UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 2003
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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Rule 12b-2).

o  Yes  ý  No

As of November 10, 2003, Registrant had outstanding 492,495.79 shares of Class A common stock and no shares of Class B common stock.

EXPLANATORY NOTE

This quarterly report on Form 10-Q/A amends the Registrant’s quarterly report on Form 10-Q for the period ended September 26, 2003, which was originally filed on November 10, 2003.  This amendment reflects comments to our original report on Form 10-Q received from the Staff of the Securities and Exchange Commission in connection with their review of our registration statement on Form S-4, which was filed on November 4, 2003. Specifically, we are amending the following items:

•Part I – Financial Information, Item 1. Financial Statements, Footnote 3.  Summary of Significant Account Policies.  “Goodwill”

•Part I – Financial Information, Item 1.  Financial Statements, Footnote 10. Segment Information

•Part I – Financial Information, Item 1.  Financial Statements, Footnote 13. Subsequent Events

•Part I – Financial Information, Item 1.  Financial Statements, Footnote 14. Supplemental Condensed Consolidating Financial Statements

•Part I – Financial Information. Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Except as expressly noted above or as otherwise expressly noted herein, the information in this quarterly report is current only as of September 26, 2003, and we have not attempted to update any such information based on events subsequent to that date.

Part I—Financial Information

Item 1. Financial Statements

Euramax International, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
(Thousands of U.S. Dollars)
(Unaudited)

	Predecessor			Successor			Predecessor						Successor
	Three monthsendedSeptember 27,2002			Three monthsendedSeptember 26,2003			Nine months endedSeptember 27,2002			Five monthsended May 23, 2003			Four monthsendedSeptember 26,2003
Net sales	$	175,183		$	201,117		$	479,811		$	260,615		$	278,311
Costs and expenses:
Cost of goods sold	138,832			160,160			377,949			208,420			224,064
Selling and general	16,070			18,423			47,019			26,153			26,582
Depreciation and amortization	3,391			4,417			9,840			6,276			5,988
Earnings from operations	16,890			18,117			45,003			19,766			21,677
Interest expense, net	(5,913		)	(5,414		)	(17,146		)	(9,126		)	(7,257		)
Other income (expense), net	184			(561		)	726			506			(587		)
Earnings before income taxes	11,161			12,142			28,583			11,146			13,833
Provision for income taxes	4,333			4,512			11,115			4,254			5,074
Net earnings	$	6,828		$	7,630		$	17,468		$	6,892		$	8,759

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

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Euramax International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Thousands of U.S. Dollars)

(Unaudited)

	PredecessorDecember 27, 2002			SuccessorSeptember 26,2003
ASSETS
Current assets:
Cash and equivalents	$	11,646		$	37,019
Accounts receivable, net	88,508			125,067
Inventories	78,480			88,505
Other current assets	5,081			7,913
Total current assets	183,715			258,504
Property, plant and equipment, net	112,037			127,532
Goodwill, net	110,799			158,468
Deferred income taxes	4,975			4,809
Other assets	4,914			13,522
	$	416,440		$	562,835
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Cash overdrafts	$	1,880		$	714
Accounts payable	57,104			85,401
Accrued expenses and other current liabilities	34,251			47,220
Total current liabilities	93,235			133,335
Long-term debt, less current maturities	196,972			222,451
Deferred income taxes	19,421			21,941
Other liabilities	20,593			28,013
Total liabilities	330,221			405,740
Shareholders’equity:
Common stock	500			500
Additional paid-in capital	53,220			155,495
Treasury stock	(2,056		)	(1,964		)
Restricted stock	—			(3,573		)
Retained earnings	44,439			8,759
Accumulated other comprehensive loss	(9,884		)	(2,122		)
Total shareholders’ equity	86,219			157,095
	$	416,440		$	562,835

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

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Euramax International, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Thousands of U.S. Dollars)

(Unaudited)

	Predecessor						Successor
	Nine months endedSeptember 27,2002			Five months endedMay 23, 2003			Four months ended September 26,2003
Net cash provided by (used in) operating activities	$	10,592		$	(12,045	)	$	35,829
Cash flows from investing activities:
Proceeds from sales of assets	474			35			281
Capital expenditures	(4,583		)	(4,944		)	(2,919		)
Net cash used in investing activities	(4,109		)	(4,909		)	(2,638		)
Cash flows from financing activities:
Net borrowings (repayments) on revolving credit facility	33,655			18,264			(81,679		)
Issuance of long term debt	—			—			200,000
Repayment of long-term debt, including premium	(38,951		)	—			(115,986		)
Changes in cash overdrafts	(430		)	2,603			(3,769		)
Proceeds from settlement of currency swap	2,790			—			—
Issuance of common stock from shares held in treasury	—			—			353
Purchase of treasury stock	(475		)	(2,556		)	(80		)
Deferred financing fees	(1,520		)	(116		)	(8,363		)
Net cash (used in) provided by financing activities	(4,931		)	18,195			(9,524		)
Effect of exchange rate changes on cash	1,464			778			(313		)
Net increase in cash and equivalents	3,016			2,019			23,354
Cash and equivalents at beginning of period	5,897			11,646			13,665
Cash and equivalents at end of period	$	8,913		$	13,665		$	37,019

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

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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 accounting principles generally accepted in the United States for interim financial information and with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States 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, except for the 2003 Stock Transaction described in Note 2, 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 27, 2002. The Company’s sales are somewhat seasonal, with the second and third quarters typically accounting for the highest sales volumes. Operating results for the period ended September 26, 2003, are not necessarily indicative of future results that may be expected for the year ending December 26, 2003.

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

Certain 2002 amounts have been reclassified to conform to current year presentation.

2.2003 Stock Transaction

On April 15, 2003, Citigroup Venture Capital Equity Partners, L.P. (“CVCEP”) and Citigroup Venture Capital Ltd. (“CVC”), entered into a definitive purchase agreement with CVC European Equity Partners, L.P. and CVC European Equity Partners (Jersey), L.P. (collectively “CVC Europe”), BNP Paribas, independent directors and certain members of management to purchase, for approximately $106.0 million, all of the shares of the Company held by CVC Europe and BNP Paribas, and a portion of the shares held by independent directors and management (“2003 Stock Transaction”). The 2003 Stock Transaction was completed on June 12, 2003, with CVCEP purchasing 265,762.48 shares of the Company’s Class A Common Stock. After the completion of this transaction CVCEP and CVC collectively owned approximately 88.5% of the issued and outstanding shares of the Company, with management of CVCEP and directors and management of the Company holding the remaining shares. Prior to the 2003 Stock Transaction, CVC owned approximately 34.5% of the issued and outstanding shares of the Company. CVCEP is ultimately controlled by Citigroup, Inc. through limited and general partnership interests owned by its subsidiaries. CVC Europe is a group of limited partnerships in which Citigroup, Inc. owns a minority interest, but does not have management rights or control rights. This substantial change in ownership arising from CVCEP’s acquisition of the Company’s stock, together with the Company’s subsequent issuance of senior subordinated notes (see Note 13), required that the purchase price paid in excess of the book value of the Company’s equity acquired be 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. The allocation was based upon preliminary estimates by management of the fair market values of identifiable assets and liabilities, with the remainder allocated to goodwill. The liabilities assumed

5

included approximately $3.4 million of fees related to the transaction, which were paid by the Company on behalf of its shareholders. The Company is currently completing valuations of its assets and pension liabilities. The final allocation of the purchase price, which is subject to revision when valuations are completed, may materially differ from the preliminary estimates. The goodwill generated from this transaction is not deductible for income tax purposes. The purchase price has been allocated as follows:

Purchase price	$	105,981
Less: Company equity acquired	53,628
Increase in basis	$	52,353
Allocation of increase in basis
Record fair value of inventories	$	4,000
Record fair value of property, plant and equipment	16,000
Record fair value of senior subordinated notes	(2,040		)
Record fair value of pension liability	(6,987		)
Record fair value of deferred financing fees	(1,000		)
Record fair value of patent (15 year life)	2,500
Transaction fees	(3,350		)
Record income taxes for effect of step-up in basis of assets and transaction fees	(4,082		)
Increase to goodwill, net	47,312
	$	52,353

The following unaudited pro-forma information presents the results of operations of the Company as if the 2003 Stock Transaction had occurred as of the beginning of the period presented. The pro-forma information is not necessarily indicative of what would have occurred had the 2003 Stock Transaction been completed at that time, nor is it indicative of future results of operations. The pro-forma amounts give effect to appropriate adjustments for the fair value of the assets acquired, liabilities assumed, amortization of property, plant and equipment, intangibles and restricted stock, incurrence of the advisory fees owed to CVC Management and income taxes.

	Three monthsended September 27, 2002		Three monthsended September 26,2003		Nine monthsendedSeptember 27,2002		Nine monthsended September 26,2003
Pro-forma net sales	$	175,183	$	201,117	$	479,811	$	538,926
Pro-forma net earnings	6,370		7,630		16,155		15,132

3.Summary of Significant Accounting Policies:

For information regarding significant accounting policies, see Note 2 to the Consolidated Financial Statements of the Company for the year ended December 27, 2002, set forth in the Company’s Annual Report on Form 10-K.

Goodwill

Goodwill increased $47.3 million from December 27, 2002 to September 26, 2003 as a result of applying the purchase method of accounting to the 2003 Stock Transaction, as described in Note 2, partially offset by the reversal of goodwill related to the resolution of a tax contingency. The remaining change in goodwill is a result of the change in foreign exchange rates used in converting the local currency goodwill balance into U.S. Dollars.  The Company reviews the carrying value of its goodwill for impairment annually, on the first day of the Company’s fiscal fourth quarter.

6

Stock Based Compensation

As permitted by SFAS No. 123, “Accounting for Stock-Based Compensation”, the Company has elected to apply APB No. 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for stock options issued under its equity compensation plan (see Note 11). Had compensation expense related to these stock options been determined based upon the fair value method under SFAS No. 123, net income would have been impacted as follows:

		Predecessor		Successor			Predecessor				Successor
		Three monthsendedSeptember 27,2002		Three monthsended September 26,2003			Nine monthsended September 27,2002		Five monthsended May 23, 2003		Four monthsended September 26,2003
Net income, as reported		$	6,828	$	7,630		$	17,468	$	6,892	$	8,759
Add:	Stock-based employee compensation cost included in reported net income, net of related tax effects	—		—			—		—		143
Less:	Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects	—		(46		)	—		—		(205		)
Pro forma net income		$	6,828	$	7,584		$	17,468	$	6,892	$	8,697

The fair value of each option is estimated using the Black-Scholes option-pricing model using a risk free interest rate of 3.20%, an expected option life of 5 years, no volatility and no dividends.

