Prepared by MerrillDirect

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

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 29, 2001
	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 number 333-05978

EURAMAX INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware	58-2502320
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5445 Triangle Parkway, Suite 350, Norcross, Georgia	30092
(Address of principal executive offices)	(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
ý Yes o No

As of August 9, 2001, Registrant had outstanding 445,822.44 shares of Class A common stock and 44,346.80 shares of Class B common stock.

Page 1 of 33

Exhibit Index located on page 29

Part I - Financial Information

Item 1. Financial Statements

Euramax International, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Thousands of U.S. Dollars)

(Unaudited)

			Quarters ended						Six months ended

			June 29,			June 30,			June 29,			June 30,
			2001			2000			2001			2000


Net sales			$	157,621		$	163,715		$	288,834		$	305,988

	Costs and expenses:
	Cost of goods sold		125,980			132,076			234,173			248,903
	Selling and general		15,358			13,925			29,221			27,704
	Depreciation and amortization		4,465			4,301			8,877			8,059

		Earnings from operations	11,818			13,413			16,563			21,322

Interest expense, net			(6,492		)	(6,760		)	(13,052		)	(12,198		)
Other expense, net			(598		)	(538		)	(2,818		)	(651		)

Earnings before income taxes			4,728			6,115			693			8,473
Provision for income taxes			2,278			2,679			321			3,687

Net earnings			$	2,450		$	3,436		$	372		$	4,786

The accompanying notes are an integral part of these condensed consolidated financial statements.

Euramax International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Thousands of U.S. Dollars)

(Unaudited)

				June 29,			December 29,
				2001			2000

ASSETS
Current assets:
	Cash and equivalents			$	7,488		$	8,134
	Accounts receivable, net			94,549			73,721
	Inventories			69,259			81,215
	Other current assets			3,825			4,821

		Total current assets		175,121			167,891
Property, plant and equipment, net				110,112			119,218
Goodwill, net				108,896			113,324
Deferred income taxes				5,627			5,615
Other assets				8,041			7,011

				$	407,797		$	413,059

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Cash overdrafts			$	2,633		$	1,709
	Accounts payable			64,841			57,975
	Accrued expenses and other current liabilities			23,157			26,646
	Current maturities of long-term debt			44,726			2,247

			Total current liabilities	135,357			88,577
Long-term debt, less current maturities				183,400			233,281
Deferred income taxes				15,231			16,952
Other liabilities				13,707			10,468

			Total liabilities	347,695			349,278

Shareholders’ equity:
	Common stock			500			500
	Additional paid-in capital			53,220			53,220
	Treasury stock			(1,581		)	(1,581		)
	Retained earnings			20,224			19,852
	Accumulated other comprehensive loss			(12,261		)	(8,210		)

Total shareholders’ equity				60,102			63,781

				$	407,797		$	413,059


The accompanying notes are an integral part of these condensed consolidated financial statements.

Euramax International, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Thousands of U.S. Dollars)

(Unaudited)

			Six months ended

			June 29,			June 30,
			2001			2000


Net cash provided by (used in) operating activities			$	5,893		$	(4,873	)

Cash flows from investing activities:
	Purchases of businesses		-			(45,550		)
	Proceeds from sales of assets		1,259			45
	Capital expenditures		(3,003		)	(5,231		)


		Net cash used in investing activities	(1,744		)	(50,736		)

Cash flows from financing activities:
	Net borrowings (repayments) on revolving credit facility		8,713			27,089
	Repayment of long-term debt		(12,805		)	(3,233		)
	Proceeds from long-term debt		-			40,000
	Purchase of treasury stock		-			(1,581		)
	Changes in cash overdrafts		924			488

		Net cash (used in) provided by financing activities	(3,168		)	62,763

Effect of exchange rate changes on cash			(1,627		)	(758		)


Net (decrease) increase in cash and equivalents			(646		)	6,396
Cash and equivalents at beginning of period			8,134			13,385

Cash and equivalents at end of period			$	7,488		$	19,781


The accompanying notes are an integral part of these condensed consolidated financial statements.

Euramax International, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Thousands of U.S. Dollars)

(Unaudited)

1. Basis of Presentation:

For purposes of this report the “Company” refers to Euramax International, Inc. (“Euramax”) and Subsidiaries, collectively.

The Condensed Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the management of the Company, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. All adjustments are of a normal recurring nature unless otherwise disclosed. Management believes that the disclosures made are adequate for a fair presentation of results of operations, financial position and cash flows. These Condensed Consolidated Financial Statements should be read in conjunction with the year-end Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 29, 2000. Operating results for the period ended June 29, 2001, are not necessarily indicative of future results that may be expected for the year ending December 28, 2001.

Per share data has not been presented since such data provides no useful information, as the shares of the Company are closely held.

Certain 2000 amounts have been reclassified to conform to current year presentation.

2. Acquisitions:

On April 10, 2000 (the “Acquisition Date”), the Company’s wholly owned subsidiary, Amerimax Home Products, Inc., acquired substantially all of the assets and assumed certain liabilities of Gutter World, Inc. and Global Expanded Metals, Inc., companies under common control, (“Gutter World” and “Global”, respectively). The purchase price, including approximately $372.2 thousand in acquisition-related fees and expenses, was approximately $45.6 million in cash, plus the assumption of approximately $2.6 million of liabilities. These companies manufacture raincarrying accessories, such as gutter guards, water diverters and downspout strainers, as well as door guards sold primarily to home centers. Additionally, the companies manufacture and sell expanded metal products to original equipment manufacturers. The results of operations of Gutter World and Global are included in the Condensed Consolidated Statement of Earnings from the Acquisition Date.

The following unaudited pro forma data present the results of operations for the quarter and six months ended June 30, 2000, as though the Gutter World and Global Acquisition had been completed January 1, 2000, and assume that there are no other changes in operations of the Company. Such pro forma information includes adjustments to interest expense; changes in amortization of goodwill relating to the allocation of the purchase price; elimination of the effect of transactions between Gutter World and a Euramax subsidiary and between Gutter World and Global; and the income tax effect related to these items. The pro forma results are not necessarily indicative of the financial results that might have occurred had the Gutter World and Global Acquisition actually taken place on the first day of the fiscal year or of the future results of operations. Certain Financial Statements and Exhibits for the Gutter World and Global Acquisition can be found in the Company’s Current Report on Form 8-K, filed April 24, 2000.

	Quarter ended		Six months ended
	June 30, 2000		June 30, 2000


Net sales	$	163,963	$	310,141
Earnings before income taxes	5,809		7,560
Net earnings	3,248		4,228

3. Summary of Significant Accounting Policies:

For information regarding significant accounting policies, see Note 3 to the Consolidated Financial Statements of the Company for the year ended December 29, 2000, set forth in the Company’s Annual Report on Form 10-K. For information regarding the Company’s adoption of SFAS 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS 137 and SFAS 138, see Note 3 to the Condensed Consolidated Financial Statements of the Company for the quarter ended March 30, 2001, set forth in the Company’s Quarterly Report on Form 10-Q.

In July 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 142, Goodwill and Other Intangible Assets. SFAS 142 is effective for all fiscal quarters of all fiscal years beginning after December 15, 2001 (January 1, 2002 for the Company). SFAS 142 requires that goodwill and indefinite lived intangible assets are no longer amortized, but are reviewed annually for impairment. Management is currently reviewing the provisions of SFAS 142 to determine the impact on the Company’s financial statements upon adoption.

