EURAMAX INTERNATIONAL PLC - 10-K Annual Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ý	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	for the fiscal year ended December 27, 2002

o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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 Pkwy Suite 350, Norcross, Georgia		30092
(address of principal executive offices)		(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
None		None

Securities registered pursuant to Section 12(g) of the Act:

None *

(Title of Class)

* Certain notes issued by the Registrant are traded on the Luxembourg Stock Exchange.

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 ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. ý

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

Yes o No ý

As of March 21, 2003, Registrant has outstanding 440,650.84 shares of Class A common stock and 44,346.80 shares of Class B convertible common stock.

Note Regarding Private Securities Litigation Reform Act: Statements contained in this Form 10-K that are not historical facts include forward-looking statements that are subject to the safe harbor rules created by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-K which address activities, events or developments which Euramax International, Inc. and subsidiaries (the “Company” or “Euramax”) expect or anticipate will or may occur in the future, including statements regarding the Company’s competitive position, the risks of acquisition of businesses (including limited knowledge of the businesses acquired and misrepresentations by sellers), changes in business strategy or development plans, cyclical demand for the Company’s products, the supply and/or price of aluminum and other raw materials, currency exchange rate fluctuations, the Company’s ability to pass on price increases, the impact of environmental laws and regulations, the availability of financing, reliance on key management personnel, ability to manage growth, the Company’s expectations regarding the adequacy of current financing arrangements, loss of customers, quantitative and qualitative disclosures about market risk, and other statements regarding future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts are forward looking statements. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties which could cause actual results to differ significantly and materially from past results and from the Company’s expectations, including the risk factors discussed in this Form 10-K, Item 1 “Business,” and Item 7 “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” and other factors, many of which are beyond the control of the Company. Consequently, all of the forward looking statements made in this Form 10-K are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company or its business or operations. The Company assumes no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise.

Part I

Item 1. Business

General

Euramax 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, metal and vinyl raincarrying systems, roofing accessories, soffit and fascia systems, and vinyl replacement windows. The Company’s customers include original equipment manufacturers (“OEMs”) such as RV, commercial panel manufacturers and transportation industry manufacturers; rural contractors; home centers; manufactured housing producers; distributors; industrial and architectural contractors; and home improvement contractors.

Euramax operates downstream of producers of aluminum coil, aluminum extrusions, steel coil and aluminum ingot. These producers supply the Company with aluminum coil, aluminum extrusions and steel coil. The Company sold approximately 180 and 240 million pounds of aluminum and steel, respectively, in 2002. To a lesser extent, the Company also distributes and fabricates products manufactured from vinyl and fiberglass.

Euramax is a national supplier in several of its key U.S. product lines and is one of the only national suppliers with in-house coil coating capabilities to supply aluminum sidewalls to RV manufacturers and steel siding to manufactured housing customers. This gives the Company certain advantages over regional suppliers who do not have in-house manufacturing capabilities or national distribution networks. In addition, extensive in-house manufacturing capabilities coupled with product offerings made from alternate raw materials enable Euramax to react to changing customer preferences.

A significant portion of the Company’s sales are generated in niche markets where the Company has a leading market share, including aluminum RV sidewalls, metal raincarrying products and steel siding. The Company believes that in 2002 it sold at least 61% and 83% of the aluminum sidewalls used by RV manufacturers in the U.S. and Europe, respectively. These estimates are based upon the Company’s sales volume of aluminum sidewalls used by RV manufacturers, as a percentage of management’s estimate of total sales volume for such products. The Company believes that in 2002 it sold at least 85% of all metal Do-It-Yourself raincarrying products sold to U.S. home centers. The Company also believes that it sold at least 35% of the steel siding sold to producers of manufactured housing in the U.S. These estimates are based upon the Company’s sales volume of metal raincarrying products sold to U.S. home centers and steel siding sold to producers of manufactured housing as a percentage of management’s estimate of total sales volume for such products. Net sales for 2002 in the U.S. and Europe were $440.9 million and $198.2 million, respectively.

In 1999, the Company was reorganized to become a U.S. outbound multinational group. Formerly a multinational company incorporated in the U.K. under the name of Euramax International Limited, the new parent holding company, Euramax International, Inc., is incorporated in the U.S. (see “The Transactions”). Euramax International Limited was formed in 1996 by (i) ACP Holding Company (“ACP”), an affiliate of Citicorp Venture Capital, Ltd. (“CVC”) and (ii) CVC European Equity Partners, L.P. (“CVCEEP”) and CVC European Equity Partners (Jersey), L.P., (collectively with CVCEEP, “CVC Europe”, and collectively with CVC, the “Investor Group”) to acquire certain portions of the fabricated products operations of Alumax Inc., pursuant to the Acquisition (defined below). Alumax Inc. was acquired by Aluminum Company of America in 1998, and is hereafter referred to as “Alumax.” In 1998, ACP, a limited Delaware partnership, distributed its holdings in Euramax to the ACP partners (see Item 12 “Security Ownership of Certain Beneficial Owners and Management”).

Business Strategy

The Company’s strategy is to expand its leadership position as a producer of aluminum and steel products and to further diversify product offerings, customers and geographic regions in which it operates. Since the Company’s formation in 1996, management has pursued a strategy of improving the Company’s operations and profitability while positioning the Company for future growth. Under this strategy, the Company is pursuing organic growth through product development, new territories and new customers. In addition, since its formation in September 1996, the Company has completed seven acquisitions which have enabled it to offer complementary products and expand its geographic

coverage. In addition, the Company has sold two businesses that did not serve management’s strategy (see “The Transactions”). The Company expects to continue identifying and acquiring businesses as part of executing its strategy.

The Transactions

Acquisition of Alumax’s fabricated products business in September 1996, and related financing

Pursuant to a purchase agreement (the “Acquisition Agreement”) dated June 24, 1996, between Euramax International Limited and Alumax, on September 25, 1996 (the “Closing Date”), Euramax International Limited purchased, through its wholly-owned subsidiaries, all of the issued and outstanding capital stock of certain of Alumax’s subsidiaries which operated a portion of Alumax’s fabricated products business (the “Acquisition”). The purchase price of approximately $252.4 million, including acquisition expenses of $3.9 million and adjustments to give effect to certain items including cash acquired and working capital, was allocated to the assets and liabilities of the Company based upon their fair market value at the date of the Acquisition under the purchase method of accounting.

In order to finance the purchase price, Euramax International Limited and certain of its wholly-owned subsidiaries (i) incurred approximately $100.0 million of indebtedness under a credit agreement providing for $40.0 million in term loans and a revolving credit facility of up to $85.0 million (the “Credit Agreement”), (ii) issued $135.0 million of subordinated notes (the “Notes”) and (iii) issued to the Investor Group, certain members of management of the Company (the “Management Investors”) and an affiliate of BNP Paribas (the agent under the Credit Agreement), an aggregate of approximately $35.0 million in preference and ordinary shares (the “Equity Contribution”).

The Reorganization

In December 1999, Euramax International Limited completed a reorganization (the “Reorganization”) whereby Euramax International, Inc., a Delaware corporation, was positioned as the top holding company. Prior to the Reorganization, the parent company was Euramax International Limited (formerly Euramax International plc), a company organized under the laws of England and Wales. Euramax International, Inc. and Euramax International Limited are hereafter referred to as the “Company” or “Euramax”.

The Reorganization was accomplished, in part, by means of a “scheme of arrangement” under section 425 of the United Kingdom Companies Act 1985, a U.K. judicial proceeding requiring the consent of the registered holders of the Company’s Notes, the lenders under the Company’s Credit Agreement, and the holders of each class of shares of Euramax. As a result of the Reorganization, the new U.S. holding company of the group, Euramax International, Inc., is the reporting company for the consolidated group. In addition, the new U.S. holding company, two new U.K. intermediate holding companies and Amerimax Fabricated Products, Inc., an intermediate U.S. holding company, were added as guarantors on the Company’s Notes, and certain covenants in the Company’s Notes were amended.

Acquisition of Fabral in July 1997

On July 17, 1997, the Company’s wholly owned subsidiary Amerimax Fabricated Products, Inc. acquired all of the issued and outstanding capital stock of Gentek Holdings, Inc. and its subsidiary Gentek Building

Products, Inc. (collectively “Gentek” or “Fabral”) (the “Fabral Acquisition”) for approximately $75.3 million. The purchase price was financed through additional borrowings under the Credit Agreement which was amended to, among other items, increase borrowings available for the Fabral Acquisition. At the Fabral Acquisition date, Gentek was comprised principally of Fabral, a division of Gentek headquartered in Lancaster, Pennsylvania. Fabral is a manufacturer and distributor of steel and aluminum roofing and wall paneling products specifically for the agricultural, commercial and industrial markets.

Acquisition of JTJ Laminating, Inc. in March 1997

On March 28, 1997, the Company’s wholly owned subsidiary Amerimax Building Products, Inc. purchased all of the issued and outstanding capital stock of JTJ Laminating, Inc. (“JTJ”) for approximately $2.2 million, including transaction expenses of $100.0 thousand, along with the assumption of outstanding indebtedness of $1.3 million. At the closing date, approximately $2.4 million was paid in cash, of which $1.3 million was used to extinguish outstanding indebtedness of JTJ. The remaining purchase price of $1.0 million, representing consideration for certain non-compete agreements, is being paid out in ten equal annual installments ending in 2007. JTJ specializes in the lamination of fiberglass and other product offerings.

Acquisition of Unimet Manufacturing, Inc. in February 1999

On February 5, 1999, the Company’s wholly owned subsidiary Amerimax Home Products, Inc. purchased certain assets related to the building materials business of Unimet Manufacturing, Inc. (“Unimet”) for approximately $3.3 million, including transaction expenses of approximately $135.4 thousand. Approximately $2.8 million was paid in cash. The remaining purchase price of $500.0 thousand, representing consideration for certain non-compete agreements, is being paid in five equal annual installments ending in 2004.

Acquisition of Color Clad plc in April 1999

On April 23, 1999, the Company’s wholly owned subsidiary Euramax Coated Products Limited purchased all of the issued and outstanding capital stock of Color Clad plc (“Color Clad”) for approximately $3.8 million, including transaction expenses of approximately $171.5 thousand. Color Clad is a manufacturer of aluminum exterior walls and roofs sold primarily to U.K. RV manufacturers.

Acquisition of Atlanta Metal Products, Inc. in June 1999

On June 3, 1999, the Company’s wholly owned subsidiary Amerimax Fabricated Products, Inc. purchased all of the issued and outstanding capital stock of Atlanta Metal Products, Inc. (“AMP”) for approximately $15.6 million, excluding cash and including approximately $641.0 thousand of transaction expenses. AMP is a manufacturer of metal raincarrying and roofing products sold primarily to the U.S. distributor market.

Acquisitions of Gutter World, Inc. and Global Expanded Metals, Inc. in April 2000

On April 10, 2000, the Company’s wholly owned subsidiary Amerimax Home Products, Inc. acquired substantially all of the assets and assumed certain liabilities of Gutter World, Inc. and Global Expanded Metals, Inc., companies under common control, (“Gutter World” and “Global”, respectively) (the “Gutter World and Global Acquisition”). The purchase price, including approximately $372.2 thousand in

acquisition-related fees and expenses, was approximately $45.6 million in cash. Gutter World is a manufacturer of raincarrying accessories, such as gutter guards, water diverters and downspout strainers, as well as door guards sold primarily to home centers. Global manufactures expanded metal products.

Market Leadership and Diversity of Business

The Company’s position as a leading international downstream producer of aluminum and steel products has historically enabled it to benefit from diversification across economic and product cycles among different geographic regions and customer groups. This diversification has historically enabled Euramax to maintain margins even though demand for certain products may be affected by seasonality and by changes in general and regional economic conditions such as trends in disposable income.

Leadership in several markets: The Company believes that its leadership position in a variety of niche markets continues to minimize the volatility of operating results. For example, the Company is a leading supplier of aluminum and steel sidewalls and siding to U.S. RV producers. In addition, the Company believes that its 2002 sales of raincarrying systems represent a majority of such products sold to U.S. home centers. Similar leading positions are enjoyed by the Company’s roll formed aluminum sheet and coil products sold to RV manufacturers in the U.S. and Europe.

Manufacturing expertise and diversity of products: The Company’s technological expertise and its ability to fabricate from alternative materials have allowed it to develop new products and applications and to respond to changing product requirements of its customers. Over time, Euramax has increased its ability to offer products manufactured from steel, vinyl and fiberglass, allowing it to meet regional material preferences, to provide substitute products for end-users and to retain customers in the event of demand shifts between raw materials.

Geographic diversity: The Company’s sales span both the continental U.S. and Europe, which represented approximately 69.0% and 31.0% of 2002 net sales, respectively. The Company has manufacturing or distribution facilities strategically located in the U.K., The Netherlands, France and all major regions of the continental U.S. The Company’s geographic diversity of sales limits reliance on any single regional economy in the U.S. or national economy in Europe.

Customer diversity: The Company is diversified by both size and type of customer. Of the Company’s more than 5,000 customers, no single customer accounted for more than 11.8% of net sales in 2002. The top ten customers accounted for approximately 32.0% of 2002 net sales and represented four distinct end-use markets. These characteristics minimize the Company’s reliance on individual customers or end-use markets.

Distribution capability: The Company’s manufacturing and distribution network consists of 35 strategically located facilities, of which 30 are located in the United States, and 5 are located in Europe. Euramax’s network of facilities allows the Company to offer more comprehensive service than its regional competitors and to meet the increasing demands of its customers for short delivery lead times.

Operating Segments

The Company’s reportable segments, aggregated according to manufacturing process, are as follows: European roll coating, U.S. fabrication and European fabrication. Financial information and other

disclosures relating to the Company’s operating segments are provided in Note 14 of the Consolidated Financial Statements. See, also, “Products and Customers.”

Manufacturing Processes

The Company’s manufacturing processes employ a variety of equipment and several types of facilities. Management believes that the Company’s effective deployment of equipment enables it to manufacture standard and custom products efficiently and economically. The Company has the equipment necessary for manufacturing substantially all of its products in-house, which minimizes reliance on third party processors. This provides certain cost benefits while enabling the Company to add new products on a timely basis. These capabilities provide certain marketing and pricing advantages, including the ability to control delivery time and to develop new and customer-specific products in an expeditious manner.

The Company’s manufacturing process generally begins with painting aluminum or steel coil through a process known as roll coating. Once coated, the aluminum or steel is further fabricated through selected processes which include tension leveling, embossing, slitting, rollforming, brake pressing, notching and bending. These processes complete the appropriate steps to fabricate a finished product.

The Company’s coating and fabrication capabilities are described in more detail as follows:

Coating (painting and anodizing): Roll coating is the process of applying a variety of liquid coatings (primarily paint) to bare aluminum or steel coil, providing a baked-on finish that is both protective and decorative. Approximately 146 million pounds of aluminum (73 million pounds in each of the European roll coating segment and the U.S. fabrication segment) and approximately 27 million pounds of steel (11 million pounds in the European roll coating segment and 16 million pounds in the U.S. fabrication segment) were roll coated by the Company at its eight roll coating operations in 2002. The Company has three such coating lines in the U.S. and five in Europe. The three coating lines in the U.S. are primarily utilized for internal processing, while the five coating lines in Europe, located within two facilities, are utilized to supply roll coated products to external customers. The Company believes that its roll coating facility in Roermond, The Netherlands is one of only three facilities in the world capable of coating coil up to 100 inches in width. The Roermond line services a variety of markets in which wide coated aluminum is becoming increasingly important. Wide coils provide customers with the opportunity to produce products more economically by reducing labor costs and requiring fewer joints and seams in their manufacturing processes.

Anodizing is an electrochemical process that alters an aluminum surface through a controlled and accelerated oxidation process, which, if desired, may also color the material. Anodizing provides a high quality architectural finish to aluminum extrusions, which is demanded by certain customers. Anodizing is a key manufacturing process offered by the Company in certain European facilities included in the European fabrication segment, which fabricate bath and shower enclosures and automotive window trims.

Fabrication: After coating, much of the Company’s coil, in both its U.S. and European fabrication segments, is processed through slitting operations which cut coils into more narrow widths. The cut coils may then undergo a variety of downstream production processes which further fabricate the aluminum and steel sheet to form the desired product. Fabrication equipment includes rollformers, punch and brake presses and expanding machinery for a variety of applications. Production machinery also includes equipment to bend, notch and cut aluminum and vinyl extrusions required, together with glass, for the assembly of windows and doors.

Products and Customers

The Company’s products are sold to a diverse group of customers operating in a variety of industries. The Company’s sales and marketing effort is organized on a decentralized basis to provide required services to its broad customer base in multiple geographic areas (see Note 14 to the Consolidated Financial Statements). Customers include:

• OEMs, including RV, Commercial Panel, and Transportation Industry Manufacturers

• Rural Contractors

• Home Centers

• Manufactured Housing Producers

• Distributors

• Home Improvement Contractors

• Industrial and Architectural Contractors

The table below lists the Company’s key products, materials used, customers and end-users, sales regions and segments:

Products	Primary Materials	Customers and End-Users	Primary Sales Regions	Segments

Specialty Coated Coils (painted aluminum and steel coils)	Aluminum, Steel	OEMs, RV Manufacturers, Transportation Industry Manufacturers, Various Building Panel Manufacturers	Europe	European Roll Coating

Roofing & Siding (including vehicle sidewalls and building panels)	Aluminum, Steel, Vinyl, Fiberglass	OEMs, RV Manufacturers, Manufactured Housing, Rural Contractors, Distributors, Industrial and Architectural Contractors, Home Improvement Contractors	U.S., Europe	U.S. and European Fabrication

Raincarrying Systems (gutters, downspouts)	Aluminum, Steel, Vinyl	Home Centers, Manufactured Housing, Rural Contractors, Home Improvement Contractors, Distributors	U.S.	U.S. Fabrication

Soffit (roof overhangs), Fascia (trims), Flashing (roofing valley material)	Aluminum, Steel	Home Centers, Manufactured Housing, Rural Contractors, Industrial and Architectural Contractors, Home Improvement Contractors	U.S.	U.S. Fabrication

Doors	Aluminum, Fiberglass	OEMs, RV Manufacturers, Distributors, Home Improvement Contractors	U.S., Europe	U.S. and European Fabrication

Windows	Aluminum, Vinyl	OEMs, RV Manufacturers, Home Improvement Contractors, Transportation Industry Manufacturers	U.S., Europe	U.S. and European Fabrication

The following table sets forth the percentage of the Company’s net sales attributable to its customers/markets:

	Years Ended
	December 27, 2002		December 28, 2001		December 29, 2000

OEMs	41.4	%	40.7	%	44.3	%
Rural Contractors	20.5	%	20.3	%	19.2	%
Home Centers	20.3	%	22.0	%	18.7	%
Manufactured Housing Producers	3.0	%	4.1	%	5.8	%
Distributors	4.0	%	2.4	%	2.5	%
Home Improvement Contractors	8.1	%	7.5	%	6.2	%
Industrial and Architectural Contractors	2.7	%	3.0	%	3.3	%
	100.0	%	100.0	%	100.0	%

Original Equipment Manufacturers (“OEMs”)

The Company supplies OEMs such as RV, commercial panel manufacturers and transportation industry manufacturers. The Company’s principal OEM customers are described below:

Recreational Vehicle Manufacturers: The Company is a leading supplier of various aluminum products to RV manufacturers in the U.S. and Europe. These products primarily consist of painted aluminum sheet and fabricated painted aluminum panels. The Company uses its decorative graphic coating lines to produce aluminum panels with decorative detailing in a variety of colors. The Company also supplies RV doors, windows and finished aluminum exterior walls and roofing panels. In addition, the Company supplies laminated aluminum and fiberglass panels to RV manufacturers.

