UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

	For the quarterly period ended June 28, 2002

OR

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

For the transition period from to

Commission file number 333-05978

EURAMAX INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

ý Yes o No

As of August 6, 2002, Registrant had outstanding 445,822.44 shares of Class A common stock and 44,346.80 shares of Class B common stock.

Page 1 of 33

Exhibit Index located on page 30

Part I - Financial Information

Item 1. Financial Statements

Euramax International, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Thousands of U.S. Dollars)

(Unaudited)

	Quarters ended						Six months ended
	June 28, 2002			June 29, 2001			June 28, 2002			June 29, 2001
Net sales	$	171,668		$	157,621		$	304,628		$	288,834

Costs and expenses:
Cost of goods sold	132,859			125,980			239,117			234,173
Selling and general	16,400			15,358			30,949			29,221
Depreciation and amortization	3,025			4,465			6,449			8,877
Earnings from operations	19,384			11,818			28,113			16,563

Interest expense, net	(5,872		)	(6,492		)	(11,233		)	(13,052		)
Other income (expense), net	624			(598		)	542			(2,818		)
Earnings before income taxes	14,136			4,728			17,422			693
Provision for income taxes	5,576			2,278			6,782			321
Net earnings	$	8,560		$	2,450		$	10,640		$	372

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

Euramax International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Thousands of U.S. Dollars)

(Unaudited)

	June 28, 2002			December 28, 2001
ASSETS
Current assets:
Cash and equivalents	$	9,362		$	5,897
Accounts receivable, net	106,495			77,257
Inventories	86,748			64,114
Other current assets	6,534			5,320
Total current assets	209,139			152,588
Property, plant and equipment, net	111,829			110,845
Goodwill, net	109,561			107,258
Deferred income taxes	4,457			6,886
Other assets	6,118			6,674
	$	441,104		$	384,251

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdrafts	$	2,647		$	1,419
Accounts payable	79,105			53,439
Accrued expenses and other current liabilities	36,774			27,681
Total current liabilities	118,526			82,539
Long-term debt, less current maturities	211,859			207,724
Deferred income taxes	17,883			16,563
Other liabilities	16,297			15,931
Total liabilities	364,565			322,757
Shareholders'equity:
Common stock	500			500
Additional paid-in capital	53,220			53,220
Treasury stock	(1,581		)	(1,581		)
Retained earnings	35,222			24,582
Accumulated other comprehensive loss	(10,822		)	(15,227		)
Total shareholders' equity	76,539			61,494
	$	441,104		$	384,251

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

Euramax International, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Thousands of U.S. Dollars)

(Unaudited)

	Six months ended
	June 28, 2002			June 29, 2001
Net cash provided by operating activities	$	549		$	5,893

Cash flows from investing activities:
Proceeds from sales of assets	24			1,259
Capital expenditures	(2,566		)	(3,003		)
Net cash used in investing activities	(2,542		)	(1,744		)

Cash flows from financing activities:
Net borrowings on revolving credit facility	40,004			8,713
Repayment of long-term debt	(38,951		)	(12,805		)
Changes in cash overdrafts	1,229			924
Proceeds from settlement of currency swap	2,790			—
Deferred financing fees	(1,495		)	—
Net cash provided by (used in) financing activities	3,577			(3,168		)

Effect of exchange rate changes on cash	1,881			(1,627		)

Net increase (decrease) in cash and equivalents	3,465			(646		)
Cash and equivalents at beginning of period	5,897			8,134
Cash and equivalents at end of period	$	9,362		$	7,488

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

Euramax International, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Thousands of U.S. Dollars)

(Unaudited)

1. Basis of Presentation:

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

The Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of the management of the Company, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. All adjustments are of a normal recurring nature unless otherwise disclosed. Management believes that the disclosures made are adequate for a fair presentation of results of operations, financial position and cash flows. These Condensed Consolidated Financial Statements should be read in conjunction with the year-end Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2001. Operating results for the period ended June 28, 2002, are not necessarily indicative of future results that may be expected for the year ending December 27, 2002.

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

Certain 2001 amounts have been reclassified to conform to current year presentation.

2. Summary of Significant Accounting Policies:

For information regarding significant accounting policies, see Note 3 to the Consolidated Financial Statements of the Company for the year ended December 28, 2001, set forth in the Company’s Annual Report on Form 10-K.

The Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets”, effective December 29, 2001. Under SFAS No. 142, goodwill and indefinite lived intangible assets are no longer amortized, but are reviewed annually for impairment. Separable intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives. The Company has completed the transitional goodwill impairment test required upon adoption of SFAS No. 142 and determined that there is no impairment to its recorded goodwill balances. Had the Company been accounting for its goodwill under SFAS No. 142 for all periods presented, the Company’s net earnings would have been as follows:

	Quarters ended				Six months ended
	June 28, 2002		June 29, 2001		June 28, 2002		June 29, 2001
Reported net earnings	$	8,560	$	2,450	$	10,640	$	372
Goodwill amortization, net of tax	—		986		—		1,984
Adjusted net earnings	$	8,560	$	3,436	$	10,640	$	2,356

The change in goodwill, net from December 28, 2001 to June 28, 2002, is a result of the change in foreign exchange rates used in converting the local currency goodwill balance into U.S. Dollars.

3. Inventories:

Inventories were comprised of:

	June 28, 2002		December 28, 2001
Raw materials	$	67,691	$	50,206
Work in process	2,955		2,449
Finished products	16,102		11,459
	$	86,748	$	64,114

4. Long-Term Obligations:

Long-term obligations consisted of the following:

	June 28, 2002		December 28, 2001
Credit Agreement:
Revolving Credit Facility	$	76,859	$	33,773
Term Loans	—		38,951
11.25% Senior Subordinated Notes due 2006	135,000		135,000
	$	211,859	$	207,724

Effective March 15, 2002, the Company and its Lenders amended and restated the Credit Agreement to, among other items, increase the Revolving Credit Facility from $100.0 million to $110.0 million; refinance outstanding Term Loans through borrowings under the Revolving Credit Facility; and extend the expiration date of the Revolving Credit Facility from June 30, 2002 to June 30, 2005. For further information on the amendment and restatement of the Credit Agreement, see Note 4 to the Condensed Consolidated Financial Statements of the Company for the quarter ended March 29, 2002, set forth in the Company’s Quarterly Report on Form 10-Q.

As of June 28, 2002, an undrawn amount of $33.1 million remained under the Revolving Credit Facility, all of which was available.

5. Commitments and Contingencies:

Litigation

The Company is subject to legal proceedings and claims that have arisen in the ordinary course of business. Although occasional adverse decisions or settlements may occur, it is the opinion of the Company’s management, based upon information available at this time, that the expected outcome of these matters, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company and its subsidiaries taken as a whole.