4. Inventories:

Inventories were comprised of:

	June 29,		December 29,
	2001		2000

Raw materials	$	53,673	$	58,101
Work in process	2,523		9,067
Finished products	13,063		14,047

	$	69,259	$	81,215

5. Long-Term Obligations:

Long-term obligations consisted of the following:

		June 29,			December 29,
		2001			2000

Credit Agreement:
	Revolving Credit Facility	$	43,991		$	38,522
	Term Loans	49,135			62,006
11.25% Senior Subordinated Notes due 2006		135,000			135,000

		228,126			235,528
Less current portion		(44,726		)	(2,247		)

		$	183,400		$	233,281

Borrowings under the Company’s revolving credit facility become due on June 30, 2002, at which date the facility expires. Accordingly, amounts outstanding on the revolving credit facility are classified within current maturities of long-term debt as of June 29, 2001. The Company intends to refinance borrowings under the revolving credit facility prior to its maturity. The Company’s management believes that it will be able to effect this refinancing based upon current expectations for operating performance and future liquidity needs, although no assurance to that affect can be given.

The Credit Agreement requires the Company to maintain specified financial ratios and meet certain financial tests, including a minimum EBITDA (earnings before interest, taxes, depreciation and amortization) requirement, a minimum interest coverage and a maximum leverage ratio. Effective March 19, 2001, the Company and the Lenders amended the Credit Agreement to, among other items, lower the minimum EBITDA requirement and the interest coverage ratio and raise the total leverage ratio. The Company anticipates that these changes will provide flexibility sufficient to prevent an event of default during 2001 resulting from a breach of restrictive covenants, although no assurance to that effect can be given.

6. Commitments and Contingencies:

Litigation

The Company is subject to legal proceedings and claims that have arisen in the ordinary course of business. Although occasional adverse decisions or settlements may occur, it is the opinion of the Company’s management, based upon information available at this time, that the expected outcome of these matters, individually or in the aggregate, 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 and its subsidiaries taken as a whole.

Environmental Matters

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

The Company has been named as a defendant in lawsuits or 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 various hazardous waste disposal sites. The Company continues to monitor these actions and proceedings and to vigorously defend both its own interests as well as the interests of its affiliates. The Company’s ultimate liability in connection with present and future environmental claims will depend on many factors, including its volumetric share of the waste at a given site, the remedial action required, the total cost of remediation, and the financial viability and participation of the other entities that also sent waste to the site. Once it becomes probable that the Company will incur costs in connection with remediation of a site and such costs can be reasonably estimated, the Company establishes or adjusts its reserve for its projected share of these costs. Based upon current law and information known to the Company concerning the size of the sites known to it, anticipated costs, their years of operations and the number of other potentially responsible parties, Management believes that the Company’s potential share of the estimated aggregate liability for the costs of remedial actions and related costs and expenses are not material. 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 materially exceed established reserves and will not have a material impact on the future financial position, net earnings or cash flows of the Company. The Company’s reserves, expenditures and expenses for all environmental exposures were not significant for any of the dates or periods presented.

In connection with the acquisition of the Company from Alumax Inc. (which has since been 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 environmental matters for occurrences 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 certain 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 Information System (“CERCLA”) as of the closing date of the acquisition, as well as certain potential costs for sites listed on state hazardous cleanup lists. With respect to all other environmental matters, Alumax’s obligations are limited to $125.0 million. However, notwithstanding the indemnity, the Company does not believe that it has any significant probable liability for environmental claims. Further, the Company believes it to be unlikely that the Company would be required to bear environmental costs in excess of its pro rata share of such costs as a potentially responsible party at any site.

7. Comprehensive Income:

			Quarters ended					Six months ended

			June 29,			June 30,		June 29,			June 30,
			2001			2000		2001			2000

Net earnings			$	2,450		$	3,436	$	372		$	4,786
Other comprehensive earnings (loss):
	Foreign currency translation adjustment		(1,105		)	252		(3,357		)	(1,372		)
	Gain (loss) on derivative instruments, net:
		Cumulative effect of adopting SFAS 133	-			-		(2,014		)	-
		Net changes in fair value of derivatives	297			-		1,602			-
		Net gains reclassified from OCI into earnings	102			-		(282		)	-

Comprehensive income (loss)			$	1,744		$	3,688	$	(3,679	)	$	3,414

8. Income Taxes:

The income tax benefit for the six months ended June 29, 2001, is computed at the effective rate projected to be applicable for the full year.

9. Segment Information:

For detailed information regarding the Company’s reportable segments, see Note 12 to the Consolidated Financial Statements of the Company for the year ended December 29, 2000, set forth in the Company’s Annual Report on Form 10-K.

Information about reported segments and a reconciliation of total segment sales to total consolidated sales and of total segment EBITDA to total consolidated earnings before income taxes, for the quarters and six months ended June 29, 2001 and June 30, 2000, is as follows:

		Quarters Ended						Six months ended

		June 29,			June 30,			June 29,			June 30,
		2001			2000			2001			2000

Sales
European Roll Coating		$	33,931		$	38,190		$	71,627		$	78,284
U.S. Fabrication		109,831			110,509			187,191			195,570
European Fabrication		14,403			15,656			31,311			33,712

	Total segment sales	158,165			164,355			290,129			307,566

Eliminations		(544		)	(640		)	(1,295		)	(1,578		)

	Consolidated net sales	$	157,621		$	163,715		$	288,834		$	305,988

EBITDA
European Roll Coating		$	3,966		$	5,326		$	9,144		$	11,453
U.S. Fabrication		11,054			11,673			12,893			15,943
European Fabrication		1,712			1,918			4,217			4,267

	Total EBITDA for reportable segments	16,732			18,917			26,254			31,663

Expenses that are not segment specific		(1,047		)	(1,741		)	(3,632		)	(2,933		)
Depreciation and amortization		(4,465		)	(4,301		)	(8,877		)	(8,059		)
Interest expense, net		(6,492		)	(6,760		)	(13,052		)	(12,198		)

	Consolidated net earnings before income taxes	$	4,728		$	6,115		$	693		$	8,473

Segment assets are not included in the above table because asset information is not reported by segment in the information reviewed by the chief operating decision maker for purposes of making decisions about allocating resources to the segments and addressing performance.

The following table reflects revenues from external customers by groups of similar products for the quarters and six months ended June 29, 2001 and June 30, 2000:

		Quarters Ended				Six months ended

Customers/Markets	Primary Products	June 29, 2001		June 30, 2000		June 29, 2001		June 30, 2000

Original Equipment Manufacturers ("OEMs")	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; RV doors, windows and roofing; and composite building panels	$	63,543	$	72,927	$	130,722	$	146,026
Rural Contractors	Steel and aluminum roofing and siding	31,213		31,498		51,575		53,842
Home Centers	Raincarrying systems, roofing accessories, windows, doors and shower enclosures	31,240		24,549		49,190		42,285
Manufactured Housing	Steel siding and trim components	6,521		9,596		12,751		20,371
Distributors	Metal coils, raincarrying systems and roofing accessories	8,949		10,514		15,697		16,342
Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories	4,534		4,791		8,680		9,682
Home Improvement Contractors	Vinyl replacement windows; metal coils, raincarrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings	11,621		9,840		20,219		17,440

		$	157,621	$	163,715	$	288,834	$	305,988

10. Supplemental Condensed Combined Financial Statements:

On September 25, 1996, the Company issued Senior Subordinated Notes due 2006 (the “Notes”). Euramax International Limited, Euramax European Holdings Limited and Euramax European Holdings B.V. are co-obligors under the Notes (the “Co-Obligors”). Euramax International, Inc. has provided a full and unconditional guarantee of the Notes (“Parent Guarantor”). In addition, Amerimax Holdings, Inc., Amerimax Fabricated Products, Inc., Euramax International Holdings Limited and Euramax Continental Limited, holding company subsidiaries of Euramax, have provided full and unconditional guarantees of the Notes (collectively, the “Guarantor Subsidiaries”). The following supplemental condensed combining financial statements as of June 29, 2001 and December 29, 2000, and for the quarters and six months ended June 29, 2001 and June 30, 2000, reflect the financial position, results of operations, and cash flows of each of the Parent Guarantor, the Co-Obligors, and such combined information of the Guarantor Subsidiaries and the non-guarantor subsidiaries, principally the operating subsidiaries, (collectively, the "Non-Guarantor Subsidiaries"). The Co-Obligors and Guarantors are wholly–owned subsidiaries of Euramax and are each jointly, severally, fully, and unconditionally liable under the Notes. Separate complete financial statements of each Co–Obligor and Guarantor are not presented because management has determined that they are not material to investors.

