or that future borrowings will be available under the ABL Credit Facility in an amount sufficient to enable the Company to service its indebtedness or to fund its other liquidity needs. In particular, the availability under the ABL Credit Facility is determined based on a borrowing base which can decline due to various factors. The Company may not be able to generate sufficient cash to service all of the indebtedness, including the Notes, and may not be able to refinance the indebtedness on favorable terms. If the Company is unable to do so, the Company may be forced to take other actions to satisfy its obligations under the indebtedness, which may not be successful.

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

The consolidated financial statements of the Company are prepared in conformity with U.S. generally accepted accounting principles and include the accounts of the Company and all its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

On August 14, 2012, the Company acquired Cleveland Tubing, Inc. ("CTI") for approximately $6.4 million, net of cash acquired. CTI was a developer and manufacturer of corrugated plastic parts, including collapsible and flexible specialty drainage products, sold through the Company's U.S. Residential Products segment. The results of operations for CTI have been included in the Company’s consolidated financial statements as of and from the date of the acquisition. The Company allocated the purchase price to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The acquired assets of CTI consisted primarily of accounts receivable, property, plant and equipment, and inventories. The liabilities assumed generally consisted of accounts payable and accrued liabilities.

Use of Estimates and Assumptions

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts of certain assets, liabilities, revenues and expenses and disclosure of contingencies in the Company's consolidated financial statements. Although these estimates and assumptions are based on the Company's knowledge of current events and actions the Company may take in the future, actual results could ultimately differ from those estimates and assumptions, and the differences could be material.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. Certain cash overdrafts of the Company have been netted with positive cash balances held with the same financial institutions.

Accounts Receivable

Accounts Receivable

Accounts receivable are comprised of trade accounts receivable and other receivables. Trade accounts receivable are recorded at net realizable value and totaled $77.1 million and $69.8 million as of December 31, 2014 and December 31, 2013, respectively. This value includes an allowance for estimated uncollectible accounts, returns and allowances, cash discounts and other adjustments. The allowance for doubtful accounts is based on historical experience, the level of past-due accounts based on the contractual terms of the receivables, current economic conditions and an evaluation of the customers' credit worthiness. Accounts receivable are charged against the allowance for doubtful accounts when it is probable that the receivable will not be recovered.

Activity in the allowance for doubtful accounts was as follows:

	2014			2013			2012
Balance, beginning of year	$	2,235		$	2,751		$	4,391
Charges to costs and expenses	35			290			364
Write-offs and other activity	(664		)	(838		)	(2,037		)
Foreign currency translation	(84		)	32			33
Balance, end of year	$	1,522		$	2,235		$	2,751

Inventories

Inventories

Inventories are stated at the lower of cost or market, with cost determined under the first-in, first-out (FIFO) method. Cost of manufactured inventory includes direct labor and manufacturing overhead. Market with respect to all inventories is replacement cost subject to a floor for an approximate normal profit margin on disposition. Abnormal amounts of idle facility expense, freight, handling costs, and wasted materials are recorded as current period charges.

Property, Plant and Equipment

Property, Plant, and Equipment

Property, plant, and equipment is recorded at cost. Cost of property, plant, and equipment acquired in a business combination is recorded at fair value based on the age and current replacement cost for similar assets on the date of the acquisition. Repair and maintenance costs are generally expensed unless they extend the useful lives of assets. Depreciation of property, plant, and equipment is computed principally on the straight-line method over the estimated useful lives of the assets ranging from 3 years to 37 years for equipment and from 10 years to 25 years for buildings. When events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, management assesses whether there has been an impairment in the value of the asset by comparing the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition to the carrying amount of the asset. If the expected future cash flows are less than the carrying amount of the asset, an impairment loss is recognized based on the excess of the asset's carrying value over its fair value. Fair value is estimated based on discounted cash flows, independent appraisals or comparable market transactions.

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and identifiable intangible assets acquired. Goodwill has been assigned to multiple reporting units at either the operating segment, or one level below, primarily based upon the nature of discrete businesses comprising the Company's operations. We test our goodwill for impairment annually on the first day of our fourth quarter or more frequently if events or circumstances indicate the potential for impairment. The implied fair value of goodwill is determined by estimating the fair value of the reporting units and allocating such value to the tangible and identifiable intangible assets of each reporting unit. The Company's fair value estimate is based upon estimates of the future cash flows of the reporting units and market valuations of comparable companies. Significant judgments are made in estimating the future cash flows of the reporting units and determining comparable companies upon which fair values of the Company's reporting units are based. No goodwill impairment charges were recorded during fiscal years 2014, 2013, or 2012. The carrying value of goodwill at the valuation date is not representative of current fair value.

The Company has recognized intangible assets, apart from goodwill, acquired in business combinations and resulting from certain shareholder transactions, at fair value on the date of the transactions. Indefinite lived intangible assets are not amortized, but are tested for impairment annually, or more frequently if events or circumstances indicate the potential for impairment. The Company amortizes its intangible assets with finite lives over their useful lives based upon the pattern in which the economic benefits of the intangible assets are recognized. If that pattern cannot be determined, a straight-line amortization method is used. Intangible assets with finite lives are tested for impairment when there are indications that the carrying amount of an intangible asset may not be recoverable. The Company utilizes an income approach to estimate the fair value of its definite and indefinite lived intangible assets to test for impairment.

No intangible asset impairment charges were recorded in fiscal years 2014, 2013, or 2012. See Note 4 for further disclosures related to goodwill and other intangible assets.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method of accounting. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable for future years to differences between financial statement and tax bases of existing assets and liabilities. Valuation allowances are established if the Company believes it is more likely than not that some or all of the deferred tax assets will not be realized. A tax benefit is not recognized unless the Company concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, a tax benefit is recognized and measured as the largest amount of the tax benefit that in the Company's judgment is greater than 50 percent likely to be realized. Interest and penalties related to unrecognized tax positions are recorded in benefit from income taxes in the accompanying consolidated statements of operations. See Note 9 for further disclosures related to income taxes.

Financial Instruments and Risk Management

Financial Instruments and Risk Management

The Company measures fair value based on a hierarchy disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value.

Market price observability is impacted by a number of factors, including the type of asset or liability and their characteristics. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

All derivative instruments are recognized on the balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and the type of hedging relationship. Derivative instruments that qualify as hedging instruments are designated based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of net investment in a foreign operation. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk is recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of Other Comprehensive Income ("OCI") and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss related to the ineffective portion of the derivative instrument, if any, is recognized in current earnings during the period of change. For derivative instruments that are designated and qualify as a hedge of a net investment in a foreign operation, the gain or loss is reported in OCI as part of the cumulative translation adjustment to the extent it is effective. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change. Should a financial instrument designated as a hedge be terminated while the underlying hedged transaction remains outstanding, or reasonably possible of occurring, the gain or loss would be deferred and amortized over the shorter of the remaining life of the underlying or the agreement.

The Company has used derivative financial instruments primarily to reduce its exposure to fluctuations in foreign currency exchange rates. These derivatives are not designated as hedging instruments and are recorded on the consolidated balance sheet at fair value as either other current assets or accrued expenses. The Company calculates the fair value of its derivatives using quoted exchange rates from financial institutions. The earnings impact resulting from the derivative instruments is recorded in the other (loss) income line item within the consolidated statement of operations.

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.

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.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an agreement exists, delivery has occurred, the Company's price to the buyer is fixed and determinable and collectability is reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the risks and rewards of ownership. Revenue is recorded net of provisions for returns, allowances, rebates, and discounts.

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 accruals for warranties based on historical experience and expectations of future occurrence. Warranty costs are recorded as a component of cost of goods sold and are classified as accrued expenses or other liabilities depending on the timing of expected payments.

Shipping and Handling Cost

Shipping and Handling Costs

The Company classifies all shipping and handling charges as cost of goods sold.

Advertising Costs

Advertising Costs

The Company expenses all advertising costs as incurred. Advertising costs for 2014, 2013, and 2012 were $3.1 million, $3.1 million, and $3.3 million, respectively.

Translation of Foreign Currencies

Translation of Foreign Currencies

Assets and liabilities of non-U.S. subsidiaries are translated to U.S. dollars at the rate of exchange in effect on the balance sheet date. Income and expenses are translated to U.S. dollars at the weighted average rates of exchange prevailing during the year. Foreign currency gains and losses resulting from the remeasurement of inter-company amounts that are not of a long-term investment nature into local currencies and certain indebtedness of foreign subsidiaries denominated in U.S. dollars are included in other (loss) income, net and amounted to losses of $24.2 million in 2014 and income of $7.6 million and $4.9 million in 2013 and 2012, respectively. Foreign currency gains and losses resulting from transactions in the ordinary course of business are recorded in selling and general expenses. Foreign currency translation gains and losses recorded in selling and general expenses were not significant for any period presented

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements

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 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.

XML

Long-Term Obligations Dutch Revolving Credit Facility (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended
	Feb. 28, 2012	Feb. 03, 2012	Dec. 31, 2014
Line of Credit Facility [Line Items]
Debt, weighted average interest rate			2.263%
Line of credit | Dutch revolving credit facility
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 15
Debt instrument, maturity date		Apr. 01, 2016
Line of credit facility, commitment fee percentage	0.35%
Line of credit facility, remaining borrowing capacity			14.6
Line of credit | Dutch revolving credit facility | Euribor Rate
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	2.00%
Euro Member Countries, Euro | Line of credit | Dutch revolving credit facility
Line of Credit Facility [Line Items]
Line of credit facility, remaining borrowing capacity			$ 12.1

XML

Summary of Significant Accounting Policies (Details) (USD $)	0 Months Ended	12 Months Ended
	Aug. 14, 2012	Dec. 31, 2014 entities	Dec. 31, 2013	Dec. 31, 2012
Valuation and Qualifying Accounts Disclosure [Line Items]
Number of facilities		35
Number of North American facilities		30
Number of European facilities		5
Business combination, consideration transferred	$ 6,400,000
Trade accounts receivable		77,100,000	69,800,000
Percent likely that a tax benefit recognized		50.00%
Advertising expense		3,100,000	3,100,000	3,300,000
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts Receivable [Roll Forward]
Balance, beginning of year		2,235,000	2,751,000	4,391,000
Charges to cost and expenses		35,000	290,000	364,000
Write-offs and other activity		(664,000)	(838,000)	(2,037,000)
Foreign currency translation		84,000	(32,000)	33,000
Balance, end of year		$ 1,522,000	$ 2,235,000	$ 2,751,000

XML

Inventories (Tables)

12 Months Ended

Dec. 31, 2014

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventories, net of the allowance for obsolete inventory, were comprised of:

	December 31, 2014		December 31, 2013
Aluminum and steel coil	$	72,587	$	58,153
Raw materials	16,427		15,291
Work in process	2,467		1,936
Finished products	14,904		14,380
Total inventories, net	$	106,385	$	89,760

Summary of Obsolete Inventory Reserve

Activity in the allowance for obsolete inventory was as follows:

	2014			2013			2012
Balance, beginning of year	$	2,441		$	2,911		$	3,009
Charges to costs and expenses	4,037			3,972			4,386
Write-offs	(3,883		)	(4,487		)	(4,534		)
Foreign currency translation	(129		)	45			50
Balance, end of year	$	2,466		$	2,441		$	2,911

XML

Property, Plant, and Equipment (Tables)

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant, and equipment consisted of:

	December 31, 2014			December 31, 2013
Land and improvements	$	21,180		$	22,868
Buildings	54,557			57,555
Machinery and equipment	190,271			192,779
Construction in progress	4,949			3,948
Property, plant, and equipment, gross	270,957			277,150
Less accumulated depreciation	(159,793		)	(147,036		)
Property, plant, and equipment, net	$	111,164		$	130,114

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Operating activities
Net loss	$ (59,279)	$ (24,895)	$ (36,768)
Depreciation and amortization	32,428	35,099	34,784
Amortization of deferred financing fees	2,445	2,197	1,983
Amortization of debt discount	593	451	406
Share-based compensation	491	2,208	3,036
Provision for doubtful accounts	35	290	364
Foreign exchange loss (gain)	23,625	(7,700)	(347)
(Gain) loss on sale or disposal of assets	(131)	2,766	(444)
Deferred income taxes	(1,618)	(3,046)	(2,218)
Accounts receivable	(10,504)	683	10,749
Inventories	(19,870)	409	(4,561)
Other current assets	(175)	(2,184)	(219)
Accounts payable and other current liabilities	28,781	(3,846)	1,370
Income taxes payable	(410)	(10,433)	(2,467)
Other noncurrent assets and liabilities	(81)	(2,314)	(1,683)
Net cash (used in) provided by operating activities	(3,670)	(10,315)	3,985
Investing activities:
Proceeds from sales of assets	785	2,346	1,321
Capital expenditures	(7,333)	(10,742)	(7,140)
Purchase of a business, net of cash acquired	0	0	(6,445)
Net cash used in investing activities	(6,548)	(8,396)	(12,264)
Financing activities:
Net (repayments) borrowings on ABL Credit Facility	(1,137)	18,270	8,280
Net borrowings on European Credit Facilities	4,663	0	0
Deferred financing fees	(88)	(175)	(34)
Net cash provided by financing activities	3,438	18,095	8,246
Effect of exchange rate changes on cash	(123)	(431)	(4,270)
Net decrease in cash and cash equivalents	(6,903)	(1,047)	(4,303)
Cash and cash equivalents at beginning of year	8,977	10,024	14,327
Cash and cash equivalents at end of year	2,074	8,977	10,024
Income taxes (refunded) paid, net	(194)	(175)	5,488
Interest paid, net	$ 48,293	$ 52,220	$ 52,157

XML

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill

Changes in the carrying amount of goodwill for the years ended December 31, 2014 and December 31, 2013 are as follows:

	U.S. Residential Products		U.S. Commercial Products		European Roll Coated Aluminum			European Engineered Products			Consolidated
Balance at December 31, 2012	$	72,243	$	9,067	$	105,165		$	12,900		$	199,375
Acquisition of Cleveland Tubing, Inc.	48		—		—			—			48
Foreign currency translation	—		—		4,384			246			4,630
Balance at December 31, 2013	72,291		9,067		109,549			13,146			204,053
Foreign currency translation	—		—		(13,119		)	(776		)	(13,895		)
Balance at December 31, 2014	$	72,291	$	9,067	$	96,430		$	12,370		$	190,158

Intangible Assets

Intangible Assets

Intangible assets consisted of the following:

	As of December 31, 2014							As of December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets subject to amortization:
Customer relationships	$	205,760	$	(179,445	)	$	26,315	$	215,922	$	(175,291	)	$	40,631
Patents	5,994		(5,599		)	395		5,993		(5,020		)	973
	211,754		(185,044		)	26,710		221,915		(180,311		)	41,604
Intangible assets not subject to amortization:
Trade names	6,100		—			6,100		6,100		—			6,100
Total intangible assets	$	217,854	$	(185,044	)	$	32,810	$	228,015	$	(180,311	)	$	47,704

Future Amortization Expense

The aggregate amortization expense for intangible assets for 2014, 2013, and 2012 was $13.5 million, $15.2 million, and $16.1 million, respectively. The average useful lives of the Company's customer relationships and patents are 12 years and 10 years, respectively. Based on the carrying value of identified intangible assets recorded at December 31, 2014, and assuming no subsequent impairment of the underlying assets, the aggregate annual amortization expense for the next 5 years is expected to be as follows:

	Amortization of Intangible Assets
2015	$	11,919
2016	10,597
2017	4,446
2018	497
2019	192

XML

Other Operating Charges (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Other Operating Costs [Line Items]
Other operating charges	$ 6,359,000	$ 9,165,000	$ 6,425,000
Operating Expense
Other Operating Costs [Line Items]
Other operating charges	6,359,000	9,165,000	6,425,000
Operating Expense | U.S. and Europe
Other Operating Costs [Line Items]
Other severance and nonrecurring costs	1,200,000	1,700,000	1,700,000
Operating Expense | North America
Other Operating Costs [Line Items]
Other severance and nonrecurring costs	1,000,000
Out of period adjustments	800,000
Nondebtor reorganization items, legal and advisory professional fees			1,000,000
Business acquisition, transaction costs			300,000
U.S. Residential Products | Operating Expense
Other Operating Costs [Line Items]
Other operating charges	487,000	289,000	590,000
U.S. Residential Products | Operating Expense | North America
Other Operating Costs [Line Items]
Other severance and nonrecurring costs	400,000
U.S. Commercial Products | Operating Expense
Other Operating Costs [Line Items]
Other operating charges	1,555,000	621,000	290,000
U.S. Commercial Products | Operating Expense | North America
Other Operating Costs [Line Items]
Other severance and nonrecurring costs	400,000
European Roll Coated Aluminum | Operating Expense
Other Operating Costs [Line Items]
Other operating charges	360,000	497,000	683,000
European Roll Coated Aluminum | Operating Expense | U.K.
Other Operating Costs [Line Items]
Other severance and nonrecurring costs	400,000
European Engineered Products | Operating Expense
Other Operating Costs [Line Items]
Other operating charges	1,567,000	5,472,000	3,406,000
Relocation and plant consolidation costs			3,400,000
European Engineered Products | Operating Expense | U.K.
Other Operating Costs [Line Items]
Other severance and nonrecurring costs	600,000	1,900,000	3,200,000
Relocation and plant consolidation costs		5,500,000
Capitalized computer software, impairments	1,100,000	1,100,000
European Engineered Products | Operating Expense | U.K. | Fair Value, Inputs, Level 1
Other Operating Costs [Line Items]
Asset impairment charges	1,600,000
European Engineered Products | Operating Expense | France
Other Operating Costs [Line Items]
Other severance and nonrecurring costs	1,000,000	900,000	200,000
Other Non-Allocated | Operating Expense
Other Operating Costs [Line Items]
Other operating charges	2,390,000	2,286,000	1,456,000
Other Non-Allocated | Operating Expense | North America
Other Operating Costs [Line Items]
Other severance and nonrecurring costs	200,000
Transition service agreement costs			$ 2,000,000

XML

Other Operating Charges (Tables)

12 Months Ended

Dec. 31, 2014

Other Operating Charges [Abstract]

Schedule of Other Operating Cost and Expense, by Component

Other operating charges incurred by operating segment were as follows:

	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
U.S. Residential Products	$	487	$	289	$	590
U.S. Commercial Products	1,555		621		290
European Roll Coated Aluminum	360		497		683
European Engineered Products	1,567		5,472		3,406
Other non-allocated	2,390		2,286		1,456
Total other operating charges	$	6,359	$	9,165	$	6,425

XML

Long-Term Obligations Senior Secured Notes (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended	0 Months Ended
	Jan. 26, 2012	Mar. 18, 2011	Dec. 31, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Subsidiary ownership percentage			100.00%
Senior notes | Senior Secured Notes (9.50%)
Debt Instrument [Line Items]
Debt instrument, face amount		375.0	375.0	$ 375.0
Debt instrument, interest rate, stated percentage		9.50%
Debt instrument, aggregate principal amount redeemed, percentage	100.00%
Senior notes | Senior Secured Notes (9.50%) | Change of control
Debt Instrument [Line Items]
Prepayment redemption price percentages		101.00%
Senior notes | Senior Secured Notes (9.50%) | 2013
Debt Instrument [Line Items]
Prepayment redemption price percentages		107.125%
Senior notes | Senior Secured Notes (9.50%) | 2014
Debt Instrument [Line Items]
Prepayment redemption price percentages		104.75%
Senior notes | Senior Secured Notes (9.50%) | 2015 and thereafter
Debt Instrument [Line Items]
Prepayment redemption price percentages		100.00%
Line of credit | Senior Secured Notes (9.50%)
Debt Instrument [Line Items]
Foreign restricted subsidiaries, percent of voting capital stock, collateral		65.00%
Foreign restricted subsidiaries, percent of non-voting capital stock collateral		100.00%