Recent Accounting Pronouncements

In April 2002, the FASB issued Statement No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections” (“SFAS No. 145”). Among other items, SFAS No. 145 updates and clarifies existing accounting pronouncements related to reporting gains and losses from the extinguishment of debt and certain lease modifications that have economic effects similar to sale-leaseback transactions. SFAS No. 145 became effective for the Company on the first day of fiscal year 2003.  The Company recorded interest expense and other expense, net of tax, of approximately $0.3 million and $0.9 million, respectively, and expects to record an additional $1.0 million of interest expense in the fourth quarter of 2003. These items represent unamortized deferred financing fees and the amount paid in excess of the carrying value of the retired debt related to the senior subordinated notes purchased or redeemed as described in Note 13. Prior to the adoption of SFAS No. 145 the Company would have recognized this amount as an extraordinary loss, net of tax.

In December 2002, the FASB issued Statement No. 148, “Accounting for Stock-Based Compensation, Transition and Disclosure” (“SFAS No. 148”). SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also amends the disclosure requirements of SFAS No. 123 to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based compensation and the pro forma effect on net income had the fair value of the options been expensed. The disclosure requirements of SFAS No. 148 became effective at its issuance. The adoption of SFAS No. 148 did not have a material impact on the Company’s financial position or results of operations in fiscal year 2003.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”), which addresses consolidation of variable interest entities. FIN 46 requires a

7

variable interest entity to be consolidated by a parent company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. A variable interest entity is a corporation, partnership, trust or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. For older entities, these requirements will begin to apply in the first fiscal year or interim period beginning after December 15, 2003. The Company is currently evaluating FIN 46, but the adoption of FIN 46 is not expected to have a material impact on the Company’s financial position or results of operations in fiscal year 2003.

In April 2003, the FASB issued Statement No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS No. 149”). SFAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative, amends the definition of an underlying contract and clarifies when a derivative contains a financing component in order to increase the comparability of accounting practices under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 is not expected to have a material impact on the Company’s financial position or results of operations in fiscal year 2003.

4.Inventories:

Inventories were comprised of:

	PredecessorDecember 27, 2002		Successor September 26, 2003
Raw materials	$	60,281	$	61,778
Work in process	2,587		7,092
Finished products	15,612		19,635
	$	78,480	$	88,505

Inventories are net of related reserves totaling $3.8 million at December 27, 2002 and $4.0 million at September 26, 2003.

5.Long-Term Obligations:

Long-term obligations consisted of the following:

	PredecessorDecember 27, 2002		Successor September 26, 2003
Credit agreement:
Revolving credit facility	$	61,972	$	—
8.50% senior subordinated notes due 2011	—		200,000
11.25% senior subordinated notes due 2006	135,000		22,451
	$	196,972	$	222,451

As of September 26, 2003, $110.0 million was available under the revolving credit facility.

On July 10, 2003, the Company commenced an offer to purchase and solicitation of consents for the outstanding $135.0 million 11.25% senior subordinated notes due 2006 (the “11.25% Notes”),

8

subject to the receipt of a consent from the holders of a majority of the principal amount thereof. On August 6, 2003, the Company issued $200.0 million 8.5% senior subordinated notes due 2011 (the “Old Notes”). The Company’s proceeds from the issuance of the Old Notes, net of debt issuance costs, were approximately $191.3 million. On August 8, 2003, the Company used the proceeds of the Old Notes to purchase approximately $112.9 million of the 11.25% Notes that had been validly tendered, for approximately $120.4 million, including premium and accrued and unpaid interest. Following the purchase of the 11.25% Notes accepted in the tender offer, approximately $22.1 million in aggregate principal amount of the 11.25% Notes remained outstanding.

Euramax International, Inc. and Euramax International Holdings, B.V., a newly acquired Netherlands holding company, are each co-obligors on the Old Notes. Each of Euramax International, Inc.’s U.S. subsidiaries are guarantors of the Old Notes. Interest on the Old Notes is payable semi-annually in arrears on February 15 and August 15 of each year. The Old Notes may be redeemed at the option of the Company, in whole or in part, under the conditions as 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 August 15 of the years indicated:

Year	Percentage
2007	104.250	%
2008	102.125	%
2009 and thereafter	100.000	%

Additionally, at any time on or before August 15, 2006, the issuers may redeem up to 35% of the aggregate principal amount of the Old Notes with the proceeds of qualified equity offerings at a redemption price equal to 108.5% of the principal amount plus accrued and unpaid interest. Upon a change of control, the Company may be required to offer to purchase the Old Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.

Under a registration rights agreement executed as part of the offering of the Old Notes, the Company is required to exchange the Old Notes for new notes (“New Notes”), with terms substantially identical to the Old Notes, except the New Notes will be registered under the Securities Act of 1933 and the transfer restrictions and registration rights applicable to the Old Notes will not apply to the New Notes.

6.Financial Instruments:

On August 8, 2003, the Company used the proceeds from the issuance of the Old Notes to repay a portion of the outstanding 11.25% Notes and a portion of the revolving credit facility. As a result of this repayment the Company’s Pound Sterling Swap and Interest Rate Swap (both as described in the Company’s Annual Report on Form 10-K for the year ended December 27, 2002) became ineffective hedges and no longer qualified for hedge accounting. The balance on the Interest Rate Swap of $0.1 million remaining in other comprehensive income on the date it became ineffective will be amortized into earnings over the original term of the agreement as other income. There was no balance on the Pound Sterling Swap remaining in other comprehensive income at the time it became an ineffective hedge. Changes in fair market value on the Interest Rate Swap and Pound Sterling Swap subsequent to the hedges becoming ineffective are recognized in current earnings during the period of change. During the three months ended September 26, 2003, the Company recognized other expense, net of taxes, of $0.5 million as a result of the ineffectiveness of the Interest Rate Swap and Pound Sterling Swap. As of September 26, 2003, the Company had recorded a liability for the fair value of the Interest Rate Swap and Pound Sterling Swap of $0.5 million and $4.4 million, respectively.

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7.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 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 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 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. 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.

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

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accruals for warranties based on historical experience and expectations of future occurrence. A summary of the changes in the product warranty accrual follows:

	Successor			Predecessor			Successor
	Three months endedSeptember 26, 2003			Five monthsended May 23, 2003			Four monthsended September 26, 2003
Beginning balance	$	3,536		$	2,809		$	3,394
Payments made or service provided	(1,421		)	(720		)	(1,661		)
Warranty expense	703			1,119			1,132
Change related to changes in foreign currency exchange rates	9			186			(38		)
Ending balance	$	2,827		$	3,394		$	2,827

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8.Comprehensive Income:

	Predecessor			Successor			Predecessor						Successor
	Three monthsended September 27, 2002			Three monthsendedSeptember 26,2003			Nine months ended September 27,2002			Five months endedMay 23, 2003			Four monthsended September 26,2003
Net earnings	$	6,828		$	7,630		$	17,468		$	6,892		$	8,759
Other comprehensive earnings (loss):
Foreign currency translation adjustment	(750		)	423			3,754			6,922			(2,215		)
Gain (loss) on derivative instruments, net:
Net changes in fair value of derivatives	(503		)	737			(1,856		)	(324		)	509
Net gains (losses) reclassified from OCI into earnings	399			(552		)	1,653			423			(416		)
Comprehensive income	$	5,974		$	8,238		$	21,019		$	13,913		$	6,637

9.Income Taxes:

The income tax provision for the four months ended September 26, 2003, five months ended May 23, 2003 and the nine months ended September 27, 2002 is computed at the effective rate expected to be applicable in each respective full year using the statutory rates on a country by country basis.

10.Segment Information:

For detailed information regarding the Company’s reportable segments, see Note 14 to the Consolidated Financial Statements of the Company for the year ended December 27, 2002, set forth in the Company’s Annual Report on Form 10-K.

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The table below presents information about reported segments and a reconciliation of total segment sales to total consolidated sales, total segment EBITDA to total consolidated earnings before income taxes and total segment assets to total assets for the periods indicated.  Expenses 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.

	Predecessor			Successor			Predecessor						Successor
	Three monthsended September 27,2002			Three monthsended September 26,2003			Nine months ended September 27,2002			Five monthsended May 23, 2003			Four months ended September 26,2003
Sales
European Roll Coating	$	29,746		$	36,948		$	95,309		$	60,719		$	52,608
U.S. Fabrication	129,373			141,179			336,266			161,065			193,417
European Fabrication	16,748			23,509			50,251			39,913			33,232
Total segment sales	175,867			201,636			481,826			261,697			279,257
Eliminations	(684		)	(519		)	(2,015		)	(1,082		)	(946		)
Consolidated net sales	$	175,183		$	201,117		$	479,811		$	260,615		$	278,311
EBITDA
European Roll Coating	$	3,257		$	4,382		$	12,256		$	9,508		$	5,869
U.S. Fabrication	16,012			16,439			39,149			11,761			20,837
European Fabrication	1,818			2,116			5,863			4,489			3,256
Total EBITDA for reportable segments	21,087			22,937			57,268			25,758			29,962
Expenses that are not segment specific	(622		)	(964		)	(1,699		)	790			(2,884		)
Depreciation and amortization	(3,391		)	(4,417		)	(9,840		)	(6,276		)	(5,988		)
Interest expense, net	(5,913		)	(5,414		)	(17,146		)	(9,126		)	(7,257		)
Consolidated net earnings before income taxes	$	11,161		$	12,142		$	28,583		$	11,146		$	13,833

	Predecessor		Successor
	December 27,2002		September 26,2003
Assets
European Roll Coating	$	111,985	$	151,020
U.S. Fabrication	234,968		298,692
European Fabrication	59,458		81,621
Assets that are not segment specific	10,029		31,502
Total assets	$	416,440	$	562,835

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The following table reflects revenues from external customers by groups of similar products for the periods indicated:

		Predecessor		Successor		Predecessor				Successor
Customers/Markets	Primary Products	Three months ended September 27, 2002		Three months ended September 26, 2003		Nine months ended September 27, 2002		Five months ended May 23, 2003		Four months ended September 26, 2003
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	$	66,785	$	71,665	$	201,893	$	120,289	$	101,314
Rural Contractors	Steel and aluminum roofing and siding	34,551		37,133		88,071		38,980		49,929
Home Centers	Raincarrying systems, roofing accessories, windows, doors and shower enclosures	45,205		51,011		106,479		51,129		69,952
Manufactured Housing	Steel siding and trim components	5,612		4,893		16,956		8,031		7,969
Distributors	Metal coils, raincarrying systems and roofing accessories	6,498		11,618		16,750		12,084		15,365
Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories	4,105		7,102		12,593		9,183		9,924
Home Improvement Contractors	Vinyl replacement windows; metal coils, raincarrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings	12,427		17,695		37,069		20,919		23,858
		$	175,183	$	201,117	$	479,811	$	260,615	$	278,311

11.Shareholders’ Equity

Common Stock

In connection with the 2003 Stock Transaction, the Company converted 44,346.8 shares of Class B Common Stock into Class A Common Stock. Additionally, the Company issued 883.75 shares of Class A Common Stock to CVCEP from shares held in treasury as described in Note 12 and issued 9,569.6 shares of restricted Class A Common Stock.