The Company believes its decorative coating capabilities in the U.S. and in Europe provide a distinct technological advantage. These capabilities enable the Company to paint a stripe or other decorative pattern directly onto the aluminum sheet according to customer specifications. The alternative to a painted stripe is decorative tape, which must be applied to the aluminum sheet. The tape cannot be applied with the tight tolerances achieved by the Company’s painting process, and does not offer the same graphics variety.

Commercial Panel Manufacturers: The Company sells painted aluminum coil to customers who produce commercial building panels. These panels become part of a total package of commercial building wall panels and facades. The Company also produces a composite “sandwich” building panel comprised of two aluminum skins with a polystyrene core, which insulates and abates noise. The panels are used in both residential (e.g., room additions and patio enclosures) and commercial applications (e.g., service stations and school buildings) as well as in the construction of “cold rooms” used for the storage of perishable goods.

Transportation Industry Manufacturers: In addition to supplying RV manufacturers and commercial panel manufacturers, the Company also supplies manufacturers in the transportation industry in Europe with windows, sunroofs, frames and other interior components with decorative detailing.

Other Manufacturers: The Company also uses its decorative and coil coating capabilities for products supplied to overhead door manufacturers and producers of refrigerated transport containers. Door

manufacturers produce the overhead doors, adding the necessary hardware and accessory items to complete the product.

Rural Contractors

The Company supplies aluminum and steel roofing and siding products to rural contractors for use in agricultural and rural buildings such as sheds and animal confinement buildings. The Company sells its products to traditional rural contractors, including building supply dealers, building and agricultural cooperatives, and animal confinement integrators. Building suppliers and agricultural cooperatives typically purchase smaller quantities of product at multiple locations whereas contractors and integrators generally purchase large volumes for delivery to one site.

Home Centers

The Company’s home center customers supply the well-established Do-It-Yourself (“DIY”) market in the U.S., Canada, and the U.K. In the U.S., the Company sells building and construction products, such as residential rain-carrying systems, roof flashing products, soffits, fascias, and steel roofing and siding. In the U.K., the Company sells doors, screen door guards, bath enclosures, and shower, patio, and residential doors. These products, which are designed for ease of installation by DIY consumers, are produced with aluminum, galvanized or painted steel, and vinyl, depending on regional preferences. Home centers include small hardware stores, large cooperative buying groups, lumberyards and major home center retailers. The Company believes that it is the leading supplier of DIY metal raincarrying systems in the U.S. Competitors are generally regional and, thus, do not have the advantages of a nationwide service and distribution network such as the Company’s. The Company expects to continue to exploit these strengths to introduce additional DIY products that could be sold through this distribution channel.

Manufactured Housing Producers

The Company sells rollformed steel siding and trim parts to producers of manufactured housing in the U.S. These products are used for exterior walls and roofs. While the Company enjoys a leading position in this market, recent trends show the annual amounts of steel siding sold to the manufactured housing industry to be declining. This is primarily due to the availability of low-cost vinyl siding, which has aesthetic advantages over steel. To a lesser degree, the Company also distributes vinyl siding to certain customers in the manufactured housing industry. In addition to steel siding, the Company also fabricates and supplies a variety of steel and aluminum trim components for manufactured home exteriors.

Distributors

The Company sells to distributors and stockists (the European equivalent of distributors), which perform as service centers for the next tier of customers in both the U.S. and Europe. A distributor will typically purchase coil which is later broken down or fabricated prior to resale. Residential building products sold through distributors include a wide range of metal roof flashing materials, painted aluminum trim coil, raincarrying systems, fascia/soffit systems and drip edges.

Home Improvement Contractors

The Company sells a variety of products to home improvement contractors, the most significant of which

are vinyl replacement windows. Other products sold to home improvement contractors include awnings, lattice systems, metal roofing, shower doors, patio and entrance doors, and insulated roofing panels. In the U.S., the Company offers a full complement of vinyl replacement windows. In the U.K., the Company produces patio, entrance, and shower doors, marketed primarily to home improvement contractors. The Company is also one of the largest suppliers of lattice and painted aluminum awnings to residential contractors in the western U.S. In addition, the Company manufactures painted aluminum and steel panels for residential roofing, which are distributed primarily in the Pacific Northwest.

Industrial and Architectural Contractors

The Company sells various products to the architectural and industrial contractor markets including standing seam panels, siding, soffits and fascias. These products are primarily produced from galvanized steel or aluminum.

Raw Materials

The Company’s products are principally manufactured from aluminum coils and extrusions and steel coils. During 2002, approximately 180 million pounds of aluminum products and approximately 240 million pounds of steel were sold. The proportion sold in 2002 by value is $363.3 million of aluminum and $160.3 million of steel. Steel weighs approximately three times as much as the same volume of aluminum. In addition, during 2002, the Company sold $115.5 million of products manufactured from materials other than aluminum and steel.

All of the Company’s raw material inputs are sourced from external suppliers. The Company purchases its steel and aluminum sheet requirements from several foreign and domestic aluminum and steel mills. Management believes there is sufficient supply in the market place to competitively source all of its requirements without reliance on any particular supplier. The Company’s large volume of aluminum and steel purchases afford it competitive market pricing.

Approximately 57% of the Company’s net sales are derived from sales of aluminum products. Compared to the cost of other raw materials used by the Company, the cost of aluminum is subject to a high degree of volatility caused by, among other items, the relationship of world aluminum supply to world aluminum demand. However, as a fabricator, Euramax is less exposed to fluctuations in aluminum prices. Historically, prices at which the Company sells aluminum products tend to fluctuate with corresponding changes in the prices paid to suppliers for aluminum raw materials. Supplier price increases, of normal amount and frequency can generally be passed to customers within two to four months. Conversely, as aluminum prices decline, corresponding price reductions are typically passed on to customers within the same time frame. Accordingly, the Company’s net sales and margins attributable to aluminum products may fluctuate with little or no change in the volume of aluminum shipments.

The Company continually scrutinizes aluminum costs and adjusts its purchasing, inventory and sales programs accordingly. From time to time, the Company enters into contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. Additionally, the Company has the option to commit to purchase a specific quantity of aluminum over a specified time period at a fixed price. The Company would then be exposed for the difference between the fixed price and the market price of aluminum. Historically, the Company has not engaged in extensive hedging activities intended to manage long-term risks relating to movements in market prices of steel and aluminum raw materials. However, from time to time, the Company may establish a maximum purchase

price for varying quantities of future aluminum purchase requirements through the purchase of call options. At times, high aluminum prices have led customers to use alternative products, including steel, vinyl and fiberglass. The Company believes that its ability to supply certain products manufactured from these alternatives provides it with a competitive advantage over competitors who do not offer these choices.

Competition

Competition in the U.S. RV and manufactured housing markets comes primarily from one subsidiary of a large publicly held U.S. building products company. Other competition in these markets, and other U.S. markets, comes largely from privately and publicly held companies that are generally smaller than the Company. In Europe, competitors of the Company include three to four integrated companies in the specialty coil-coating business. Other smaller companies compete with the Company in the building and construction, RV and transportation markets in Europe, both on a regional basis and some on a pan-European basis.

Environmental, Health and Safety Matters

The Company’s manufacturing facilities are subject to a range of federal, state, local and European environmental and occupational health and safety laws, including those which relate to air emissions, wastewater discharges, the handling and disposal of solid and hazardous waste, and the remediation of contamination associated with the current and past use of hazardous substances or materials (collectively, “Environmental Laws”). If a release of hazardous substances or materials occurs on or from the Company’s properties or any offsite disposal location used by the Company, or if contamination from prior activities is discovered at any of the Company’s properties, the Company may be held liable for the costs of remediation (including any response costs), natural resource damages and associated transaction costs. While the amount of such liability could be material, the Company devotes resources to ensuring that its current operations are conducted in a manner intended to reduce such risks.

Based upon environmental reviews conducted (i) internally on a quarterly basis, (ii) by outside consultants on a periodic basis, and (iii) by outside consultants in connection with the Acquisition, and assuming compliance by Alumax with its indemnification obligations under the Acquisition Agreement, the Company believes that it is currently in compliance with, and not subject to liability under, Environmental Laws except where such noncompliance or liability 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. Pursuant to the terms of the Acquisition Agreement, Alumax agreed to correct and to bear substantially all costs with respect to certain identified conditions of potential noncompliance and liability under Environmental Laws, none of which costs is currently believed to be material. Alumax’s indemnification obligations under the Acquisition Agreement are not subject to an aggregate dollar limitation and survive indefinitely with respect to specifically identified environmental matters. See Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operation - Environmental Matters.”

Employees

As of December 27, 2002, the Company employed 2,312 people of which 961 were employed in Europe and 1,351 were employed in the U.S. Of these employees, 30% were salaried and 70% were hourly employees. Manufacturing employees at three of the Company’s U.S. manufacturing facilities are

covered by collective bargaining agreements. The Company and its subsidiaries are not a party to any material pending labor proceedings and believe that employee relations are satisfactory.

Risk Factors

The Company has substantial leverage.

The Company incurred significant debt in connection with the Acquisition, the Fabral Acquisition and the Gutter World and Global Acquisition. As of December 27, 2002, the Company had outstanding indebtedness of $197.0 million, and $86.2 million of equity. For the year ended December 27, 2002, the Company’s ratio of earnings to fixed charges was 2.20 to 1. The Company’s leveraged financial position poses substantial risks to holders of the Notes, including the risks that: (i) a substantial portion of the Company’s cash flow from operations is dedicated to the payment of interest on the Notes and the payment of principal and interest under the Credit Agreement (see Note 6 to the Consolidated Financial Statements for discussion of the amendment and restatement of the Credit Agreement that occurred on March 15, 2002) and other indebtedness; (ii) the Company’s leveraged position may impede its ability to obtain financing in the future for working capital, capital expenditures and general corporate purposes, including acquisitions; and (iii) the Company’s highly leveraged financial position may make it more vulnerable to economic downturns and may limit its ability to withstand competitive pressures. The Company believes that, based on its current level of operations, it will have sufficient capital to carry on its business and will be able to meet its scheduled debt service requirements. However, there can be no assurance that the future cash flow of the Company will be sufficient to meet the Company’s obligations and commitments. In addition, the Credit Agreement contemplates that all borrowings thereunder will become due prior to June 2005. If the Company is unable to generate sufficient cash flow from operations in the future to service its indebtedness and to meet its other commitments, the Company will be required to adopt one or more alternatives, such as refinancing or restructuring its indebtedness, selling material assets or operations or seeking to raise additional debt or equity capital. There can be no assurance that any of these actions could be effected on a timely basis or on satisfactory terms or that these actions would enable the Company to continue to satisfy its capital requirements. In addition, the terms of existing or future debt agreements, including the Credit Agreement and the Notes, may prohibit the Company from adopting any of these alternatives. See Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Demand for many of the Company’s products is cyclical.

Demand for most of the Company’s products is cyclical in nature and subject to changes in general economic conditions that affect market demand. Sales to the building and construction markets are driven by trends in commercial and residential construction, housing starts, residential repair and remodelings. Transportation market sales are also cyclical in nature and typically follow the trends in the automotive, truck and recreational vehicle manufacturing industries. Historically, lower demand has led to lower margins, lower production levels, or both.

The Company depends upon aluminum.

The Company’s primary raw material is aluminum coil. Because changes in aluminum prices are generally passed through to the Company’s customers, increases or decreases in aluminum 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 price changes to its customers in the future, the Company could be materially adversely affected. Any major dislocation in the supply and/or price of aluminum could have a material adverse effect on the Company’s business and financial condition. The Company is, therefore, subject to the short-term commodity risk of carrying aluminum in its inventory. See Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The Company depends upon steel.

The Company sold approximately $160.3 million of steel products in 2002. The Company purchases a majority of its steel raw materials from domestic steel producers. 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 in the event of additional steel raw material price increases, no assurance to that effect can be given. Additionally, the imposition of these tariffs may limit the availability of steel raw materials as foreign producers import less steel. While the Company expects that there will be an adequate supply to meet its demand for steel raw materials, no assurance to that effect can be given. Therefore, the Company is subject to the risk of lost revenue in the event that it cannot obtain quantities of steel necessary to meet customer demand.

The Notes are subordinated to Senior Debt.

The Notes and related guarantees given by Amerimax Holdings, Inc. and Amerimax Fabricated Products, Inc., U.S. holding company subsidiaries, Euramax International, Inc., as well as Euramax International Holdings Limited and Euramax Continental Limited, U.K. holding company subsidiaries, are contractually subordinated to all Senior Debt (as defined in the Indenture to the Notes) including all obligations under the Credit Agreement. In the event of a circumstance in which the contractual subordination provisions apply, holders of the Notes will not be entitled to receive, and will have an obligation to pay over to holders of Senior Debt, any payments they may receive in respect of such notes, including any payments received in respect of any Claims (as defined in the related Indenture). At December 27, 2002, the aggregate amount of consolidated indebtedness and other liabilities that the Notes are effectively subordinated to is approximately $195.2 million, of which approximately $62.0 million is outstanding under the Credit Agreement. The indebtedness under the Credit Agreement will become due prior to the time the principal obligations under the Notes become due. The issuers of the Notes, which are Euramax International Limited, Euramax European Holdings Limited and Euramax European Holdings B.V. (collectively, the “Issuers”) and the guarantors, Amerimax Holdings, Inc., Amerimax Fabricated Products, Inc., Euramax International, Inc., Euramax International Holdings Limited and Euramax Continental Limited (the “Guarantors”), are holding companies and do not have any independent operations. Accordingly, the Notes and the Guarantees are structurally subordinated to all existing and future indebtedness of the subsidiaries of the Issuers and the Guarantors, through which the Company’s operations are conducted, including obligations under the Credit Agreement. Subject to certain limitations, the Indenture permits the Issuers and their subsidiaries to incur additional indebtedness. See “The Transactions.” The holders of any indebtedness of the Issuers’ subsidiaries are entitled to payment of their indebtedness from the assets of such subsidiaries prior to the holders of any general unsecured obligations of the Issuers, including the Notes. In addition, substantially all of the assets of the Company and its subsidiaries are or may in the future be pledged to secure other indebtedness of the Company.

There are substantial restrictions imposed on the Company by the Credit Agreement and the Indenture.

The Credit Agreement requires the Company to maintain specified financial ratios and meet certain financial tests, among other obligations, including a minimum interest coverage ratio, a minimum fixed charge coverage ratio, a maximum leverage ratio and maximum amounts of capital expenditures. In addition, the Credit Agreement restricts, among other things, the Issuers’ ability to incur additional indebtedness and make acquisitions. A failure to comply with the restrictions contained in the Credit Agreement could lead to an event of default thereunder which could result in an acceleration of such indebtedness. Such an acceleration would constitute an event of default under the Indenture relating to the Notes. In addition, the Indenture restricts, among other things, the Company’s ability to incur additional indebtedness, sell assets, make certain payments and dividends or merge or consolidate. A failure to comply with the restrictions in the Indenture could result in an event of default under the Indenture.

The Company’s acquisition strategy may not be successful.

The Company has engaged in and continues to engage in evaluations of and discussions with potential acquisition candidates. Resulting transaction(s) may be financed by incurring additional indebtedness which could be material. See “Substantial Leverage.” Any such transaction(s) would be subject to negotiations of definitive agreements, satisfactory financing arrangements (including compliance with the limitations on issuance of indebtedness in the Indenture and in the Credit Agreement) and applicable governmental approvals and consents. There can be no assurance that any additional acquisitions will be completed or that such acquired entities or assets will be successfully integrated into the Company’s operations, or will be able to operate profitably.

The Company is subject to risk of currency exchange rate fluctuations and risks associated with international operations.

In 2002, approximately 31% of the Company’s net sales were made outside the U.S. The U.S. dollar value of the Company’s non-U.S. sales varies with currency exchange rate fluctuations. Changes in currency exchange rates could have an adverse effect on the Company’s results of operations and its ability to meet interest and principal obligations on the Notes. International manufacturing and sales are subject to risks including labor unrest, potentially high costs of terminating labor contracts, restrictions on transfers of funds, export duties and quotas, domestic and international customs and tariffs, unexpected changes in regulatory environments, difficulty in obtaining distribution and support, potentially adverse tax consequences and changes in effective tax rates. There can be no assurance that any of the foregoing factors will not have a material adverse effect on the Company’s ability to increase or maintain its international sales or on the Company’s results of operations.

The Company is subject to strict environmental regulations.

The Company’s U.S. and European facilities are subject to the requirements of federal, state, local and European environmental and occupational health and safety laws and regulations. There can be no assurance that Euramax is at all times in compliance with all such requirements. Euramax has made and will continue to make capital expenditures to comply with environmental requirements. As is the case with manufacturers in general, if a release of hazardous substances occurs on or from Euramax’s properties or any offsite disposal location used by Euramax, or if contamination from prior activities is discovered at any of Euramax’s properties, Euramax may be held liable for cleanup costs, natural resource damages

and associated transaction costs. The amount of such liability could be material. Euramax has been named a party potentially responsible for the costs of investigating and remediating nine waste disposal sites, pursuant to the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1990. See “Business – Environmental, Health and Safety Matters” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Environmental Matters.”

The Company depends significantly on key personnel.

The Company is dependent on the continued services of its senior management team. Although the Company believes it could replace key employees in an orderly fashion should the need arise, the loss of such key personnel could have a material adverse effect on the Company. The Company does not maintain key-person insurance for any of its officers, employees or directors. See Item 10 “Directors, Executive Officers and Key Management.”

The Company competes in highly competitive markets.

The markets in which the Company competes are highly competitive. In the United States, competition comes from both large and small publicly held and privately held companies. In Europe, competitors of the Company include three to four integrated companies in the specialty coil coating business. Other smaller companies compete with the Company in the building and construction, RV and transportation markets in Europe, both on a regional basis and some on a pan-European basis. There can be no assurance that the Company will be able to compete effectively in each of its markets in the future.

The Company is controlled by three shareholders.

Three shareholders, each owning greater than 5% of the Company’s common stock, own approximately 80% of the Company’s total common stock and collectively control the affairs and policies of the Company. Circumstances may occur in which the interests of these shareholders could be in conflict with the interests of the holders of the Notes. In addition, these shareholders may have an interest in pursuing acquisitions, divestitures or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to the holders of the Notes. See Item 12 “Security Ownership of Certain Beneficial Owners and Management.”

The Issuers may not be able to repurchase the Notes upon a change of control.

In the event of a change of control, the Issuers will be required to make an offer for cash to repurchase the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the repurchase date. A change of control will result in an event of default under the Credit Agreement and may result in a default under other indebtedness of the Company that may be incurred in the future. The Credit Agreement prohibits the purchase of outstanding Notes prior to repayment of the borrowings under the Credit Agreement, and any exercise by the holders of the Notes of their right to require the Issuers to repurchase the Notes will cause an event of default under the Credit Agreement. Finally, there can be no assurance that the Company will have the financial resources necessary to repurchase the Notes upon a change of control.