XML

Employee Benefit Plans Components of Net Periodic Pension Cost (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Multi-employer benefit expense	$ 1,197	$ 1,158	$ 1,168
Multi-employer pension withdrawal penalty	0	0	39
U.S.
Defined Benefit Plan Disclosure [Line Items]
Service cost	59	64	59
Interest cost	555	519	513
Expected return on assets	739	623	576
Amortization of actuarial loss	0	(292)	(252)
Total Company defined benefit net periodic pension cost (income)	125	(252)	(248)
Multi-employer benefit expense	1,197	1,158	1,303
Multi-employer pension withdrawal penalty	0	0	39
Net periodic pension cost	1,072	1,410	1,590
UK
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0	0
Interest cost	2,204	2,046	2,371
Expected return on assets	1,861	1,661	1,680
Amortization of actuarial loss	(76)	(36)	(92)
Total Company defined benefit net periodic pension cost (income)	(419)	(421)	(783)
Multi-employer benefit expense	0	0	0
Multi-employer pension withdrawal penalty	0	0	0
Net periodic pension cost	$ 419	$ 421	$ 783

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012		Dec. 30, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 2,074		$ 8,977		$ 10,024		$ 14,327	$ 14,327
Accounts receivable, less allowances of $1,522 and $2,235 in 2014 and 2013, respectively	80,329		73,996
Inventories, net	106,385		89,760
Income taxes receivable	1,734		982
Deferred income taxes	426		580
Other current assets	7,009		7,008
Total current assets	197,957		181,303
Property, plant and equipment, net	111,164		130,114
Goodwill	190,158		204,053		199,375
Customer relationships, net	26,315		40,631
Other intangible assets, net	6,495		7,073
Deferred income taxes	0		87
Other assets	4,687		8,712
Total assets	536,776	[1]	571,973	[1]	594,422	[1]
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Accounts payable, including cash overdrafts of $13,955 at December 31, 2014	78,846		57,262
Accrued expenses	25,509		26,366
Accrued interest payable	12,912		9,020
Deferred income taxes	895		605
Current portion of long-term debt	4,663		0
Total current liabilities	122,825		93,253
Long-term debt	534,852		535,396
Deferred income taxes	15,894		18,980
Other liabilities	36,311		32,907
Total liabilities	709,882		680,536
Shareholders’ (deficit) equity:
Class A common stock—$1.00 par value; 600,000 shares authorized, 195,502 issued and outstanding in 2014 and 194,852 issued and outstanding in 2013	196		195
Class B convertible restricted voting common stock—$1.00 par value; 600,000 shares authorized, no shares issued in 2014 and 2013	0		0
Additional paid-in capital	724,562		724,071
Accumulated loss	(903,029)		(843,750)
Accumulated other comprehensive income	5,165		10,921
Total shareholders' (deficit) equity	(173,106)		(108,563)
Total liabilities and shareholders’ (deficit) equity	$ 536,776		$ 571,973

[1] Segment assets include cash, accounts receivable, inventories, other current assets, property, plant and equipment, goodwill, intangibles, and other long term assets. Other non-allocated assets include all corporate assets, as well as deferred taxes and income taxes receivable.

XML

Summary of Significant Accounting Policies Liquidity and Capital Resources (Details) (Senior Secured Notes, Senior notes, USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Mar. 18, 2011
Senior Secured Notes | Senior notes
Debt Instrument [Line Items]
Debt instrument, face amount	$ 375.0	$ 375.0	$ 375.0

XML

Schedule I Condensed Balance Sheet (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Class A Common Stock, authorized	1,200,000
Euramax Holdings, Inc. (Parent Company only)
Condensed Financial Statements, Captions [Line Items]
Class A Common Stock, par value	$ 1.00	$ 1.00
Class A Common Stock, authorized	600,000	600,000
Class A Common Stock, outstanding	195,502	194,852
Class B Convertible Restricted Stock, par value	$ 1.00	$ 1.00
Class B Convertible Restricted Stock, authorized	600,000	600,000
Class B Convertible Restricted Stock, outstanding	0	0

XML

Consolidated Statements of Comprehensive Operations (Parentheticals) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Tax expense for pension liability adjustment to other comprehensive income	$ 0	$ 1,193	$ 225

XML

Quarterly Results of Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 26, 2014	Jun. 27, 2014	Mar. 28, 2014	Dec. 31, 2013	Sep. 27, 2013	Jun. 28, 2013	Mar. 29, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Quarterly Financial Information Disclosure [Abstract]
Net sales	$ 211,909	$ 239,942	$ 232,990	$ 169,904	$ 196,431	$ 227,835	$ 229,861	$ 172,545	$ 854,745	$ 826,672	$ 837,140
Cost of sales, excluding depreciation and amortization	183,540	202,160	193,077	146,971	171,539	188,792	190,461	149,170	725,748	699,962	701,045
Depreciation and amortization	7,833	8,142	8,251	8,202	9,542	8,514	8,450	8,593	32,428	35,099	34,784
Operating (loss) income	2,293	11,176	10,131	(5,010)	(4,121)	8,687	9,884	(7,432)	18,590	7,018	11,355
(Loss) income before income taxes	(20,428)	(16,775)	(4,299)	(18,579)	(13,599)	3,177	(1,859)	(27,375)	(60,081)	(39,656)	(38,491)
Net (loss) income	$ (20,485)	$ (16,406)	$ (3,116)	$ (19,272)	$ (11,482)	$ 16,259	$ (1,556)	$ (28,116)	$ (59,279)	$ (24,895)	$ (36,768)
Interim Reporting Calendar [Abstract]
Number of fewer days in fiscal quarter	1 day			1 day
First fiscal month in fiscal quarter duration									4 weeks	4 weeks
Second fiscal month in fiscal quarter duration									4 weeks	4 weeks
Third fiscal month in fiscal quarter duration									5 weeks	5 weeks
Fiscal quarter duration		13 weeks	13 weeks	13 weeks		13 weeks	13 weeks	13 weeks

XML

Stock Compensation (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Sep. 24, 2009
Restricted Stock Award and Restricted Stock Units Weighted Average [Roll Forward]
Share-based compensation	$ 491,000	$ 2,208,000	$ 3,036,000
Common Class A
Restricted Stock Award and Restricted Stock Units Weighted Average [Roll Forward]
Fair value inputs, discount rate	11.50%	11.00%
Fair value inputs, discount for lack of marketability	25.00%
Minority interest discount	20.00%
Restricted Stock
Restricted Stock Award and Restricted Stock Units Weighted Average [Roll Forward]
Unrecognized stock based compensation cost	900,000
Unrecognized stock based compensation, period for recognition	3 years
Restricted Stock | Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance				21,737
Restricted Stock Award and Restricted Stock Units [Roll Forward]
Granted	1,100	1,600
Restricted Stock and Restricted Stock Units
Restricted Stock Award and Restricted Stock Units Weighted Average [Roll Forward]
Vesting period	4 years
Restricted Stock and Restricted Stock Units | Selling, General and Administrative Expenses
Restricted Stock Award and Restricted Stock Units Weighted Average [Roll Forward]
Share-based compensation	$ 500,000	$ 2,200,000	$ 3,000,000
Restricted Stock and Restricted Stock Units | Common Class A
Restricted Stock Award and Restricted Stock Units [Roll Forward]
Outstanding at December 31, 2013	2,675
Granted	1,100
Vested	(988)
Forfeited	(25)
Outstanding at December 31, 2014	2,762	2,675
Restricted Stock Award and Restricted Stock Units Weighted Average [Roll Forward]
Outstanding at December 31, 2013	$ 512
Granted	$ 395	$ 453	$ 784
Vested	$ 547
Forfeited	$ 577
Outstanding at Decemver 31, 2014	$ 452	$ 512
Restricted Stock Units (RSUs) | Common Class A
Restricted Stock Award and Restricted Stock Units [Roll Forward]
Granted	0	500

XML

Stock Compensation (Tables)

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Compensation

A summary of changes in unvested shares of restricted stock for the year ended December 31, 2014 are as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2013	2,675		$	512
Granted	1,100		395
Vested	(988	)	547
Forfeited	(25	)	577
Outstanding at December 31, 2014	2,762		$	452

XML

Income Taxes Valuation Allowance Rollforward (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Valuation Allowance Rollforward [Abstract]
Balance, beginning of year	$ (76,586)	$ (57,734)	$ (46,323)
Additions	(22,877)	(18,852)	(11,411)
Reductions	0	0	0
Balance, end of year	$ (99,463)	$ (76,586)	$ (57,734)

XML

Other Operating Charges

12 Months Ended

Dec. 31, 2014

Other Operating Charges [Abstract]

Other Operating Charges

Other Operating Charges

Other operating charges incurred by operating segment were as follows:

	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
U.S. Residential Products	$	487	$	289	$	590
U.S. Commercial Products	1,555		621		290
European Roll Coated Aluminum	360		497		683
European Engineered Products	1,567		5,472		3,406
Other non-allocated	2,390		2,286		1,456
Total other operating charges	$	6,359	$	9,165	$	6,425

For the year ended December 31, 2014

Other operating charges are comprised of restructuring initiatives, facility closures, acquisition related costs and other operational initiatives. In 2014, the Company engaged a third party consulting firm to assist in the executive transition period and provide an assessment of its North American operations. As a result of the assessment, 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 America business will result in a more competitive platform that provides both meaningful operational and cost benefits. Total severance and related costs incurred in the year ended December 31, 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. Total severance on a segment basis is disclosed in the following paragraphs.

For the year ended December 31, 2014, other operating charges totaled $6.4 million and were primarily comprised of severance costs and legal and professional fees. Other non-allocated charges of $2.4 million were made up of severance and professional fees for consulting services during the executive transition period. Ongoing restructuring initiatives in the European Engineered Products segment totaled $1.6 million, including approximately $0.6 million of severance in the UK and $1.0 million of severance for various social programs in France. The remaining other operating charges were comprised of $0.8 million related to the write-off of assets recognized in prior periods for North America and $1.2 million in severance and relocation costs in the U.S. primarily related to the workforce rationalization and organizational initiatives to reduce operating costs and improve efficiencies. 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. The European Roll Coated Aluminum segment also incurred $0.4 million in severance and relocation associated with efforts to reduce operating costs and improve efficiencies.

For the year ended December 31, 2013

For the year ended December 31, 2013, other operating charges totaled $9.2 million. Other operating charges in the European Engineered Products segment totaled $5.5 million primarily related to the relocation and consolidation of multiple plant facilities in the UK into one operating facility. These costs included $1.9 million of severance and relocation, a $1.6 million loss on the sale of land and buildings, a $1.1 million impairment of capitalized software costs as a result of the decision to abandon the implementation of an Enterprise Resource Planning System that did not align with the Company's relocation and consolidation activities and $0.9 million represents severance for various social programs in France.

Non-allocated other operating charges consisted primarily of $2.0 million related to the transition services agreement and various other expenses related to the resignation of the Company's chief executive officer in November 2013.

The remaining $1.7 million of other operating charges primarily consisted of severance and relocation costs in both the U.S. and Europe related to various organizational initiatives to reduce operating costs and improve efficiencies.

For the year ended December 31, 2012

For the year ended December 31, 2012, other operating charges of $6.4 million were primarily comprised of $3.4 million in restructuring and relocation initiatives in the European Engineered Products segment, including $3.2 million in severance and relocation charges related to the relocation of multiple plant facilities in the UK into one operating location and $0.2 million of severance charges for various social programs in France. Other operating charges also included $1.7 million of severance and relocation in both the U.S. and Europe related to cost savings initiatives and restructuring activities, $1.0 million of legal and professional fees related to the Company's North America reorganization and $0.3 million of costs related to the acquisition of Cleveland Tubing, Inc.

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The (benefit from) provision for income taxes is comprised of the following:

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Current:
United States
Federal	$	(434	)	$	(12,095	)	$	346
State	148			179			77
Foreign	1,102			201			72
Total Current	816			(11,715		)	495
Deferred:
United States
Federal	903			1,744			1,300
State	181			(1,797		)	212
Foreign	(2,702		)	(2,993		)	(3,730		)
Total Deferred	(1,618		)	(3,046		)	(2,218		)
	$	(802	)	$	(14,761	)	$	(1,723	)

Schedule of Income before Income Tax, Domestic and Foreign

The U.S. and foreign components of loss from continuing operations before income taxes are as follows:

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
United States	$	(53,207	)	$	(22,438	)	$	(21,215	)
Foreign	(6,874		)	(17,218		)	(17,276		)
	$	(60,081	)	$	(39,656	)	$	(38,491	)

Schedule of Effective Income Tax Rate Reconciliation

Reconciliation of the differences between income taxes computed at the U.S. Federal statutory tax rate and the Company's income tax benefit follows:

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Tax benefit at U.S. Federal statutory rate	$	(21,029	)	$	(13,880	)	$	(13,472	)
State income taxes, net of U.S. Federal income tax benefit	214			(1,052		)	188
Earnings taxed at rates different than the U.S. Federal statutory rate	(8,188		)	(6,051		)	(6,271		)
Changes in enacted tax rates	346			488			(63		)
Change in valuation allowances	18,824			16,722			16,310
Impact of changes in uncertain tax positions	245			(12,179		)	386
Unrecognized foreign loss	8,447			—			—
Other, net	339			1,191			1,199
	$	(802	)	$	(14,761	)	$	(1,723	)

Schedule of Deferred Tax Assets and Liabilities

At December 31, 2014 and December 31, 2013, the tax-effected temporary differences are as follows:

	Asset (Liability)
	December 31, 2014			December 31, 2013
Current deferred tax assets/liabilities
Accrued expenses	$	322		$	1,200
Accounts receivable	431			595
Inventories	845			(2		)
Other	1,506			1,790
Valuation allowance	(3,573		)	(3,608		)
Total current	(469		)	(25		)
Non-current deferred tax asset/liabilities
Property, plant, and equipment	(14,400		)	(20,392		)
Customer relationships	(16,559		)	(19,991		)
Net operating losses	104,232			89,678
Other	6,723			4,790
Valuation allowance	(95,890		)	(72,978		)
Total non-current	(15,894		)	(18,893		)
Total, net	$	(16,363	)	$	(18,918	)

Summary of Operating Loss Carryforwards

The Company has U.S. federal, U.S. state and foreign NOL carry forwards as follows:

	NOL		Year of
Jurisdiction	Amount		Expiration
Domestic	$	823.6	2014 - 2034
Foreign - unlimited carry forward	36.1		Unlimited
Foreign - limited carry forward	$	9.6	2020 - 2023

Summary of Valuation Allowance

A reconciliation of the beginning and ending amount of world-wide valuation allowances is as follows:

	2014			2013			2012
Balance, beginning of year	$	(76,586	)	$	(57,734	)	$	(46,323	)
Additions	(22,877		)	(18,852		)	(11,411		)
Reductions	—			—			—
Balance, end of year	$	(99,463	)	$	(76,586	)	$	(57,734	)

Summary of Income Tax Contingencies

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

	2014			2013			2012
Balance, beginning of year	$	(2,192	)	$	(11,209	)	$	(11,395	)
Reductions for expiration of the applicable statute of limitations	—			8,954			—
Reductions for tax positions of prior years	—			145			466
Additions for tax positions of current year	(336		)	—			(243		)
Additions for tax positions of prior years	(252		)	—			—
Foreign currency translation	312			(82		)	(37		)
Balance, end of year	$	(2,468	)	$	(2,192	)	$	(11,209	)

XML

Subsequent Event

12 Months Ended

Dec. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On February 6, 2015 and March 23, 2015, Euramax Holding, Inc. (“Euramax” or the "Company") entered into the Ninth and Tenth Amendments (the “Amendments”), respectively, to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement (the "ABL Credit Facility"). Borrowings under the revolving credit facility made available pursuant to the ABL Credit Facility are subject to a borrowing base limit and satisfaction of certain conditions. The borrowing base for the existing revolving credit facility includes, subject to notice by the Company and the satisfaction of certain other specified conditions, three mutually exclusive seasonal overadvance amounts, “Seasonal Overadvance (Type A)” in the amount of $15.0 million, “Seasonal Overadvance (Type B)” in the amount of $9.0 million and “Seasonal Overadvance (Type C)” in the amount of $6.0 million. Pursuant to the Amendments, the Company requested the addition of the “Seasonal Overadvance (Type B)” amount to the borrowing base, and the ABL Credit Facility was amended to, among other items, (i) provide for alternate conditions for the “Seasonal Overadvance (Type B)” amount, which will only apply during a specified period in fiscal year 2015, as further described below, (ii) condition availability of the “Seasonal Overadvance (Type A)” amount on the continued satisfaction of the applicable overadvance conditions relating thereto, as further described below, and (iii) amend the financial covenants to, among other things, change certain of the conditions governing when such financial covenants are applicable.

Pursuant to the Amendments, if the “Seasonal Overadvance (Type B)” conditions are not satisfied at any time during the period from January 26, 2015 through May 31, 2015, then the alternate “Seasonal Overadvance (Type B)” conditions shall apply instead during such period. Pursuant to the alternate “Seasonal Overadvance (Type B)” conditions, inclusion of the alternate “Seasonal Overadvance (Type B)” amount in the borrowing base shall be subject to, among other conditions, (i) the Company's demonstrating compliance with (A) a U.S. fixed charge coverage ratio for the most recently ended twelve-month test period of 0.85 to 1.00 and (B) a specified minimum consolidated adjusted EBITDA covenant for the most recently ended twelve-month period of $52.0 million, (ii) payment of a fee equal to 20.0% of the applicable seasonal overadvance amount (the “Seasonal Overadvance Fee) and (iii) other customary conditions.

In addition, the Amendments amended the ABL Credit Facility to condition availability of the “Seasonal Overadvance (Type A)” amount in the borrowing base on the continued compliance with the applicable overadvance conditions for such amount. Under the ABL Credit Facility the “Seasonal Overadvance (Type A)” amount is available to the Company from February 1 of each year through June 30 for calendar year 2015 and through May 31 of any other year (each, a “Type A Period”), subject to among other conditions (i) the Company's demonstrating compliance with a fixed charge coverage ratio covenant of 1.00 to 1.00, (ii) payment of the Seasonal Overadvance Fee (except to the extent already paid during such calendar year), (iii) other customary conditions and (iv) pursuant to the Amendment, continued compliance with the foregoing eligibility requirements with respect to any Type A Period, with the “Type A” seasonal overadvance amount being reduced to zero at any time such conditions fail to be satisfied during such Type A Period.