Stock Plans

On June 12, 2003, the Company established an equity compensation program, the Euramax International, Inc. 2003 Equity Compensation Plan (“2003 Equity Plan”), for the purpose of attracting and retaining valued employees. Under the 2003 Equity Plan, the Company has granted restricted shares of Class A Common Stock and granted options to purchase shares of Euramax International

14

Class A Common Stock to selected officers and other key employees. The Company has reserved 35,719.6 shares of Class A Common Stock for issuance under the 2003 Equity Plan.

The 2003 Equity Plan is to be administered by a committee designated by the board of directors. The committee will have full authority to act in selecting the eligible employees to whom awards of options or restricted stock may be granted. The committee will determine the times at which such awards of restricted stock or options may be granted, the terms and conditions of awards that may be granted under the 2003 Equity Plan and the terms of agreements which will be entered into with employees designated to participate in the 2003 Equity Plan. However, in no event may the exercise price of any non-qualified options granted under the 2003 Equity Plan be less than the fair market value of the underlying shares on the date of grant.

The 2003 Equity Plan permits the committee to grant both incentive stock options and non-qualified stock options, with all 25,750 options granted in connection with the 2003 Stock Transaction being non-qualified stock options. The committee may determine the number of options granted to each participant, the exercise price of each option, the duration of options (not to exceed 10 years), vesting provisions and all other terms and conditions of such options in individual option agreements. The non-qualified stock option grant agreements in effect on the date hereof provide that each participant will vest in 20% of the shares subject to the option grant on each anniversary of the date of grant, until becoming 100% vested after 5 years. Non-qualified stock option grant agreements under the 2003 Equity Plan provide that upon termination of employment with the Company, the exercise period for vested options will generally be limited, except that vested options will be canceled immediately upon a termination for cause. The non-qualified stock option grant agreements provide for the cancellation of all unvested options upon termination of employment with the Company. Under the 2003 Equity Plan, if any option shares subject to an outstanding option grant are forfeited or if the option grant otherwise terminates without exercise, any of these forfeited or terminated option grant shares may be reissued at the discretion of the committee. In connection with the 2003 Stock Transaction the Company issued 25,750 options to purchase shares of Class A Common Stock with an exercise price of $400.00 per share.

15

Information with respect to option activity under the 2003 Equity Plan is set forth below:

	OptionsOutstanding	WeightedAverage Exercise Price
Balance, December 27, 2002	—	$	—
Options granted	25,750	400.00
Options exercised	—	—
Options forfeited	—	—
Options expired	—	—
Balance, September 26, 2003	25,750	$	400.00

The 2003 Equity Plan also permits the Company to grant participants restricted shares of Class A Common Stock. The committee will determine the number of shares of restricted stock granted to each participant, the period the restricted stock is unvested and subject to forfeiture and all other terms and conditions applicable to such restricted stock in individual restricted stock agreements. The restricted stock agreements in effect on the date hereof provide that the participant will vest in 100% of the restricted shares five years from the date of grant. If an employee voluntarily terminates his or her employment, the employee will forfeit any unvested shares of restricted stock. If employment is terminated for any reason other than voluntary termination, all unvested shares of the restricted stock shall be accelerated as of the date of non-voluntary termination. All shares of restricted stock granted, and all shares acquired upon exercise of options granted, under the 2003 Equity Plan will be subject to the stockholders agreement described in Note 12. In connection with the 2003 Stock Transaction, the Company granted 9,569.6 shares of restricted Class A Common Stock with a fair value of $400.00 per share.

The 2003 Equity Plan provides that upon a change in control of the Company, all restricted stock awards shall become fully vested, and each unexercised and outstanding option shall become immediately and fully vested and exercisable. All restricted stock awards shall also become fully vested in the event of an initial public offering of the Company’s common stock. Each option that is exercisable immediately prior to the change in control may be canceled in exchange for a payment in cash of an amount equal to the excess of the fair market value of the common stock underlying the option as of the date of the change in control over the exercise price. The committee may also decide that such options be terminated immediately prior to the change in control, provided that the participant fails to exercise the option within a specified period (of at least seven days) following receipt of written notice of the change in control and of the Company’s intention to terminate the option prior to such change in control. Alternatively, the committee may determine that in the event of a change in control, such options shall be assumed by the successor corporation, and shall be substituted with options involving the common stock of the successor corporation with equivalent value and with the terms and conditions of the substituted options being no less favorable that the options granted by the Company.

12.Related Party Transactions:

2003 Stock Transaction

The Company entered into a stock purchase agreement on April 15, 2003, with CVCEP, certain affiliates of CVCEP, CVC Europe, BNP Paribas and certain other stockholders. Pursuant to the stock purchase agreement, on June 12, 2003, CVCEP and its affiliates acquired from the Company’s former stockholders CVC Europe and BNP Paribas and certain members of management, 265,762.48 shares of common stock, or 54% of the Company’s common stock (“2003 Stock Transaction”). In connection with the 2003 Stock Transaction, we sold 883.75 shares of common stock directly to CVCEP for

16

$353,500.00. The Company also agreed to pay the out of pocket fees and expenses of CVCEP and CVC Europe, which in aggregate were approximately $3.4 million, and gave certain customary indemnities in favor of CVCEP under the stock purchase agreement. CVCEP is an affiliate of Citigroup Venture Capital, Ltd., which owned about 34.5% of the Company’s common stock at the time of the 2003 Stock Transaction. Citigroup Venture Capital, Ltd. has subsequently transferred these shares to Court Square Capital, Ltd., or Court Square, which, like Citigroup Venture Capital, Ltd., is an indirect wholly-owned subsidiary of Citigroup, Inc.

Stockholders Agreement

In connection with the 2003 Stock Transaction, the Company entered into a stockholders agreement with CVCEP and certain of its affiliates, Court Square, and certain other stockholders consisting of members of the Company’s management and members of CVCEP’s management (“Minority Stockholders”). The stockholders agreement provides that the Company’s Chief Executive Officer will be a member of the Company’s board of directors. CVCEP will initially be entitled to designate three additional members of the Company’s board of directors and Court Square will initially be entitled to designate two additional members of the Company’s board of directors (these designation rights to be adjusted from time to time to reflect certain changes in the common stock ownership of CVCEP and Court Square).

Under the stockholders agreement, certain corporate actions require the written consent of stockholders holding at least 70% of the Company’s outstanding stock held by all stockholders party to the stockholders agreement. Initially, this will require the written consent of both CVCEP and Court Square. These corporate actions include changes to or issuances of the Company’s equity securities, amendments of organizational documents, payment of dividends, or certain merger or recapitalization transactions. In addition, each action of the board of directors will require the approval of at least one director designated by each of CVCEP and Court Square.

The stockholders agreement generally restricts the transfer of shares of the Company’s common stock. Exceptions to this restriction include transfers to affiliates, transfers to the Company, transfers for estate planning purposes and transfers to family members. In each case, so long as any transferee agrees to be bound by the terms of the stockholders agreement. After an initial public offering, additional exceptions to the transfer restrictions will include sales pursuant to certain registration rights of the stockholders.

Registration Rights Agreement

In connection with their entry into the stockholders agreement, CVCEP, Court Square and the Minority Stockholders have entered into an amended and restated registration rights agreement with the Company. Pursuant to this registration rights agreement, upon the written request of CVCEP or Court Square, the Company has agreed (subject to customary exceptions), on up to three occasions for CVCEP and up to two occasions for Court Square, to prepare and file a registration statement with the SEC concerning the distribution of all or part of the shares held by CVCEP or Court Square, as the case may be, and use its best efforts to cause the registration statement to become effective. If the Company is eligible to use a “short form” registration statement on Form S-2, Form S-3 or any similar form, CVCEP and Court Square may each make unlimited requests for registration for their shares of the Company’s common stock. If at any time the Company files a registration statement for its common stock (other than pursuant to a demand registration by CVCEP or Court Square, a registration statement on Form S-8, Form S-4 or any similar form, or in connection with certain other registrations), it will use its best efforts to allow other parties to the registration rights agreement to have their shares of the Company’s common stock (or a portion of their shares under specified circumstances) included in the offering if the registration form proposed to be used may be used to register the shares. Registration expenses of the selling stockholders (other than underwriting fees,

17

brokerage fees and transfer taxes applicable to the shares sold by such stockholders or the fees and expenses of any accountants or other representatives retained by a selling stockholder) will be paid by the Company. The Company has agreed to indemnify the stockholders against certain customary liabilities in connection with any registration.

Advisory Agreement

In connection with the 2003 Stock Transaction, the Company entered into an advisory agreement with CVC Management LLC (“CVC Management”), pursuant to which CVC Management may provide financial, advisory and consulting services to the Company. In exchange for these services, CVC Management will be entitled to an annual advisory fee. CVC Management’s annual advisory fee will be the greater of $0.6 million per year or 1% of the Company’s consolidated EBITDA (as defined in the advisory agreement), plus out-of-pocket expenses. Annual advisory fees in excess of $1.0 million are subject to the consent of the Company’s lenders under the credit facility. As of September 26, 2003, the Company has accrued $0.6 million related to the annual advisory fee. The Company has also agreed to pay CVC Management a transaction fee in connection with the consummation of each acquisition, divestiture or financing, including any refinancing, by the Company or any of its subsidiaries, in an amount equal to 1% of the value of the transaction, plus reasonable out-of-pocket expenses. Pursuant to the advisory agreement, the Company paid CVC Management a $1.0 million transaction fee in July 2003 in connection with services provided in connection with the 2003 Stock Transaction, and a $2.0 million transaction fee in August 2003 in connection with the issuance and sale of the 8.5% senior subordinated notes due 2011. This advisory agreement has an initial term of ten years following the close of the 2003 Stock Transaction, subject to automatic one year extensions thereafter unless terminated by either party upon written notice 90 days prior to the expiration of the initial term or any extension thereof. The advisory agreement automatically terminates on a change of control or an initial public offering of the Company’s common stock. There are no minimum levels of service required to be provided pursuant to the advisory agreement. The advisory agreement includes customary indemnification provisions in favor of CVC Management.

13.Subsequent Events:

On October 1, 2003, the remaining $22.1 million in aggregate principal amount of the 11.25% notes was redeemed for approximately $23.8 million, including premium and accrued and unpaid interest.

On October 10, 2003, the Company entered into a definitive agreement with Berger Holdings, Ltd. for the acquisition of all of the outstanding shares of Berger for $3.90 per share, or a total purchase price of approximately $36.8 million. Berger manufactures metal roof drainage products and roofing accessories as well as residential and commercial snow guards and will be included in the U.S. Fabrication segment.