Item 2. Properties

The Company’s principal executive office and headquarters are located in Norcross, Georgia. The principal facilities of the Company as of December 27, 2002, are listed below by operating segment:

Facility	Function		Square Feet
U.S. Fabrication
Anaheim, CA	Manufacturing	(Leased)	15,000
Atlanta, GA	Office and Manufacturing	(Leased)	132,250
Bedford Park, IL	Manufacturing	(Leased)	70,000
Bloomsburg, PA	Manufacturing	(Leased)	96,000
Bristol, IN	Manufacturing	(Owned)	110,115
Cedar City, UT	Manufacturing	(Leased)	38,000
Dallas, TX	Office	(Leased)	12,400
Denver, CO	Warehouse	(Leased)	5,000
Elkhart, IN	Manufacturing	(Leased)	65,000
Elkhart, IN	Manufacturing	(Leased)	96,000
Grand Prairie, TX	Manufacturing	(Leased)	45,281
Gridley, IL	Manufacturing	(Owned)	93,200
Idabel, OK	Manufacturing	(Owned)	37,440
Jackson, GA	Manufacturing	(Owned)	69,450
Kennesaw, GA	Manufacturing	(Owned)	10,000
Lancaster, PA	Office and Manufacturing	(Owned)	220,000
Lancaster, PA	Office and Manufacturing	(Owned)	126,083
Lawrenceville, GA	Manufacturing	(Leased)	55,000
Loveland, CO	Manufacturing	(Leased)	51,362
Mableton, GA	Manufacturing	(Owned)	88,000
Mansfield, TX	Manufacturing	(Owned)	55,280
Marshfield, WI	Manufacturing	(Owned)	28,200
Norcross, GA	Executive Offices	(Leased)	3,627
Rathdrum, ID	Manufacturing	(Leased)	26,190
Romoland, CA	Manufacturing	(Owned)	65,500
Sacramento, CA	Manufacturing	(Leased)	40,800
Sacramento, CA	Manufacturing	(Leased)	40,000
Stayton, OR	Manufacturing	(Leased)	35,733
Tifton, GA	Manufacturing	(Leased)	55,600
Tifton, GA	Manufacturing	(Leased)	26,934
West Sacramento, CA	Manufacturing	(Leased)	70,000
West Helena, AR	Manufacturing	(Owned)	230,000
European Roll Coating
Corby, England	Office and Manufacturing	(Owned)	171,000
Roermond, The Netherlands	Office and Manufacturing	(Owned)	208,216
European Fabrication
Pudsey, England	Office and Manufacturing	(Owned & Leased)	211,200
Andrezieux-Boutheon, France	Office and Manufacturing	(Owned)	69,968
Montreuil-Bellay, France	Office and Manufacturing	(Owned)	233,663

Management believes that the Company’s facilities, taken as a whole, have adequate productive capacity and sufficient manufacturing equipment to conduct business at levels meeting current demand.

Item 3. Legal Proceedings

The Company and its subsidiaries are not currently parties to any pending legal proceedings other than such proceedings incident to its business. Management believes that such proceedings would not, individually or in the aggregate, 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. See further information provided in Item 1 “Business” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Item 4. Submission of Matters to a Vote of Security Holders

There were no items submitted for vote of Security Holders in the quarter ended December 27, 2002.

Part II

Item 5. Market for Registrant’s Common Equity and Related Stockholders Matters

The Company issued Notes that were registered under the Securities Act of 1933 in March 1997.

There is no established public trading market for any class of common equity of the Company. As of December 27, 2002, there were 34 holders of record of the Company’s 488,691.64 outstanding shares of common stock.

The Credit Agreement contains certain restrictions on the payment of cash dividends.

During 2002, the Company sold no securities.

Item 6. Selected Financial Data

Set forth below are selected financial data of the Company as of the dates and for the periods presented. The selected financial data for each of the five years ended December 27, 2002, December 28, 2001, December 29, 2000, December 31, 1999, and December 25, 1998 were derived from the audited Consolidated Financial Statements of the Company. The information contained in this table should be read in conjunction with Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and accompanying notes thereto included herein.

Thousands of U.S. Dollars	Year ended December 27, 2002			Year ended December 28, 2001			Year ended December 29, 2000			Year ended December 31, 1999			Year ended December 25, 1998
Statement of Earnings Data:
Net sales	$	639,149		$	593,117		$	599,479		$	596,759		$	616,219

Costs and expenses:
Cost of goods sold	508,254			477,870			494,330			479,730			507,752
Selling and general	63,593			59,230			54,475			57,986			49,881
Depreciation and amortization	13,968			17,555			16,569			13,728			12,326
	585,815			554,655			565,374			551,444			569,959
Earnings from operations	53,334			38,462			34,105			45,315			46,260

Interest expense	(23,034		)	(25,727		)	(26,376		)	(22,369		)	(24,204		)
Interest income	286			469			506			563			557
Other income (expense)	703			(2,953		)	763			(933		)	524
Earnings before income taxes	31,289			10,251			8,998			22,576			23,137
Provision for income taxes	11,432			5,521			5,671			11,017			10,253
Net earnings	19,857			4,730			3,327			11,559			12,884
Dividends on redeemable preference shares	—			—			—			6,381			5,957
Net earnings available for shareholders	$	19,857		$	4,730		$	3,327		$	5,178		$	6,927

Other Data:
Capital expenditures	$	8,263		$	8,321		$	9,706		$	13,358		$	12,352
Ratio of earnings to fixed charges(1)	2.20		x	1.46		x	1.27		x	1.94		x	1.84		x
Balance Sheet Data (end of period):
Working capital	$	90,480		$	70,049		$	79,314		$	90,570		$	88,558
Total assets	416,440			384,251			413,059			399,659			388,649
Total long-term debt, including current maturities	196,972			207,724			235,528			221,279			217,678
Redeemable preference shares	—			—			—			—		(2)	46,339
Total shareholders’ equity	86,219			61,494			63,781			65,068		(2)	9,665

(1) Earnings used in computing the ratio of earnings to fixed charges consist of earnings before income taxes plus fixed charges. Fixed charges consist of interest expense of $23.0 million, including amortization of debt issuance costs and the estimated interest component of rent expense of $2.2 million.

(2) In December 1999, in connection with the Reorganization, the 1,000,000 ordinary shares and 34,000,000 redeemable preference shares, including accrued cumulative dividends, of Euramax International Limited were cancelled. Concurrent with that cancellation, the Company issued 500,019.92 shares of common stock to the former Euramax International Limited shareholders.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Item 6 “Selected Financial Data” and the Consolidated Financial Statements of the Company and the accompanying notes thereto included elsewhere herein. Also, see the note preceding Part I of Item 1 “Business” for additional information regarding the Private Securities Litigation Reform Act.

Overview

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 year ended December 27, 2002, compared to the year ended December 28, 2001, reflect strong demand in the U.S. from recreational vehicle manufacturers and rural contractors, in addition to higher sales volume of raincarrying products through the distributor channel and vinyl windows to home improvement contractors. Results also reflect higher operating margins in the U.S., primarily due to higher sales volume and lower material costs, partially offset by lower selling prices. European results reflect strong demand from U.K. caravan manufacturers for fabricated doors and windows, higher volume of fabricated products to the European transportation industry resulting from new product development and strong demand from customers in the U.K. for bath enclosures and shower doors. Additionally, the strengthening of the Euro and British Pound against the U.S. Dollar had a positive impact on net sales and operating earnings. These conditions contributed to increase operating earnings for the year ended December 27, 2002 to $53.3 million, from $38.5 million for the year ended December 28, 2001. As a result of the increase in profitability in 2002, the Company recorded expenses totaling $2.2 million relating to the Company’s long-term incentive plan which rewards participants for an increase in the theoretical equity value (as defined in the 1999 Phantom Stock Plan) of the Company between January 1, 1998 and December 31, 2003. The Company had not recognized any expense related to the long-term incentive plan prior to 2002. See Note 11 to the Consolidated Financial Statements for a description of the long-term incentive plan.

Strategy

A discussion of the Company’s business strategy is located in Item 1 “Business – Business Strategy.”

While the Company’s strategy includes identifying and acquiring businesses and assets that would enable it to offer complementary products and/or expand geographic coverage, there can be no assurance that additional acquisitions will be completed or that, if completed, such acquisitions would improve the overall profitability of the Company (see “Business - Risk Factors - - Acquisition Strategy”). Additionally, there can be no assurance that the Company will experience similar general economic conditions that contributed to operating results for the year ended December 27, 2002.

Risk Management

The Company is exposed to market risk from changes in interest rates, exchange rates (primarily the Euro and British Pound) and commodity prices. From time to time, the Company enters into contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. Historically, the Company has not engaged in extensive hedging activities intended to manage long-term risks relating to movements in market prices of steel and aluminum raw materials. However, from time to time, the Company may establish a maximum purchase price for varying quantities of future aluminum purchase requirements through the purchase of call options. Additionally, as part of a risk-management strategy to reduce the impact of exchange rate fluctuations and/or interest rate fluctuations, the Company has historically entered into currency agreements and interest rate agreements with major banking institutions. (See Item 7A “Quantitative and Qualitative Disclosures About Market Risk”).

Approximately 57% of the Company’s 2002 net sales were derived from sales of aluminum products. Compared to the cost of other raw materials used by the Company, the cost of aluminum is subject to a high degree of volatility caused by, among other items, the relationship of world aluminum supply to world aluminum demand. However, as a fabricator, Euramax is less exposed to fluctuations in aluminum prices. Historically, prices at which the Company sells aluminum products tend to fluctuate with corresponding changes in the prices paid to suppliers for aluminum raw materials. Supplier price increases, of normal amount and frequency, can generally be passed to customers within two to four months. Conversely, as aluminum prices decline, corresponding price reductions are typically passed on to customers within the same time frame. Accordingly, the Company’s net sales and margins on aluminum products may fluctuate with little or no change in the volume of aluminum shipments.

The Company continually scrutinizes aluminum costs and adjusts its purchasing, inventory and sales programs accordingly. As noted above, from time to time, the Company enters into contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. At times, high aluminum prices have led customers to use alternative products, including steel, vinyl and fiberglass. The Company believes that its ability to supply certain products manufactured from these alternatives provides it with a competitive advantage over competitors who do not offer these choices.

Results of Operations

See Note 1 to the Consolidated Financial Statements for a description of the basis of presentation of financial information.

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

	December 27, 2002		December 28, 2001		December 29, 2000
Statement of Earnings Data:	100.0	%	100.0	%	100.0	%
Net sales
Costs and expenses:
Cost of goods sold	79.5	%	80.6	%	82.4	%
Selling and general	9.9	%	10.0	%	9.1	%
Depreciation and amortization	2.2	%	2.9	%	2.8	%
Earnings from operations	8.4	%	6.5	%	5.7	%
Interest expense, net	3.6	%	4.3	%	4.3	%
Other (income) expense, net	-0.1	%	0.5	%	-0.1	%
Earnings before income taxes	4.9	%	1.7	%	1.5	%
Provision for income taxes	1.8	%	0.9	%	0.9	%
Net earnings	3.1	%	0.8	%	0.6	%

Year ended December 27, 2002 compared to the year ended December 28, 2001

The following table sets forth the net sales and earnings from operations data for the United States and Europe for the twelve months ended December 27, 2002 and December 28, 2001:

	Net Sales						Earnings from Operations
In thousands	December 27, 2002		December 28, 2001		Increase/ (decrease)		December 27, 2002		December 28, 2001		Increase/ (decrease)

United States	$	440,901	$	406,799	8.4	%	$	36,698	$	22,710	61.6	%
Europe	198,248		186,318		6.4	%	16,636		15,752		5.6	%
Totals	$	639,149	$	593,117	7.8	%	$	53,334	$	38,462	38.7	%

Net Sales. Net sales increased 7.8% to $639.1 million for the year ended December 27, 2002, from $593.1 million for the year ended December 28, 2001. Net sales in the U.S. increased 8.4% to $440.9 million for the year ended December 27, 2002, from $406.8 million for the year ended December 28, 2001. This increase in net sales in the U.S. is primarily from higher sales to RV manufacturers, distributors, home improvement contractors and rural contractors, partially offset by lower sales to manufactured housing producers. Additionally, in 2002 the Company began an initiative to sell painted aluminum coil externally from its Helena, Arkansas paintline. This initiative added $10.5 million in net sales to the year ended December 27, 2002, compared to the year ended December 28, 2001. For the year ended December 27, 2002, compared to the year ended December 28, 2001, sales to U.S. RV manufacturers increased $11.4 million; sales of raincarrying products and accessories to distributors increased $8.9 million; sales of vinyl windows to home improvement contractors increased $4.1 million; and sales to rural contractors increased $3.9 million. Partially offsetting these increases was a decrease in sales to manufactured housing producers of $4.8 million. The Company’s U.S. subsidiaries are included in the U.S. Fabrication Segment (see Note 14 to the Consolidated Financial Statements).

Net sales in Europe increased 6.4% to $198.2 million for the year ended December 27, 2002, from $186.3 million for the year ended December 28, 2001. This increase in European net sales includes an increase in net sales in the European Fabrication Segment of $10.8 million or 18.4%, and an increase

in net sales in the European Roll Coating Segment of $1.1 million or less than 1.0% (see Note 14 to the Consolidated Financial Statements). Sales in the European Fabrication Segment increased primarily from higher sales of fabricated doors and windows to European RV manufacturers, bath enclosures and shower doors to customers in the U.K. and sales from France to the European transportation industry. Additionally, the strengthening of the Euro and British Pound against the U.S. Dollar increased the European Fabrication Segment’s sales by $3.3 million in the year ended December 27, 2002, compared to the year ended December 28, 2001. For the year ended December 27, 2002, compared to the year ended December 28, 2001, excluding currency impact, sales of fabricated doors and windows to European RV manufacturers increased $2.8 million; sales of bath enclosures and shower doors to customers in the U.K. increased $1.4 million; and sales from France to the European transportation industry increased $3.8 million. Sales in the European Roll Coating Segment increased primarily from the strengthening of the Euro and British Pound against the U.S. Dollar, partially offset by lower sales of painted aluminum and steel coil to OEMs (excluding RV manufacturers). The strengthening of the Euro and British Pound increased the European Roll Coating Segment’s sales by $6.2 million in the year ended December 27, 2002, compared to the year ended December 28, 2001. Sales of painted aluminum and steel coil to OEMs (excluding RV manufacturers) decreased by $4.8 million in the year ended December 27, 2002, compared to the year ended December 28, 2001. This decrease primarily resulted from lower aluminum selling prices resulting from a 6.5% decline in the twelve-month average London Metals Exchange price for aluminum, in addition to lower export volume from the U.K. due to the strength of the British Pound.

Cost of goods sold. Cost of goods sold, as a percentage of net sales, decreased to 79.5% for the year ended December 27, 2002, from 80.6% for the year ended December 28, 2001. This decrease is primarily attributable to higher sales volume and lower material costs, partially offset by lower selling prices resulting from a decline in world prices for aluminum. 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 in the event of additional steel raw material price increases, no assurance to that effect can be given.

Selling and general. Selling and general expenses, as a percentage of net sales, decreased to 9.9% for the year ended December 27, 2002, from 10.0% for the year ended December 28, 2001. This decrease is primarily attributable to lower bad debt expense and higher net sales, partially offset by an increase in legal and professional expense and an increase in compensation expense. The increase in compensation expense is primarily a result of the increase in profitability in 2002, resulting in the Company recording expenses totaling $2.2 million relating to the Company’s long-term incentive plan which rewards participants for an increase in the theoretical equity value (as defined in the 1999 Phantom Stock Plan) of the Company between January 1, 1998 and December 31, 2003. The Company did not recognize any expense related to the long-term incentive plan in 2001. See Note 11 to the Consolidated Financial Statements for a description of the long-term incentive plan.

Depreciation and amortization. Depreciation and amortization, as a percentage of net sales, was 2.2% for the year ended December 27, 2002, compared to 2.9% for the year ended December 28, 2001. This decrease is primarily attributable to the adoption of SFAS No. 142 on December 29, 2001. Under SFAS No. 142 goodwill is no longer amortized. See Note 2 to the Consolidated Financial Statements for further discussion on the adoption of SFAS No. 142.

Earnings from operations. Earnings from operations in the U.S. increased to $36.7 million for the year ended December 27, 2002, from $22.7 million for the year ended December 28, 2001. Earnings from operations in Europe increased to $16.6 million for the year ended December 27, 2002, from $15.8 million for the year ended December 28, 2001. As a result of the adoption of SFAS No. 142 effective December 29, 2001, goodwill is no longer amortized. Goodwill amortization in the year ended December 28, 2001 was $3.9 million and $935.3 thousand in the U.S. and Europe, respectively. The increase in earnings from operations in the U.S. is largely attributable to higher sales volumes. In addition, lower raw material costs partially offset by lower aluminum selling prices and the adoption of SFAS No. 142 contributed to the increase in earnings from operations. In Europe, the increase in earnings from operations resulted primarily from higher sales volume from the European Fabrication Segment, improved margins on sales from the European Roll Coating Segment, the adoption of SFAS No. 142 and the strengthening of the Euro and British Pound against the U.S. Dollar. The strengthening of the Euro and British Pound against the U.S. Dollar increased European earnings from operations by $900.0 thousand in the year ended December 27, 2002, compared to the year ended December 28, 2001. Partially offsetting these positives in the U.S. and Europe were an increase in incentive compensation costs and higher legal and professional expenses. The increase in compensation expense is primarily a result of the increase in profitability in 2002, resulting in the Company recording expenses totaling $2.2 million relating to the Company’s long-term incentive plan which rewards participants for an increase in the theoretical equity value (as defined in the 1999 Phantom Stock Plan) of the Company between January 1, 1998 and December 31, 2003. The Company did not recognize any expense related to the long-term incentive plan in 2001. See Note 11 to the Consolidated Financial Statements for a description of the long-term incentive plan.

Interest expense, net. Net interest expense decreased to $22.7 million for the year ended December 27, 2002, from $25.3 million for the year ended December 28, 2001, primarily due to lower interest rates and lower outstanding indebtedness in the year ended December 27, 2002.

Other income (expense), net. Other income (expense) increased to $703.4 thousand for the year ended December 27, 2002, from ($3.0) million for the year ended December 28, 2001. In the year ended December 28, 2001, the Company recognized expense of $2.5 million as a result of the change in fair value of the Company’s derivative instruments that were not designated as hedges under SFAS No. 133. The Company did not recognize any expense for this reason in the year ended December 27, 2002. The remaining difference is primarily due to foreign exchange gains on unhedged liabilities remeasured into the local currency recognized in the year ended December 27, 2002, whereas foreign exchange losses were recognized in the year ended December 28, 2001.

Provision for income taxes. The effective rate for the provision for income taxes was 36.5% for the year ended December 27, 2002 and 53.9% for the year ended December 28, 2001. 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 not longer amortized, eliminating the permanent difference for non-deductible goodwill. See Note 2 to the Consolidated Financial Statements for further discussion on the adoption of SFAS No. 142.

Year ended December 28, 2001 compared to the year ended December 29, 2000

The following table sets forth the net sales and earnings from operations data for the United States and Europe for the twelve months ended December 28, 2001 and December 29, 2000:

	Net Sales						Earnings from Operations
In thousands	December 28, 2001		December 29, 2000		Increase/ (decrease)		December 28, 2001		December 29, 2000		Increase/ (decrease)

United States	$	406,799	$	399,538	1.8	%	$	22,710	$	15,662	45.0	%
Europe	186,318		199,941		(6.8	)%	15,752		18,443		(14.6	)%
Totals	$	593,117	$	599,479	(1.1	)%	$	38,462	$	34,105	12.8	%

Net Sales. Net sales decreased 1.1% to $593.1 million for the year ended December 28, 2001, from $599.5 million for the year ended December 29, 2000. Net sales in the U.S. increased 1.8% to $406.8 million for the year ended December 28, 2001, from $399.5 million for the year ended December 29, 2000. This increase in net sales in the U.S. is primarily from higher sales to home centers, rural contractors and home improvement contractors. Sales of raincarrying products and accessories to home centers increased $18.9 million or 21.3% for the year ended December 28, 2001, compared to the year ended December 29, 2000. Gutter World, acquired in April 2000 (See Note 3 to the Consolidated Financial Statements), accounted for $4.9 million of this increase. Sales of vinyl replacement windows to home improvement contractors increased $6.0 million or 32.8% for the year ended December 28, 2001, compared to the year ended December 29, 2000. The increase in sales of vinyl replacement windows is primarily the result of increased market share within the regions of the U.S. that the Company competes. These increases were partially offset by a decline in sales to the RV and manufactured housing industries. Lower demand from the RV industry, largely resulting from a weak U.S. economy, resulted in sales to the U.S. RV industry declining $14.0 million or 16.4% for the year ended December 28, 2001, compared to the year ended December 29, 2000. The Company’s U.S. subsidiaries are included in the U.S. Fabrication Segment (see Note 14 to the Consolidated Financial Statements).

