-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PAyNOiTl8uhnX9QcO91rkgYP5AN/r1k17VtdxdPPFJRO+d0GLFqc7oxfDVCxbOt8 3KRqPGk9iTIDlNZtOsy6Og== 0001047469-03-027412.txt : 20030813 0001047469-03-027412.hdr.sgml : 20030813 20030813155439 ACCESSION NUMBER: 0001047469-03-027412 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030813 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EURAMAX INTERNATIONAL PLC CENTRAL INDEX KEY: 0001026743 STANDARD INDUSTRIAL CLASSIFICATION: SHEET METAL WORK [3444] IRS NUMBER: 981066997 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-05978 FILM NUMBER: 03841247 BUSINESS ADDRESS: STREET 1: 5445 TRIANGLE PARKWAY STREET 2: SUITE 350 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 7704497066 MAIL ADDRESS: STREET 1: 5535 TRIANGLE PKWY CITY: NORCROSS STATE: GA ZIP: 30092 8-K 1 a2116938z8-k.htm FORM 8-K
QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 13, 2003

Commission file number 333-05978

EURAMAX INTERNATIONAL, 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 No.)

5445 Triangle Parkway, Suite 350,
Norcross, Georgia
(Address of principal executive offices)

 

30092
(Zip Code)

Registrant's telephone number, including area code 770-449-7066





Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)
Exhibits.

99.1
Press Release of Euramax International, Inc. dated August 11, 2003.


Item 9. Regulation FD Disclosure.

        On August 11, 2003, Euramax International, Inc. issued a press release announcing its financial results for the quarter ended June 27, 2003. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

        The information set forth in this Item 9 is being furnished pursuant to Item 12 of Form 8-K, "Results of Operations and Financial Condition", and is included under this Item 9 in accordance with SEC Release Nos. 33-8216; 34-47583.

        The information in this report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

        In addition to reporting financial results in accordance with accounting principles generally accepted in the United States, or GAAP, the Company has provided operating earnings before depreciation and amortization, a non-GAAP financial measure, in the press release. Operating earnings before depreciation and amortization is presented as it closely approximates the measure used in the Company's credit agreement and indenture to the Company's senior subordinated notes for calculating financial and other covenants. Additionally, management believes that operating earnings before depreciation and amortization is an alternative measure of operating performance used by investors and analysts. Operating earnings before depreciation and amortization is not a measurement defined by GAAP and should not be considered an alternative to, or more meaningful than, information presented in accordance with GAAP.

2



SIGNATURES

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

    EURAMAX INTERNATIONAL, INC.

Signature

 

Title


 

Date


 

 

 

 

 
/s/  R. SCOTT VANSANT      
R. Scott Vansant
  Chief Financial Officer and Secretary   August 13, 2003

3



Exhibit Index

Exhibit
  Description

Exhibit 99.1   Press release issued August 11, 2003 by Euramax International, Inc.

4




QuickLinks

SIGNATURES
Exhibit Index
EX-99.1 3 a2116938zex-99_1.htm EXHIBIT 99.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.1

For further information, contact:
J. David Smith or R. Scott Vansant

EURAMAX INTERNATIONAL, INC. REPORTS
SECOND QUARTER OPERATING RESULTS

Norcross, Georgia (August 11, 2003)—Euramax International, Inc. today reported net sales for the quarter ended June 27, 2003 of $191.7 million, a quarterly record that exceeded the second quarter of 2002 by 11.6%. Operating earnings of $14.1 million reflect charges of approximately $5.8 million related to the Company's recent shareholder transaction. Operating earnings in the second quarter of 2002 were $19.4 million.

Results for the quarter reflect a continuation of year-over-year improvement for the Norcross, Georgia based manufacturer. Commenting on results, Chairman and CEO J. David Smith said, "The strength of our markets for repair and remodeling activity, together with our geographic, market and customer diversity, has enabled continued growth and good profitability, despite continuing economic uncertainty."

Net sales increases for the quarter were broadly distributed among Euramax's customers and markets and included increases to OEMs, home centers, distributors, and home improvement and architectural contractors. Net sales to rural contractors and manufactured housing producers fell slightly due to continuing softness in those markets. Net sales in the U.S. and Europe increased 4.7% and 28.4%, respectively. Strengthening of the British Pound and Euro against the U.S. Dollar increased Europe's net sales by approximately $10.0 million. Excluding this increase, Europe's net sales grew by 8.4% compared to the second quarter of 2002.

Net sales for the six months ended June 27, 2003 of $337.8 million were 10.9% higher than in the six months ended June 28, 2002. Operating earnings for the six months ended June 27, 2003 were $23.3 million and reflect approximately $5.8 million in charges related to the Company's recent shareholder transaction. Operating earnings for the six months ended June 28, 2002 were $28.1 million.

Long-term debt at June 27, 2003 increased to $208.0 million from $197.0 million at December 27, 2002, primarily related to a $16.9 million increase in working capital resulting from seasonal requirements of the business. Capital expenditures for the six month period ended June 27, 2003 were $5.7 million. At quarter end, Euramax had $10.9 million in cash and $39.0 million available under its revolving credit facility.