On October 9, 2003, the Company amended and restated its senior secured credit agreement. As amended and restated, the credit agreement includes a $110.0 million revolving credit facility and a $35.0 million term loan. The Company borrowed $35.0 million under the term loan on October 31, 2003. The interest rates applicable to the loans under the amended and restated credit agreement are based upon a Base Rate or Eurocurrency Rate (both as defined in the amended and restated credit agreement), plus their respective margins. The amended and restated credit agreement provides for variable rate margins, determined quarterly, based upon the Company’s ratio of EBITDA (as defined in the amended and restated credit agreement) to total debt. The maximum and minimum Base Rate margins are 2.00% and 1.00%, respectively, on the revolving credit facility, and 2.25% and 1.25%, respectively, on the term loan. The maximum and minimum Eurocurrency Rate margins are 3.00% and 2.00%, respectively, on the revolving credit facility, and 3.25% and 2.25%, respectively, on the term loan. The Company is subject to a commitment fee of 0.375% of the unused portion of the revolving

18

credit facility. The amended and restated credit agreement contains certain covenants and restrictions, including certain restrictions on the payment of cash dividends. In addition, the amended and restated credit agreement requires the Company to meet certain financial tests, including a minimum fixed charge coverage ratio, minimum interest coverage ratio, maximum leverage ratio and maximum amounts of capital expenditures. The amended and restated credit agreement permits the Berger acquisition, subject to certain limitations and also permits the Company to pay a dividend to its stockholders or to repurchase some of the outstanding stock, in either case in an amount of up to $70.0 million, subject to compliance with certain covenants. CVC Management was paid a $1.45 million transaction fee in connection with the amendment and restatement of the credit agreement.

14.Supplemental Condensed Consolidating Financial Statements:

On July 10, 2003, the Company commenced an offer to purchase and a solicitation of consents for any and all of its outstanding 11.25% senior subordinated notes due 2006. On August 6, 2003, Euramax International, Inc. and Euramax International Holdings, B.V. (each a “Co-Obligor”) issued $200.0 million of senior subordinated notes due 2011 to repay a portion of its existing debt, including the outstanding 11.25% senior subordinated notes due 2006.

Each of the domestic restricted subsidiaries, as defined in the related bond indenture (the “Guarantor Subsidiaries”), fully and unconditionally guarantee the obligations of the Co-Obligors. The following supplemental condensed consolidating financial statements as of December 27, 2002 and September 26, 2003, and for the three months and nine months ended September 27, 2002, five months ended May 23, 2003 and three months and four months ended September 26, 2003, reflect the financial position, results of operations, and cash flows of each of the Co-Obligors, and such combined information of the Guarantor Subsidiaries and the non-guarantor subsidiaries (the “Non-Guarantor Subsidiaries”), as if the guarantor structure of the $200.0 million of senior subordinated notes due 2011 had been outstanding for each period. Euramax International Holdings B.V. had no account balances as of December 27, 2002, and for the three and nine months ended September 27, 2002 and five months ended May 23, 2003, as it was not acquired until July 17, 2003 and had no operations and had no assets or liabilities until August 6, 2003.

	Predecessor three months ended September 27, 2002
	Euramax InternationalInc. (Co-Obligor)			EuramaxInternationalHoldings BV (Co-Obligor)		GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Eliminations			ConsolidatedTotals
Net sales	$	—		$	—	$	129,373		$	45,871		$	(61	)	$	175,183
Costs and expenses:
Cost of goods sold	—			—		101,733			37,160			(61		)	138,832
Selling and general	238			—		11,803			4,029			—			16,070
Depreciation and amortization	—			—		2,011			1,380			—			3,391
(Loss) earnings from operations	(238		)	—		13,826			3,302			—			16,890
Equity in earnings of subsidiaries	7,903			—		—			15			(7,918		)	—
Interest expense, net	(1,047		)	—		(1,049		)	(3,817		)	—			(5,913		)
Internal interest expense (income), net	(477		)	—		(1,564		)	2,041			—			—
Other income (expense), net	—			—		(328		)	512			—			184
Earnings before income taxes	6,141			—		10,885			2,053			(7,918		)	11,161
(Benefit) provision for income taxes	(687		)	—		4,244			776			—			4,333
Net earnings	$	6,828		$	—	$	6,641		$	1,277		$	(7,918	)	$	6,828

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	Successor three months ended September 26, 2003
	EuramaxInternational Inc. (Co-Obligor)			EuramaxInternationalHoldingsBV(Co-Obligor)			Guarantor Subsidiaries			Non-GuarantorSubsidiaries			Eliminations			ConsolidatedTotals
Net sales	$	—		$	—		$	141,179		$	59,989		$	(51	)	$	201,117
Costs and expenses:
Cost of goods sold	—			—			111,493			48,718			(51		)	160,160
Selling and general	668			—			12,857			4,898			—			18,423
Depreciation and amortization	—			—			2,359			2,058			—			4,417
(Loss) earnings from operations	(668		)	—			14,470			4,315			—			18,117
Equity in earnings of subsidiaries	10,468			—			—			—			(10,468		)	—
Interest expense, net	(2,371		)	(721		)	(390		)	(1,932		)	—			(5,414		)
Internal interest expense (income), net	(341		)	719			(1,760		)	1,382			—			—
Other income (expense), net	(1,061		)	109			110			281			—			(561		)
Earnings before income taxes	6,027			107			12,430			4,046			(10,468		)	12,142
(Benefit) provision for income taxes	(1,603		)	37			4,586			1,492			—			4,512
Net earnings	$	7,630		$	70		$	7,844		$	2,554		$	(10,468	)	$	7,630

	Predecessor nine months ended September 27, 2002
	EuramaxInternational Inc. (Co-Obligor)			Euramax International HoldingsBV (Co-Obligor)		GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Eliminations			ConsolidatedTotals
Net sales	$	—		$	—	$	336,266		$	143,850		$	(305	)	$	479,811
Costs and expenses:
Cost of goods sold	—			—		263,733			114,521			(305		)	377,949
Selling and general	916			—		34,251			11,852			—			47,019
Depreciation and amortization	—			—		5,921			3,919			—			9,840
(Loss) earnings from operations	(916		)	—		32,361			13,558			—			45,003
Equity in earnings of subsidiaries	20,938			—		—			45			(20,983		)	—
Interest expense, net	(3,177		)	—		(3,165		)	(10,804		)	—			(17,146		)
Internal interest expense (income), net	(1,432		)	—		(4,692		)	6,124			—			—
Other income (expense), net	—			—		(194		)	920			—			726
Earnings before income taxes	15,413			—		24,310			9,843			(20,983		)	28,583
(Benefit) provision for income taxes	(2,055		)	—		9,635			3,535			—			11,115
Net earnings	$	17,468		$	—	$	14,675		$	6,308		$	(20,983	)	$	17,468

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	Predecessor five months ended May 23, 2003
	EuramaxInternational Inc. (Co-Obligor)			EuramaxInternationalHoldings BV(Co-Obligor)		Guarantor Subsidiaries			Non-GuarantorSubsidiaries			Eliminations			ConsolidatedTotals
Net sales	$	—		$	—	$	161,065		$	99,851		$	(301	)	$	260,615
Costs and expenses:
Cost of goods sold	—			—		130,949			77,772			(301		)	208,420
Selling and general	393			—		17,473			8,287			—			26,153
Depreciation and amortization	—			—		3,307			2,969			—			6,276
(Loss) earnings from operations	(393		)	—		9,336			10,823			—			19,766
Equity in earnings of subsidiaries	8,980			—		—			(53		)	(8,927		)	—
Interest expense, net	(1,745		)	—		(1,466		)	(5,915		)	—			(9,126		)
Internal interest expense (income), net	(1,120		)	—		(2,931		)	4,051			—			—
Other income (expense), net	—			—		103			403			—			506
Earnings before income taxes	5,722			—		5,042			9,309			(8,927		)	11,146
(Benefit) provision for income taxes	(1,170		)	—		2,253			3,171			—			4,254
Net earnings	$	6,892		$	—	$	2,789		$	6,138		$	(8,927	)	$	6,892

	Successor four months ended September 26, 2003
	Euramax International Inc. (Co-Obligor)			Euramax InternationalHoldings BV(Co-Obligor)			Guarantor Subsidiaries			Non-GuarantorSubsidiaries			Eliminations			ConsolidatedTotals
Net sales	$	—		$	—		$	193,416		$	85,128		$	(233	)	$	278,311
Costs and expenses:
Cost of goods sold	—			—			154,670			69,627			(233		)	224,064
Selling and general	1,131			—			18,820			6,631			—			26,582
Depreciation and amortization	—			—			3,085			2,903			—			5,988
(Loss) earnings from operations	(1,131		)	—			16,841			5,967			—			21,677
Equity in earnings of subsidiaries	12,657			—			—			108			(12,765		)	—
Interest expense, net	(2,719		)	(721		)	(666		)	(3,151		)	—			(7,257		)
Internal interest expense (income), net	(804		)	719			(2,368		)	2,453			—			—
Other income (expense), net	(1,061		)	109			132			233			—			(587		)
Earnings before income taxes	6,942			107			13,939			5,610			(12,765		)	13,833
(Benefit) provision for income taxes	(1,817		)	37			4,772			2,082			—			5,074
Net earnings	$	8,759		$	70		$	9,167		$	3,528		$	(12,765	)	$	8,759

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	Predecessor as of December 27, 2002
	EuramaxInternational Inc. (Co-Obligor)			EuramaxInternationalHoldings BV(Co-Obligor)		Guarantor Subsidiaries			Non-GuarantorSubsidiaries			Eliminations			ConsolidatedTotals
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	—	$	560		$	11,086		$	—		$	11,646
Accounts receivable, net	—			—		39,466			49,042			—			88,508
Inventories	—			—		53,816			24,664			—			78,480
Other current assets	508			—		4,093			480			—			5,081
Total current assets	508			—		97,935			85,272			—			183,715
Property, plant and equipment, net	—			—		51,138			60,899			—			112,037
Amounts due from affiliates	102,124			—		151,508			75,701			(329,333		)	—
Goodwill, net	—			—		85,515			25,284			—			110,799
Investment in consolidated subsidiaries	153,844			—		—			63,308			(217,152		)	—
Deferred income taxes	—			—		435			4,540			—			4,975
Other assets	—			—		2,264			2,650			—			4,914
	$	256,476		$	—	$	388,795		$	317,654		$	(546,485	)	$	416,440
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Cash overdrafts	$	—		$	—	$	1,880		$	—		$	—		$	1,880
Accounts payable	—			—		25,856			31,248			—			57,104
Accrued expenses and other current liabilities	(1,222		)	—		18,785			16,688			—			34,251
Total current liabilities	(1,222		)	—		46,521			47,936			—			93,235
Long-term debt, less current maturities	37,216			—		31,700			128,056			—			196,972
Amounts due to affiliates	133,239			—		173,467			22,627			(329,333		)	—
Deferred income taxes	614			—		7,356			11,451			—			19,421
Other liabilities	—			—		3,940			16,653			—			20,593
Total liabilities	169,847			—		262,984			226,723			(329,333		)	330,221
Shareholders’equity:
Common stock	500			—		1			35,000			(35,001		)	500
Additional paid-in capital	65,218			—		64,767			61,480			(138,245		)	53,220
Treasury stock	(2,056		)	—		—			—			—			(2,056		)
Retained earnings (deficit)	27,652			—		62,672			(1,730		)	(44,155		)	44,439
Accumulated other comprehensive loss	(4,685		)	—		(1,629		)	(3,819		)	249			(9,884		)
Total shareholders’ equity	86,629			—		125,811			90,931			(217,152		)	86,219
	$	256,476		$	—	$	388,795		$	317,654		$	(546,485	)	$	416,440