Environmental Matters

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

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

In connection with the acquisition of the Company from Alumax Inc. (which has since been acquired by Aluminum Company of America in May 1998, and hereafter referred to as “Alumax”) on September 25, 1996, the Company was indemnified by Alumax for substantially all of its costs, if any, related to environmental matters for occurrences arising prior to the closing date of the acquisition during the period of time it was owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the remediation of certain specified existing National Priorities List (“NPL”) sites for which the Company had been named a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Information System (“CERCLA”) as of the closing date of the acquisition, as well as certain potential costs for sites listed on state hazardous cleanup lists. With respect to all other environmental matters, Alumax’s obligations are limited to $125.0 million and expire in September 2002. However, notwithstanding the indemnity, the Company does not believe that it has any significant probable liability for environmental claims. Further, the Company believes it to be unlikely that the Company would be required to bear environmental costs in excess of its pro rata share of such costs as a potentially responsible party at any site.

6. Comprehensive Income:

	Quarters ended						Six months ended
	June 28, 2002			June 29, 2001			June 28, 2002			June 29, 2001
Net earnings	$	8,560		$	2,450		$	10,640		$	372
Other comprehensive earnings (loss):
Foreign currency translation adjustment	4,930			(1,105		)	4,504			(3,357		)
Gain (loss) on derivative instruments, net:
Cumulative effect of adopting SFAS 133	—			—			—			(2,014		)
Net changes in fair value of derivatives	(1,629		)	297			(1,353		)	1,602
Net gains reclassified from OCI into earnings	1,431			102			1,254			(282		)

Comprehensive income (loss)	$	13,292		$	1,744		$	15,045		$	(3,679	)

7. Income Taxes:

The income tax provision for the six months ended June 28, 2002 and June 29, 2001 is computed at the effective rate expected to be applicable for the full year using the statutory rates on a country by country basis.

8. Segment Information:

For detailed information regarding the Company’s reportable segments, see Note 13 to the Consolidated Financial Statements of the Company for the year ended December 28, 2001, set forth in the Company’s Annual Report on Form 10-K.

Information about reported segments and a reconciliation of total segment sales to total consolidated sales and of total segment EBITDA to total consolidated earnings before income taxes, for the quarters and six months ended June 28, 2002 and June 29, 2001, is as follows:

	Quarters Ended						Six months ended
	June 28, 2002			June 29, 2001			June 28, 2002			June 29, 2001
Sales
European Roll Coating	$	33,533		$	33,931		$	65,563		$	71,627
U.S. Fabrication	121,578			109,831			206,893			187,191
European Fabrication	17,280			14,403			33,503			31,311
Total segment sales	172,391			158,165			305,959			290,129

Eliminations	(723		)	(544		)	(1,331		)	(1,295		)
Consolidated net sales	$	171,668		$	157,621		$	304,628		$	288,834

EBITDA
European Roll Coating	$	4,480		$	3,966		$	8,999		$	9,144
U.S. Fabrication	17,012			11,054			23,137			12,893
European Fabrication	2,107			1,712			4,045			4,217
Total EBITDA for reportable segments	23,599			16,732			36,181			26,254

Expenses that are not segment specific	(566		)	(1,047		)	(1,077		)	(3,632		)
Depreciation and amortization	(3,025		)	(4,465		)	(6,449		)	(8,877		)
Interest expense, net	(5,872		)	(6,492		)	(11,233		)	(13,052		)
Consolidated net earnings before income taxes	$	14,136		$	4,728		$	17,422		$	693

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

The following table reflects revenues from external customers by groups of similar products for the quarters and six months ended June 28, 2002 and June 29, 2001:

		Quarters Ended				Six months ended
Customers/Markets	Primary Products	June 28, 2002		June 29, 2001		June 28, 2002		June 29, 2001
Original Equipment Manufacturers ("OEMs")	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; RV doors, windows and roofing; and composite building panels	$	70,707	$	63,543	$	135,108	$	130,722

Rural Contractors	Steel and aluminum roofing and siding	33,088		31,213		56,663		51,575

Home Centers	Raincarrying systems, roofing accessories, windows, doors and shower enclosures	36,456		35,961		58,131		56,439

Manufactured Housing	Steel siding and trim components	6,668		6,521		11,344		12,751

Distributors	Metal coils, raincarrying systems and roofing accessories	5,712		3,139		10,252		6,555

Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories	4,381		4,534		8,488		8,680

Home Improvement Contractors	Vinyl replacement windows; metal coils, raincarrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings	14,656		12,710		24,642		22,112
		$	171,668	$	157,621	$	304,628	$	288,834

9. Supplemental Condensed Combined Financial Statements:

On September 25, 1996, the Company issued Senior Subordinated Notes due 2006 (the “Notes”). Euramax International Limited, Euramax European Holdings Limited and Euramax European Holdings B.V. are co-obligors under the Notes (the “Co-Obligors”). Euramax International, Inc. has provided a full and unconditional guarantee of the Notes (“Parent Guarantor”). In addition, Amerimax Holdings, Inc., Amerimax Fabricated Products, Inc., Euramax International Holdings Limited and Euramax Continental Limited, holding company subsidiaries of Euramax, have provided full and unconditional guarantees of the Notes (collectively, the “Guarantor Subsidiaries”). The following supplemental condensed combining financial statements as of June 28, 2002 and December 28, 2001, and for the quarters and six months ended June 28, 2002 and June 29, 2001, reflect the financial position, results of operations, and cash flows of each of the Parent Guarantor, the Co-Obligors, and such combined information of the Guarantor Subsidiaries and the non-guarantor subsidiaries, principally the operating subsidiaries, (collectively, the “Non-Guarantor Subsidiaries”). The Co-Obligors and Guarantors are wholly owned subsidiaries of Euramax and are each jointly, severally, fully, and unconditionally liable under the Notes. Separate complete financial statements of each Co–Obligor and Guarantor are not presented because management has determined that they are not material to investors.

