10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 30, 2012

OR

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

For the transition period from to                                     

Commission File No.  333-05978

EURAMAX HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or other jurisdiction of incorporation or organization)	58-2502320 (I.R.S. Employer Identification Number)
5445 Triangle Parkway, Suite 350, Norcross, GA (Address of principal executive offices)	30092 (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. Yes T No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes T No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý (Do not check if a smaller reporting company) Smaller reporting company o

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

There were 185,663 shares of the registrant’s common stock, par value $0.01 per share, issued and outstanding as of May 10, 2012.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)		1
	Condensed Consolidated Balance Sheets as of March 30, 2012 and December 30, 2011	1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 30, 2012 and April 1, 2011	2
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 30, 2012 and April 1, 2011	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 30, 2012 and April 1, 2011	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3. Quantitative and Qualitative Disclosures About Market Risk		34
Item 4. Controls and Procedures		35
PART II - OTHER INFORMATION
Item 1. Legal Proceedings		35
Item 1A. Risk Factors		35
Item 6. Exhibits		35

Part I. Financial Information

Item 1. Financial Statements (unaudited)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	March 30, 2012			December 30, 2011
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	13,188		$	14,327
Accounts receivable, net of allowance for doubtful accounts of $3,360 and $4,391, respectively	95,409			83,234
Inventories, net	96,146			83,396
Income taxes receivable	948			697
Deferred income taxes	1,911			1,906
Other current assets	6,603			4,336
Total current assets	214,205			187,896
Property, plant and equipment, net	144,855			146,549
Goodwill	200,003			196,686
Customer relationships, net	66,489			69,636
Other intangible assets, net	7,980			8,148
Deferred income taxes	15			6
Other assets	10,364			10,325
Total assets	$	643,911		$	619,246
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	73,099		$	54,329
Accrued expenses and other current liabilities	35,777			33,425
Accrued interest payable	17,848			8,886
Deferred income taxes	916			891
Total current liabilities	127,640			97,531
Long-term debt	507,856			507,988
Deferred income taxes	21,349			21,501
Other liabilities	46,676			45,519
Total liabilities	703,521			672,539
Shareholders’ equity (deficit):
Common stock	185			185
Additional paid-in capital	719,592			718,837
Accumulated loss	(790,207		)	(782,087		)
Accumulated other comprehensive income	10,820			9,772
Total shareholders’ equity (deficit)	(59,610		)	(53,293		)
Total liabilities and shareholders’ equity (deficit)	$	643,911		$	619,246

See the accompanying notes to these condensed consolidated financial statements.

1

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(unaudited)

	Three months ended
	March 30, 2012			April 1, 2011
Net sales	$	198,683		$	210,379
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	166,565			173,883
Selling and general (excluding depreciation and amortization)	22,881			24,030
Depreciation and amortization	8,681			9,237
Other operating charges	842			2,417
(Loss) income from operations	(286		)	812
Interest expense	(13,536		)	(15,133		)
Other income, net	6,044			4,886
Loss before income taxes	(7,778		)	(9,435		)
Provision (benefit) for income taxes	342			(1,104		)
Net loss	$	(8,120	)	$	(8,331	)

See the accompanying notes to these condensed consolidated financial statements.

2

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)

	Three months ended
	March 30, 2012			April 1, 2011
Net loss	$	(8,120	)	$	(8,331	)
Other comprehensive income:
Foreign currency translation adjustment	963			4,296
Net change in pension and other benefit liabilities, net of tax	85			—
Total comprehensive loss	$	(7,072	)	$	(4,035	)

See the accompanying notes to these condensed consolidated financial statements.

3

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three months ended
	March 30, 2012			April 1, 2011
Net cash used in operating activities	$	(666	)	$	(4,881	)
Cash flows from investing activities:
Proceeds from sales of assets	1,169			42
Capital expenditures	(1,426		)	(3,276		)
Net cash used in investing activities	(257		)	(3,234		)
Cash flows from financing activities:
Changes in bank overdrafts	—			2,997
Net (repayments) borrowings on ABL Credit Facility	(206		)	15,000
Net repayments on First Lien Credit Facility	—			(412,028		)
Borrowings under Senior Secured Notes	—			375,000
Borrowings under Senior Unsecured Notes	—			19,812
Debt issuance costs	(46		)	(8,282		)
Net cash used in financing activities	(252		)	(7,501		)
Effect of exchange rate changes on cash	36			(704		)
Net decrease in cash and cash equivalents	(1,139		)	(16,320		)
Cash and cash equivalents at beginning of period	14,327			24,902
Cash and cash equivalents at end of period	$	13,188		$	8,582

See the accompanying notes to these condensed consolidated financial statements.

4

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and Principles of Consolidation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Euramax Holdings, Inc. and its subsidiaries (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 information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, these statements include all adjustments considered necessary for the fair presentation of all interim periods reported herein. All adjustments are of a normal recurring nature unless otherwise disclosed.

The Company’s sales volumes have historically been higher in the second and third quarters due to the seasonal demand of the building products markets served. Accordingly, results for the three months ended March 30, 2012 are not necessarily indicative of the results that may be expected for the full year. Management believes that the disclosures made are adequate for a fair presentation of the Company’s results of operations, financial position and cash flows. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 30, 2011.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the Company’s accounts and the accounts of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Each of our interim reporting periods, ends on the Friday closest to the last day of the corresponding quarterly calendar period. The first quarter of 2012 and 2011 ended on March 30, 2012 and April 1, 2011, respectively. Beginning in 2012, our fiscal year will end on December 31 regardless of the day of the week on which December 31 falls. Our 2011 fiscal year end was December 30, 2011.

2. Inventories

Inventories were comprised of:

	March 30, 2012		December 30, 2011
	(in thousands)
Aluminum and steel coil	$	62,658	$	52,681
Raw materials	15,263		12,808
Work in process	3,972		2,980
Finished products	14,253		14,927
	$	96,146	$	83,396

The Company has disclosed aluminum and steel coil inventory separately, as it represents inventory that can be classified as raw material, work in process or finished product. Aluminum and steel coil includes both painted and bare coil. Inventories are net of related reserves totaling $2.9 million and $3.0 million as of March 30, 2012 and December 30, 2011, respectively.

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3. Long-Term Obligations

Long-term obligations consisted of the following:

	March 30, 2012		December 30, 2011
	(in thousands)
Senior Secured Notes (9.50%)	$	375,000	$	375,000
Senior Unsecured Loan Facility (12.25%)	122,856		122,782
ABL Credit Facility	10,000		10,206
Dutch Revolving Credit Facility	—		—
	$	507,856	$	507,988

On March 18, 2011, Euramax International, Inc. (“Euramax”), a wholly owned subsidiary of the Company, issued $375 million of Senior Secured Notes (the “Notes”) in a private placement exempt from registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). Concurrent with the issuance of the Notes, the Company entered into a new senior unsecured loan facility (the “Senior Unsecured Loan Facility”) with an aggregate principal amount of $125 million. The Company also entered into an Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement (the “ABL Credit Facility”), which provided revolving credit financing of up to $70 million and extended the maturity from June 23, 2012 to September 18, 2015.

Prior to the issuance of the Notes and the Senior Unsecured Loan Facility, the Company had outstanding obligations of approximately $514.7 million under the First Lien Credit Agreement. In the first quarter of 2011, proceeds from the $375 million offering of Notes were used to pay lenders under the First Lien Credit Agreement. Additionally, certain existing lenders exchanged approximately $102.7 million of existing loans under the First Lien Credit Agreement and cash of $19.8 million for the $125 million of loans under the new Senior Unsecured Loan Facility, which were issued at 98% of par. Cash proceeds along with borrowings under the Company’s ABL Credit Facility were used to repay the remaining outstanding amounts due under the First Lien Credit Agreement and expenses related to the refinancing. The difference between the consideration received and the aggregate face amount of the Senior Unsecured Loan Facility ($2.2 million) is being amortized and recorded in interest expense using the effective interest rate method over the term of the Senior Unsecured Loan Facility.

The Company recognized a loss of approximately $1.5 million on the extinguishment of the First Lien Credit Agreement in the first quarter of 2011. This loss is primarily comprised of the write-off of previously capitalized deferred debt issuance costs and is recorded in other income (loss). Deferred debt issuance costs, related to outstanding obligations under the First Lien Credit Agreement which were exchanged for amounts under the Senior Unsecured Loan Facility, are being amortized to interest expense over the term of the new Senior Unsecured Loan Facility using the effective interest rate method. Direct and incremental debt issuance costs related to the Senior Unsecured Notes, Senior Unsecured Credit Facility, and ABL Credit Facility, including legal fees, printing costs and bank fees totaled approximately $10.6 million and have been capitalized and reported as deferred financing costs within other assets. These costs are being amortized and recorded in interest expense using the effective interest rate method over the term of the applicable agreement.

Senior Secured Notes

The Notes were issued at par in a private placement exempt from registration requirements under the Securities Act.The Notes were issued pursuant to an indenture, or the Indenture, dated March 18, 2011, among Euramax, the Company, and certain of its domestic subsidiaries as guarantors, and Wells Fargo Bank, National Association, the Trustee.Substantially all of Euramax’s U.S. subsidiaries are guarantors of the Notes.The Notes bear interest at 9.50% per year and mature on April 1, 2016, unless earlier redeemed or repurchased by Euramax. Interest is payable semi-annually on April 1 and October 1 of each year, which began on October 1, 2011.

The Notes may be redeemed at the option of Euramax, in whole or in part, under the conditions specified in the Indenture plus accrued and unpaid interest to the redemption date, at the following redemption prices if redeemed during the 12-month period beginning on April 1 of the years indicated:

6

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

Additionally at any time on or before April 1, 2013, Euramax may redeem the greater of (i) $37.5 million and (ii) up to 10% of the aggregate principal amount of the Notes at any time and from time to time, but not more than once in any twelve‑month period, at a price equal to 103% of the principal amount of the Notes redeemed and accrued and unpaid interest, if any, to the date of redemption; up to 35% of the aggregate principal amount of the Notes issued with the net proceeds of certain equity offerings at a price equal to 109.50% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption; or Euramax may, on any one or more occasions, redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as defined in the Indenture) and accrued and unpaid interest, if any, to the date of redemption.

The Indenture contains restrictive covenants that limit, among other things, the ability of Euramax and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants. These limitations also prohibit Euramax's ability to transfer cash or assets to Euramax Holdings, whether by dividend, loan or otherwise. The Indenture also contains customary events of default. If Euramax undergoes a change of control (as defined in the Indenture), Euramax will be required to make an offer to repurchase the Notes at 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption.

In connection with the sale of the Notes, Euramax, the guarantors and the initial purchasers entered into a registration rights agreement. Pursuant to the registration rights agreement, Euramax and the guarantors agreed to file a registration statement with the Securities and Exchange Commission with respect to publicly registered Notes having identical terms to the outstanding Notes. The Company completed an effective registration of the Notes with the Securities and Exchange Commission on December 22, 2011. An exchange offer was launched December 23, 2011 for the holders of the outstanding Notes to exchange their Notes for the exchange notes. The exchange offer was completed on January 26, 2012 with 100% of the $375 million 9.50% Senior Secured Notes due 2016 tendered in the exchange offer.

Senior Unsecured Loan Facility

Proceeds from the Senior Unsecured Loan Facility were borrowed on March 18, 2011 and will mature on October 1, 2016.Loans under the Senior Unsecured Loan Facility bear interest at 12.25% per year in the event no election is made to pay interest in kind (PIK) , and 14.25% (7.875% cash pay and 6.375% PIK) per annum in the event a PIK election is made. The Company may make a PIK election for up to six quarters during the term of the Senior Unsecured Loan Facility. The interest rate on outstanding borrowings under the Senior Unsecured Loan Facility at March 30, 2012 was 12.25%, as the Company has not made a PIK election.

The Senior Unsecured Loan Facility may not be voluntarily prepaid before March 18, 2013. Thereafter, Euramax may prepay outstanding amounts under the Senior Unsecured Loan Facility, in whole or in part, at the prices (expressed as percentages of the loans) set forth below:

Prepayment Date	Percentage
On or after the second anniversary of the closing but prior to the third anniversary thereof	103%
On or after the third anniversary of the closing but prior to the fourth anniversary thereof	102%
On or after the fourth anniversary of the closing	100%

Additionally, at any time before March 18, 2013, Euramax may on one or more occasions prepay up to 35% of the aggregate principal amount of the loans outstanding on the closing date at 112.25%, plus accrued and unpaid interest. Upon a change of control, Euramax may be required to purchase all or a portion of the Senior Unsecured Loan Facility at a price equal to 101% of the principal amount plus accrued and unpaid interest.All obligations under the Senior Unsecured Loan Facility are unconditionally guaranteed by the Company and substantially all of Euramax’s existing and future direct and indirect wholly‑owned domestic material restricted subsidiaries.

7

The Senior Unsecured Loan Facility contains restrictive covenants that limit, among other things, the ability of Euramax and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants.

The Senior Unsecured Loan Facility contains certain customary representations and warranties, affirmative covenants and events of default, including among other things, payment defaults, covenant defaults, cross‑defaults to certain indebtedness, certain events of bankruptcy, material judgments, and failure of any guaranty supporting the Senior Unsecured Loan Facility to be in force and effect in any material respect. If such an event of default occurs, the administrative agent would be entitled to take various actions, including the acceleration of amounts due under the Senior Unsecured Loan Facility and all actions permitted to be taken by an unsecured creditor.

ABL Credit Facility

On March 18, 2011, the Company, Euramax, and certain of its domestic subsidiaries, entered into the ABL Credit Facility with Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner. The ABL Credit Facility provides for revolving credit financing of up to $70 million, subject to borrowing base availability. At March 30, 2012, $38.3 million was available to be drawn on the ABL Facility. The ABL Credit Facility matures on September 18, 2015.

Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either (a) LIBOR plus an applicable margin or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by Regions Bank as its “prime rate” for commercial loans, (2) the federal funds effective rate plus 0.50% and (3) the one-month LIBOR plus 1.00%, plus an applicable margin. The applicable margin is dependent upon the type of borrowings the Company has made under the ABL Credit Facility. At March 30, 2012, the applicable margins were 2.50% and 1.50% for LIBOR and Base Rate borrowings, respectively. The applicable margins are subject to Euramax’s corporate credit rating as determined from time to time by Standard and Poor’s and Moody’s Investors Service and range from 2.00% to 2.75% for LIBOR borrowings and 1.00% to 1.75% for Base Rate borrowings. The weighted average interest rate, including the applicable margin payable on outstanding borrowings under the ABL Credit Facility, at March 30, 2012 was 3.1%. The ABL Credit Facility requires the Company to pay a commitment fee ranging from 0.375% to 0.5%, based on the unutilized commitments. The Company is also required to pay customary letter of credit fees, including, without limitation, a letter of credit fee equal to the applicable margin on revolving credit LIBOR loans and fronting fees.

All obligations under the ABL Credit Facility are unconditionally guaranteed by the Company and substantially all of Euramax’s existing and future direct and indirect, wholly owned domestic restricted subsidiaries which are not borrowers. All obligations under the ABL Credit Facility are secured, subject to certain exceptions, by a first‑priority security interest in Euramax’s and the Guarantors’ inventory and accounts receivable and related assets, referred to as the ABL Collateral, and a junior‑priority security interest in (i) substantially all of Euramax’s and the Guarantors’ assets (other than inventory and accounts receivable and related assets, which assets secure the ABL Credit Facility on a first priority basis) and (ii) all of Euramax’s capital stock and the capital stock of each material domestic restricted subsidiary owned by Euramax or a Guarantor and 65% of the voting capital stock and 100% of any non-voting capital stock of foreign restricted subsidiaries directly owned by Euramax or a Guarantor, which we refer to collectively as the Notes Collateral.

The ABL Credit Facility contains affirmative and negative covenants customary for this type of financing, including, but not limited to financial covenants requiring Euramax to meet a minimum consolidated fixed charge coverage ratio of at least 1.15 to 1.00 when excess availability is less than 15% of the lesser of the aggregate amount of commitments outstanding at such time and the borrowing base. As of March 30, 2012, excess availability exceeded 15% of the borrowing base; therefore, Euramax was not required to meet the minimum consolidated fixed charge coverage ratio. Additionally, restrictive covenants limit the ability of the Company and certain of its subsidiaries to incur liens, incur, assume or permit to exist additional indebtedness, guarantees and other contingent obligations, consolidate, merge or sell all or substantially all of their assets, pay dividends or make other distributions, make certain loans and investments, amend or otherwise alter the terms of documents related to certain of their indebtedness, enter into transactions with affiliates and prepay certain indebtedness, in each case, subject to exclusions, and other customary covenants.

8

Dutch Revolving Credit Facility

In February 2012, the Company's wholly owned subsidiary Euramax Coated Products, BV, entered into a revolving credit facility, with Rabobank Roermond (the "Dutch Revolving Credit Facility"). The Dutch Revolving Credit Facility provides revolving credit financing of up to EUR 15 million and matures on April 1, 2016. Borrowings under the Dutch Revolving Credit Facility bear interest at a rate per annum which is the aggregate of the average one month Euribor rate over a calendar month plus a margin of 2% and requires payment of a commitment fee of 0.35% per annum on the nominal amount of the credit facility. All obligations under the Dutch Revolving Credit Facility are secured by a mortgage on the real estate of Euramax Coated Products, BV, a pledge on present and future machinery of Euramax Coated Products, BV, and a pledge on present and future accounts receivable balances of Euramax Coated Products, BV. There were no outstanding borrowings under the Dutch Revolving Credit Facility as of March 30, 2012.

The Dutch Revolving Credit Facility contains financial and non-financial covenants customary for this type of financing. Financial Covenants include, but are not limited to, a minimum annual EBITDA target and a minimum amount of risk-bearing capital for Euramax Coated Products, BV both measured at the Company's fiscal year-end. The Dutch Revolving Credit Facility also contains a clause limiting further indebtedness. As of March 30, 2012, the Company is in compliance with all covenants.

4. Financial Instruments

The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company's financial performance and are referred to as "market risks." The Company, when deemed appropriate, uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary market risk managed by the Company through the use of derivative instruments is foreign currency exchange rate risk. The Company does not enter into derivative contracts for trading purposes.

In 2011, the Company entered into forward contracts to buy or sell a quantity of a currency at a predetermined future date, and at a predetermined rate or price to mitigate uncertainty and volatility, and to cover underlying exposures to certain payments in currencies other than the functional currency. The Company has not designated these contracts for hedge accounting treatment and, therefore, the gains and losses on these contracts are recorded in other income (loss). In the first quarter of 2012, the Company recognized a gain of $0.2 million in Other income, net related to these forward contracts.

As of December 30, 2011, derivatives totaling approximately $0.6 million were carried at fair value in the consolidated balance sheet in the line item other assets. The Company determined that the fair value of the foreign exchange contracts were level 2 measurements in the fair value hierarchy. To measure the fair value of the foreign exchange contracts the Company obtained quotations from financial institutions. As of March 30, 2012, the Company had no outstanding derivative financial instruments which required fair value measurements.

5. Commitments and Contingencies

Raw Material Commitments

The Company’s primary raw materials are aluminum and steel coil. Because changes in aluminum and steel prices are generally passed through to customers, increases or decreases in aluminum and steel prices generally cause corresponding increases and decreases in reported net sales, causing fluctuations in reported revenues that are unrelated to the level of business activity. However, if the Company is unable to pass through aluminum and steel price increases to customers in the future, its business and results of operations could be materially adversely affected. Although the Company believes there is sufficient supply in the marketplace to competitively source all of its aluminum and steel needs without reliance on any particular supplier, any major disruption in the supply and/or price of aluminum and steel could have a material adverse effect on the Company’s business and financial condition.

To ensure a margin on specific customer orders, the Company may commit to purchase aluminum ingot or coil at a fixed market price for future delivery. These contracts are for normal purchases and sales, and therefore are not required to be accounted for as derivatives.

9

Litigation

The Company is currently party to legal proceedings that have arisen in the ordinary course of business. The Company has and will continue to vigorously defend itself in these matters. It is the opinion of the Company’s management, based upon information available at this time, that the expected outcome of all matters to which the Company is currently a party would not reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Environmental Matters

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

In connection with the acquisition of the Company from Alumax Inc. (which was acquired by Aluminum Company of America in May 1998, and hereafter referred to as Alumax) on September 25, 1996, the Company was indemnified by Alumax for substantially all of its costs, if any, related to specifically identified environmental matters arising prior to the closing date of the acquisition during the period of time it was owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the remediation of eleven specified existing National Priorities List (NPL) sites for which the Company had been named a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) as of the closing date of the acquisition from Alumax, as well as certain potential costs for nine sites to which the Company may have sent waste for disposal. The Company does not believe that it has any 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. Any receivable for recoveries under the indemnification would be recorded separately from the corresponding liability when the environmental claim and related recovery is determined to be probable. In addition, the Company establishes reserves for remedial measures required from time to time at its own facilities. Management believes that the reasonably probable outcomes of these matters will not be material. The Company’s reserves, expenditures, and expenses for all environmental exposures were not significant as of any of the dates or for any of the periods presented.

Product Warranties

The Company provides warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. The Company provides accruals for warranties based on historical experience and expectations of future occurrence. Changes in the product warranty accrual are summarized as follows:

	Three months ended
	March 30, 2012			April 1, 2011
	(in thousands)
Balance, beginning of period	$	5,050		$	5,561
Payments made or service provided	(743		)	(668		)
Warranty expense	880			396
Foreign currency translation	225			114
Balance, end of period	$	5,412		$	5,403

6. Income Taxes

The income tax provision (benefit) for 2012 and 2011 are computed at the effective rate expected to be applicable in each respective full year using the statutory rates on a country by country basis, adjusted for changes in valuation allowances relating to the Company’s net operating loss and capital loss carryforwards in the United States. The effective rates for the three month periods ended March 30, 2012 and April 1, 2011, were 4.4% and (11.7)%, respectively.