22

	Successor as of September 26, 2003
	EuramaxInternational Inc. (Co-Obligor)			EuramaxInternationalHoldings BV (Co-Obligor)		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations			ConsolidatedTotals
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	19	$	13,067	$	23,933	$	—		$	37,019
Accounts receivable, net	—			—		68,927		56,140		—			125,067
Inventories	—			—		59,620		28,885		—			88,505
Other current assets	1,191			—		5,312		1,410		—			7,913
Total current assets	1,191			19		146,926		110,368		—			258,504
Property, plant and equipment, net	—			—		55,074		72,458		—			127,532
Amounts due from affiliates	158,806			60,805		21,850		67,606		(309,067		)	—
Goodwill, net	—			—		108,756		49,712		—			158,468
Investment in consolidated subsidiaries	268,120			—		—		1,110		(269,230		)	—
Deferred income taxes	—			—		61		4,748		—			4,809
Other assets	5,911			2,734		4,141		736		—			13,522
	$	434,028		$	63,558	$	336,808	$	306,738	$	(578,297	)	$	562,835
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Cash overdrafts	$	—		$	—	$	714	$	—	$	—		$	714
Accounts payable	—			—		47,218		38,183		—			85,401
Accrued expenses and other current liabilities	(1,860		)	717		27,674		20,689		—			47,220
Total current liabilities	(1,860		)	717		75,606		58,872		—			133,335
Long-term debt, less current maturities	159,706			62,745		—		—		—			222,451
Amounts due to affiliates	119,740			—		108,285		81,042		(309,067		)	—
Deferred income taxes	(674		)	—		10,559		12,056		—			21,941
Other liabilities	—			—		4,207		23,806		—			28,013
Total liabilities	276,912			63,462		198,657		175,776		(309,067		)	405,740
Shareholders’equity:
Common stock	500			21		1		35,000		(35,022		)	500
Additional paid-in capital	155,866			—		125,681		80,641		(206,693		)	155,495
Treasury stock	(1,964		)	—		—		—		—			(1,964		)
Restricted stock	(3,573		)	—		—		—		—			(3,573		)
Retained earnings	8,759			70		12,374		7,936		(20,380		)	8,759
Accumulated other comprehensive (loss) income	(2,472		)	5		95		7,385		(7,135		)	(2,122		)
Total shareholders’ equity	157,116			96		138,151		130,962		(269,230		)	157,095
	$	434,028		$	63,558	$	336,808	$	306,738	$	(578,297	)	$	562,835

23

	Predecessor nine months ended September 27, 2002
	EuramaxInternationalInc. (Co-Obligor)			EuramaxInternationalHoldings BV (Co-Obligor)		GuarantorSubsidiaries			Non- GuarantorSubsidiaries			Eliminations		ConsolidatedTotals
Net cash (used in)/provided by operating activities	$	(4,315	)	$	—	$	4,312		$	10,595		$	—	$	10,592
Cash flows from investing activities:
Proceeds from sales of assets	—			—		446			28			—		474
Capital expenditures	—			—		(2,565		)	(2,018		)	—		(4,583		)
Net cash used in investing activities	—			—		(2,119		)	(1,990		)	—		(4,109		)
Cash flows from financing activities:
Net borrowings (repayments) on revolving credit facility	—			—		36,500			(2,845		)	—		33,655
Repayment of long-term debt	—			—		(33,910		)	(5,041		)	—		(38,951		)
Dividends paid	—			—		—			—			—		—
Change in cash overdrafts	—			—		(430		)	—			—		(430		)
Proceeds from settlement of currency swap	—			—		—			2,790			—		2,790
Purchase of treasury stock	(475		)	—		—			—			—		(475		)
Deferred financing fees	—			—		(924		)	(596		)	—		(1,520		)
Due to/from affiliates	4,790			—		(2,730		)	(2,060		)	—		—
Net cash provided by/(used in) financing activities	4,315			—		(1,494		)	(7,752		)	—		(4,931		)
Effect of exchange rate changes on cash	—			—		—			1,464			—		1,464
Net increase in cash and cash equivalents	—			—		699			2,317			—		3,016
Cash and cash equivalents at beginning of period	—			—		348			5,549			—		5,897
Cash and cash equivalents at end of period	$	—		$	—	$	1,047		$	7,866		$	—	$	8,913

24

	Predecessor five months ended May 23, 2003
	EuramaxInternationalInc. (Co-Obligor)			EuramaxInternationalHoldings BV (Co-Obligor)		GuarantorSubsidiaries			Non- GuarantorSubsidiaries			Eliminations			ConsolidatedTotals
Net cash (used in)/provided by operating activities	$	(3,596	)	$	—	$	(9,557	)	$	63,361		$	(62,253	)	$	(12,045	)
Cash flows from investing activities:
Proceeds from sales of assets	—			—		7			28			—			35
Capital expenditures	—			—		(2,283		)	(2,661		)	—			(4,944		)
Net cash used in investing activities	—			—		(2,276		)	(2,633		)	—			(4,909		)
Cash flows from financing activities:
Net borrowings on revolving credit facility	—			—		16,800			1,464			—			18,264
Change in cash overdrafts	—			—		2,603			—			—			2,603
Purchase of treasury stock	(2,556		)	—		—			—			—			(2,556		)
Deferred financing fees	—			—		(71		)	(45		)	—			(116		)
Dividend paid	—			—		(62,253		)	—			62,253			—
Due to/from affiliates	6,152			—		54,864			(61,016		)	—			—
Net cash provided by/(used in) financing activities	3,596			—		11,943			(59,597		)	62,253			18,195
Effect of exchange rate changes on cash	—			—		—			778			—			778
Net increase in cash and cash equivalents	—			—		110			1,909			—			2,019
Cash and cash equivalents at beginning of period	—			—		560			11,086			—			11,646
Cash and cash equivalents at end of period	$	—		$	—	$	670		$	12,995		$	—		$	13,665

25

	Successor four months ended September 26, 2003
	EuramaxInternationalInc. (Co-Obligor)			EuramaxInternationalHoldingsBV (Co-Obligor)			GuarantorSubsidiaries			Non- GuarantorSubsidiaries			Eliminations			ConsolidatedTotals
Net cash (used in)/provided by operating activities	$	(6,550	)	$	484		$	26,286		$	15,609		$	—		$	35,829
Cash flows from investing activities:
Proceeds from sales of assets	—			—			28			253			—			281
Contributed capital to subsidiaries	(35,776		)	—			—			—			35,776			—
Capital expenditures	—			—			(955		)	(1,964		)	—			(2,919		)
Net cash used in investing activities	(35,776		)	—			(927		)	(1,711		)	35,776			(2,638		)
Cash flows from financing activities:
Net borrowings on revolving credit facility	—			—			(48,500		)	(33,179		)	—			(81,679		)
Issuance of long-term debt	137,255			62,745			—			—			—			200,000
Repayment of long-term debt, including premium	(16,388		)				—			(99,598		)				(115,986		)
Change in cash overdrafts	—			—			(3,769		)	—			—			(3,769		)
Issuance of common stock from shares held in treasury	353			—			—			—			—			353
Purchase of treasury stock	(80		)	—			—			—			—			(80		)
Deferred financing fees	(5,612		)	(2,521		)	(140		)	(90		)	—			(8,363		)
Contributed capital from parent	—			21			33,180			2,575			(35,776		)	—
Due to/from affiliates	(73,202		)	(60,265		)	6,267			127,200			—			—
Net cash provided by/(used in) financing activities	42,326			(20		)	(12,962		)	(3,092		)	(35,776		)	(9,524		)
Effect of exchange rate changes on cash	—			(445		)	—			132			—			(313		)
Net increase in cash and cash equivalents	—			19			12,397			10,938			—			23,354
Cash and cash equivalents at beginning of period	—			—			670			12,995			—			13,665
Cash and cash equivalents at end of period	$	—		$	19		$	13,067		$	23,933		$	—		$	37,019

26

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 27, 2002.

The Company is an international producer of value-added aluminum, steel, vinyl and fiberglass fabricated products, with facilities located in all major regions of the United States (“U.S.”), as well as the United Kingdom (“U.K.”), The Netherlands and France. The Company’s manufacturing and distribution network consists of 38 strategically located facilities, of which 32 are located in the U.S. and 6 are located in Europe. The Company sells its products principally to two markets, the building and construction market and the transportation market. The Company’s core products include specialty coated coils, aluminum recreational vehicle (“RV”) sidewalls, RV doors, farm and agricultural panels, metal and vinyl raincarrying systems, soffit and fascia systems, and vinyl replacement windows. In addition, the Company sells an extensive line of accessory products, including roofing and siding hardware, trim parts and roof drainage accessories. Gross margins earned on the Company's accessory products are typically higher than gross margins earned on core product lines. However, net sales trends for core products and accessories to such core products have been very highly correlated within specific markets during the nine months ended September 26, 2003. Accordingly, changes in gross margins during such periods have not been the result of a shift in product sales between core products and accessory products. 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.

The Company’s results of operations for the three and nine months ended September 27, 2002, five months ended May 23, 2003 and three and four months ended September 26, 2003 have been separated into the predecessor period and successor period as a result of the application of purchase accounting in connection with the 2003 Stock Transaction described in Note 2 to the Condensed Consolidated Financial Statements. The discussion of the results of operations below combines the predecessor five months ended May 23, 2003 and the successor four months ended September 26, 2003 for comparison to the predecessor nine months ended September 27, 2002 for purposes of discussing net sales and cost of goods sold.  All other items are separated into the predecessor and successor periods for discussion purposes.

In connection with the 2003 Stock Transaction (see Note 2 to the Condensed Consolidated Financial Statements) and subsequent issuance of senior subordinated notes (see Note 5 to the Condensed Consolidated Financial Statements), accounting principles generally accepted in the U.S. required that the purchase price paid in excess of the book value of the Company’s equity acquired be allocated to the assets and liabilities of the Company based upon estimates of their fair values. This application of purchase accounting resulted in increasing the value of inventory at the time of the 2003 Stock Transaction by $4.0 million. This inventory was sold in June 2003 and accordingly $4.0 million was recorded as cost of goods sold. This amount does not reflect costs incurred or amounts paid by the Company to prepare inventory for sale and accordingly had no affect on the cash flows from operations of the Company.

Financial results for the five months ended May 23, 2003 and the four months ended September 26, 2003, compared to the same periods in 2002, reflect higher sales volume in 2003 of raincarrying products to home centers and distributors, and vinyl windows and lattice/awning products to home improvement contractors. In the U.S., higher material costs, partially offset by higher selling prices, in addition to lower sales to RV manufacturers have lowered operating margins. European results reflect improved demand from RV manufacturers, higher volume of fabricated products to the transportation industry resulting from new product development, strong demand from customers in the U.K. for bath enclosures and shower doors and the start-up of a program in the U.K. to sell residential doors direct to home centers. Additionally, higher operating margins within the European Roll Coating segment resulted from efficiency gains at the Corby, England paintline. The strengthening of the Euro and Pound Sterling against the U.S. Dollar have had a positive impact on net sales and earnings from operations in the five months ended May 23, 2003 and the four months ended September 26, 2003.