Excluding a decline in reported net sales of approximately $7.6 million due to the weakening of foreign exchange rates relative to the U.S. Dollar, net sales in Europe for the year ended December 28, 2001 decreased by 3.0%. This decrease included a decrease in net sales in the European Roll Coating segment of 6.5% and an increase in net sales in the European Fabrication segment of 4.1% (see Note 14 to the Consolidated Financial Statements). Sales in the European Roll Coating segment decreased primarily from softening demand from industrial consumers for painted aluminum and steel from the U.K. and the Netherlands due to a slow down in industrial construction in Western Europe. Additionally, the continued strength of the British Pound relative to other European currencies has made it difficult to export from the U.K. into Western Europe. Sales in the European Fabrication segment increased primarily from improved sales from France to the European transportation industry.

Cost of goods sold. Cost of goods sold, as a percentage of net sales, decreased to 80.6% for the year ended December 28, 2001, from 82.4% for the year ended December 29, 2000. This decrease is primarily attributable to lower raw material costs resulting from a decline in world prices for aluminum and more favorable steel pricing, in addition to lower labor costs.

Selling and general. Selling and general expenses, as a percentage of net sales, increased to 10.0% for the year ended December 28, 2001, from 9.1% for the year ended December 29, 2000. This increase is primarily attributable to an increase in advertising, product warranty, provision for bad debts and employee benefit costs, together with lower net sales.

Depreciation and amortization. Depreciation and amortization, as a percentage of net sales, was 2.9% for the year ended December 28, 2001, compared to 2.8% for the year ended December 29, 2000. This increase is primarily the result of business acquisitions and the reduction in net sales.

Earnings from operations. Earnings from operations in the U.S. increased to $22.7 million for the year ended December 28, 2001, from $15.7 million for the year ended December 29, 2000. Earnings from operations in Europe decreased to $15.8 million for the year ended December 28, 2001, from $18.4 million for the year ended December 29, 2000. The increase in earnings from operations in the U.S. is largely attributable to lower raw material costs, most notably for aluminum and steel, in addition to operational improvement at the Helena, Arkansas paintline, and lower labor costs. The decrease in earnings from operations in Europe is partially attributable to the weakening of European currencies relative to the U.S. Dollar, which reduced reported operating earnings by $655.7 thousand compared to the same period in 2000. Additionally, lower European earnings resulted from reduced sales volume, competitive pricing pressures within the industrial construction markets in Western Europe and an increase in selling and general expenses.

Interest expense, net. Net interest expense decreased to $25.3 million for the year ended December 28, 2001, from $25.9 million for the year ended December 29, 2000, primarily due to lower interest rates and lower outstanding indebtedness in the year ended December 28, 2001.

Other expenses, net. Other expenses increased to $3.0 million for the year ended December 28, 2001, compared to other income of $763.1 thousand for the year ended December 29, 2000. The increase in other expenses is primarily the result of the change in fair value and related costs of the Company’s derivative instruments that are not designated as hedges under SFAS 133 (see Note 2 to the Consolidated Financial Statements). SFAS 133 was adopted by the Company effective December 30, 2000.

Provision for income taxes. The effective rate for the provision for income taxes was 53.9% for the year ended December 28, 2001 and 63.0% for the year ended December 29, 2000. The decrease in the effective rate is primarily due to (i) higher valuation allowances provided in 2000 due to uncertainty surrounding the future benefit of U.S. state net operating losses, which are available to offset future taxable income and taxes, but begin to expire in 2010, and (ii) higher earnings in 2001 mitigating the effect on the effective tax rate of permanent differences for non-deductible items, primarily goodwill.

Liquidity and Capital Resources

Liquidity. The Company’s primary liquidity needs arise from debt service on indebtedness incurred in connection with the Acquisition, other acquisitions, and the funding of capital expenditures. As of December 27, 2002, the Company had outstanding indebtedness of $197.0 million, as compared to $207.7 million as of December 28, 2001. Included in such indebtedness at December 27, 2002, was approximately $62.0 million under the Credit Agreement. The undrawn amount of the Revolving Credit Facility at December 27, 2002, was approximately $48.0 million, which was available for working capital and general corporate purposes, subject to borrowing base limitations. As of December 27, 2002, $37.1 million of the undrawn amount was available. On March 15, 2002, the Credit Agreement was amended and restated to increase the Revolving Credit Facility to $110.0 million (subject to borrowing base limitations) and extend the maturity of the facility to June 30, 2005. In connection with this amendment, outstanding Term Loans were repaid and replaced with borrowings under the Revolving Credit Facility. The Company believes that cash generated from operations and,

subject to borrowing base limitations, borrowings under the Credit Agreement will be adequate to meet its needs for the foreseeable future, although no assurance to that effect can be given. See Note 6 to the Consolidated Financial Statements for further information about the amendment and restatement of the Company’s credit agreement.

The Credit Agreement requires the Company to maintain specified financial ratios and meet certain financial tests including a minimum interest coverage ratio, a minimum fixed charge coverage ratio, a maximum leverage ratio and maximum amounts of capital expenditures. Additionally, the Credit Agreement contains certain restrictions on the payment of cash dividends.

Principal and interest payments under the Credit Agreement and interest payments on the Notes represent significant liquidity requirements for the Company. The Credit Agreement bears interest at floating rates. Pursuant to an interest rate agreement entered into in January 2002 that is in place until December 31, 2004, the Company pays a counterparty a fixed rate of interest of 3.715% on a notional amount of $35.0 million through December 31, 2002, $25.0 million from January 1, 2003 through December 31, 2003, and $15.0 million from January 1, 2004 through December 31, 2004, in exchange for receiving a floating rate of interest of 3-month U.S. Dollar LIBOR on an equivalent notional amount. The Notes entitle the holders to an annual fixed interest rate of 11.25% (see Note 6 to Consolidated Financial Statements). Pursuant to a currency agreement in place until June 30, 2005, the Company pays a counterparty a fixed rate of interest of 12.63% on the notional 19.0 million Pounds Sterling value in exchange for receiving interest of 11.25% on the notional U.S. dollar value of $27.2 million. This currency agreement was entered into on February 25, 2002 to replace a similar currency agreement that was terminated on February 1, 2002. See Note 7 to the Consolidated Financial Statements for additional information on the terminated currency agreement.

As previously noted, 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 and principal and interest under the Credit Agreement. Significant increases in the floating interest rates on the Credit Agreement 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, including acquisitions. Further, the Company’s leveraged position may make it more vulnerable to economic downturns and may limit its ability to withstand competitive pressures. See Note 6 to the Consolidated Financial Statements for a discussion of restrictive debt covenants.

The Company’s primary source of liquidity is cash flows from operations, which are supplemented by borrowings under the Credit Agreement. Operations provided cash of $25.4 million in the year ended December 27, 2002, compared to $35.5 million in the year ended December 28, 2001, and $28.1 million for the year ended December 29, 2000. Operating cash flow for the year ended December 27, 2002, enabled the Company to make capital expenditures of approximately $8.3 million and pay net interest expense of $21.0 million in 2002. Operating cash flow for the year ended December 28, 2001, enabled the Company to make capital expenditures of approximately $8.3 million and pay net interest expense of $22.4 million in 2001. Operating cash flow for the year ended December 29, 2000 of $28.1 million, together with debt proceeds of $40.0 million and proceeds of $10.0 million from the termination of a currency agreement enabled the Company to acquire Gutter World and Global for approximately $45.6 million, make capital expenditures of approximately $9.7 million and pay net interest expense of $24.4 million in 2000.

See Note 3 to the Consolidated Financial Statements for further information concerning the acquisitions of Gutter World and Global Expanded Metals.

Future payments due under debt and lease obligations at December 27, 2002 are as follows:

	Long-Term Debt		Non-Cancelable Operating Leases		Total

2003	$	—	$	6,061	$	6,061
2004	—		4,495		4,495
2005	61,972		3,008		64,980
2006	135,000		1,716		136,716
2007	—		962		962
Thereafter	—		1,044		1,044
	$	196,972	$	17,286	$	214,258

Capital Expenditures. In addition to meeting debt service requirements, operating cash flows have enabled the Company to invest in capital projects, which maintain manufacturing capabilities, enable compliance with laws and regulations and prepare Euramax for future growth. The Company’s capital expenditures were $8.3 million, $8.3 million and $9.7 million in the years ended December 27, 2002, December 28, 2001 and December 29, 2000, respectively. Capital expenditures in 2002, 2001 and 2000 include approximately $1.6 million, $1.6 million and $1.7 million, respectively, for improvements to paint lines in Corby, England; Roermond, The Netherlands; and Helena, Arkansas. The paint lines are capital-intensive operations, and will continue to require improvements and upgrades in 2003 and beyond to enhance their capabilities and efficiencies. Capital expenditures in 2002, 2001 and 2000 include approximately $2.9 million, $3.8 million and $2.0 million, respectively, for projects related to business expansion. The balance of capital expenditures in all periods primarily relates to purchases and upgrades of fabricating equipment, transportation and material moving equipment, and information systems. The Company expects that approximately $3.0 million to $4.0 million in capital expenditures are required annually to maintain existing equipment and facilities. While assurance cannot be given, management expects that capital spending in 2003 will also be devoted to projects that offer potential for internal growth through new products and expanding existing products to new markets.

Working capital management. Working capital was $90.5 million as of December 27, 2002, compared to $70.0 million as of December 28, 2001. The increase in working capital is primarily related to higher cash and cash equivalents, accounts receivable and inventories at the end of 2002, partially offset by higher accounts payable and accrued expenses. Stronger European currencies accounted for approximately $4.6 million of the increase in working capital. In addition to stronger European currencies, higher sales volume in the fourth quarter of 2002 resulted in the increase in accounts receivable and accounts payable at the end of 2002. Stronger European currencies, higher steel and aluminum costs and higher volumes of aluminum and steel in ending inventory resulted in the increase in inventory at the end of 2002.

Inflation and Foreign Currency Translation

In recent years, inflation has not had a significant effect on the Company’s results of operations or

financial condition. The assets and liabilities of the Company’s non-U.S. subsidiaries are translated into U.S. Dollars at current exchange rates and revenues and expenses are translated at average exchange rates. Currency translations on export sales could be adversely affected in the future by the relationship of the U.S. Dollar with foreign currencies.

Critical Accounting Policies

Allowance for doubtful accounts, inventory obsolescence and warranty reserves. The Company’s significant accounting policies are described in Note 2 to the Consolidated Financial Statements. As indicated there, the Company makes estimates and assumptions that affect certain amounts reported in the consolidated financial statements. The use of estimates is significant as it relates to establishing reserves and allowances for doubtful accounts, 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 the Company adjusts these estimates in future periods, adjustments to the amounts recorded could materially impact the Company’s financial position and results of operations. There have been no significant changes in the assumptions used to develop the Company’s estimates in establishing reserves and allowances for doubtful accounts, inventory obsolescence and warranty costs from fiscal year 2001 to fiscal year 2002.

Income taxes. The Company’s income tax accounting policy is significant in determining financial position and results of operations. Such policy requires the Company to estimate income taxes in each jurisdiction in which it operates. This involves estimating actual current tax expense, assessing tax exposure matters and assessing temporary differences resulting from the different treatment of items under generally accepted accounting principles and tax law. These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheet of the Company. The Company must then assess the likelihood that deferred tax assets will be recovered from future taxable income. To the extent that recovery is less likely than not, a valuation allowance is established. Significant management judgement is required to establish such allowances as well as to determine the provision for income taxes and deferred tax assets and liabilities. In the event that actual results differ from estimates, or do not reflect management judgements, it may be necessary to adjust amounts recorded in income tax accounts, which could materially impact the Company’s financial position and results of operations. There have been no significant changes in the assumptions used to develop the Company’s estimates in establishing its income tax expense, tax exposure matters or deferred taxes.

Impairment of goodwill. Management uses judgment in assessing goodwill for impairment. Upon adoption of SFAS No. 142 on December 29, 2001, the Company assessed the recoverability of its goodwill. Subsequent to the adoption of SFAS No. 142, the Company will review the carrying value of its goodwill at least annually, or sooner if events or changes in circumstances indicate the carrying value may exceed fair value. Recoverability is determined by comparing the fair value of the reporting unit to which the goodwill applies to the carrying value, including goodwill, of that reporting unit. If the fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit exceeds its fair value, the implied fair value of the reporting unit goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. At December 27, 2002, the Company had $110.8 million of goodwill, net of amortization, included in its statement of financial position.

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement No. 143, “Accounting for Asset Retirement Obligations” (“SFAS No. 143”). SFAS No. 143 addresses financial accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and normal operation of a long-lived asset. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and subsequently allocated to expense over the asset’s useful life. SFAS No. 143 is effective December 28, 2002 for the Company. The adoption of SFAS No. 143 is not expected to have a material impact on the Company’s financial position or results of operations.

The Company adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”), effective December 29, 2001. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. In accordance with SFAS No. 144, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. The adoption of SFAS No. 144 had no impact on the Company’s financial position or results of operations. Prior to the adoption of SFAS No. 144, the Company accounted for long-lived assets in accordance with SFAS No. 121, “Accounting for Long-Lived Assets and for Long-Lived Assets to be Disposed Of”.

In April 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections” (“SFAS No. 145"). Among other items, SFAS No. 145 updates and clarifies existing accounting pronouncements related to reporting gains and losses from the extinguishment of debt and certain lease modifications that have economic effects similar to sale-leaseback transactions. The provisions of SFAS No. 145 are generally effective for fiscal years beginning after May 15, 2002, with earlier adoption of certain provisions encouraged. We do not expect the adoption of SFAS No. 145 to have a material impact on our financial position or results of operations.

In June 2002, the FASB issued Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS No. 146”). SFAS No. 146 nullifies Emerging Issues Task Force (“EITF”) Issue No. 94-3, “Liability Recognition for Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring”). SFAS No. 146 requires that a liability for a cost associated with an exit or disposasl activity be recognized when the liability is incurred. Under EITF Issue 94-3, a liability for an exit cost as defined in EITF Issue 94-3 was recognized at the date of an entity’s commitment to an exit plan. The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with earlier application encouraged. Under SFAS No. 146, an entity may not restate its previously issued financial statements and the new statement grandfathers the accounting for liabilities that an entity had previously recorded under EITF

Issue 94-3. We do not expect the adoption of SFAS No. 146 to have a material impact on our financial position or results of operations.

Environmental Matters

The Company’s U.S. and European manufacturing facilities are subject to a range of federal, state, local and European environmental laws and regulations (“Environmental Laws”), including those relating to air emissions, wastewater discharges, the handling and disposal of solid and hazardous waste, and the remediation of contamination associated with the current and historic use of hazardous substances or materials. If a release of hazardous substances or materials occurs on or from the Company’s properties or any offsite disposal location used by the Company, or if contamination from prior activities is discovered at any of the Company’s properties, the Company may be held liable for the costs of remediation including response costs, natural resource damage and associated transaction costs. While the amount of such liability could be material, the Company devotes resources to ensuring that its operations are conducted in a manner intended to reduce such risks.

Based upon environmental reviews conducted (i) internally on a quarterly basis, (ii) by outside consultants on a periodic basis, and (iii) by outside consultants in connection with the Acquisition, and assuming compliance by Alumax with its indemnification obligations under the Acquisition Agreement, the Company believes that it is currently in compliance with, and not subject to liability under, Environmental Laws except where such noncompliance or liability 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. Pursuant to the terms of the Acquisition Agreement, Alumax agreed to correct and to bear substantially all costs with respect to certain identified conditions of potential noncompliance and liability under Environmental Laws, none of which costs are currently believed to be material. Alumax’s indemnification obligations under the Acquisition Agreement are not subject to an aggregate dollar limitation and survive indefinitely with respect to specifically identified environmental matters.

Liability with respect to hazardous substance or material releases in the U.S. arises principally under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”) and similar state laws, which impose strict, and under certain circumstances, retroactive, joint and several liability upon statutorily defined classes of potentially responsible parties (“PRPs”). The Company has been identified as a PRP at nine National Priorities List (“NPL”) sites under CERCLA, although two of these nine sites may relate to disposal by divisions of Alumax that have never been and are not now part of the Company. Pursuant to the terms of the Acquisition Agreement, Alumax has agreed to indemnify the Company for all of the costs associated with each of these nine NPL sites. In addition, Alumax has agreed to indemnify the Company for all of the costs associated with eleven additional sites listed on state hazardous site cleanup lists, with respect to which the Company has not received any notice of potential responsibility.

At the Company’s Corby, England facility, Legionella was found to be present on site in a cooling tower. An independent testing laboratory is testing water samples for the presence of Legionella on a weekly basis, and no further evidence of Legionella has been detected to date. Based upon the investigation, management believes that the reasonable likely outcome of this matter will not materially impact the future consolidated financial position, results of operations, or cash flows of the Company.

The Company has made and will continue to make capital expenditures to comply with Environmental

Laws. Environmental capital expenditures for the years ended December 27, 2002, December 28, 2001 and December 29, 2000 were approximately $212.1 thousand, $581.8 thousand and $447.3 thousand, respectively. The Company estimates that its environmental capital expenditures will be approximately $900.0 thousand in 2003.

Item 7A. 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 the note preceding Part I of Item 1 “Business” for additional information regarding the Private Securities Litigation Reform Act.

The Company is exposed to market risk from changes in interest rates (primarily U.S Dollar, Euro and British Pound one month LIBOR), exchange rates (primarily the Euro and British Pound) and commodity prices (primarily aluminum and steel). At certain times, the Company enters into contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. Additionally, the Company has the option to commit to purchase a specific quantity of aluminum over a specified time period at a fixed price. The Company would then be exposed for the difference between the fixed price and the market price of aluminum. Historically, the Company has not engaged in extensive hedging activities intended to manage long-term risks relating to movements in market prices of steel and aluminum raw materials as changes in the market price can generally be passed on to customers. However, the Company has at times purchased, and expects from time to time to continue to purchase, options to buy aluminum at a fixed price for a portion of its anticipated requirements. In addition, although approximately 31% of the Company’s sales originated in Europe and were impacted by exchange rate fluctuations, the Company has not historically utilized derivatives to manage foreign currency exchange risks related to its European operations. However, in connection with the Company’s risk-management strategy, the Company has historically entered into currency agreements and interest rate agreements with major banking institutions to manage the impact of foreign currency exchange rate fluctuations and/or interest rate fluctuations with respect to debt payments. The agreements are utilized as risk-management tools and not for trading purposes. Currency agreements involve exchanges of interest payments in differing currencies and provide for the exchange of principal amounts at maturity. Interest rate agreements involve exchanges of interest payments at differing interest rates and cap the highest rate of interest to be paid on specified notional amounts of debt. The amounts of interest paid or received effectively limit the interest payment exposure of the Company’s hedged debt commitments. The fair value of the currency agreements and interest rate agreements are derived from valuation models based upon recognized financial principals and estimates about relevant future market conditions. The amounts exchanged are based upon the notional amounts of the currency agreements and interest rate agreements, as well as on the other terms of the agreements, which relate to interest payments and exchange rates. For detailed information on the terms and fair values of the Company’s financial instruments and derivative instruments, see Note 2 to Consolidated Financial Statements.