10

The effective rate for the three months ended March 30, 2012 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations as compared to the U.S. federal rates, U.S. tax impact of foreign dividends and non-deductible foreign currency transaction gains and losses, and valuation allowances related to net losses in the U.K. and for U.S. federal and state net operating losses.

The effective rate for the three months ended April 1, 2011 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations as compared to the U.S. federal rates, U.S. tax impact of foreign dividends and non-deductible foreign currency transaction gains and losses, and valuation allowances set up on the U.S. federal and state net operating losses.

7. Employee Benefit Plans

In the second quarter of 2011, the Company announced plans to move its operations in Romeoville, IL to its existing facility in Nappanee, IN. This move, intended to reduce fixed overhead costs, triggered an early withdrawal from the multiemployer pension plan benefiting hourly employees at the Romeoville facility. Accordingly, the Company recorded a $1.2 million charge in its U.S. Commercial Products segment for liabilities associated with this withdrawal. The liability represents the present value of estimated future payments for the Company’s proportionate share of unfunded vested benefits under the multiemployer plan. The actual liability will not be known until the plan trustee completes a final assessment of the withdrawal liability.

Retirement Plans

The Company maintains a non-contributory defined benefit pension plan covering substantially all U.S. hourly employees (the U.S. Plan). In addition, the employees at Euramax Coated Products Limited and Ellbee Limited participate in a single employer pension plan (the UK Plan). The measurement date for the U.S. and UK plans is the last day of the fiscal year. The Company curtailed the accrual of participant benefits provided under the UK Plan effective March 31, 2009. This curtailment did not affect the timing for the payment of benefits earned under the UK Plan through the curtailment date. In January 2010, the Company's board of directors approved a motion to freeze future benefit accruals under the U.S. Pension Plan. The impact on the Company's projected benefit obligation was not significant. Components of net periodic pension cost for the Company’s defined and multiemployer pension plans were as follows:

	Three months ended
	March 30, 2012						April 1, 2011
	U.S. Plan			UK Plan			U.S. Plan			UK Plan
	(in thousands)
Components of net periodic pension cost
Service cost	$	19		$	—		$	10		$	—
Interest cost	128			581			128			594
Expected return on assets	(144		)	(412		)	(140		)	(461		)
Recognized actuarial net loss	62			23			—			—
Total Company defined benefit plan expense	65			192			(2		)	133
Multiemployer benefit expense	278			—			256			—
Net periodic pension cost	$	343		$	192		$	254		$	133

8. Fair Value Measurements

Accounting principles generally accepted in the United States define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

11

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Observable inputs other than quoted prices included in Level 1. We value assets and liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Recurring Fair Value Measurements

In accordance with accounting principles generally accepted in the United States, certain assets and liabilities are required to be recorded at fair value on a recurring basis. For our Company, the only assets and liabilities that are adjusted to fair value on a recurring basis are derivative financial instruments.

Derivative Financial Instruments

The fair values of our futures contracts were primarily determined using quoted contract prices from financial institutions. The fair values of these instruments were based on the closing contract price as of the balance sheet date and were classified as Level 1. As of March 30, 2012, we had no derivative financial instruments outstanding. As of December 30, 2011, we had outstanding derivative financial instruments totaling approximately $0.6 million.

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis as required by accounting principles generally accepted in the United States. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges.

The Company did not record any significant impairment charges related to assets measured at fair value on a nonrecurring basis during the three month periods ended March 30, 2012 and April 1, 2011.

Other Fair Value Disclosures

The carrying amounts of cash and cash equivalents; receivables; accounts payable and accrued expenses; and loans and notes payable approximate their fair values because of the relatively short-term maturities of these instruments.

9. Segment Information

The Company manages its business and serves its customers through reportable segments differentiated by product type, end market, and geography. In the first quarter of 2012, the Company completed a reorganization of its U.S. operational structure. The reorganization included the consolidation of all U.S. operating companies into one legal entity and realigned reporting and management responsibilities based upon the Company's residential and commercial product offerings. As a result of the restructuring, the Company has identified two U.S. reporting segments; U.S. Residential Products and U.S. Commercial Products. Prior to this restructuring, our reporting segments consisted of U.S. Residential Building Products, U.S. Non-Residential Building Products and U.S. RV and Specialty Building Products. Our first quarter 2011 results have been adjusted to reflect the Company's change in reportable segments. These organizational changes did not impact our European reportable segments.

Our four reportable segments are described below:

U.S. Residential Products—The U.S. Residential Products segment utilizes aluminum, steel, copper and vinyl to produce residential roof drainage products, including preformed gutters, downspouts, elbows, soffit, drip edge, fascia, flashing, snow guards and related accessories. These products are used primarily for the repair, replacement or enhancement of residential roof drainage systems. The Company sells these products to home improvement retailers, lumber yards, distributors and contractors from manufacturing and distribution facilities throughout North America. The Company also produces specialty made-to-order vinyl replacement windows and aluminum patio and awning components sold primarily to home improvement contractors in the Western U.S.

12

U.S. Commercial Products—The U.S. Commercial Products segment utilizes various materials, including steel coil, aluminum coil and fiberglass to create various products with commercial applications, including roofing and siding panels, ridge caps, flashing, trim, soffit and other accessories as well sidewall components, siding and other exterior components for the towable RV, cargo and manufactured housing markets. The Company sells these products to builders, contractors, lumber yards, home improvement retailers, OEM's, and RV manufacturers from manufacturing and distribution facilities located throughout the U.S. These products are used in the construction of a wide variety of small scale non-residential, agricultural and industrial building types on either wood or metal frames, manufactured homes, and towable RVs.

European Roll Coated Aluminum—The European Roll Coated Aluminum segment uses a roll coating process to apply paint to bare aluminum coil and, to a lesser extent, bare steel coil in order to produce specialty coated coil, which the Company also processes into specialty coated sheets and panels. The Company sells these products to building panel manufacturers, contractors and UK “holiday home,” RV and transportation OEMs throughout Europe and in parts of Asia. The Company’s customers use its specialty coated metal products to manufacture, among other things, RV sidewalls, commercial roofing panels, interior ceiling panels, and liner panels for shipping containers. The Company produces and distributes these roll coated products from facilities located in the Netherlands and the UK.

European Engineered Products—The European Engineered Products segment utilizes aluminum and vinyl extrusions to produce residential windows, doors and shower enclosures. These products are sold to home improvement retailers, distributors and factory‑built “holiday home” builders in the UK. The Company also produces windows used in the operator compartments of heavy equipment, components sold to suppliers to automotive OEMs in Western Europe and RV doors. The Company produces and distributes these engineered products from facilities in France and the UK and has developed extensive in-house manufacturing capabilities, including powder coating, glass cutting, anodizing and glass toughening.

The Company evaluates the performance of its segments and allocates resources to them based primarily on segment income or (loss) from operations. Expenses, income and assets that are not segment specific relate to holding company and business development activities conducted for the overall benefit of the Company, and accordingly, are not attributable to the Company’s segments.

The following table presents information about reported segments for the three months ended March 30, 2012:

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
Three months ended March 30, 2012	(in thousands)
Net sales:
Third party	$	60,646	$	64,155		$	54,148	$	19,734		$	—		$	—		$	198,683
Intersegment	272		90			158		—			—			(520		)	—
Total net sales	$	60,918	$	64,245		$	54,306	$	19,734		$	—		$	(520	)	$	198,683
(Loss) income from operations	$	3,507	$	(3,053	)	$	2,593	$	(380	)	$	(2,953	)	$	—		$	(286	)
Depreciation and amortization	$	2,643	$	2,048		$	2,397	$	622		$	971		$	—		$	8,681
Capital expenditures	$	451	$	195		$	477	$	303		$	—		$	—		$	1,426

13

The following table presents information about reported segments for the three months ended April 1, 2011:

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products		Other Non- Allocated			Eliminations			Consolidated
Three months ended April 1, 2011	(in thousands)
Net sales:
Third party	$	60,184	$	66,822		$	60,446	$	22,927	$	—		$	—		$	210,379
Intersegment	254		4			166		—		—			(424		)	—
Total net sales	$	60,438	$	66,826		$	60,612	$	22,927	$	—		$	(424	)	$	210,379
Income (loss) from operations	$	2,894	$	(2,240	)	$	4,806	$	575	$	(5,223	)	$	—		$	812
Depreciation and amortization	$	2,845	$	2,100		$	2,643	$	780	$	869		$	—		$	9,237
Capital expenditures	$	314	$	961		$	396	$	666	$	939		$	—		$	3,276

It is impractical for the Company to provide revenues from external customers by groups of similar products. Accordingly, the following table reflects revenues from external customers by markets for the periods indicated.

		Three months ended
Customers/Markets	Primary Products	March 30, 2012		April 1, 2011
		(in thousands)
Original Equipment Manufacturers (“OEMs”)	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; windows and roofing and composite building panels	$	61,059	$	66,488
Home Improvement Retailers	Rain carrying systems, roofing accessories, steel roofing and siding, windows, doors and shower enclosures	38,319		39,961
Industrial and Architectural Contractors	Standing seam panels; siding and roofing accessories; and composite building panels	35,890		38,908
Rural Contractors	Steel and aluminum roofing and siding	27,108		26,867
Distributors	Metal coils, rain carrying systems and roofing accessories	20,188		19,548
Manufactured Housing	Steel siding and trim components	8,693		10,267
Home Improvement Contractors	Vinyl replacement windows; metal coils, rain carrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings	7,426		8,340
		$	198,683	$	210,379

14

10. Supplemental Guarantor Condensed Financial Information

On March, 18, 2011, Euramax Holdings, Inc. (presented as Parent in the following schedules), through its 100%-owned subsidiary, Euramax International, Inc. (presented as Issuer in the following schedules) issued the Notes. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings, Inc. Additionally, the Notes were fully and unconditionally guaranteed by all material domestic subsidiaries, collectively referred to as the "Guarantors." On December 30, 2011, as permitted by the First Supplemental Indenture, the Company completed the merger of the Guarantor subsidiaries with Euramax International, Inc. This merger does not adversely affect the legal rights under the Indenture of any holder of the Notes in any material respect. All other subsidiaries of Euramax International, Inc., whether direct or indirect, do not guarantee the Senior Secured Notes (the "Non-Guarantors").

Additionally, the Notes are secured on a second priority basis by liens on all of the collateral (subject to certain exceptions) securing Euramax International, Inc.’s senior secured credit facilities. In the event that secured creditors exercise remedies with respect to Euramax International, Inc.'s pledged assets, the proceeds of the liquidation of those assets will first be applied to repay obligations secured by the first priority liens under the senior secured credit facilities and any other first priority obligations.

The following condensed consolidating financial statements present the results of operations, comprehensive loss, financial position and cash flows of (1) the Parent, (2) the Issuer (including all Guarantor subsidiaries prior to the merger), (3) the Non-Guarantor Subsidiaries, and (4) eliminations to arrive at the information for Euramax Holdings, Inc. on a consolidated basis. The condensed consolidating financial statements for all periods presented reflect the legal entity structure and Notes guaranty as of March 30, 2012 for comparative purposes. Separate financial statements and other disclosures concerning the former Guarantor subsidiaries are not presented because management does not believe such information is material to investors.

15

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

March 30, 2012
(in thousands)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	2,048		$	11,140		$	—		$	13,188
Accounts receivable, net of allowance for doubtful accounts	—			47,697			47,712			—			95,409
Inventories, net	—			62,803			33,343			—			96,146
Income taxes receivable	—			268			680			—			948
Deferred income taxes	—			1,702			209			—			1,911
Other current assets	—			3,949			2,654			—			6,603
Total current assets	—			118,467			95,738			—			214,205
Property, plant and equipment, net	—			69,853			75,002			—			144,855
Amounts due from affiliates	—			236,504			28,621			(265,125		)	—
Goodwill	—			81,054			118,949			—			200,003
Customer relationships, net	—			40,737			25,752			—			66,489
Other intangible assets, net	—			7,980			—			—			7,980
Investment in consolidated subsidiaries	(55,104		)	28,424			—			26,680			—
Deferred income taxes	—			—			15			—			15
Other assets	—			6,510			3,854			—			10,364
Total assets	$	(55,104	)	$	589,529		$	347,931		$	(238,445	)	$	643,911
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	—		$	45,403		$	27,696		$	—		$	73,099
Accrued expenses and other current liabilities	123			15,537			20,117			—			35,777
Accrued interest payable	—			17,848			—			—			17,848
Deferred income taxes	—			—			916			—			916
Total current liabilities	123			78,788			48,729			—			127,640
Long-term debt	—			507,856			—			—			507,856
Amounts due to affiliates	4,383			27,025			233,717			(265,125		)	—
Deferred income taxes	—			8,430			12,919			—			21,349
Other liabilities	—			22,534			24,142			—			46,676
Total liabilities	4,506			644,633			319,507			(265,125		)	703,521
Shareholders’ equity (deficit):
Common stock	185			—			21			(21		)	185
Additional paid-in capital	719,592			656,688			199,452			(856,140		)	719,592
Accumulated loss	(790,207		)	(722,612		)	(185,221		)	907,833			(790,207		)
Accumulated other comprehensive income	10,820			10,820			14,172			(24,992		)	10,820
Total shareholders’ equity (deficit)	(59,610		)	(55,104		)	28,424			26,680			(59,610		)
Total liabilities and shareholders’ equity (deficit)	$	(55,104	)	$	589,529		$	347,931		$	(238,445	)	$	643,911

16

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

December 30, 2011
(in thousands)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	962		$	13,365		$	—		$	14,327
Accounts receivable, net of allowance for doubtful accounts	—			43,241			39,993			—			83,234
Inventories, net	—			51,456			31,940			—			83,396
Income taxes receivable	—			177			520			—			697
Deferred income taxes	—			1,702			204			—			1,906
Other current assets	—			2,688			1,648			—			4,336
Total current assets	—			100,226			87,670			—			187,896
Property, plant and equipment, net	—			72,848			73,701			—			146,549
Amounts due from affiliates	—			232,191			28,360			(260,551		)	—
Goodwill	—			81,054			115,632			—			196,686
Customer relationships, net	—			43,110			26,526			—			69,636
Other intangible assets, net	—			8,148			—			—			8,148
Investment in consolidated subsidiaries	(48,935		)	30,605			—			18,330			—
Deferred income taxes	—			—			6			—			6
Other assets	—			6,418			3,907			—			10,325
Total assets	$	(48,935	)	$	574,600		$	335,802		$	(242,221	)	$	619,246
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	—		$	32,692		$	21,637		$	—		$	54,329
Accrued expenses and other current liabilities	96			16,623			16,706			—			33,425
Accrued interest payable	—			8,886			—			—			8,886
Deferred income taxes	—			—			891			—			891
Total current liabilities	96			58,201			39,234			—			97,531
Long-term debt	—			507,988			—			—			507,988
Amounts due to affiliates	4,262			27,315			228,974			(260,551		)	—
Deferred income taxes	—			8,158			13,343			—			21,501
Other liabilities	—			21,873			23,646			—			45,519
Total liabilities	4,358			623,535			305,197			(260,551		)	672,539
Shareholders’ equity (deficit):
Common stock	185			—			21			(21		)	185
Additional paid-in capital	718,837			655,934			199,452			(855,386		)	718,837
Accumulated loss	(782,087		)	(714,641		)	(182,232		)	896,873			(782,087		)
Accumulated other comprehensive income	9,772			9,772			13,364			(23,136		)	9,772
Total shareholders’ equity (deficit)	(53,293		)	(48,935		)	30,605			18,330			(53,293		)
Total liabilities and shareholders’ equity (deficit)	$	(48,935	)	$	574,600		$	335,802		$	(242,221	)	$	619,246

17

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSFor the Three Months Ended March 30, 2012
(in thousands)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net Sales	$	—		$	122,442		$	77,731		$	(1,490	)	$	198,683
Costs and Expense:
Cost of goods sold (excluding depreciation and amortization)	—			103,647			64,408			(1,490		)	166,565
Sales and general (excluding depreciation and amortization)	149			14,918			7,814			—			22,881
Depreciation and amortization	—			5,552			3,129			—			8,681
Other operating charges	—			281			561			—			842
(Loss) income from operations	(149		)	(1,956		)	1,819			—			(286		)
Equity in earnings of subsidiaries	(7,971		)	(2,989		)	—			10,960			—
Interest expense	—			(13,310		)	(226		)	—			(13,536		)
Intercompany income (loss), net	—			4,373			(4,373		)	—			—
Other income (loss), net	—			6,337			(293		)	—			6,044
Loss before income taxes	(8,120		)	(7,545		)	(3,073		)	10,960			(7,778		)
Provision (benefit) for income taxes	—			426			(84		)	—			342
Net loss	$	(8,120	)	$	(7,971	)	$	(2,989	)	$	10,960		$	(8,120	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOMEFor the Three Months Ended March 30, 2012
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net loss	$	(8,120	)	$	(7,971	)	$	(2,989	)	$	10,960		$	(8,120	)
Foreign currency translation adjustment	963			963			785			(1,748		)	963
Net change in pension and other benefit liabilities, net of tax	85			85			23			(108		)	85
Comprehensive loss	$	(7,072	)	$	(6,923	)	$	(2,181	)	$	9,104		$	(7,072	)

18

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSFor the Three Months Ended April 1, 2011
(in thousands)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net Sales	$	—		$	124,954		$	87,762		$	(2,337	)	$	210,379
Costs and Expense:
Cost of Goods Sold (excluding depreciation and amortization)	—			105,247			70,973			(2,337		)	173,883
Sales and general (excluding depreciation and amortization)	148			15,237			8,645			—			24,030
Depreciation and amortization	—			5,692			3,545			—			9,237
Other operating charges	—			2,417			—			—			2,417
Income (loss) from operations	(148		)	(3,639		)	4,599			—			812
Equity in earnings of subsidiaries	(8,183		)	5,398			—			2,785			—
Interest expense	—			(12,382		)	(2,751		)	—			(15,133		)
Intercompany income (loss), net	—			630			(630		)	—			—
Other income, net	—			1,490			3,396			—			4,886
(Loss) income before income taxes	(8,331		)	(8,503		)	4,614			2,785			(9,435		)
Income tax benefit	—			(320		)	(784		)	—			(1,104		)
Net (loss) income	$	(8,331	)	$	(8,183	)	$	5,398		$	2,785		$	(8,331	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

For the Three Months Ended April 1, 2011

(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor		Eliminations			Total
Net (loss) income	$	(8,331	)	$	(8,183	)	$	5,398	$	2,785		$	(8,331	)
Foreign currency translation adjustment	4,296			4,296			4,365		(8,661		)	4,296
Comprehensive (loss) income	$	(4,035	)	$	(3,887	)	$	9,763	$	(5,876	)	$	(4,035	)

19

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFor the Three Months Ended March 30, 2012
(in thousands)

	Parent		Issuer			Non-Guarantor			Eliminations		Total
Net cash used in operating activities	$	—	$	5,036		$	(5,702	)	$	—	$	(666	)
Cash flows from investing activities:
Proceeds from sale of assets	—		1,167			2			—		1,169
Capital expenditures	—		(580		)	(846		)	—		(1,426		)
Net cash provided by (used in) investing activities	—		587			(844		)	—		(257		)
Cash flows from financing activities:
Net repayments on ABL Credit Facility	—		(206		)	—			—		(206		)
Debt issuance costs	—		—			(46		)	—		(46		)
Due (to) from affiliates	—		(4,332		)	4,332			—		—
Net cash (used in) provided by financing activities	—		(4,538		)	4,286			—		(252		)
Effect of exchange rate changes on cash	—		—			36			—		36
Net (decrease) increase in cash and cash equivalents	—		1,085			(2,224		)	—		(1,139		)
Cash and cash equivalents at beginning of period	—		962			13,365			—		14,327
Cash and cash equivalents at end of period	$	—	$	2,047		$	11,141		$	—	$	13,188

20

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSFor the Three Months Ended April 1, 2011
(in thousands)

	Parent		Issuer			Non-Guarantor			Eliminations			Total
Net cash used in operating activities	$	—	$	(3,795	)	$	(1,086	)	$	—		$	(4,881	)
Cash flows from investing activities:
Proceeds from sale of assets	—		42			—			—			42
Capital expenditures	—		(2,209		)	(1,067		)	—			(3,276		)
Contributed capital to subsidiaries	—		(99,930		)	—			99,930			—
Return of capital from subsidiaries	—		151,083			—			(151,083		)	—
Net cash (used in) provided by investing activities	—		48,986			(1,067		)	(51,153		)	(3,234		)
Cash flows from financing activities:
Changes in bank overdrafts	—		2,997			—			—			2,997
Net borrowings on ABL Credit Facility	—		15,000			—			—			15,000
Net repayments on First Lien Credit Facility	—		(302,394		)	(109,634		)	—			(412,028		)
Borrowings under Senior Secured Notes	—		375,000						—			375,000
Borrowings under Senior Unsecured Notes	—		19,812			—			—			19,812
Contributed capital to subsidiaries	—		—			99,930			(99,930		)	—
Return of capital	—		—			(151,083		)	151,083			—
Debt issuance costs	—		(8,282		)	—			—			(8,282		)
Due (to) from affiliates	—		(155,477		)	155,477			—			—
Net cash used in financing activities	—		(53,344		)	(5,310		)	51,153			(7,501		)
Effect of exchange rate changes on cash	—		—			(704		)	—			(704		)
Net decrease in cash and cash equivalents	—		(8,153		)	(8,167		)	—			(16,320		)
Cash and cash equivalents at beginning of period	—		8,271			16,631			—			24,902
Cash and cash equivalents at end of period	$	—	$	118		$	8,464		$	—		$	8,582

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

Forward-Looking Statements

Certain statements contained in this document are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements related to plans for future business development activities, anticipated costs of revenues, product mix, research and development and selling, general and administrative activities, and liquidity and capital needs and resources. When used in this report, the words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are generally intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which only speak as of the date of this quarterly report. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.