						Quarter ended June 29, 2001

						Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals

Net sales						$	—		$	—		$	—		$	—		$	—		$	157,621		$	—		$	157,621

Costs and expenses:
			Cost of goods sold			—			—			—			—			—			125,980			—			125,980
			Selling and general			281			77			—			—			(64		)	15,064			—			15,358
			Depreciation and
			amortization			—			—			—			—			89			4,376			—			4,465

				(Loss) earnings from
					Operations	(281		)	(77		)	—			—			(25		)	12,201			—			11,818

Equity in earnings
of subsidiaries						3,317			1,362			(270		)	1,746			6,084			—			(12,239		)	—
Interest expense, net						(1,250		)	(25		)	(104		)	(87		)	(3,305		)	(1,721		)	—			(6,492		)
Other (expense) income, net						—			(14		)	(11		)	(47		)	(627		)	101			—			(598		)

	Earnings (loss) before
		income taxes				1,786			1,246			(385		)	1,612			2,127			10,581			(12,239		)	4,728
(Benefit) provision for
income taxes						(664		)	(25		)	(28		)	(40		)	(1,190		)	4,225			—			2,278

Net earnings (loss)						$	2,450		$	1,271		$	(357	)	$	1,652		$	3,317		$	6,356		$	(12,239	)	$	2,450

		Quarter ended June 30, 2000

		Euramax International, Inc. (Parent Guarantor)				Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals

Net sales		$		—		$	—		$	—		$	—		$	—		$	163,715		$	—		$	163,715

Costs and expenses:
	Cost of goods sold	—				—			—			—			—			132,076			—			132,076
	Selling and general	907				219			—			—			69			12,730			—			13,925
	Depreciation and
	amortization	—				—			—			—			91			4,210			—			4,301

	(Loss) earnings from
	operations	(907			)	(219		)	—			—			(160		)	14,699			—			13,413

Equity in earnings of
subsidiaries		4,397				1,880			463			2,505			5,415			—			(14,660		)	—
Interest expense, net		(375			)	(26		)	(103		)	(140		)	(725		)	(5,391		)	—			(6,760		)
Other (expense) income, net		—				(9		)	(1,296		)	(59		)	(131		)	957			—			(538		)

	Earnings (loss) before
	income taxes	3,115				1,626			(936		)	2,306			4,399			10,265			(14,660		)	6,115
(Benefit) provision for
income taxes		(319			)	(46		)	(413		)	(62		)	3			3,516			—			2,679

Net earnings (loss)		$	3,434			$	1,672		$	(523	)	$	2,368		$	4,396		$	6,749		$	(14,660	)	$	3,436

		Six months ended June 29, 2001

		Euramax International, Inc. (Parent Guarantor)				Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals

Net sales		$		—		$	—		$	—		$	—		$	—		$	288,834		$	—		$	288,834

Costs and expenses:
	Cost of goods sold	—				—			—			—			—			234,173			—			234,173
	Selling and general	882				135			—			—			(443		)	28,647			—			29,221
	Depreciation and
	amortization	—				—			—			—			181			8,696			—			8,877

	(Loss) earnings from
	operations	(882			)	(135		)	—			—			262			17,318			—			16,563

Equity in earnings
of subsidiaries		2,431				3,680			649			4,361			8,029			—			(19,150		)	—
Interest expense, net		(2,501			)	(50		)	(155		)	(169		)	(6,869		)	(3,308		)	—			(13,052		)
Other income (expense), net		8				32			(1,523		)	(299		)	(2,381		)	1,345			—			(2,818		)

	(Loss) earnings before
	income taxes	(944			)	3,527			(1,029		)	3,893			(959		)	15,355			(19,150		)	693
(Benefit) provision for
income taxes		(1,316			)	(26		)	(490		)	(148		)	(3,390		)	5,691			—			321

Net earnings (loss)		$	372			$	3,553		$	(539	)	$	4,041		$	2,431		$	9,664		$	(19,150	)	$	372

		Six months ended June 30, 2000

		Euramax International, Inc. (Parent Guarantor)				Euramax International Limited (Co-Obligor)					Euramax European Holdings Limited (Co-Obligor)				Euramax European Holdings B.V. (Co-Obligor)				Guarantor Subsidiaries				Non- Guarantor Subsidiaries				Eliminations				Consolidated Totals

Net sales		$		—		$	—			$		—		$		—		$		—		$		305,988		$		—		$		305,988

Costs and expenses:
	Cost of goods sold	—				—				—				—				—				248,903				—				248,903
	Selling and general	1,706				241				—				—				309				25,448				—				27,704
	Depreciation and
	amortization	—				—				—				—				181				7,878				—				8,059

	(Loss) earnings from
	operations	(1,706			)	(241			)	—				—				(490			)	23,759				—				21,322

Equity in earnings of
subsidiaries		6,464				4,568				1,306				6,003				7,264				—				(25,605			)	—
Interest expense, net		(751			)	(50			)	(200			)	(175			)	(113			)	(10,909			)	—				(12,198			)
Other (expense) income, net		—				(9			)	(1,729			)	(2,107			)	(44			)	3,238				—				(651			)

	Earnings (loss) before
	income taxes	4,007				4,268				(623			)	3,721				6,617				16,088				(25,605			)	8,473
(Benefit) provision for
income taxes		(777			)	(55			)	(565			)	(783			)	154				5,713				—				3,687

Net earnings (loss)		$	4,784			$		4,323		$		(58	)	$		4,504		$		6,463		$		10,375		$		(25,605	)	$		4,786

			As of June 29, 2001

			Euramax International, Inc. (Parent Guarantor)				Euramax International Limited (Co-Obligor)				Euramax European Holdings Limited (Co-Obligor)				Euramax European Holdings B.V. (Co-Obligor)				Guarantor Subsidiaries				Non- Guarantor Subsidiaries				Eliminations				Consolidated Totals

			ASSETS
Current assets:
	Cash and equivalents		$	—		$		—		$		—		$		127		$		—		$		7,361		$		—		$		7,488
	Accounts receivable, net		1			29				—				—				—				94,519				—				94,549
	Inventories		—			—				—				—				—				69,259				—				69,259
	Other current assets		26			—				—				—				442				3,357				—				3,825

		Total current assets	27			29				—				127				442				174,496				—				175,121
Property, plant and equipment, net			—			—				—				—				70				110,042				—				110,112
Amounts due from affiliates			95,665			77,897				45,222				6,283				138,306				168,334				(531,707			)	—
Goodwill, net			—			—				—				—				7,941				100,955				—				108,896
Investment in consolidated subsidiaries			120,069			24,493				(10,116			)	25,215				331,286				—				(490,947			)	—
Deferred income taxes			—			169				—				—				13				5,445				—				5,627
Other assets			—			1,763				433				432				902				4,511				—				8,041