	Quarter ended June 28, 2002
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales	$	—		$	—		$	—		$	—		$	—		$	171,668		$	—		$	171,668

Costs and expenses:
Cost of goods sold	—			—			—			—			—			132,859			—			132,859
Selling and general	401			51			—			—			595			15,353			—			16,400
Depreciation and amortization	—			—			—			—			10			3,015			—			3,025
(Loss) earnings from operations	(401		)	(51		)	—			—			(605		)	20,441			—			19,384

Equity in earnings of subsidiaries	9,914			2,821			(1,353		)	2,662			12,021			—			(26,065		)	—
Interest expense, net	(1,655		)	—			(214		)	(51		)	(2,538		)	(1,414		)	—			(5,872		)
Other income (expense), net	—			—			2,056			179			—			(1,611		)	—			624
Earnings before income taxes	7,858			2,770			489			2,790			8,878			17,416			(26,065		)	14,136
(Benefit) provision for income taxes	(702		)	(16		)	553			51			(1,036		)	6,726			—			5,576

Net earnings (loss)	$	8,560		$	2,786		$	(64	)	$	2,739		$	9,914		$	10,690		$	(26,065	)	$	8,560

	Quarter ended June 29, 2001
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales	$	—		$	—		$	—		$	—		$	—		$	157,621		$	—		$	157,621

Costs and expenses:
Cost of goods sold	—			—			—			—			—			125,980			—			125,980
Selling and general	281			77			—			—			(64		)	15,064			—			15,358
Depreciation and amortization	—			—			—			—			89			4,376			—			4,465
(Loss) earnings from operations	(281		)	(77		)	—			—			(25		)	12,201			—			11,818

Equity in earnings of subsidiaries	3,317			1,362			(270		)	1,746			6,084			—			(12,239		)	—
Interest expense, net	(1,250		)	(25		)	(104		)	(87		)	(3,305		)	(1,721		)	—			(6,492		)
Other income (expense), net	—			(14		)	(11		)	(47		)	(627		)	101			—			(598		)
Earnings (loss) before income taxes	1,786			1,246			(385		)	1,612			2,127			10,581			(12,239		)	4,728
(Benefit) provision for income taxes	(664		)	(25		)	(28		)	(40		)	(1,190		)	4,225			—			2,278

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

	Six months ended June 28, 2002
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales	$	—		$	—		$	—		$	—		$	—		$	304,628		$	—		$	304,628

Costs and expenses:
Cost of goods sold	—			—			—			—			—			239,117			—			239,117
Selling and general	678			109			—			—			552			29,610			—			30,949
Depreciation and amortization	—			—			—			—			19			6,430			—			6,449
(Loss) earnings from operations	(678		)	(109		)	—			—			(571		)	29,471			—			28,113

Equity in earnings of subsidiaries	13,035			5,081			(524		)	4,521			16,844			—			(38,957		)	—
Interest expense, net	(3,085		)	—			(323		)	(102		)	(5,111		)	(2,612		)	—			(11,233		)
Other income (expense), net	—			—			1,576			160			—			(1,194		)	—			542
Earnings before income taxes	9,272			4,972			729			4,579			11,162			25,665			(38,957		)	17,422
(Benefit) provision for income taxes	(1,368		)	(33		)	376			33			(1,873		)	9,647			—			6,782

Net earnings	$	10,640		$	5,005		$	353		$	4,546		$	13,035		$	16,018		$	(38,957	)	$	10,640

	Six months ended June 29, 2001
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales	$	—		$	—		$	—		$	—		$	—		$	288,834		$	—		$	288,834

Costs and expenses:
Cost of goods sold	—			—			—			—			—			234,173			—			234,173
Selling and general	882			135			—			—			(443		)	28,647			—			29,221
Depreciation and amortization	—			—			—			—			181			8,696			—			8,877
(Loss) earnings from operations	(882		)	(135		)	—			—			262			17,318			—			16,563

Equity in earnings of subsidiaries	2,431			3,680			649			4,361			8,029			—			(19,150		)	—
Interest expense, net	(2,501		)	(50		)	(155		)	(169		)	(6,869		)	(3,308		)	—			(13,052		)
Other income (expense), net	8			32			(1,523		)	(299		)	(2,381		)	1,345			—			(2,818		)
(Loss) earnings before income taxes	(944		)	3,527			(1,029		)	3,893			(959		)	15,355			(19,150		)	693
(Benefit) provision for income taxes	(1,316		)	(26		)	(490		)	(148		)	(3,390		)	5,691			—			321

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

	As of June 28, 2002
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	ASSETS
Current assets:
Cash and equivalents	$	—		$	—		$	—		$	29		$	13		$	9,320		$	—		$	9,362
Accounts receivable, net	—			3			—			—			—			106,492			—			106,495
Inventories	—			—			—			—			—			86,748			—			86,748
Other current assets	321			—			—			—			806			5,407			—			6,534
Total current assets	321			3			—			29			819			207,967			—			209,139
Property, plant and equipment, net	—			—			—			—			124			111,705			—			111,829
Amounts due from affiliates	96,926			77,358			51,050			—			144,250			29,340			(398,924		)	—
Goodwill, net	—			—			—			—			7,799			101,762			—			109,561
Investment in consolidated subsidiaries	140,449			30,980			(18,195		)	36,903			176,708			—			(366,845		)	—
Deferred income taxes	—			—			1,009			—			13			3,435			—			4,457
Other assets	—			1,427			379			407			1,501			2,404			—			6,118
	$	237,696		$	109,768		$	34,243		$	37,339		$	331,214		$	456,613		$	(765,769	)	$	441,104
	LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdrafts	$	—		$	—		$	—		$	—		$	(1,527	)	$	4,174		$	—		$	2,647
Accounts payable	—			—			—			—			174			78,931			—			79,105
Accrued expenses and other current liabilities	(2,972		)	265			(214		)	(6,842		)	(4,448		)	50,985			—			36,774
Total current liabilities	(2,972		)	265			(214		)	(6,842		)	(5,801		)	134,090			—			118,526
Long-term debt, less current maturities	37,216			70,605			27,179			—			46,000			30,859			—			211,859
Amounts due to affiliates	125,361			14,664			19,111			3,412			148,328			88,048			(398,924		)	—
Deferred income taxes	841			—			—			—			782			16,260			—			17,883
Other liabilities	—			—			—			—			1,455			14,842			—			16,297
Total liabilities	160,446			85,534			46,076			(3,430		)	190,764			284,099			(398,924		)	364,565
Shareholders' equity:
Common stock	500			2			78			23			35,001			6,835			(41,939		)	500
Additional paid-in capital	65,218			20,726			6,922			9,077			149,085			369,643			(567,451		)	53,220
Treasury stock	(1,581		)	—			—			—			—			—			—			(1,581		)
Retained earnings (deficit)	18,435			12,728			(12,329		)	33,486			(38,132		)	(163,800		)	184,834			35,222
Dividends declared	—			—			—			—			—			(31,427		)	31,427			—
Accumulated other comprehensive loss	(5,322		)	(9,222		)	(6,504		)	(1,817		)	(5,504		)	(8,737		)	26,284			(10,822		)
Total shareholders' equity	77,250			24,234			(11,833		)	40,769			140,450			172,514			(366,845		)	76,539
	$	237,696		$	109,768		$	34,243		$	37,339		$	331,214		$	456,613		$	(765,769	)	$	441,104