Business Overview

We are a leading international producer of metal and vinyl products sold to the residential repair and remodel, commercial construction and recreational vehicle (RV) markets primarily in North America and Europe. We are a leader in several niche product categories, including preformed roof-drainage products sold in the U.S., metal roofing and siding for post frame construction in the U.S., and aluminum siding for towable RVs in the U.S. and Europe.

Our customers are located predominantly throughout North America and Europe and include distributors, contractors and home improvement retailers, as well as RV, transportation and other original equipment manufacturers, or OEMs. We have extensive in-house manufacturing and distribution capabilities for our more than 10,000 unique products and operate through a network consisting of 38 facilities, including 32 located in North America and six located in Europe. We have over 50 years of experience manufacturing building products and RV exterior components, including our time as a division of our former parent, Alumax Inc., or Alumax, a fully integrated aluminum producer acquired by Alcoa Inc. in 1998. We have operated as an independent company since 1996 when our division was acquired in a management-led buyout.

Results of Operations

Our financial performance is affected by, among other factors, underlying trends in the United States and Europe that influence demand for products sold to residential repair and remodeling, commercial construction and RV markets.

• Our building products sold for residential repair and remodeling activities include roof drainage products, vinyl windows, patios and awnings, and doors. Projects that utilize many of our roof drainage repair and remodeling products are often low cost activities that are necessary to prevent home damage as a result of wear and tear or weather damage. Roof drainage repair projects are often low cost and non‑discretionary in nature. Repair and remodeling activity related to products other than roof drainage are typically higher cost and driven by turnover and aging of housing stock, consumer sentiment, availability of home equity and consumer financing and, in the case of our vinyl window products, consumer interest in energy efficiency.

• Our building products sold for commercial construction include, in the United States, light gauge steel and aluminum roofing and siding panels, trim and hardware and, in Europe, the Middle East and Asia, roll coated aluminum coil and sheet. Demand for these products is driven by consumer confidence, interest rates, consumer disposable income, the strength of agricultural markets, consumer access to affordable financing and commercial construction trends.

• Our commercial products sold to the RV market include siding and roofing. Demand for these RV products is driven by trends in disposable income, interest rates and general economic conditions, as well as similar demographic trends relating to the increased proportion of the United States and European population in the 55 through 74 year old age group, who serve as an important source of demand for our RV products.

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Our sales volumes have historically been higher in the second quarter and third quarters due to the seasonal demand of the building products markets served. Our working capital needs have been at their highest during these periods as well.

Segment Information

We manage our business and serve our customers through reportable segments differentiated by product type, end market, and geography. In the first quarter of 2012, we completed a reorganization of our U.S. operational structure. The reorganization included the consolidation of all U.S. operating companies into one legal entity and realigned reporting and management responsibilities based upon the Company's residential and commercial product offerings. As a result of the restructuring, we have identified two U.S. reporting segments; U.S. Residential Products and U.S. Commercial Products. Prior to this restructuring, our reporting segments consisted of U.S. Residential Building Products, U.S. Non-Residential Building Products and U.S. RV and Specialty Building Products. Our first quarter 2011 results have been adjusted to reflect the Company's change in reportable segments. These organizational changes did not impact our European reportable segments.

Our four reportable segments are described below:

U.S. Residential Products—The U.S. Residential Products segment utilizes aluminum, steel, copper and vinyl to produce residential roof drainage products, including preformed gutters, downspouts, elbows, soffit, drip edge, fascia, flashing, snow guards and related accessories. These products are used primarily for the repair, replacement or enhancement of residential roof drainage systems. We sell these products to home improvement retailers, lumber yards, distributors and contractors from manufacturing and distribution facilities throughout North America. We also produce specialty made-to-order vinyl replacement windows and aluminum patio and awning components sold primarily to home improvement contractors in the Western U.S.

U.S. Commercial Products—The U.S. Commercial Products segment utilizes various materials, including steel coil, aluminum coil and fiberglass to create various products with commercial applications, including roofing and siding panels, ridge caps, flashing, trim, soffit and other accessories as well sidewall components, siding and other exterior components for the towable RV, cargo and manufactured housing markets. We sell these products to builders, contractors, lumber yards, home improvement retailers, OEM's, and RV manufacturers from manufacturing and distribution facilities located throughout the U.S. These products are used in the construction of a wide variety of small scale non-residential, agricultural and industrial building types on either wood or metal frames, manufactured homes, and towable RVs.

European Roll Coated Aluminum—The European Roll Coated Aluminum segment uses a roll coating process to apply paint to bare aluminum coil and, to a lesser extent, bare steel coil in order to produce specialty coated coil, which the Company also processes into specialty coated sheets and panels. We sell these products to building panel manufacturers, contractors and UK “holiday home,” RV and transportation OEMs throughout Europe and in parts of Asia. Our customers use our specialty coated metal products to manufacture, among other things, RV sidewalls, commercial roofing panels, interior ceiling panels, and liner panels for shipping containers. We produce and distribute these roll coated products from facilities located in the Netherlands and the UK.

European Engineered Products—The European Engineered Products segment utilizes aluminum and vinyl extrusions to produce residential windows, doors and shower enclosures. These products are sold to home improvement retailers, distributors and factory‑built “holiday home” builders in the UK. We also produce windows used in the operator compartments of heavy equipment, components sold to suppliers to automotive OEMs in Western Europe and RV doors. We produce and distribute these engineered products from facilities in France and in the UK and have developed extensive in-house manufacturing capabilities, including powder coating, glass cutting, anodizing and glass toughening.

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Three months ended March 30, 2012 Compared to the Three months ended April 1, 2011.

The following table sets forth net sales and (loss) income from operations data by segment for the three months ended March 30, 2012 and April 1, 2011:

	Net Sales						(Loss) Income from Operations
	Three Months Ended						Three Months Ended
	March 30, 2012		April 1, 2011		Increase (Decrease)		March 30, 2012			April 1, 2011			Increase (Decrease)
	(Dollars in millions)
U.S. Residential Products	$	60.6	$	60.2	0.7	%	$	3.5		$	2.9		20.7%
U.S. Commercial Products	64.2		66.8		(3.9	)%	(3.0		)	(2.2		)	(36.4)%
European Roll Coated Aluminum	54.2		60.4		(10.3	)%	2.6			4.8			(45.8)%
European Engineered Products	19.7		23.0		(14.3	)%	(0.4		)	0.6			N/A
Other Non-Allocated	—		—		—	%	(3.0		)	(5.3		)	43.4%
Totals	$	198.7	$	210.4	(5.6	)%	$	(0.3	)	$	0.8		N/A

Net Sales. Net sales include revenue recognized from the sales of our products less provisions for returns, allowances, rebates and discounts. Our net sales declined$11.7 million, or 5.6%, to $198.7 million in the first quarter of 2012 compared to $210.4 million in the first quarter of 2011. Net sales in our European Roll Coated Aluminum and European Engineered Product segment were negatively impacted by economic uncertainty throughout Europe which has resulted in delays of architectural and industrial products and reduced consumer confidence. The weakening of the euro and British pound sterling against the U.S. dollar also resulted in a decline in net sales during the quarter. Net sales of our U.S. Commercial Products have declined in the first quarter of 2012 compared to the first quarter of 2011, while net sales of our U.S. Residential Products segment remained relatively flat compared to first quarter 2011.

Net sales of our U.S. Residential Products segment increased$0.4 million, or 0.7%, to $60.6 million in the first quarter of 2012 compared to $60.2 million in the first quarter of 2011. Increased demand from distributors for our roof drainage, roof edge and related products resulted in higher net sales. Demand in the distributor market in the first quarter of 2012 benefited from mild winter weather compared to the prior year quarter and was generally offset by volume declines in the home center market and declines in demand for vinyl windows and patio components sold to contractors. Home center volume declines in the 1st quarter of 2012 were driven by inventory building during the 1st quarter of 2011 at certain retailers which resulted in higher level of inventory on hand at store locations and lower sales volume for the balance of 2011. Demand for our vinyl window and patio components continue to be impacted by economic uncertainty affecting consumer demand for higher end repair, remodel and replacement projects.

Net sales of our U.S. Commercial Products segment declined$2.6 million, or 3.9%, to $64.2 million in the first quarter of 2012 compared to $66.8 million in the first quarter of 2011. This decline in net sales is primarily due to lower demand from distributors for specialty coated aluminum coil and declines in sales volumes of RV doors as a result of our decision to exit the U.S. RV door product line during the 1st quarter of 2012. Demand for steel and aluminum roofing and siding sold to distributors, contractors, lumber yards, and builders in both the post frame construction and industrial and architectural markets remained relatively flat compared to the prior year. Sales volumes for aluminum, steel, fiberglass and laminated products from original equipment manufacturers in the transportation market also had slight increases in the current quarter.

Total net sales for our U.S. segments declined$2.2 million, or 1.7%, to $124.8 million in the first quarter of 2012 compared to $127.0 million in the first quarter of 2011.

Net sales of our European Roll Coated Aluminum segment declined$6.2 million, or 10.3%, to $54.2 million in the first quarter of 2012 compared to $60.4 million in the first quarter of 2011. The decline in net sales was primarily due to lower demand for specialty coated coil and panels used in architectural and industrial projects and for specialty coated coils and panels sold to OEMs in the transportation industry. Demand in these markets has been negatively impacted by the continuing economic crisis in Europe which has resulted in delays in architectural and other large scale projects as a result of economic uncertainty. The weakening of the euro and British pound sterling against the U.S. dollar resulted in lower net sales of $2.1 million compared to the first quarter of 2011. Sales volume in the RV market increased slightly over the prior year quarter, primarily driven by demand in Germany where consumer confidence remained high.

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Net sales of our European Engineered Products segment declined$3.3 million, or 14.3%, to $19.7 million in the first quarter of 2012 compared to $23.0 million in the first quarter of 2011. Demand in this segment has been negatively impacted by the continuing economic crisis in Europe. Specifically, declines in net sales were primarily the result of lower demand for residential windows, doors and shower enclosures sold to distributors and factory built holiday home builders in the United Kingdom. These declines were primarily the result of lower levels of holiday home production and consumer spending in the UK market. Declines in demand for engineered transportation components sold to suppliers in the compact vehicle market also negatively impacted first quarter sales. Sales declines in these markets were partially offset by increased demand for windows used in the operating compartments of heavy equipment. Weakening of foreign currencies, primarily the euro and British pound sterling, against the U.S. dollar also resulted in lower net sales of approximately $0.7 million compared to the first quarter of 2011.

Total net sales for our European segments declined$9.5 million, or 11.4%, to $73.9 million in the first quarter of 2012 compared to $83.4 million in the first quarter of 2011. Net sales declines were primarily the result of weakening demand as a result of continuing economic uncertainty across Europe. The economic crisis has resulted in the delay of architectural and industrial projects and lower consumer confidence has resulted in declining demand for holiday home and caravan production throughout Europe. Additionally, the weakening of the euro and British pound sterling against the U.S. dollar resulted in lower net sales of approximately $2.8 million compared to the first quarter of 2011.

Cost of Goods Sold. Cost of goods sold includes the cost of raw materials, manufacturing labor, packaging, utilities, freight, maintenance and other elements of manufacturing overhead. Cost of goods sold declined$7.3 million, or 4.2%, to $166.6 million in the first quarter of 2012 compared to $173.9 million in the first quarter of 2011. The decline in cost of goods sold is primarily related to volume declines in our European segments and in our US Commercial Products segment. The weakening of the euro and British pound sterling against the U.S. dollar resulted in lower cost of goods sold of approximately$2.3 million.

Selling and General. Selling and general expenses include salaries, benefits, incentive compensation, insurance, travel and entertainment and other administrative costs. Selling and general expenses declined$1.1 million, or 4.6%, to $22.9 million in the first quarter of 2012 compared to $24.0 million in the first quarter of 2011. The consolidation of operations at multiple U.S. plant locations during 2011 and the simplification of our U.S. organizational structure resulted in an overall reduction in selling and general costs during the first quarter of 2012. The weakening of the euro and British pound sterling against the U.S. dollar also decreased selling and general expenses $0.3 million compared to the first quarter of 2011.

Depreciation and Amortization. Depreciation and amortization declined$0.5 million, or 5.4%, to $8.7 million in the first quarter of 2012 compared to $9.2 million in the first quarter of 2011.

Other Operating Charges. Other operating charges includes costs related to restructuring initiatives including facility closures, relocation, and severance costs. Other operating charges declined $1.6 million to $0.8 million in the first quarter of 2012 compared to $2.4 million in the first quarter of 2011.

In the first quarter of 2012, other operating charges of approximately $0.8 million consist primarily of severance and relocation costs related to cost savings initiatives and restructuring activities in our European segments.

In the first quarter of 2011, other operating charges of $2.4 million included approximately $2.1 million of tax consulting and legal and professional fees incurred as part of our debt refinancing. As a result of these initiatives we removed restrictive financial covenants, significantly reduced interest costs, and provided extended maturity dates. The remaining $0.3 million is primarily comprised of severance and relocation costs related to cost savings initiatives and restructuring activities.

(Loss) Income from Operations. As a result of the aforementioned items, our income from operations declined$1.1 million, to a loss of $(0.3) million in the first quarter of 2012 compared to income of $0.8 million for the first quarter of 2011.

Income from operations of our U.S. Residential Products segment increased$0.6 million, or 20.7%, to $3.5 million for the first quarter of 2012 compared to $2.9 million for the first quarter of 2011. This increase is primarily related to slightly higher sales volumes combined with cost saving as a result of the consolidation of plant locations and the organizational simplification of our U.S. operating structure in 2011.

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(Loss) income from operations of our U.S. Commercial Products segment declined$0.8 million to a loss of $(3.0) million for the first quarter of 2012 compared to a loss of $(2.2) million in the first quarter of 2011. This decline is primarily the result of overall volume declines for our U.S. Commercial Products segment combined with an overall decline in gross margin, primarily related to a decline in sales of specialty coated aluminum coils. These declines were partially offset by a reduction in selling and general costs related to organizational initiatives to simplify the U.S. operating structure and consolidate operations at certain plant locations during 2011.

Income from operations of our European Roll Coated Aluminum segment declined$2.2 million to $2.6 million in the first quarter of 2012 compared to $4.8 million in the first quarter of 2011. Lower sales volumes were the primary driver of the decline in operating income in the current quarter. Additionally, selling and general costs remained relatively flat compared to the prior year quarter due to the economic crisis in Europe and uncertainty regarding the timing of recovery in our end markets.

(Loss) income from operations of our European Engineered Products segment declined$1.0 million to a loss of $(0.4) million for the first quarter of 2012 compared to income of $0.6 million for the first quarter of 2011. The decline was primarily due to lower sales volumes in this segment offset by slightly lower labor and overhead costs and selling and general expenses in the first quarter of 2012.

Interest Expense. Interest expense declined$1.6 million, or 10.6%, to $13.5 million in the first quarter of 2012 compared to $15.1 million in the first quarter of 2011. The decline in interest expense is primarily related to the Company's issuance, in March of 2011, of Senior Secured Notes at an interest rate of 9.5% and the Senior Unsecured Credit Facility at an interest rate of 12.25%. The proceeds of these issuances were used to settle outstanding amounts under the Company’s First Lien Credit Agreement, which carried a higher rate of interest.

Other Income, Net. Other income, net includes translation gains and losses on intercompany obligations, gains and losses on asset disposals, interest income and other income or expense items of a non-operating nature. Other income in the first quarter of 2012 of $6.0 million consisted primarily of translation gains on intercompany obligations due to the weakening of the euro compared to the U.S. dollar. Additionally, we recognized a gain of approximately $0.5 million on the sale of assets associated with our decision to exit our U.S. RV door product line in the Commercial Products segment, during the 1st quarter of 2012. Other income, net in the first quarter of 2011 of $4.9 million included translation gains on intercompany obligations of $6.4 million, which was partially offset by a $1.5 million loss on extinguishment of indebtedness under the First Lien Credit Agreement primarily related to the write-off of capitalized deferred financing fees.

Provision (Benefit) for Income Taxes. We reported income tax provision of $0.3 million for the first quarter of 2012, as compared to a benefit of $(1.1) million for the first quarter of 2011. Our effective tax rates were 4.4% for the three months ended March 30, 2012 and (11.7%) for the three months ended April 1, 2011.

The effective rate for the first quarter of 2012 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations as compared to the U.S. federal rates, U.S. tax impact of foreign dividends and non-deductible foreign currency transaction gains and losses, and valuation allowances related to net losses in the UK and for U.S. federal and state net operating losses.

The effective rate for the first quarter of 2011 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations as compared to the U.S. federal rates, U.S. tax impact of foreign dividends and non-deductible foreign currency transaction gains and losses, and valuation allowances set up on the U.S. federal and state net operating losses.

Our effective tax rate reflects a full valuation allowance on losses in the United States. Without a valuation allowance, earnings from the United States are generally taxed at rates higher than the foreign statutory tax rates. The 2012 effective tax rate reflects a full valuation allowance on losses in the United Kingdom. A change in the mix of pretax income from the various tax jurisdictions can have a significant impact on our periodic effective tax rate.

Net Loss. Our net loss was $(8.1) million for the first quarter of 2012, as compared to a net loss of $(8.3) million for the first quarter of 2011.

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Liquidity and Capital Resources

Our principal sources of liquidity are from cash and cash equivalents, cash from operations and borrowings under our ABL Credit Facility and Dutch Revolving Credit Facility. As of March 30, 2012, we had cash and cash equivalents of $13.2 million. Net cash used in operating activities was $(0.7) million for the three months ended March 30, 2012 compared to net cash used in operating activities of $(4.9) million for the three months ended April 1, 2011. As of March 30, 2012, we had $10.0 million outstanding and availability of $58.2 million under our revolving credit facilities.

Our ability to make payments on and to refinance our indebtedness, to fund planned capital expenditures and to satisfy our other capital and commercial commitments will depend on our ability to generate cash flow in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We believe our March 30, 2012 cash levels, together with our cash from operations and borrowings under our revolving credit facilities will be adequate to fund our cash requirements based on our current level of operations for at least the next twelve months.

Debt

Senior Secured Notes

Euramax International, Inc. (“Euramax”), the Company and certain domestic subsidiaries entered into a purchase agreement with Deutsche Bank Securities Inc., Gleacher & Company Securities, Inc., Wells Fargo Securities, LLC and Morgan Keegan & Company, Inc., which we refer to collectively as the Initial Purchasers, for the sale of $375 million aggregate principal amount of 9.50% Senior Secured Notes due 2016, which we refer to as the Notes, of our wholly‑owned subsidiary Euramax International, Inc. The Notes were issued at par pursuant to an indenture, or the Indenture, dated March 18, 2011, among Euramax, the Company and certain domestic subsidiaries and Wells Fargo Bank, National Association, as trustee, which we refer to as the Trustee. Euramax used the net proceeds from the Notes, together with cash on hand, the net proceeds from the Senior Unsecured Loan Facility and borrowings under the ABL Credit Facility, to repay its existing first lien credit facility in full. The Notes bear interest at 9.50% per year and mature on April 1, 2016, unless earlier redeemed or repurchased by Euramax. Interest is payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2011.

The Notes may be redeemed at Euramax International's option, in whole or in part, under the conditions specified in the Indenture plus accrued and unpaid interest to the redemption date, at the following redemption prices if redeemed during the 12-month period beginning on April 1 of the years indicated:

Year	Percentage
2013	107.13	%
2014	104.75	%
2015 and thereafter	100.00	%

Additionally at any time on or before April 1, 2013, Euramax may redeem (a) the greater of (i) $37.5 million and (ii) up to 10% of the aggregate principal amount of the Notes at any time and from time to time, but not more than once in any twelve‑month period, at a price equal to 103% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption; (b) up to 35% of the aggregate principal amount of the Notes issued with the net proceeds of certain equity offerings at a price equal to 109.50% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption; or (c) on any one or more occasions, redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as defined in the Indenture) , and accrued and unpaid interest, if any, to the date of redemption.

The Indenture contains restrictive covenants that limit, among other things, the ability of Euramax International and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants. The Indenture also contains customary events of default. If Euramax undergoes a change of control (as defined in the Indenture), Euramax will be required to make an offer to repurchase the notes at 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption.

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Senior Unsecured Loan Facility

On March 3, 2011, Euramax International, Euramax Holdings, and certain of our domestic subsidiaries, as guarantors, entered into a credit and guaranty agreement for a new senior unsecured loan facility (the “Senior Unsecured Loan Facility”) in the aggregate principal amount of $125.0 million, which was issued at 98% of par value. The $125.0 million Senior Unsecured Loan Facility matures on October 1, 2016 and bears interest at 12.25% per year in the event no election is made to pay interest in kind (PIK) by increasing the principal amount of the Notes, and 14.25% (7.875% cash pay and 6.375% PIK) per annum in the event a PIK election is made. Euramax may make a PIK election for up to six quarters during the term of the Senior Unsecured Loan Facility. The interest rate on outstanding borrowings under the Senior Unsecured Loan Facility at March 30, 2012 was 12.25% as we have not made a PIK election.