			$	215,761		$		104,351		$		35,539		$		32,057		$		478,960		$		563,783		$		(1,022,654	)	$		407,797

			LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Cash overdrafts		$	—		$		—		$		—		$		—		$		(1,008	)	$		3,641		$		—		$		2,633
	Accounts payable		—			—				—				—				65				64,776				—				64,841
	Accrued expenses and other current liabilities		(346		)	351				(1,676			)	104				(3,159			)	27,883				—				23,157
	Current maturities of long-term debt		—			—				—				—				12,735				31,991				—				44,726

		Total current liabilities	(346		)	351				(1,676			)	104				8,633				128,291				—				135,357
Long-term debt, less current maturities			37,216			70,605				27,179				—				43,358				5,042				—				183,400
Amounts due to affiliates			119,727			15,389				15,436				3,453				303,116				74,586				(531,707			)	—
Deferred income taxes			(2,432		)	—				—				—				(75			)	17,738				—				15,231
Other liabilities			—			—				—				—				3,859				9,848				—				13,707

		Total liabilities	154,165			86,345				40,939				3,557				358,891				235,505				(531,707			)	347,695

Shareholders’equity:
	Common stock		500			2				78				23				35,001				6,835				(41,939			)	500
	Additional paid -in capital		65,218			20,726				6,922				9,077				149,085				353,403				(551,211			)	53,220
	Treasury stock		(1,581		)	—				—				—				—				—				—				(1,581			)
	Retained earnings (deficit)		3,437			7,024				(11,083			)	26,579				(57,858			)	(22,540			)	74,665				20,224
	Dividends declared		—			—				—				—				—				(324			)	324				—
	Accumulated other comprehensive loss		(5,978		)	(9,746			)	(1,317			)	(7,179			)	(6,159			)	(9,096			)	27,214				(12,261			)

Total shareholders’ equity			61,596			18,006				(5,400			)	28,500				120,069				328,278				(490,947			)	60,102

			$	215,761		$		104,351		$		35,539		$		32,057		$		478,960		$		563,783		$		(1,022,654	)	$		407,797

			As of December 29, 2000

			Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals

			ASSETS
Current assets:
	Cash and equivalents		$	—		$	—		$	—		$	—		$	27		$	8,107		$	—		$	8,134
	Accounts receivable, net		1			31			—			—			63			73,626			—			73,721
	Inventories		—			—			—			—			—			81,215			—			81,215
	Other current assets		126			—			—			—			1,271			3,424			—			4,821

		Total current assets	127			31			—			—			1,361			166,372			—			167,891
Property, plant and equipment, net			—			—			—			—			109			119,109			—			119,218
Amounts due from affiliates			99,126			77,700			46,240			11,522			333,649			150,246			(718,483		)	—
Goodwill, net			—			—			—			—			8,083			105,241			—			113,324
Investment in consolidated subsidiaries			121,120			23,411			(11,534		)	23,711			130,061			—			(286,769		)	—
Deferred income taxes			—			169			—			—			13			5,433			—			5,615
Other assets			—			1,931			499			524			1,119			2,938			—			7,011

			$	220,373		$	103,242		$	35,205		$	35,757		$	474,395		$	549,339		$	(1,005,252	)	$	413,059

			LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Cash overdrafts		$	—		$	—		$	—		$	—		$	(186	)	$	1,895		$	—		$	1,709
	Accounts payable		—			—			—			—			148			57,827			—			57,975
	Accrued expenses and other current liabilities		790			417			(1,268		)	1,079			505			25,123			—			26,646
	Current maturities of long-term debt		—			—			—			—			551			1,696			—			2,247

		Total current liabilities	790			417			(1,268		)	1,079			1,018			86,541			—			88,577
Long-term debt, less current maturities			37,216			70,605			27,179			—			65,517			32,764			—			233,281
Amounts due to affiliates			120,090			15,168			14,634			7,343			285,305			275,943			(718,483		)	—
Deferred income taxes			(2,430		)	—			—			—			490			18,892			—			16,952
Other liabilities			—			—			—			—			945			9,523			—			10,468

		Total liabilities	155,666			86,190			40,545			8,422			353,275			423,663			(718,483		)	349,278

Shareholders’equity:
	Common stock		500			2			78			23			35,001			6,835			(41,939		)	500
	Additional paid-in capital		65,218			20,726			6,922			9,077			149,085			157,574			(355,382		)	53,220
	Treasury stock		(1,581		)	—			—			—			—			—			—			(1,581		)
	Retained earnings (deficit)		3,065			3,471			(10,544		)	22,538			(60,289		)	(25,719		)	87,330			19,852
	Dividends declared		—			—			—			—			—			(6,485		)	6,485			—
	Accumulated other comprehensive loss		(2,495		)	(7,147		)	(1,796		)	(4,303		)	(2,677		)	(6,529		)	16,737			(8,210		)

Total shareholders’ equity			64,707			17,052			(5,340		)	27,335			121,120			125,676			(286,769		)	63,781

			$	220,373		$	103,242		$	35,205		$	35,757		$	474,395		$	549,339		$	(1,005,252	)	$	413,059

				Six months ended June 29, 2001

				Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals

Net cash (used in)/provided by operating activities				$	(3,098	)	$	(24	)	$	(106	)	$	(573	)	$	(6,556	)	$	16,574		$	(324	)	$	5,893

Cash flows from investing activities:
	Proceeds from sales of assets			—			—			—			—			—			1,259			—			1,259
	Capital expenditures			—			—			—			—			—			(3,003		)	—			(3,003		)

			Net cash used in investing activities	—			—			—			—			—			(1,744		)	—			(1,744		)

Cash flows from financing activities:
	Net borrowings on revolving credit facility			—			—			—			—			1,200			7,513			—			8,713
	Repayment of long-term debt			—			—			—			—			(11,175		)	(1,630		)	—			(12,805		)
	Dividends paid			—			—			—			—			—			(324		)	324			—
	Change in cash overdrafts			—			—			—			—			(822		)	1,746			—			924
	Due to/from affiliates			3,098			24			175			995			17,326			(21,618		)	—			—

		Net cash provided by/(used in) financing activities		3,098			24			175			995			6,529			(14,313		)	324			(3,168		)

Effect of exchange rate changes on cash				—			—			(69		)	(295		)	—			(1,263		)	—			(1,627		)


Net increase/(decrease) in cash and equivalents				—			—			—			127			(27		)	(746		)	—			(646		)
Cash and equivalents at beginning of period				—			—			—			—			27			8,107			—			8,134

Cash and equivalents at end of period				$	—		$	—		$	—		$	127		$	—		$	7,361		$	—		$	7,488

				Six months ended June 30, 2000

				Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated Totals

Net cash (used in)/provided by operating activities				$	(2,462	)	$	(1,687	)	$	(154	)	$	3,698		$	6,350		$	(10,618	)	$	(4,873	)


Cash flows from investing activities:
	Purchases of businesses			—			—			—			—			—			(45,550		)	(45,550		)
	Proceeds from sales of assets			—			—			—			—			—			45			45
	Capital expenditures			—			—			—			—			(28		)	(5,203		)	(5,231		)

			Net cash used in investing activities	—			—			—			—			(28		)	(50,708		)	(50,736		)

Cash flows from financing activities:
	Net borrowings (repayments) on revolving credit facility			—			—			—			—			31,000			(3,911		)	27,089
	Repayment of long-term debt			—			—			—			—			(3,233		)	—			(3,233		)
	Proceeds from long-term debt			—			—			—			—			40,000			—			40,000
	Purchase of treasury stock			(1,581		)	—			—			—			—			—			(1,581		)
	Changes in cash overdrafts			—			—			—			—			(392		)	880			488
	Due to/from affiliates			4,043			1,687			183			(3,595		)	(74,797		)	72,479			—

		Net cash provided by/(used in) financing activities		2,462			1,687			183			(3,595		)	(7,422		)	69,448			62,763

Effect of exchange rate changes on cash				—			—			(29		)	(103		)	—			(626		)	(758		)


Net (decrease)/increase in cash and equivalents				—			—			—			—			(1,100		)	7,496			6,396
Cash and equivalents at beginning of period				—			—			—			—			1,537			11,848			13,385

Cash and equivalents at end of period				$	—		$	—		$	—		$	—		$	437		$	19,344		$	19,781

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

Business Overview

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements included elsewhere in this document, as well as the year-end Consolidated Financial Statements and Management’s Discussion and Analysis included in the Company’s Annual Report on Form 10-K for the year ended December 29, 2000.