The Company also disclosed that on June 12, 2003 an affiliate of Citicorp Venture Capital Ltd. acquired all of the shares held in Euramax by CVC European Equity Partners, L.P, CVC European Equity Partners (Jersey), L.P., and BNP Paribas and certain shares held by independent directors and management. Furthermore, on August 6, 2003, Euramax issued $200.0 million of its 8.5% senior subordinated notes due 2011 and, on August 8, 2003, completed a tender offer for $112.9 million of its 11.25% senior subordinated notes due 2006. As a result of these transactions, the Company was required to make certain accounting adjustments. Specifically, the purchase price paid in the Company's shareholder transaction in excess of the book value of the equity acquired has been allocated under the purchase method of accounting to the assets and liabilities of the Company, based upon a percentage of their fair values proportional to the percentage of the ownership change.

Euramax is a leading international producer of aluminum, steel, vinyl and fiberglass products for original equipment manufacturers, distributors, contractors and home centers in North America and Western Europe.

Note regarding forward looking statements: Statements made by Euramax which are not historical facts are forward looking statements that involve risks and uncertainties. Statements including the words "anticipate," "expect," "foresee," "believe," "feel," "intend" and similar words also indicate forward looking statements that involve risks and uncertainties. Actual results could differ materially from those expressed or implied in forward looking statements. Important factors that could cause financial



performance to differ materially from past results and from those expresses or implied in this press release include, without limitation, the risks of doing business in multiple jurisdictions, impact of environmental regulations, dependence on key personnel, risks of business acquisitions, availability of raw materials, and a variety of other factors. For further information on these and other risks, see the "Risk Factors" section of the Company's Report on Form 10-K for the year ended December 27, 2002.


Euramax International, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings

 
  Successor
  Predecessor
 
Thousands of U.S. Dollars

  For the one
month ended
June 27, 2003

  For the two
months ended
May 23, 2003

  For the
quarter ended
June 28, 2002

 
Net Sales   $ 77,194   $ 114,457   $ 171,668  
Cost and expenses:                    
  Cost of goods sold     63,904     90,854     132,859  
  Selling and general     8,159     10,563     16,400  
  Depreciation and amortization     1,571     2,531     3,025  
   
 
 
 
      73,634     103,948     152,284  
   
 
 
 
    Earnings from operations     3,560     10,509     19,384  
Interest expense, net     (1,843 )   (3,678 )   (5,872 )
Other income (expense), net     (26 )   292     624  
   
 
 
 
    Earnings before income taxes     1,691     7,123     14,136  
Provision for income taxes     562     2,673     5,576  
   
 
 
 
    Net earnings   $ 1,129   $ 4,450   $ 8,560  
   
 
 
 
Earnings from operations before depreciation and amortization   $ 5,131   $ 13,040   $ 22,409  
   
 
 
 

Euramax International, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings

 
  Successor
  Predecessor
 
Thousands of U.S. Dollars

  For the one
month ended
June 27, 2003

  For the five
months ended
May 23, 2003

  For the six
months ended
June 28, 2002

 
Net Sales   $ 77,194   $ 260,615   $ 304,628  
Cost and expenses:                    
  Cost of goods sold     63,904     208,420     239,117  
  Selling and general     8,159     26,153     30,949  
  Depreciation and amortization     1,571     6,276     6,449  
   
 
 
 
      73,634     240,849     276,515  
   
 
 
 
    Earnings from operations     3,560     19,766     28,113  
Interest expense, net     (1,843 )   (9,126 )   (11,233 )
Other income (expense), net     (26 )   506     542  
   
 
 
 
    Earnings before income taxes     1,691     11,146     17,422  
Provision for income taxes     562     4,254     6,782  
   
 
 
 
    Net earnings   $ 1,129   $ 6,892   $ 10,640  
   
 
 
 
Earnings from operations before depreciation and amortization   $ 5,131   $ 26,042   $ 34,562  
   
 
 
 

Euramax International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

 
  Successor
  Predecessor
 
Thousands of U.S. Dollars

  June 27, 2003
  December 27, 2002
 
ASSETS  
Current assets:              
  Cash and equivalents   $ 10,918   $ 11,646  
  Accounts receivable, net     120,325     88,508  
  Inventories     90,374     78,480  
  Other current assets     8,438     5,081  
   
 
 
    Total current assets     230,055     183,715  
Property, plant and equipment, net     129,582     112,037  
Goodwill, net     160,406     110,799  
Deferred income taxes     4,831     4,975  
Other assets     5,740     4,914  
   
 
 
    $ 530,614   $ 416,440  
   
 
 

LIABILITIES AND SHAREHOLDERS' EQUITY

 
Current liabilities:              
  Cash overdrafts   $ 1,487   $ 1,880  
  Accounts payable     74,111     57,104  
  Accrued expenses and other current liabilities     47,039     34,251  
   
 
 
    Total current liabilities     122,637     93,235  
Long-term debt, less current maturities     208,020     196,972  
Deferred income taxes     23,560     19,421  
Other liabilities     27,731     20,593  
   
 
 
    Total liabilities     381,948     330,221  
   
 
 
Shareholders' equity:              
  Common stock     500     500  
  Additional paid-in-capital     155,495     53,220  
  Treasury stock     (1,964 )   (2,056 )
  Restricted stock grant     (3,764 )    
  Retained earnings     1,129     44,439  
  Accumulated other comprehensive loss     (2,730 )   (9,884 )
   
 
 
    Total shareholders' equity     148,666     86,219  
   
 
 
    $ 530,614   $ 416,440  
   
 
 



QuickLinks

EURAMAX INTERNATIONAL, INC. REPORTS SECOND QUARTER OPERATING RESULTS
-----END PRIVACY-ENHANCED MESSAGE-----