	As of December 28, 2001
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
	ASSETS
Current assets:
Cash and equivalents	$	—		$	—		$	—		$	94		$	11		$	5,792		$	—		$	5,897
Accounts receivable, net	1			15			—			—			—			77,241			—			77,257
Inventories	—			—			—			—			—			64,114			—			64,114
Other current assets	321			—			—			—			600			4,399			—			5,320
Total current assets	322			15			—			94			611			151,546			—			152,588
Property, plant and equipment, net	—			—			—			—			47			110,798			—			110,845
Amounts due from affiliates	95,392			79,253			46,891			1,677			138,391			49,775			(411,379		)	—
Goodwill, net	—			—			—			—			7,799			99,459			—			107,258
Investment in consolidated subsidiaries	123,576			22,091			(16,591		)	28,506			187,448			—			(345,030		)	—
Deferred income taxes	—			—			955			—			12			5,919			—			6,886
Other assets	—			1,595			401			406			688			3,584			—			6,674
	$	219,290		$	102,954		$	31,656		$	30,683		$	334,996		$	421,081		$	(756,409	)	$	384,251
	LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdrafts	$	—		$	—		$	—		$	—		$	(358	)	$	1,777		$	—		$	1,419
Accounts payable	—			—			—			—			17			53,422			—			53,439
Accrued expenses and other current liabilities	(1,348		)	354			(640		)	(6,129		)	(3,513		)	38,957			—			27,681
Total current liabilities	(1,348		)	354			(640		)	(6,129		)	(3,854		)	94,156			—			82,539
Long-term debt, less current maturities	37,216			70,605			27,179			—			38,409			34,315			—			207,724
Amounts due to affiliates	120,186			16,574			16,544			4,880			175,637			77,558			(411,379		)	—
Deferred income taxes	464			—			—			—			721			15,378			—			16,563
Other liabilities	—			—			—			—			508			15,423			—			15,931
Total liabilities	156,518			87,533			43,083			(1,249		)	211,421			236,830			(411,379		)	322,757
Shareholders' equity:
Common stock	500			2			78			23			35,001			6,835			(41,939		)	500
Additional paid-in capital	65,218			20,726			6,922			9,077			149,085			369,643			(567,451		)	53,220
Treasury stock	(1,581		)	—			—			—			—			—			—			(1,581		)
Retained earnings (deficit)	7,795			7,723			(12,682		)	28,940			(51,167		)	(12,104		)	56,077			24,582
Dividends declared	—			—			—			—			—			(167,714		)	167,714			—
Accumulated other comprehensive loss	(9,160		)	(13,030		)	(5,745		)	(6,108		)	(9,344		)	(12,409		)	40,569			(15,227		)
Total shareholders' equity	62,772			15,421			(11,427		)	31,932			123,575			184,251			(345,030		)	61,494
	$	219,290		$	102,954		$	31,656		$	30,683		$	334,996		$	421,081		$	(756,409	)	$	384,251

	Six months ended June 28, 2002
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net cash (used in)/provided by operating activities	$	(3,641	)	$	15		$	(221	)	$	(61	)	$	27,595		$	8,289		$	(31,427	)	$	549

Cash flows from investing activities:
Proceeds from sales of assets	—			—			—			—			—			24			—			24
Capital expenditures	—			—			—			—			(96		)	(2,470		)	—			(2,566		)
Net cash used in investing activities	—			—			—			—			(96		)	(2,446		)	—			(2,542		)

Cash flows from financing activities:
Net borrowings (repayments) on revolving credit facility	—			—			—			—			41,500			(1,496		)	—			40,004
Repayment of long-term debt	—			—			—			—			(33,910		)	(5,041		)	—			(38,951		)
Dividends paid	—			—			—			—			—			(31,427		)	31,427			—
Change in cash overdrafts	—			—			—			—			(1,169		)	2,398			—			1,229
Proceeds from settlement of currency swap	—			—			—			—			—			2,790			—			2,790
Deferred financing fees	—			—			—			—			(909		)	(586		)	—			(1,495		)
Due to/from affiliates	3,641			(15		)	117			(164		)	(33,168		)	29,589			—			—
Net cash provided by/(used in) financing activities	3,641			(15		)	117			(164		)	(27,656		)	(3,773		)	31,427			3,577

Effect of exchange rate changes on cash	—			—			104			160			159			1,458			—			1,881

Net (decrease) increase in cash and equivalents	—			—			—			(65		)	2			3,528			—			3,465
Cash and equivalents at beginning of period	—			—			—			94			11			5,792			—			5,897
Cash and equivalents at end of period	$	—		$	—		$	—		$	29		$	13		$	9,320		$	—		$	9,362

	Six months ended June 29, 2001
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net cash (used in)/provided by operating activities	$	(3,098	)	$	(24	)	$	(106	)	$	(573	)	$	(6,556	)	$	16,574		$	(324	)	$	5,893

Cash flows from investing activities:
Proceeds from sales of assets	—			—			—			—			—			1,259			—			1,259
Capital expenditures	—			—			—			—			—			(3,003		)	—			(3,003		)
Net cash used in investing activities	—			—			—			—			—			(1,744		)	—			(1,744		)

Cash flows from financing activities:
Net borrowings on revolving credit facility	—			—			—			—			1,200			7,513			—			8,713
Repayment of long-term debt	—			—			—			—			(11,175		)	(1,630		)	—			(12,805		)
Dividends paid	—			—			—			—			—			(324		)	324			—
Change in cash overdrafts	—			—			—			—			(822		)	1,746			—			924
Due to/from affiliates	3,098			24			175			995			17,326			(21,618		)	—			—
Net cash provided by/(used in) financing activities	3,098			24			175			995			6,529			(14,313		)	324			(3,168		)

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

Net increase/(decrease) in cash and equivalents	—			—			—			127			(27		)	(746		)	—			(646		)
Cash and equivalents at beginning of period	—			—			—			—			27			8,107			—			8,134
Cash and equivalents at end of period	$	—		$	—		$	—		$	127		$	—		$	7,361		$	—		$	7,488

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

Business Overview

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements included elsewhere in this document, as well as the year-end Consolidated Financial Statements and Management’s Discussion and Analysis included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2001.

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

Financial results for the six months ended June 28, 2002, compared to the same period of 2001, reflect continued strong demand in the U.S. for raincarrying systems and accessory products from the home center industry and distributors, in addition to a strong rebound in demand from U.S. recreational vehicle manufacturers. Results also reflect continued strong operating margins in the U.S., largely resulting from higher selling prices and lower material costs. In Europe, lower selling prices resulting from the decline in the cost of aluminum have resulted in a small decline in net sales, however, this has not impacted operating earnings. Strong demand for doors and windows from the European recreational vehicle industry and for shower doors and bath enclosures from customers in the U.K., helped offset lower sales volume from the Corby, England paintline resulting from the strength of the British pound against core European currencies. These conditions contributed to increase operating earnings for the six months ended June 28, 2002 to $28.1 million, from $16.6 million for the six months ended June 29, 2001.