The Company is an international producer of value-added aluminum, steel, vinyl and fiberglass fabricated products, with facilities strategically located in the United Kingdom (“U.K.”), The Netherlands, France, and all major regions of the continental United States (“U.S.”). Euramax’s core products include specialty coated coils, aluminum recreational vehicle (“RV”) sidewalls, RV doors, farm and agricultural panels, roofing accessories, metal and vinyl raincarrying systems, soffit and fascia systems, and vinyl replacement windows. The Company’s customers include original equipment manufacturers (“OEMs”) such as RV, commercial panel and transportation industry manufacturers; rural contractors; home centers; manufactured housing producers; distributors; industrial and architectural contractors; and home improvement contractors.

Financial results for the six months ended June 29, 2001, compared to the same period of 2000, reflect continued soft demand in the U.S. RV and manufactured housing markets, generally attributable to the U.S. economic environment. Additionally, in Europe, demand for painted aluminum and steel coil from industrial consumers softened during the second quarter of 2001. Results also reflect weak European currencies relative to the U.S. Dollar. Strong demand from the home center industry for raincarrying systems and accessory products during the second quarter, together with the Gutter World and Global Acquisition which took place in April 2000 (see Note 2 to the Condensed Consolidated Financial Statements), partially offset these weaknesses. These conditions contributed to reduce operating earnings for the six months ended June 29, 2001 to $16.6 million, from $21.3 million in the six months ended June 30, 2000. Approximately $824.5 thousand of this $4.7 million decrease was attributable to weakening European currencies relative to the U.S Dollar.

Results of Operations

Quarter Ended June 29, 2001 as Compared to Quarter Ended June 30, 2000

The following table sets forth the Company’s Statements of Earnings Data expressed as a percentage of net sales:

			Quarters ended

			June 29,		June 30,
			2001		2000

Statements of Earnings Data:
Net sales			100.0	%	100.0	%
Costs and expenses:
	Cost of goods sold		79.9		80.7
	Selling and general		9.8		8.5
	Depreciation and amortization		2.8		2.6

		Earnings from operations	7.5		8.2
Interest expense, net			(4.1	)	(4.1	)
Other expense, net			(0.4	)	(0.3	)

		Earnings before income taxes	3.0		3.8
Provision for income taxes			1.4		1.6

		Net earnings	1.6	%	2.2	%

		Net Sales						Earnings from Operations
		Quarters ended						Quarters ended

		June 29,		June 30,		Increase/		June 29,		June 30,		Increase/
In thousands		2001		2000		(decrease)		2001		2000		(decrease)

United States		$	109,826	$	110,507	(0.6)	%	$	7,814	$	8,075	(3.2)	%
Europe		47,795		53,208		(10.2)	%	4,004		5,338		(25.0)	%

	Totals	$	157,621	$	163,715	(3.7)	%	$	11,818	$	13,413	(11.9)	%

Net Sales. Net sales decreased 3.7% to $157.6 million for the quarter ended June 29, 2001, from $163.7 million for the quarter ended June 30, 2000. The slight net sales decline in the U.S. was principally due to lower net sales of aluminum and laminated fiberglass wall products to the U.S. RV market, in addition to lower net sales of steel and aluminum roofing and siding, particularly to the manufactured housing market. These decreases were substantially offset by an increase in demand for raincarrying systems and accessory products from the home center industry, along with an increase in vinyl window sales to home improvement contractors. The Company’s U.S. subsidiaries are included in the U.S. Fabrication Segment (see Note 9 to the Condensed Consolidated Financial Statements).

Excluding a decline in reported net sales of approximately $3.5 million due to the weakening of foreign exchange rates relative to the U.S. Dollar, second quarter net sales in Europe decreased by approximately 3.7% over the same period in 2000. This decrease included decreases in net sales in the European Roll Coating segment and European Fabrication segment of 4.7% and 1.2%, respectively (see Note 9 to the Condensed Consolidated Financial Statements). Sales in the European Roll Coating segment declined primarily from softening demand from industrial consumers for painted aluminum and steel sold from the United Kingdom and the Netherlands. Sales in the European Fabrication segment declined primarily from reduced volume from RV manufacturers for fabricated doors, windows and wall panels sold from the United Kingdom and France.

Cost of goods sold. Cost of goods sold, as a percentage of net sales, decreased to 79.9% for the quarter ended June 29, 2001, from 80.7% for the quarter ended June 30, 2000. This decrease is primarily attributable to lower raw material costs and lower labor costs.

Selling and general. Selling and general expenses, as a percentage of net sales, increased to 9.8% for the quarter ended June 29, 2001, from 8.5% for the quarter ended June 30, 2000. This increase is primarily attributable to increases in advertising, product warranty and employee benefit costs, together with lower net sales.

Depreciation and amortization. Depreciation and amortization, as a percentage of net sales, was 2.8% for the quarter ended June 29, 2001, compared to 2.6% for the quarter ended June 30, 2000. The increase in depreciation and amortization is primarily the result of business acquisitions and the reduction in net sales.

Earnings from operations. As noted above, earnings from operations in the U.S. declined to $7.8 million for the quarter ended June 29, 2001, from $8.1 million for the quarter ended June 29, 2000, and earnings from operations in Europe decreased to $4.0 million for the quarter ended June 29, 2001, from $5.3 million for the quarter ended June 30, 2000. The decrease in earnings from operations in the U.S. is largely attributable to the impact the slow down in the U.S. economy had on sales to the RV industry and the manufactured housing industry. Cost cutting efforts were not able to offset the declines in sales volume to these industries. The decrease in earnings from operations in Europe is attributable to a decline in sales volume from industrial consumers of painted aluminum and steel sold from the United Kingdom and the Netherlands. Lower European earnings were also due to competitive pricing pressure in the United Kingdom where the strength of the British pound has limited export opportunities to continental Europe. Additionally, the weakening of European currencies relative to the U.S. Dollar reduced reported operating earnings by $330.2 thousand compared to the second quarter of 2000.

Interest expense, net. Net interest expense, decreased to $6.5 million for the quarter ended June 29, 2001, from $6.8 million for the quarter ended June 30, 2000. The decrease in interest expense is primarily due to a reduction in the amount of outstanding long-term debt.

Other expenses, net. Other expenses increased to $598.4 thousand for the quarter ended June 29, 2001, from $538.8 thousand for the quarter ended June 30, 2000. The increase in other expenses is primarily the result of the change in fair value of the Company’s derivative instruments that are not designated as hedges under SFAS 133 (see Note 3 to the Condensed Consolidated Financial Statements). SFAS 133 was adopted by the Company effective December 30, 2000.