The Senior Unsecured Loan Facility may not be voluntarily prepaid before March 18, 2013. Thereafter, Euramax International may prepay outstanding amounts under the Senior Unsecured Loan Facility, in whole or in part, at the prices (expressed as a percentage of the loans) set forth below:

Prepayment Date	Percentage
On or after the second anniversary of the closing but prior to the third anniversary thereof	103	%
On or after the third anniversary of the closing but prior to the fourth anniversary thereof	102	%
On or after the fourth anniversary of the closing	100	%

Additionally, at any time before March 18, 2013, Euramax International may on one or more occasions prepay up to 35% of the aggregate principal amount of the loans outstanding on the closing date at 112.25%, plus accrued and unpaid interest. Upon a change of control, Euramax International may be required to repay all or a portion of the Senior Unsecured Loan Facility at a price equal to 101% of the principal amount plus accrued and unpaid interest.All obligations under the Senior Unsecured Loan Facility are unconditionally guaranteed by, Euramax Holdings and substantially all of our existing and future direct and indirect wholly‑owned domestic material restricted subsidiaries subject to certain exceptions.

The Senior Unsecured Loan Facility contains restrictive covenants that limit, among other things, the ability of Euramax International and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of our assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants.

The Senior Unsecured Loan Facility contains certain customary representations and warranties, affirmative covenants and events of default, including among other things, payment defaults, covenant defaults, cross‑defaults to certain indebtedness, certain events of bankruptcy, material judgments, and failure of any guaranty supporting the Senior Unsecured Loan Facility to be in force and effect in any material respect. If such an event of default occurs, the administrative agent would be entitled to take various actions, including the acceleration of amounts due under the Senior Unsecured Loan Facility and all actions permitted to be taken by an unsecured creditor.

ABL Credit Facility

On March 18, 2011, Euramax Holdings, Euramax International, and certain of our domestic subsidiaries as borrowers, and certain of our domestic subsidiaries as guarantors, entered into the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, which we refer to as the ABL Credit Facility, with various lenders, Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner. The ABL Credit Facility provides for revolving credit financing of up to $70 million, subject to a borrowing base. The ABL Credit Facility matures on September 18, 2015.

Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either (a) LIBOR plus an applicable margin or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by Regions Bank as its “prime rate” for commercial loans, (2) the federal funds effective rate plus 0.50% and (3) the one-month LIBOR plus 1.00%, plus an applicable margin. The applicable margin is dependent upon the type of borrowings Euramax International has made under the ABL Credit Facility. At March 30, 2012, the applicable margins were 2.50% and 1.50% for LIBOR and Base Rate borrowings, respectively. The applicable margins are subject to the Company's corporate credit rating as

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determined from time to time by Standard and Poor’s and Moody’s Investors Service and range from 2.00% to 2.75% for LIBOR borrowings and 1.00% to 1.75% for Bank Rate borrowings. The ABL Credit Facility requires Euramax International to pay a commitment fee ranging from 0.375% to 0.5%, based on the unutilized commitments. Euramax International is also required to pay customary letter of credit fees, including, without limitation, a letter of credit fee equal to the applicable margin on revolving credit LIBOR loans and fronting fees.

All obligations under the ABL Credit Facility are unconditionally guaranteed by Euramax Holdings and substantially all of our existing and future direct and indirect, wholly owned domestic restricted subsidiaries which are not borrowers. All obligations under the ABL Credit Facility and the guarantees of those obligations are secured, subject to certain exceptions, by a first‑priority security interest in Euramax International’s and the guarantors’ inventory and accounts receivable and related assets, which we refer to as the ABL Collateral, and a junior‑priority security interest in (i) substantially all of Euramax International’s and the guarantors’ assets (other than inventory and accounts receivable and related assets, which assets secure our ABL Credit Facility on a first priority basis) and (ii) all of Euramax International’s capital stock and the capital stock of each material domestic restricted subsidiary owned by Euramax International or a guarantor and 65% of the voting capital stock and 100% of any non-voting capital stock of foreign restricted subsidiaries directly owned by Euramax International or a guarantor, which we refer to collectively as the Notes Collateral. The security interests are granted in accordance with the Amended and Restated Pledge and Security Agreement dated March 18, 2011, by and among us, the other guarantors party thereto and Regions Bank as Agent.

The ABL Credit Facility contains affirmative and negative covenants customary for this type of financing, including, but not limited to financial covenants requiring Euramax to meet a minimum consolidated fixed charge coverage ratio of at least 1.15 to 1.00 when excess availability is less than 15% of the lesser of the aggregate amount of commitments outstanding at such time and the borrowing base. As of March 30, 2012, excess availability exceeded 15% of the borrowing base, and therefore, the Euramax International was not required to meet the minimum consolidated fixed charge coverage ratio. Additionally, restrictive covenants limit the ability of the Euramax Holdings, Inc. and certain of our subsidiaries to incur liens, incur, assume or permit to exist additional indebtedness, guarantees and other contingent obligations, consolidate, merge or sell all or substantially all of their assets, pay dividends or make other distributions, make certain loans and investments, amend or otherwise alter the terms of documents related to certain of their indebtedness, enter into transactions with affiliates and prepay certain indebtedness, in each case, subject to exclusions, and other customary covenants.

Dutch Revolving Credit Facility

In February 2012, our wholly owned subsidiary in the Netherlands, Euramax Coated Products, BV, entered into the Dutch Revolving Credit Facility, with Rabobank Roermond (Rabobank). The Dutch Revolving Credit Facility provides revolving credit financing of up to EUR 15 million and matures on April 1, 2016. Borrowings under the Dutch Revolving Credit Facility bear interest at a rate per annum which is the aggregate of the average one month Euribor rate over a

calendar month plus a margin of 2% and requires payment of a Credit Fee of 0.35% per annum on the nominal

amount of the credit facility. All obligations under the Dutch Revolver are secured by a mortgage on the real estate

of Euramax Coated Products, BV, a pledge on present and future machinery of Euramax Coated Products, BV, and

a pledge on present and future accounts receivable balances of Euramax Coated Products, BV. There were no outstanding borrowings under the Dutch Revolving Credit Facility as of March 30, 2012.

The Dutch Revolving Credit Facility contains financial and non-financial covenants customary for this type of financing. Financial Covenants include, but are not limited to a minimum annual EBITDA target and a minimum requirement for risk-bearing capital, for Euramax Coated Products, BV both measured at the Company's fiscal year-end. The Dutch Revolving Credit Facility also contains a clause limiting further indebtedness.

The First Lien Credit Facility

Our amended and restated first lien credit agreement (the “First Lien Credit Facility”) consisted of $525.3 million in term loans in the form of the Cash Pay Loan and the PIK Loan. The Cash Pay Loan and PIK Loan each included (i) a U.S. dollar term loan facility (the “U.S. Dollar Term Loan Facility”) and (ii) Euro and British pound sterling term loan facilities (together the “European Term Loan Facility”). Our subsidiaries Euramax International, Inc. and Euramax International Holdings B.V. were the borrowers (collectively, the “U.S. Borrowers”) under the U.S. Dollar Term Loan Facility. Our subsidiaries Euramax Holdings Limited, Euramax Europe B.V. and Euramax Netherlands B.V. were the borrowers (collectively, the “European Borrowers”) under the European Term Loan Facility. Outstanding amounts under the First Lien Credit Facility totaling approximately $514.7 million were repaid in the first quarter of 2011 with the proceeds of our notes and Senior Unsecured Credit Facility.

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Covenant Ratios Contained in the Indenture Governing the Exchange Notes, the ABL Credit Facility and the Senior Unsecured Loan Facility.    

The indenture governing the exchange notes and the Senior Unsecured Loan Facility contain two material covenants which utilize financial ratios. These covenants do not require Euramax International to maintain specified ratio levels at all times or at regular intervals. However, if Euramax International elected to incur additional indebtedness under the ratio test without having availability under other debt baskets, or make restricted payments under the restricted payment covenant without having availability under our restricted payment baskets, non-compliance with these covenants could result in an event of default under the indenture and, under certain circumstances, a requirement to immediately repay all amounts outstanding under the Notes and could trigger a cross-default under our senior secured credit facilities or other indebtedness we may incur in the future. First, Euramax International is permitted to incur indebtedness under the indenture and the Senior Unsecured Loan Facility if the ratio of Consolidated Cash Flow to Fixed Charges on a pro forma basis (referred to in the indenture and the Senior Unsecured Loan Facility as the "Fixed Charge Coverage Ratio") is greater than 2:1 or, if the ratio is less, only if the indebtedness falls into specified debt baskets, including, for example, a credit agreement debt basket, an existing debt basket, a capital lease and purchase money debt basket, an intercompany debt basket, a permitted guarantee debt basket, a hedging debt basket, a receivables transaction debt basket and a general debt basket. In addition, under the indenture and Senior Unsecured Loan Facility, Euramax International is permitted to incur secured debt only if the ratio of Consolidated Secured Indebtedness to Consolidated Cash Flow on a pro forma basis (referred to in the indenture and the Senior Unsecured Loan Facility as the "Secured Debt Ratio") is equal to or less than 3.75:1.00. Second, the restricted payment covenant provides that Euramax International may declare certain dividends, or repurchase equity securities, in certain circumstances only if the Fixed Charge Coverage Ratio is greater than 2:1. In addition, under the ABL Credit Facility, Euramax International is required to meet a minimum consolidated fixed charge coverage ratio of at least 1.15:1.00 when excess availability is less than 15% of the lesser of the aggregate amount of commitments outstanding at such time and the borrowing base.

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

In calculating the ratios, Consolidated Cash Flow is further adjusted by giving pro forma effect to acquisitions, dispositions, refinancing, restructurings and operating dispositions that occurred in the prior four quarters, including certain cost savings and synergies expected to be obtained in the succeeding twelve months. In addition, the term Net Income is adjusted to exclude any dividends on preferred stock, and the term Consolidated Net Income is adjusted to exclude, among other things, the non-cash impact attributable to the application of the purchase method of accounting in accordance with GAAP and the cumulative effect of a change in accounting principles. The agreements governing our Senior Unsecured Loan Facility and ABL Credit Facility calculates Adjusted EBITDA (referred to in the ABL Credit Facility as "Consolidated Adjusted EBITDA") in a similar manner.

        The following table sets forth the Fixed Charge Coverage Ratio, Secured Debt Ratio, and Consolidated Secured Indebtedness as of and for twelve months ended March 30, 2012:

		Ratios
(unaudited) (dollars in thousands)	Covenant Measure		As of and for the twelve months ended March 30, 2012
Fixed Charge Coverage Ratio under the Indenture (1)	Minimum of 2.0x		1.14 x
Fixed Charge Coverage Ratio under the ABL Credit Facility (2)	Minimum of 1.15x		0.97 x
Secured Debt Ratio under the Indenture (1)	Maximum of 3.75x		7.4 x
Consolidated Secured Indebtedness	—		$	443.2

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(1) The Fixed Charge Coverage Ratio under the Indenture and the Secured Debt Ratio under the Indenture only limit the ability of Euramax International to incur additional indebtedness. However, since Euramax International has not incurred any additional indebtedness or made any restricted payments pursuant to the provisions in the indenture and the Senior Unsecured Loan Facility that rely on such ratios, there are no events of default or other penalties incurred as a result of not meeting the minimum or exceeding the maximum ratios.

(2)Under the ABL Credit Facility, Euramax International is only required to meet the minimum Fixed Charge Coverage Ratio under the ABL Credit Facility when excess availability is less than 15%. As of March 30, 2012, because excess availability under the ABL Credit Facility exceeded 15% of the borrowing base, Euramax International was not required to meet the minimum consolidated fixed charge coverage ratio under the ABL Credit Facility. The Company does not expect excess availability to fall below 15% during the next twelve months.

Cash Flows

The following table summarizes our cash flows for the three months ended March 30, 2012 and April 1, 2011:

	Three months ended
(Amounts in thousands)	March 30, 2012			April 1, 2011
Net cash used in operating activities	$	(666	)	$	(4,881	)
Net cash used in investing activities	(257		)	(3,234		)
Net cash used in financing activities	(252		)	(7,501		)
Effect of exchange rate changes on cash	36			(704		)
Net decrease in cash and cash equivalents	$	(1,139	)	$	(16,320	)

Three months ended March 30, 2012 Compared to the three months ended April 1, 2011.

Operating Activities. Cash used in operating activities in the first three months of 2012 was approximately $0.7 million compared to $4.9 million for the first three months of 2011, a decrease of $4.2 million. The primary use of cash during the first quarter of 2012 was to fund increases in working capital necessary to support net sales growth. Increases in working capital in the first quarter are consistent with the seasonality of our business. The decline in cash used in operating activities is primarily related to the timing of interest payments. In the 1st quarter of 2012, interest payments on our Senior Unsecured Loan Facility totaled approximately $3.9 million compared to payments of $7.4 million on the Company's First Lien Credit Facility in the first quarter of 2011. Interest on the Company's Senior Secured Notes is not payable until April 1, 2012, the first day of our second quarter.

Investing Activities. Cash used in investing activities in the first three months of 2012 was $0.3 million. Capital expenditures of $1.4 million were offset by asset sales of approximately $1.1 million in the first three months of 2012.

Cash used in investing activities in the first three months of 2011 was $3.2 million. Capital expenditures of $3.3 million in the first three months of 2011 were offset by $0.1 million of proceeds from the sale of assets.

Financing Activities. Net cash used in financing activities during the first three months of 2012 was $0.3 million and consisted primarily of net repayments on the ABL Credit Facility and debt issuance costs associated with the Dutch Revolving Credit Facility.

Cash used in financing activities during the first three months of 2011 was $7.5 million. Net borrowings under the ABL Credit Facility of $15.0 million, $3.0 million from cash overdrafts, and borrowings from the issuance of the Notes during the first three months of 2011 totaling $375.0 million were offset by cash payments of $412.0 million to settle outstanding borrowings under the First Lien Credit Facility of $514.7 million. The remaining $102.7 million in outstanding loans under the First Lien Credit Facility were exchanged by various lenders along with cash of $19.8 million for $125.0 million aggregate principal amount of indebtedness under the Senior Unsecured Loan Facility. Payments of debt issuance costs totaled $8.3 million.

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Capital Expenditures

Our capital expenditures for the first three months of 2012 and the first three months of 2011 were $1.4 million and $3.3 million, respectively. Capital expenditures in the first three months of 2011 included approximately $0.9 million related to the implementation of our ERP system in the United States. There were no expenditures related our ERP system in the first quarter of 2012. The balance of capital expenditures in each period relates primarily to purchases and upgrades of coil coating, fabricating, transportation and material moving and handling equipment.

Seasonality; Inflation

Our sales have historically been seasonal, with the second and third quarters typically accounting for our highest sale volumes. First and fourth quarter sale volumes are generally lower primarily due to reduced repair and remodel activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in our geographic end markets, as well as customer plant shutdowns in the RV and automotive industries during holidays and model changeovers.

Our cost of goods sold is subject to inflationary pressures and price fluctuations of the raw materials we use, particularly the cost of aluminum and steel. In addition, we are party to certain leases that contain escalator clauses contingent on increases based on changes in the Consumer Price Index. We believe that inflation and/or deflation had a minimal impact on our overall operations during the three months ended March 30, 2012 and April 1, 2011.

Working Capital Management

Working capital decreased$3.8 million, or 4.2%, to $86.6 million as of March 30, 2012 from $90.4 million as of December 30, 2011. The decrease in working capital is primarily attributable to increases in accounts payable and other accrued expenses offset by seasonal increases in accounts receivable and inventory. We historically experience an increase in inventory and accounts receivable during the first half of the year as many customers in our markets increase purchases in the spring and gradually decline throughout the second half of the year.

Accounts payable of $73.1 million as of March 30, 2012increased$18.8 million, or 34.6%, from $54.3 million as of December 30, 2011. Higher accounts payable balances reflect increasing inventory levels throughout the year to support higher demand in peak seasons. Accounts payable also increased as a result of less restrictive credit terms, which increased trade credit availability, as a result of our debt refinancing during the first three months of 2012.

Accrued interest payable of $17.8 million as of March 30, 2012 increased $8.9 million from $8.9 million as of December 30, 2011. This increase resulted from the timing of our interest payment on our Senior Secured Notes, which is due April 1, 2012, the first day of our second quarter fiscal period.

Accounts receivable of $95.4 million as of March 30, 2012increased$12.2 million, or 14.7%, from $83.2 million as of December 30, 2011. As of March 30, 2012, days sales outstanding in accounts receivable were 43.7 days, compared to 34.5 days as of December 30, 2011. The primary reason for the increase in accounts receivable was a 3.6% increase in net sales for the two months ended March 30, 2012 compared to the two months ended December 30, 2011. The majority of outstanding receivables are generated from net sales in the preceding two months.

Inventories of $96.1 million as of March 30, 2012increased$12.7 million, or 15.2%, from $83.4 million as of December 30, 2011, primarily as a result of seasonal increases in demand. As March 30, 2012, days sales in inventories were 52.5 days, compared to 40.0 days as of December 30, 2011, which reflects higher inventory levels necessary to support higher sales activity.

Critical Accounting Policies

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

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

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

Our inventories are stated at the lower of cost or market, with cost determined under the first-in, first-out (FIFO) method. Cost of manufactured inventory includes direct labor and manufacturing overhead. Market with respect to all inventories is replacement cost subject to a floor for an approximate normal profit margin on disposition.

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

We make estimates and assumptions related to establishing reserves and allowances for doubtful accounts, for inventory obsolescence and warranty costs. Ranges of estimates are developed based upon historical experience, specifically identified conditions and management expectations for the future occurrence of certain events. In the event that actual results differ from these estimates or we adjust these estimates in future periods, adjustments to the amounts recorded could materially impact our financial position and results of operations. Historically, our experience has not been materially different than our estimates. There have been no significant changes in the assumptions used to develop our estimates in establishing reserves and allowances for doubtful accounts, inventory obsolescence and warranty costs from fiscal year 2011 and no significant changes are anticipated for fiscal year 2012.

Property, Plant, and Equipment

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

Goodwill and Intangible Assets

Our goodwill represents the excess of the purchase price we pay in a business combination over the fair value of net tangible and identifiable intangible assets acquired. We test our goodwill for impairment annually on the first day of our fourth quarter, or more frequently, if events or circumstances indicate the potential for impairment. For impairment testing purposes, we have identified five reporting units at the operating segment level, primarily based upon the nature of discrete businesses comprising our operations.

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

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Income Taxes

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

Revenue Recognition

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

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of March 30, 2012.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in currency exchange rates (primarily the euro and British pound sterling), interest rates and commodity prices (primarily aluminum and steel).

Foreign Currency Exchange Risk

Approximately 37.3% of our net sales for the three months ended March 30, 2012 originated in Europe. Although our sales outside the United States are subject to exchange rate fluctuations, we do not use derivatives to manage our foreign currency exchange risks resulting from foreign sales. Changes in foreign exchange rates affect interest expense recorded in relation to our foreign currency‑denominated debt instruments.

Interest Rate Risk

We have market risk related to changing interest rates. Although we historically entered into interest rate agreements to reduce the impact of interest rate fluctuations on our interest expense, we terminated all of our outstanding interest rate swaps in connection with the Restructuring. We may enter into additional interest rate swaps in the future to manage our interest rate risk.

Commodity Price Risk

From time to time we enter into contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. We may also choose to commit to purchase a specific quantity of aluminum over a specified time period at a fixed price, exposing us to the difference between the fixed price and the market price of aluminum during that time period. We do not use hedges to manage our long-term risks relating to market prices of steel and aluminum raw materials because we are generally able to pass on changes in market prices to customers.

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Item 4.  Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (its principal executive officer) and the Chief Financial Officer (its principal financial officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 30, 2012. Based upon that evaluation, our management, including our Chief Executive Officer and our Chief Financial Officer, concluded that as of March 30, 2012 the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d- 15(e) of the Securities Exchange Act of 1934, as amended) are effective. In addition, there were no changes in our internal control over financial reporting during the first quarter of 2012 that have materially affected, or are reasonably likely to affect our internal control over financial reporting.

Part II. Other Information

Item 1.  Legal Proceedings

From time to time, we are party to various legal proceedings arising in the ordinary course of business. The Company is not currently a party to any legal proceeding the result of which it believes could have a material adverse impact upon its business, financial position or results of operations.

Item 1A.  Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 30, 2011, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Item 6.  Exhibits

EXHIBIT INDEX

Number	Exhibit Title
10.1	Facility Agreement, by and among Coopertive Rabobank Roermond-Ecth U.A. and Euramax Coated Products, B.V.
31.1	Rule 13a-14(a)/15d-14(a) Certification of Euramax Holdings, Inc.'s Chief Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Euramax Holding's Inc.’s Chief Financial Officer.
32.1	Certification of the CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
* In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

35

SIGNATURE

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

EURAMAX HOLDINGS, INC.
Date: May 11, 2012	/s/ R. Scott Vansant
	R. Scott Vansant
	Vice President and Chief Financial Officer

36

EX-10.1

FACILITY AGREEMENT

The undersigned:

I. Coöperatieve Rabobank Roermond – Echt U.A.,

established at ROERMOND,

and

II. Euramax Coated Products B.V.,

established at ROERMOND,

trade register number: 13013614

have agreed as follows:

The Bank hereby grants the Borrower a credit facility, which the Borrower hereby accepts, subject to the terms and conditions set out below.

