Delaware (State or other jurisdiction of incorporation) | N/A (Commission File Number) | 58-2502320 (I.R.S. Employer Identification Number) |
5445 Triangle Parkway, Suite 350 Norcross, GA 30092 (Address of principal executive offices, including zip code) |
Exhibit No. | Description | |
99.1 | Press Release of Euramax Holdings, Inc. dated March 23, 2012, reporting Euramax Holdings, Inc.'s financial results for the fourth quarter and full year 2011. |
EURAMAX HOLDINGS, INC. | |||
By: | /s/ R. Scott Vansant | ||
Name: R. Scott Vansant | |||
Title: Vice President and Chief Financial Officer | |||
Exhibit No. | Description | |
99.1 | Press Release dated March 23, 2012. |
• | Net sales for 2011increased $50.0 million, or 5.7%, to $933.7 million compared to $883.7 million for 2010. Net sales increased primarily as a result of higher selling prices due to increases in aluminum and steel raw material costs. The strengthening of foreign currencies, primarily the euro and British pound sterling against the U.S. dollar, also resulted in a $15.0 million increase in net sales during 2011. These increases were partially offset by a decline in demand for industrial and architectural construction in the U.S. Non-Residential Building Products segment. |
• | Income from operations for 2011 declined $8.7 million, or 45.8%, to $10.3 million compared to $19.0 million for 2010. Declines in operating income were partially related to declines in sales volumes to distributors in our U.S. Residential Building Products Segment and to customers in our U.S. Non-Residential Building Products Segment and due to higher selling and general administrative costs in our European Engineered Product and European Roll Coated Aluminum segments. Although we were able to effectively manage sales prices to cover increased raw material costs in the majority of our end markets, we were only able to recover a portion of raw material increases in the U.S. RV and Specialty Coated Products market. Operating results for the year reflect continuing challenges in residential and commercial construction end markets in both the United States and Europe. Operating income for the year was also negatively impacted by restructuring and refinancing initiatives from which the Company expects to benefit in future periods. |
• | Adjusted EBITDA is a significant operating measure used by the Company to measure its operating performance and liquidity. Adjusted EBITDA was $62.1 million for 2011 compared to $63.6 million for 2010. |
December 30, 2011 | December 31, 2010 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 14,327 | $ | 24,902 | |||
Accounts receivable, net of allowance for doubtful accounts of $4,391 and $5,742, respectively | 83,234 | 83,690 | |||||
Inventories | 83,396 | 90,227 | |||||
Income taxes receivable | 697 | — | |||||
Deferred income taxes | 1,906 | 5,785 | |||||
Other current assets | 4,336 | 3,760 | |||||
Total current assets | 187,896 | 208,364 | |||||
Property, plant and equipment, net | 146,549 | 157,895 | |||||
Goodwill | 196,686 | 199,999 | |||||
Customer relationships, net | 69,636 | 87,491 | |||||
Other intangible assets, net | 8,148 | 8,879 | |||||
Deferred income taxes | 6 | 822 | |||||
Other assets | 10,325 | 3,440 | |||||
Total assets | $ | 619,246 | $ | 666,890 | |||
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 54,329 | $ | 50,446 | |||
Accrued expenses and other current liabilities | 33,425 | 35,766 | |||||
Accrued interest payable | 8,886 | 754 | |||||
Deferred income taxes | 891 | 922 | |||||
Total current liabilities | 97,531 | 87,888 | |||||
Long-term debt | 507,988 | 503,169 | |||||
Deferred income taxes | 21,501 | 27,910 | |||||
Other liabilities | 45,519 | 38,092 | |||||
Total liabilities | 672,539 | 657,059 | |||||
Shareholders' (deficit) equity: | |||||||
Common stock | 185 | 182 | |||||
Additional paid-in capital | 718,837 | 715,790 | |||||
Accumulated loss | (782,087 | ) | (719,370 | ) | |||
Accumulated other comprehensive income | 9,772 | 13,229 | |||||
Total shareholders’ (deficit) equity | (53,293 | ) | 9,831 | ||||
Total liabilities and shareholders’ (deficit) equity | $ | 619,246 | $ | 666,890 |
Three months ended | Twelve months ended | ||||||||||||||
December 30, 2011 | December 31, 2010 | December 30, 2011 | December 31, 2010 | ||||||||||||
Net sales | $ | 219,661 | $ | 211,715 | $ | 933,678 | $ | 883,700 | |||||||
Costs and expenses: | |||||||||||||||
Cost of goods sold (excluding depreciation and amortization) | 189,789 | 180,820 | 785,165 | 732,451 | |||||||||||
Selling and general (excluding depreciation and amortization) | 20,523 | 21,658 | 91,421 | 90,642 | |||||||||||