Results of Operations

Quarter Ended June 28, 2002 as Compared to Quarter Ended June 29, 2001

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

	Quarters ended
	June 28, 2002		June 29, 2001
Statements of Earnings Data:
Net sales	100.0	%	100.0	%
Costs and expenses:
Cost of goods sold	77.4		79.9
Selling and general	9.6		9.8
Depreciation and amortization	1.8		2.8
Earnings from operations	11.2		7.5
Interest expense, net	(3.4	)	(4.1	)
Other income (expense), net	0.4		(0.4	)
Earnings before income taxes	8.2		3.0
Provision for income taxes	3.2		1.4
Net earnings	5.0	%	1.6	%

	Net Sales Quarters ended						Earnings from Operations Quarters ended
*In thousands*	June 28, 2002		June 29, 2001		Increase/ (decrease)		June 28, 2002		June 29, 2001		Increase/ (decrease)
United States	$	121,578	$	109,826	10.7	%	$	14,232	$	7,814	82.1	%
Europe	50,090		47,795		4.8	%	5,152		4,004		28.7	%
Totals	$	171,668	$	157,621	8.9	%	$	19,384	$	11,818	64.0	%

Net Sales. Net sales increased 8.9% to $171.7 million for the quarter ended June 28, 2002, from $157.6 million for the quarter ended June 29, 2001. Net sales in the U.S. increased $11.8 million or 10.7%, primarily from higher sales to recreational vehicle manufacturers, rural contractors, distributors and home improvement contractors. Sales of raincarrying products and accessories to home centers, home improvement contractors and distributors increased $3.2 million or 8.4% for the quarter ended June 28, 2002, compared to the quarter ended June 29, 2001. Sales to U.S. recreational vehicle manufacturers increased $2.5 million or 12.9% for the quarter ended June 28, 2002, compared to the quarter ended June 29, 2001. Excluding raincarrying products and accessories, sales to home improvement contractors increased $1.5 million or 16.1% for the quarter ended June 28, 2002, compared to the quarter ended June 29, 2001. Additionally, in 2002 the Company began an initiative to sell painted aluminum coil externally from its Helena, Arkansas paintline. This initiative added $4.0 million in net sales to the second quarter of 2002, compared to the second quarter of 2001. Historically the Helena, Arkansas paintline had only painted aluminum and steel coil for internal use. The Company’s U.S. subsidiaries are included in the U.S. Fabrication Segment (see Note 8 to the Condensed Consolidated Financial Statements).

Second quarter net sales in Europe increased $2.3 million or 4.8%, compared to the second quarter of 2001. This increase includes an increase in net sales in the European Fabrication segment of $2.9 million or 20.0%, partially offset by a decrease in net sales in the European Roll Coating segment of $581.1 thousand or 1.7% (see Note 8 to the Condensed Consolidated

Financial Statements). Sales in the European Fabrication segment increased primarily from strong sales of fabricated doors and windows to European RV manufacturers and bath enclosures and shower doors to customers in the United Kingdom. Additionally, sales from France to the European transportation industry increased 16.9% compared to the same period in the prior year, as demand picked up in the second quarter after being off from prior year in the first quarter. Sales in the European Roll Coating segment declined primarily as a result of lower aluminum selling prices resulting from a 9.7% decline in the quarterly average London Metals Exchange price for aluminum. Lower net sales also resulted from lower exports of painted coil from the U.K. due to the strength of the Pound Sterling. The strengthening of the Euro and British Pound against the U.S. Dollar increased European sales by $2.1 million in the quarter ended June 28, 2002, compared to the quarter ended June 29, 2001.

Cost of goods sold. Cost of goods sold, as a percentage of net sales, decreased to 77.4% for the quarter ended June 28, 2002, from 79.9% for the quarter ended June 29, 2001. This decrease is primarily attributable to higher selling prices combined with lower material costs. The imposition of tariffs on steel products imported by certain foreign producers resulted in an increase in the cost of steel raw materials purchased by the Company. While the Company has been able to increase its selling prices on steel products affected by the tariff, and further expects that it will be able to increase its selling prices to cover additional steel raw material price increases, no assurance to that effect can be given. Therefore, the Company is subject to the risk of margin erosion resulting from the expected increase in the cost of steel raw materials.

Selling and general. Selling and general expenses, as a percentage of net sales, decreased to 9.6% for the quarter ended June 28, 2002, from 9.8% for the quarter ended June 29, 2001. This decrease is primarily attributable to higher net sales and lower bad debt expense, partially offset by an increase in incentive compensation costs as a result of the increase in profitability for the quarter ended June 28, 2002, compared to the quarter ended June 29, 2001.

Depreciation and amortization. Depreciation and amortization, as a percentage of net sales, decreased to 1.8% for the quarter ended June 28, 2002, compared to 2.8% for the quarter ended June 29, 2001. This decrease is attributable to the adoption of SFAS 142 on December 29, 2001. Under SFAS 142 goodwill is no longer amortized. See Note 2 to the Condensed Consolidated Financial Statements for further discussion on the adoption of SFAS 142.

Earnings from operations. As noted above, earnings from operations in the U.S. increased to $14.2 million for the quarter ended June 28, 2002, from $7.8 million for the quarter ended June 29, 2001, and earnings from operations in Europe increased to $5.2 million for the quarter ended June 28, 2002, from $4.0 million for the quarter ended June 29, 2001. As a result of the adoption of SFAS 142 effective December 29, 2001, goodwill is no longer amortized. Goodwill amortization in the quarter ended June 29, 2001 was $968.9 thousand and $229.0 thousand in the U.S. and Europe, respectively. The increase in earnings from operations in the U.S. is largely attributable to higher sales volume, higher selling prices, lower material costs and increased profitability at the Helena, Arkansas paintline. The increase in earnings from operations in Europe is largely attributable to higher sales, a more favorable product mix and lower depreciation expense. The strengthening of the Euro and British Pound against the U.S. Dollar

increased European earnings from operations by $315.5 thousand in the quarter ended June 28, 2002, compared to the quarter ended June 29, 2001.

Interest expense, net. Net interest expense decreased to $5.9 million for the quarter ended June 28, 2002, from $6.5 million for the quarter ended June 29, 2001. The decrease in net interest expense is primarily due to lower interest rates and lower outstanding indebtedness in the quarter ended June 28, 2002.

Other income (expense), net. Other income (expense) increased to $623.8 thousand for the quarter ended June 28, 2002, from $(598.4) thousand for the quarter ended June 29, 2001. The increase in other income is primarily the result of foreign exchange gains on unhedged liabilities in the quarter ended June 28, 2002. The loss in the quarter ended June 29, 2001 was primarily the result of the change in fair value of the Company’s derivative instruments that were not designated as hedges under SFAS 133.

Provision for income taxes. The income tax provision for the period is based on the effective tax rate expected to be applicable for the full year. The effective rate for the provision for income taxes decreased to 39.4% from 48.2% for the quarters ended June 28, 2002 and June 29, 2001, respectively. The decrease in the effective rate is primarily due to the adoption of SFAS No. 142 on December 29, 2001. Under SFAS No. 142 goodwill is no longer amortized, eliminating the permanent difference for non-deductible goodwill. See Note 2 to the Condensed Consolidated Financial Statements for further discussion on the adoption of SFAS No. 142.