Benefit for income taxes. The income tax provision for the period is based on the effective tax rate expected to be applicable for the full year. The effective rate for the provision for income taxes increased to 48.2% from 43.8% for the quarters ended June 29, 2001 and June 30, 2000, respectively. The increase in the effective rate is primarily due to valuation allowances provided for U.S. state net operating losses.

Six Months Ended June 29, 2001 as Compared to Six Months Ended June 30, 2000

The following table sets forth the Company’s Statement of Earnings Data expressed as a percentage of net sales:

			Six months ended

			June 29,		June 30,
			2001		2000
Statements of Earnings Data:
Net sales			100.0	%	100.0	%
Costs and expenses:
	Cost of goods sold		81.1		81.3
	Selling and general		10.1		9.1
	Depreciation and amortization		3.1		2.6

		Earnings from operations	5.7		7.0
Interest expense, net			(4.5	)	(4.0	)
Other expense, net			(1.0	)	(0.2	)

		Earnings before income taxes	0.2		2.8
Provision for income taxes			0.1		1.2

		Net earnings	0.1	%	1.6	%

		Net Sales						Earnings from Operations
		Six months ended						Six months ended

		June 29,		June 30,		Increase/		June 29,		June 30,		Increase/
In thousands		2001		2000		(decrease)		2001		2000		(decrease)

United States		$	187,186	$	195,569	(4.3)	%	$	6,564	$	9,536	(31.2)	%
Europe		101,648		110,419		(7.9)	%	9,999		11,786		(15.2)	%

	Totals	$	288,834	$	305,988	(5.6)	%	$	16,563	$	21,322	(22.3)	%

Net Sales. Net sales decreased 5.6% to $288.8 million for the six months ended June 29, 2001, from $306.0 million for the six months ended June 30, 2000. Sales in the U.S. declined principally due to lower net sales of aluminum and laminated fiberglass wall products to the U.S. RV market, in addition to lower net sales of steel and aluminum roofing and siding to the manufactured housing and rural contractor markets. These decreases were partially offset by an increase in home center sales, an increase in vinyl window sales to home improvement contractors and as a result of the Gutter World, Inc. and Global Expanded Metals, Inc. acquisitions in the second quarter of 2000 (see Note 2 to the Condensed Consolidated Financial Statements). The Company’s U.S. subsidiaries are included in the U.S. Fabrication Segment (see Note 9 to the Condensed Consolidated Financial Statements).

Excluding a decline in reported net sales of approximately $7.9 million due to the weakening of foreign exchange rates relative to the U.S. Dollar, net sales in Europe decreased by approximately 0.8% for the six months ended June 29, 2001, compared to the same period in 2000. This decrease included a decrease in net sales in the European Roll Coating segment of 1.3% and an increase in net sales in the European Fabrication segment of 0.3% (see Note 9 to the Condensed Consolidated Financial Statements). Sales in the European Roll Coating segment declined primarily from softening demand from industrial consumers for painted aluminum and steel from the United Kingdom.

Cost of goods sold. Cost of goods sold, as a percentage of net sales, decreased to 81.1% for the six months ended June 29, 2001, from 81.3% for the six months ended June 30, 2000. This decrease is primarily attributable to lower raw material costs and lower labor costs.

Selling and general. Selling and general expenses, as a percentage of net sales, increased to 10.1% for the six months ended June 29, 2001, from 9.1% for the six months ended June 30, 2000. This increase is primarily attributable to an increase in advertising, product warranty and employee benefit costs, together with lower net sales.

Depreciation and amortization. Depreciation and amortization, as a percentage of net sales, was 3.1% for the six months ended June 29, 2001, compared to 2.6% for the six months ended June 30, 2000. This increase in depreciation and amortization is primarily the result of business acquisitions and the reduction in net sales.

Earnings from operations. As noted above, earnings from operations in the U.S. declined to $6.6 million for the six months ended June 29, 2001, from $9.5 million for the six months ended June 29, 2000, and earnings from operations in Europe decreased to $10.0 million for the six months ended June 29, 2001, from $11.8 million for the six months ended June 30, 2000. The decrease in earnings from operations in the U.S. is largely attributable to the impact the slow down in the U.S. economy had on sales to the RV, manufactured housing and rural contractor industries. Cost cutting efforts were not able to offset the declines in sales volume to these industries. The decrease in earnings from operations in Europe is partially attributable to the weakening of European currencies relative to the U.S. Dollar, which reduced reported operating earnings by $824.5 thousand compared to same period in 2000. Additionally, lower European earnings resulted from competitive pricing pressure in the United Kingdom and an increase in selling and general expenses.

Interest expense, net. Net interest expense, increased to $13.1 million for the six months ended June 29, 2001, from $12.2 million for the six months ended June 30, 2000. The increase in interest expense is primarily due to additional borrowings in April 2000 relating to the Gutter World and Global Acquisition.

Other expenses, net. Other expenses increased to $2.8 million for the six months ended June 29, 2001, from $651.5 thousand for the six months ended June 30, 2000. The increase in other expenses is primarily the result of the change in fair value of the Company’s derivative instruments that are not designated as hedges under SFAS 133 (see Note 3 to the Condensed Consolidated Financial Statements). SFAS 133 was adopted by the Company effective December 30, 2000.

Benefit for income taxes. The income tax provision for the period is based on the effective tax rate expected to be applicable for the full year. The effective rate for the provision for income taxes increased to 46.3% from 43.5% for the six months ended June 29, 2001 and June 30, 2000, respectively. The increase in the effective rate is primarily due to valuation allowances provided for U.S. state net operating losses.

Liquidity and Capital Resources

Liquidity. The Company’s primary liquidity needs arise from debt service incurred in connection with acquisitions and the funding of capital expenditures. The Company’s liquidity sources at June 29, 2001 included $56.0 million fully available under its revolving credit facility and $7.5 million in cash. Effective March 19, 2001, the Company amended its Credit Agreement to, among other items, lower the minimum EBITDA requirement and the interest coverage ratio and raise the total leverage ratio. The Company anticipates that these changes will provide flexibility sufficient to prevent an event of default during 2001 resulting from a breach of restrictive covenants, although no assurance to that effect can be given.

The Company’s leveraged financial position requires that a substantial portion of the Company’s cash flow from operations be used to pay interest on the Notes, principal and interest under the Company’s Credit Agreement and other indebtedness. Significant increases in the floating interest rates on the Term Loans and Revolving Credit Facility would result in increased debt service requirements, which may reduce the funds available for capital expenditures and other operational needs. In addition, the Company’s leveraged position may impede its ability to obtain financing in the future for working capital, capital expenditures and general corporate purposes. Further, the Company’s leveraged position may make it more vulnerable to economic downturns, may limit its ability to withstand competitive pressures, and may limit its ability to comply with restrictive financial covenants required under its Credit Agreement.

The Company’s primary source of liquidity is funds generated from operations, which are supplemented by borrowings under the Credit Agreement. Net cash provided by (used in) operating activities for the six months ended June 29, 2001 and June 30, 2000, were $5.9 million and $(4.9) million, respectively. The increase in cash provided by operating activities for the six months ended June 29, 2001, compared to the six months ended June 30, 2000, is primarily related to a reduction in inventory levels resulting from a focused effort to reduce working capital levels.

Net cash used in investing activities decreased to $1.7 million for the six months ended June 29, 2001, from $50.7 million for the six months ended June 30, 2000. This decrease is primarily a result of the Gutter World and Global Acquisition which occurred in April 2000.