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 December 27, 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 December 27, 2002, by approximately $4.4 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. This decline from 2001 to 2002 is primarily a result of the shorter remaining life of the fixed-rate, long-term debt outstanding at December 27, 2002, compared to 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 $298.8 thousand in 2003, as compared to a hypothetical increase in interest expense of approximately $359.2 thousand calculated in the prior year ended 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 December 27, 2002, which are sensitive to changes in foreign currency exchange risks. A hypothetical 10 percent decrease in foreign currency exchange rates would increase the Company’s foreign exchange loss by approximately $151.5 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 calculated in the prior year ended December 28, 2001. This decrease from prior year is primarily a result of the elimination of foreign exchange exposure through the repayment of the Term Loans (see Note 6 to the Consolidated Financial Statements). All other factors remaining unchanged, a hypothetical 10 percent increase in foreign currency exchange rates for one year would increase interest expense by approximately $803.9 thousand 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 calculated in the prior year ended December 28, 2001. This increase from prior year primarily results from additional interest expense that a stronger Pound Sterling would result in on the Pound Sterling Swap (See Note 7 to the Consolidated Financial Statements for further discussion on the Pound Sterling Swap).

Item 8. Financial Statements and Supplementary Data

Report of Independent Auditors

The Board of Directors,
Euramax International, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Euramax International, Inc., and Subsidiaries as of December 27, 2002 and December 28, 2001, and the related consolidated statements of earnings, changes in equity, and cash flows for the years ended December 27, 2002, December 28, 2001 and December 29, 2000. Our audits also included the related financial statement schedule listed in the index at Item 15(a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Euramax International, Inc. and Subsidiaries at December 27, 2002 and December 28, 2001, and the consolidated results of their operations and cash flows for the years ended December 27, 2002, December 28, 2001 and December 29, 2000, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Notes 2 and 7 to the consolidated financial statements, in 2002 the Company changed its method of accounting for goodwill and in 2001 the Company changed its method of accounting for derivative financial instruments.

/s/ Ernst & Young LLP

Atlanta, Georgia
March 3, 2003

Euramax International, Inc. and Subsidiaries
Consolidated Statements of Earnings

Thousands of U.S. Dollars	For the year ended December 27, 2002			For the year ended December 28, 2001			For the year ended December 29, 2000

Net sales	$	639,149		$	593,117		$	599,479

Costs and expenses:
Cost of goods sold	508,254			477,870			494,330
Selling and general	63,593			59,230			54,475
Depreciation and amortization	13,968			17,555			16,569
Earnings from operations	53,334			38,462			34,105

Interest expense, net	(22,748		)	(25,258		)	(25,870		)
Other income (expense), net	703			(2,953		)	763
Earnings before income taxes	31,289			10,251			8,998
Provision for income taxes	11,432			5,521			5,671
Net earnings	$	19,857		$	4,730		$	3,327

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

Euramax International, Inc. and Subsidiaries
Consolidated Balance Sheets

Thousands of U.S. Dollars (except share data)	December 27, 2002			December 28, 2001
ASSETS
Current assets:
Cash and equivalents	$	11,646		$	5,897
Accounts receivable, less allowance for doubtful accounts (2002 - $3,513; 2001 - $3,938)	88,508			77,257
Inventories	78,480			64,114
Deferred income taxes	3,904			3,909
Other current assets	1,177			1,411
Total current assets	183,715			152,588
Property, plant and equipment, net	112,037			110,845
Goodwill, net of accumulated amortization	110,799			107,258
Deferred income taxes	4,975			6,886
Other assets	4,914			6,674
	$	416,440		$	384,251

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Cash overdrafts	$	1,880		$	1,419
Accounts payable	57,104			53,439
Accrued expenses	28,157			19,700
Accrued interest payable	4,278			4,536
Income taxes payable	811			2,598
Deferred income taxes	1,005			847
Total current liabilities	93,235			82,539
Long-term debt, less current maturities	196,972			207,724
Commitments and contingencies	—			—
Deferred income taxes	19,421			16,563
Other liabilities	20,593			15,931
Total liabilities	330,221			322,757
Shareholders’ equity:
Class A common stock - $1.00 par value; 600,000 shares authorized, 455,673.11 issued and 444,344.84 outstanding	456			456
Class B convertible common stock - $1.00 par value; 600,000 shares authorized, 44,346.80 issued and outstanding	44			44
Additional paid-in capital	53,220			53,220
Common stock in treasury, at cost - 11,328.27 and 9,850.67 shares in 2002 and 2001, respectively	(2,056		)	(1,581		)
Retained earnings	44,439			24,582
Accumulated other comprehensive loss, net of tax	(9,884		)	(15,227		)
Total shareholders’ equity	86,219			61,494
	$	416,440		$	384,251

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

Euramax International, Inc. and Subsidiaries
Consolidated Statements of Changes in Equity

Thousands of U.S. Dollars	Common Stock		Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Totals

Balance at December 25, 1999	$	500	$	53,220	$	—		$	16,525	$	(5,177	)	$	65,068

Comprehensive income:
Net earnings for 2000	—		—		—			3,327		—			3,327
Foreign currency translation adjustment	—		—		—			—		(1,444		)	(1,444		)
Minimum pension liability, net of taxes	—		—		—			—		(1,589		)	(1,589		)
Comprehensive income													294
Repurchase of common stock	—		—		(1,581		)	—		—			(1,581		)
Balance at December 29, 2000	500		53,220		(1,581		)	19,852		(8,210		)	63,781

Comprehensive income:
Net earnings for 2001	—		—		—			4,730		—			4,730
Foreign currency translation adjustment	—		—		—			—		(2,151		)	(2,151		)
Minimum pension liability, net of taxes	—		—		—			—		(4,501		)	(4,501		)
Loss on derivative instruments, net of taxes										(365		)	(365		)
Comprehensive loss													(2,287		)
Balance at December 28, 2001	500		53,220		(1,581		)	24,582		(15,227		)	61,494

Comprehensive income:
Net earnings for 2002	—		—		—			19,857		—			19,857
Foreign currency translation adjustment	—		—		—			—		6,678			6,678
Minimum pension liability, net of taxes	—		—		—			—		(1,105		)	(1,105		)
Loss on derivative instruments, net of taxes	—		—		—			—		(230		)	(230		)
Comprehensive income													25,200
Repurchase of common stock	—		—		(475		)	—		—			(475		)
Balance at December 27, 2002	$	500	$	53,220	$	(2,056	)	$	44,439	$	(9,884	)	$	86,219

Euramax International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

Thousands of U.S. Dollars	For the year ended December 27, 2002			For the year ended December 28, 2001			For the year ended December 29, 2000

Cash flows from operating activities:
Net earnings	$	19,857		$	4,730		$	3,327
Reconciliation of net earnings to net cash provided by operating activites:
Depreciation and amortization	13,968			17,555			16,569
Amortization of deferred financing fees	1,319			1,133			1,182
Provision for doubtful accounts	(177		)	1,763			542
Foreign exchange (gain) loss	(796		)	(204		)	—
Loss (gain) on sale of assets	552			124			(1,108		)
Deferred income taxes	4,274			29			(305		)
Changes in operating assets and liabilities (excluding acquisitions):
Accounts receivable	(5,203		)	(7,150		)	5,542
Inventories	(11,197		)	16,007			1,922
Other current assets	294			716			(426		)
Accounts payable and other current liabilities	6,892			2,823			(485		)
Income taxes payable	(2,516		)	(4,861		)	4,174
Other noncurrent assets and liabilities	(1,849		)	2,836			(2,847		)
Net cash provided by operating activities	25,418			35,501			28,087
Cash flows from investing activities:
Proceeds from sale of assets	492			1,164			409
Purchases of businesses	—			—			(45,777		)
Capital expenditures	(8,263		)	(8,321		)	(9,706		)
Net cash used in investing activities	(7,771		)	(7,157		)	(55,074		)
Cash flows from financing activities:
Changes in cash overdrafts	461			(290		)	(301		)
Net borrowings (repayments) on revolving credit facility	23,808			(2,774		)	(18,928		)
Repayment of long-term debt	(38,952		)	(22,989		)	(6,463		)
Proceeds from long-term debt	—			—			40,000
Proceeds from settlement of currency agreements	2,790			—			10,020
Payment to terminate interest rate swap	—			(3,160		)	—
Deferred financing fees	(1,530		)	(405		)	(1,000		)
Purchases of treasury stock	(475		)	—			(1,581		)
Net cash (used in) provided by financing activities	(13,898		)	(29,618		)	21,747
Effect of exchange rate changes on cash	2,000			(963		)	(11		)
Net increase (decrease) in cash and equivalents	5,749			(2,237		)	(5,251		)
Cash and equivalents at beginning of period	5,897			8,134			13,385
Cash and equivalents at end of period	$	11,646		$	5,897		$	8,134

Supplemental cash flow information:
Income taxes paid, net	$	9,471		$	9,512		$	3,238
Interest paid, net	$	20,958		$	22,390		$	24,394

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

Euramax International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of U.S. Dollars except share data)

1. Basis of Presentation:

Euramax International, Inc. 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, metal and vinyl raincarrying systems, roofing accessories, soffit and fascia systems, and vinyl replacement windows. The Company’s customers include original equipment manufacturers (“OEMs”) such as RV, commercial panel manufacturers and transportation industry manufacturers; rural contractors; home centers; manufactured housing producers; distributors; industrial and architectural contractors; and home improvement contractors. The “Company” or “Euramax” refers to Euramax International, Inc. and Subsidiaries, collectively.

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

2. Summary of Significant Accounting Policies:

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of the Company and all its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Year

The Company operates on a 52 or 53 week fiscal year ending on the last Friday in December. The Company’s fiscal years consisted of 52 weeks for the years ended December 27, 2002, December 28, 2001 and December 29, 2000, respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that may affect the reported amounts of certain assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and the differences could be material.

Cash and Equivalents

The Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. Certain cash overdrafts of the Company have been netted with positive cash balances held with the same financial institutions.

Inventories

Inventories are stated at the lower of cost or market, with cost determined under the first-in, first-out (“FIFO”) method.

Property, Plant and Equipment

Property, plant and equipment is recorded at cost. Repair and maintenance costs are generally expensed unless they extend the useful lives of assets. Depreciation and amortization of property, plant and equipment is computed principally on the straight-line method over the estimated useful lives of the assets ranging from 5 to 10 years for equipment and 25 years for buildings. Gains or 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 a permanent 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.

Goodwill

The Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets”, effective December 29, 2001. Under SFAS No. 142, goodwill and indefinite lived tangible assets are no longer amortized, but are reviewed at least annually for impairment. The Company did not identify any impairment in 2002 upon adoption of SFAS No. 142 and completion of its initial impairment test. The Company completed its annual impairment test and did not identify any impairment and is not aware of any subsequent developments that would indicate impairment. Prior to 2002, goodwill was amortized on a straight-line basis over periods ranging from 20 to 30 years. 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:

	Years Ended
	December 27, 2002		December 28, 2001		December 29, 2000

Reported net earnings	$	19,857	$	4,730	$	3,327
Goodwill amortization, net of tax	—		3,907		3,696
Adjusted net earnings	$	19,857	$	8,637	$	7,023

Financial Instruments and Risk Management

SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 137 and SFAS No. 138, requires companies to recognize all derivative instruments on the balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging

relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of net investment in a foreign operation. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in current earnings during the period of change. For derivative instruments that are designated and qualify as a hedge of a net investment in a foreign operation, the gain or loss is reported in other comprehensive income as part of the cumulative translation adjustment to the extent it is effective. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change. Should an agreement be terminated while the underlying remains outstanding, the gain or loss would be deferred and amortized over the shorter of the remaining life of the underlying or the agreement.

The Company uses derivative financial instruments primarily to reduce its exposure to fluctuations in interest rates and foreign exchange rates and, to a lesser extent, to reduce its exposure to fluctuations in commodity prices. When entered into, the Company formally designates and documents the financial instrument as a hedge of a specific underlying exposure, as well as the risk management objectives and strategies for undertaking the hedge transaction. Derivatives are recorded in the balance sheet at fair value in either other assets or other liabilities. The earnings impact resulting from the derivative instruments is recorded in the same line item within the statement of earnings as the underlying exposure being hedged. The Company also formally assesses, both at the inception and a least quarterly thereafter, whether the financial instruments that are used in hedging transactions are effective at offsetting changes in either the fair value or cash flows of the related underlying exposures. The ineffective portion of a financial instrument’s change in fair value is immediately recognized in earnings as other income (expense).

Revenue Recognition

The Company recognizes revenue when the persuasive evidence of an agreement exists, delivery has occurred, the Company’s 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. The timing of revenue recognition is largely dependant on shipping terms. Revenue is recognized at the time of shipment for terms designated f.o.b. shipping point. Revenue is recognized upon delivery to the customer’s delivery site for terms designated f.o.b. destination.

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.

Shipping and Handling Costs

The Company classifies all shipping and handling charges as cost of goods sold.

Translation of Foreign Currencies

Assets and liabilities of non-U.S. subsidiaries are translated to U.S. Dollars at the rate of exchange in effect on the balance sheet date; income and expenses are translated to U.S. Dollars at the weighted average rates of exchange prevailing during the year. Foreign currency gains and losses resulting from transactions and for the remeasurement of amounts that are not of a long-term investment nature into local currencies are included in results of operations. The foreign currency transaction gains (losses) recorded in selling and general expenses were not significant for the years ended December 27, 2002, December 28, 2001 and December 29, 2000.

Comprehensive Income

Total comprehensive income and the components of accumulated other comprehensive income are presented in the Consolidated Statements of Changes in Equity. The related tax effects of the components of comprehensive income are presented in Note 10.

Recent Accounting Pronouncements

fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. The adoption of SFAS No. 144 had no impact on the Company’s financial position or results of operations. Prior to the adoption of SFAS No. 144, the Company accounted for long-lived assets in accordance with SFAS No. 121, “Accounting for Long-Lived Assets and for Long-Lived Assets to be Disposed Of”.

In April 2002, the FASB issued Statement of Financial Accounting Standards No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections” (“SFAS No. 145"). Among other items, SFAS No. 145 updates and clarifies existing accounting pronouncements related to reporting gains and losses from the extinguishment of debt and certain lease modifications that have economic effects similar to sale-leaseback transactions. The provisions of SFAS No. 145 are generally effective for fiscal years beginning after May 15, 2002, with earlier adoption of certain provisions encouraged. The adoption of SFAS No. 145 is not expected to have a material impact on the Company’s financial position or results of operations.

Reclassifications

Certain 2001 and 2000 amounts have been reclassified to conform to current year presentation.

3. Acquisitions:

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

The results of operations of Gutter World and Global are included in the Consolidated Statement of Earnings from the Acquisition Date.

The Gutter World and Global Acquisition was financed through borrowings of approximately $5.6 million under the Revolving Credit Facility and $40.0 million under the previously outstanding Term Loans (see Note 6). The Company allocated the purchase price based on the fair value of the assets acquired and liabilities assumed with the remainder allocated to goodwill.

The pro forma effects of the Gutter World and Global Acquisition were not material to the Company’s Consolidated Statement of Earnings.

4. Inventories:

Inventories were comprised of:

	December 27, 2002		December 28, 2001

Raw materials	$	60,281	$	50,206
Work in process	2,587		2,449
Finished products	15,612		11,459
	$	78,480	$	64,114

Inventories are net of related reserves totaling $3,827 at December 27, 2002 and $3,284 at December 28, 2001.

5. Property, Plant and Equipment:

Components of property, plant and equipment were as follows:

	December 27, 2002			December 28, 2001

Land and improvements	$	9,544		$	8,857
Buildings	45,774			43,057
Machinery and equipment	118,621			107,262
	173,939			159,176
Less accumulated depreciation	(67,032		)	(51,334		)
	106,907			107,842
Construction in progress	5,130			3,003
	$	112,037		$	110,845

Depreciation expense was $13.8 million, $12.6 million, and $12.0 million for the years ended December 27, 2002, December 28, 2001 and December 29, 2000, respectively.

6. Long-Term Obligations:

Long-term obligations consisted of the following:

	December 27, 2002		December 28, 2001
Credit Agreement:
Revolving Credit Facility	$	61,972	$	33,773
Term Loans	—		38,951
11.25% Senior Subordinated Notes due 2006	135,000		135,000
	$	196,972	$	207,724

On 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 Credit Agreement from June 30, 2002 to June 30, 2005.

Loans under the Credit Agreement are made, at the election of the Company, in U.S. Dollars, Euros and/or Pounds Sterling. Borrowings on the Credit Agreement are repaid in the currency in which the loan is made. Outstanding loans under the Credit Agreement are to be repaid by June 30, 2005.

At the option of the Company, the interest rates applicable to the loans under the Credit Agreement are based upon a Base Rate or a Eurocurrency Rate (both as defined), plus their respective margins. The Credit Agreement provides for variable rate margins, determined quarterly, based upon the Company’s ratio of EBITDA (earnings before interest, taxes, depreciation and amortization) to total debt. The maximum and minimum base rate margins are 2.00% and 1.00%, respectively. The maximum and minimum Eurocurrency rate margins are 3.25% and 2.25%, respectively. At December 27, 2002, the interest rate payable under the Credit Agreement averaged 4.8210%, compared to 5.1966% at December 28, 2001.

As of December 27, 2002, an undrawn amount of $48.0 million remained under the Revolving Credit Facility of which $37.1 million was available. The Company is subject to a commitment fee on a quarterly basis equal to 0.50% of the unused portion of the Revolving Credit Facility. During 2002, borrowings under the Credit Agreement increased $4.4 million due to fluctuations in foreign exchange rates, offset by repayments of $15.1 million. In 2001, borrowings under the Credit Agreement decreased $2.0 million due to fluctuations in foreign exchange rates and $25.8 million due to repayments.

The Credit Agreement contains certain covenants and restrictions on actions by the Company and its subsidiaries, including certain restrictions on the payment of cash dividends. As of December 27, 2002, substantially all of the Company’s retained earnings are restricted and unavailable for dividend. In addition, the Credit Agreement requires the Company to meet certain financial tests, including minimum fixed charge coverage ratio, minimum interest coverage ratio, maximum leverage ratio and maximum amounts of capital expenditures. The Company is in compliance as of December 27, 2002 with these and other covenants and restrictions.

The Company has outstanding $135.0 million in 11.25% Senior Subordinated Notes (the “Notes”) due 2006. Interest on the Notes is payable semiannually in arrears on April 1 and October 1 of each year. The Notes may be redeemed at the option of the Company, in whole or in part, under the conditions as specified in the note indenture plus accrued and unpaid interest to the redemption date, at the following redemption prices if redeemed during the 12-month period beginning October 1 of the years indicated:

Year	Percentage
2002	103.750	%
2003	101.875	%
2004	100.000	%
2005	100.000	%
2006	100.000	%

Upon a change of control, each holder of the Notes may require the Company to repurchase such holder’s Notes in whole or in part at the purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the purchase date. However, the Credit Agreement limits the amount of Notes the Company can purchase prior to repayment of the borrowings under the Credit Agreement.

The Notes are unsecured obligations subordinated to all existing and future unsubordinated borrowings of the Company, including all of the obligations under the Credit Agreement, and will be effectively subordinated to all obligations of any subsidiaries of the Company.