Section 1 DEFINITIONS

For the purposes of this agreement, the following terms shall have the meanings ascribed to them below:

a.Accession Agreement : an agreement substantially in the form of Schedule III to this Agreement and signed by the Principal Borrower, acting for itself and for the other Borrowers, Bank and the acceding borrower;

b.Agreement : this facility agreement, as amended or supplemented from time to time, including an amendment or addition increasing the amount of the Facility;

c.Account Limit : the maximum debit balance allowed by the Bank for an account on which the Facility is being administered;

d.Annual Accounts : annual accounts of the Principal Borrower based on US Gaap consisting of the consolidated balance sheet and profit and loss account, together with the accompanying notes, consolidation statement and cash-flow summary, audited by an independent auditor (registeraccountant) ;

e.Annual Certificate : a statement substantially in the form of Schedule II to this Agreement, signed by the management board of the Principal Borrower and an independent auditor acceptable to the Bank;

f.Bank : the lending party identified above under I. and its legal successors by universal or singular succession (rechtsopvolgers onder algemene of bijzondere titel);

g.Binding proposal : the financing offer dated December 29th 2011 , reference 1441.2011.00945WR/VC accepted by the Principal Borrower;

h.Borrower : the Principal Borrower and each borrower that has acceded to this Agreement pursuant to Section 20, and their legal successors by universal or singular succession, hereinafter to be referred

Initial Client Initial Bank

to individually as "Borrower" and jointly as "Borrowers" but excluding any borrower that has resigned as a party to the Agreement pursuant to Section 21;

i.Business Day : (a) for payments in euro or interest rate fixing in relation to amounts in euro: a TARGET Day and (b) in all other cases, a day on which banks in the Netherlands or, to the extent applicable, in any other country are open for business and on which interbank transactions take place in Amsterdam or, to the extent applicable, any other place where payments are made and other acts performed in satisfaction of obligations under or in connection with the Agreement;

j.Contingent Obligations : the obligations of a Borrower towards the Bank resulting from bank guarantees issued, letters of credit opened, cheques drawn or bills of exchange discounted at the request of that Borrower, the entering into similar obligations for the account of that Borrower and foreign exchange transactions;

k.EBITDA : the consolidated operation profit before paid interest, tax, depreciation, amortisation and non-cash, non-recurring and extraordinary items

l.EURIBOR : (Euro Interbank Offered Rate) the interest rate on deposits in euro for corresponding periods as fixed and published by the European Banking Federation at or about 11.00 a.m. Central European Time on the day of interest rate fixation by the Bank and published on REUTERS screen page Euribor 01 or any page substituted for it;

m.Facility : a credit facility of up toEUR15,000,000.-- (in words: fifteen million in euro);

n.Group : the Principal Borrower and all its present and future subsidiaries, direct and indirect, within the meaning of Article 2:24a of the Dutch Civil Code;

o.Group 2 : Euramax B.V., Euramax Netherlands B.V. and its present and future Dutch Subsidiaries;

p.Principal Borrower : Euramax Coated Products B.V., established at ROERMOND, trade register number 13013614;

q.Rabobank Nederland : Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., established at Amsterdam;

r.Security : the collateral as specified in the Binding Proposal and all security referred to in this Agreement provided or to be provided to secure the performance of this Agreement (individually referred to as Security and jointly referred to as Securities);

s.Subsidiary : an entity of which a person has direct or indirect Control or owns directly or indirectly more than 50 per cent of the voting capital or similar right of ownership, hereinafter to be referred to individually as "Subsidiary" and jointly as "Subsidiaries"; ‘Control’ for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise.

t.TARGET Day : a day on which payments can be settled in the TARGET System;

u.TARGET System : Trans-European Automated Real-Time Gross Settlement Express Transfer system, being effective from 19 November 2007;

v.Transaction-Related Charges : the terms and charges published at www.rabobank.nl(Transactiegebonden Tarifering).

Initial Client Initial Bank

Section 2 PURPOSE / AVAILABILITY

1.The Facility is made available until further notice, but no later than April 1st 2016, subject to Section 13 below.

2.The Facility may be used for financing normal business activities.

3.The Facility may not be used, either in whole or in part, unless the Bank is satisfied that the following conditions have been met in form and substance:

a.the Bank has received, in respect of each Borrower, a copy of its most recent articles of association and an extract from the Trade Register of the Chamber of Commerce (or, in respect of a foreign Borrower, comparable documents under the laws of the relevant jurisdiction);

b.the Bank has received, in respect of each Borrower, copies of documents establishing its identity and, if applicable, copies of the power(s) of attorney granted to the person(s) signing this Agreement on behalf of such Borrower and to the person(s) authorised to represent such Borrower in the event of a conflict of interest;

c.the Bank has received, in respect of each Borrower established in the Netherlands, a shareholders' resolution substantially in the form of Schedule I to this Agreement;

d.the Bank has received duly signed copies of this Agreement and the Binding Proposal;

e. the Bank has received evidence that all Security has been established in a legally valid way; and

f. none of the events set out in Section 13 below has occurred or is likely to occur; Initial Client Initial Bank

g.the Bank has received written notice of Euramax B.V. that the Bank will be informed immediately in case of an insolvency event or payment default relating to any member of Group 2.

Section 3 USE

1.The Facility shall be administered by the Bank on the following current account maintained at the Bank, which is to be denominated in euro:

a.account number ………………which is or will be held in the name of the Principal Borrower. The Account Limit for this account is maximized on an amount of EUR 15,000,000.--;

With the Bank's consent, the Facility may also be administered on other accounts maintained at the Bank in the name of one or more Borrowers and denominated in euro. The Bank may at any time determine an Account Limit for an account on which the Facility is being administered and/or amend such an Account Limit provided that the aggregate Account Limit for accounts on which the Facility is being administered shall never be more than EUR 15,000,000.--. The Bank will send a written notice of this to the Principal Borrower.

2.Subject to the provisions of subsection 3 below, a Borrower may, under the Facility:

a.make the usual withdrawals from the accounts referred to in subsection 1;

b.instruct the Bank to enter into Contingent Obligations, all on such conditions as the Bank may determine in line with market rates and subject to a maximum term of 12 months;

3. The sum of (i) the combined credit and debit balances on all accounts of all of the Borrowers as referred to in subsection 1 above and Section 3 of the Accession Agreement, and the total amount of all Contingent Obligations shall at no time exceed the total amount of the Facility. Those accounts and obligations which have been excluded by the Bank from compensation will be ignored.

4. The Bank shall debit from a Borrower's accounts at the Bank all (i) withdrawals referred to in this Section, (ii) amounts paid by the Bank under the agreed Contingent Obligations, other obligations within the meaning of this Section assumed at the request and for the account of the Borrower and (iii)

Initial Client Initial Bank

interest, fees and costs.

Section 4INTEREST

1.Current accounts

a. The rate of interest payable by a Borrower on negative current account balances denominated in euro shall be the average 1-month EURIBOR rate over a calendar month plus a margin of currently 2% points (in words: two percentage points). The average 1-month EURIBOR rate shall be determined by dividing the sum of the respective daily 1-month EURIBOR rates applicable during the relevant calendar month by the number of days in that month. Where a calendar day is not a Business Day, the 1-month EURIBOR rate for that day shall be equal to the 1-month EURIBOR rate for the first preceding Business Day.

b. The interest payable by a Borrower on negative current account balances denominated in euro shall be determined by the Bank in arrears at the end of each calendar month and shall be equal to the sum of the respective amounts payable as interest that have accrued each calendar day of that month on the total of the negative current account balances, as at the end of the relevant calendar day, on the accounts referred to in Section 3 subsection 1. This interest shall be debited from the specified accounts on the first calendar day of the subsequent calendar month.

c. The interest payable to a Borrower on positive current account balances denominated in euro shall be based on the average positive current account balance over a period of one month,being the sum of the positive current account balances administered on the accounts referred to in Section 3 subsection 1 at the end of each calendar day during that period divided by the number of calendar days in that period. The average current account balance for the relevant period shall be divided into brackets as indicated below. The interest payable shall be calculated by applying the indicated rates to the amounts shown in the corresponding brackets:

Bracket	interest per annum
1. up to EUR 10,000.--	0 % (in words zero per cent) (base rate);
2. from EUR 10,000.-- up to EUR 40,000.	0 % (in words zero per cent) up to EUR 40,000,-- (bracket rate 1);
and
3. from EUR 40,000.--	0,25 % (in words twenty five hundred of a per cent) (bracket rate 2).

The interest calculated as shown above shall be credited to the specified accounts on the first calendar day of the subsequent calendar month.

d.The calculation of interest payable by or to a Borrower on negative current account balances or positive current account balances, as the case may be, shall be based on the actual number of days elapsed in the relevant calendar month and a year of 360 days.

2. Interest netting of balances denominated in euro

a.Debit or credit interest on the balance on each account of each Borrower shall be calculated at the rate agreed in respect of the relevant account.

b.Subsequently, interest shall be calculated on the combined balances on all accounts denominated in euro of all the Borrowers with the Bank, except for those accounts that have been excluded from interest netting by the Bank, in accordance with the value dating rules and calculation method customary at the Bank for those accounts.

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c.The difference, if any, in favour of the Borrowers between the total interest calculated pursuant to subsection a. above and the total interest calculated pursuant to subsection b. above shall be credited to an account specified by the Principal Borrower.

d.The above interest netting arrangement shall immediately cease upon the occurrence of an event of default under Section 13 below.

3.If considered justified by the Bank, it may amend the interest, the margin, the calculation

method, the brackets, the settlement period and the method of administrating. The Bank may

furthermore adopt other bases for calculating interest if an agreed reference rate or index is no

longer available.

Section 5 DEFAULT INTEREST

If the maximum amount of the Facility is exceeded for any reason, default interest may be charged at a

rate of 4 % (four per cent) per annum in addition to the interest otherwise payable. The default interest shall be calculated on the amount by which the maximum amount of the Facility is exceeded, from the date on which the excess arose up to and including the date on which it is paid off. This provision shall not affect the obligation of each Borrower to pay off the excess immediately and shall also not affect any of the Bank's rights under Section 13 below.

Section 6 FEES AND COSTS

1. For the execution of payment transactions in relation to the accounts, the Bank shall charge a fee per transaction in accordance with the Transaction-Related Charges (Transactie Gebonden Tarifering).

2. For the entering into Contingent Obligations the Bank shall charge one or more amounts in market rate fees per transaction.

3. All fees and handling charges payable by a Borrower to the Bank as agreed in the Binding proposal shall be calculated and debited quarterly in arrears, unless the parties have agreed otherwise either in this Agreement or the Binding proposal. The Borrower shall pay all reasonable and customary costs associated with the entry into, any change and performance of the Agreement and all reasonable and customary collection costs arising upon the occurrence of an event of default or upon termination of the Facility. Collection costs shall include, without limitation, the costs of legal assistance, both internal and external, the costs of litigation and the costs of experts and other third parties.

4. If considered justified, the Bank may amend the fee and cost structure, the method(s) of calculation and the fees themselves.

Section 7 BANK GUARANTEES AND COUNTER-GUARANTEE

1.A request for the issuance of a bank guarantee by the Bank or for a change in the terms of an outstanding bank guarantee must be received by the Bank at least three (3) Business Days prior to the desired date of issuance or amendment, and must be in writing.

2.The Borrower at whose request a bank guarantee as referred to in subsection 1 is issued by the Bank undertakes to pay the Bank, on written demand, all sums which the Bank has paid out under the bank guarantee plus interest at the statutory rate on that amount from the date of payout until the date of repayment. The payment obligation under this counter-guarantee arises through the mere act of payment by the Bank to the relevant creditor. The request to issue the bank guarantee shall, together with the records of the Bank, constitute conclusive evidence of the existence and amount of the Borrower's indebtedness under the bank guarantee.

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3.The obligations of a Borrower under the counter-guarantee set out in subsection 2 shall remain in effect until the Bank has and will have no further claims under or in connection with that or any other outstanding bank guarantee it has issued and until the Bank has released the Borrower from its obligations under the counter-guarantee.

4.A request for the issuance of a bank guarantee through Rabobank Nederland or for a change in the terms of an outstanding bank guarantee that has been issued in this manner must be received by the Bank at least 5 Business Days prior to the desired date of issuance or amendment and must be substantially in the form of the Form Application Bankguarantee available via www.rabobank.nl/bedrijven/direct_aanvragen/internationaal_zakendoen/.

5.The Bank may debit the entire amount owed to it (i) under the counter-guarantee set out in this Section 7 and (ii) pursuant to a bank guarantee issued through Rabobank Nederland as set out in subsection 4 above, from any account of the relevant Borrower with the Bank.

Section 8 JOINT AND SEVERAL LIABILITY

1.Each Borrower is jointly and severally liable to the Bank for all present or future obligations of any other Borrower to the Bank under or in connection with the Agreement.

2.Each Borrower hereby waives, vis-à-vis the Bank, all rights, privileges and defences conferred by law on co-debtors.

3.Each Borrower hereby waives, vis-à-vis the Bank, now and, to the extent necessary, for the future, all rights of the Bank to which it could be subrogated and undertakes not to invoke any statutory provision creating a right to subrogation by virtue of joint and several liability.

4.The Bank and the Borrowers hereby agree that, by signing this Agreement, the rights of a Borrower to recourse against any other Borrower are pledged to the Bank as security for all present and future obligations towards the Bank to pay a sum of money under or in connection with this Agreement. The Bank hereby gives notice now and, to the extent necessary, for the future, to each Borrower of the creation of this pledge and each Borrower confirms that this notice has been given. The Bank may, on behalf of a Borrower, waive the rights pledged.

5.The Bank and the Borrowers hereby agree that, if and to the extent that the pledging of the Borrowers' recourse rights has no legal effect:

a.the recourse rights of a Borrower against any other Borrower shall be subordinated to all rights which the Bank has or may at any time have against the other Borrower under or in connection with this Agreement or on any other basis whatsoever, and

b.each Borrower waives its recourse rights against any other Borrower in the event the latter is sold to a third party and thereby ceases to be part of the Group.

Section 9 PAYMENT

1. A Borrower shall pay all amounts owing to the Bank under this Facility without any suspension, deduction, discount, set-off or counterclaim, at such place as the Bank may specify. Where a due date is not a Business Day, the due date shall be the next Business Day. Interest shall accrue over the intervening day(s).

2. Each Borrower grants the Bank a power of attorney to debit the interest and principal payments it owes under the Facility from its current account(s) maintained at the Bank. Each Borrower shall ensure that there is a sufficient balance or available credit limit on that/these current account(s).

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Section 10 ORDER OF PAYMENTS

All payments received by the Bank from a Borrower under this Agreement shall be deducted from the indebtedness of that Borrower to the Bank under this Agreement in the following order: (i) costs and indemnities, (ii) fees (including but not limited to the possible fee as meant in Section 13 subsection 4), (iii) interest and (iv) repayment of principal, or – in case of a termination event as meant in Section 13 subsections 2 or 3 -in any other order in the Bank's own discretion.

Section 11 SET-OFF

The Bank may at any time set off all amounts, whether or not due and payable, owed by a Borrower to the Bank under this Agreement against all amounts, owed by the Bank and/or any other legal entity being part of the Rabobank Group to any Borrower on any account whatever, whether or not due and payable.

Section 12 PLEDGE

If, whether before or after set-off pursuant to Section 11, any Borrower has any claims against the Bank, those claims are hereby pledged to the Bank as security for the present or future obligations of any nature whatsoever of that Borrower or any other Borrower to the Bank. The Bank hereby confirms that it has been given notice of the pledge referred to in the preceding sentence.

Section 13 TERMINATION / EVENTS OF DEFAULT

1.The Principal Borrower and the Bank may at any time terminate (opzeggen) the Facility by written notice. None of the Borrowers may continue to use the Facility and all amounts owed by any Borrower under or in connection with outstanding current account balances in respect of principal, interest, fees and costs shall become immediately due and payable and each Borrower shall immediately pay the Bank all amounts then owed to it.

2.The Bank may terminate this Facility with immediate effect by written notice to the Principal Borrower if and when in the commercially reasonable opinion of the Bank any of the following events occurs:

a.the Facility or a part thereof is exceeded and the excess is not paid off within 5 (five) Business Days of the relevant Borrower having been requested in writing to do so;

b.any amount due and payable by any Borrower to the Bank under or in connection with the Facility is not received by the Bank within 5 (five) Business Days of a written request to that effect;

c.any Borrower within the Group and any member of Group 2 defaults in the timely and/or due performance of any other obligation under or in connection with this Agreement or any obligation under or in connection with any other financing agreement entered into with the Bank or any other lenders, irrespective of the name given to such agreement;

d.any of the following events occurs in respect of any Borrower, or one or more companies in the Group:

−a pre-judgment seizure order (conservatoir beslag) is granted in respect of a material part of the assets of a Borrower and the order is not lifted (opgeheven) or nullified (nietig verklaard) within 30 (thirty) days of the date of the order, or an analogous event occurs under any relevant foreign law;

−any approval, consent, exemption, licence or permit required for the conduct of its business is lacking, lapses or is revoked, or if a condition attached to any of these is violated;

e.any Security is not anymore enforceable in accordance with the terms and conditions of the relevant security agreement and/or there is a substantial decrease in value or loss of any asset which is subject of any Security;

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f.one or more of the representations made in Section 19 below proves to be incorrect in any material respect on the date made;

g.at year-end the Principal Borrower does not, meet the ratios referred to in Section 18 below;

h.the relationship of the Bank with any member of the Group harms the integrity and/or the reputation of the financial sector and/or the Bank;

i.there is any event, change or circumstance relating to any Borrower’s or any Group member’s financial position or business operations that could substantially prejudice, delay or endanger its performance of any obligation under this Agreement, or it is foreseeable that such an event, change or circumstance will occur; or

j.shares in the capital of any Borrower or any member of Group 2 are transferred in whole or part to a third party not being an affiliate of any Borrower, or it is apparent that such a transfer is intended and/or a change of control over any Borrower or any member of Group 2 not involving an affiliate of any Borrower takes place or it is apparent that such a change is intended.

3.The Facility shall terminate immediately and without prior notice from the Bank to any Borrower being required if, in respect of any Borrower, or one or more companies in the Group, any of the following events occur:

−it applies for a suspension of payments (surseance van betaling);

−it applies for its own bankruptcy (eigen aangifte faillissement) or a petition for its bankruptcy has been filed (faillissement aangevraagd);

−it offers a composition (akkoord) to its creditors;

−a writ of execution (executoriaal beslag) is issued in respect of one or more of its assets;

−it adopts a resolution to dissolve or to liquidate;

−its business operations are suspended or terminated;

−it loses its status as a legal entity;

−it files a notice pursuant to section 36 of the Tax Collection Act 1990 (Invorderingswet1990) or pursuant to Section 60 of the Social Security Finance Act (Wet financiering sociale verzekeringen) in connection with the Tax Collection Act 1990; or

−an analogous event occurs under any relevant foreign law.

4.If the Facility is terminated or terminates pursuant to subsection 2 or 3, all amounts owed by any Borrower under or in connection with this Agreement in respect of outstanding debit balances, interest, default interest, fees, indemnity, costs or otherwise shall become immediately due and payable in full, and the Borrowers shall be in default, without any prior notice of default or court intervention being required. In that event, each Borrower shall immediately pay to the Bank the amount of any outstanding debit balances, as well as accrued interest, default interest, fees and costs.

Section 14 CHANGES IN THE CONDUCT OF BUSINESS

1.Each Borrower shall give the Bank advance notice of any intended decision or intended amendment to its articles of association that will substantially alter its business operations or financial ratios, and of any intended decision to merge with one or more third parties not being an affiliate of any Borrower, to divide or demerge ((af)splitsen) or to take over one or more third parties not being an affiliate of any Borrower.

2.If the Bank so requests, the Borrower in question shall not take a final decision or adopt an amendment as referred to in subsection 1 until the parties to this Agreement have discussed the possible effect of the decision or amendment on the payment of the outstanding principal and accrued interest under the Facility.

3.If a Borrower intends to make a decision or adopt an amendment as referred to subsection 1, the Bank may impose reasonable conditions aimed at securing the relevant Borrower's performance of its

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obligations under this Agreement, without prejudice to the Bank's rights under Section 13 above.

Section 15 INFORMATION

1.The Principal Borrower undertakes, during the term of the Facility and as long as any Borrower has any obligation to the Bank under this Agreement, to provide the Bank, based on US GAAP:

−each year with the Annual Accounts for the past financial year, the Annual Certificate and the separate annual accounts of the Principal Borrower, not later than April 1st;

−each period with the consolidated and separate 6- months figures (financial statements) of the Principal Borrower, not later than September 1st.

−at the moment of the first drawing of the Facility A the Bank will be provided with a 13-week rolling cash flow forecast and, as long as there is a debit balance in the account, this 13 week rolling cash flow forecast will be delivered on the first Business Day of each month.

2.The Principal Borrower undertakes, during the term of the Facility and as long as any Borrower has any obligation to the Bank under this Agreement, to inform the Bank of any substantial change in its method of financial reporting (including, without limitation, the valuation principles) and to provide all information which may be useful for comparing information based on the new financial reporting method with previously submitted financial information.

3.If the Principal Borrower has informed the Bank of a change as referred to in subsection 2 above, the Bank shall assess the consequences which, in its reasonable opinion, the change in financial reporting will have for the conditions of the Facility and, in particular, the agreed financial ratios. The Bank and the Principal Borrower shall, if deemed useful by the Bank, agree in mutual consultation on viable amendments to this Agreement (including the determination of new financial ratios and definitions thereof) which, once agreed, shall be binding on the parties.

4.Each Borrower undertakes to promptly inform the Bank of any circumstance that will or may cause an event as set out in Section 13 subsection 2 or Section 13 subsection 3 to occur or be likely to occur, as well as the possible consequences thereof.

5.Each Borrower shall also furnish all other information that may reasonably be requested by the Bank.

Section 16NEGATIVE PLEDGE AND PARI PASSU

1.Each Borrower undertakes to the Bank that as long as any Borrower has any obligation to the Bank under this Agreement or such an obligation can still arise, it will not, without the prior written consent of the Bank, which consent will not be unreasonably witheld:

a.with respect to the Principal Borrower only: encumber real estate of the Principal Borrower situated at Industrieweg 6, Industrieweg 4 and Productieweg 2 in Roermond with a right of mortgage for the benefit of any person other than the Bank;

b.with respect to the Principal Borrower only: encumber any present or future machinery of the Principal Borrower or any present of future account receivables pursuant to business and trade of the Principal Borrower with a right of pledge for the benefit of any person other than the Bank; or

c.assume liability for or in any other manner guarantee the present or future obligations of third parties, except when any of the activities referred to under a) to c) takes place in the ordinary course of business of a Borrower.