The Amendment also (i) provides for the suspension of the testing of the fixed charge coverage ratio financial covenant in the ABL Credit Facility that is otherwise applicable during certain financial covenant testing periods at any time when the regular “Seasonal Overadvance (Type B)” conditions or the “Seasonal Overadvance (Type C)” conditions are satisfied, and (ii) provides for the suspension of the testing of the minimum consolidated adjusted EBITDA covenant that is otherwise applicable during certain financial covenant testing periods at any time when the regular “Seasonal Overadvance (Type B)” conditions and the “Seasonal Overadvance (Type C)” conditions are not satisfied.

XML

Employee Benefit Plans Schedule of Net Funded Status (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
U.S.
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Service cost	$ 59	$ 64	$ 59
Interest cost	555	519	513
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	9,290
Expected return on assets	739	623	576
Defined Benefit Plan, Fair Value of Plan Assets	9,642	9,290
Other liabilities	5,322	2,310
UK
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Service cost	0	0	0
Interest cost	2,204	2,046	2,371
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	30,151
Expected return on assets	1,861	1,661	1,680
Defined Benefit Plan, Fair Value of Plan Assets	30,010	30,151
Other liabilities	20,984	19,878
Change In Benefit Obligation | U.S.
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year	11,600	13,052
Service cost	59	64
Interest cost	555	519
Actuarial loss (gain)	3,021	(1,648)
Benefits paid	271	387
Currency translation adjustment	0	0
Projected benefit obligation at end of year	14,964	11,600
Accumulated benefit obligation at end of year	14,964	11,600
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Benefits paid	271	387
Change In Benefit Obligation | UK
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year	50,029	48,215
Service cost	0	0
Interest cost	2,204	2,046
Actuarial loss (gain)	4,046	732
Benefits paid	2,100	1,933
Currency translation adjustment	(3,185)	969
Projected benefit obligation at end of year	50,994	50,029
Accumulated benefit obligation at end of year	50,994	50,029
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Benefits paid	2,100	1,933
Change In Plan Assets | U.S.
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefits paid	271	387
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	9,290	7,897
Actual gain (loss) on plan assets	475	1,744
Expected return on assets	0	0
Employer contributions	208	75
Administrative expenses	60	39
Benefits paid	271	387
Currency translation adjustment	0	0
Defined Benefit Plan, Fair Value of Plan Assets	9,642	9,290
Funded status	(5,322)	(2,310)
Change In Plan Assets | UK
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefits paid	2,100	1,933
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	30,151	29,427
Actual gain (loss) on plan assets	1,150	(200)
Expected return on assets	1,861	1,661
Employer contributions	825	626
Administrative expenses	0	0
Benefits paid	2,100	1,933
Currency translation adjustment	(1,877)	570
Defined Benefit Plan, Fair Value of Plan Assets	30,010	30,151
Funded status	$ (20,984)	$ (19,878)

XML

Consolidated Statements of Changes in Equity (USD $) In Thousands, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Accumulated Loss	Foreign Currency Translation Adjustment	Pension Plan Adjustment
Stockholders' equity at Dec. 30, 2011	$ (53,293)	$ 185	$ 718,837	$ (782,087)	$ 20,016	$ (10,244)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(36,768)	0	0	(36,768)	0	0
Net other comprehensive (loss) income	1,033	0	0	0	80	953
Issuance of shares pursuant to share-based payment plans	0	(4)	(4)	0	0	0
Share-based compensation	3,036	0	3,036	0	0	0
Stockholders' equity at Dec. 31, 2012	(85,992)	189	721,869	(818,855)	20,096	(9,291)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(24,895)	0	0	(24,895)	0	0
Net other comprehensive (loss) income	116	0	0	0	(815)	931
Issuance of shares pursuant to share-based payment plans	0	(6)	(6)	0	0	0
Share-based compensation	2,208	0	2,208	0	0	0
Stockholders' equity at Dec. 31, 2013	(108,563)	195	724,071	(843,750)	19,281	(8,360)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(59,279)	0	0	(59,279)	0	0
Net other comprehensive (loss) income	(5,756)	0	0	0	276	(6,032)
Issuance of shares pursuant to share-based payment plans	(1)	(1)	0	0	0	0
Share-based compensation	491	0	491	0	0	0
Stockholders' equity at Dec. 31, 2014	$ (173,106)	$ 196	$ 724,562	$ (903,029)	$ 19,557	$ (14,392)

XML

Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Allowance for doubtful accounts	$ 1,522	$ 2,235
Cash overdrafts	$ 13,955	$ 0
Common stock, shares authorized	1,200,000
Common Class A
Common stock, par or stated value per share	$ 1.00	$ 1.00
Common stock, shares authorized	600,000	600,000
Common stock, shares, outstanding	195,502	194,852
Common Class B
Common stock, par or stated value per share	$ 1.00
Common stock, shares authorized	600,000
Common stock value convertible stated value per share	$ 1.00	$ 1.00
Common stock value convertible, authorized	600,000	600,000
Common stock value convertible, outstanding	0	0

XML

Income Taxes

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The (benefit from) provision for income taxes is comprised of the following:

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Current:
United States
Federal	$	(434	)	$	(12,095	)	$	346
State	148			179			77
Foreign	1,102			201			72
Total Current	816			(11,715		)	495
Deferred:
United States
Federal	903			1,744			1,300
State	181			(1,797		)	212
Foreign	(2,702		)	(2,993		)	(3,730		)
Total Deferred	(1,618		)	(3,046		)	(2,218		)
	$	(802	)	$	(14,761	)	$	(1,723	)

The U.S. and foreign components of loss from continuing operations before income taxes are as follows:

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
United States	$	(53,207	)	$	(22,438	)	$	(21,215	)
Foreign	(6,874		)	(17,218		)	(17,276		)
	$	(60,081	)	$	(39,656	)	$	(38,491	)

Reconciliation of the differences between income taxes computed at the U.S. Federal statutory tax rate and the Company's income tax benefit follows:

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Tax benefit at U.S. Federal statutory rate	$	(21,029	)	$	(13,880	)	$	(13,472	)
State income taxes, net of U.S. Federal income tax benefit	214			(1,052		)	188
Earnings taxed at rates different than the U.S. Federal statutory rate	(8,188		)	(6,051		)	(6,271		)
Changes in enacted tax rates	346			488			(63		)
Change in valuation allowances	18,824			16,722			16,310
Impact of changes in uncertain tax positions	245			(12,179		)	386
Unrecognized foreign loss	8,447			—			—
Other, net	339			1,191			1,199
	$	(802	)	$	(14,761	)	$	(1,723	)

At December 31, 2014 and December 31, 2013, the tax-effected temporary differences are as follows:

	Asset (Liability)
	December 31, 2014			December 31, 2013
Current deferred tax assets/liabilities
Accrued expenses	$	322		$	1,200
Accounts receivable	431			595
Inventories	845			(2		)
Other	1,506			1,790
Valuation allowance	(3,573		)	(3,608		)
Total current	(469		)	(25		)
Non-current deferred tax asset/liabilities
Property, plant, and equipment	(14,400		)	(20,392		)
Customer relationships	(16,559		)	(19,991		)
Net operating losses	104,232			89,678
Other	6,723			4,790
Valuation allowance	(95,890		)	(72,978		)
Total non-current	(15,894		)	(18,893		)
Total, net	$	(16,363	)	$	(18,918	)

Total gross deferred tax assets were $117.2 million and $72.7 million as of December 31, 2014 and December 31, 2013, respectively. Total gross deferred tax liabilities were $34.1 million and $15.0 million as of December 31, 2014 and December 31, 2013, respectively.

U.S. taxes have been provided on certain undistributed earnings of foreign subsidiaries because of certain U.S. deemed dividend inclusion rules. The remaining undistributed earnings are considered to be permanently reinvested and therefore deferred taxes have not been provided. Upon distribution of those earnings in the form of dividends or otherwise, the Company could be subject to U.S. income taxes and withholding taxes payable to non-U.S. jurisdictions. The determination of the amount of the unrecognized deferred tax liability for temporary differences related to investments in foreign subsidiaries is not practicable because of the complexities of the hypothetical calculation. All domestic NOLs and other operating loss carryforwards are potentially subject to certain statutory limitations on future use.

The Company has U.S. federal, U.S. state and foreign NOL carry forwards as follows:

	NOL		Year of
Jurisdiction	Amount		Expiration
Domestic	$	823.6	2014 - 2034
Foreign - unlimited carry forward	36.1		Unlimited
Foreign - limited carry forward	$	9.6	2020 - 2023

The Company's valuation allowance was $99.5 million and $76.6 million as of December 31, 2014 and December 31, 2013, respectively.

A reconciliation of the beginning and ending amount of world-wide valuation allowances is as follows:

	2014			2013			2012
Balance, beginning of year	$	(76,586	)	$	(57,734	)	$	(46,323	)
Additions	(22,877		)	(18,852		)	(11,411		)
Reductions	—			—			—
Balance, end of year	$	(99,463	)	$	(76,586	)	$	(57,734	)

In 2014, 2013 and 2012, the Company recorded valuation allowances against certain of its deferred tax assets subsequent to analyzing recoverability of its gross asset. The Company analyzed the four sources of taxable income described in ASC 740 and determined that a valuation allowance is required to reduce a portion of its U.S. and foreign deferred tax assets, as it is more likely than not that some portion of the deferred tax assets will not be realized.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

	2014			2013			2012
Balance, beginning of year	$	(2,192	)	$	(11,209	)	$	(11,395	)
Reductions for expiration of the applicable statute of limitations	—			8,954			—
Reductions for tax positions of prior years	—			145			466
Additions for tax positions of current year	(336		)	—			(243		)
Additions for tax positions of prior years	(252		)	—			—
Foreign currency translation	312			(82		)	(37		)
Balance, end of year	$	(2,468	)	$	(2,192	)	$	(11,209	)

On December 31, 2014 and December 31, 2013, the gross amount of unrecognized tax benefits was $2.5 million and $2.2 million, respectively, exclusive of interest and penalties. As of December 31, 2014 and December 31, 2013, if we were to prevail on all unrecognized tax benefits, $2.5 million and $2.2 million, respectively, would have benefited the effective tax rate.

The Company recognizes interest and penalties related to unrecognized tax benefits in provision for income taxes in the consolidated statements of operations. The Company had approximately $0.2 million, $0.2 million and $3.3 million in interest accrued at December 31, 2014, December 31, 2013 and December 31, 2012, respectively. Interest and penalties recognized in 2014, 2013 and 2012 were an expense of $0.1 million, an expense of $3.2 million and an expense of $0.4 million, respectively.

During the third quarter ended September 27, 2013, the statute of limitations expired for an uncertain tax position taken in a prior year. As a result, the Company recognized $9.0 million in previously unrecognized tax benefit and an additional $3.2 million related to the reversal of accrued interest and penalties associated with the position.

During the next 12 months, the Company does not expect to have any significant reversal of gross unrecognized tax benefits. The Company files income tax returns in the U.S. federal and state and local jurisdictions, and in the UK, Canada, the Netherlands, and France. Under the generally accepted statute of limitation rules, the Company is not subject to changes in income taxes by any taxing jurisdiction for years prior to 2010. In the fourth quarter of 2014, the Company received an assessment from the Dutch Taxing Authority regarding certain tax positions in its fiscal 2011 and 2012 tax filings. The assessment for fiscal years 2011 and 2012 totaled approximately $3.3 million and $3.5 million, respectfully. The Company has determined based on the facts and circumstances of the case that the Company’s position is more likely than not to be upheld on appeal.  Accordingly, the Company has not recorded a reserve for any potential liability as of December 31, 2014.

XML

Supplemental Guarantor Condensed Financial Information - Consolidated Statements of Cash Flows (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Financial Statements, Captions [Line Items]
Net cash (used in) provided by operating activities	$ (3,670)	$ (10,315)	$ 3,985
Cash flows from investing activities:
Proceeds from sale of assets	785	2,346	1,321
Capital expenditures	(7,333)	(10,742)	(7,140)
Distribution from affiliate	0	0	0
Net cash used in investing activities	(6,548)	(8,396)	(12,264)
Payments to acquire businesses, net of cash acquired	0	0	(6,445)
Cash flows from financing activities:
Net repayments on ABL Credit Facility	(1,137)
Net borrowings on European Credit Facilities	4,663	0	0
Net borrowings on ABL Credit Facility		18,270	8,280
Deferred financing fees	(88)	(175)	(34)
Distribution from affiliate	0	0	0
Net cash provided by (used in) financing activities	3,438	18,095	8,246
Effect of exchange rate changes on cash	(123)	(431)	(4,270)
Net decrease in cash and cash equivalents	(6,903)	(1,047)	(4,303)
Cash and cash equivalents at beginning of year	8,977	10,024	14,327
Cash and cash equivalents at end of year	2,074	8,977	10,024
Parent
Condensed Financial Statements, Captions [Line Items]
Net cash (used in) provided by operating activities	0	0	0
Cash flows from investing activities:
Proceeds from sale of assets	0	0	0
Capital expenditures	0	0	0
Distribution from affiliate	0	0	0
Net cash used in investing activities	0	0	0
Payments to acquire businesses, net of cash acquired			0
Cash flows from financing activities:
Net repayments on ABL Credit Facility	0
Net borrowings on European Credit Facilities	0
Net borrowings on ABL Credit Facility		0	0
Deferred financing fees	0	0	0
Distribution from affiliate	0	0	0
Net cash provided by (used in) financing activities	0	0	0
Effect of exchange rate changes on cash	0	0	0
Net decrease in cash and cash equivalents	0	0	0
Cash and cash equivalents at beginning of year	0	0	0
Cash and cash equivalents at end of year	0	0	0
Subsidiary Issuer
Condensed Financial Statements, Captions [Line Items]
Net cash (used in) provided by operating activities	1,080	(7,396)	(539)
Cash flows from investing activities:
Proceeds from sale of assets	776	324	1,317
Capital expenditures	(4,516)	(5,829)	(4,158)
Distribution from affiliate	2,189	0	0
Net cash used in investing activities	(1,551)	(5,505)	(9,286)
Payments to acquire businesses, net of cash acquired			(6,445)
Cash flows from financing activities:
Net repayments on ABL Credit Facility	(1,137)
Net borrowings on European Credit Facilities	0
Net borrowings on ABL Credit Facility		18,270	8,280
Deferred financing fees	(88)	(175)	(8)
Distribution from affiliate	0	(5,068)	2,165
Net cash provided by (used in) financing activities	(1,225)	13,027	10,437
Effect of exchange rate changes on cash	0	0	0
Net decrease in cash and cash equivalents	(1,696)	126	612
Cash and cash equivalents at beginning of year	1,700	1,574	962
Cash and cash equivalents at end of year	4	1,700	1,574
Non-Guarantor
Condensed Financial Statements, Captions [Line Items]
Net cash (used in) provided by operating activities	(4,750)	(2,919)	4,524
Cash flows from investing activities:
Proceeds from sale of assets	9	2,022	4
Capital expenditures	(2,817)	(4,913)	(2,982)
Distribution from affiliate	0	5,068	(2,165)
Net cash used in investing activities	(2,808)	2,177	(5,143)
Payments to acquire businesses, net of cash acquired			0
Cash flows from financing activities:
Net repayments on ABL Credit Facility	0
Net borrowings on European Credit Facilities	4,663
Net borrowings on ABL Credit Facility		0	0
Deferred financing fees	0	0	(26)
Distribution from affiliate	(2,189)	0	0
Net cash provided by (used in) financing activities	2,474	0	(26)
Effect of exchange rate changes on cash	(123)	(431)	(4,270)
Net decrease in cash and cash equivalents	(5,207)	(1,173)	(4,915)
Cash and cash equivalents at beginning of year	7,277	8,450	13,365
Cash and cash equivalents at end of year	2,070	7,277	8,450
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net cash (used in) provided by operating activities	0	0	0
Cash flows from investing activities:
Proceeds from sale of assets	0	0	0
Capital expenditures	0	0	0
Distribution from affiliate	(2,189)	(5,068)	2,165
Net cash used in investing activities	(2,189)	(5,068)	2,165
Payments to acquire businesses, net of cash acquired			0
Cash flows from financing activities:
Net repayments on ABL Credit Facility	0
Net borrowings on European Credit Facilities	0
Net borrowings on ABL Credit Facility		0	0
Deferred financing fees	0	0	0
Distribution from affiliate	2,189	5,068	(2,165)
Net cash provided by (used in) financing activities	2,189	5,068	(2,165)
Effect of exchange rate changes on cash	0	0	0
Net decrease in cash and cash equivalents	0	0	0
Cash and cash equivalents at beginning of year	0	0	0
Cash and cash equivalents at end of year	$ 0	$ 0	$ 0

XML

Supplemental Guarantor Condensed Financial Information - Consolidated Statements of Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 26, 2014	Jun. 27, 2014	Mar. 28, 2014	Dec. 31, 2013	Sep. 27, 2013	Jun. 28, 2013	Mar. 29, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Financial Statements, Captions [Line Items]
Net sales	$ 211,909	$ 239,942	$ 232,990	$ 169,904	$ 196,431	$ 227,835	$ 229,861	$ 172,545	$ 854,745	$ 826,672	$ 837,140
Cost of goods sold (excluding depreciation and amortization)	183,540	202,160	193,077	146,971	171,539	188,792	190,461	149,170	725,748	699,962	701,045
Selling and general (excluding depreciation and amortization)									71,620	75,428	83,492
Depreciation and amortization	7,833	8,142	8,251	8,202	9,542	8,514	8,450	8,593	32,428	35,099	34,784
Other operating charges									6,359	9,165	6,425
Multiemployer pension withdrawal									0	0	39
Income (loss) from operations	2,293	11,176	10,131	(5,010)	(4,121)	8,687	9,884	(7,432)	18,590	7,018	11,355
Equity in earnings of subsidiaries									0	0	0
Interest expense									(55,518)	(54,078)	(54,858)
Intercompany interest income (expense)									0	0	0
Other (loss) income, net									(23,153)	7,404	5,012
Loss before income taxes	(20,428)	(16,775)	(4,299)	(18,579)	(13,599)	3,177	(1,859)	(27,375)	(60,081)	(39,656)	(38,491)
Provision (benefit) for income taxes									(802)	(14,761)	(1,723)
Net loss	(20,485)	(16,406)	(3,116)	(19,272)	(11,482)	16,259	(1,556)	(28,116)	(59,279)	(24,895)	(36,768)
Parent
Condensed Financial Statements, Captions [Line Items]
Net sales									0	0	0
Cost of goods sold (excluding depreciation and amortization)									0	0	0
Selling and general (excluding depreciation and amortization)									424	668	318
Depreciation and amortization									0	0	0
Other operating charges									0	0	0
Multiemployer pension withdrawal											0
Income (loss) from operations									(424)	(668)	(318)
Equity in earnings of subsidiaries									(58,855)	(24,227)	(36,450)
Interest expense									0	0	0
Intercompany interest income (expense)									0	0	0
Other (loss) income, net									0	0	0
Loss before income taxes									(59,279)	(24,895)	(36,768)
Provision (benefit) for income taxes									0	0	0
Net loss									(59,279)	(24,895)	(36,768)
Subsidiary Issuer
Condensed Financial Statements, Captions [Line Items]
Net sales									590,742	561,277	565,237
Cost of goods sold (excluding depreciation and amortization)									508,022	479,813	474,058
Selling and general (excluding depreciation and amortization)									48,358	49,670	55,752
Depreciation and amortization									21,539	23,349	22,403
Other operating charges									4,432	3,196	2,336
Multiemployer pension withdrawal											39
Income (loss) from operations									8,391	5,249	10,649
Equity in earnings of subsidiaries									(5,328)	(14,391)	(13,618)
Interest expense									(54,078)	(52,888)	(53,859)
Intercompany interest income (expense)									18,033	17,678	17,353
Other (loss) income, net									(25,129)	8,191	4,960
Loss before income taxes									(58,111)	(36,161)	(34,515)
Provision (benefit) for income taxes									744	(11,934)	1,935
Net loss									(58,855)	(24,227)	(36,450)
Non-Guarantor
Condensed Financial Statements, Captions [Line Items]
Net sales									271,527	272,942	281,912
Cost of goods sold (excluding depreciation and amortization)									225,250	227,696	236,996
Selling and general (excluding depreciation and amortization)									22,838	25,090	27,422
Depreciation and amortization									10,889	11,750	12,381
Other operating charges									1,927	5,969	4,089
Multiemployer pension withdrawal											0
Income (loss) from operations									10,623	2,437	1,024
Equity in earnings of subsidiaries									0	0	0
Interest expense									(1,440)	(1,190)	(999)
Intercompany interest income (expense)									(18,033)	(17,678)	(17,353)
Other (loss) income, net									1,976	(787)	52
Loss before income taxes									(6,874)	(17,218)	(17,276)
Provision (benefit) for income taxes									(1,546)	(2,827)	(3,658)
Net loss									(5,328)	(14,391)	(13,618)
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net sales									(7,524)	(7,547)	(10,009)
Cost of goods sold (excluding depreciation and amortization)									(7,524)	(7,547)	(10,009)
Selling and general (excluding depreciation and amortization)									0	0	0
Depreciation and amortization									0	0	0
Other operating charges									0	0	0
Multiemployer pension withdrawal											0
Income (loss) from operations									0	0	0
Equity in earnings of subsidiaries									64,183	38,618	50,068
Interest expense									0	0	0
Intercompany interest income (expense)									0	0	0
Other (loss) income, net									0	0	0
Loss before income taxes									64,183	38,618	50,068
Provision (benefit) for income taxes									0	0	0
Net loss									$ 64,183	$ 38,618	$ 50,068