Future maturities of long-term obligations as of December 27, 2002 are as follows:

2003	$	—
2004	—
2005	61,972
2006	135,000
	$	196,972

The Notes are guaranteed on a senior subordinated basis by Euramax International, Inc., Amerimax Fabricated Products, Inc., Euramax International Holdings Limited and Euramax Continental Limited. The borrowings under the Credit Agreement are guaranteed by the Company and all of its subsidiaries, other than its French subsidiaries. Substantially all assets of the Company are pledged as collateral against the borrowings under the Credit Agreement.

7. Financial Instruments

Cash Flow Hedging Strategy

In January 2002, the Company entered into an interest rate agreement (the “Interest Rate Swap”) whereby the Company pays a counterparty a fixed rate of interest of 3.715% on a notional amount of $35.0 million

through December 31, 2002, $25.0 million from January 1, 2003 through December 31, 2003, and $15.0 million from January 1, 2004 through December 31, 2004. In exchange, the Company receives a floating rate of interest of 3-month U.S. Dollar LIBOR on an equivalent notional amount. The Interest Rate Swap was designated as a cash flow hedge that effectively converted a portion of the Company’s U.S. Dollar floating rate debt into fixed rate debt. The effectiveness of the Interest Rate Swap is being assessed using the change in variable cash flows method and was assessed as 100% effective in 2002. As of December 27, 2002, the Company had recorded a liability for the fair value of the Interest Rate Swap of $955.4 thousand, as estimated by a third party.

In February 2002, the Company entered into a Pound Sterling cross-currency swap agreement (the “Pound Sterling Swap”). The terms of the Pound Sterling Swap expire on June 30, 2005, and require the Company to pay 19.0 million Pound Sterling with semi-annual interest payments at 12.63% in exchange for $27.2 million with semi-annual interest payments at 11.25%. The Pound Sterling Swap was designated as a cash flow hedge that effectively converted $27.2 million of the Notes recorded on the books of a U.K. subsidiary into a fixed-rate Pound Sterling loan, which reduced the impact of foreign exchange rate changes on the principal and interest payments on the loan. The effectiveness of the Pound Sterling Swap is being assessed using the hypothetical derivative method, which compares the change in the fair value of the Pound Sterling Swap to the change in the value of a hypothetical derivative with terms that exactly match the critical terms of the foreign-currency denominated loan. The Pound Sterling Swap was assessed as 100% effective in 2002. During 2002, the Company reclassified a net loss of $2.1 million from other comprehensive income into earnings in order to offset the gain recognized related to the remeasurement of the foreign-currency denominated loan. As of December 27, 2002, the Company had recorded a liability for the fair value of the Pound Sterling Swap of $3.7 million, as estimated by a third party. As of December 27, 2002, a net loss on the Pound Sterling Swap of $125.9 thousand remained in other comprehensive income, with the remainder having been charged to earnings.

In January 2002, the Company terminated a Pound Sterling Swap (“Terminated Pound Sterling Swap”) for proceeds totaling $2.8 million. The amount of the gain remaining in other comprehensive income at the time the hedge was discontinued will be amortized into earnings over the original term of the agreement as other income. During 2002, prior to terminating the swap, the Company reclassified a net gain of $215.3 thousand from other comprehensive income into earnings in order to offset the loss recognized related to the remeasurement of the foreign-currency denominated loan. Additionally, during 2002, the Company amortized $261.2 thousand of the gain remaining in other comprehensive income into earnings. As of December 27, 2002, $230.3 thousand of the gain remained in other comprehensive income.

Effective December 30, 2000, the Company adopted SFAS No. 133 which resulted in the Company recording transition adjustments to recognize its derivative instruments at fair value. The cumulative effect of these transition adjustments was an after-tax increase in other comprehensive loss of approximately $2.0 million.

The following table summarizes activity in other comprehensive income (“OCI”) related to derivatives held by the Company for the years ended December 27, 2002 and December 28, 2001 [gain (loss)]:

	Before-Tax Amount			Income Tax			After-Tax Amount

Cumulative effect of adopting SFAS 133	$	(3,204	)	$	1,190		$	(2,014	)
Net changes in fair value of derivatives	1,798			(541		)	1,257
Net losses reclassified from OCI into earnings	745			(353		)	392
Accumulated derivative net (losses) at December 28, 2001	(661		)	296			(365		)

Net changes in fair value of derivatives	(3,582		)	1,145			(2,437		)
Net losses reclassified from OCI into earnings	3,253			(1,046		)	2,207
Accumulated derivative net (losses) at December 27, 2002	$	(990	)	$	395		$	(595	)

During 2002, the Company amortized $441.6 thousand of the loss remaining in other comprehensive income relating to the terminated interest rate swap and interest rate cap agreement into earnings. As of December 27, 2002, $221.0 thousand of the loss remained in other comprehensive income.

At December 27, 2002, the Company expects to reclassify from OCI into earnings net losses of $221.0 thousand over the next twelve months, resulting from the amortization of the cumulative effect translation adjustment relating to the terminated interest rate swap and interest rate cap agreement. Additionally, the Company expects to reclassify from OCI into earnings over the next twelve months net gains of $230.3 thousand on the Terminated Pound Sterling Swap resulting from the amortization of the gain remaining in OCI from the termination of the Terminated Pound Sterling Swap.

The Company would be exposed to credit-related losses in the event of nonperformance by the counterparties that issued the currency agreements. The Company does not expect that counterparties to the currency agreements will fail to meet their obligations, given their high credit ratings. The Company generally does not receive collateral on derivative instruments due to the credit rating of its counterparties, however, the Company provides collateral when required by its counterparties.

The fair value of the Company’s long-term debt is estimated based on the current rates offered to the Company for debt of similar terms except for the 11.25% Senior Subordinated Notes, which are measured at the quoted market rate. The fair value of the Notes was $137.7 million at December 27, 2002. The fair values of other long-term debt approximates the carrying value at December 27, 2002.

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and equivalents and trade accounts receivable. The fair value of these financial instruments approximates book value at December 27, 2002 and December 28, 2001. The Company places its cash and equivalents with high credit quality institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation insurance limit; however, the Company believes that its credit risk exposure is not significant due to the high credit quality of the institutions. The Company routinely

assesses the financial strength of its customers, and generally does not require collateral. Also, due to the large number of customers and the widely dispersed geographic areas in which the Company’s businesses operate, the Company believes that its trade accounts receivable credit risk exposure is not significant; however, the Company does provide for doubtful accounts based on historical experience and when current market conditions indicate that collection of an amount is doubtful.

8. Capital Structure:

Common Stock

The Company has authorized 1,200,000 shares consisting of (i) 600,000 shares of Class A voting common stock, par value of one dollar ($1.00) per share, and (ii) 600,000 shares of Class B convertible restricted voting common stock, par value of one dollar ($1.00) per share. As of December 27, 2002, the Company had 500,019.91 issued and 488,691.64 outstanding shares of common stock with a par value of one dollar ($1.00) per share. Except with respect to voting rights, all shares of Class A and Class B convertible common stock are identical in all respects and entitle the holders thereof to the same rights, preferences and privileges, and are subject to the same qualifications, limitations and restrictions, all as described in the Company’s Certificate of Incorporation. The Credit Agreement contains certain restrictions on the payment of cash dividends.

The holders of Class A common stock are entitled to one vote per share on all matters voted on by the Company’s stockholders, and the holders of Class B convertible common stock are generally entitled to one vote per ten (10) shares held on any matters to be voted on the by the Company’s stockholders, with exceptions as noted in the Company’s Certificate of Incorporation. In addition, each share of Class B convertible common stock may be converted at any time into one share of Class A common stock at the option of the holder.

During 2002, the Company repurchased 1,477.60 shares of its Class A common stock. The shares were recorded as treasury stock at cost.

9. Income Taxes:

The provisions for income taxes are comprised of the following:

	Year ended December 27, 2002			Year ended December 28, 2001			Year ended December 29, 2000
Current:
U.S. Federal	$	2,158		$	1,124		$	—
Non-U.S.	4,246			4,011			5,699
State	754			357			277
	$	7,158		$	5,492		$	5,976

Deferred:
U.S. Federal	$	4,642		$	354		$	(67	)
Non-U.S.	(329		)	(75		)	(793		)
State	(39		)	(250		)	555
	$	4,274		$	29		$	(305	)

	$	11,432		$	5,521		$	5,671

The U.S. and non-U.S. components of earnings (loss) before income taxes are as follows:

	Year ended December 27, 2002		Year ended December 28, 2001		Year ended December 29, 2000

U.S.	$	19,734	$	2,064	$	(3,387	)
Non-U.S.	11,555		8,187		12,385
	$	31,289	$	10,251	$	8,998

Reconciliation of the differences between income taxes computed at the U.S. Federal statutory tax rate and the Company’s income tax provision follows:

	Year ended December 27, 2002			Year ended December 28, 2001			Year ended December 29, 2000

Tax at U.S. Federal statutory rate	$	10,952		$	3,588		$	3,149
State income taxes, net of U.S. Federal income tax benefit	262			(791		)	(121		)
Impact of non-U.S. tax rates, net	(65		)	150			142
Permanent differences (primarily goodwill amortization prior to 2002)	233			1,113			1,526
Valuation allowances for state taxes	219			893			1,037
Other, net	(169		)	568			(62		)
	$	11,432		$	5,521		$	5,671

At December 27, 2002 and December 28, 2001, the combined tax-effected temporary differences are as follows:

	Asset (Liability)
	December 27, 2002			December 28, 2001

Accrued expenses	$	2,075		$	2,135
Allowance for doubtful accounts	481			651
Book versus tax basis of inventory	343			276
Current, net	2,899			3,062

Book versus tax basis of depreciable assets	(17,120		)	(15,881		)
Net operating losses	5,047			8,614
Accrued pension liability	3,011			2,963
Valuation allowance	(2,744		)	(2,525		)
Other	(2,640		)	(2,848		)
Noncurrent, net	(14,446		)	(9,677		)
Total, net	$	(11,547	)	$	(6,615	)

Deferred taxes have not been provided on undistributed earnings of foreign subsidiaries, which are considered to be permanently invested. It is not practicable to estimate the amount of tax that might be payable on the eventual remittance of such earnings. In addition, an acquired subsidiary, Fabral, Inc., has U.S. operating tax loss carryforwards of approximately $5.4 million that are available to offset future taxable income and taxes. The tax carryforward benefits begin to expire in 2010. Internal Revenue Service code section 382 imposes an annual limitation on usage of approximately $4.0 million for the

Fabral net operating loss. The Company believes that this limitation will not affect its ability to utilize the net operating losses prior to expiration. In addition, the Company has state NOL carryforwards and capital loss carryforwards at December 27, 2002, substantially all of which are reserved with a valuation allowance. The Company’s valuation allowance was $2.7 million, $2.5 million and $1.6 million as of December 27, 2002, December 28, 2001 and December 29, 2000, respectively.

10. Comprehensive Income:

Accumulated other comprehensive income (loss) balances were as follows:

	December 27, 2002			December 28, 2001

Foreign currency translation adjustment	$	(1,132	)	$	(7,810	)
Accumulated derivative net losses, net of tax	(595		)	(365		)
Minimum pension liability, net of tax	(8,157		)	(7,052		)

	$	(9,884	)	$	(15,227	)

There were no tax effects related to the foreign currency translation adjustment component of other comprehensive loss for any year presented because the earnings of the subsidiaries are considered to be permanently invested (See Note 9). The tax effects related to the minimum pension liability component of other comprehensive income (loss) were $4.0 million for the year ended December 27, 2002, $3.1 million for the year ended December 28, 2001 and $970.3 thousand for the year ended December 29, 2000. The tax effects related to accumulated derivative net losses are disclosed in Note 7.

11. Employee Retirement Plans:

The Company maintains a variety of retirement plans as follows:

U.S. Plans:

Defined Benefit:

The Company maintains a non-contributory defined benefit pension plan covering substantially all U.S. hourly employees.

The following table sets forth the reconciliations of the projected benefit obligation and plan assets, the funded status of the plan and the amounts recognized in the Company’s consolidated balance sheets:

	Year ended December 27, 2002			Year ended December 28, 2001

Change in benefit obligation
Projected benefit obligation at beginning of year	$	2,142		$	1,704
Service cost	300			267
Interest cost	152			130
Plan amendments	—			19
Actuarial gain (loss)	203			147
Benefits paid	(119		)	(125		)
Projected benefit obligation at end of year	$	2,678		$	2,142
Accumulated benefit obligation	$	2,678		$	2,142

Change in plan assets
Fair value of plan assets at beginning of year	$	1,844		$	1,548
Actual loss on plan assets	(206		)	(70		)
Employer contributions	704			491
Benefits paid	(119		)	(125		)
Fair value of plan assets at end of year	$	2,223		$	1,844

Funded status	$	(455	)	$	(298	)
Unrecognized actuarial loss	1,115			562
Unrecognized prior service cost	214			235
Net amount recognized	$	874		$	499

Amounts recognized in the consolidated balance sheets
Accrued pension liability	$	(455	)	$	(298	)
Intangible asset	214			235
Accumulated other comprehensive loss	1,115			562
Net amount recognized in balance sheet	$	874		$	499

Weighted average assumptions used in the accounting for the plan include:

	December 27, 2002		December 28, 2001		December 29, 2000
Weighted-average assumptions
Discount rate	6.75	%	7.25	%	7.75	%
Expected long-term rate of return on plan assets	8.00	%	8.00	%	8.00	%

Net periodic pension costs for the plan include the following components:

	Year ended December 27, 2002			Year ended December 28, 2001			Year ended December 29, 2000
Components of net periodic pension cost
Service cost	$	300		$	267		$	308
Interest cost	152			130			107
Expected return on assets	(174		)	(138		)	(107		)
Amortization of prior service cost	21			21			20
Recognized actuarial net loss	29			—			—
Net periodic pension cost	$	328		$	280		$	328

Defined Contribution:

The Company maintains three defined contribution retirement and savings plans, which also allow the employees to contribute a percentage of their pretax and/or after-tax income in accordance with specified guidelines. The Company matches a certain percentage of employee pre-tax contributions up to certain limits. Further, the plans provide for discretionary contributions by the Company based on years of service and age. The Company’s expense for the years ended December 27, 2002, December 28, 2001, and December 29, 2000, was approximately $1.5 million, $1.5 million, and $1.0 million, respectively.

International Plans:

In addition to the above, the employees of Euramax Coated Products Limited and Ellbee Limited participate in a single employer pension plan (the “U.K. Plan”).

The following table sets forth the reconciliations of the projected benefit obligations and plan assets, the funded status of the U.K. Plan and amounts recognized in the Company’s consolidated balance sheets:

	Year ended December 27, 2002			Year ended December 28, 2001

Change in benefit obligation
Projected benefit obligation at beginning of year	$	22,032		$	16,835
Service cost	736			944
Interest cost	1,253			1,006
Employee contributions	318			198
Actuarial loss (gain)	(2,624		)	3,989
Benefits paid	(626		)	(491		)
Currency translation adjustment	2,161			(449		)
Projected benefit obligation at end of year	$	23,250		$	22,032
Accumulated benefit obligation at end of year	$	23,250		$	22,032

Change in plan assets
Fair value of plan assets at beginning of year	$	12,104		$	12,926
Actual loss on plan assets	(2,881		)	(1,297		)
Employer contributions	1,453			1,307
Employee contributions	318			198
Benefits paid	(626		)	(491		)
Administrative expenses	—			(164		)
Currency translation adjustment	1,257			(375		)
Fair value of plan assets at end of year	$	11,625		$	12,104

Funded status	$	(11,625	)	$	(9,928	)
Unrecognized actuarial net loss	11,383			9,317
Net amount recognized	$	(242	)	$	(611	)

Amounts recognized in the consolidated balance sheets
Accrued pension liability	$	(11,625	)	$	(9,928	)
Accumulated other comprehensive loss	11,383			9,317
Net amount recognized in balance sheet	$	(242	)	$	(611	)

The U.K. Plan has a significant unrecognized actuarial net loss. This amount is caused by losses on plan assets and other actuarial losses caused by other differences versus expectations. The Company's actuaries revised assumptions and demographic data in 2002 to reflect current expectations.

Weighted average assumptions used in the accounting for the U.K. plan include:

	2002		2001		2000
Weighted-average assumptions
Discount rate	6.00	%	6.25	%	6.25	%
Rate of compensation increases	3.75	%	4.00	%	3.50	%
Expected long-term rate of return on plan assets	7.50	%	7.50	%	7.50	%

Net periodic pension cost for the U.K. Plan includes the following components:

	Year ended December 27, 2002			Year ended December 28, 2001			Year ended December 29, 2000
Components of net periodic pension cost
Service cost	$	736		$	944		$	935
Interest cost	1,253			1,006			951
Expected return on assets	(989		)	(971		)	(1,017		)
Recognized actuarial net loss	349			201			—
Net periodic pension cost	$	1,349		$	1,180		$	869

Supplemental Executive Retirement Plan:

The Company has an unfunded supplemental retirement plan for members of management. At December 27, 2002 and December 28, 2001, the accrued liability for future benefits under the plan was $1.1 million and $820.0 thousand, respectively. Benefits expense for the plan totaled $314.5 thousand, $103.6 thousand and $104.5 thousand in 2002, 2001 and 2000, respectively.

12. Incentive Plans:

Incentive Compensation Plan

The Company has an incentive compensation plan that covers key employees. The costs of the plan are computed in accordance with a formula that incorporates EBITDA (defined in Note 6) and return on average net assets. Costs of the plan for the years ended December 27, 2002, December 28, 2001, and December 29, 2000, were approximately $3.7 million, $2.8 million, and $0.4 million, respectively.

Long-Term Incentive Plan

In 1998, the Company established the Euramax International 1999 Phantom Stock Plan (the “Plan”) which was effective January 1, 1999. The purpose of the Plan is to link the interests of the participants to those of the Company’s shareholders through compensation that is tied to the increase in the equity value of the Company over the long term. Participation in the Plan is limited to key executives and certain other management employees as approved, from time to time, by a Committee selected by the President.

The Plan provides for one-time awards of phantom shares to selected participants. A phantom share is a unit equal to 4% of the equity value of the Company, as defined by the Plan, divided by 40,000 (the maximum number of phantom shares that may be awarded to participants under the Plan). A phantom share entitles the participant to receive compensation equal to the value of a phantom share when fully vested, minus the value of a phantom share at the date of grant, all as defined by the Plan. On January 1, 1999, 36,000 of the phantom shares were granted, of which 31,385 shares and 31,390 shares remain outstanding as of December 27, 2002 and December 28, 2001, respectively. Compensation expense accrues in the period from the date of grant to the date fully vested, adjusted for changes in the value of the phantom shares. Compensation expense in connection with the Plan of $2.2 million was recorded in 2002. No amounts were recorded during fiscal years 2001 or 2000 because the value of a phantom share as of December 28, 2001 and December 29, 2000 was less than the value on the date of grant. The awards become fully vested on the earlier of a change in control; a listing of the Company’s shares; the death, disability or retirement of the participant; or December 31, 2003. Compensation will be paid out in four equal payments during the first quarter of 2004 through 2007, unless there is a change in control; a listing of the Company’s shares; or the death, disability or retirement of the participant; in which case the compensation will be paid out sooner.

13. Commitments and Contingencies:

Minimum commitments under long-term noncancelable operating leases, principally for operating and office facilities at December 27, 2002 were as follows:

2003	$	6,061
2004	4,495
2005	3,008
2006	1,716
2007	962
Thereafter	1,044
	$	17,286

Rent expense amounted to $6.8 million, $5.5 million and $5.7 million for the years ended December 27, 2002, December 28, 2001 and December 20, 2000, respectively.