Net cash (used in) provided by financing activities decreased to $(3.2) million for the six months ended June 29, 2001, from $62.8 million for the six months ended June 29, 2000, primarily due to borrowings under the Credit Agreement which occurred in April 2000 related to the Gutter World and Global Acquisition. Additionally, the decrease in net cash (used in) provided by financing activities resulted from reduced borrowings under the Credit Agreement as a result of lower working capital needs in the six months ended June 29, 2001, compared to the six months ended June 30, 2000.

The above-noted sources are expected to provide the liquidity required, if necessary, to supplement cash from operations, although no assurance to that effect can be given.

Capital Expenditures. The Company’s capital expenditures were $3.0 million and $5.2 million for the six months ended June 29, 2001 and June 30, 2000, respectively. Capital expenditures in 2001 include approximately $505.2 thousand for improvements to the paintlines in Helena, Arkansas; Corby, England; and Roermond, The Netherlands; and approximately $1.5 million for several projects related to business expansion. Capital expenditures in 2000 included approximately $2.2 million for several projects related to business expansion and cost reduction activities, and approximately $758.0 thousand for improvements to the paintlines in Helena, Arkansas; Roermond, the Netherlands; and Corby, England. The balance of capital expenditures in both periods related to purchases and upgrades of fabricating equipment, transportation and material moving equipment, and information systems.

The Company has made and will continue to make capital expenditures to comply with Environmental Laws. The Company estimates that its environmental capital expenditures for 2001 will approximate $150.0 thousand.

Working Capital Management. Working capital was $39.8 million as of June 29, 2001, compared to $79.3 million as of December 29, 2000. The decrease in working capital is largely attributable to the classification of the Company’s revolving credit facility within current maturities of long-term debt as of June 29, 2001. The revolving credit facility was classified as long-term debt as of December 29, 2000. Additionally, inventories have declined $12.0 million from December 29, 2000 to June 29, 2001, resulting from a focused effort to reduce working capital levels. Partially offsetting these reductions in working capital was a seasonal increase in trade accounts receivable.

Environmental Matters

The Company’s exposure to environmental matters has not changed significantly from the year ended December 29, 2000. For detailed information regarding environmental matters, see “Management’s Discussion and Analysis – Risk Management” set forth in the Company’s Annual Report on Form 10-K for the year ended December 29, 2000.

Note Regarding Forward-Looking Statements: The Management’s Discussion and Analysis and other sections of this Form 10-Q may contain forward-looking statements that are based on current expectations, estimates and projections about the industries in which the Company operates, and management’s beliefs and assumptions. Such forward-looking statements include terminology such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” or variations of such words and similar expressions regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in this report include, but are not limited to: (1) statements regarding the Company's belief that borrowings under the revolving credit facility will be refinanced prior to its maturity; (2) statements regarding the Company anticipating the amendment to the Credit Agreement dated March 19, 2000, provides flexibility sufficient to prevent an event of default during 2001 resulting from a breach of restrective covenants; and (3).statements regarding the Company’s expectation that its sources of liquidity will provide the liquidity required, if necessary, to supplement lower cash flow from operations. These forward-looking statements are based on a number of assumptions that could ultimately prove inaccurate, and, therefore, there can be no assurance that they will prove to be accurate. All such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Important factors that could cause future financial performance to differ materially and significantly from past results and from those expressed or implied in this document include, without limitation, the risks of acquisition of businesses (including limited knowledge of the businesses acquired and misrepresentations by sellers), changes in business strategy or development plans, the cyclical demand for the Company’s products, the supply and/or price of aluminum and other raw materials, currency exchange rate fluctuations, environmental regulations, availability of financing, competition, reliance on key management personnel, ability to manage growth, loss of customers, and a variety of other factors. For further information on these and other risks, see the “Risk Factors” section of Item 1 of the Company’s Annual Report on Form 10-K for the year ended December 29, 2000, as well as the Company’s other filings with the Securities and Exchange Commission. The Company assumes no obligation to update publicly its forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The following discussion about the Company’s risk-management activities includes forward-looking statements that involve risk and uncertainties. Actual results could differ materially from those projected in the forward-looking statement. See “Note Regarding Forward Looking Statements” for additional information regarding the Private Securities Litigation Reform Act. The Company’s management of market risk from changes in interest rates, exchange rates and commodity prices has not changed from the year ended December 29, 2000. For detailed information regarding the Company’s risk management, see “Management’s Discussion and Analysis – Risk Management” and "Item 7A. Quantitative and Qualitative Disclosures about Market Risk” set forth in the Company’s Annual Report on Form 10-K for the year ended December 29, 2000.

Interest Rate Risk

This analysis presents the hypothetical loss in fair value and increase in interest expense of those financial instruments and derivative instruments held by the Company at June 29, 2001, which are sensitive to changes in interest rates. All other factors remaining unchanged, a hypothetical 10 percent increase in interest rates would decrease the fair value of the Company’s fixed-rate, long-term debt outstanding at June 29, 2001, by approximately $6.2 million, based upon the use of a discounted cash flow model, as compared to a hypothetical decrease in fair value of approximately $6.7 million at December 29, 2000.

A hypothetical 10 percent increase in interest rates for one year on the Company’s variable rate financial instruments and derivative instruments would increase interest expense by approximately $800.8 thousand as calculated at June 29, 2001, compared to a hypothetical increase in interest expense of approximately $919.0 thousand as calculated at December 29, 2000.

Foreign Currency Exchange Risk

This analysis presents the hypothetical increase in foreign exchange loss and increase in interest expense related to those financial instruments and derivative instruments held by the Company at June 29, 2001, which are sensitive to changes in foreign currency exchange risks. A hypothetical 10 percent decrease in foreign currency exchange rates would increase the Company’s foreign exchange loss by approximately $935.0 thousand for those financial instruments and derivative instruments affected by foreign currency exchange fluctuations, as compared to a hypothetical increase in foreign exchange loss of approximately $844.2 thousand for the year ended December 29, 2000.

All other factors remaining unchanged, a hypothetical 10 percent increase in foreign currency exchange rates for one year would increase interest expense by approximately $498.7 thousand as calculated at June 29, 2001, for those financial instruments and derivative instruments affected by foreign currency exchange fluctuations, as compared to a hypothetical increase in interest expense of approximately $497.3 thousand as calculated at December 29, 2000.

Part II - - Other Information

Item 6. Exhibits and Reports on Form 8-K

(a)(1) The following consolidated financial statements of Euramax International, Inc. and its subsidiaries are included in Part I, Item 1.

Condensed Consolidated Statements of Operations for the quarters and six months ended June 29, 2001 and June 30, 2000

Condensed Consolidated Balance Sheets at June 29, 2001 and December 29, 2000

Condensed Consolidated Statements of Cash Flows for the six months ended June 29, 2001 and June 30, 2000

Notes to Condensed Consolidated Financial Statements

(b) The Company filed no reports on Form 8-K during the three months ended June 29, 2001.