XML

Document Entity Information (USD $)	12 Months Ended
	Dec. 31, 2014	Mar. 25, 2015	Jun. 27, 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-K
Document Period End Date	Dec. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		195,827
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	Yes
Entity Current Reporting Status	Yes
Entity Public Float			$ 0

XML

Accumulated Other Comprehensive Income

12 Months Ended

Dec. 31, 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 year ended December 31, 2014 were as follows:

	Foreign Currency Translation Adjustments		Defined Benefit Pension Plan Adjustments			Total
Balance, beginning of period	$	19,281	$	(8,360	)	$	10,921
Other comprehensive (loss) income before reclassifications	276		(6,104		)	(5,828		)
Amounts reclassified from accumulated other comprehensive income (loss)	—		72			72
Net other comprehensive (loss) income	276		(6,032		)	(5,756		)
Balance, end of period	$	19,557	$	(14,392	)	$	5,165

Amounts reclassified from the defined benefit pension plan adjustments component of accumulated other comprehensive (loss) income 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. The accumulated tax effect related to the defined benefit pension plan adjustments component of accumulated other comprehensive (loss) income was a provision of $0.3 million and $0.3 million as of December 31, 2014 and December 31, 2013. There are no tax impacts related to the foreign currency translation adjustment component of accumulated other comprehensive (loss) income as the earnings of subsidiaries are considered to be permanently invested.

XML

Commitments and Contingencies (Details) (USD $)	0 Months Ended	12 Months Ended
	Sep. 25, 1996 sites	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2015		$ 10,760,000
2016		8,334,000
2017		7,134,000
2018		4,473,000
2019		2,389,000
Thereafter		6,117,000
Operating leases, future minimum payments due		39,207,000
Operating leases, rent expense		12,000,000	11,800,000	11,600,000
Long-term purchase commitment, amount		7,400,000
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 year		5,326,000	5,098,000	5,050,000
Payments made or service provided		(3,190,000)	(3,480,000)	(2,849,000)
Warranty expense		1,996,000	3,639,000	2,948,000
Foreign currency translation		(162,000)	69,000	(51,000)
Balance, end of year		$ 3,970,000	$ 5,326,000	$ 5,098,000
Minimum
Guarantor Obligations [Line Items]
Warranty period		1 year

XML

Supplemental Guarantor Condensed Financial Information - Consolidated Balance Sheets (Details) (USD $)	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012		Dec. 30, 2011	Dec. 31, 2010	Mar. 18, 2011
Condensed Financial Statements, Captions [Line Items]
Subsidiary ownership percentage	100.00%
ASSETS
Cash and cash equivalents	$ 2,074,000		$ 8,977,000		$ 10,024,000		$ 14,327,000	$ 14,327,000
Accounts receivable, net of allowance for doubtful accounts	80,329,000		73,996,000
Inventories, net	106,385,000		89,760,000
Income taxes receivable	1,734,000		982,000
Deferred income taxes	426,000		580,000
Other current assets	7,009,000		7,008,000
Total current assets	197,957,000		181,303,000
Property, plant and equipment, net	111,164,000		130,114,000
Amounts due from affiliates	0		0
Goodwill	190,158,000		204,053,000		199,375,000
Customer relationships, net	26,315,000		40,631,000
Other intangible assets, net	6,495,000		7,073,000
Investments in consolidated subsidiaries	0		0
Deferred income taxes	0		87,000
Other assets	4,687,000		8,712,000
Total assets	536,776,000	[1]	571,973,000	[1]	594,422,000	[1]
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Accounts payable	78,846,000		57,262,000
Accrued expenses	25,509,000		26,366,000
Accrued interest payable	12,912,000		9,020,000
Deferred income taxes	895,000		605,000
Current portion of long-term debt	4,663,000		0
Total current liabilities	122,825,000		93,253,000
Long-term debt	534,852,000		535,396,000
Amounts due to affiliates	0		0
Deferred income taxes	15,894,000		18,980,000
Other liabilities	36,311,000		32,907,000
Total liabilities	709,882,000		680,536,000
Shareholders’ (deficit) equity:
Common stock	196,000		195,000
Additional paid-in capital	724,562,000		724,071,000
Accumulated loss	(903,029,000)		(843,750,000)
Accumulated other comprehensive income	5,165,000		10,921,000
Total shareholders' (deficit) equity	(173,106,000)		(108,563,000)
Total liabilities and shareholders’ (deficit) equity	536,776,000		571,973,000
Parent
ASSETS
Cash and cash equivalents	0		0		0		0
Accounts receivable, net of 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	(167,335,000)		(103,217,000)
Deferred income taxes			0
Other assets	0		0
Total assets	(167,335,000)		(103,217,000)
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Accounts payable	0		0
Accrued expenses	0		14,000
Accrued interest payable	0		0
Deferred income taxes	0		0
Current portion of long-term debt	0
Total current liabilities	0		14,000
Long-term debt	0		0
Amounts due to affiliates	5,771,000		5,332,000
Deferred income taxes	0		0
Other liabilities	0		0
Total liabilities	5,771,000		5,346,000
Shareholders’ (deficit) equity:
Common stock	196,000		195,000
Additional paid-in capital	724,562,000		724,071,000
Accumulated loss	(903,029,000)		(843,750,000)
Accumulated other comprehensive income	5,165,000		10,921,000
Total shareholders' (deficit) equity	(173,106,000)		(108,563,000)
Total liabilities and shareholders’ (deficit) equity	(167,335,000)		(103,217,000)
Issuer
ASSETS
Cash and cash equivalents	4,000		1,700,000		1,574,000		962,000
Accounts receivable, net of allowance for doubtful accounts	39,607,000		35,012,000
Inventories, net	75,512,000		62,270,000
Income taxes receivable	235,000		341,000
Deferred income taxes	381,000		559,000
Other current assets	5,425,000		5,462,000
Total current assets	121,164,000		105,344,000
Property, plant and equipment, net	53,042,000		62,185,000
Amounts due from affiliates	202,008,000		229,101,000
Goodwill	81,359,000		81,359,000
Customer relationships, net	16,826,000		24,626,000
Other intangible assets, net	6,495,000		7,073,000
Investments in consolidated subsidiaries	(5,318,000)		2,407,000
Deferred income taxes			0
Other assets	2,883,000		4,185,000
Total assets	478,459,000		516,280,000
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Accounts payable	49,869,000		30,312,000
Accrued expenses	16,284,000		16,133,000
Accrued interest payable	12,837,000		8,973,000
Deferred income taxes	0		0
Current portion of long-term debt	0
Total current liabilities	78,990,000		55,418,000
Long-term debt	534,852,000		535,396,000
Amounts due to affiliates	11,982,000		12,086,000
Deferred income taxes	10,468,000		9,561,000
Other liabilities	9,502,000		7,036,000
Total liabilities	645,794,000		619,497,000
Shareholders’ (deficit) equity:
Common stock	0		0
Additional paid-in capital	661,673,000		661,180,000
Accumulated loss	(834,173,000)		(775,318,000)
Accumulated other comprehensive income	5,165,000		10,921,000
Total shareholders' (deficit) equity	(167,335,000)		(103,217,000)
Total liabilities and shareholders’ (deficit) equity	478,459,000		516,280,000
Non-Guarantor
ASSETS
Cash and cash equivalents	2,070,000		7,277,000		8,450,000		13,365,000
Accounts receivable, net of allowance for doubtful accounts	40,722,000		38,984,000
Inventories, net	30,873,000		27,490,000
Income taxes receivable	1,499,000		641,000
Deferred income taxes	45,000		21,000
Other current assets	1,584,000		1,546,000
Total current assets	76,793,000		75,959,000
Property, plant and equipment, net	58,122,000		67,929,000
Amounts due from affiliates	19,277,000		18,828,000
Goodwill	108,799,000		122,694,000
Customer relationships, net	9,489,000		16,005,000
Other intangible assets, net	0		0
Investments in consolidated subsidiaries	0		0
Deferred income taxes			87,000
Other assets	1,804,000		4,527,000
Total assets	274,284,000		306,029,000
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Accounts payable	28,977,000		26,950,000
Accrued expenses	9,225,000		10,219,000
Accrued interest payable	75,000		47,000
Deferred income taxes	895,000		605,000
Current portion of long-term debt	4,663,000
Total current liabilities	43,835,000		37,821,000
Long-term debt	0		0
Amounts due to affiliates	203,532,000		230,511,000
Deferred income taxes	5,426,000		9,419,000
Other liabilities	26,809,000		25,871,000
Total liabilities	279,602,000		303,622,000
Shareholders’ (deficit) equity:
Common stock	21,000		21,000
Additional paid-in capital	199,453,000		199,452,000
Accumulated loss	(215,570,000)		(210,242,000)
Accumulated other comprehensive income	10,778,000		13,176,000
Total shareholders' (deficit) equity	(5,318,000)		2,407,000
Total liabilities and shareholders’ (deficit) equity	274,284,000		306,029,000
Eliminations
ASSETS
Cash and cash equivalents	0		0		0		0
Accounts receivable, net of 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
Amounts due from affiliates	(221,285,000)		(247,929,000)
Goodwill	0		0
Customer relationships, net	0		0
Other intangible assets, net	0		0
Investments in consolidated subsidiaries	172,653,000		100,810,000
Deferred income taxes			0
Other assets	0		0
Total assets	(48,632,000)		(147,119,000)
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Accounts payable	0		0
Accrued expenses	0		0
Accrued interest payable	0		0
Deferred income taxes	0		0
Current portion of long-term debt	0
Total current liabilities	0		0
Long-term debt	0		0
Amounts due to affiliates	(221,285,000)		(247,929,000)
Deferred income taxes	0		0
Other liabilities	0		0
Total liabilities	(221,285,000)		(247,929,000)
Shareholders’ (deficit) equity:
Common stock	(21,000)		(21,000)
Additional paid-in capital	(861,126,000)		(860,632,000)
Accumulated loss	1,049,743,000		985,560,000
Accumulated other comprehensive income	(15,943,000)		(24,097,000)
Total shareholders' (deficit) equity	172,653,000		100,810,000
Total liabilities and shareholders’ (deficit) equity	(48,632,000)		(147,119,000)
Senior notes | Senior Secured Notes
Condensed Financial Statements, Captions [Line Items]
Debt instrument, face amount	$ 375,000,000		$ 375,000,000						$ 375,000,000
Debt instrument, interest rate, stated percentage									9.50%

[1] Segment assets include cash, accounts receivable, inventories, other current assets, property, plant and equipment, goodwill, intangibles, and other long term assets. Other non-allocated assets include all corporate assets, as well as deferred taxes and income taxes receivable.

XML

Consolidated Statements of Operations (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 26, 2014	Jun. 27, 2014	Mar. 28, 2014	Dec. 31, 2013	Sep. 27, 2013	Jun. 28, 2013	Mar. 29, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Net sales	$ 211,909	$ 239,942	$ 232,990	$ 169,904	$ 196,431	$ 227,835	$ 229,861	$ 172,545	$ 854,745	$ 826,672	$ 837,140
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	183,540	202,160	193,077	146,971	171,539	188,792	190,461	149,170	725,748	699,962	701,045
Selling and general (excluding depreciation and amortization)									71,620	75,428	83,492
Depreciation and amortization	7,833	8,142	8,251	8,202	9,542	8,514	8,450	8,593	32,428	35,099	34,784
Other operating charges									6,359	9,165	6,425
Multiemployer pension withdrawal									0	0	39
Income from operations	2,293	11,176	10,131	(5,010)	(4,121)	8,687	9,884	(7,432)	18,590	7,018	11,355
Interest expense									(55,518)	(54,078)	(54,858)
Other (loss) income, net									(23,153)	7,404	5,012
Loss before income taxes	(20,428)	(16,775)	(4,299)	(18,579)	(13,599)	3,177	(1,859)	(27,375)	(60,081)	(39,656)	(38,491)
Provision (benefit) for income taxes									(802)	(14,761)	(1,723)
Net loss	$ (20,485)	$ (16,406)	$ (3,116)	$ (19,272)	$ (11,482)	$ 16,259	$ (1,556)	$ (28,116)	$ (59,279)	$ (24,895)	$ (36,768)

XML

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill

Changes in the carrying amount of goodwill for the years ended December 31, 2014 and December 31, 2013 are as follows:

	U.S. Residential Products		U.S. Commercial Products		European Roll Coated Aluminum			European Engineered Products			Consolidated
Balance at December 31, 2012	$	72,243	$	9,067	$	105,165		$	12,900		$	199,375
Acquisition of Cleveland Tubing, Inc.	48		—		—			—			48
Foreign currency translation	—		—		4,384			246			4,630
Balance at December 31, 2013	72,291		9,067		109,549			13,146			204,053
Foreign currency translation	—		—		(13,119		)	(776		)	(13,895		)
Balance at December 31, 2014	$	72,291	$	9,067	$	96,430		$	12,370		$	190,158

Accumulated impairment losses as of December 31, 2014 were $150.6 million for U.S. Residential Products, $58.7 million for U.S. Commercial Products, $53.0 million for European Roll Coated Aluminum Products and $9.6 million for European Engineered Products. Accumulated impairment losses as of December 31, 2013 were $150.9 million for U.S. Residential Products, $58.7 million for U.S. Commercial Products, $60.2 million for European Roll Coated Aluminum and $10.2 million for European Engineered Products. Changes in accumulated impairment losses resulted from foreign currency translation adjustments related to goodwill in the Company's foreign reporting units.

Annual Impairment Test

Goodwill is tested for impairment annually on the first day of the fourth quarter or more frequently if events or circumstances indicate the potential for impairment. For impairment testing purposes, five reporting units have been identified at the operating segment level, primarily based upon the nature of discrete businesses comprising the Company's operations. As of December 31, 2014, goodwill has been allocated to four of the identified reporting units.

The impairment test for goodwill is a two-step process. If the carrying value of the reporting unit exceeds its fair value, the goodwill is potentially impaired and the implied fair value of goodwill must be determined by estimating the fair value of the reporting units and allocating such value to the tangible and identifiable intangible assets of each reporting unit. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized equal to the excess of the carrying amount of goodwill over its implied fair value. The Company determines the fair value of each reporting unit based on an income approach, using a discounted cash flow analysis, and a market valuation approach, using market multiples of publicly traded guideline companies. The discounted cash flow analysis requires various judgmental assumptions about future cash flows, growth rates, and the weighted average cost of capital.

Various assumptions, including assumptions regarding future cash flows, market multiples, growth rates and discount rates, are made in the assessment of goodwill for impairment. The assumptions about future cash flows and growth rates are based on the current business plans of the reporting unit. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the reporting unit. These assumptions and estimates are complex and often subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in the Company's business strategy and internal forecasts.

No impairment charges were recorded based upon impairment testing performed in 2014, 2013 or 2012.

Intangible Assets

Intangible assets consisted of the following:

	As of December 31, 2014							As of December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets subject to amortization:
Customer relationships	$	205,760	$	(179,445	)	$	26,315	$	215,922	$	(175,291	)	$	40,631
Patents	5,994		(5,599		)	395		5,993		(5,020		)	973
	211,754		(185,044		)	26,710		221,915		(180,311		)	41,604
Intangible assets not subject to amortization:
Trade names	6,100		—			6,100		6,100		—			6,100
Total intangible assets	$	217,854	$	(185,044	)	$	32,810	$	228,015	$	(180,311	)	$	47,704

The aggregate amortization expense for intangible assets for 2014, 2013, and 2012 was $13.5 million, $15.2 million, and $16.1 million, respectively. The average useful lives of the Company's customer relationships and patents are 12 years and 10 years, respectively. Based on the carrying value of identified intangible assets recorded at December 31, 2014, and assuming no subsequent impairment of the underlying assets, the aggregate annual amortization expense for the next 5 years is expected to be as follows:

	Amortization of Intangible Assets
2015	$	11,919
2016	10,597
2017	4,446
2018	497
2019	192

XML

Property, Plant, and Equipment

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant, and Equipment

Property, plant, and equipment consisted of:

	December 31, 2014			December 31, 2013
Land and improvements	$	21,180		$	22,868
Buildings	54,557			57,555
Machinery and equipment	190,271			192,779
Construction in progress	4,949			3,948
Property, plant, and equipment, gross	270,957			277,150
Less accumulated depreciation	(159,793		)	(147,036		)
Property, plant, and equipment, net	$	111,164		$	130,114

Depreciation expense (including software amortization expenses disclosed below) for 2014, 2013, and 2012 was $19.1 million, $19.9 million, and $18.6 million, respectively.

As of December 31, 2014 and December 31, 2013, unamortized computer software costs totaling $5.2 million and $6.7 million, respectively, were recorded in property, plant and equipment. Amortization of capitalized computer software costs for 2014, 2013, and 2012 was $3.7 million, $4.3 million, and $3.5 million, respectively.

XML

Segment Information

12 Months Ended

Dec. 31, 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. Beginning in 2014, the Company has included net sales and the related cost of goods sold for certain commercial panels sold to customers in Residential markets within the U.S. Commercial Products Segment results. Previously, these products were included in the U.S. Residential Products Segment. The Company's 2013 and 2012 results have been adjusted to reflect this change in reportable segments.