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 is not estimable individually or in the aggregate, but would not reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company and its subsidiaries taken as a whole.

Environmental Matters

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

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

Company establishes reserves for remedial measures required from time to time at its own facilities. Management believes that the reasonably probable outcomes of these matters will not be material. 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, the Company was indemnified by Alumax for substantially all of its costs, if any, related to specifically identified environmental matters arising prior to the closing date of the acquisition during the period of time it was owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the remediation of certain specified existing National Priorities List (“NPL”) sites for which the Company had been named a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Information System (“CERCLA”) as of the closing date of the acquisition, as well as certain potential costs for sites listed on state hazardous cleanup lists. The Company does not believe that it has any significant probable liability for environmental claims. Further, the Company believes it to be unlikely that the Company would be required to bear environmental costs in excess of its pro rata share of such costs as a potentially responsible party at any site.

14. Segment Information:

The Company’s reportable segments have been aggregated according to manufacturing process with similar economic characteristics and are as follows:

European roll coating–The European roll coating facilities primarily apply a variety of liquid (primarily paint) coatings to bare aluminum or steel coil, providing a baked-on finish. The facilities also fabricate panels for the recreational vehicle industry.

U.S. fabrication–The U.S. fabrication facilities primarily process coated coil through slitting operations which cut the coils into more narrow widths. The cut coils then undergo a variety of downstream production processes which further fabricate the aluminum and steel sheet to form the desired product. The predominant fabricating activity is rollforming, which begins with steel or aluminum and results in the production of gutters, roofing, siding, soffit, fascia, trim, and other products. In addition, the facilities laminate fiberglass and aluminum products by adhering fiberglass sheet to wood or other solid substrates and fabricate windows from vinyl extrusions and glass. Three of the U.S. facilities also have roll coating facilities for internal processing. The facilities utilize distribution facilities located strategically throughout the U.S.

European fabrication–The predominant fabricating activity begins with aluminum extrusions and glass which are welded and glazed and that result in the production of windows, doors, shower enclosures, sunroofs and other products.

The accounting policies of the segments are the same as those described in Note 2, “Summary of Significant Accounting Policies.” Segment data includes intersegment revenues. The Company evaluates the performance of its segments and allocates resources to them based primarily on EBITDA.

The Company is organized primarily on the basis of eight operating subsidiaries. Two of the subsidiaries have been aggregated into the “European roll coating” segment, the four U.S. subsidiaries have been aggregated into the “U.S. fabrication” segment, and two of the European subsidiaries have been aggregated into the “European fabrication” segment. The table below presents information about reported segments for the fiscal years ended December 27, 2002, December 28, 2001, and December 29, 2000:

	Year ended December 27, 2002			Year ended December 28, 2001			Year ended December 29, 2000

Sales
European Roll Coating	$	131,154		$	129,824		$	144,266
U.S. Fabrication	440,902			406,834			399,538
European Fabrication	69,705			58,891			58,991
Total segment sales	641,761			595,549			602,795

Eliminations	(2,612		)	(2,432		)	(3,316		)
Consolidated net sales	$	639,149		$	593,117		$	599,479

EBITDA
European Roll Coating	$	15,639		$	14,649		$	19,492
U.S. Fabrication	45,848			34,699			25,698
European Fabrication	7,815			7,195			7,110
Total EBITDA for reportable segments	$	69,302		$	56,543		$	52,300

Expenses that are not segment specific	(1,297		)	(3,479		)	(863		)
Depreciation and amortization	(13,968		)	(17,555		)	(16,569		)
Interest expense, net	(22,748		)	(25,258		)	(25,870		)
Consolidated net earnings before income taxes	$	31,289		$	10,251		$	8,998

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 assessing their performance.

The following table reflects revenues from external customers by groups of similar products for the years ended December 27, 2002, December 28, 2001, and December 29, 2000:

Customers/Markets	Primary Products	Year ended December 27, 2002		Year ended December 28, 2001		Year ended December 29, 2000

Original Equipment Manufacturers (“OEMs”)	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; RV doors, windows and roofing; and composite building panels	$	264,447	$	241,314	$	265,806

Rural Contractors	Steel and aluminum roofing and siding	130,758		120,082		115,197

Home Centers	Raincarrying systems, roofing accessories, windows, doors and shower enclosures	129,943		130,539		112,205

Manufactured Housing	Steel siding and trim components	19,373		24,359		34,514

Distributors	Metal coils, raincarrying systems and roofing accessories	25,611		14,215		14,935

Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories	17,063		17,928		19,401

Home Improvement Contractors	Vinyl replacement windows; metal coils, raincarrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings	51,954		44,680		37,421
		$	639,149	$	593,117	$	599,479

The following table reflects goodwill balances and activity by reportable segment for the years ended December 27, 2002 and December 28, 2001:

	European Roll Coating			U.S. Fabrication			European Fabrication			Total

Balance at December 29, 2000	$	18,259		$	89,354		$	5,711		$	113,324

Amortization	(721		)	(3,839		)	(215		)	(4,775		)
Foreign exchange translation	(1,126		)	—			(165		)	(1,291		)
Balance at December 28, 2001	16,412			85,515			5,331			107,258

Foreign exchange translation	2,975			—			566			3,541
Balance at December 27, 2002	$	19,387		$	85,515		$	5,897		$	110,799

The following table reflects sales and long-lived asset information by geographic area as of and for the years ended December 27, 2002, December 28, 2001, and December 29, 2000:

	Sales
	Year ended December 27, 2002		Year ended December 28, 2001		Year ended December 29, 2000

United States	$	440,901	$	406,799	$	399,536
The Netherlands	84,388		82,614		86,324
United Kingdom	79,293		74,579		85,392
Other non-U.S.	34,567		29,125		28,227
	$	639,149	$	593,117	$	599,479

	Long-Lived Assets
	December 27, 2002		December 28, 2001

United States	$	138,917	$	142,486
The Netherlands	41,756		35,878
United Kingdom	37,840		38,244
Other non-U.S.	9,237		8,169
	$	227,750	$	224,777

Non-U.S. revenue is based on the country in which the legal subsidiary is domiciled. The Company’s largest customer accounted for 11.8% of 2002 net sales and 12.9% of 2001 net sales. This customer is

included in the Company’s U.S. Fabrication segment. As of December 27, 2002, this customer had an outstanding trade receivable balance of $7.1 million. No other customer represented greater than ten percent of the Company’s revenues in any period presented.

15. Supplemental Consolidated Financial Statements:

On September 25, 1996, Euramax purchased the Company from Alumax. The Acquisition was financed, in part, through 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 UK, 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 December 27, 2002 and December 28, 2001, and for the years ended December 27, 2002, December 28, 2001 and December 29, 2000 reflect the financial position, results of operations, and cash flows of each of the Parent Guarantor, the Co-Obligors, and such combined information of the Guarantor Subsidiaries and the non-guarantor subsidiaries, principally the operating subsidiaries, (collectively, the “Non-Guarantor Subsidiaries”). The Co-Obligors and Guarantors are wholly-owned subsidiaries of Euramax and are each jointly, severally, fully, and unconditionally liable under the Notes. Separate complete financial statements of each Co-Obligor and Guarantor are not presented because management has determined that they are not material to investors.

	Year ended December 27, 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	$	—		$	—		$	—		$	—		$	—		$	639,149		$	—		$	639,149

Costs and expenses:
Cost of goods sold	—			—			—			—			—			508,254			—			508,254
Selling and general	2,039			265			—			1			(286		)	61,574			—			63,593
Depreciation and amortization	—			—			—			—			51			13,917			—			13,968
(Loss) earnings from operations	(2,039		)	(265		)	—			(1		)	235			55,404			—			53,334

Equity in earnings (loss) of subsidiaries	25,793			7,846			(1,306		)	7,408			31,315			—			(71,056		)	—
Interest expense, net	(6,133		)	—			(738		)	(208		)	(10,111		)	(5,558		)	—			(22,748		)
Other income (expense), net	—			—			2,862			235			—			(2,394		)	—			703
Earnings before income taxes	17,621			7,581			818			7,434			21,439			47,452			(71,056		)	31,289
(Benefit) provision for income taxes	(2,236		)	(80		)	637			7			(4,353		)	17,457			—			11,432
Net earnings	$	19,857		$	7,661		$	181		$	7,427		$	25,792		$	29,995		$	(71,056	)	$	19,857

	Year ended 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

Net sales	$	—		$	—		$	—		$	—		$	—		$	593,117		$	—		$	593,117

Costs and expenses:
Cost of goods sold	—			—			—			—			—			477,870			—			477,870
Selling and general	1,251			336			—			—			(1,321		)	58,964			—			59,230
Depreciation and amortization	—			—			—			—			346			17,209			—			17,555
(Loss) earnings from operations	(1,251		)	(336		)	—			—			975			39,074			—			38,462

Equity in earnings (loss) of subsidiaries	9,122			4,563			(1,278		)	6,683			18,648			—			(37,738		)	—
Interest expense, net	(5,484		)	(99		)	(419		)	(268		)	(12,800		)	(6,188		)	—			(25,258		)
Other (expense) income, net	(19		)	(9		)	(810		)	(118		)	(2,616		)	619			—			(2,953		)
Earnings (loss) before income taxes	2,368			4,119			(2,507		)	6,297			4,207			33,505			(37,738		)	10,251
(Benefit) provision for income taxes	(2,362		)	(133		)	(369		)	(105		)	(4,915		)	13,405			—			5,521
Net earnings (loss)	$	4,730		$	4,252		$	(2,138	)	$	6,402		$	9,122		$	20,100		$	(37,738	)	$	4,730

	Year ended December 29, 2000
	Euramax International Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals

Net sales	$	—		$	—		$	—		$	—		$	—		$	599,479		$	—		$	599,479

Costs and expenses:
Cost of goods sold	—			—			—			—			389			493,941			—			494,330
Selling and general	1,515			496			—			—			(918		)	53,382			—			54,475
Depreciation and amortization	—			—			—			—			364			16,205			—			16,569
(Loss) earnings from operations	(1,515		)	(496		)	—			—			165			35,951			—			34,105

Equity in earnings of subsidiaries	6,102			7,848			45			13,746			7,551			—			(35,292		)	—
Interest expense, net	(2,106		)	(99		)	(420		)	(490		)	(1,730		)	(21,025		)	—			(25,870		)
Other income (expense), net	—			65			(2,152		)	(6,178		)	(262		)	9,290			—			763
Earnings (loss) before income taxes	2,481			7,318			(2,527		)	7,078			5,724			24,216			(35,292		)	8,998
(Benefit) provision for income taxes	(846		)	(159		)	(745		)	(2,302		)	(376		)	10,099			—			5,671
Net earnings (loss)	$	3,327		$	7,477		$	(1,782	)	$	9,380		$	6,100		$	14,117		$	(35,292	)	$	3,327

	As of December 27, 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	$	—		$	—		$	1		$	1		$	181		$	11,463		$	—		$	11,646
Accounts receivable, net	—			14			—			—			121			88,373			—			88,508
Inventories	—			—			—			—			—			78,480			—			78,480
Deferred income taxes	508			—			—			—			—			3,396			—			3,904
Other current assets	—			—			—			—			308			869			—			1,177
Total current assets	508			14			1			1			610			182,581			—			183,715
Property, plant and equipment, net	—			—			—			—			179			111,858			—			112,037
Amounts due from affiliates	102,124			77,552			55,022			—			150,838			70,425			(455,961		)	—
Goodwill, net	—			—			—			—			7,799			103,000			—			110,799
Investment in consolidated subsidiaries	153,844			34,800			(20,675		)	41,906			213,277			—			(423,152		)	—
Deferred income taxes	—			—			1,040			—			60			3,875			—			4,975
Other assets	—			1,260			350			379			1,357			1,568			—			4,914
	$	256,476		$	113,626		$	35,738		$	42,286		$	374,120		$	473,307		$	(879,113	)	$	416,440
	LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Cash overdrafts	$	—		$	—		$	—		$	—		$	(181	)	$	2,061		$	—		$	1,880
Accounts payable	—			—			—			—			159			56,945			—			57,104
Accrued expenses	767			57			—			—			3,948			23,385						28,157
Accrued interest payable	1,047			1,986			962			—			234			49			—			4,278
Income taxes payabale	(3,036		)	(1,793		)	(1,120		)	(7,230		)	(8,989		)	22,979			—			811
Deferred income taxes	—			—			—			—			184			821			—			1,005
Total current liabilities	(1,222		)	250			(158		)	(7,230		)	(4,645		)	106,240			—			93,235
Long-term debt, less current maturities	37,216			70,605			27,179			—			31,700			30,272			—			196,972
Amounts due to affiliates	133,239			14,826			22,117			3,548			189,197			93,034			(455,961		)	—
Deferred income taxes	614			—			—			—			798			18,009			—			19,421
Other liabilities	—			—			—			—			3,229			17,364			—			20,593
Total liabilities	169,847			85,681			49,138			(3,682		)	220,279			264,919			(455,961		)	330,221
Shareholders’equity:
Class A common stock - $.01 par value; 600,000 shares authorized, 455,673.11 issued and 444,344.84 outstanding	456			2			78			23			35,001			6,835			(41,939		)	456
Class B convertible common stock - $.01 par value; 600,000 shares authorized, 44,346.80 issued and outstanding	44			—			—			—			—			—			—			44
Additional paid-in capital	65,218			20,726			6,922			9,077			78,485			369,643			(496,851		)	53,220
Treasury stock	(2,056		)	—			—			—			—			—			—			(2,056		)
Retained earnings (deficit)	27,652			15,384			(12,501		)	36,367			45,225			(149,823		)	82,135			44,439
Dividends declared	—			—			—			—			—			(10,415		)	10,415			—
Accumulated other comprehensive loss	(4,685		)	(8,167		)	(7,899		)	501			(4,870		)	(7,852		)	23,088			(9,884		)
Total shareholders’ equity	86,629			27,945			(13,400		)	45,968			153,841			208,388			(423,152		)	86,219
	$	256,476		$	113,626		$	35,738		$	42,286		$	374,120		$	473,307		$	(879,113	)	$	416,440

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
Deferred income taxes	321			—			—			—			—			3,588			—			3,909
Other current assets	—			—			—			—			600			811			—			1,411
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	38			108			—			—			2,227			17,327			—			19,700
Accrued interest payable	1,009			1,986			800			—			627			114			—			4,536
Income taxes payabale	(2,395		)	(1,740		)	(1,440		)	(6,129		)	(6,556		)	20,858			—			2,598
Deferred income taxes	—			—			—			—			189			658			—			847
Current maturities of long-term debt	—			—			—			—			—			—			—			—
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:
Class A common stock - $.01 par value; 600,000 shares authorized, 455,673.11 issued and 445,822.44 outstanding	456			2			78			23			35,001			6,835			(41,939		)	456
Class B convertible common stock - $.01 par value; 600,000 shares authorized, 44,346.80 issued and outstanding	44			—			—			—			—			—			—			44
Additional paid-in capital	65,218			20,726			6,922			9,077			78,485			369,643			(496,851		)	53,220
Treasury stock	(1,581		)	—			—			—			—			—			—			(1,581		)
Retained earnings (deficit)	7,795			7,723			(12,682		)	28,940			19,433			(12,104		)	(14,523		)	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

	Year ended December 27, 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
Cash flows from operating activities:

Net earnings (loss)	$	19,857		$	7,661		$	181		$	7,427		$	25,792		$	29,995		$	(71,056	)	$	19,857
Reconciliation of net earnings to cash (used in) provided by operating activities:
Depreciation and amortization	—			—			—			—			51			13,917			—			13,968
Amortization of deferred financing fees	—			336			88			91			412			392			—			1,319
Provision for doubtful accounts	—			—			—			—			—			(177		)	—			(177		)
Foreign exchange (gain) loss	—			—			(2,862		)	(235		)	—			2,301						(796		)
Loss on sale of assets	—			—			—			—			—			552			—			552
Deferred income taxes	229			—			—			—			(324		)	4,369			—			4,274
Dividends received	—			—			—			—			10,415			—			(10,415		)	—
Equity in (earnings) loss of subsidiaries	(25,793		)	(7,846		)	1,306			(7,408		)	(31,315		)	—			71,056			—
Changes in operating assets and liabilities	(140		)	(103		)	530			7			1,692			(15,565		)	—			(13,579		)
Net cash (used in) provided by operating activities	(5,847		)	48			(757		)	(118		)	6,723			35,784			(10,415		)	25,418

Cash flows from investing activites:
Proceeds from sale of assets	—			—			—			—			—			492			—			492
Capital expenditures	—			—			—			—			(183		)	(8,080		)	—			(8,263		)
Net cash used in investing activities	—			—			—			—			(183		)	(7,588		)	—			(7,771		)

Cash flows from financing activities:
Changes in cash overdrafts	—			—			—			—			177			284			—			461
Net (repayment) borrowings on revolving credit facility	—			—			—			—			27,200			(3,392		)	—			23,808
Repayment of long-term debt	—			—			—			—			(33,910		)	(5,042		)	—			(38,952		)
Proceeds from settlement of currency agreements	—			—			—			—			—			2,790			—			2,790
Dividends paid	—			—			—			—			—			(10,415		)	10,415			—
Deferred financing fees	—			—			—			—			(931		)	(599		)	—			(1,530		)
Purchase of treasury stock	(475		)	—			—			—			—			—			—			(475		)
Due to/from parent affiliate	6,322			(48		)	618			(213		)	1,094			(7,773		)	—			—
Net cash provided by (used in) financing activities	5,847			(48		)	618			(213		)	(6,370		)	(24,147		)	10,415			(13,898		)

Effect of exchange rate changes on cash	—			—			140			238			—			1,622			—			2,000
Net increase (decrease) in cash and equivalents	—			—			1			(93		)	170			5,671			—			5,749
Cash and equivalents at beginning of period	—			—			—			94			11			5,792						5,897
Cash and equivalents at end of period	$	—		$	—		$	1		$	1		$	181		$	11,463		—			$	11,646

Supplemental cash flow information:
Income taxes paid, net	4,354			—			—			—			(62		)	5,179			—			9,471
Interest paid, net	4,187			7,943			3,461			—			3,107			2,260			—			20,958

	Year ended 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
Cash flows from operating activities:

Net earnings (loss)	$	4,730		$	4,252		$	(2,138	)	$	6,402		$	9,122		$	20,100		$	(37,738	)	$	4,730
Reconciliation of net earnings to cash (used in) provided by operating activities:
Depreciation and amortization	—			—			—			—			346			17,209			—			17,555
Amortization of deferred financing fees	—			237			84			87			389			336			—			1,133
Provision for doubtful accounts	—			—			—			—			—			1,763			—			1,763
Foreign exchange (gain) loss	19			9			811			118			—			(1,161		)				(204		)
Loss on sale of assets	—			—			—			—			—			124			—			124
Deferred income taxes	33			—			—			—			149			(153		)	—			29
Dividends received	—			—			—			294			167,428			—			(167,722		)	—
Equity in (earnings) loss of subsidiaries	(9,122		)	(4,563		)	1,278			(6,683		)	(18,648		)	—			37,738			—
Changes in operating assets and liabilities	509			163			(362		)	(7,245		)	(929		)	18,235			—			10,371
Net cash (used in) provided by operating activities	(3,831		)	98			(327		)	(7,027		)	157,857			56,453			(167,722		)	35,501

Cash flows from investing activites:
Proceeds from sale of assets	—			—			—			—			—			1,164			—			1,164
Capital expenditures	—			—			—			—			—			(8,321		)	—			(8,321		)
Contributed capital to subsidiaries	—			—			—			—			(212,069		)	—			212,069			—
Net cash used in investing activities	—			—			—			—			(212,069		)	(7,157		)	212,069			(7,157		)