2.1**	Purchase Agreement dated as of April 28, 1997, among the Company and Genstar Capital Corporation (“GCC”), Ontario Teachers’ Pension Plan Board and the Management Stockholders of Gentek Holdings, Inc. (“Holdings”) as sellers GCC as sellers’ representative; Holdings and Gentek Building Products, Inc. (“GBPI”). (Incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed August 1, 1997).
2.2******	Proposals for the acquisition of the entire issued share capital of Euramax International Limited by Euramax International, Inc. to be effected by means of a Scheme Arrangement under Section 425 of the Companies Act 1985
2.3********	Purchase Agreement dated as of March 10, 2000, by and between Amerimax Home Products, Inc., Gutter World, Inc. and Global Expanded Metals, Inc., and all of the stockholders of Gutter World, Inc. and Global Expanded Metals, Inc.
3.1*	Articles of Association of Euramax International plc
3.2*	Memorandum and Articles of Association of Euramax European Holdings plc
3.3*	Articles of Association of Euramax International B.V.
3.4*	Articles of Incorporation of Amerimax Holdings, Inc.
3.5*	Bylaws of Amerimax Holdings, Inc.
4.3*	Indenture, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and the Chase Manhattan Bank, as Trustee.
4.4*	Deposit Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., and The Chase Manhattan Bank, as book–entry depositary
4.5*	Registration Rights Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co.
4.6*	Purchase Agreement dated as of September 18, 1996, by and among Euramax International Ltd., Euramax European Holdings Ltd., Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co.
4.7*******	Supplemental Indenture, dated as of November 18, 1999, among Euramax International Limited, Euramax European Holdings plc, Euramax European Holdings, B.V., as Issuers, Amerimax Holdings, Inc., as Guarantor, and The Chase Manhattan Bank, as Trustee
4.8*******	Amended and Restated Supplemental Indenture, dated as of December 14, 1999, among Euramax International Limited, Euramax European Holdings plc, Euramax European Holdings, B.V., as Issuers, Amerimax Holdings, Inc., as Guarantor, and The Chase Manhattan Bank, as Trustee
10.1*	Purchase Agreement, dated as of June 24, 1996, by and between Euramax International Ltd. and Alumax Inc.
10.2*	Executive Employment Agreement, dated as of September 25, 1996, by and between J. David Smith and Euramax International plc
10.5*	Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of Banque Paribas, as agent
10.6*	Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in favor of Banque Paribas, as agent
10.7*	Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Home Products, Inc. in favor of Banque Paribas, as agent
10.8*	Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Building Products, Inc. in favor of Banque Paribas, as agent
10.9*	Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Coated Products, Inc. in favor of Banque Paribas, as agent
10.10*	Domestic Security Agreement, dated as of September 25, 1996, by Johnson Door Products, Inc. in favor of Banque Paribas, as agent
10.11*	Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Specialty Products, Inc. in favor of Banque Paribas, as agent
10.12*	Domestic Subsidiary Guaranty, dated as of September 25, 1996, by each of Amerimax Home Products, Inc., Amerimax Specialty Products, Inc., Amerimax Building Products, Inc., Amerimax Coated Products and Johnson Door Products, Inc. in favor of the Guarantied Parties referred to therein
10.13*	U.S. Holdings Guaranty, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of the Guaranteed Parties referred to therein
10.14*	U.S. Holdings Pledge Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc., to Banque Paribas, as Agent
10.15*	U.S. Operating Co. Guaranty, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in favor of the Guarantied Parties referred to therein
10.16*	U.S. Operating Co. Pledge Agreement dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. to Banque Paribas, as Agent
10.17*	Euramax Assignment Agreement, dated as of September 25, 1996, by Euramax International plc in favor of Banque Paribas, as Agent
10.18*	Euramax Pledge Agreement, dated as of September 25, 1996, by Euramax International plc to Banque Paribas, as Agent
10.19*	Building Products Pledge Agreement, dated as of September 25, 1996, by Amerimax Building Products, Inc. to Banque Paribas, as Agent
10.20*	Dutch Holdings Guaranty, dated as of September 25, 1996, by Euramax European Holdings B.V. in favor of the Guarantied Parties referred to therein
10.21*	Dutch Company Guaranty, dated as of September 25, 1996, by Euramax Netherlands B.V., in favor of the Guarantied Parties referred to therein
10.22*	Dutch Operating Co. Guaranty, dated as of September 25, 1996, by Euramax Europe B.V., in favor of the Guarantied Parties referred to therein
10.23*	Dutch Subsidiary Guaranty, dated as of September 25, 1996, by Euramax Coated Products B.V., in favor of the Guarantied Parties referred to therein
10.24***	Amended and Restated Credit Agreement, dated as of July 16, 1997, by and among Amerimax Fabricated Products, Euramax Holdings Limited, Euramax Europe B.V., Euramax Netherlands B.V., as Borrowers; Euramax International plc, Amerimax Holdings, Inc., Euramax European Holdings plc, Euramax European Holdings B.V., Euramax Europe Limited and certain of their operating subsidiaries, as other Loan Parties; Banque Paribas, as Agent, as a Lender and as the Issuer; and the other lenders named therein. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q for the quarter ended June 28, 1997.)
10.25***	Amendment to Credit Agreement, dated as of December 18, 1997, by and among Amerimax Fabricated Products, Euramax Holdings Limited, Euramax Europe B.V., Euramax Netherlands B.V., as Borrowers; Euramax International plc, Amerimax Holdings, Inc., Euramax European Holdings plc, Euramax European Holdings B.V., Euramax Europe Limited and certain of their operating subsidiaries, as other Loan Parties; Banque Paribas, as Agent, as a Lender and as the Issuer; and the other lenders named therein. (Incorporated by reference to Exhibit 10.25 of the Registrant’s Form 10-K for the year ended December 26, 1997.)
10.26****	Incentive Compensation Plan effective January 1, 1997, by Euramax International Limited
10.27****	Phantom Stock Plan effective January 1, 1999, by Euramax International Limited
10.28*****	Amendment and Waiver dated as of April 6, 1999, among Euramax International Limited, and its subsidiaries, Paribas (as Agent and Lender), and the Lenders, to the Amended and Restated Credit Agreement dated as of July 16, 1997
10.29*******	Amendment, dated as of December 8, 1999, among Euramax International Limited, the other Loan Parties, the Swing Loan Lender and the Issuer and Paribas, as Agent, to (a) the Amended and Restated Credit Agreement, dated as of July 16, 1997 and (b) the other Loan Documents
10.30*******	Amendment and Consent, dated as of December 9, 1999, among Euramax International Limited, the other Loan Parties, the Swing Loan Lender and the Issuer and Paribas, as Agent, to (a) Amended and Restated Credit Agreement, dated as of July 16, 1997 and (b) the other Loan Documents
10.31*********	Amendment and Waiver dated as of April 10, 2000, among Euramax International, Inc. and its subsidiaries, Paribas (as Agent and Lender), and the Lenders, to the Amended and Restated Credit Agreement dated as of July 16, 1997
10.32**********	Amendment and Waiver dated as of March 19, 2001, among Euramax International, Inc. and its subsidiaries, Paribas (as Agent and Lender), and the Lenders, to the Amended and Restated Credit Agreement dated as of July 16, 1997

*	Incorporated by reference to the Exhibit with the same number in the Registrant’s Registration Statement on Form S-4 (333-05978) which became effective on February 7, 1997.
**	Incorporated by reference to the Exhibit with the same number in the Registrant’s Annual Report on Form 10-K (333-05978) which was filed on March 12, 1998.
***	Incorporated by reference to the Exhibit with the same number in the Registrant’s Annual Report on Form 10-K (333-05978) which was filed on March 15, 1999.
****	Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on April 26, 1999.
*****	Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on August 2, 1999.
******	Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on November 3, 1999.
*******	Incorporated by reference to the Exhibit with the same number in the Registrant’s Annual Report on Form 10-K (333-05978) which was filed on March 23, 2000.
********	Incorporated by reference to Exhibit 2.2 in the Registrant’s Current Report on Form 8-K (333-05978) which was filed on April 24, 2000.
*********	Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on August 10, 2000.
**********	Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on May 10, 2001.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, Euramax International, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EURAMAX INTERNATIONAL, INC.

Signature	Title	Date


/s/ J. DAVID SMITH	Chief Executive Officer and President	August 9, 2001

J. David Smith

/s/ R. SCOTT VANSANT	Chief Financial Officer and Secretary	August 9, 2001

R. Scott Vansant