2.Each Borrower further undertakes and warrants to the Bank that all its payment obligations under this Agreement rank, and for the entire duration of the Agreement will rank, at least pari passu with all its unsecured and unsubordinated obligations to all its other creditors, with the exception of obligations with a statutory preference.

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Section 17OTHER NON-FINANCIAL CONVENANTS

1. Each Borrower warrants to the Bank that during the term of this Agreement it will make no investments in fixed assets, other than to replace existing fixed assets > EUR 5,000,000.--, without the Bank's prior written consent, which consent will not be unreasonably held.

2. Each Borrower warrants to the Bank that during the term of this Agreement it will not enter into new financing arrangements or other financial obligations with third parties (i.e. parties other than the Bank) that exceed an amount of EUR 1,500,000.—without the Bank's prior written consent, which consent will not be unreasonably witheld.

3. Intercompany transactions at arm’s length. Each Borrower warrants to the Bank that during the term of the facility agreement all its intercompany transactions with any counterpart will be executed in a (business) responsible manner, on market terms and conditions as usual in agreements with non Group entities (‘at arm’s length’).

Section 18FINANCIAL RATIOS

1.Solvency Ratio

As long as any Borrower has an obligation to the Bank under this Agreement or such an obligation can still arise, the risk-bearing capital (garantievermogen) of the Principal Borrower based on US Gaap as shown in the Annual Accounts shall at all times be not less than EUR 20,000,000.-- (in words: twenty million in euro), which will be tested by the Bank at year-end.

For the purposes of the Agreement, "risk-bearing capital" means:

the consolidated equity of the Principal Borrower, which in turn means: the paid-up and called share capital minus the repurchased share capital and plus the share premium reserve, the revaluation reserve and the other legal reserves, the reserves required by the articles of association and other reserves (including undistributed profits) plus third party claims that are subordinated (to the Bank’s satisfaction) to those of the Bank and minus the capitalised intangible assets (goodwill and Custumer Relationship) minus the intercompany receivables minus intercompany loans minus intercompany credit facilities.

2.Year-end EBITDA

As long as any Borrower has an obligation to the Bank under the Agreement or such an obligation can still arise, the year-end EBITDA of the Principal Borrower shall in any financial year be at least EUR 10,000,000,-- based on US Gaap.

3.General

a.If the Principal Borrower fails to meet or continue to meet one or more of the ratio's set out above, the Bank may impose additional conditions to secure the performance by a Borrower of the obligations under this Agreement, without prejudice to the Bank’s rights under Section

26 of the General Banking Conditions or the provisions regarding termination and obligations becoming immediately due and payable in Section 13 subsection 2.

b.The ratio’s set out in this Section shall be calculated and examined based on the Annual Accounts and the Annual Certificate..

Section 19REPRESENTATIONS AND WARRANTIES

Each Borrower represents and warrants to the Bank for the term of this Agreement in respect of itself that:

a.upon entering into this Agreement, all legal resolutions and approvals required by the articles of association for the conclusion of this Agreement have been passed or obtained as well as – as far as

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necessary – a positive advice of the works council (ondernemingsraad);

b.the provisions of this Agreement are not incompatible with any other agreement entered into or to be entered into by such Borrower with third parties;

c.it has committed no violation of any law, rule or regulation which could have a material adverse effect on such Borrower;

d.no litigation, arbitration or administrative or other proceeding is currently pending which could have a material adverse effect on such Borrower;

e.it has committed no breach or default under any agreement or other obligation which could have a material adverse effect on such Borrower;

f.with respect to the Principal Borrower only: the financial information provided to the Bank pursuant to Section 15 above gives a true and correct picture of its financial condition for the period to which such information relates, in accordance with generally accepted financial reporting rules and based on generally accepted valuation principles;

g.subject to general principles of applicable law, all obligations under the Agreement are legal, valid and binding;

h.it has no financial obligations other than those that it has specified in writing or for which reserves have been set aside or provisions made; and

i.it is part of the Group and has a common interest in the Facility being granted.

Section 20 ACCESSION OF BORROWERS

1.All parties to this Agreement agree in advance to one or more other borrowers acceding to the Agreement as Borrower and accepting its terms and conditions, provided that the Principal Borrower indicates that the acceding borrower is a member of the Group and provided that the acceding borrower is considered acceptable by the Bank.

2.The accession to this Agreement by other borrowers shall be effected by means of an Accession Agreement, signed by (i) the acceding borrower (ii) the Principal Borrower, acting for itself and for the other Borrowers and (iii) the Bank. Once executed, the Accession Agreement shall form an integral part of this Agreement.

3.Each Borrower hereby grants an unconditional and irrevocable power of attorney to the Principal Borrower– which hereby accepts this power – to (i), on its behalf, accept the accession to this Agreement of one or more borrowers and (ii) also on behalf of the Borrowers to confirm to have taken notice of the pledge effectuated by that acceding borrower as meant in Section 10.

Section 21RESIGNATION OF BORROWERS

1.All parties to this Agreement hereby agree in advance that the Principal Borrower may at any time request the Bank’s approval for the resignation of a Borrower as a party to this Agreement. The request shall be substantially in the form of Schedule IV to this Agreement.

2.The Bank is not required to approve a Borrower's request to resign, but shall not unreasonably withhold its approval.

3.If the Bank approves a resignation request, it shall sign and return the request to the Principal Borrower, upon which the resignation shall be effective.

Section 22POWER OF ATTORNEY AND MANDATE

1.Each Borrower hereby grants a mandate (last) and power of attorney (volmacht) to the Principal Borrower – which hereby accepts this mandate and power - to, on its behalf, perform all juridical acts

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(rechtshandelingen) for the benefit of the Bank relating to the extension of credit and provision of security which the Principal Borrowerconsiders useful and necessary in connection with this Agreement or other agreements to borrow money, however labelled, entered into or to be entered into between the Borrowers and the Bank. These acts include, without limitation, acts relating to the assumption of joint and several liability, the provision of additional security and the giving of guarantees and indemnities and the like which may be demanded pursuant to the Agreement or other agreements to borrow money entered into between the Borrowers and the Bank.

This mandate and power of attorney is revocable but the revocation may only be invoked against the Bank if it has been given notice of the revocation by registered letter.

Section 23 REGULATORY CHANGES

1.If, as a result of the introduction or amendment, or change in the interpretation, administration or application, of any law or regulation after the date of execution of this Agreement, the Bank:

−realises a lower rate of return on its capital;

−is required to incur extra costs; or

−experiences an increase in its cost of funds,

in relation to the use of the Facility by a Borrower, that Borrower shall, on first demand by the Bank, immediately pay the Bank an amount sufficient to indemnify it against the lower return, the extra costs, or the increased cost, provided that the obligation to indemnify that Bank for such lower rate of return shall not be applicable to the extent that such lower rate of return is due to the implementation and the application of and the compliance with the second Basel Capital Agreement (“Basel II”) of the Basel Committee existing on the date of this Agreement.

2.The obligation under subsection 1 shall also apply if the lower rate of return on capital, the extra costs, or the increased cost results from compliance, with any request or requirement relating to the maintenance of capital made or imposed for any reason by a competent authority after the execution of the Agreement.

3.The Bank shall notify the relevant Borrower as soon as possible in writing of the circumstances referred to above and of the amount that the Borrower is required to pay under subsection 1 or 2.

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Section 24 TAXES AND COSTS

If a Borrower is required by law to deduct or withhold an amount from any payment under the Agreement for tax reasons or otherwise, the Borrower shall pay the Bank an additional amount sufficient to ensure that the Bank receives what it would have received without the deduction or withholding.

Section 25 COMMUNICATIONS

Unless specifically provided otherwise in this Agreement, all notices and communications to the Bank relating to the Agreement shall be in writing and shall be made or delivered to the Bank at the address set out below:

Bank:

Coöperatieve Rabobank Roermond-Echt U.A.

Postbus 35

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6040 AA ROERMOND

Unless specifically provided otherwise in the Agreement, all notices and communications to the

Borrowers relating to this Agreement shall be made or delivered to the following address:

Borrowers:

Euramax Coated Products B.V.

Industrieweg 6

6045 JG ROERMOND

Notices and communications made or delivered to this address shall be deemed to have been made or delivered to each Borrower.

Section 26 MISCELLANEOUS

1.For the purposes of this Agreement, the Bank elects as its domicile its office in Roermond at Willem II Singel 9.

2.For the purposes of this Agreement, each of the Borrowers elects as its domicile the office of the Principal Borrower in Roermond at Industrieweg 6.

3.This Agreement may only be amended in writing.

4.The Borrowers may not assign or pledge their rights under this Agreement to any third party.

5.The Bank may transfer this Agreement in whole or in part to a third party being a professional market party within the meaning of the Dutch Financial Supervision Act (Wet op financieel toezicht). Each Borrower hereby agrees in advance to a transfer and will cooperate in its effectuation. The Bank may provide the relevant third party with financial or other information Initial Client Initial Bank relating to a Borrower and/or the Agreement if the Bank considers this justified or useful with a view to the transfer or administration of the Agreement.

6.If any clause in this Agreement is invalid, void or voidable, this shall have no effect on the rest of this Agreement.

7.The failure to exercise any right conferred on any party under this Agreement shall not be construed as a waiver or forfeiture of such right.

8.Unless expressly provided otherwise in the Agreement, the terms of the Binding Proposal shall continue to apply unchanged, together with this Agreement.

9.Unless expressly provided otherwise, the provisions in this Agreement and in the Binding Proposal shall always prevail over the provisions in the current account agreements concluded or to be concluded in connection with the accounts referred to in Section 3 as well as over the Bank’s general conditions that are applicable thereto.

10.Each Borrower and the Bank waive their right to rescind (ontbinden) this Agreement.

11.Unless expressly provided otherwise in the Agreement, the Agreement shall also be governed by the General Banking Conditions, as filed by the Netherlands Bankers’ Association (Nederlandse Vereniging van Banken) at the Registrar’s office of the District Court of Amsterdam and as attached to the Agreement as Bijlage V General Banking Conditions. These provisions shall be deemed to form an

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integral part of the Agreement. Each Borrower declares that it has received a copy of said General Banking Conditions and accepts the terms thereof.

12.Without prejudice to clause 26 of the General Banking Conditions each Borrower has the obligation in case the Bank obtains or might obtain claims on that Borrower in respect of additional and/or new finance facilities, whatsoever named or on any other account, to provide upon the Bank’s first written request at once (additional) collateral in favour of the Bank - in form and substance satisfactory to the Bank - for the proper fulfilment of its obligations towards the Bank resulting from such additional and/or new finance facilities.

Section 27 CHOICE OF LAW AND JURISDICTION

1.This Agreement, including the choice of forum contained in subsection 2 and any contractual and or non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with Dutch law.

2.Any dispute between the parties concerning the performance of the Agreement shall be brought before the competent court in the Netherlands, without prejudice to the right of the Bank to commence legal proceedings against a Borrower before a competent court in any other jurisdiction.

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Section 28 TERMINOLOGY

The words used in this Agreement to express legal concepts, although in English, refer to Dutch legal concepts only and the consequences of the use of these words in English law or any other foreign law shall be disregarded.

Executed in two fold at the parties' respective main offices on …………..

I. Coöperatieve Rabobank Roermond- Echt U.A.

Name :	Mr. W. Reijnen	Name :	Mr. B. Van Iersel
Signature :		Signature :

II. Euramax Coated Products B.V.

Name :	Mr. J. Timmerman
Signature :

Schedule I

SHAREHOLDER RESOLUTION

Shareholder Resolution (conflict of interests)

The undersigned:

([together] the "Shareholder[s]"), acting in [their/its] capacity as shareholder(s) of [-] [N.V./B.V.] a [company with limited liability (naamloze vennootschap)]/[private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)], established at [-], and maintaining offices at [-] (the "Company");

Whereas:

a) the Shareholder[s] [together own all the issued shares in the capital of the Company][owns all the issued shares in the capital of the Company];

b) (i) no depositary receipts for shares have been issued with the cooperation of the Company,

(ii) there are no persons on whom the law, the articles of association of the Company and/or any agreement or pledge instrument confer the rights granted to holders of depositary receipts issued with the cooperation of the Company, and

(iii) the shares in the capital of the Company are not subject to any pledge[, except in favour of Coöperatieve Rabobank Roermond-Echt U.A.bank (the "Bank"),] or right of usufruct;

c) by virtue of a EUR 15,000,000.—credit facility provided or to be provided by Coöperatieve

Initial Client Initial Bank

Rabobank Roermond-Echt U.A. (the ‘Bank’), the Company will become a party to an agreement as Borrower and in that connection will provide security [zekerheidsrechten]] (the "Transaction");

d) there is or may be a conflict of interest as referred to in Article 2:[146/256] of the Dutch Civil Code between the Company and one or more of its management board members in connection with the conclusion, signing and performance of the Transaction;

e) the Shareholder[s] may, pursuant to the articles of association of the Company, pass resolutions without holding a meeting, provided [they do/it does] so in writing [and by a unanimous vote];

f) the Company's management board members [and supervisory board members] have been given the opportunity to cast an advisory vote;

Hereby [unanimously] resolve[s]:

[Pursuant to Article 2: [146]/[256] of the Dutch Civil Code, to appoint each of the Company's management board members [and [-]]/[to refrain from exercising the power accruing to [him]/[them] them under Article 2: [146]/[256] of the Dutch Civil Code, to designate one or more persons] to represent the Company in the case of a conflict of interests in relation to the conclusion, signing and performance by the Company of all instruments, agreements, communications and other documents useful or necessary in connection with the Transaction.

Initial Client Initial Bank

And hereby declare[s]:

that the Bank and third parties may rely on this resolution.

Signed by and on behalf of [-] [N.V./B.V. as Shareholder

Name:

Title:

Date:

[Signed by and on behalf of [-] [N.V./B.V. as Shareholder

Name:

Title:

Date:]

Schedule II

FORM OF ANNUAL CERTIFICATE

We hereby provide you with a statement of the following consolidated ratios of Euramax Coated Products B.V. for the 12-month period ending on _____________

For the definitions of the relevant terms, reference is made to the Agreement dated [*datum] entered into between the Bank and Euramax Coated Products B.V.providing for a credit facility of EUR 15,000,000.--

Initial Client Initial Bank

Ratios:

The above ratios and figures have been calculated as set out below and relate to the Annual Accounts for the year …………. of Euramax Coated Products B.V.];

Calculation methods:

Date:

Signature by auditor (registeraccountant) and by management board of Euramax Coated Products.

Absolute Risk Bearing Capital

**

Absolute Year-end EBITDA

**

Absolute Risk Bearing Capital

**

Absolute Year-end EBITDA

**

Initial Client Initial Bank

Schedule III ACCESSION AGREEMENT

The undersigned:

I. Coöperatieve Rabobank Roermond-Echt U.A.,

established at ROERMOND,

hereinafter also referred to as the "Bank",

II. Euramax Coated Products B.V.,

trade register number: H130136140000

established at ROERMOND,

hereinafter also referred to as the "Principal Borrower";

III. *legal name acceding borrower,

trade register number: *number

established at *statutory seat acceding borrower,

hereinafter also referred to as the "Acceding Borrower";

Whereas:

Initial Client Initial Bank

−on *date credit facility, the Bank, on the one hand, and the Principal Borrower [, among others], on the other hand, entered into an agreement (the "Agreement") providing for a credit facility of EUR 15,000,000,-- (the "Facility"), a copy of which is attached as a schedule to this accession agreement;

−Section 20 of the Agreement provides that one or more borrowers may accede thereto as Borrower; and

−each Acceding Borrower is a member of the Group and has an economic interest in the granting and use of the Facility,

have agreed as follows:

Section 1ACCEDING BORROWER

1.The Acceding Borrower hereby accedes to the Agreement as Borrower and becomes subject to its provisions. The Acceding Borrower hereby confirms that it is familiar with these provisions and that it has received a copy of the Agreement.

2.The Acceding Borrower hereby accepts the rights and obligations arising out of this accession.

3.The Acceding Borrower hereby creates the pledges referred to in Section 8 and Section 12 of the Agreement in favour of the Bank. The Bank hereby confirms that it has been given notice of these pledges, insofar as it concerns claims on the Bank. The Principal Borrower hereby confirms on behalf of all the Borrowers that it has been given notice of these pledges insofar as it concerns claims on the Borrowers.

4.The Principal Borrower hereby creates, also on behalf of the other Borrowers, a pledge on the claims on the Acceding Borrower referred to in Section 8 of the Agreement in favour of the Bank and the Acceding Borrower hereby confirms that it has been given notice of this pledge.

Section 1 OPENING CURRENT ACCOUNT

In addition to the account(s) specified in Section 3 subsection 1 of the Agreement, the Facility shall be administered by the Bank on the following account denominated in euro:

account number ……………..that is or will be held in the name of the Acceding Borrower. [The Account Limit for this account is fixed at EUR ………...]

Section 2 POWER OF ATTORNEY / ACCEPTANCE

1.The Acceding Borrower hereby grants an unconditional and irrevocable power of attorney to the Principal Borrower – which hereby accepts this power – to, on its behalf, accept the accession to the Agreement of one or more other borrowers.

2.The Principal Borrower hereby confirms that the Acceding Borrower is a member of the Group and expressly accepts – both for itself and for the Borrowers which are already parties to the Agreement:

a. the accession to the Agreement of the Acceding Borrower as Borrower;

b. the rights and obligations arising out of this accession.

3.The Bank hereby accepts:

a. the accession to the Agreement of the Acceding Borrower as Borrower;

b. the rights and obligations arising out of this accession.

Initial Client Initial Bank

Section 3 MISCELLANEOUS

1.The Acceding Borrower declares that it is a member of the Group and has a common interest in the granting and the use of the Facility.

2.Except as otherwise agreed, the capitalised terms in this agreement shall have the same meanings as in the Agreement.

3.Unless expressly provided otherwise, the provisions in the Agreement, the Binding Proposal and this accession agreement shall always prevail over the provisions in the current account agreements concluded or to be concluded in connection with the accounts referred to in Section 2 as well as the Bank's general conditions that are applicable thereto.

4.Unless expressly provided otherwise herein, this accession agreement shall also be governed by the General Banking Conditions, as filed by the Netherlands Bankers’ Association (Nederlandse Vereniging van Banken) at the Registrar’s office of the District Court of Amsterdam. Those provisions shall be deemed to form an integral part of this accession agreement. The Acceding Borrower declares that it has received a copy of said General Banking Conditions and accepts the terms thereof.

5.The words used in this agreement to express legal concepts, although in English, refer to Dutch legal concepts only and the consequences of the use of these words in English law or any other foreign law shall be disregarded.

Initial Client Initial Bank

I. Coöperatieve Rabobank Roermond-Echt U.A.

Name :	Name :
Signature :	Signature :

II. Euramax Coated Products B.V.

Name :	Name :
Signature :	Signature :

III. *legal name acceding borrower,

Name :	Name :
Signature :	Signature :

Schedule IV

REQUEST FOR APPROVAL OF RESIGNATION

Coöperatieve Rabobank Roermond-Echt U.A.

Postbus 35

6040 AA ROERMOND

Initial Client Initial Bank

Dear Sir/Madam,

Reference is made to the EUR 15,000,000 Facility Agreement dated *date, hereinafter the "Agreement", made between the Bank and, [among others], Euramax Coated Products B.V., hereinafter the "Principal Borrower", in relation to a 15,000,000 euro credit facility, hereinafter the "Facility". Section 21 of the Agreement provides that the Principal Borrower may at any time request the Bank’s approval for the resignation of a Borrower as a party to the Agreement.

The Principal Borrower hereby requests the Bank to approve the resignation of *legal name of resigning borrower as a party to the Agreement and, in conjunction therewith, to release *legal name of resigning borrower from all liability under or in connection with the Agreement, including joint and several liability pursuant to Section 8 of the Agreement.

The Principal Borrower and *legal name of resigning borrower hereby declare that:

(a) none of the events set out in Section 13 of the Agreement has occurred or is likely to occur following the resignation of the resigning borrower; and

(b) no principal, interest, additional interest, fees, indemnities, costs or other monetary obligations are payable by the resigning borrower to the Bank under or in connection with the Agreement and the Bank has been released from its obligations pursuant to outstanding bank guarantees, Allocations and any other obligations assumed by the Bank at the request of the resigning Borrower in accordance with the provisions of Section 3 of the Agreement.

Yours sincerely,

*legal name of resigning borrower Euramax Coated Products

B.V.

Name :	Name :
Signature :	Signature :

AGREED:

Coöperatieve Rabobank Roermond-Echt U.A.

Name :	Name :
Signature :	Signature :

Schedule V General Banking Conditions

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mitchell B. Lewis, Vice President and Chief Executive Officer, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended March 30, 2012 of Euramax Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 11, 2012	/s/ Mitchell B. Lewis
	Mitchell B. Lewis
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, R. Scott Vansant, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended March 30, 2012 of Euramax Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 11, 2012	/s/ R. Scott Vansant
	R. Scott Vansant
	Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report on Form 10-Q of Euramax Holdings, Inc., (the “Company”), for the quarterly period ended March 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mitchell B. Lewis, President and Chief Executive Officer, and I, R. Scott Vansant, Vice President and Chief Financial Officer, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. the Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 11, 2012	/s/ Mitchell B. Lewis
	Mitchell B. Lewis
	President and Chief Executive Officer

Date: May 11, 2012	/s/ R. Scott Vansant
	R. Scott Vansant
	Vice President and Chief Financial Officer

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Long Term Obligations

3 Months Ended

Mar. 30, 2012

Long Term Obligations [Abstract]

Long Term Obligations

Long-Term Obligations

Long-term obligations consisted of the following:

	March 30, 2012		December 30, 2011
	(in thousands)
Senior Secured Notes (9.50%)	$	375,000	$	375,000
Senior Unsecured Loan Facility (12.25%)	122,856		122,782
ABL Credit Facility	10,000		10,206
Dutch Revolving Credit Facility	—		—
	$	507,856	$	507,988

On March 18, 2011, Euramax International, Inc. (“Euramax”), a wholly owned subsidiary of the Company, issued $375 million of Senior Secured Notes (the “Notes”) in a private placement exempt from registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). Concurrent with the issuance of the Notes, the Company entered into a new senior unsecured loan facility (the “Senior Unsecured Loan Facility”) with an aggregate principal amount of $125 million. The Company also entered into an Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement (the “ABL Credit Facility”), which provided revolving credit financing of up to $70 million and extended the maturity from June 23, 2012 to September 18, 2015.