Six Months Ended June 28, 2002 as Compared to Six Months Ended June 29, 2001

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

	Six months ended
	June 28, 2002		June 29, 2001
Statements of Earnings Data:
Net sales	100.0	%	100.0	%
Costs and expenses:
Cost of goods sold	78.5		81.1
Selling and general	10.2		10.1
Depreciation and amortization	2.1		3.1
Earnings from operations	9.2		5.7
Interest expense, net	(3.7	)	(4.5	)
Other income (expense), net	0.2		(1.0	)
Earnings before income taxes	5.7		0.2
Provision for income taxes	2.2		0.1
Net earnings	3.5	%	0.1	%

	Net Sales Six months ended						Earnings from Operations Six months ended
*In thousands*	June 28, 2002		June 29, 2001		Increase/ (decrease)		June 28, 2002		June 29, 2001		Increase/ (decrease)
United States	$	206,893	$	187,186	10.5	%	$	18,159	$	6,564	176.6	%
Europe	97,735		101,648		(3.8	)%	9,954		9,999		(0.5	)%
Totals	$	304,628	$	288,834	5.5	%	$	28,113	$	16,563	69.7	%

Net Sales. Net sales increased 5.5% to $304.6 million for the six months ended June 28, 2002, from $288.8 million for the six months ended June 29, 2001. Net sales in the U.S. increased $19.7 million or 10.5%, principally due to higher sales to recreational vehicle manufacturers, rural contractors, distributors and home improvement contractors. Additionally, in 2002 the Company began an initiative to sell painted aluminum coil externally from its Helena, Arkansas paintline. This initiative added $6.0 million in net sales to the first six months of 2002, compared to the first six months of 2001. Historically the Helena, Arkansas paintline had only painted aluminum and steel coil for internal use. Sales of raincarrying products and accessories to home centers, home improvement contractors and distributors increased $6.1 million or 10.3% for the quarter ended June 28, 2002, compared to the quarter ended June 29, 2001. Sales to U.S. recreational vehicle manufacturers increased $4.0 million or 10.8% for the quarter ended June 28, 2002, compared to the quarter ended June 29, 2001. Sales to rural contractors increased $3.8 million or 7.4% for the quarter ended June 28, 2002, compared to the quarter ended June 29, 2001. The Company’s U.S. subsidiaries are included in the U.S. Fabrication Segment (see Note 8 to the Condensed Consolidated Financial Statements).

Net sales in Europe declined $3.9 million or 3.8% in the six months ended June 28, 2002, compared to the six months ended June 29, 2001. This entire decline took place in the first quarter. The decline in European net sales includes a decrease in net sales in the European Roll Coating segment of $6.1 million or 8.7%, partially offset by an increase in net sales in the European Fabrication segment of $2.2 million or 7.0% (see Note 8 to the Condensed Consolidated Financial Statements). Sales in the European Fabrication segment increased primarily from higher sales of fabricated doors and windows to European RV manufacturers and bath enclosures and shower doors to customers in the United Kingdom. Sales in the European Roll Coating segment declined primarily as a result of lower aluminum selling prices resulting from an 11.1% decline in the six-month average London Metals Exchange price for aluminum. Lower net sales also resulted from lower exports of painted coil from the U.K. due to the strength of the Pound Sterling. The strengthening of the Euro and British Pound against the U.S. Dollar increased European sales by $249.2 thousand in the six months ended June 28, 2002, compared to the six months ended June 29, 2001.

Cost of goods sold. Cost of goods sold, as a percentage of net sales, decreased to 78.5% for the six months ended June 28, 2002 from 81.1% for the six months ended June 29, 2001. This decrease is primarily attributable to higher selling prices combined with lower material costs. The imposition of tariffs on steel products imported by certain foreign producers resulted in an increase in the cost of steel raw materials purchased by the Company. While the Company has been able to increase its selling prices on steel products

affected by the tariff, and further expects that it will be able to increase its selling prices to cover additional steel raw material price increases, no assurance to that effect can be given. Therefore, the Company is subject to the risk of margin erosion resulting from the expected increase in the cost of steel raw materials.

Selling and general. Selling and general expenses, as a percentage of net sales, increased to 10.2% for the six months ended June 28, 2002, from 10.1% for the six months ended June 29, 2001. This increase is primarily attributable to an increase in incentive compensation costs as a result of the increase in profitability in the six months ended June 28, 2002, as compared to the six months ended June 29, 2001.

Depreciation and amortization. Depreciation and amortization, as a percentage of net sales, decreased to 2.1% for the quarter ended June 28, 2002, compared to 3.1% for the quarter ended June 29, 2001. This decrease is primarily attributable to the adoption of SFAS 142 on December 29, 2001. Under SFAS 142 goodwill is no longer amortized. See Note 2 to the Condensed Consolidated Financial Statements for further discussion on the adoption of SFAS 142.

Earnings from operations. As noted above, earnings from operations in the U.S. increased to $18.2 million for the six months ended June 28, 2002, from $6.6 million for the six months ended June 29, 2001. Earnings from operations in Europe were flat at $10.0 million for the six months ended June 28, 2002 and June 29, 2001. As a result of the adoption of SFAS 142 effective December 29, 2001, goodwill is no longer amortized. Goodwill amortization in the six months ended June 29, 2001 was $1.9 million and $468.9 thousand in the U.S. and Europe, respectively. The increase in earnings from operations in the U.S. is largely attributable to higher sales volume, higher selling prices, lower material costs and increased profitability at the Helena, Arkansas paintline. In Europe, higher margins and an improved product mix offset the impact on earnings from lower sales. The strengthening of the Euro and British Pound against the U.S. Dollar increased European earnings by $110.9 thousand in the six months ended June 28, 2002, compared to the six months ended June 29, 2001.

Interest expense, net. Net interest expense decreased to $11.2 million for the six months ended June 28, 2002, from $13.1 million for the six months ended June 29, 2001. The decrease in interest expense is primarily due to lower interest rates and lower outstanding indebtedness in the six months ended June 28, 2002.

Other income (expense), net. Other income (expense) increased to $541.7 thousand for the six months ended June 28, 2002, from $(2.8) million for the six months ended June 29, 2001. In the six months ended June 29, 2001, the Company recognized expense of $2.4 million as a result of the change in fair value of the Company’s derivative instruments that were not designated as hedges under SFAS 133. The Company did not recognize any expense for this reason in the six months ended June 28, 2002.

of SFAS No. 142 on December 29, 2001. Under SFAS No. 142 goodwill is no longer amortized, eliminating the permanent difference for non-deductible goodwill. See Note 2 to the Condensed Consolidated Financial Statements for further discussion on the adoption of SFAS No. 142.