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 to 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 accounting policies for segments are the same as those described in Note 1. 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 holding company and business development 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 years ended December 31, 2014, December 31, 2013 and December 31, 2012.

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
2014
Net sales:
Third party	$	279,954	$	317,270		$	192,494	$	65,027		$	—		$	—		$	854,745
Intersegment	845		126			586		—			—			(1,557		)	—
Total net sales	$	280,799	$	317,396		$	193,080	$	65,027		$	—		$	(1,557	)	$	854,745
Income (loss) from operations	$	20,656	$	(1,346	)	$	12,555	$	(768	)	$	(12,507	)	$	—		$	18,590
Depreciation and amortization	$	10,925	$	10,075		$	9,162	$	1,564		$	702		$	—		$	32,428
Capital expenditures	$	1,316	$	1,464		$	1,565	$	1,170		$	1,818		$	—		$	7,333
Total assets (1)	$	159,436	$	114,321		$	200,519	$	48,904		$	13,596		$	—		$	536,776

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
2013
Net sales:
Third party	$	266,483	$	301,976		$	193,504	$	64,709		$	—		$	—		$	826,672
Intersegment	726		435			217		—			—			(1,378		)	—
Total net sales	$	267,209	$	302,411		$	193,721	$	64,709		$	—		$	(1,378	)	$	826,672
Income (loss) from operations	$	16,763	$	(3,242	)	$	11,004	$	(6,849	)	$	(10,658	)	$	—		$	7,018
Depreciation and amortization	$	11,820	$	11,333		$	9,509	$	1,846		$	591		$	—		$	35,099
Capital expenditures	$	2,787	$	2,016		$	3,224	$	1,612		$	1,103		$	—		$	10,742
Total assets (1)	$	163,773	$	107,053		$	228,514	$	52,331		$	20,302		$	—		$	571,973

	U.S. Residential Products		U.S. Commercial Products		European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
2012
Net sales:
Third party	$	258,937	$	314,466	$	196,087	$	67,650		$	—		$	—		$	837,140
Intersegment	951		519		519		—			—			(1,989		)	—
Total net sales	$	259,888	$	314,985	$	196,606	$	67,650		$	—		$	(1,989	)	$	837,140
Income (loss) from operations	$	19,319	$	1,771	$	9,208	$	(6,586	)	$	(12,357	)	$	—		$	11,355
Depreciation and amortization	$	11,674	$	10,774	$	9,455	$	2,480		$	401		$	—		$	34,784
Capital expenditures	$	1,495	$	1,255	$	2,275	$	627		$	1,488		$	—		$	7,140
Total assets (1)	$	173,719	$	115,525	$	221,950	$	55,898		$	27,330		$	—		$	594,422

(1) Segment assets include cash, accounts receivable, inventories, other current assets, property, plant and equipment, goodwill, intangibles, and other long term assets. Other non-allocated assets include all corporate assets, as well as deferred taxes and income taxes receivable.

The following table reflects revenues from external customers by markets for the periods indicated. Revenues from external customers by groups of similar products have not been provided as it is impracticable to do so.

		Year Ended
Customer/Markets	Primary Products	December 31, 2014		December 31, 2013		December 31, 2012
Original Equipment Manufacturers (OEMs)	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; windows and roofing; and composite building panels	$	207,527	$	199,213	$	202,556
Home Improvement Retailers	Rain carrying systems, roofing accessories, windows, doors and shower enclosures	175,888		182,666		181,363
Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories	146,277		148,708		148,231
Rural Contractors	Steel and aluminum roofing and siding	142,544		135,296		144,398
Distributors	Metal coils, rain carrying systems and roofing accessories	98,761		88,300		91,505
Home Improvement Contractors	Vinyl replacement windows; metal coils; rain carrying systems; metal roofing and insulated roofing panels; patio and entrance doors; and awnings	49,771		40,645		35,674
Manufactured Housing	Steel siding and trim components	33,977		31,844		33,413
		$	854,745	$	826,672	$	837,140

The following tables reflect net sales and long-lived asset information by geographic areas for the periods indicated:

	Net Sales
	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
United States	$	588,593	$	559,135	$	564,254
The Netherlands	149,473		155,032		154,153
United Kingdom	75,529		69,433		72,699
France	32,520		33,748		36,886
Canada	8,630		9,324		9,148
	$	854,745	$	826,672	$	837,140

	Long-Lived Assets
	December 31, 2014		December 31, 2013
United States	$	53,042	$	62,186
The Netherlands	30,554		37,367
United Kingdom	14,660		15,523
France	11,178		13,133
Canada	1,730		1,905
	$	111,164	$	130,114

Non-U.S. revenue is classified based on the country in which the legal subsidiary is domiciled. The Company's largest customer accounted for 12.4% of 2014, 13.5% of 2013 and 13.3% of 2012 net sales. Sales from this customer are included in the U.S. Residential Products and U.S. Commercial Products segments. As of December 31, 2014, this customer had an outstanding trade receivable balance of $5.9 million. No other customer represented greater than 6% of the Company's revenues in 2014, 2013, or 2012.

XML

Employee Benefit Plans

12 Months Ended

Dec. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans

Employee Benefit Plans

Retirement Plans

Defined Benefit

The Company maintains a non-contributory defined benefit pension plan covering substantially all U.S. hourly employees (the U.S. Plan) employed as of April 3, 2010. In addition, the employees at Euramax Coated Products Limited and Euramax Solutions (formerly 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.

The following table sets forth the reconciliations of the change in projected benefit obligations and plan assets, the funded status of the Company's defined benefit plans and the amounts recognized in the Company's consolidated balance sheets:

	Year Ended
	December 31, 2014						December 31, 2013
	U.S.			UK			U.S.			UK
Change in benefit obligation:
Projected benefit obligation at beginning of year	$	11,600		$	50,029		$	13,052		$	48,215
Service cost	59			—			64			—
Interest cost	555			2,204			519			2,046
Actuarial loss (gain)	3,021			4,046			(1,648		)	732
Benefits paid	(271		)	(2,100		)	(387		)	(1,933		)
Currency translation adjustment	—			(3,185		)	—			969
Projected benefit obligation at end of year	14,964			50,994			11,600			50,029
Accumulated benefit obligation at end of year	14,964			50,994			11,600			50,029
Change in plan assets:
Fair value of plan assets at beginning of year	9,290			30,151			7,897			29,427
Actual gain (loss) on plan assets	475			1,150			1,744			(200		)
Expected return on assets	—			1,861			—			1,661
Employer contributions	208			825			75			626
Administrative expenses	(60		)	—			(39		)	—
Benefits paid	(271		)	(2,100		)	(387		)	(1,933		)
Currency translation adjustment	—			(1,877		)	—			570
Fair value of plan assets at end of year	9,642			30,010			9,290			30,151
Funded status	$	(5,322	)	$	(20,984	)	$	(2,310	)	$	(19,878	)
Amounts recognized in the consolidated balance sheets:
Other liabilities	$	(5,322	)	$	(20,984	)	$	(2,310	)	$	(19,878	)

Pre-tax amounts in accumulated other comprehensive income not yet recognized as components of net periodic pension cost are as follows:

	December 31, 2014			December 31, 2013
Net actuarial loss	$	(14,069	)	$	(8,115	)
Net amounts recognized in balance sheets	$	(14,069	)	$	(8,115	)

Amounts in accumulated other comprehensive income expected to be recognized as components of net periodic pension costs in 2015 are not significant.

Pre-tax amounts recognized in other comprehensive income consist of the following:

	Year Ended
	December 31, 2014						December 31, 2013					December 31, 2012
	U.S.			UK			U.S.		UK			U.S.			UK
Net actuarial (loss) gain	$	(3,344	)	$	(2,746	)	$	2,730	$	(972	)	$	(743	)	$	1,483
Amortization of actuarial loss	—			72			292		36			252			92
Total recognized in other comprehensive income (loss)	$	(3,344	)	$	(2,674	)	$	3,022	$	(936	)	$	(491	)	$	1,575

The Company expects to contribute zero and $2.2 million to its U.S. and UK plans, respectively, during fiscal 2015.

Weighted average assumptions used in computing the benefit obligations are as follows:

	December 31, 2014				December 31, 2013
	U.S.		UK		U.S.		UK
Weighted-average assumptions
Discount rate	3.92	%	3.65	%	4.90	%	4.50	%

Weighted average assumptions used in computing net periodic pension cost are as follows:

	Year Ended
	December 31, 2014				December 31, 2013				December 31, 2012
	U.S.		UK		U.S.		UK		U.S.		UK
Weighted-average assumptions
Discount rate	4.90	%	4.50	%	4.01	%	4.50	%	4.40	%	4.90	%
Expected long-term rate of return on plan assets	8.00	%	6.17	%	8.00	%	6.01	%	8.00	%	6.47	%

Net periodic pension cost for the plans includes the following components:

	Year Ended
	December 31, 2014						December 31, 2013						December 31, 2012
	U.S.			UK			U.S.			UK			U.S.			UK
Components of net periodic pension cost
Service cost	$	59		$	—		$	64		$	—		$	59		$	—
Interest cost	555			2,204			519			2,046			513			2,371
Expected return on assets	(739		)	(1,861		)	(623		)	(1,661		)	(576		)	(1,680		)
Amortization of actuarial loss	—			76			292			36			252			92
Total Company defined benefit net periodic pension cost (income)	(125		)	419			252			421			248			783
Multi-employer benefit expense	1,197			—			1,158			—			1,303			—
Multi-employer pension withdrawal penalty	—			—			—			—			39			—
Net periodic pension cost	$	1,072		$	419		$	1,410		$	421		$	1,590		$	783

The following table sets forth the actual asset allocation for the plans as of December 31, 2014, December 31, 2013, and December 31, 2012 and the target asset allocation for the plans:

	December 31, 2014				December 31, 2013				December 31, 2012				Target
	U.S.		UK		U.S.		UK		U.S.		UK		U.S.		UK
Equity securities	65	%	—	%	71	%	—	%	66	%	—	%	55	%	—	%
Debt securities	18	%	40	%	18	%	36	%	22	%	36	%	19	%	35	%
Cash and cash equivalents	2	%	1	%	1	%	—	%	1	%	1	%	3	%	—	%
Investment funds	15	%	59	%	10	%	64	%	11	%	63	%	23	%	65	%

To develop the expected long-term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio.

The investment strategy of the plans is to ensure, over the long-term life of the plan, an adequate pool of assets along with contributions by the Company to support the benefit obligations to participants, retirees, and beneficiaries. The Company desires to achieve market returns consistent with a prudent level of diversification. All investments are made solely in the interest of each plan's participants and beneficiaries for the exclusive purposes of providing benefits to such participants and their beneficiaries and defraying the expenses related to administering the plan. The target allocation of all assets is to reflect proper diversification in order to reduce the potential of a single security or single sector of securities having a disproportionate impact on the portfolio. The Company utilizes an outside investment consultant and investment manager to implement its investment strategy. Plan assets are generally invested in liquid funds that are selected to track broad market equity and bond indices. Investment performance of plan assets is reviewed semi-annually and the investment objectives are evaluated over rolling four year time periods.

The following table presents the fair value of the U.S. Plan pension assets classified under the appropriate level of fair value hierarchy as of December 31, 2014 and December 31, 2013:

	December 31, 2014								December 31, 2013
Asset Category	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents(a)	$	241	$	—	$	—	$	241	$	88	$	—	$	—	$	88
Equity securities
U.S Equities (b)	6,281		—		—		6,281		5,245		—		—		5,245
Global Equities (c)	542		—		—		542		1,298		—		—		1,298
Debt securities (d)	1,693		—		—		1,693		1,699		—		—		1,699
Investment funds (e)	885		—		—		885		960		—		—		960
Total U.S. Plan Assets	$	9,642	$	—	$	—	$	9,642	$	9,290	$	—	$	—	$	9,290

(a) Cash and cash equivalents consists of a short term investment in marketable securities valued at cost.

(b) U.S. equities consist of exchange traded funds valued at closing price on the active market which they are traded.

(c) Global equities consist of mutual funds invested in international equities. The value is based on the net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on quoted market prices for underlying equities. The funds have regularly occurring transactions and regularly available pricing.

(d) Debt securities consist of mutual funds invested in fixed income securities. The value is based on the net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on market value of the underlying assets. The funds have regularly occurring transactions and regularly available pricing.

(e) Investment funds consist of balanced equity and debt mutual funds. The value is based on net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on the market value of the underlying assets. The funds have regularly occurring transactions and regularly available pricing.

The following table presents the fair value of the UK Plan pension assets classified under the appropriate level of fair value hierarchy as of December 31, 2014 and December 31, 2013:

	December 31, 2014								December 31, 2013
Asset Category	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents (f)	$	174	$	—	$	—	$	174	$	180	$	—	$	—	$	180
Debt securities (g)	11,898		—		—		11,898		10,805		—		—		10,805
Investment Funds (h)	17,938		—		—		17,938		9,891		9,275		—		19,166
Total UK Plan Assets	$	30,010	$	—	$	—	$	30,010	$	20,876	$	9,275	$	—	$	30,151

(f) Cash and cash equivalents consists of cash held in bank accounts and short term investments valued at cost.

(g) Debt securities consist of a mutual fund invested in corporate bonds. The value is based on the net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on market prices for underlying assets. The fund has regularly occurring transactions and regularly available pricing.

(h) Investment Funds consist of mutual and pooled pension funds. The value is based on the net asset value of the fund divided by the number of shares outstanding. The net asset value is based on market prices for underlying assets. The funds have regularly available pricing. The funds are classified as Level 1 or Level 2 based on the volume of market activity.

Total benefit payments expected to be paid to participants from the plans are as follows:

	Expected Benefit Payments
	U.S.		UK
2015	$	291	$	1,669
2016	330		1,704
2017	368		1,810
2018	425		1,869
2019	475		1,908
2020 - 2024	3,440		11,013

Multi-employer Benefit Plans

The Company makes contributions to two multi-employer defined benefit pension plans based on obligations under collective bargaining agreements covering employees in our Feasterville, Pennsylvania and Ivyland, Pennsylvania locations. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

a) Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

b) If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

c) If the Company chooses to stop participating in one of its multiemployer plans, it may be required to pay the plan an amount based on the underfunded status of the plan, referred to as withdrawal liability.

Withdrawal Activity

In prior years, the Company made payments based on hours worked into a multi-employer pension trust established for the benefit of certain collective bargaining employees in our Romeoville, Illinois location. During the second quarter of 2011, the Company announced plans to move its operations in Romeoville, IL to its existing facility in Nappanee, IN. This move, intended to reduce fixed overhead costs, triggered an early withdrawal from the Central States, Southeast and Southwest Areas Pension Plan benefiting hourly employees at the Romeoville facility. As a result, the Company recorded a $1.2 million charge in its U.S. Residential Products segment for liabilities associated with this withdrawal. The liability represents the present value of future payments for the Company's proportionate share of unfunded vested benefits under the multiemployer plan. The Company received notification of the final assessment from the plan trustee in July 2012. The total withdrawal liability was determined to be $1.2 million and will be settled over a 20 year period.

Plan Contributions

The Company’s participation in these plans for the annual period ended December 31, 2014, is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number (EIN) and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act (PPA) zone status available in 2014 and 2013 is for the plan’s year-end as of December 31, 2013 and December 31, 2012, respectively. The zone status is based on information the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. This last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. The Company's contributions to the Teamsters Pension Trust Fund of Philadelphia and Vicinity have not exceeded 5% of total plan contributions for the fiscal years 2014, 2013 or 2012. The Company's contributions to the Warehouse Employees Local 169 and Employers Joint Pension Fund exceeded 5% in 2014, 2013 and 2012.

		Pension  Protection Act Zone Status			Company Contributions (in thousands)
												Expiration of Collective Bargaining Agreement
Plan Name	EIN/Pension Plan Number	2014	2013	FIP/RP Status Implemented	2014		2013		2012		Surcharge Imposed
Teamsters Pension Trust Fund of Philadelphia and Vicinity (1)	23-1511735/001	Yellow	Yellow	Implemented	$	248	$	220	$	213	No	12/31/2015
Warehouse Employees Local 169 and Employers Joint Pension Fund	23-6230368/001	Red	Red	Implemented	$	949	$	938	$	955	Yes	12/31/2017
Total contributions					$	1,197	$	1,158	$	1,168

(1) The Trustees of the Teamsters Pension Trust Fund of Philadelphia and Vicinity elected to apply the special amortization and special asset valuation provisions provided for under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (PRA 2010) for Plan Years beginning January 1, 2009 and later. The special amortization rule allows that portion of the plan’s experience loss attributable to net investment losses incurred in the year ended December 31, 2008 to be amortized over a 30-year period rather than a 15-year period. The special asset valuation rule allows the recognition of investment losses in the year ended December 31, 2008 to be spread over a 10-year period rather than a 5-year period.

Supplemental Executive Retirement Plan

The Company has a supplemental retirement plan for certain named members of management. At December 31, 2014 and December 31, 2013, the accrued liability for future benefits under the plan was $0.3 million and $0.2 million, respectively. This liability is recorded in other liabilities in the consolidated balance sheets. Benefits expense in 2014, 2013 and 2012 was not significant. Amounts recognized in or reclassified from other comprehensive income (loss) related to the Supplemental Executive Retirement Plan were not significant for 2014, 2013, or 2012.

Defined Contribution

The Company maintains two defined contribution retirement and savings plans for U.S. employees, which allow the employees to contribute a percentage of their pretax and/or after-tax income in accordance with specified guidelines. Historically, the Company matched a certain percentage of employee pre-tax contributions up to certain limits. Further, the plans provide for discretionary contributions by the Company based on years of service and age. The Company's match was suspended on October 1, 2014. The Company's expense in 2014, 2013 and 2012 was $0.4 million, $0.7 million and $0.6 million, respectively.

The Company also contributes to various defined contribution plans for European employees. Total contributions under these plans in 2014, 2013, and 2012 totaled $2.2 million, $2.2 million and $2.2 million, respectively.

Incentive Plans

The Company has an incentive compensation plan that covers key employees. The costs of the plan are computed in accordance with a formula that incorporates EBITDA (as defined in the plan) and return on average net assets. Compensation expense recorded under the plan in 2014, 2013, and 2012 was not significant.

In May 2011, the Company established the Phantom Stock Plan (the "Plan”) to provide a limited number of key employees a long term monetary incentive based on the financial condition and performance of the Company. The Plan allows for a maximum of 5,000 Phantom Shares, of which zero and 1,104 were granted during 2014 and 2013, respectively. Under the Plan, participants are granted Phantom Shares which entitle the participant to receive payments in cash which are determined based on the Company's earnings and outstanding debt as of the measurement date. In December 2012, the measurement date was amended from the original measurement date of December 31, 2013 to December 31, 2015. No other changes or amendments to the plan were made. Payments are to be made in two equal installments as of the last day of the first quarter of 2016 and 2017. Participants must be employed on the date of payout to be eligible for the cash reward. At each reporting date, the Company updates the liability related to this award based on grants, forfeitures, and other inputs, as applicable, which may result in recognition of additional expense or benefit. The Company determined as of December 31, 2013, the liability related to the Plan no longer met the probability threshold required by generally accepted accounting principles for recognition in the financial statements. As a result, previously recorded compensation expense of $2.4 million was reversed within selling, general, and administrative expenses during the fourth quarter of 2013. Total compensation expense related to the Plan recorded in fiscal year 2014 was zero and total compensation expense recorded in 2013 and 2012 were a benefit of $1.6 million and expense $0.3 million, respectively. As of December 31, 2014 and December 31, 2013, there is no associated liability reflected in the consolidated balance sheets. The Company believes payout related to the Plan is not probable.