27

Results of Operations

Quarter Ended September 26, 2003 as Compared to Quarter Ended September 27, 2002

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

	Quarters ended
	September 26,2003		September 27,2002
Statements of Earnings Data:
Net sales	100.0	%	100.0	%
Costs and expenses:
Cost of goods sold	79.6		79.2
Selling and general	9.2		9.2
Depreciation and amortization	2.2		1.9
Earnings from operations	9.0		9.7
Interest expense, net	(2.7	)	(3.4	)
Other (expense) income, net	(0.3	)	0.1
Earnings before income taxes	6.0		6.4
Provision for income taxes	2.2		2.5
Net earnings	3.8	%	3.9	%

	Net Sales Quarters ended						Earnings from Operations Quarters ended
In thousands	September 26,2003		September 27,2002		Increase/(decrease)		September 26,2003		September 27,2002		Increase/(decrease)
U.S. Fabrication	$	141,179	$	129,373	9.1	%	$	13,886	$	13,743	1.0	%
European Roll Coating	36,429		29,062		25.3	%	2,890		1,795		61.0	%
European Fabrication	23,509		16,748		40.4	%	1,341		1,352		(0.8	)%
Totals	$	201,117	$	175,183	14.8	%	$	18,117	$	16,890	7.3	%

Net Sales.  For the quarter ended September 26, 2003, net sales were $201.1 million compared to $175.2 million for the quarter ended September 27, 2002, an increase of $25.9 million or 14.8%. Net sales in the U.S. Fabrication segment increased 9.1% to $141.2 million for the quarter ended September 26, 2003, from $129.4 million for the quarter ended September 27, 2002. This increase in net sales in the U.S. Fabrication segment primarily resulted from higher sales volumes to home centers, distributors, industrial and architectural contractors, rural contractors and home improvement contractors, partially offset by lower sales to RV manufacturers. For the quarter ended September 26, 2003, compared to the quarter ended September 27, 2002, sales of rain-carrying products to home centers, distributors and home improvement contractors increased $7.2 million; sales of fabricated metal roofing and siding to industrial and architectural contractors, home centers and rural contractors increased $5.7 million; sales of lattice/awning products and vinyl windows to home improvement contractors increased $2.9 million. Partially offsetting these increases was a decrease in sales to RV manufacturers of $4.7 million.

Net sales in Europe increased 30.8% to $59.9 million for the quarter ended September 26, 2003, from $45.8 million for the quarter ended September 27, 2002.  This increase in Europe includes an increase in the European Roll Coating segment of $7.4 million or 25.3% and an increase in the European Fabrication segment of $6.8 million or 40.4%.  Approximately $3.7 million and $2.0 million of the increase in the European Roll Coating segment and the European Fabrication segment, respectively, was due to the strengthening of the British Pound and Euro against the U.S. Dollar.  The balance of the increase in the European Roll Coating segment primarily resulted from higher sales volumes of painted aluminum and steel coil to OEMs (excluding RV manufacturers) and to European RV manufacturers.  For the quarter ended September 26, 2003, compared to the quarter ended September 27, 2002, excluding currency impact, sales of painted aluminum and steel coil to OEMs (excluding RV manufacturers) increased $1.6 million; and sales of painted aluminum coil to European RV manufacturers increased $0.8 million.  The balance of the increase in the European Fabrication segment primarily resulted from higher sales volumes to the European transportation industry and U.K. home centers.  For the quarter ended September 26, 2003, compared to the quarter ended September 27, 2002, excluding currency impact, sales from France to the European transportation industry increased $2.3 million; sales of residential doors to home centers in the U.K. increased $2.1 million; and sales of bath enclosures and shower doors to customers in the U.K. increased $0.5 million.

28

Cost of goods sold.  Cost of goods sold, as a percentage of net sales, increased to 79.6% for the quarter ended September 26, 2003, from 79.2% for the quarter ended September 27, 2002. The increase is largely attributable to higher aluminum and steel costs, partially offset by higher aluminum selling prices, in addition to higher labor and utility costs. Higher labor costs resulted primarily from new product and product expansion initiatives undertaken over the past twelve months.

Selling and general.  Selling and general expenses, as a percentage of net sales, were 9.2% for the quarters ended September 26, 2003 and September 27, 2002. Selling and general expenses increased to $18.4 million in the quarter ended September 26, 2003, from $16.1 million in the quarter ended September 27, 2002. This increase resulted from higher net sales in the quarter ended September 26, 2003, compared to the quarter ended September 27, 2002, in addition to a stronger Euro and Pound Sterling against the U.S. Dollar in the quarter ended September 26, 2003, used in converting local currency into U.S. Dollars.

Depreciation and amortization.  Depreciation and amortization was $4.4 million for the quarter ended September 26, 2003, compared to $3.4 million for the quarter ended September 27, 2002. This increase primarily resulted from a stronger Euro and Pound Sterling compared to the U.S. Dollar in 2003, in addition to depreciation on capital expenditures that occurred in the last three months of 2002 and the first nine months of 2003 and on the increase in carrying values of fixed assets and limited life intangibles that resulted from the 2003 Stock Transaction.

Earnings from operations.  Earnings from operations in the U.S. Fabrication segment increased to $13.9 million for the quarter ended September 26, 2003, from $13.7 million for the quarter ended September 27, 2002.  This increase is largely attributable to higher sales volumes.  Lower operating margins resulted primarily from higher aluminum and steel costs, partially offset by higher aluminum selling prices, together with higher depreciation expense.

Earnings from operations in the European Roll Coating segment increased to $2.9 million for the quarter ended September 26, 2003, from  $1.8 million for the quarter ended September 27, 2002.  This increase is largely attributable to higher sales volumes, together with operating efficiency improvements at the Corby, England paintline.  The strengthening of the Euro and British Pound against the U.S. Dollar increased earnings from operations in the European Roll Coating Segment by $0.4 million.

Earnings from operations in the European Fabrication segment of $1.3 million for the quarter ended September 26, 2003, approximated the quarter ended September 27, 2002.  Lower operating margins resulted primarily from higher production costs resulting from new product and product expansion initiatives undertaken over the past twelve months, together with higher depreciation expense.  The strengthening of the Euro and British Pound against the U.S. Dollar increased earnings from operations in the European Fabrication segment by $0.2 million.

Interest expense, net.  Net interest expense was $5.4 million for the quarter ended September 26, 2003, compared to $5.9 million for the quarter ended September 27, 2002. The decline in net interest expense is a result of lower interest rates in the quarter ended September 26, 2003, compared to the quarter ended September 27, 2002. Lower interest rates resulted primarily from the issuance of $200.0 million of 8.5% senior subordinated notes on August 6, 2003 that were used to purchase $112.9 million of 11.25% senior subordinated notes.

Other income(expense), net.  Other expense was $0.6 million for the quarter ended September 26, 2003. Expense of $1.4 million was recognized in accordance with SFAS No. 145 on the premium paid to purchase $112.9 million in principal amount of the 11.25% senior subordinated notes. Other income of $0.2 million for the quarter ended September 27, 2002 was not significant.

Provision 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 decreased to 37.2% from 38.8% for the quarters ended September 26, 2003 and September 27, 2002, respectively. The decrease in the effective tax rate is primarily due to a greater proportion of earnings in 2003 in Europe, where the Company has a lower effective tax rate.

29

Five Months Ended May 23, 2003 and Four Months Ended September 26, 2003 as Compared to Nine Months Ended September 27, 2002

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

	Five months ended May 23, 2003		Four months ended September 26, 2003 (1)		Nine months ended September 27, 2002
Statements of Earnings Data:
Net sales	100.0	%	100.0	%	100.0	%
Costs and expenses:
Cost of goods sold	80.0		80.5		78.8
Selling and general	10.0		9.6		9.8
Depreciation and amortization	2.4		2.2		2.0
Earnings from operations	7.6		7.7		9.4
Interest expense, net	(3.5	)	(2.6	)	(3.6	)
Other income, net	0.2		(0.2	)	0.1
Earnings before income taxes	4.3		4.9		5.9
Provision for income taxes	1.6		1.8		2.3
Net earnings	2.7	%	3.1	%	3.6	%

	Net Sales						Earnings from Operations
	Five months ended May 23, 2003		Four months ended September 26, 2003		Nine months ended September 27, 2002		Five months ended May 23, 2003		Four months ended September 26, 2003 (1)		Nine months ended September 27, 2002
U.S. Fabrication	$	161,050	$	193,416	$	336,266	$	8,657	$	16,300	$	31,902
European Roll Coating	59,653		51,662		93,294		7,577		3,535		8,619
European Fabrication	39,912		33,233		50,251		3,532		1,842		4,482
Totals	$	260,615	$	278,311	$	479,811	$	19,766	$	21,677	$	45,003

(1)In connection with the 2003 Stock Transaction (see Note 2 to the Condensed Consolidated Financial Statements) and subsequent issuance of senior subordinated notes (see Note 5 to the Condensed Consolidated Financial Statements), accounting principles generally accepted in the U.S. required that the purchase price paid in excess of the book value of the Company’s equity acquired be allocated to the assets and liabilities of the Company based upon estimates of their fair values. This application of purchase accounting resulted in increasing the value of inventory at the time of the 2003 Stock Transaction by $4.0 million. This inventory was sold in June 2003 and accordingly $4.0 million was recorded as cost of goods sold. This amount does not reflect costs incurred or amounts paid by the Company to prepare inventory for sale and accordingly had no affect on the cash flows from operations of the Company for the nine months ended September 26, 2003.

Net Sales.  For the nine months ended September 26, 2003, net sales were $538.9 million compared to $479.8 million for the nine months ended September 27, 2002, an increase of $59.1 million or 12.3%. Net sales in the U.S. Fabrication segment increased 5.4% to $354.5 million for the nine months ended September 26, 2003, from $336.3 million for the nine months ended September 27, 2002. This increase in net sales in the U.S. Fabrication segment primarily resulted from higher sales volumes to home centers, distributors, industrial and architectural contractors, rural contractors and home improvement contractors, partially offset by lower sales to RV manufacturers. For the nine months ended September 26, 2003, compared to the nine months ended September 27, 2002, sales of rain-carrying products to home centers, distributors and home improvement contractors increased $12.7 million; sales of fabricated metal roofing and siding to

30

industrial and architectural contractors and rural contractors increased $6.1 million; sales of vinyl windows and lattice/awning products to home improvement contractors increased $5.7 million. Partially offsetting these increases was a decrease in sales to RV manufacturers of $8.0 million.