Liquidity and Capital Resources

Liquidity. The Company’s primary liquidity needs arise from debt service incurred in connection with acquisitions and the funding of capital expenditures. The Company’s liquidity sources at June 28, 2002 include an undrawn amount of $33.1 million under its revolving credit facility, which was fully available, and $9.4 million in cash. Effective March 15, 2002, the Company and its Lenders amended and restated the Credit Agreement to, among other items, increase the Revolving Credit Facility from $100.0 million to $110.0 million; refinance outstanding Term Loans through borrowings under the Revolving Credit Facility; and extend the expiration date of the Revolving Credit Facility from June 30, 2002 to June 30, 2005.

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

The Company’s primary source of liquidity is funds generated from operations, which are supplemented by borrowings under the Credit Agreement. Net cash provided by operating activities for the six months ended June 28, 2002 and June 29, 2001, were $549.0 thousand and $5.9 million, respectively. The decrease in cash provided by operating activities is primarily related to an increase in inventory levels resulting from steel raw material purchases made in advance of price increases imposed by domestic suppliers. Such price increases are resulting from the imposition of tariffs on steel products imported by certain foreign producers.

Net cash used in investing activities increased to $2.5 million for the six months ended June 28, 2002, from $1.7 million for the six months ended June 29, 2001. This increase is the result of a reduction in proceeds from sale of assets in the six months ended June 28, 2002, compared to the six months ended June 29, 2001.

Net cash provided by (used in) financing activities increased to $3.6 million for the six months ended June 28, 2002, from $(3.2) million for the six months ended June 29, 2001, primarily due to proceeds from the sale of the Pound Sterling swap in February 2002 and increased borrowings under the Credit Agreement as a result of working capital needs.

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

Capital Expenditures. The Company’s capital expenditures were $2.6 million and $3.0 million for the six months ended June 28, 2002 and June 29, 2001, respectively. Capital expenditures in 2002 include approximately $281.9 thousand for improvements to the paintlines in Helena, Arkansas; Corby, England; and Roermond, The Netherlands; and approximately $391.4 thousand for several projects related to business expansion. Capital expenditures in 2001 included approximately $505.2 thousand for improvements to the paintlines in Helena, Arkansas; Corby, England; and Roermond, The Netherlands; and approximately $1.5 million for several projects related to business expansion. The balance of capital expenditures in both periods related to purchases and upgrades of fabricating equipment, transportation and material moving equipment, and information systems.

The Company has made and will continue to make capital expenditures to comply with Environmental Laws. The Company estimates that its environmental capital expenditures for 2002 will approximate $450.0 thousand.

Working Capital Management. Working capital was $90.6 million as of June 28, 2002, compared to $70.0 million as of December 28, 2001. The increase in working capital is largely attributable to seasonal demands of the business that result in substantial increases in trade accounts receivable and inventories, in addition to the advance inventory purchases discussed above, partially offset by increases in trade accounts payable and accrued expenses.

Environmental Matters

The Company’s exposure to environmental matters has not changed significantly from the year ended December 28, 2001. For detailed information regarding environmental matters, see “Management’s Discussion and Analysis — Risk Management” set forth in the Company’s Annual Report on Form 10-K for the year ended December 28, 2001.

Note Regarding Forward-Looking Statements: The Management’s Discussion and Analysis and other sections of this Form 10-Q may contain forward-looking statements that are based on current expectations, estimates and projections about the industries in which the Company operates, and management’s beliefs and assumptions. Such forward-looking statements include terminology such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” or variations of such words and similar expressions regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in this report include, but are not limited to: (1) statements regarding the Company’s expectation that its source of liquidity will provide the liquidity required, if necessary, to supplement lower cash flows from operations; (2) statements regarding the Company’s expectation that it will be able to increase its selling prices to cover additional steel raw material price increases; (3) statements regarding management’s expectation that the outcome of legal proceedings and claims that have arisen in the ordinary course of business would not reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company and its subsidiaries taken as a whole; and (4) statements regarding management’s belief that the Company’s potential share of the estimated aggregate liability for the costs of remedial actions

and related costs and expenses at various hazardous wasted disposal sites in which the Company has been named as a defendant in lawsuits or as a potentially responsible party are not material and that the reasonably probable outcome of these matters will not materially exceed established reserves and will not have a material impact on the future financial position, net earnings or cash flows of the Company. These forward-looking statements are based on a number of assumptions that could ultimately prove inaccurate, and, therefore, there can be no assurance that they will prove to be accurate. All such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Important factors that could cause future financial performance to differ materially and significantly from past results and from those expressed or implied in this document include, without limitation, the risks of acquisition of businesses (including limited knowledge of the businesses acquired and misrepresentations by sellers), changes in business strategy or development plans, the cyclical demand for the Company’s products, the supply and/or price of aluminum and other raw materials, currency exchange rate fluctuations, environmental regulations, availability of financing, competition, reliance on key management personnel, ability to manage growth, loss of customers, and a variety of other factors. For further information on these and other risks, see the “Risk Factors” section of Item 1 of the Company’s Annual Report on Form 10-K for the year ended December 28, 2001, as well as the Company’s other filings with the Securities and Exchange Commission. The Company assumes no obligation to update publicly its forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The following discussion about the Company’s risk-management activities includes forward-looking statements that involve risk and uncertainties. Actual results could differ materially from those projected in the forward-looking statement. See “Note Regarding Forward Looking Statements” for additional information regarding the Private Securities Litigation Reform Act. The Company’s management of market risk from changes in interest rates, exchange rates and commodity prices has not changed from the year ended December 28, 2001, with the exception of the termination of the existing Pound Sterling swap and entering into the New Pound Sterling swap and the interest rate swap in the quarter ended March 29, 2002 (see Note 6 to the Condensed Consolidated Financial Statements of the Company for the quarter ended March 29, 2002, set forth in the Company's Quarterly Report on Form 10-Q). For detailed information regarding the Company’s risk management, see “Management’s Discussion and Analysis — Risk Management” and “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” set forth in the Company’s Annual Report on Form 10-K for the year ended December 28, 2001.

Interest Rate Risk

This analysis presents the hypothetical loss in fair value and increase in interest expense of those financial instruments and derivative instruments held by the Company at June 28, 2002, which are sensitive to changes in interest rates. All other factors remaining unchanged, a hypothetical 10 percent increase in interest rates would decrease the fair value of the Company’s fixed-rate, long-term debt outstanding at June 28, 2002, by approximately $4.8 million, based upon the use of a discounted cash flow model, as compared to a hypothetical decrease in fair value of approximately $5.4 million at December 28, 2001.

A hypothetical 10 percent increase in interest rates for one year on the Company’s variable rate financial instruments and derivative instruments would increase interest expense by approximately

$418.5 thousand as calculated at June 28, 2002, compared to a hypothetical increase in interest expense of approximately $359.2 thousand as calculated at December 28, 2001.