XML

Segment Information - Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2014		Sep. 26, 2014	Jun. 27, 2014	Mar. 28, 2014	Dec. 31, 2013		Sep. 27, 2013	Jun. 28, 2013	Mar. 29, 2013	Dec. 31, 2014 segments		Dec. 31, 2013		Dec. 31, 2012
Segment Reporting Information [Line Items]
Third party, net sales	$ 211,909		$ 239,942	$ 232,990	$ 169,904	$ 196,431		$ 227,835	$ 229,861	$ 172,545	$ 854,745		$ 826,672		$ 837,140
Income (loss) from operations	2,293		11,176	10,131	(5,010)	(4,121)		8,687	9,884	(7,432)	18,590		7,018		11,355
Depreciation and amortization	7,833		8,142	8,251	8,202	9,542		8,514	8,450	8,593	32,428		35,099		34,784
Capital expenditures											(7,333)		(10,742)		(7,140)
Total assets	536,776	[1]				571,973	[1]				536,776	[1]	571,973	[1]	594,422	[1]
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											280,799		267,209		259,888
Income (loss) from operations											20,656		16,763		19,319
Depreciation and amortization											10,925		11,820		11,674
Capital expenditures											(1,316)		(2,787)		(1,495)
Total assets	159,436	[1]				163,773	[1]				159,436	[1]	163,773	[1]	173,719	[1]
U.S. Commercial Products
Segment Reporting Information [Line Items]
Third party, net sales											317,396		302,411		314,985
Income (loss) from operations											(1,346)		(3,242)		1,771
Depreciation and amortization											10,075		11,333		10,774
Capital expenditures											(1,464)		(2,016)		(1,255)
Total assets	114,321	[1]				107,053	[1]				114,321	[1]	107,053	[1]	115,525	[1]
European Roll Coated Aluminum
Segment Reporting Information [Line Items]
Third party, net sales											193,080		193,721		196,606
Income (loss) from operations											12,555		11,004		9,208
Depreciation and amortization											9,162		9,509		9,455
Capital expenditures											(1,565)		(3,224)		(2,275)
Total assets	200,519	[1]				228,514	[1]				200,519	[1]	228,514	[1]	221,950	[1]
European Engineered Products
Segment Reporting Information [Line Items]
Third party, net sales											65,027		64,709		67,650
Income (loss) from operations											(768)		(6,849)		(6,586)
Depreciation and amortization											1,564		1,846		2,480
Capital expenditures											(1,170)		(1,612)		(627)
Total assets	48,904	[1]				52,331	[1]				48,904	[1]	52,331	[1]	55,898	[1]
Other Non-Allocated
Segment Reporting Information [Line Items]
Third party, net sales											0		0		0
Income (loss) from operations											(12,507)		(10,658)		(12,357)
Depreciation and amortization											702		591		401
Capital expenditures											(1,818)		(1,103)		(1,488)
Total assets	13,596	[1]				20,302	[1]				13,596	[1]	20,302	[1]	27,330	[1]
Eliminations
Segment Reporting Information [Line Items]
Third party, net sales											(1,557)		(1,378)		(1,989)
Income (loss) from operations											0		0		0
Depreciation and amortization											0		0		0
Capital expenditures											0		0		0
Total assets	0	[1]				0	[1]				0	[1]	0	[1]	0	[1]
Operating Segments
Segment Reporting Information [Line Items]
Third party, net sales											854,745		826,672		837,140
Operating Segments | U.S. Residential Products
Segment Reporting Information [Line Items]
Third party, net sales											279,954		266,483		258,937
Operating Segments | U.S. Commercial Products
Segment Reporting Information [Line Items]
Third party, net sales											317,270		301,976		314,466
Operating Segments | European Roll Coated Aluminum
Segment Reporting Information [Line Items]
Third party, net sales											192,494		193,504		196,087
Operating Segments | European Engineered Products
Segment Reporting Information [Line Items]
Third party, net sales											65,027		64,709		67,650
Operating Segments | Other Non-Allocated
Segment Reporting Information [Line Items]
Third party, net sales											0		0		0
Operating Segments | Eliminations
Segment Reporting Information [Line Items]
Third party, net sales											0		0		0
Segment Reconciling Items
Segment Reporting Information [Line Items]
Third party, net sales											0		0		0
Segment Reconciling Items | U.S. Residential Products
Segment Reporting Information [Line Items]
Third party, net sales											845		726		951
Segment Reconciling Items | U.S. Commercial Products
Segment Reporting Information [Line Items]
Third party, net sales											126		435		519
Segment Reconciling Items | European Roll Coated Aluminum
Segment Reporting Information [Line Items]
Third party, net sales											586		217		519
Segment Reconciling Items | European Engineered Products
Segment Reporting Information [Line Items]
Third party, net sales											0		0		0
Segment Reconciling Items | Other Non-Allocated
Segment Reporting Information [Line Items]
Third party, net sales											0		0		0
Segment Reconciling Items | Eliminations
Segment Reporting Information [Line Items]
Third party, net sales											$ (1,557)		$ (1,378)		$ (1,989)

[1] Segment assets include cash, accounts receivable, inventories, other current assets, property, plant and equipment, goodwill, intangibles, and other long term assets. Other non-allocated assets include all corporate assets, as well as deferred taxes and income taxes receivable.

XML

Common Stock

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Common Stock

Common Stock

The Company has authorized 1,200,000 shares consisting of 600,000 shares of Class A voting common stock, par value of one dollar ($1.00) per share, and 600,000 shares of Class B convertible restricted voting common stock, par value of one dollar ($1.00) per share. As of December 31, 2014, the Company had 195,502 issued and outstanding shares of Class A voting common stock with a par value of one dollar ($1.00) per share. Except with respect to voting rights, all shares of Class A voting common stock and Class B convertible restricted voting common stock are identical in all respects and entitle the holder thereof to the same rights, preferences and privileges, and are subject to the same qualifications, limitations and restrictions, all as described in the Company's Certificate of Incorporation. The ABL Credit Facility contains certain restrictions on the payment of cash dividends.

The holders of Class A voting common stock are entitled to one vote per share on all matters voted on by the Company's stockholders, and the holders of Class B convertible restricted voting common stock are generally entitled to one vote per ten (10) shares held on any matters to be voted on by the Company's stockholders, with exceptions as noted in the Company's Certificate of Incorporation. In addition, each share of Class B convertible common stock may be converted at any time into one share of Class A common stock at the option of the holder.

The Company is party to a stockholders agreement with the existing holders of its common stock. The stockholders agreement provides that stockholders holding a majority of the Company's outstanding stock must approve, among other things: (i) the Company's engagement in a public offering, (ii) amendment or restatement of the Company's charter or bylaws, (iii) any increase or decrease in the number of directors on the board and (iv) any actions, approval or agreement with respect to the foregoing provision. The agreement imposes transfer restrictions that control the manner in which the Company's stockholders may transfer their shares. The agreement also provides for preemptive rights. The preemptive rights do not apply in connection with a public offering.

In addition, the Company is party to a registration rights agreement with its existing shareholders. Under the registration rights agreement, a stockholder who holds "registrable securities" may request that the Company register such securities through a demand registration or a piggyback registration. Registrable securities include the common stock delivered to the Company's stockholders and common stock issued to management under our Executive Incentive Plan.

XML

Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Current [Abstract]
Federal	$ (434)	$ (12,095)	$ 346
State	148	179	77
Foreign	1,102	201	72
Total Current	816	(11,715)	495
Deferred [Abstract]
Federal	903	1,744	1,300
State	181	(1,797)	212
Foreign	(2,702)	(2,993)	(3,730)
Total Deferred	(1,618)	(3,046)	(2,218)
Benefit from income taxes	$ (802)	$ (14,761)	$ (1,723)

XML

Long-Term Obligations

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

Long-term debt obligations consisted of the following:

	December 31, 2014		December 31, 2013
Senior Secured Notes (9.5%)	$	375,000	$	375,000
Senior Unsecured Loan Facility (12.25%)	124,233		123,640
ABL Credit Facility	35,619		36,756
Dutch Revolving Credit Facility	3,532		—
French Credit Facility	1,131		—
Total debt	539,515		535,396
Less: current portion	4,663		—
Total long term debt	$	534,852	$	535,396

On March 18, 2011, Euramax International, Inc. (“Euramax International”), a 100% owned subsidiary of Euramax Holdings, Inc. ("Euramax Holdings"), issued $375 million of Senior Secured Notes (the “Notes”) in a private placement exempt from registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). Concurrent with the issuance of the Notes, Euramax International, Euramax Holdings, and certain of its domestic subsidiaries entered into a new senior unsecured loan facility (the “Senior Unsecured Loan Facility”) with an aggregate principal amount of $125 million issued at 98% of par and an Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement (the “ABL Credit Facility”), which provided revolving credit financing of up to $70 million. Direct and incremental debt issuance costs related to the Notes, Senior Unsecured Loan Facility, and ABL Credit Facility, including legal fees, printing costs and bank fees totaled approximately $10.6 million and have been capitalized and reported as deferred financing costs within other assets. These costs are being amortized and recorded in interest expense using the effective interest rate method over the term of the applicable agreement.

The Company has $535.6 million of outstanding debt that will mature in 2016. Additionally, the Company has current borrowings of $4.7 million, which the Company expects to repay during 2015. There are no other maturities of long term debt in the next five years.

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, 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 non-voting capital stock of foreign restricted subsidiaries directly owned by us 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 restrictive covenants also prohibit 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.

In connection with the sale of the Notes, Euramax International, the guarantors, and the initial purchasers entered into a registration rights agreement. Pursuant to the registration rights agreement, Euramax International and the guarantors agreed to file a registration statement with the Securities and Exchange Commission with respect to publicly registered Notes having identical terms to the outstanding Notes. The Securities and Exchange Commission declared the Company's registration statement with respect to the Notes effective on December 22, 2011. On December 23, 2011, the Company launched a registered tender offer in which the holders of the outstanding Notes were given the opportunity to exchange their Notes for the exchange notes. The exchange offer was completed on January 26, 2012 with 100% of the $375 million9.50% Notes due 2016 tendered in the exchange offer.

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 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 ($0.8 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 December 31, 2014 was 12.25%, as the Company 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 and matures on March 1, 2018. However, if the Administrative Agent has not received on or before December 31, 2015, evidence satisfactory to such agent that the scheduled maturity dates of the indebtedness arising under the Indenture and the Senior Unsecured Loan Facility, in each case, have been extended to a date that is at least 90 days after March 1, 2018, then the maturity date for the ABL Credit facility will accelerate to January 31, 2016. In March 2014, Wells Fargo Capital Finance, LLC ceased to be Co-Collateral Agent and a Lender under the ABL Credit Facility. As of December 31, 2014, $34.4 million was available to be drawn on the ABL 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 the Company has made under the ABL Credit Facility. As of December 31, 2014, the applicable margins were 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 applicable margins were subject to Euramax International's corporate credit rating as determined from time to time by Standard and Poor's and Moody's Investors Service and ranged from 2.00% to 2.75% for LIBOR borrowings and 1.00% to 1.75% for Base Rate borrowings. The weighted average interest rate, including the applicable margin payable on outstanding borrowings under the ABL Credit Facility, at December 31, 2014 was 2.41%. 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 (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 December 31, 2014, excess availability exceeded 12.5% of the borrowing base; therefore, Euramax International was not required to meet the 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, B.V., 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 December 31, 2014, including the margin payable on outstanding borrowings under the Dutch Revolving Credit Facility, was 2.26%. All obligations under the Dutch Revolving Credit Facility are secured by a mortgage on the real estate of Euramax Coated Products, B.V., a pledge on present and future machinery and present and future accounts receivable balances of Euramax Coated Products, B.V. At December 31, 2014, $14.6 million (EUR 12.1 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, B.V., both measured at the Company's fiscal year end. The Dutch Revolving Credit Facility also contains a clause limiting further indebtedness. As of December 31, 2014, Euramax Coated Products, B.V. is in compliance with all covenants.

XML

Fair Value Measurements

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Disclosures

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.

In 2014, the Company 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 , therefore, the gains and losses on these contracts are recorded in other (loss) income, net in the consolidated statement of operations. In fiscal years 2014, 2013, and 2012, the Company recognized a gain of $1.1 million, a loss of $0.4 million, and a loss of $0.3 million, respectively, related to these forward contracts.

As of December 31, 2014 and December 31, 2013, derivatives totaling approximately $0.5 million and $(0.2) million are carried at fair value in the consolidated balance sheets in the line item other current assets and accrued expenses, respectively. The Company has determined that the fair value of the foreign exchange contracts are level 2 measurements in the fair value hierarchy. To measure the fair value of the foreign exchange contracts, the Company obtained quotations from financial institutions. The total notional value of derivatives related to foreign exchange contracts of this type as of December 31, 2014 and December 31, 2013, totaled approximately $9.0 million and $9.4 million, respectively.

The following table summarizes the effect of the Company's derivative instruments on the consolidated statements of operations for the years ended December 31, 2014, December 31, 2013, and December 31, 2012:

		Amount of Pretax (Loss) Income Recognized in Earnings
		Year Ended
	Location of (Loss) Income	December 31, 2014		December 31, 2013			December 31, 2012
Derivatives not designated as hedging instruments
Foreign exchange contracts	Other (loss) income	$	1,128	$	(364	)	$	(289	)

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.

In 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, represent the difference between the carrying value prior to the reclassification and the fair value. The fair value of assets held for sale 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.

In the fourth quarter of 2013, the Company recorded a loss of approximately $1.1 million in other operating charges related to the impairment of an in-process Enterprise Resource Planning (ERP) implementation at the European Engineered Products segment. The Company determined that previously capitalized software costs associated with the implementation should be impaired due to the decision to discontinue implementation of the related ERP. The project was previously included in the construction in progress balance within property, plant, and equipment, net, in the consolidated balance sheet and was completely impaired as of December 31, 2013.

The Company did not record any impairment charges related to assets measured at fair value on a nonrecurring basis during the years ended December 31, 2014 or December 31, 2012.

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 December 31, 2014, the carrying amount and fair value of our Notes were $375.0 million and $346.9 million, respectively. As of December 31, 2013, the carrying amount and fair value of our Notes were $375.0 million and $375.0 million, respectively.

The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The fair value of these financial instruments approximates their carrying value at December 31, 2014 and December 31, 2013. The Company places its cash and cash equivalents with high credit quality institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation insurance limit; however, the Company believes that its credit risk exposure is not significant due to the high credit quality of the institutions. The Company routinely assesses the financial strength of its customers, monitors past due balances based on contractual terms, and generally does not require collateral. The Company has a concentration of credit risk with customers in the U.S. home improvement retail, U.S. and European RV, U.S. and European commercial construction and U.S. home improvement contractor industries.

XML

Stock Compensation

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Compensation

Stock Compensation

Employees of the Company have participated in various stock-based compensation plans. Restricted stock awards and restricted stock units have been granted under the plans. Participation in these plans is reflected as compensation to the Company's employees and is included in selling and general expenses in the consolidated statement of operations. Compensation is recorded based upon the estimated fair value of the award on the date of grant and is recognized on a straight-line basis over the period that the award vests.

Restricted Stock Awards and Restricted Stock Units

Effective September 24, 2009, the Company adopted the Euramax Holdings, Inc. Executive Incentive Plan (the "Plan"). Under the Plan, the Company reserved 21,737 restricted shares of Class A Common Stock for issuance to selected officers, directors and other key employees. To the extent that shares issued under the plan are forfeited or the award terminates, such shares may be reissued under the plan. The plan terminates on September 23, 2019.

A summary of changes in unvested shares of restricted stock for the year ended December 31, 2014 are as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2013	2,675		$	512
Granted	1,100		395
Vested	(988	)	547
Forfeited	(25	)	577
Outstanding at December 31, 2014	2,762		$	452

During 2014, the Company granted 1,100 shares of restricted stock awards and no restricted stock units to employees under the plan. During 2013, the Company granted 1,600 shares of restricted stock awards and 500 restricted stock units. The shares of restricted stock awards and restricted stock units vest ratably over four years based upon continued employment or immediately upon a change in control or termination of employment by reason of death or disability. Restricted stock units are required to be settled by the issuance of shares of the Company's common stock. Shares issued pursuant to the plan are subject to a stockholders agreement (the Stockholders Agreement) entered into in 2009. The Stockholders Agreement contains certain restrictions on the ability of stockholders to transfer common stock of the Company. The Stockholder Agreement also provides stockholders with customary tag-along rights and drag-along rights with respect to certain transfers of stock or equity securities of the Company and customary preemptive rights in connection with the issuance of common stock or equity securities by the Company.

The fair value of restricted stock awards and restricted stock units was estimated on the date of grant based on the estimated fair value of the Company's Class A common stock determined using an income and market valuation analysis. The weighted average grant date fair value of the 2014, 2013, and 2012 grants were $395, $453 and $784 per share, respectively. During 2014, 2013, and 2012, the Company recognized expense of approximately $0.5 million, $2.2 million, and $3.0 million related to shares of restricted stock awards and restricted stock units.

Determining the fair value of the Company's common stock requires making complex and subjective judgments. Accordingly, the Company performed valuations using an income and market approach for grants made during 2014 and 2013. The Company's income approach to valuation is based on a discounted future cash flow approach that uses its estimates of revenue, driven by assumed market growth rates, and estimated costs as well as appropriate discount rates. The Company's revenue forecasts are based on expected annual growth rates and other assumptions that are consistent with the plans and estimates the Company uses to manage the business. The Company applied discount rates of 11.5% and 11.0% in 2014 and 2013, respectively, to calculate the present value of its future cash flows, which was determined using the Capital Asset Pricing Model. The Company also applied a 25% lack of marketability discount, which accounts for the fact that private companies are less liquid than similar public companies, and a 20% minority interest discount. These discounts were estimated based on comparable market transactions and other analyses.

As of December 31, 2014, the Company had approximately $0.9 million of unrecognized compensation cost related to stock-based compensation arrangements granted under the Plan. This cost is expected to be recognized as stock-based compensation expense over a weighted-average period of approximately 3 years.