Prior to the issuance of the Notes and the Senior Unsecured Loan Facility, the Company had outstanding obligations of approximately $514.7 million under the First Lien Credit Agreement. In the first quarter of 2011, proceeds from the $375 million offering of Notes were used to pay lenders under the First Lien Credit Agreement. Additionally, certain existing lenders exchanged approximately $102.7 million of existing loans under the First Lien Credit Agreement and cash of $19.8 million for the $125 million of loans under the new Senior Unsecured Loan Facility, which were issued at 98% of par. Cash proceeds along with borrowings under the Company’s ABL Credit Facility were used to repay the remaining outstanding amounts due under the First Lien Credit Agreement and expenses related to the refinancing. The difference between the consideration received and the aggregate face amount of the Senior Unsecured Loan Facility ($2.2 million) is being amortized and recorded in interest expense using the effective interest rate method over the term of the Senior Unsecured Loan Facility.

The Company recognized a loss of approximately $1.5 million on the extinguishment of the First Lien Credit Agreement in the first quarter of 2011. This loss is primarily comprised of the write-off of previously capitalized deferred debt issuance costs and is recorded in other income (loss). Deferred debt issuance costs, related to outstanding obligations under the First Lien Credit Agreement which were exchanged for amounts under the Senior Unsecured Loan Facility, are being amortized to interest expense over the term of the new Senior Unsecured Loan Facility using the effective interest rate method. Direct and incremental debt issuance costs related to the Senior Unsecured Notes, Senior Unsecured Credit Facility, and ABL Credit Facility, including legal fees, printing costs and bank fees totaled approximately $10.6 million and have been capitalized and reported as deferred financing costs within other assets. These costs are being amortized and recorded in interest expense using the effective interest rate method over the term of the applicable agreement.

Senior Secured Notes

The Notes were issued at par in a private placement exempt from registration requirements under the Securities Act.The Notes were issued pursuant to an indenture, or the Indenture, dated March 18, 2011, among Euramax, the Company, and certain of its domestic subsidiaries as guarantors, and Wells Fargo Bank, National Association, the Trustee.Substantially all of Euramax’s U.S. subsidiaries are guarantors of the Notes.The Notes bear interest at 9.50% per year and mature on April 1, 2016, unless earlier redeemed or repurchased by Euramax. Interest is payable semi-annually on April 1 and October 1 of each year, which began on October 1, 2011.

The Notes may be redeemed at the option of Euramax, in whole or in part, under the conditions specified in the Indenture plus accrued and unpaid interest to the redemption date, at the following redemption prices if redeemed during the 12-month period beginning on April 1 of the years indicated:

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

Additionally at any time on or before April 1, 2013, Euramax may redeem the greater of (i) $37.5 million and (ii) up to 10% of the aggregate principal amount of the Notes at any time and from time to time, but not more than once in any twelve‑month period, at a price equal to 103% of the principal amount of the Notes redeemed and accrued and unpaid interest, if any, to the date of redemption; up to 35% of the aggregate principal amount of the Notes issued with the net proceeds of certain equity offerings at a price equal to 109.50% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption; or Euramax may, on any one or more occasions, redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as defined in the Indenture) and accrued and unpaid interest, if any, to the date of redemption.

The Indenture contains restrictive covenants that limit, among other things, the ability of Euramax and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants. These limitations also prohibit Euramax's ability to transfer cash or assets to Euramax Holdings, whether by dividend, loan or otherwise. The Indenture also contains customary events of default. If Euramax undergoes a change of control (as defined in the Indenture), Euramax will be required to make an offer to repurchase the Notes at 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption.

In connection with the sale of the Notes, Euramax, the guarantors and the initial purchasers entered into a registration rights agreement. Pursuant to the registration rights agreement, Euramax and the guarantors agreed to file a registration statement with the Securities and Exchange Commission with respect to publicly registered Notes having identical terms to the outstanding Notes. The Company completed an effective registration of the Notes with the Securities and Exchange Commission on December 22, 2011. An exchange offer was launched December 23, 2011 for the holders of the outstanding Notes to exchange their Notes for the exchange notes. The exchange offer was completed on January 26, 2012 with 100% of the $375 million 9.50% Senior Secured Notes due 2016 tendered in the exchange offer.

Senior Unsecured Loan Facility

Proceeds from the Senior Unsecured Loan Facility were borrowed on March 18, 2011 and will mature on October 1, 2016.Loans under the Senior Unsecured Loan Facility bear interest at 12.25% per year in the event no election is made to pay interest in kind (PIK) , and 14.25% (7.875% cash pay and 6.375% PIK) per annum in the event a PIK election is made. The Company may make a PIK election for up to six quarters during the term of the Senior Unsecured Loan Facility. The interest rate on outstanding borrowings under the Senior Unsecured Loan Facility at March 30, 2012 was 12.25%, as the Company has not made a PIK election.

The Senior Unsecured Loan Facility may not be voluntarily prepaid before March 18, 2013. Thereafter, Euramax may prepay outstanding amounts under the Senior Unsecured Loan Facility, in whole or in part, at the prices (expressed as percentages of the loans) set forth below:

Prepayment Date	Percentage
On or after the second anniversary of the closing but prior to the third anniversary thereof	103%
On or after the third anniversary of the closing but prior to the fourth anniversary thereof	102%
On or after the fourth anniversary of the closing	100%

Additionally, at any time before March 18, 2013, Euramax may on one or more occasions prepay up to 35% of the aggregate principal amount of the loans outstanding on the closing date at 112.25%, plus accrued and unpaid interest. Upon a change of control, Euramax may be required to purchase all or a portion of the Senior Unsecured Loan Facility at a price equal to 101% of the principal amount plus accrued and unpaid interest.All obligations under the Senior Unsecured Loan Facility are unconditionally guaranteed by the Company and substantially all of Euramax’s existing and future direct and indirect wholly‑owned domestic material restricted subsidiaries.

The Senior Unsecured Loan Facility contains restrictive covenants that limit, among other things, the ability of Euramax and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants.

The Senior Unsecured Loan Facility contains certain customary representations and warranties, affirmative covenants and events of default, including among other things, payment defaults, covenant defaults, cross‑defaults to certain indebtedness, certain events of bankruptcy, material judgments, and failure of any guaranty supporting the Senior Unsecured Loan Facility to be in force and effect in any material respect. If such an event of default occurs, the administrative agent would be entitled to take various actions, including the acceleration of amounts due under the Senior Unsecured Loan Facility and all actions permitted to be taken by an unsecured creditor.

ABL Credit Facility

On March 18, 2011, the Company, Euramax, and certain of its domestic subsidiaries, entered into the ABL Credit Facility with Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner. The ABL Credit Facility provides for revolving credit financing of up to $70 million, subject to borrowing base availability. At March 30, 2012, $38.3 million was available to be drawn on the ABL Facility. The ABL Credit Facility matures on September 18, 2015.

Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either (a) LIBOR plus an applicable margin or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by Regions Bank as its “prime rate” for commercial loans, (2) the federal funds effective rate plus 0.50% and (3) the one-month LIBOR plus 1.00%, plus an applicable margin. The applicable margin is dependent upon the type of borrowings the Company has made under the ABL Credit Facility. At March 30, 2012, the applicable margins were 2.50% and 1.50% for LIBOR and Base Rate borrowings, respectively. The applicable margins are subject to Euramax’s corporate credit rating as determined from time to time by Standard and Poor’s and Moody’s Investors Service and range from 2.00% to 2.75% for LIBOR borrowings and 1.00% to 1.75% for Base Rate borrowings. The weighted average interest rate, including the applicable margin payable on outstanding borrowings under the ABL Credit Facility, at March 30, 2012 was 3.1%. The ABL Credit Facility requires the Company to pay a commitment fee ranging from 0.375% to 0.5%, based on the unutilized commitments. The Company is also required to pay customary letter of credit fees, including, without limitation, a letter of credit fee equal to the applicable margin on revolving credit LIBOR loans and fronting fees.

All obligations under the ABL Credit Facility are unconditionally guaranteed by the Company and substantially all of Euramax’s existing and future direct and indirect, wholly owned domestic restricted subsidiaries which are not borrowers. All obligations under the ABL Credit Facility are secured, subject to certain exceptions, by a first‑priority security interest in Euramax’s and the Guarantors’ inventory and accounts receivable and related assets, referred to as the ABL Collateral, and a junior‑priority security interest in (i) substantially all of Euramax’s and the Guarantors’ assets (other than inventory and accounts receivable and related assets, which assets secure the ABL Credit Facility on a first priority basis) and (ii) all of Euramax’s capital stock and the capital stock of each material domestic restricted subsidiary owned by Euramax or a Guarantor and 65% of the voting capital stock and 100% of any non-voting capital stock of foreign restricted subsidiaries directly owned by Euramax or a Guarantor, which we refer to collectively as the Notes Collateral.

The ABL Credit Facility contains affirmative and negative covenants customary for this type of financing, including, but not limited to financial covenants requiring Euramax to meet a minimum consolidated fixed charge coverage ratio of at least 1.15 to 1.00 when excess availability is less than 15% of the lesser of the aggregate amount of commitments outstanding at such time and the borrowing base. As of March 30, 2012, excess availability exceeded 15% of the borrowing base; therefore, Euramax was not required to meet the minimum consolidated fixed charge coverage ratio. Additionally, restrictive covenants limit the ability of the Company and certain of its subsidiaries to incur liens, incur, assume or permit to exist additional indebtedness, guarantees and other contingent obligations, consolidate, merge or sell all or substantially all of their assets, pay dividends or make other distributions, make certain loans and investments, amend or otherwise alter the terms of documents related to certain of their indebtedness, enter into transactions with affiliates and prepay certain indebtedness, in each case, subject to exclusions, and other customary covenants.

Dutch Revolving Credit Facility

In February 2012, the Company's wholly owned subsidiary Euramax Coated Products, BV, entered into a revolving credit facility, with Rabobank Roermond (the "Dutch Revolving Credit Facility"). The Dutch Revolving Credit Facility provides revolving credit financing of up to EUR 15 million and matures on April 1, 2016. Borrowings under the Dutch Revolving Credit Facility bear interest at a rate per annum which is the aggregate of the average one month Euribor rate over a calendar month plus a margin of 2% and requires payment of a commitment fee of 0.35% per annum on the nominal amount of the credit facility. All obligations under the Dutch Revolving Credit Facility are secured by a mortgage on the real estate of Euramax Coated Products, BV, a pledge on present and future machinery of Euramax Coated Products, BV, and a pledge on present and future accounts receivable balances of Euramax Coated Products, BV. There were no outstanding borrowings under the Dutch Revolving Credit Facility as of March 30, 2012.

The Dutch Revolving Credit Facility contains financial and non-financial covenants customary for this type of financing. Financial Covenants include, but are not limited to, a minimum annual EBITDA target and a minimum amount of risk-bearing capital for Euramax Coated Products, BV both measured at the Company's fiscal year-end. The Dutch Revolving Credit Facility also contains a clause limiting further indebtedness. As of March 30, 2012, the Company is in compliance with all covenants.

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Inventories

3 Months Ended

Mar. 30, 2012

Inventories [Abstract]

Inventories

Inventories

Inventories were comprised of:

	March 30, 2012		December 30, 2011
	(in thousands)
Aluminum and steel coil	$	62,658	$	52,681
Raw materials	15,263		12,808
Work in process	3,972		2,980
Finished products	14,253		14,927
	$	96,146	$	83,396

The Company has disclosed aluminum and steel coil inventory separately, as it represents inventory that can be classified as raw material, work in process or finished product. Aluminum and steel coil includes both painted and bare coil. Inventories are net of related reserves totaling $2.9 million and $3.0 million as of March 30, 2012 and December 30, 2011, respectively.

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 30, 2012	Dec. 30, 2011
ASSETS
Cash and cash equivalents	$ 13,188	$ 14,327
Accounts receivable, net of allowance for doubtful accounts of $3,360 and $4,391, respectively	95,409	83,234
Inventories, net	96,146	83,396
Income taxes receivable	948	697
Deferred income taxes	1,911	1,906
Other current assets	6,603	4,336
Total current assets	214,205	187,896
Property, plant and equipment, net	144,855	146,549
Goodwill	200,003	196,686
Customer relationships, net	66,489	69,636
Other intangible assets, net	7,980	8,148
Deferred income taxes	15	6
Other assets	10,364	10,325
Total assets	643,911	619,246
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Accounts payable and cash overdrafts	73,099	54,329
Accrued expenses and other current liabilities	35,777	33,425
Accrued interest payable	17,848	8,886
Deferred income taxes	916	891
Total current liabilities	127,640	97,531
Long-term debt	507,856	507,988
Deferred income taxes	21,349	21,501
Other liabilities	46,676	45,519
Total liabilities	703,521	672,539
Shareholders’ equity (deficit):
Common stock	185	185
Additional paid-in capital	719,592	718,837
Accumulated loss	(790,207)	(782,087)
Accumulated other comprehensive income	10,820	9,772
Total shareholders’ equity (deficit)	(59,610)	(53,293)
Total liabilities and shareholders’ equity (deficit)	$ 643,911	$ 619,246

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 30, 2012	Apr. 01, 2011
Net cash used in operating activities	$ (666)	$ (4,881)
Cash flows from investing activities:
Proceeds from sales of assets	1,169	42
Capital expenditures	(1,426)	(3,276)
Net cash used in investing activities	(257)	(3,234)
Cash flows from financing activities:
Changes in bank overdrafts	0	2,997
Net (repayments) borrowings on ABL Credit Facility	(206)	15,000
Net repayments on First Lien Credit Facility	0	(412,028)
Borrowings under Senior Secured Notes	0	375,000
Borrowings under Senior Unsecured Notes	0	19,812
Debt issuance costs	(46)	(8,282)
Net cash used in financing activities	(252)	(7,501)
Effect of exchange rate changes on cash	36	(704)
Net decrease in cash and cash equivalents	(1,139)	(16,320)
Cash and cash equivalents at beginning of period	14,327	24,902
Cash and cash equivalents at end of period	$ 13,188	$ 8,582

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Basis of Presentation and Principles of Consolidation

3 Months Ended

Mar. 30, 2012

Basis of Presentation and Principles of Consolidation [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Euramax Holdings, Inc. and its subsidiaries (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 information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, these statements include all adjustments considered necessary for the fair presentation of all interim periods reported herein. All adjustments are of a normal recurring nature unless otherwise disclosed.

The Company’s sales volumes have historically been higher in the second and third quarters due to the seasonal demand of the building products markets served. Accordingly, results for the three months ended March 30, 2012 are not necessarily indicative of the results that may be expected for the full year. Management believes that the disclosures made are adequate for a fair presentation of the Company’s results of operations, financial position and cash flows. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 30, 2011.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the Company’s accounts and the accounts of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Each of our interim reporting periods, ends on the Friday closest to the last day of the corresponding quarterly calendar period. The first quarter of 2012 and 2011 ended on March 30, 2012 and April 1, 2011, respectively. Beginning in 2012, our fiscal year will end on December 31 regardless of the day of the week on which December 31 falls. Our 2011 fiscal year end was December 30, 2011.

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Condensed Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, unless otherwise specified	Mar. 30, 2012	Dec. 30, 2011
Allowance for Doubtful Accounts	$ 3,360	$ 4,391

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Document Entity Information	3 Months Ended
	Mar. 30, 2012	May 10, 2012
Entity Information
Entity Registrant Name	Euramax Holdings, Inc.
Entity Central Index Key	0001026743
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		185,663

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Condensed Consolidated Statements of Operations (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 30, 2012	Apr. 01, 2011
Net sales	$ 198,683	$ 210,379
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	166,565	173,883
Selling and general (excluding depreciation and amortization)	22,881	24,030
Depreciation and amortization	8,681	9,237
Other Operating Charges	842	2,417
(Loss) income from operations	(286)	812
Interest expense	(13,536)	(15,133)
Other income, net	6,044	4,886
Loss before income taxes	(7,778)	(9,435)
Provision (benefit) for income taxes	342	(1,104)
Net loss	$ (8,120)	$ (8,331)

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Income Taxes

3 Months Ended

Mar. 30, 2012

Income Taxes [Abstract]

Income Taxes

Income Taxes

The income tax provision (benefit) for 2012 and 2011 are computed at the effective rate expected to be applicable in each respective full year using the statutory rates on a country by country basis, adjusted for changes in valuation allowances relating to the Company’s net operating loss and capital loss carryforwards in the United States. The effective rates for the three month periods ended March 30, 2012 and April 1, 2011, were 4.4% and (11.7)%, respectively.

The effective rate for the three months ended March 30, 2012 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations as compared to the U.S. federal rates, U.S. tax impact of foreign dividends and non-deductible foreign currency transaction gains and losses, and valuation allowances related to net losses in the U.K. and for U.S. federal and state net operating losses.

The effective rate for the three months ended April 1, 2011 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations as compared to the U.S. federal rates, U.S. tax impact of foreign dividends and non-deductible foreign currency transaction gains and losses, and valuation allowances set up on the U.S. federal and state net operating losses.

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Commitments and Contingencies

3 Months Ended

Mar. 30, 2012

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Raw Material Commitments

The Company’s primary raw materials are aluminum and steel coil. Because changes in aluminum and steel prices are generally passed through to customers, increases or decreases in aluminum and steel prices generally cause corresponding increases and decreases in reported net sales, causing fluctuations in reported revenues that are unrelated to the level of business activity. However, if the Company is unable to pass through aluminum and steel price increases to customers in the future, its business and results of operations could be materially adversely affected. Although the Company believes there is sufficient supply in the marketplace to competitively source all of its aluminum and steel needs without reliance on any particular supplier, any major disruption in the supply and/or price of aluminum and steel could have a material adverse effect on the Company’s business and financial condition.

To ensure a margin on specific customer orders, the Company may commit to purchase aluminum ingot or coil at a fixed market price for future delivery. These contracts are for normal purchases and sales, and therefore are not required to be accounted for as derivatives.

Litigation

The Company is currently party to legal proceedings that have arisen in the ordinary course of business. The Company has and will continue to vigorously defend itself in these matters. It is the opinion of the Company’s management, based upon information available at this time, that the expected outcome of all matters to which the Company is currently a party would not reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Environmental Matters

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

In connection with the acquisition of the Company from Alumax Inc. (which was acquired by Aluminum Company of America in May 1998, and hereafter referred to as Alumax) on September 25, 1996, the Company was indemnified by Alumax for substantially all of its costs, if any, related to specifically identified environmental matters arising prior to the closing date of the acquisition during the period of time it was owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the remediation of eleven specified existing National Priorities List (NPL) sites for which the Company had been named a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) as of the closing date of the acquisition from Alumax, as well as certain potential costs for nine sites to which the Company may have sent waste for disposal. The Company does not believe that it has any 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. Any receivable for recoveries under the indemnification would be recorded separately from the corresponding liability when the environmental claim and related recovery is determined to be probable. In addition, the Company establishes reserves for remedial measures required from time to time at its own facilities. Management believes that the reasonably probable outcomes of these matters will not be material. The Company’s reserves, expenditures, and expenses for all environmental exposures were not significant as of any of the dates or for any of the periods presented.

Product Warranties

The Company provides warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. The Company provides accruals for warranties based on historical experience and expectations of future occurrence. Changes in the product warranty accrual are summarized as follows:

	Three months ended
	March 30, 2012			April 1, 2011
	(in thousands)
Balance, beginning of period	$	5,050		$	5,561
Payments made or service provided	(743		)	(668		)
Warranty expense	880			396
Foreign currency translation	225			114
Balance, end of period	$	5,412		$	5,403

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Segment Information

3 Months Ended

Mar. 30, 2012

Segment Information [Abstract]

Segment Information

Segment Information

The Company manages its business and serves its customers through reportable segments differentiated by product type, end market, and geography. In the first quarter of 2012, the Company completed a reorganization of its U.S. operational structure. The reorganization included the consolidation of all U.S. operating companies into one legal entity and realigned reporting and management responsibilities based upon the Company's residential and commercial product offerings. As a result of the restructuring, the Company has identified two U.S. reporting segments; U.S. Residential Products and U.S. Commercial Products. Prior to this restructuring, our reporting segments consisted of U.S. Residential Building Products, U.S. Non-Residential Building Products and U.S. RV and Specialty Building Products. Our first quarter 2011 results have been adjusted to reflect the Company's change in reportable segments. These organizational changes did not impact our European reportable segments.

Our four reportable segments are described below:

U.S. Residential Products—The U.S. Residential Products segment utilizes aluminum, steel, copper and vinyl to produce residential roof drainage products, including preformed gutters, downspouts, elbows, soffit, drip edge, fascia, flashing, snow guards and related accessories. These products are used primarily for the repair, replacement or enhancement of residential roof drainage systems. The Company sells these products to home improvement retailers, lumber yards, distributors and contractors from manufacturing and distribution facilities throughout North America. The Company also produces specialty made-to-order vinyl replacement windows and aluminum patio and awning components sold primarily to home improvement contractors in the Western U.S.