Net sales in Europe increased 28.5% to $184.5 million for the nine months ended September 26, 2003, from $143.5 million for the nine months ended September 27, 2002.  This increase in Europe includes an increase in the European Roll Coating segment of $18.0 million or 19.3% and an increase in the European Fabrication segment of $22.9 million or 45.6%.  Approximately $15.6 million and $9.3 million of the increase in the European Roll Coating segment and the European Fabrication segment, respectively, was due to the strengthening of the British Pound and Euro against the U.S. Dollar.  The balance of the increase in the European Roll Coating segment primarily resulted from higher sales volumes to European RV manufacturers, partially offset by lower sales volumes of painted aluminum and steel coil to OEMs (excluding RV manufacturers).  For the nine months ended September 26, 2003, compared to the nine months ended September 27, 2002, excluding currency impact, sales of painted aluminum coil to European RV manufacturers increased $1.8 million.  Partially offsetting this increase was a decrease in sales of painted aluminum and steel coil to OEMs (excluding RV manufacturers) of $1.3 million.  The balance of the increase in the European Fabrication segment primarily resulted from higher sales volumes to the European transportation industry, European RV manufacturers and U.K. home centers.  For the nine months ended September 26, 2003, compared to the nine months ended September 27, 2002, excluding currency impact, sales from France to the European transportation industry increased $7.4 million; sales of doors and windows to European RV manufacturers increased $1.2 million; sales of residential doors to home centers in the U.K. increased $4.3 million; and sales of bath enclosures and shower doors to customers in the U.K. increased $1.6 million.

Cost of goods sold.  Cost of goods sold, as a percentage of net sales, increased to 80.2% for the nine months ended September 26, 2003, from 78.8% for the nine months ended September 27, 2002. This increase as a percentage of net sales is primarily attributable to the $4.0 million increase in inventories resulting from the application of the purchase method of accounting associated with the 2003 Stock Transaction (see Note 2 to the Condensed Consolidated Financial Statements). The $4.0 million increase was recognized in cost of goods sold in June 2003. The remaining increase is largely attributable to higher aluminum and steel costs, partially offset by higher aluminum and steel selling prices, in addition to higher labor and utility costs. Higher labor costs resulted primarily from new product and product expansion initiatives undertaken over the past twelve months.

Selling and general.  Selling and general expenses were $26.2 million, $26.6 million and $47.0 million for the five months ended May 23, 2003, the four months ended September 26, 2003 and the nine months ended September 27, 2002, respectively. Selling and general expenses, as a percentage

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of net sales, were 10.0%, 9.6% and 9.8% for the five months ended May 23, 2003, the four months ended September 26, 2003 and the nine months ended September 27, 2002, respectively. The higher percentage of net sales in the five months ended May 23, 2003, compared to the nine months ended September 27, 2002, primarily resulted from higher legal and professional expenses as a percentage of net sales in 2003. The decrease as a percentage of net sales in the four months ended September 26, 2003, compared to the five months ended May 23, 2003 and the nine months ended September 27, 2002, is primarily due to a higher average daily sales volume in the four months ended September 26, 2003, than in the five months ended May 23, 2003 and the nine months ended September 27, 2002. The four months ended September 26, 2003 include $1.4 million in compensation expense resulting from bonus payments associated with the 2003 Stock Transaction, together with advisory fees of $0.6 million payable to CVC Management LLC and amortization of restricted stock awards of $0.3 million.

Depreciation and amortization.  Depreciation and amortization expense was $6.3 million, $6.0 million and $9.8 million for the five months ended May 23, 2003, the four months ended September 26, 2003 and the nine months ended September 27, 2002, respectively. Depreciation and amortization expense in the five months ended May 23, 2003, reflect additional expense resulting from the strengthening of the Euro and British Pound against the U.S. Dollar, together with additional expense on capital expenditures that occurred in the last three months of 2002 and the first five months of 2003. Depreciation and amortization expense in the four months ended September 26, 2003, reflect additional expense resulting from the 2003 Stock Transaction, together with additional expense resulting from the strengthening of the Euro and British Pound against the U.S. Dollar. As a result of the step-up in basis of our property, plant and equipment and intangible assets associated with the 2003 Stock Transaction, an additional $0.5 million of depreciation and amortization expense was recognized in the four months ended September 26, 2003.

Earnings from operations.  Earnings from operations were $19.8 million, $21.7 million and $45.0 million for the five months ended May 23, 2003, the four months ended September 26, 2003 and the nine months ended September 27, 2002, respectively. In the four months ended September 26, 2003, earnings from operations reflect $4.0 million charged to expense resulting from the application of the purchase method of accounting associated with the 2003 Stock Transaction.

Earnings from operations in the U.S. Fabrication segment include $2.7 million of the $4.0 million increase in inventories charged to expense resulting from the application of the purchase method of accounting associated with the 2003 Stock Transaction. Additionally, the U.S. Fabrication segment has incurred higher steel costs, partially offset by higher steel selling prices, together with higher freight and utility costs in 2003, compared to 2002.

Earnings from operations in the European Roll Coating segment include $0.9 million of the $4.0 million increase in inventories charged to expense resulting from the application of the purchase method of accounting associated with the 2003 Stock Transaction. The strengthening of the British Pound and Euro against the U.S. Dollar increased the European Roll Coating segment’s earning from operations by $1.4 million and $0.6 million in the five months ended May 23, 2003 and the four months ended September 26, 2003, respectively, compared to 2002. Additionally, the European Roll Coating segment’s 2003 results include a more profitable product mix, compared to 2002 results.

Earnings from operations in the European Fabrication segment include $0.4 million of the $4.0 million increase in inventories charged to expense resulting from the application of the purchase method of accounting associated with the 2003 Stock Transaction. The strengthening of the British Pound and Euro against the U.S. Dollar increased the European Fabrication segment’s earnings from operations by $0.5 million and $0.3 million in the five months ended May 23, 2003 and the four months ended September 26, 2003, respectively, compared to 2002. Additionally, the European Fabrication segment’s 2003 results include higher production costs resulting from new product and product expansion initiatives undertaken over the past twelve months.

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Interest expense, net.  Net interest expense was $9.1 million, $7.3 million and $17.1 million for the five months ended May 23, 2003, the four months ended September 26, 2003 and the nine months ended September 27, 2002, respectively. On August 6, 2003, the Company issued $200.0 million 8.5% senior subordinated notes. The proceeds from this issuance were used to purchase approximately $112.9 million of the Company’s outstanding 11.25% senior subordinated notes on August 8, 2003. Approximately $22.1 million in aggregate principal amount of the 11.25% senior subordinated notes remained outstanding as of September 26, 2003. The average outstanding balance on the Company’s revolving credit facility for the five months ended May 23, 2003, the four months ended September 26, 2003 and the nine months ended September 27, 2002 was $78.2 million, $47.6 million and $84.9 million, respectively. The decrease in the four months ended September 26, 2003, compared to the five months ended May 23, 2003 and the nine months ended September 27, 2002, primarily resulted from the repayment of debt outstanding on our revolving credit facility out of proceeds from the issuance of $200.0 million of senior subordinated notes. The average rate of interest on our revolving credit facility for the five months ended May 23, 2003, the four months ended September 26, 2003 and the nine months ended September 27, 2002, was 4.7%, 4.4% and 5.9%, respectively. In the five months ended September 26, 2003, we wrote off $0.5 million of deferred financing fees as a result of the purchase of approximately $112.9 million of our outstanding 11.25% senior subordinated notes on August 8, 2003.

Other income (expense), net.  Other income (expense), net was $0.5 million, $(0.6) million and $0.7 million for the five months ended May 23, 2003, the four months ended September 26, 2003 and the nine months ended September 27, 2002, respectively. In the four months ended September 26, 2003, we recognized expense of $(1.4) million in accordance with SFAS No. 145 on the premium paid to purchase $112.9 million in principal amount of the 11.25% Notes. The remaining income (expense) in each respective period resulted primarily from foreign exchange gains and losses on unhedged assets and liabilities remeasured into the local currency.

Provision 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 tax rate for the provision for income taxes for the five months ended May 23, 2003, the four months ended September 26, 2003 and the nine months ended September 27, 2002 was 38.2%, 36.7% and 38.9%, respectively. The decrease in the effective tax rate in the four months ended September 26, 2003, compared to the five months ended May 23, 2003 and the nine months ended September 27, 2002, is primarily due to a greater proportion of earnings in Europe in the four months ended September 26, 2003, where we have a lower effective tax rate.

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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 September 26, 2003 include $37.0 million in cash and cash equivalents and the Company's revolving credit facility of up to $110.0 million, subject to borrowing base limitations. At September 26, 2003, the entire $110.0 million amount was available and undrawn.

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As discussed in Note 12 to the condensed consolidated financial statements, on August 8, 2003, the Company purchased approximately $112.9 million of the $135.0 million aggregate principal amount of 11.25% Senior Subordinated Notes due 2006 issued by certain of the Company’s subsidiaries (the “11.25% Notes”), for approximately $120.4 million, including accrued interest.  On October 1, 2003, the remaining $22.1 million in aggregate principal amount of the 11.25% Notes was redeemed for approximately $23.8 million, including accrued interest.  The Company financed the purchase of the 11.25% Notes through the issuance on August 6, 2003 of $200.0 million 8.5% senior subordinated notes due 2011.  The remaining proceeds from the issuance of the $200.0 million of old notes were used to cover fees and expenses from the issuance of the old notes and to repay a portion of the existing indebtedness under the revolving credit facility.

On October 10, 2003, the Company entered into a definitive agreement with Berger Holdings, Ltd. for the acquisition of all of the outstanding shares of Berger Holdings for $3.90 per share.  Berger Holdings and its subsidiaries manufacture roof drainage products specializing in copper as well as residential and commercial snow guards and will be included in the U.S. Fabrication segment.  The total purchase price of the acquisition will be approximately $36.8 million including associated fees and expenses, $9.3 million of debt that was paid off using cash on hand, the settlement of employee stock options and the cost to acquire the remaining 7% of the outstanding stock of Berger Holdings that was not tendered and accepted in the tender offer.  Pursuant to a tender offer that expired on November 17, 2003, Amerimax Pennsylvania, Inc., a wholly-owned subsidiary of Euramax, accepted and purchased approximately 93% of Berger Holding’s outstanding common shares.  The acquisition of Berger Holdings was completed on November 25, 2003 by the merger of Amerimax Pennsylvania, Inc. into Berger Holdings, with Berger Holdings as the survivor corporation.  As a result of the merger, each common share of Berger Holdings not owned by the Company was converted into the right to receive $3.90 per share in cash, subject to dissenters rights. 

On October 9, 2003, the Company amended and restated its credit agreement. As amended and restated, the credit agreement includes a $110.0 million revolving credit facility and a $35.0 million term loan. The Company borrowed $35.0 million under the term loan on October 31, 2003. The interest rates applicable to the loans under the amended and restated credit agreement are based upon a Base Rate or Eurocurrency Rate (both as defined in the amended and restated credit agreement), plus their respective margins. The amended and restated credit agreement provides for variable rate margins, determined quarterly, based upon the Company’s ratio of EBITDA (as defined in the amended and restated credit agreement) to total debt. The maximum and minimum Base Rate margins are 2.00% and 1.00%, respectively, on the revolving credit facility.  The maximum and minimum Eurocurrency Rate margins are 3.00% and 2.25%, respectively, on the revolving credit facility, and 3.25% and 2.50%, respectively, on the term loan. The Company is subject to a commitment fee of 0.375% of the unused portion of the revolving credit facility. The amended and restated credit agreement contains certain covenants and restrictions, including certain restrictions on the payment of cash dividends. In addition, the amended and restated credit agreement requires the Company to meet certain financial tests, including a minimum fixed charge coverage ratio, minimum interest coverage ratio, maximum leverage ratio and maximum amounts of capital expenditures.