Foreign Currency Exchange Risk

This analysis presents the hypothetical increase in foreign exchange loss and increase in interest expense related to those financial instruments and derivative instruments held by the Company at June 28, 2002, that are sensitive to changes in foreign currency exchange risks. A hypothetical 10 percent decrease in foreign currency exchange rates would increase the Company’s foreign exchange loss by approximately $121.1 thousand for those financial instruments and derivative instruments affected by foreign currency exchange fluctuations, as compared to a hypothetical increase in foreign exchange loss of approximately $940.9 thousand for the year ended December 28, 2001.

All other factors remaining unchanged, a hypothetical 10 percent increase in foreign currency exchange rates for one year would increase interest expense by approximately $896.7 thousand as calculated at June 28, 2002, for those financial instruments and derivative instruments affected by foreign currency exchange fluctuations, as compared to a hypothetical increase in interest expense of approximately $485.1 thousand as calculated at December 28, 2001.

Part II - Other Information

Item 6. Exhibits and Reports on Form 8-K

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

Condensed Consolidated Statements of Operations for the quarters and six months ended June 28, 2002 and June 29, 2001

Condensed Consolidated Balance Sheets at June 28, 2002 and December 28, 2001

Condensed Consolidated Statements of Cash Flows for the six months ended June 28, 2002 and June 29, 2001

Notes to Condensed Consolidated Financial Statements

(b) The Company filed no reports on Form 8-K during the three months ended June 28, 2002.

2.1**		Purchase Agreement dated as of April 28, 1997, among the Company and Genstar Capital Corporation (“GCC”), Ontario Teachers’ Pension Plan Board and the Management Stockholders of Gentek Holdings, Inc. (“Holdings”) as sellers GCC as sellers’ representative; Holdings and Gentek Building Products, Inc. (“GBPI”). (Incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed August 1, 1997).
2.2******		Proposals for the acquisition of the entire issued share capital of Euramax International Limited by Euramax International, Inc. to be effected by means of a Scheme Arrangement under Section 425 of the Companies Act 1985
2.3********		Purchase Agreement dated as of March 10, 2000, by and between Amerimax Home Products, Inc., Gutter World, Inc. and Global Expanded Metals, Inc., and all of the stockholders of Gutter World, Inc. and Global Expanded Metals, Inc.
3.1*		Articles of Association of Euramax International plc
3.2*		Memorandum and Articles of Association of Euramax European Holdings plc
3.3*		Articles of Association of Euramax International B.V.
3.4*		Articles of Incorporation of Amerimax Holdings, Inc.
3.5*		Bylaws of Amerimax Holdings, Inc.
4.3*		Indenture, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and the Chase Manhattan Bank, as Trustee.
4.4*		Deposit Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., and The Chase Manhattan Bank, as book-entry depositary
4.5*		Registration Rights Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co.
4.6*		Purchase Agreement dated as of September 18, 1996, by and among Euramax International Ltd., Euramax European Holdings Ltd., Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co.
4.7*******		Supplemental Indenture, dated as of November 18, 1999, among Euramax International Limited, Euramax European Holdings plc, Euramax European Holdings, B.V., as Issuers, Amerimax Holdings, Inc., as Guarantor, and The Chase Manhattan Bank, as Trustee
4.8*******		Amended and Restated Supplemental Indenture, dated as of December 14, 1999, among Euramax International Limited, Euramax European Holdings plc, Euramax European Holdings, B.V., as Issuers, Amerimax Holdings, Inc., as Guarantor, and The Chase Manhattan Bank, as Trustee
10.1*		Purchase Agreement, dated as of June 24, 1996, by and between Euramax International Ltd. and Alumax Inc.
10.2*		Executive Employment Agreement, dated as of September 25, 1996, by and between J. David Smith and Euramax International plc

10.12*		Domestic Subsidiary Guaranty, dated as of September 25, 1996, by each of Amerimax Home Products, Inc., Amerimax Specialty Products, Inc., Amerimax Building Products, Inc., Amerimax Coated Products and Johnson Door Products, Inc. in favor of the Guarantied Parties referred to therein
10.13*		U.S. Holdings Guaranty, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of the Guaranteed Parties referred to therein
10.15*		U.S. Operating Co. Guaranty, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in favor of the Guarantied Parties referred to therein
10.17*		Euramax Assignment Agreement, dated as of September 25, 1996, by Euramax International plc in favor of Banque Paribas, as Agent
10.20*		Dutch Holdings Guaranty, dated as of September 25, 1996, by Euramax European Holdings B.V. in favor of the Guarantied Parties referred to therein
10.21*		Dutch Company Guaranty, dated as of September 25, 1996, by Euramax Netherlands B.V., in favor of the Guarantied Parties referred to therein
10.22*		Dutch Operating Co. Guaranty, dated as of September 25, 1996, by Euramax Europe B.V., in favor of the Guarantied Parties referred to therein
10.23*		Dutch Subsidiary Guaranty, dated as of September 25, 1996, by Euramax Coated Products B.V., in favor of the Guarantied Parties referred to therein
10.26****		Incentive Compensation Plan effective January 1, 1997, by Euramax International Limited
10.27****		Phantom Stock Plan effective January 1, 1999, by Euramax International Limited
10.33*******		Second Amended and Restated Credit Agreement, dated March 15, 2002, among Euramax International, Inc. and its subsidiaries, BNP Paribas (as Agent and Lender) and the Lenders.
10.34*******		Amended and Restated Pledge and Security Agreement, dated as of March 15, 2002, among Euramax International, Inc. and Each Other Grantor From Time to Time Party Hereto and BNP Paribas as Agent
99.1		Certification of Quarterly Report by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2		Certification of Quarterly Report by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*		Incorporated by reference to the Exhibit with the same number in the Registrant’s Registration Statement on Form S-4 (333-05978) which became effective on February 7, 1997.
**		Incorporated by reference to the Exhibit with the same number in the Registrant’s Annual Report on Form 10-K (333-05978) which was filed on March 12, 1998.
***		Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on April 26, 1999.
****		Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on November 3, 1999.
*****		Incorporated by reference to the Exhibit with the same number in the Registrant’s Annual Report of Form 10-K (333-05978) which was filed on March 23, 2000.
******		Incorporated by reference to Exhibit 2.2 in the Registrant’s Current Report on Form 8-K (333-05978) which was filed on April 24, 2000.
*******		Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on May 10, 2002.

SIGNATURES

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

EURAMAX INTERNATIONAL, INC.

Signature	Title	Date

/s/ J. DAVID SMITH	Chief Executive Officer and President	August 6, 2002
J. David Smith


/s/ R. SCOTT VANSANT	Chief Financial Officer and Secretary	August 6, 2002
R. Scott Vansant