U.S. Commercial Products—The U.S. Commercial Products segment utilizes various materials, including steel coil, aluminum coil and fiberglass to create various products with commercial applications, including roofing and siding panels, ridge caps, flashing, trim, soffit and other accessories as well sidewall components, siding and other exterior components for the towable RV, cargo and manufactured housing markets. The Company sells these products to builders, contractors, lumber yards, home improvement retailers, OEM's, and RV manufacturers from manufacturing and distribution facilities located throughout the U.S. These products are used in the construction of a wide variety of small scale non-residential, agricultural and industrial building types on either wood or metal frames, manufactured homes, and towable RVs.

European Roll Coated Aluminum—The European Roll Coated Aluminum segment uses a roll coating process to apply paint to bare aluminum coil and, to a lesser extent, bare steel coil in order to produce specialty coated coil, which the Company also processes into specialty coated sheets and panels. The Company sells these products to building panel manufacturers, contractors and UK “holiday home,” RV and transportation OEMs throughout Europe and in parts of Asia. The Company’s customers use its specialty coated metal products to manufacture, among other things, RV sidewalls, commercial roofing panels, interior ceiling panels, and liner panels for shipping containers. The Company produces and distributes these roll coated products from facilities located in the Netherlands and the UK.

European Engineered Products—The European Engineered Products segment utilizes aluminum and vinyl extrusions to produce residential windows, doors and shower enclosures. These products are sold to home improvement retailers, distributors and factory‑built “holiday home” builders in the UK. The Company also produces windows used in the operator compartments of heavy equipment, components sold to suppliers to automotive OEMs in Western Europe and RV doors. The Company produces and distributes these engineered products from facilities in France and the UK and has developed extensive in-house manufacturing capabilities, including powder coating, glass cutting, anodizing and glass toughening.

The Company evaluates the performance of its segments and allocates resources to them based primarily on segment income or (loss) from operations. Expenses, income and assets that are not segment specific relate to holding company and business development activities conducted for the overall benefit of the Company, and accordingly, are not attributable to the Company’s segments.

The following table presents information about reported segments for the three months ended March 30, 2012:

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
Three months ended March 30, 2012	(in thousands)
Net sales:
Third party	$	60,646	$	64,155		$	54,148	$	19,734		$	—		$	—		$	198,683
Intersegment	272		90			158		—			—			(520		)	—
Total net sales	$	60,918	$	64,245		$	54,306	$	19,734		$	—		$	(520	)	$	198,683
(Loss) income from operations	$	3,507	$	(3,053	)	$	2,593	$	(380	)	$	(2,953	)	$	—		$	(286	)
Depreciation and amortization	$	2,643	$	2,048		$	2,397	$	622		$	971		$	—		$	8,681
Capital expenditures	$	451	$	195		$	477	$	303		$	—		$	—		$	1,426

The following table presents information about reported segments for the three months ended April 1, 2011:

	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products		Other Non- Allocated			Eliminations			Consolidated
Three months ended April 1, 2011	(in thousands)
Net sales:
Third party	$	60,184	$	66,822		$	60,446	$	22,927	$	—		$	—		$	210,379
Intersegment	254		4			166		—		—			(424		)	—
Total net sales	$	60,438	$	66,826		$	60,612	$	22,927	$	—		$	(424	)	$	210,379
Income (loss) from operations	$	2,894	$	(2,240	)	$	4,806	$	575	$	(5,223	)	$	—		$	812
Depreciation and amortization	$	2,845	$	2,100		$	2,643	$	780	$	869		$	—		$	9,237
Capital expenditures	$	314	$	961		$	396	$	666	$	939		$	—		$	3,276

It is impractical for the Company to provide revenues from external customers by groups of similar products. Accordingly, the following table reflects revenues from external customers by markets for the periods indicated.

		Three months ended
Customers/Markets	Primary Products	March 30, 2012		April 1, 2011
		(in thousands)
Original Equipment Manufacturers (“OEMs”)	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; windows and roofing and composite building panels	$	61,059	$	66,488
Home Improvement Retailers	Rain carrying systems, roofing accessories, steel roofing and siding, windows, doors and shower enclosures	38,319		39,961
Industrial and Architectural Contractors	Standing seam panels; siding and roofing accessories; and composite building panels	35,890		38,908
Rural Contractors	Steel and aluminum roofing and siding	27,108		26,867
Distributors	Metal coils, rain carrying systems and roofing accessories	20,188		19,548
Manufactured Housing	Steel siding and trim components	8,693		10,267
Home Improvement Contractors	Vinyl replacement windows; metal coils, rain carrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings	7,426		8,340
		$	198,683	$	210,379

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Employee Benefit Plans

3 Months Ended

Mar. 30, 2012

Employee Benefit Plans [Abstract]

Employee Benefit Plans

Employee Benefit Plans

In the second quarter of 2011, the Company announced plans to move its operations in Romeoville, IL to its existing facility in Nappanee, IN. This move, intended to reduce fixed overhead costs, triggered an early withdrawal from the multiemployer pension plan benefiting hourly employees at the Romeoville facility. Accordingly, the Company recorded a $1.2 million charge in its U.S. Commercial Products segment for liabilities associated with this withdrawal. The liability represents the present value of estimated future payments for the Company’s proportionate share of unfunded vested benefits under the multiemployer plan. The actual liability will not be known until the plan trustee completes a final assessment of the withdrawal liability.

Retirement Plans

The Company maintains a non-contributory defined benefit pension plan covering substantially all U.S. hourly employees (the U.S. Plan). In addition, the employees at Euramax Coated Products Limited and Ellbee Limited participate in a single employer pension plan (the UK Plan). The measurement date for the U.S. and UK plans is the last day of the fiscal year. The Company curtailed the accrual of participant benefits provided under the UK Plan effective March 31, 2009. This curtailment did not affect the timing for the payment of benefits earned under the UK Plan through the curtailment date. In January 2010, the Company's board of directors approved a motion to freeze future benefit accruals under the U.S. Pension Plan. The impact on the Company's projected benefit obligation was not significant. Components of net periodic pension cost for the Company’s defined and multiemployer pension plans were as follows:

	Three months ended
	March 30, 2012						April 1, 2011
	U.S. Plan			UK Plan			U.S. Plan			UK Plan
	(in thousands)
Components of net periodic pension cost
Service cost	$	19		$	—		$	10		$	—
Interest cost	128			581			128			594
Expected return on assets	(144		)	(412		)	(140		)	(461		)
Recognized actuarial net loss	62			23			—			—
Total Company defined benefit plan expense	65			192			(2		)	133
Multiemployer benefit expense	278			—			256			—
Net periodic pension cost	$	343		$	192		$	254		$	133

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Fair Value Measurements

3 Months Ended

Mar. 30, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

Fair Value Measurements

Accounting principles generally accepted in the United States define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Observable inputs other than quoted prices included in Level 1. We value assets and liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Recurring Fair Value Measurements

In accordance with accounting principles generally accepted in the United States, certain assets and liabilities are required to be recorded at fair value on a recurring basis. For our Company, the only assets and liabilities that are adjusted to fair value on a recurring basis are derivative financial instruments.

Derivative Financial Instruments

The fair values of our futures contracts were primarily determined using quoted contract prices from financial institutions. The fair values of these instruments were based on the closing contract price as of the balance sheet date and were classified as Level 1. As of March 30, 2012, we had no derivative financial instruments outstanding. As of December 30, 2011, we had outstanding derivative financial instruments totaling approximately $0.6 million.

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis as required by accounting principles generally accepted in the United States. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges.

The Company did not record any significant impairment charges related to assets measured at fair value on a nonrecurring basis during the three month periods ended March 30, 2012 and April 1, 2011.

Other Fair Value Disclosures

The carrying amounts of cash and cash equivalents; receivables; accounts payable and accrued expenses; and loans and notes payable approximate their fair values because of the relatively short-term maturities of these instruments.

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Supplemental Guarantor Condensed Financial Information

3 Months Ended

Mar. 30, 2012

Supplemental Guarantor Condensed Financial Information [Abstract]

Supplemental Guarantor Condensed Financial Information

Supplemental Guarantor Condensed Financial Information

On March, 18, 2011, Euramax Holdings, Inc. (presented as Parent in the following schedules), through its 100%-owned subsidiary, Euramax International, Inc. (presented as Issuer in the following schedules) issued the Notes. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings, Inc. Additionally, the Notes were fully and unconditionally guaranteed by all material domestic subsidiaries, collectively referred to as the "Guarantors." On December 30, 2011, as permitted by the First Supplemental Indenture, the Company completed the merger of the Guarantor subsidiaries with Euramax International, Inc. This merger does not adversely affect the legal rights under the Indenture of any holder of the Notes in any material respect. All other subsidiaries of Euramax International, Inc., whether direct or indirect, do not guarantee the Senior Secured Notes (the "Non-Guarantors").

Additionally, the Notes are secured on a second priority basis by liens on all of the collateral (subject to certain exceptions) securing Euramax International, Inc.’s senior secured credit facilities. In the event that secured creditors exercise remedies with respect to Euramax International, Inc.'s pledged assets, the proceeds of the liquidation of those assets will first be applied to repay obligations secured by the first priority liens under the senior secured credit facilities and any other first priority obligations.

The following condensed consolidating financial statements present the results of operations, comprehensive loss, financial position and cash flows of (1) the Parent, (2) the Issuer (including all Guarantor subsidiaries prior to the merger), (3) the Non-Guarantor Subsidiaries, and (4) eliminations to arrive at the information for Euramax Holdings, Inc. on a consolidated basis. The condensed consolidating financial statements for all periods presented reflect the legal entity structure and Notes guaranty as of March 30, 2012 for comparative purposes. Separate financial statements and other disclosures concerning the former Guarantor subsidiaries are not presented because management does not believe such information is material to investors.

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

March 30, 2012
(in thousands)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	2,048		$	11,140		$	—		$	13,188
Accounts receivable, net of allowance for doubtful accounts	—			47,697			47,712			—			95,409
Inventories, net	—			62,803			33,343			—			96,146
Income taxes receivable	—			268			680			—			948
Deferred income taxes	—			1,702			209			—			1,911
Other current assets	—			3,949			2,654			—			6,603
Total current assets	—			118,467			95,738			—			214,205
Property, plant and equipment, net	—			69,853			75,002			—			144,855
Amounts due from affiliates	—			236,504			28,621			(265,125		)	—
Goodwill	—			81,054			118,949			—			200,003
Customer relationships, net	—			40,737			25,752			—			66,489
Other intangible assets, net	—			7,980			—			—			7,980
Investment in consolidated subsidiaries	(55,104		)	28,424			—			26,680			—
Deferred income taxes	—			—			15			—			15
Other assets	—			6,510			3,854			—			10,364
Total assets	$	(55,104	)	$	589,529		$	347,931		$	(238,445	)	$	643,911
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	—		$	45,403		$	27,696		$	—		$	73,099
Accrued expenses and other current liabilities	123			15,537			20,117			—			35,777
Accrued interest payable	—			17,848			—			—			17,848
Deferred income taxes	—			—			916			—			916
Total current liabilities	123			78,788			48,729			—			127,640
Long-term debt	—			507,856			—			—			507,856
Amounts due to affiliates	4,383			27,025			233,717			(265,125		)	—
Deferred income taxes	—			8,430			12,919			—			21,349
Other liabilities	—			22,534			24,142			—			46,676
Total liabilities	4,506			644,633			319,507			(265,125		)	703,521
Shareholders’ equity (deficit):
Common stock	185			—			21			(21		)	185
Additional paid-in capital	719,592			656,688			199,452			(856,140		)	719,592
Accumulated loss	(790,207		)	(722,612		)	(185,221		)	907,833			(790,207		)
Accumulated other comprehensive income	10,820			10,820			14,172			(24,992		)	10,820
Total shareholders’ equity (deficit)	(59,610		)	(55,104		)	28,424			26,680			(59,610		)
Total liabilities and shareholders’ equity (deficit)	$	(55,104	)	$	589,529		$	347,931		$	(238,445	)	$	643,911

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

December 30, 2011
(in thousands)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	962		$	13,365		$	—		$	14,327
Accounts receivable, net of allowance for doubtful accounts	—			43,241			39,993			—			83,234
Inventories, net	—			51,456			31,940			—			83,396
Income taxes receivable	—			177			520			—			697
Deferred income taxes	—			1,702			204			—			1,906
Other current assets	—			2,688			1,648			—			4,336
Total current assets	—			100,226			87,670			—			187,896
Property, plant and equipment, net	—			72,848			73,701			—			146,549
Amounts due from affiliates	—			232,191			28,360			(260,551		)	—
Goodwill	—			81,054			115,632			—			196,686
Customer relationships, net	—			43,110			26,526			—			69,636
Other intangible assets, net	—			8,148			—			—			8,148
Investment in consolidated subsidiaries	(48,935		)	30,605			—			18,330			—
Deferred income taxes	—			—			6			—			6
Other assets	—			6,418			3,907			—			10,325
Total assets	$	(48,935	)	$	574,600		$	335,802		$	(242,221	)	$	619,246
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	—		$	32,692		$	21,637		$	—		$	54,329
Accrued expenses and other current liabilities	96			16,623			16,706			—			33,425
Accrued interest payable	—			8,886			—			—			8,886
Deferred income taxes	—			—			891			—			891
Total current liabilities	96			58,201			39,234			—			97,531
Long-term debt	—			507,988			—			—			507,988
Amounts due to affiliates	4,262			27,315			228,974			(260,551		)	—
Deferred income taxes	—			8,158			13,343			—			21,501
Other liabilities	—			21,873			23,646			—			45,519
Total liabilities	4,358			623,535			305,197			(260,551		)	672,539
Shareholders’ equity (deficit):
Common stock	185			—			21			(21		)	185
Additional paid-in capital	718,837			655,934			199,452			(855,386		)	718,837
Accumulated loss	(782,087		)	(714,641		)	(182,232		)	896,873			(782,087		)
Accumulated other comprehensive income	9,772			9,772			13,364			(23,136		)	9,772
Total shareholders’ equity (deficit)	(53,293		)	(48,935		)	30,605			18,330			(53,293		)
Total liabilities and shareholders’ equity (deficit)	$	(48,935	)	$	574,600		$	335,802		$	(242,221	)	$	619,246

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSFor the Three Months Ended March 30, 2012
(in thousands)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net Sales	$	—		$	122,442		$	77,731		$	(1,490	)	$	198,683
Costs and Expense:
Cost of goods sold (excluding depreciation and amortization)	—			103,647			64,408			(1,490		)	166,565
Sales and general (excluding depreciation and amortization)	149			14,918			7,814			—			22,881
Depreciation and amortization	—			5,552			3,129			—			8,681
Other operating charges	—			281			561			—			842
(Loss) income from operations	(149		)	(1,956		)	1,819			—			(286		)
Equity in earnings of subsidiaries	(7,971		)	(2,989		)	—			10,960			—
Interest expense	—			(13,310		)	(226		)	—			(13,536		)
Intercompany income (loss), net	—			4,373			(4,373		)	—			—
Other income (loss), net	—			6,337			(293		)	—			6,044
Loss before income taxes	(8,120		)	(7,545		)	(3,073		)	10,960			(7,778		)
Provision (benefit) for income taxes	—			426			(84		)	—			342
Net loss	$	(8,120	)	$	(7,971	)	$	(2,989	)	$	10,960		$	(8,120	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOMEFor the Three Months Ended March 30, 2012
(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net loss	$	(8,120	)	$	(7,971	)	$	(2,989	)	$	10,960		$	(8,120	)
Foreign currency translation adjustment	963			963			785			(1,748		)	963
Net change in pension and other benefit liabilities, net of tax	85			85			23			(108		)	85
Comprehensive loss	$	(7,072	)	$	(6,923	)	$	(2,181	)	$	9,104		$	(7,072	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSFor the Three Months Ended April 1, 2011
(in thousands)

	Parent			Issuer			Non-Guarantor			Eliminations			Total
Net Sales	$	—		$	124,954		$	87,762		$	(2,337	)	$	210,379
Costs and Expense:
Cost of Goods Sold (excluding depreciation and amortization)	—			105,247			70,973			(2,337		)	173,883
Sales and general (excluding depreciation and amortization)	148			15,237			8,645			—			24,030
Depreciation and amortization	—			5,692			3,545			—			9,237
Other operating charges	—			2,417			—			—			2,417
Income (loss) from operations	(148		)	(3,639		)	4,599			—			812
Equity in earnings of subsidiaries	(8,183		)	5,398			—			2,785			—
Interest expense	—			(12,382		)	(2,751		)	—			(15,133		)
Intercompany income (loss), net	—			630			(630		)	—			—
Other income, net	—			1,490			3,396			—			4,886
(Loss) income before income taxes	(8,331		)	(8,503		)	4,614			2,785			(9,435		)
Income tax benefit	—			(320		)	(784		)	—			(1,104		)
Net (loss) income	$	(8,331	)	$	(8,183	)	$	5,398		$	2,785		$	(8,331	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

For the Three Months Ended April 1, 2011

(in thousands)

(unaudited)

	Parent			Issuer			Non-Guarantor		Eliminations			Total
Net (loss) income	$	(8,331	)	$	(8,183	)	$	5,398	$	2,785		$	(8,331	)
Foreign currency translation adjustment	4,296			4,296			4,365		(8,661		)	4,296
Comprehensive (loss) income	$	(4,035	)	$	(3,887	)	$	9,763	$	(5,876	)	$	(4,035	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFor the Three Months Ended March 30, 2012
(in thousands)

	Parent		Issuer			Non-Guarantor			Eliminations		Total
Net cash used in operating activities	$	—	$	5,036		$	(5,702	)	$	—	$	(666	)
Cash flows from investing activities:
Proceeds from sale of assets	—		1,167			2			—		1,169
Capital expenditures	—		(580		)	(846		)	—		(1,426		)
Net cash provided by (used in) investing activities	—		587			(844		)	—		(257		)
Cash flows from financing activities:
Net repayments on ABL Credit Facility	—		(206		)	—			—		(206		)
Debt issuance costs	—		—			(46		)	—		(46		)
Due (to) from affiliates	—		(4,332		)	4,332			—		—
Net cash (used in) provided by financing activities	—		(4,538		)	4,286			—		(252		)
Effect of exchange rate changes on cash	—		—			36			—		36
Net (decrease) increase in cash and cash equivalents	—		1,085			(2,224		)	—		(1,139		)
Cash and cash equivalents at beginning of period	—		962			13,365			—		14,327
Cash and cash equivalents at end of period	$	—	$	2,047		$	11,141		$	—	$	13,188

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSFor the Three Months Ended April 1, 2011
(in thousands)

	Parent		Issuer			Non-Guarantor			Eliminations			Total
Net cash used in operating activities	$	—	$	(3,795	)	$	(1,086	)	$	—		$	(4,881	)
Cash flows from investing activities:
Proceeds from sale of assets	—		42			—			—			42
Capital expenditures	—		(2,209		)	(1,067		)	—			(3,276		)
Contributed capital to subsidiaries	—		(99,930		)	—			99,930			—
Return of capital from subsidiaries	—		151,083			—			(151,083		)	—
Net cash (used in) provided by investing activities	—		48,986			(1,067		)	(51,153		)	(3,234		)
Cash flows from financing activities:
Changes in bank overdrafts	—		2,997			—			—			2,997
Net borrowings on ABL Credit Facility	—		15,000			—			—			15,000
Net repayments on First Lien Credit Facility	—		(302,394		)	(109,634		)	—			(412,028		)
Borrowings under Senior Secured Notes	—		375,000						—			375,000
Borrowings under Senior Unsecured Notes	—		19,812			—			—			19,812
Contributed capital to subsidiaries	—		—			99,930			(99,930		)	—
Return of capital	—		—			(151,083		)	151,083			—
Debt issuance costs	—		(8,282		)	—			—			(8,282		)
Due (to) from affiliates	—		(155,477		)	155,477			—			—
Net cash used in financing activities	—		(53,344		)	(5,310		)	51,153			(7,501		)
Effect of exchange rate changes on cash	—		—			(704		)	—			(704		)
Net decrease in cash and cash equivalents	—		(8,153		)	(8,167		)	—			(16,320		)
Cash and cash equivalents at beginning of period	—		8,271			16,631			—			24,902
Cash and cash equivalents at end of period	$	—	$	118		$	8,464		$	—		$	8,582

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Condensed Consolidated Statements of Comprehensive Loss (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 30, 2012	Apr. 01, 2011
Net loss	$ (8,120)	$ (8,331)
Other comprehensive income:
Foreign currency translation adjustment	963	4,296
Net change in pension and other benefit liabilities, net of tax	85	0
Total comprehensive loss	$ (7,072)	$ (4,035)

XML

Financial Instruments

3 Months Ended

Mar. 30, 2012

Financial Instruments [Abstract]

Financial Instruments

Financial Instruments

The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company's financial performance and are referred to as "market risks." The Company, when deemed appropriate, uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary market risk managed by the Company through the use of derivative instruments is foreign currency exchange rate risk. The Company does not enter into derivative contracts for trading purposes.

In 2011, the Company entered into forward contracts to buy or sell a quantity of a currency at a predetermined future date, and at a predetermined rate or price to mitigate uncertainty and volatility, and to cover underlying exposures to certain payments in currencies other than the functional currency. The Company has not designated these contracts for hedge accounting treatment and, therefore, the gains and losses on these contracts are recorded in other income (loss). In the first quarter of 2012, the Company recognized a gain of $0.2 million in Other income, net related to these forward contracts.

As of December 30, 2011, derivatives totaling approximately $0.6 million were carried at fair value in the consolidated balance sheet in the line item other assets. The Company determined that the fair value of the foreign exchange contracts were level 2 measurements in the fair value hierarchy. To measure the fair value of the foreign exchange contracts the Company obtained quotations from financial institutions. As of March 30, 2012, the Company had no outstanding derivative financial instruments which required fair value measurements.