XML

Income Taxes Nol's by Jurisdiction (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014
Domestic
Nol's by jurisdiction [Line Items]
Operating loss carryforwards	$ 823.6
Foreign - -unlimited carry forward
Nol's by jurisdiction [Line Items]
Operating loss carryforwards	36.1
Foreign - limited carry forward
Nol's by jurisdiction [Line Items]
Operating loss carryforwards	$ 9.6

XML

Segment Information - Revenues from External Customers (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 26, 2014	Jun. 27, 2014	Mar. 28, 2014	Dec. 31, 2013	Sep. 27, 2013	Jun. 28, 2013	Mar. 29, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Revenue from External Customer [Line Items]
Net sales	$ 211,909	$ 239,942	$ 232,990	$ 169,904	$ 196,431	$ 227,835	$ 229,861	$ 172,545	$ 854,745	$ 826,672	$ 837,140
Original Equipment Manufacturers (OEM's)
Revenue from External Customer [Line Items]
Net sales									207,527	199,213	202,556
Home Improvement Retailers
Revenue from External Customer [Line Items]
Net sales									175,888	182,666	181,363
Industrial and Architectural Contractors
Revenue from External Customer [Line Items]
Net sales									146,277	148,708	148,231
Rural Contractors
Revenue from External Customer [Line Items]
Net sales									142,544	135,296	144,398
Distributors
Revenue from External Customer [Line Items]
Net sales									98,761	88,300	91,505
Home Improvement Contractors
Revenue from External Customer [Line Items]
Net sales									49,771	40,645	35,674
Manufactured Housing
Revenue from External Customer [Line Items]
Net sales									$ 33,977	$ 31,844	$ 33,413

XML

Income Taxes Reconciliation of unrecognized tax benefits (Details) (USD $)	3 Months Ended	12 Months Ended
	Sep. 26, 2014	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 30, 2011
Reconciliation of Unrecognized Tax Benefits [Roll Forward]
Balance, beginning of year		$ (2,192,000)	$ (11,209,000)	$ (11,395,000)
Reductions for expiration of the applicable statute of limitations	9,000,000	0	8,954,000	0
Reductions for tax positions of prior years		0	145,000	466,000
Additions for tax positions of current year		(336,000)	0	(243,000)
Additions for tax positions of prior years		(252,000)	0	0
Foreign currency translation		(312,000)	(82,000)	(37,000)
Balance, end of year		(2,468,000)	(2,192,000)	(11,209,000)
Unrecognized tax benefits that would impact effective tax rate if we prevail		2,500,000	2,200,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense [Abstract]
Unrecognized tax benefits, income tax penalties and interest accrued		200,000	200,000	3,300,000
Unrecognized tax benefits, income tax penalties and interest expense		100,000	3,200,000	400,000
Unrecognized tax benefits reductions in interest and penalties accrued resulting from lapse of applicable statute of limitations	3,200,000
Time period that uncertain tax positions not expected to materially change		12 months
Tax Year 2011 | Tax and Customs Administration, Netherlands
Unrecognized Tax Benefits, Tax Examination [Abstract]
Income tax examination, likelihood of favorable settlement					3,300,000
Tax Year 2012 | Tax and Customs Administration, Netherlands
Unrecognized Tax Benefits, Tax Examination [Abstract]
Income tax examination, likelihood of favorable settlement				$ 3,500,000

XML

Income Taxes Income Taxes - Schedule of temporary differences (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Accrued expenses	$ 322,000	$ 1,200,000
Accounts receivable	431,000	595,000
Deferred tax assets, inventory	845,000
Inventories		(2,000)
Other	1,506,000	1,790,000
Valuation allowance	(3,573,000)	(3,608,000)
Total current	(469,000)	(25,000)
Property, plant, and equipment	(14,400,000)	(20,392,000)
Customer relationships	(16,559,000)	(19,991,000)
Net operating losses	104,232,000	89,678,000
Other	6,723,000	4,790,000
Valuation allowance	(95,890,000)	(72,978,000)
Total non-current	(15,894,000)	(18,893,000)
Total, net	(16,363,000)	(18,918,000)
Deferred tax assets, gross	117,200,000	72,700,000
Deferred tax liabilities, gross	$ (34,100,000)	$ (15,000,000)

XML

Supplemental Guarantor Condensed Financial Information - Consolidated Statements of Comprehensive (Loss) Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 26, 2014	Jun. 27, 2014	Mar. 28, 2014	Dec. 31, 2013	Sep. 27, 2013	Jun. 28, 2013	Mar. 29, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Financial Statements, Captions [Line Items]
Net loss	$ (20,485)	$ (16,406)	$ (3,116)	$ (19,272)	$ (11,482)	$ 16,259	$ (1,556)	$ (28,116)	$ (59,279)	$ (24,895)	$ (36,768)
Foreign currency translation adjustment									276	(815)	80
Pension liability adjustments, net of tax									(6,032)	931	953
Total other comprehensive loss									(5,756)	116	1,033
Total comprehensive loss									(65,035)	(24,779)	(35,735)
Parent
Condensed Financial Statements, Captions [Line Items]
Net loss									(59,279)	(24,895)	(36,768)
Foreign currency translation adjustment									276	(815)	80
Pension liability adjustments, net of tax									(6,032)	931	953
Total other comprehensive loss									(5,756)	116	1,033
Total comprehensive loss									(65,035)	(24,779)	(35,735)
Subsidiary Issuer
Condensed Financial Statements, Captions [Line Items]
Net loss									(58,855)	(24,227)	(36,450)
Foreign currency translation adjustment									276	(815)	80
Pension liability adjustments, net of tax									(6,032)	931	953
Total other comprehensive loss									(5,756)	116	1,033
Total comprehensive loss									(64,611)	(24,111)	(35,417)
Non-Guarantor
Condensed Financial Statements, Captions [Line Items]
Net loss									(5,328)	(14,391)	(13,618)
Foreign currency translation adjustment									276	(815)	367
Pension liability adjustments, net of tax									(2,674)	(936)	1,196
Total other comprehensive loss									(2,398)	(1,751)	1,563
Total comprehensive loss									(7,726)	(16,142)	(12,055)
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net loss									64,183	38,618	50,068
Foreign currency translation adjustment									(552)	1,630	(447)
Pension liability adjustments, net of tax									8,706	5	(2,149)
Total other comprehensive loss									8,154	1,635	(2,596)
Total comprehensive loss									$ 72,337	$ 40,253	$ 47,472

XML

Fair Value Measurements Derivative Instruments (Tables)

12 Months Ended

Dec. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule Of The Effect Of Derivative Instruments [Abstract]

The following table summarizes the effect of the Company's derivative instruments on the consolidated statements of operations for the years ended December 31, 2014, December 31, 2013, and December 31, 2012:

		Amount of Pretax (Loss) Income Recognized in Earnings
		Year Ended
	Location of (Loss) Income	December 31, 2014		December 31, 2013			December 31, 2012
Derivatives not designated as hedging instruments
Foreign exchange contracts	Other (loss) income	$	1,128	$	(364	)	$	(289	)

XML

Goodwill and Intangible Assets Schedule of Finite and Indefinite-Lived Intangible Assets (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Schedule of Finite and Indefinite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	$ 211,754,000	$ 221,915,000
Accumulated amortization	(185,044,000)	(180,311,000)
Finite lived intangible assets, net	26,315,000	40,631,000
Finite lived intangible assets including customer relationships, net	26,710,000	41,604,000
Intangible assets, gross (excluding goodwill)	217,854,000	228,015,000
Indefinite and finite lived intangible assets accumulated amortization	185,044,000	180,311,000
Intangible assets including customer relationships, net (excluding goodwill)	32,810,000	47,704,000
Intangible asset amortization expense, [Abstract]
Amortization of intangible assets	13,500,000	15,200,000	16,100,000
2015	11,919,000
2016	10,597,000
2017	4,446,000
2018	497,000
2019	192,000
Trade Names
Schedule of Finite and Indefinite-Lived Intangible Assets [Line Items]
Indefinite lived intangible assets, gross	6,100,000	6,100,000
Indefinite lived intangible assets accumulate amortization	0	0
Indefinite lived intangible assets, net	6,100,000	6,100,000
Customer Relationships
Schedule of Finite and Indefinite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	205,760,000	215,922,000
Accumulated amortization	(179,445,000)	(175,291,000)
Finite lived intangible assets, net	26,315,000	40,631,000
Intangible asset amortization expense, [Abstract]
Finite-lived intangible asset, useful life	12 years
Patents
Schedule of Finite and Indefinite-Lived Intangible Assets [Line Items]
Finite lived intangible assets, gross	5,994,000	5,993,000
Accumulated amortization	(5,599,000)	(5,020,000)
Finite lived intangible assets, net	$ 395,000	$ 973,000
Intangible asset amortization expense, [Abstract]
Finite-lived intangible asset, useful life	10 years

XML

Related-Party Transactions

12 Months Ended

Dec. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions

Related-Party Transactions

Senior Unsecured Loan Facility

In March 2011, Euramax Holdings, Euramax International and certain of our 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. During the second quarter of 2014, Levine Leichtman Capital Partners assigned its holdings in the Senior Unsecured Loan Facility to Credit Suisse Loan Funding LLC and Sound Point Capital Management L.P. The amount outstanding under the Senior Unsecured Loan Facility as of December 31, 2014, and the maximum amount outstanding during 2014, was $125 million. Total interest on the Senior Unsecured Loan Facility for 2014, 2013, and 2012 totaled $15.3 million, $15.3 million and $15.6 million, respectively. For a description of the terms of the Senior Unsecured Loan Facility, refer to Note 5 Long-Term Debt.

XML

Quarterly Results of Operations

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Quarterly Results of Operations

Quarterly Results of Operations (Unaudited)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Year Ended December 31, 2014
Net sales	$	169,904		$	232,990		$	239,942		$	211,909
Cost of sales, excluding depreciation and amortization	146,971			193,077			202,160			183,540
Depreciation and amortization	8,202			8,251			8,142			7,833
Operating (loss) income	(5,010		)	10,131			11,176			2,293
(Loss) income before income taxes	(18,579		)	(4,299		)	(16,775		)	(20,428		)
Net (loss) income	$	(19,272	)	$	(3,116	)	$	(16,406	)	$	(20,485	)
Year Ended December 31, 2013
Net Sales	$	172,545		$	229,861		$	227,835		$	196,431
Cost of sales, excluding depreciation and amortization	149,170			190,461			188,792			171,539
Depreciation and amortization	8,593			8,450			8,514			9,542
Operating (loss) income	(7,432		)	9,884			8,687			(4,121		)
(Loss) income before income taxes	(27,375		)	(1,859		)	3,177			(13,599		)
Net loss (income)	$	(28,116	)	$	(1,556	)	$	16,259		$	(11,482	)

The Company's interim reporting is based on a 4-4-5 week closing calendar. The first quarter of 2014 includes 1 less day and the fourth quarter of 2014 includes 1 additional day compared to the first and fourth quarter of 2013, respectively. The second and third quarters of 2014 and 2013 each include 13 weeks.

XML

Schedule I (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 26, 2014	Jun. 27, 2014	Mar. 28, 2014	Dec. 31, 2013	Sep. 27, 2013	Jun. 28, 2013	Mar. 29, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Balance Sheet [Abstract]
Investment in and advances to subsidiaries	$ 0				$ 0				$ 0	$ 0
Interest and other payables	25,509				26,366				25,509	26,366
Amounts due to affiliates	0				0				0	0
Total liabilities	709,882				680,536				709,882	680,536
Class A common stock—$1.00 par value; 600,000 shares authorized, 195,502 issued and outstanding in 2014 and 194,852 issued and outstanding in 2013	196				195				196	195
Class B convertible common stock—$1.00 par value; 600,000 shares authorized, no shares issued in 2014 and 2013	0				0				0	0
Additional paid-in capital	724,562				724,071				724,562	724,071
Accumulated loss	(903,029)				(843,750)				(903,029)	(843,750)
Accumulated other comprehensive income	5,165				10,921				5,165	10,921
Total shareholders' (deficit) equity	(173,106)				(108,563)				(173,106)	(108,563)
Total liabilities and shareholders' (deficit) equity	536,776				571,973				536,776	571,973
Condensed Income Statement [Abstract]
General and administrative									71,620	75,428	83,492
Interest expense									(55,518)	(54,078)	(54,858)
Operating (loss) income	2,293	11,176	10,131	(5,010)	(4,121)	8,687	9,884	(7,432)	18,590	7,018	11,355
Provision for income taxes									(802)	(14,761)	(1,723)
Net loss	(20,485)	(16,406)	(3,116)	(19,272)	(11,482)	16,259	(1,556)	(28,116)	(59,279)	(24,895)	(36,768)
Condensed Statements of Comprehensive Operations [Abstract]
Net loss	(20,485)	(16,406)	(3,116)	(19,272)	(11,482)	16,259	(1,556)	(28,116)	(59,279)	(24,895)	(36,768)
Foreign currency translation adjustment									276	(815)	80
Pension liability adjustments, net of tax									(6,032)	931	953
Total other comprehensive (loss) income									(5,756)	116	1,033
Total comprehensive loss									(65,035)	(24,779)	(35,735)
Condensed Statement of Cash Flow [Abstract]
Net cash provided by operating activities									(3,670)	(10,315)	3,985
Net cash provided by investing activities									(6,548)	(8,396)	(12,264)
Net cash provided by financing activities									3,438	18,095	8,246
Income taxes paid, net									(194)	(175)	5,488
Interest paid, net									48,293	52,220	52,157
Euramax Holdings, Inc. (Parent Company only)
Condensed Balance Sheet [Abstract]
Investment in and advances to subsidiaries	167,335				103,217				167,335	103,217
Interest and other payables	0				14				0	14
Amounts due to affiliates	5,771				5,332				5,771	5,332
Total liabilities	5,771				5,346				5,771	5,346
Class A common stock—$1.00 par value; 600,000 shares authorized, 195,502 issued and outstanding in 2014 and 194,852 issued and outstanding in 2013	196				195				196	195
Class B convertible common stock—$1.00 par value; 600,000 shares authorized, no shares issued in 2014 and 2013	0				0				0	0
Additional paid-in capital	724,562				724,071				724,562	724,071
Accumulated loss	(903,029)				(843,750)				(903,029)	(843,750)
Accumulated other comprehensive income	5,165				10,921				5,165	10,921
Total shareholders' (deficit) equity	(173,106)				(108,563)				(173,106)	(108,563)
Total liabilities and shareholders' (deficit) equity	(167,335)				(103,217)				(167,335)	(103,217)
Condensed Income Statement [Abstract]
General and administrative									424	668	318
Interest expense									0	0	0
Operating (loss) income									(424)	(668)	(318)
Provision for income taxes									0	0	0
Net loss before equity in net losses of subsidiaries									(424)	(668)	(318)
Equity in losses of subsidiaries, net of tax									(58,855)	(24,227)	(36,450)
Net loss									(59,279)	(24,895)	(36,768)
Condensed Statements of Comprehensive Operations [Abstract]
Net loss									(59,279)	(24,895)	(36,768)
Foreign currency translation adjustment									276	(815)	80
Pension liability adjustments, net of tax									(6,032)	931	953
Total other comprehensive (loss) income									(5,756)	116	1,033
Total comprehensive loss									(65,035)	(24,779)	(35,735)
Condensed Statement of Cash Flow [Abstract]
Net cash provided by operating activities									0	0	0
Net cash provided by investing activities									0	0	0
Net cash provided by financing activities									0	0	0
Income taxes paid, net									0	0	0
Interest paid, net									$ 0	$ 0	$ 0

XML

Property, Plant, and Equipment (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 270,957,000	$ 277,150,000
Less accumulated depreciation	(159,793,000)	(147,036,000)
Property, plant and equipment, net	111,164,000	130,114,000
Property Plant and Equipment Income Statement Disclosures [Abstract]
Depreciation	19,100,000	19,900,000	18,600,000
Capitalized computer software, gross	5,200,000	6,700,000
Capitalized computer software, amortization	3,700,000	4,300,000	3,500,000
Land and Land Improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	21,180,000	22,868,000
Buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	54,557,000	57,555,000
Machinery and Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	190,271,000	192,779,000
Construction in Progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 4,949,000	$ 3,948,000

XML

Segment Information (Tables)

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table presents information about reported segments for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
2014
Net sales:
Third party	$	279,954	$	317,270		$	192,494	$	65,027		$	—		$	—		$	854,745
Intersegment	845		126			586		—			—			(1,557		)	—
Total net sales	$	280,799	$	317,396		$	193,080	$	65,027		$	—		$	(1,557	)	$	854,745
Income (loss) from operations	$	20,656	$	(1,346	)	$	12,555	$	(768	)	$	(12,507	)	$	—		$	18,590
Depreciation and amortization	$	10,925	$	10,075		$	9,162	$	1,564		$	702		$	—		$	32,428
Capital expenditures	$	1,316	$	1,464		$	1,565	$	1,170		$	1,818		$	—		$	7,333
Total assets (1)	$	159,436	$	114,321		$	200,519	$	48,904		$	13,596		$	—		$	536,776

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
2013
Net sales:
Third party	$	266,483	$	301,976		$	193,504	$	64,709		$	—		$	—		$	826,672
Intersegment	726		435			217		—			—			(1,378		)	—
Total net sales	$	267,209	$	302,411		$	193,721	$	64,709		$	—		$	(1,378	)	$	826,672
Income (loss) from operations	$	16,763	$	(3,242	)	$	11,004	$	(6,849	)	$	(10,658	)	$	—		$	7,018
Depreciation and amortization	$	11,820	$	11,333		$	9,509	$	1,846		$	591		$	—		$	35,099
Capital expenditures	$	2,787	$	2,016		$	3,224	$	1,612		$	1,103		$	—		$	10,742
Total assets (1)	$	163,773	$	107,053		$	228,514	$	52,331		$	20,302		$	—		$	571,973

	U.S. Residential Products		U.S. Commercial Products		European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
2012
Net sales:
Third party	$	258,937	$	314,466	$	196,087	$	67,650		$	—		$	—		$	837,140
Intersegment	951		519		519		—			—			(1,989		)	—
Total net sales	$	259,888	$	314,985	$	196,606	$	67,650		$	—		$	(1,989	)	$	837,140
Income (loss) from operations	$	19,319	$	1,771	$	9,208	$	(6,586	)	$	(12,357	)	$	—		$	11,355
Depreciation and amortization	$	11,674	$	10,774	$	9,455	$	2,480		$	401		$	—		$	34,784
Capital expenditures	$	1,495	$	1,255	$	2,275	$	627		$	1,488		$	—		$	7,140
Total assets (1)	$	173,719	$	115,525	$	221,950	$	55,898		$	27,330		$	—		$	594,422

(1) Segment assets include cash, accounts receivable, inventories, other current assets, property, plant and equipment, goodwill, intangibles, and other long term assets. Other non-allocated assets include all corporate assets, as well as deferred taxes and income taxes receivable.

Revenue from External Customers by Market

The following table reflects revenues from external customers by markets for the periods indicated. Revenues from external customers by groups of similar products have not been provided as it is impracticable to do so.