The Company may pay a dividend to its stockholders or repurchase some of its outstanding common stock, subject to restrictions contained in agreements governing its existing or future indebtedness. Under the terms of the amended and restated credit agreement and the indenture governing the 8.5% senior subordinated notes due 2011, any such dividend or stock repurchase could be up to $70.0 million, subject to compliance with a cash flow ratio test and certain debt covenants.

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 senior subordinated notes, principal and interest under the Company’s credit agreement and other indebtedness. Significant increases in the floating interest rates on the Company’s 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 five months ended May 23, 2003, the four months ended September 26, 2003 and the nine months ended September 27, 2002 were $(12.0) million, $35.8 million and $10.6 million, respectively.  The five months ended May 23, 2003 include a use of cash resulting from an increase in accounts receivable and inventories of $22.8 million and $13.0 million, respectively. Partially offsetting this use of cash was cash provided by an increase in accounts payable, accrued expenses and other current liabilities of $12.9 million.  The four months ended September 26, 2003 include cash provided by an increase in accounts payable, accrued expenses and other current liabilities of $20.5 million, together with a decrease in inventories of $5.0 million. Partially offsetting these items was a use of cash resulting from an increase in accounts receivable of $11.1 million.  The nine months ended September 27, 2002 include a use of cash resulting from an increase in accounts receivable and inventories of $24.5 million and $22.1 million, respectively.  Partially offsetting this use of cash was cash provided by an increase in accounts payable, accrued expenses and other current liabilities of $26.7 million.  Seasonality results in significant changes in our accounts receivable, inventories, accounts payable and accrued expenses balances throughout the year, with balances typically higher at the end of the second and third quarters and lower at the end of the fourth quarter.

Net cash used in investing activities for the five months ended May 23, 2003, the four months ended September 26, 2003 and the nine months ended September 27, 2002 were $4.9 million, $2.6 million and $4.1 million, respectively.  The five months ended May 23, 2003, the four months ended September 26, 2003 and the nine months ended September 27, 2002 include a use of cash resulting from capital expenditures of $4.9 million, $2.9 million and $4.6 million, respectively. See a further discussion of capital expenditures below.

Net cash provided by (used in) financing activities for the five months ended May 23, 2003, the four months ended September 26, 2003 and the nine months ended September 27, 2002 were $18.2 million, $(9.5) million and $(4.9) million, respectively.  The five months ended May 23, 2003 include borrowings under the revolving credit facility of $18.3 million to fund an increase in working capital, together with the purchase of treasury stock for $2.6 million.  The four months ended September 26, 2003 include the receipt of approximately $191.6 million of proceeds, net of issuance costs, from the issuance of $200.0 million senior subordinated notes.  These proceeds, in addition to cash provided by operating activities, were used to purchase approximately $112.9 million of the 11.25% Notes for $116.0 million, including premium, and repay $81.7 million on the revolving credit facility.  The nine months ended September 27, 2002 include a repayment of the term loans under the credit agreement in March 2002 of $39.0 million and borrowings under the revolving credit facility of $33.4 million.

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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.  Capital expenditures in 2003 include approximately $1.2 million for improvements to the paintlines in Helena, Arkansas; Corby, England; and Roermond, The Netherlands; and approximately $3.9 million for several projects related to business expansion. Capital expenditures in 2002 included approximately $0.8 million for improvements to the paintlines in Helena, Arkansas; Corby, England; and Roermond, The Netherlands; and approximately $1.2 million for several projects related to business expansion. 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 2003 will approximate $900.0 thousand.

Working Capital Management.  Working capital was $125.2 million as of September 26, 2003, compared to $90.5 million as of December 27, 2002. The increase in working capital is largely attributable to higher cash and cash equivalents resulting from the issuance of $200.0 million senior subordinated notes on August 6, 2003 from which a portion of the proceeds were used to prepay the revolving credit facility and purchase a portion of the 11.25% senior subordinated notes. Additionally, seasonal demands of the business result in substantial increases from year end in trade accounts receivable and inventories, partially offset by an increase in trade accounts payable.

Accounts receivable of $125.1 million as of September 26, 2003, increased $36.6 million, from $88.5 million as of December 27, 2002.  The primary reason for this increase was a 39.3% increase in net sales in the two months ended September 26, 2003, compared to the two months ended December 27, 2002.  The majority of outstanding accounts receivable at the end of each period are generated from net sales in the preceding two months.  Additionally, a stronger British Pound and Euro compared to the U.S. Dollar used in converting the local currency balance sheet into U.S. Dollars resulted in a $3.7 million increase in accounts receivable.  As of September 26, 2003, days sales outstanding in accounts receivable was 56.6 days, compared to 50.5 days as of December 27, 2002 and 55.0 days as of September 27, 2002.  Seasonal demands of the business typically result in higher days sales outstanding in accounts receivable at the end of September compared to the end of December.

Inventories of $88.5 million as of September 26, 2003, increased $10.0 million, from $78.5 million as of December 27, 2002.  A stronger, British Pound and Euro compared to the U.S. Dollar used in converting the local currency balance sheet into U.S. Dollars resulted in a $2.1 million increase in inventories.  As of September 26, 2003, days sales in inventories was 57.7 days, compared to 56.2 days as of December 27, 2002.

Environmental Matters

The Company’s exposure to environmental matters has not changed significantly from the year ended December 27, 2002. 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 27, 2002.

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

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“may”, “will”, “should”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “contemplates”, “projects”, “predicts”, “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 expectation that its sources of liquidity will provide the liquidity required, if necessary, to supplement lower cash flows from operations; (2) statements regarding management’s expectation that the outcome of legal proceedings and claims that have arisen in the ordinary course of business 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; (3) statements regarding management’s belief that the Company’s potential share of the estimated aggregate liability for the costs of remedial actions and related costs and expenses at various hazardous waste disposal sites in which the Company has been named as a defendant in lawsuits or as a potentially responsible party are not material and that the reasonably probable outcome 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; and (4) statements regarding whether the Company will complete the acquisition of Berger based on the terms proposed or at all, including whether the Company will be able to comply with restrictions contained in its senior secured credit agreement. 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 27, 2002, 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.

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Part II—Other Information

Item 6. Exhibits and Reports on Form 8-K

(a)Exhibits:

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.

(b)Reports on Form 8-K:

On July 17, 2003, the Company filed a report on Form 8-K relating to a tender offer for its senior subordinated notes, as presented in a press release dated July 10, 2003.

On July 21, 2003, the Company filed a report on Form 8-K relating to its proposed offer to sell $200.0 million in aggregate of senior subordinated notes due 2011, as presented in a press release dated July 21, 2003. The report on Form 8-K also provided selected portions of information the Company expected to disclose to prospective investors in connection with the offering.

On August 5, 2003, the Company filed a report on Form 8-K relating to the tender offer for its senior subordinated notes, as presented in a press release dated July 29, 2003.

On August 8, 2003, the Company filed a report on Form 8-K relating to the tender offer for its senior subordinated notes, as presented in a press released dated August 8, 2003, and relating to its offering of $200.0 million of senior subordinated notes due 2011, as presented in a press release dated August 6, 2003. The report on Form 8-K also provided Exhibits of certain documents associated with the offering of $200.0 million of senior subordinated notes due 2011.

On August 13, 2003, the Company filed a report on Form 8-K relating to its financial information for the quarter ended June 27, 2003, as presented in a press release dated August 11, 2003.

On September 5, 2003, the Company filed a report on Form 8-K relating to the redemption of all remaining outstanding 11.25% senior subordinated notes due 2006, as presented in a press release dated September 2, 2003.

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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	Chairman, Chief Executive Officer and President	February 13, 2004
J. David Smith
/s/ R. SCOTT VANSANT
R. Scott Vansant	Chief Financial Officer and Secretary	February 13, 2004

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Exhibit Index

Exhibit Number	Description
3.1	Certificate of Incorporation of Euramax International, Inc. (f/k/a Amerimax Holdings, Inc.). (Incorporated by reference to the Exhibit with the same number in Euramax International, Inc.’s Registration Statement on Form S-4 (Reg. No. 333-05978) which became effective on February 7, 1997.)
3.2	Bylaws of Euramax International, Inc. (f/k/a Amerimax Holdings, Inc.). (Incorporated by reference to the Exhibit with the same number in Euramax International, Inc.’s Registration Statement on Form S-4 (Reg. No. 333-05978) which became effective on February 7, 1997.)
4.1	Indenture dated August 6, 2003 by and among Euramax International, Inc., Euramax International Holdings B.V., a Dutch registered company, the guarantors party thereto from time to time, and JPMorgan Chase Bank, as trustee. (Incorporated by reference to Exhibit 4.2 in Euramax International, Inc’s Current Report on Form 8-K which was filed on August 8, 2003).
4.2	Registration Rights Agreement dated August 6, 2003 by and among Euramax International, Inc., Euramax International Holdings B.V., and each of the Guarantors (as defined therein), UBS Securities LLC, Banc of America Securities LLC, Wachovia Capital Markets, LLC, ABN AMRO Incorporated, and Fleet Securities, Inc. (Incorporated by reference to Exhibit 4.3 in Euramax International, Inc’s Current Report on Form 8-K which was filed on August 8, 2003).
4.3	Form of 8 1/2% Senior Subordinated Note Due 2011. (Incorporated by reference to Exhibit A of Exhibit 4.2 in Euramax International, Inc’s Current Report on Form 8-K which was filed on August 8, 2003).
10.1	Purchase Agreement dated July 30, 2003 by and among Euramax International, Inc., Euramax International Holdings B.V., each of the Guarantors (as defined therein), UBS Securities LLC, Banc of America Securities LLC, Wachovia Capital Markets, LLC, ABN AMRO Incorporated, and Fleet Securities, Inc. (Incorporated by reference to Exhibit 10.1 in Euramax International, Inc.’s Current Report on Form 8-K which was filed on August 8, 2003.)
10.2	Agreement and Plan of Merger, dated as of October 10, 2003, by and among Amerimax Pennsylvania Inc., Euramax International, Inc. and Berger Holdings, Ltd. (Incorporated by reference to Exhibit (d)(1) to Schedule TO of Amerimax Pennsylvania Inc. which was filed on October 20, 2003.)
10.3	Third Amended and Restated Credit Agreement, dated October 9, 2003, among Euramax International, Inc. and its subsidiaries, Wachovia Bank, N.A. (as Agent and Lender) and the Lenders. (Incorporated by reference to Exhibit (b)(1) to the Schedule TO-T which was filed by Euramax International, Inc. on October 20, 2003.)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

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