Depreciation and amortization | 9,130 | 11,541 | 37,194 | 38.700 | |||||||||||
Other operating charges | 3,082 | 411 | 8,404 | 2,939 | |||||||||||
Multiemployer pension withdrawal expense | — | — | 1,200 | — | |||||||||||
Income (loss) from operations | (2,863 | ) | (2,715 | ) | 10,294 | 18.968 | |||||||||
Interest expense | (13,457 | ) | (14,437 | ) | (55,579 | ) | (68,333 | ) | |||||||
Other loss, net | (5,205 | ) | (1,301 | ) | (14,117 | ) | (3,484 | ) | |||||||
Loss from continuing operations before income taxes | (21,525 | ) | (18,453 | ) | (59,402 | ) | (52,849 | ) | |||||||
Provision (benefit) for income taxes | 3,690 | (6,914 | ) | 3,315 | (14,461 | ) | |||||||||
Loss from continuing operations | (25,215 | ) | (11,539 | ) | (62,717 | ) | (38,388 | ) | |||||||
Loss from discontinued operations, net of tax | — | (36 | ) | — | (152 | ) | |||||||||
Net loss | $ | (25,215 | ) | $ | (11,575 | ) | $ | (62,717 | ) | $ | (38,540 | ) |
Year ended December 30, 2011 | Year ended December 31, 2010 | ||||||
Net cash provided by operating activities | $ | 18,596 | $ | 4,133 | |||
Cash flows from investing activities: | |||||||
Proceeds from sales of assets | 434 | 2,683 | |||||
Capital expenditures | (10,151 | ) | (12,165 | ) | |||
Net cash used in investing activities | (9,717 | ) | (9,482 | ) | |||
Cash flows from financing activities: | |||||||
Changes in bank overdrafts | — | (8 | ) | ||||
Net borrowings on ABL Credit Facility | 10,205 | — | |||||
Net repayments on First Lien Credit Facility | (412,028 | ) | (37,038 | ) | |||
Borrowings under Senior Secured Notes | 375,000 | — | |||||
Borrowings under Senior Unsecured Notes | 19,812 | — | |||||
Debt issuance costs | (10,623 | ) | — | ||||
Net cash used in financing activities | (17,634 | ) | (37,046 | ) | |||
Effect of exchange rate changes on cash | (1,820 | ) | (2,647 | ) | |||
Net decrease in cash and cash equivalents | (10,575 | ) | (45,042 | ) | |||
Cash and cash equivalents at beginning of year | 24,902 | 69,944 | |||||
Cash and cash equivalents at end of year | $ | 14,327 | $ | 24,902 |
Three months ended | Twelve months ended | ||||||||||||||
December 30, 2011 | December 31, 2010 | December 30, 2011 | December 31, 2010 | ||||||||||||
Net loss | $ | (25,215 | ) | $ | (11,575 | ) | $ | (62,717 | ) | (38,540 | ) | ||||
Add: | |||||||||||||||
Provision (benefit) for income taxes | 3,690 | (6,914 | ) | 3,315 | (14,461 | ) | |||||||||
Interest expense | 13,457 | 14,437 | 55,579 | 68,333 | |||||||||||
Depreciation and amortization(a) | 9,294 | 11,704 | 37,866 | 39,348 | |||||||||||
Adjustments: | |||||||||||||||
Other loss, net (b) | 5,205 | 1,301 | 14,117 | 3,484 | |||||||||||
Debt offering and refinancing fees (c) | 391 | — | 2,904 | — | |||||||||||
Loss from discontinued operations, net of tax | — | 36 | — | 152 | |||||||||||
Stock compensation expense | 1,090 | 586 | 3,050 | 2,334 | |||||||||||
Long term incentive plan | 421 | — | 1,326 | — | |||||||||||
Multiemployer pension withdrawal | — | — | 1,200 | — | |||||||||||
Severance, relocation and one-time compensation costs | 1,451 | 172 | 3,684 | 237 | |||||||||||
Facility closures, relocation and optimization costs | 5 | 239 | 581 | 991 | |||||||||||
Non-recurring consulting, legal and professional fees | 1,239 | — | 1,239 | 1,711 | |||||||||||
Adjusted EBITDA (d) | $ | 11,028 | $ | 9,986 | $ | 62,144 | $ | 63,589 |
(a) | Includes amortization attributable to royalty payments under a five‑year minimum purchase agreement entered into in connection with our acquisition of a product line in 2005, which is being recognized in net sales. |
(b) | Other loss for the three months ended December 30, 2011 is primarily comprised of translation gains on intercompany obligations. Other loss for the year ended December 30, 2011 include translation losses on intercompany obligations of $13.0 million and a $1.5 million loss on extinguishment of the first lien credit agreement. |
(c) | Debt offering and refinancing fees include indirect tax consulting and legal fees related to the Company’s debt offering and other financing transactions and certain legal and professional fees incurred for capital market activities. |
(d) | Adjusted EBITDA excludes certain pro forma adjustments allowable under the definition of Consolidated Cash Flow in the Indenture to the Company’s Notes. If included, these items would represent additional net benefits to Adjusted EBITDA of approximately $1.3 million and $5.7 million for the years ended December 30, 2011 and December 31, 2010, respectively, and consist primarily of the pro forma effect of restructurings (i.e., plant closures and consolidations) and other operating changes. |