		Year Ended
Customer/Markets	Primary Products	December 31, 2014		December 31, 2013		December 31, 2012
Original Equipment Manufacturers (OEMs)	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; windows and roofing; and composite building panels	$	207,527	$	199,213	$	202,556
Home Improvement Retailers	Rain carrying systems, roofing accessories, windows, doors and shower enclosures	175,888		182,666		181,363
Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories	146,277		148,708		148,231
Rural Contractors	Steel and aluminum roofing and siding	142,544		135,296		144,398
Distributors	Metal coils, rain carrying systems and roofing accessories	98,761		88,300		91,505
Home Improvement Contractors	Vinyl replacement windows; metal coils; rain carrying systems; metal roofing and insulated roofing panels; patio and entrance doors; and awnings	49,771		40,645		35,674
Manufactured Housing	Steel siding and trim components	33,977		31,844		33,413
		$	854,745	$	826,672	$	837,140

Schedule of Revenue and Long-Lived Assets, by Geographical Areas

The following tables reflect net sales and long-lived asset information by geographic areas for the periods indicated:

	Net Sales
	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
United States	$	588,593	$	559,135	$	564,254
The Netherlands	149,473		155,032		154,153
United Kingdom	75,529		69,433		72,699
France	32,520		33,748		36,886
Canada	8,630		9,324		9,148
	$	854,745	$	826,672	$	837,140

	Long-Lived Assets
	December 31, 2014		December 31, 2013
United States	$	53,042	$	62,186
The Netherlands	30,554		37,367
United Kingdom	14,660		15,523
France	11,178		13,133
Canada	1,730		1,905
	$	111,164	$	130,114

XML

Consolidated Statements of Comprehensive Operations (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Net loss	$ (59,279)	$ (24,895)	$ (36,768)
Foreign currency translation adjustment	276	(815)	80
Pension liability adjustments, net of tax expense of $0, $1,193 and $225 in 2014, 2013 and 2012, respectively	(6,032)	931	953
Total other comprehensive (loss) income	(5,756)	116	1,033
Total comprehensive loss	$ (65,035)	$ (24,779)	$ (35,735)

XML

Segment Information Segment Information - Largest Customer (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Revenue, Major Customer [Line Items]
Entity-wide revenue, major customer, percentage	12.40%	13.50%	13.30%
Entity wide revenue major customer accounts receivable balance	$ 5.9
Maximum
Revenue, Major Customer [Line Items]
Entity-wide revenue, major customer, percentage	6.00%

XML

Inventories

12 Months Ended

Dec. 31, 2014

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories, net of the allowance for obsolete inventory, were comprised of:

	December 31, 2014		December 31, 2013
Aluminum and steel coil	$	72,587	$	58,153
Raw materials	16,427		15,291
Work in process	2,467		1,936
Finished products	14,904		14,380
Total inventories, net	$	106,385	$	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 represent both painted and bare coil. Inventories are net of related reserves totaling $2.5 million and $2.4 million at December 31, 2014 and December 31, 2013, respectively.

Activity in the allowance for obsolete inventory was as follows:

	2014			2013			2012
Balance, beginning of year	$	2,441		$	2,911		$	3,009
Charges to costs and expenses	4,037			3,972			4,386
Write-offs	(3,883		)	(4,487		)	(4,534		)
Foreign currency translation	(129		)	45			50
Balance, end of year	$	2,466		$	2,441		$	2,911

XML

Common Stock (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Class of Stock [Line Items]
Common stock, shares authorized	1,200,000
Common Class A
Class of Stock [Line Items]
Common stock, shares authorized	600,000	600,000
Common stock, par or stated value per share	$ 1.00	$ 1.00
Common stock, shares, issued	195,502
Common stock, voting rights	1
Common Class B
Class of Stock [Line Items]
Common stock, shares authorized	600,000
Common stock, par or stated value per share	$ 1.00
Common stock, voting rights	10

XML

Related-Party Transactions (Details) (Senior Unsecured Loan Facility, Unsecured debt, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Mar. 18, 2011
Senior Unsecured Loan Facility | Unsecured debt
Debt Instrument [Line Items]
Debt instrument, face amount	$ 125.0			$ 125.0
Interest expense, related party	$ 15.3	$ 15.3	$ 15.6

XML

Employee Benefit Plans Amounts in Other Comprehensive Income not Recognized as Pension Cost (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Amounts in Other Comprehensive Income not Recognized as Pension Cost [Abstract]
Net actuarial loss	$ (14,069)	$ (8,115)
Net amounts recognized in balance sheets	$ 14,069	$ 8,115

XML

Schedule I

12 Months Ended

Dec. 31, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Schedule I

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED BALANCE SHEET

(in thousands, except share data)

	December 31, 2014			December 31, 2013
Assets
Investment in and advances to subsidiaries	$	(167,335	)	$	(103,217	)
Liabilities and shareholders' (deficit) equity
Interest and other payables	$	—		$	14
Amounts due to affiliates	5,771			5,332
Total liabilities	5,771			5,346
Shareholders' (deficit) equity:
Class A common stock—$1.00 par value; 600,000 shares authorized, 195,502 issued and outstanding in 2014 and 194,852 issued and outstanding in 2013	196			195
Class B convertible common stock—$1.00 par value; 600,000 shares authorized, no shares issued in 2014 and 2013	—			—
Additional paid-in capital	724,562			724,071
Accumulated loss	(903,029		)	(843,750		)
Accumulated other comprehensive income	5,165			10,921
Total shareholders' (deficit) equity	(173,106		)	(108,563		)
Total liabilities and shareholders' (deficit) equity	$	(167,335	)	$	(103,217	)

See accompanying notes.

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF OPERATIONS

(in thousands)

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Costs and expenses:
General and administrative	$	424		$	668		$	318
Interest expense	—			—			—
Loss before taxes and equity in net losses of subsidiaries	(424		)	(668		)	(318		)
Provision for income taxes	—			—			—
Net loss before equity in net losses of subsidiaries	(424		)	(668		)	(318		)
Equity in losses of subsidiaries, net of tax	(58,855		)	(24,227		)	(36,450		)
Net loss	$	(59,279	)	$	(24,895	)	$	(36,768	)

See accompanying notes.

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF COMPREHENSIVE OPERATIONS

(in thousands)

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Net loss	$	(59,279	)	$	(24,895	)	$	(36,768	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	276			(815		)	80
Pension liability adjustments, net of tax	(6,032		)	931			953
Total other comprehensive (loss) income	$	(5,756	)	$	116		$	1,033
Total comprehensive loss	$	(65,035	)	$	(24,779	)	$	(35,735	)

See accompanying notes

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
Net cash provided by operating activities	$	—	$	—	$	—
Net cash provided by investing activities	$	—	$	—	$	—
Net cash provided by financing activities	$	—	$	—	$	—
Supplemental cash flow information
Income taxes paid, net	$	—	$	—	$	—
Interest paid, net	$	—	$	—	$	—

See accompanying notes.

1. Basis of Presentation

The accompanying condensed financial statements include the accounts of Euramax Holdings, Inc. (the "Parent Company") and, on an equity basis, its subsidiaries and affiliates. Parent Company expenses, other than interest expense on long-term debt, are primarily related to intercompany transactions with subsidiaries and affiliates. These financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes thereto of Euramax Holdings, Inc. and Subsidiaries (the "Company").

XML

Employee Benefit Plans Fair Value of U.S. Pension Assets (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Defined Benefit Plan Disclosure [Line Items]
Evaluation period	4 years
U.S.
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	9,642	$ 9,290
U.S. | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	9,642	9,290
U.S. | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. | Cash and Cash Equivalents
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	241	88
U.S. | Cash and Cash Equivalents | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	241	88
U.S. | Cash and Cash Equivalents | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. | Cash and Cash Equivalents | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. | Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	6,281	5,245
U.S. | Equity Securities | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	6,281	5,245
U.S. | Equity Securities | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. | Equity Securities | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. | Global Equities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	542	1,298
U.S. | Global Equities | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	542	1,298
U.S. | Global Equities | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. | Global Equities | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. | Debt Securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,693	1,699
U.S. | Debt Securities | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,693	1,699
U.S. | Debt Securities | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. | Debt Securities | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. | Money Market Funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	885	960
U.S. | Money Market Funds | Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	885	960
U.S. | Money Market Funds | Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. | Money Market Funds | Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	$ 0

XML

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Funded Status

The following table sets forth the reconciliations of the change in projected benefit obligations and plan assets, the funded status of the Company's defined benefit plans and the amounts recognized in the Company's consolidated balance sheets:

	Year Ended
	December 31, 2014						December 31, 2013
	U.S.			UK			U.S.			UK
Change in benefit obligation:
Projected benefit obligation at beginning of year	$	11,600		$	50,029		$	13,052		$	48,215
Service cost	59			—			64			—
Interest cost	555			2,204			519			2,046
Actuarial loss (gain)	3,021			4,046			(1,648		)	732
Benefits paid	(271		)	(2,100		)	(387		)	(1,933		)
Currency translation adjustment	—			(3,185		)	—			969
Projected benefit obligation at end of year	14,964			50,994			11,600			50,029
Accumulated benefit obligation at end of year	14,964			50,994			11,600			50,029
Change in plan assets:
Fair value of plan assets at beginning of year	9,290			30,151			7,897			29,427
Actual gain (loss) on plan assets	475			1,150			1,744			(200		)
Expected return on assets	—			1,861			—			1,661
Employer contributions	208			825			75			626
Administrative expenses	(60		)	—			(39		)	—
Benefits paid	(271		)	(2,100		)	(387		)	(1,933		)
Currency translation adjustment	—			(1,877		)	—			570
Fair value of plan assets at end of year	9,642			30,010			9,290			30,151
Funded status	$	(5,322	)	$	(20,984	)	$	(2,310	)	$	(19,878	)
Amounts recognized in the consolidated balance sheets:
Other liabilities	$	(5,322	)	$	(20,984	)	$	(2,310	)	$	(19,878	)

Schedule of Net Periodic Benefit Cost Not Yet Recognized

Pre-tax amounts in accumulated other comprehensive income not yet recognized as components of net periodic pension cost are as follows:

	December 31, 2014			December 31, 2013
Net actuarial loss	$	(14,069	)	$	(8,115	)
Net amounts recognized in balance sheets	$	(14,069	)	$	(8,115	)

Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss)

Pre-tax amounts recognized in other comprehensive income consist of the following:

	Year Ended
	December 31, 2014						December 31, 2013					December 31, 2012
	U.S.			UK			U.S.		UK			U.S.			UK
Net actuarial (loss) gain	$	(3,344	)	$	(2,746	)	$	2,730	$	(972	)	$	(743	)	$	1,483
Amortization of actuarial loss	—			72			292		36			252			92
Total recognized in other comprehensive income (loss)	$	(3,344	)	$	(2,674	)	$	3,022	$	(936	)	$	(491	)	$	1,575

Schedule of Assumptions Used

Weighted average assumptions used in computing the benefit obligations are as follows:

	December 31, 2014				December 31, 2013
	U.S.		UK		U.S.		UK
Weighted-average assumptions
Discount rate	3.92	%	3.65	%	4.90	%	4.50	%

Weighted average assumptions used in computing net periodic pension cost are as follows:

	Year Ended
	December 31, 2014				December 31, 2013				December 31, 2012
	U.S.		UK		U.S.		UK		U.S.		UK
Weighted-average assumptions
Discount rate	4.90	%	4.50	%	4.01	%	4.50	%	4.40	%	4.90	%
Expected long-term rate of return on plan assets	8.00	%	6.17	%	8.00	%	6.01	%	8.00	%	6.47	%

Schedule of Net Benefit Costs

Net periodic pension cost for the plans includes the following components:

	Year Ended
	December 31, 2014						December 31, 2013						December 31, 2012
	U.S.			UK			U.S.			UK			U.S.			UK
Components of net periodic pension cost
Service cost	$	59		$	—		$	64		$	—		$	59		$	—
Interest cost	555			2,204			519			2,046			513			2,371
Expected return on assets	(739		)	(1,861		)	(623		)	(1,661		)	(576		)	(1,680		)
Amortization of actuarial loss	—			76			292			36			252			92
Total Company defined benefit net periodic pension cost (income)	(125		)	419			252			421			248			783
Multi-employer benefit expense	1,197			—			1,158			—			1,303			—
Multi-employer pension withdrawal penalty	—			—			—			—			39			—
Net periodic pension cost	$	1,072		$	419		$	1,410		$	421		$	1,590		$	783

Schedule of Allocation of Plan Assets

The following table sets forth the actual asset allocation for the plans as of December 31, 2014, December 31, 2013, and December 31, 2012 and the target asset allocation for the plans:

	December 31, 2014				December 31, 2013				December 31, 2012				Target
	U.S.		UK		U.S.		UK		U.S.		UK		U.S.		UK
Equity securities	65	%	—	%	71	%	—	%	66	%	—	%	55	%	—	%
Debt securities	18	%	40	%	18	%	36	%	22	%	36	%	19	%	35	%
Cash and cash equivalents	2	%	1	%	1	%	—	%	1	%	1	%	3	%	—	%
Investment funds	15	%	59	%	10	%	64	%	11	%	63	%	23	%	65	%

To develop the expected long-term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio.

The investment strategy of the plans is to ensure, over the long-term life of the plan, an adequate pool of assets along with contributions by the Company to support the benefit obligations to participants, retirees, and beneficiaries. The Company desires to achieve market returns consistent with a prudent level of diversification. All investments are made solely in the interest of each plan's participants and beneficiaries for the exclusive purposes of providing benefits to such participants and their beneficiaries and defraying the expenses related to administering the plan. The target allocation of all assets is to reflect proper diversification in order to reduce the potential of a single security or single sector of securities having a disproportionate impact on the portfolio. The Company utilizes an outside investment consultant and investment manager to implement its investment strategy. Plan assets are generally invested in liquid funds that are selected to track broad market equity and bond indices. Investment performance of plan assets is reviewed semi-annually and the investment objectives are evaluated over rolling four year time periods.

The following table presents the fair value of the U.S. Plan pension assets classified under the appropriate level of fair value hierarchy as of December 31, 2014 and December 31, 2013:

	December 31, 2014								December 31, 2013
Asset Category	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents(a)	$	241	$	—	$	—	$	241	$	88	$	—	$	—	$	88
Equity securities
U.S Equities (b)	6,281		—		—		6,281		5,245		—		—		5,245
Global Equities (c)	542		—		—		542		1,298		—		—		1,298
Debt securities (d)	1,693		—		—		1,693		1,699		—		—		1,699
Investment funds (e)	885		—		—		885		960		—		—		960
Total U.S. Plan Assets	$	9,642	$	—	$	—	$	9,642	$	9,290	$	—	$	—	$	9,290

(a) Cash and cash equivalents consists of a short term investment in marketable securities valued at cost.

(b) U.S. equities consist of exchange traded funds valued at closing price on the active market which they are traded.

(c) Global equities consist of mutual funds invested in international equities. The value is based on the net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on quoted market prices for underlying equities. The funds have regularly occurring transactions and regularly available pricing.

(d) Debt securities consist of mutual funds invested in fixed income securities. The value is based on the net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on market value of the underlying assets. The funds have regularly occurring transactions and regularly available pricing.

(e) Investment funds consist of balanced equity and debt mutual funds. The value is based on net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on the market value of the underlying assets. The funds have regularly occurring transactions and regularly available pricing.

The following table presents the fair value of the UK Plan pension assets classified under the appropriate level of fair value hierarchy as of December 31, 2014 and December 31, 2013:

	December 31, 2014								December 31, 2013
Asset Category	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents (f)	$	174	$	—	$	—	$	174	$	180	$	—	$	—	$	180
Debt securities (g)	11,898		—		—		11,898		10,805		—		—		10,805
Investment Funds (h)	17,938		—		—		17,938		9,891		9,275		—		19,166
Total UK Plan Assets	$	30,010	$	—	$	—	$	30,010	$	20,876	$	9,275	$	—	$	30,151

(f) Cash and cash equivalents consists of cash held in bank accounts and short term investments valued at cost.

(g) Debt securities consist of a mutual fund invested in corporate bonds. The value is based on the net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on market prices for underlying assets. The fund has regularly occurring transactions and regularly available pricing.

(h) Investment Funds consist of mutual and pooled pension funds. The value is based on the net asset value of the fund divided by the number of shares outstanding. The net asset value is based on market prices for underlying assets. The funds have regularly available pricing. The funds are classified as Level 1 or Level 2 based on the volume of market activity.

Schedule of Expected Benefit Payments

Total benefit payments expected to be paid to participants from the plans are as follows:

	Expected Benefit Payments
	U.S.		UK
2015	$	291	$	1,669
2016	330		1,704
2017	368		1,810
2018	425		1,869
2019	475		1,908
2020 - 2024	3,440		11,013

Schedule of Multiemployer Plans

Plan Contributions

The Company’s participation in these plans for the annual period ended December 31, 2014, is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number (EIN) and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act (PPA) zone status available in 2014 and 2013 is for the plan’s year-end as of December 31, 2013 and December 31, 2012, respectively. The zone status is based on information the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. This last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. The Company's contributions to the Teamsters Pension Trust Fund of Philadelphia and Vicinity have not exceeded 5% of total plan contributions for the fiscal years 2014, 2013 or 2012. The Company's contributions to the Warehouse Employees Local 169 and Employers Joint Pension Fund exceeded 5% in 2014, 2013 and 2012.

		Pension  Protection Act Zone Status			Company Contributions (in thousands)
												Expiration of Collective Bargaining Agreement
Plan Name	EIN/Pension Plan Number	2014	2013	FIP/RP Status Implemented	2014		2013		2012		Surcharge Imposed
Teamsters Pension Trust Fund of Philadelphia and Vicinity (1)	23-1511735/001	Yellow	Yellow	Implemented	$	248	$	220	$	213	No	12/31/2015
Warehouse Employees Local 169 and Employers Joint Pension Fund	23-6230368/001	Red	Red	Implemented	$	949	$	938	$	955	Yes	12/31/2017
Total contributions					$	1,197	$	1,158	$	1,168

(1) The Trustees of the Teamsters Pension Trust Fund of Philadelphia and Vicinity elected to apply the special amortization and special asset valuation provisions provided for under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (PRA 2010) for Plan Years beginning January 1, 2009 and later. The special amortization rule allows that portion of the plan’s experience loss attributable to net investment losses incurred in the year ended December 31, 2008 to be amortized over a 30-year period rather than a 15-year period. The special asset valuation rule allows the recognition of investment losses in the year ended December 31, 2008 to be spread over a 10-year period rather than a 5-year period.

XML

Commitments and Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Minimum commitments under long-term non-cancelable operating leases, principally for equipment and facilities at December 31, 2014, were as follows:

2015	$	10,760
2016	8,334
2017	7,134
2018	4,473
2019	2,389
Thereafter	6,117
	$	39,207

Rent expense under operating leases amounted to $12.0 million, $11.8 million, and $11.6 million for the years 2014, 2013, and 2012, respectively.

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 changes to customers in the future, it 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. At December 31, 2014, such fixed price purchase commitments were approximately $7.4 million for 2015 sales. 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 taken as a whole.

Environmental Matters

The Company's operations are subject to federal, state, local and European 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 probable liability for significant 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 own 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 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 accruals for warranties based on historical experience and expectations of future occurrence. The warranty accrual is recorded in the consolidated balance sheets in the line items accrued expenses and other liabilities. Changes in the product warranty accrual are summarized follows:

	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Balance, beginning of year	$	5,326		$	5,098		$	5,050
Payments made or service provided	(3,190		)	(3,480		)	(2,849		)
Warranty expense	1,996			3,639			2,948
Foreign currency translation	(162		)	69			(51		)
Balance, end of year	$	3,970		$	5,326		$	5,098

Collective Bargaining

As of December 31, 2014, approximately 10.4% of the Company's labor force is represented by collective bargaining agreements and 31.7% of the labor force is represented by work councils. Additionally, as of December 31, 2014, the Company is party to no expired collective bargaining agreements that are currently being negotiated. Approximately 1.1% of the Company's labor force is covered by a collective bargaining agreement that will expire within one year.