Cash flows from financing activities:
Changes in cash overdrafts	—			—			—			—			(172		)	(118		)	—			(290		)
Net (repayment) borrowings on revolving credit facility	—			—			—			—			(6,300		)	3,526			—			(2,774		)
Repayment of long-term debt	—			—			—			—			(21,358		)	(1,631		)	—			(22,989		)
Dividends paid	—			—			—			—			—			(167,722		)	167,722			—
Payment to terminate interest rate swap	—			—			—			—			(3,160		)	—			—			(3,160		)
Deferred financing fees	—			—			—			—			(405		)	—			—			(405		)
Contributed capital from parent	—			—			—			—			—			212,069			(212,069		)	—
Due to/from parent affiliate	3,831			(98		)	346			7,226			85,591			(96,896		)	—			—
Net cash provided by (used in) financing activities	3,831			(98		)	346			7,226			54,196			(50,772		)	(44,347		)	(29,618		)

Effect of exchange rate changes on cash	—			—			(19		)	(105		)	—			(839		)	—			(963		)
Net increase (decrease) in cash and equivalents	—			—			—			94			(16		)	(2,315		)	—			(2,237		)
Cash and equivalents at beginning of period	—			—			—			—			27			8,107						8,134
Cash and equivalents at end of period	$	—		$	—		$	—		$	94		$	11		$	5,792		—			$	5,897

Supplemental cash flow information:
Income taxes paid, net	—			—			—			—			296			9,216			—			9,512
Interest paid, net	3,900			7,943			3,191			286			4,062			3,008			—			22,390

	Year ended December 29, 2000
	Euramax International Inc. (Parent Guarantor)				Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Cash flows from operating activities:

Net earnings (loss)	$		3,327		$	7,477		$	(1,782	)	$	9,380		$	15,480		$	14,117		$	(44,672	)	$	3,327
Reconciliation of net earnings to cash (used in) provided by operating activities:
Depreciation and amortization	—				—			—			—			364			16,205			—			16,569
Amortization of deferred financing fees	—				236			88			89			435			334			—			1,182
Provision for doubtful accounts	—				—			—			—			—			542			—			542
Foreign exchange loss (gain)	—				—			2,152			6,178			—			(8,330		)	—			—
Gain on sale of assets	—				—			—			—			—			(1,108		)	—			(1,108		)
Deferred income taxes	(846			)	—			—			—			257			284			—			(305		)
Dividends received	—				—			—			6,485			—			—			(6,485		)	—
Equity in earnings of subsidiaries	(6,102			)	(7,848		)	(45		)	(13,746		)	(16,931		)	—			44,672			—
Changes in operating assets and liabilities	(2,786			)	771			(2,881		)	(2,699		)	9,254			6,221			—			7,880
Net cash (used in) provided by operating activities	(6,407			)	636			(2,468		)	5,687			8,859			28,265			(6,485		)	28,087

Cash flows from investing activites:
Proceeds from sale of assets	—				—			—			—			—			409			—			409
Purchases of businesses	—				—			—			—			—			(45,777		)	—			(45,777		)
Capital expenditures	—				—			—			—			(28		)	(9,678		)	—			(9,706		)
Net cash used in investing activities	—				—			—			—			(28		)	(55,046		)	—			(55,074		)

Cash flows from financing activities:
Changes in cash overdrafts	—				—			—			—			1,845			(2,146		)	—			(301		)
Net (repayment) borrowings on revolving credit facility	—				—			—			—			(19,200		)	272			—			(18,928		)
Repayment of long-term debt	—				—			—			—			(5,839		)	(624		)	—			(6,463		)
Proceeds from long-term debt	37,216				—			—			(37,216		)	40,000			—			—			40,000
Dividends paid	—				—			—			—			—			(6,485		)	6,485			—
Proceeds from settlement of currency agreements	—				—			—			—			—			10,020			—			10,020
Deferred financing fees	—				—			—			—			—			(1,000		)	—			(1,000		)
Purchases of treasury stock	(1,581			)	—			—			—			—			—			—			(1,581		)
Contributed capital from parent	—				—			—			—			(45,015		)	45,015			—			—
Due to/from parent affiliate	(29,228			)	(636		)	356			34,608			17,868			(22,968		)	—			—
Net cash provided by (used in) financing activities	6,407				(636		)	356			(2,608		)	(10,341		)	22,084			6,485			21,747

Effect of exchange rate changes on cash	—				—			2,112			(3,079		)	—			956			—			(11		)
Net decrease in cash and equivalents	—				—			—			—			(1,510		)	(3,741		)	—			(5,251		)
Cash and equivalents at beginning of period	—				—			—			—			1,537			11,848						13,385
Cash and equivalents at end of period	$	—			$	—		$	—		$	—		$	27		$	8,107		—			$	8,134

Supplemental cash flow information:
Income taxes paid, net	—				—			—			2,965			(520		)	793			—			3,238
Interest paid, net	—				—			3,367			3,051			15,671			2,305			—			24,394

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None

Part III

Item 10. Directors, Executive Officers and Key Management

The following sets forth certain information with respect to the persons who are members of the Board of Directors, executive officers and key management of the Company and its subsidiaries.

Name	Age	Position

J. David Smith	54	Chief Executive Officer, President and Chairman

Mitchell B. Lewis	40	Executive Vice President and Corporate Business
		Development Director

Neil E. Bashore	54	Executive Vice President

Jo Cuypers	62	Executive Vice President

R. Scott Vansant	40	Vice President, Secretary and Chief Financial Officer

Scott R. Anderson	40	President - Amerimax Building Products, Inc.

Dudley Rowe	44	President - Amerimax Home Products, Inc.

Rob Dresen	48	Managing Director - Euramax Coated Products B.V.

David C. Pugh	53	Managing Director - Ellbee Limited

Aloyse Wagener	55	Managing Director - Euramax Industries S.A.

Nick E. Dowd	45	President - Fabral, Inc.

Stuart M. Wallis	57	Director

Joseph M. Silvestri	41	Director

Richard E. Mayberry, Jr.	49	Director

Ronald A. Collins	31	Director

Rolly van Rappard	41	Director

Paul E. Drack	75	Director

J. David Smith has been Chief Executive Officer and a Director of the Company since September 1996. In March 2002, Mr. Smith was named Chairman of the Board of Directors. Mr. Smith’s career in the fabricated products industry spans thirty years, starting with various operational responsibilities with Howmet Aluminum Corp. (“Howmet Aluminum”). In 1983, Mr. Smith joined Alumax as General Manager of the Building Specialties Division and became President of Alumax Home and Specialty Products Group in 1988. Mr. Smith became President of Amerimax Fabricated Products in 1990 and was appointed a Vice President of Alumax in 1994.

Mitchell B. Lewis became Executive Vice President of the Company in October 1998, Corporate

Development Director in June 1998 and served as Group Vice President of Amerimax Building Products, Inc. and Fabral, Inc. since 1997. Prior to being appointed Group Vice President, he was President and General Manager of Amerimax Building Products, Inc. from 1993 to 1997 and Assistant General Manager of Amerimax Building Products, Inc. from 1991 to 1993. Prior to 1991, Mr. Lewis served as corporate counsel with Alumax, and, prior to joining Alumax, he practiced law, specializing in mergers and acquisitions.

Neil E. Bashore became Executive Vice President of the Company in October 1999. Prior to being appointed Executive Vice President, Mr. Bashore was President and General Manager of Amerimax Home Products, Inc. from 1996 to 1999. From 1993 to 1996, Mr. Bashore served as General Manager of Amerimax Home Products, Inc. From 1981 to 1993, Mr. Bashore served as Manufacturing Manager of Amerimax Home Products, Inc. and has served in other management positions with the Company since 1975. Mr. Bashore retired from the Company in January 2003.

Jo Cuypers became Executive Vice President of the Company in January 2001. Prior to being appointed Executive Vice President, Mr. Cuypers served as Managing Director of Euramax Coated Products B.V. from 1979 to 2000. Mr. Cuypers joined Euramax Coated Products B.V. in 1970 and has served as production team leader, production and material manager, production director and general manager. Including his service with other companies prior to joining Euramax Coated Products BV, Mr. Cuypers has over 40 years of industry experience.

R. Scott Vansant became Chief Financial Officer of the Company in July 1998 and Vice President and Secretary in September 1996. He joined Alumax in 1991. From 1995 to 1996, Mr. Vansant served as Director of Internal Audit for Alumax. Mr. Vansant also served in various operational positions with Alumax Building Products, Inc., including serving as Controller of the division from 1993 to 1995. Prior to 1991, Mr. Vansant worked as a Certified Public Accountant for Ernst & Young LLP.

Scott R. Anderson became President of Amerimax Building Products, Inc. in October 1998. Mr. Anderson has served in various financial and operational roles since joining the Company in 1987, including Operations Manager (1997 to 1998) and Controller (1995 to 1997) of Amerimax Building Products, Inc.

Dudley Rowe became President of Amerimax Home Products, Inc. in October 1999. Mr. Rowe has served in various sales and operational roles since joining the Company in October 1980, including Sales Manager of Amerimax Home Products, Inc. from 1988 to 1999.

Rob Dresen became managing Director of Euramax Coated Products B.V. in January 2001. Mr. Dresen joined Euramax Coated Products BV in 1993 as Sales and Marketing Director. Prior to joining Euramax Coated Products B.V., Mr. Dresen spent 14 years in sales and marketing management for such international companies as Stork Screens International and Akrosit Europe.

Aloyse R. Wagener joined Euramax Industries S.A. in July 1992 as Managing Director. From 1989 to 1992, Mr. Wagener was Managing Director of Para-Press in Luxembourg. Prior to 1989, Mr. Wagener held several positions with Para-Press, including Purchasing Director and Sales Director.

David C. Pugh has been Managing Director of Ellbee Limited since 1996. Prior to the Acquisition, Mr. Pugh held several positions with Alumax, including Sales Director and Production Director of Ellbee Limited.

Nick E. Dowd became President of Fabral, Inc. in July 2000. Mr. Dowd served as Controller of Amerimax Building Products, Inc. from 1998 to 2000. Prior to 1998, Mr. Dowd served as Divisional President and General Manager for Waste Management, Inc.

Stuart M. Wallis became a director of the Company and non-executive chairman of the Board of Directors in February 1997. Mr. Wallis stepped down as non-executive chairman in March 2002. Mr. Wallis served as Chief Executive for Fisons plc from 1994 to 1995 and is currently Chairman of Communisis plc and Protherics plc, in addition to a number of private companies.

Joseph M. Silvestri became a director of the Company upon consummation of the Transactions. Mr. Silvestri has been employed by Citicorp Venture Capital, Ltd. since 1990 and has been a Vice President since 1995. Mr. Silvestri is a director of Delco Remy, MacDermid and Triumph Group.

Richard E. Mayberry, Jr. became a director of the Company in January 2002. Mr. Mayberry has been employed by Citicorp Venture Capital, Ltd. since 1984 and has been a Managing Director of Citicorp Capital Investors, Ltd. since 1994. Mr. Mayberry is a director of a number of private companies.

Ronald A. Collins became a director of the Company in November 2000. Mr. Collins has been employed by CVC Capital Partners, Ltd. since 1999, and is currently an Investment Director. Mr. Collins is a director of Kalle Nalo and received his M.B.A. from Northwestern University’s Kellogg Graduate School of Management.

Rolly van Rappard became a director of the Company upon consummation of the Transactions. Mr. van Rappard has been employed by CVC Capital Partners B.V. since 1988. He has been a Managing Director since 1993 and Managing Partner since 2001. Mr. van Rappard is currently a director of, among other companies, Kappa Holding, Wavin and Veen Bosch & Keuning B.V.

Paul E. Drack became a director of the Company in December 1996. Mr. Drack retired from AMAX Inc. in December 1993 after serving as President and Chief Operating Officer from 1991. From 1985 to 1991, Mr. Drack was employed in various positions with Alumax Inc. serving as President and Chief Executive Officer from 1986 to 1991.

See “Item 13. Certain Relationships and Related Transactions - Shareholders Agreement and Articles of Association” below for more information on agreements regarding election of directors. Mr. van Rappard and Mr. Collins are nominees of CVC European Equity Partners, L.P. Mr. Silvestri and Mr. Mayberry are nominees of Citicorp Venture Capital, Ltd.

Item 11. Executive Compensation

The following table sets forth the aggregate compensation earned by the Company’s executive officers that earned $100,000 or more during the year ended December 27, 2002.

Summary Compensation Table

	Annual Compensation
Name and Principal Position	Year	Salary		Bonus		All Other Compensation

J. David Smith, Chief Executive Officer, President	2002	$	431,250	$	409,312	$	93,388
and Director	2001	395,000		304,059		90,491
	2000	358,750		—		57,126

Jo Cuypers, Executive Vice President	2002	164,981		87,307		52,202
	2001	138,423		56,500		122,166
	2000	129,663		38,967		64,206

Mitchell B. Lewis, Executive Vice President and	2002	245,000		182,901		12,022
Corporate Business Development Director	2001	226,500		139,453		10,635
	2000	198,000		—		6,986

Neil E. Bashore, Executive Vice President	2002	190,000		148,560		249,204
	2001	182,500		112,363		40,944
	2000	165,000		—		143,906

R. Scott Vansant, Vice President, Secretary and	2002	206,000		153,786		11,934
Chief Financial Officer	2001	189,250		116,519		10,555
	2000	166,250		—		6,451

(1) Excludes certain perquisites received which do not exceed the lessor of $50,000 or ten percent of any named executive officer’s salary and bonus.

(2) All other compensation for 2002 consists of the Company’s matching contributions to the defined contribution plan, term life insurance, discretionary Company contributions to the defined contribution plan based on age and years of service, and amounts earned for the Supplemental Executive Retirement Plan (“SERP”) as follows: J. David Smith earned $11,099 for term life insurance, $17,500 for the defined contribution plan and $64,789 for the SERP; Jo Cuypers earned $52,202 for term life insurance; Mitchell B. Lewis earned $522 for term life insurance and $11,500 for the defined contribution plan; Neil Bashore earned $911 for term life insurance, $16,900 for the defined contribution plan and $231,393 for the SERP; R. Scott Vansant earned $434 for term life insurance and $11,500 for the defined contribution plan.

The Company has not granted any options or stock appreciation rights.

Retirement Plans

See Note 11 to the Consolidated Financial Statements for a description of the Company’s retirement plans. Additionally, the Company maintains an unfunded supplemental executive retirement plan (the “SERP”) for Mr. Smith and Mr. Bashore that is designed to supplement benefits payable under other plans of the Company. The participants may elect to receive benefits in the form of a lump sum, which is the value equivalent of a life annuity, or a life annuity. The life annuity, paid annually, is $110,000 for Mr. Smith, and $40,000 for Mr. Bashore upon retirement at age 62. Annual benefits payable under the SERP are reduced for participants retiring before age 62. A participant’s benefits under the SERP are not vested until the earlier of the date the executive attains age 52, dies, becomes totally and permanently disabled, or the occurrence of a change in control. If the employment of Mr. Smith or Mr. Bashore with the Company terminates, for any reason, before his benefits have vested, Mr. Smith and Mr. Bashore will not be entitled to any benefits under the SERP. Mr. Bashore retired from the Company effective January 2003, at which time a lump sum payment under the SERP in the amount $416.0 thousand was made to Mr. Bashore.

Effective January 1, 1999, Messrs. Smith, Cuypers, Lewis, Bashore and Vansant were granted phantom stock awards under the Company’s 1999 Phantom Stock Plan. Each award is equal to 4% of the equity value of the Company, as defined by the Plan, divided by 40,000. The award entitles the participants to receive compensation based on the change in the equity value of the Company between January 1, 1999, the grant date, until, at the latest, January 1, 2004. The awards become fully vested on the earlier of a change in control; a listing of the Company's shares; the death, disability or retirement of the participant; or December 31, 2003. The compensation will be paid out in four equal payments during the first quarter of 2004 through 2007, unless there is a change in control; a listing of the Company's shares; or the death, disability or retirement of the participant; in which case the compensation will be paid out sooner. In 2002, compensation expense of $755.8 thousand was recorded resulting from the benefits accrued by Messrs. Smith, Cuypers, Lewis, Bashore and Vansant. No compensation expense was recorded in 2001 or 2000.

Compensation of Directors

Beginning April 1, 2002, non-executive directors are paid an annual fee of $25,000. Additionally, directors are reimbursed for out-of-pocket expenses incurred in connection with attending meetings. Prior to April 1, 2002, Mr. Drack was paid an annual fee of $24,000 and Mr. Wallis was paid an annual fee of Pound Sterling 43,333 (approximately $65,000).

Employment Agreements

Mr. Smith is party to an employment agreement with the Company which is renewed on an annual basis. The agreement provides for a minimum annual salary of $450,000 and bonuses based on the achievement of certain operating income and return on asset targets established by the Board of Directors of the Company in consultation with Mr. Smith. Subject to certain exceptions, in the event Mr. Smith is terminated by the Company (other than for cause), Mr. Smith will be entitled to receive his annual salary for a period of twenty-four months following the date of such termination. The employment agreement also requires the Company to maintain benefits for Mr. Smith equal to: (i) basic and supplemental life insurance in total equal to 4-1/2 times base pay, (ii) accidental death and dismemberment insurance equal to 4-1/2 times base pay, and (iii) long-term disability insurance equal to 2/3 base pay plus target bonus.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The table below sets forth certain information regarding the beneficial ownership of the common stock by (i) each person who is known to the Company to be the beneficial owner of more than 5% of either class, (ii) each director, (iii) each named executive officer of the Company, and (iv) all executive officers and directors of the Company as a group. Except as set forth below, the stockholders listed below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Name and Address of Beneficial Owner	Number of Common Stock		Percentage of Common Stock

CVC European Equity Partners, L.P.
Hudson House
8-10 Tavistock Street
London WCZE 7PP
United Kingdom	178,115.21		36.4	%

Citicorp Venture Capital, Ltd.
399 Park Avenue, 14th Floor
New York, NY 10043	169,680.62		34.7	%

BNP Paribas
787 7th Avenue
New York, NY 10019	44,346.80	(1)	9.1	%

J. David Smith	8,373.07		1.7	%

Mitchell B. Lewis	6,895.47		1.4	%

R. Scott Vansant	3,940.27			*

Jo Cuypers	2,955.20			*

Joseph M. Silvestri	4,322.02	(2)		*

Richard E. Mayberry	199.50	(2)		*

Ronald A. Collins	—	(3)		*

Rolly van Rappard	—	(3)		*

Paul E. Drack	779.87			*

Stuart M. Wallis	8,488.76	(4)	1.7	%

Executive Officers and Directors as a Group (8 persons)	35,954.16		7.4	%

* Less than 1%

(1) Class B common stock

(2) Excludes the ownership interests of Messrs. Silvestri and Mayberry in Citicorp Venture Capital, Ltd.

(3) Excludes the ownership interests of Messrs. Collins and van Rappard in CVC European Equity Partners, L.P.

(4) Includes the ownership interest of Mr. Wallis in Silverspice Limited.

Item 13. Certain Relationships and Related Transactions

Shareholders Agreement and Articles of Association

The Company, the Investor Group, the Management Investors and an affiliate of Paribas are parties to a shareholders agreement (the “Shareholders Agreement”) which contains certain agreements among such parties with respect to the equity interests and corporate governance of the Company. The Board of Directors of the Company is comprised of seven members. The partners of CVC Europe have the right to appoint two directors. J. David Smith is to be re-appointed a director for as long as he is Chief Executive Officer of the Company. Pursuant to the Shareholders Agreement and the Articles of Incorporation of the Company, the disposition of shares is restricted. The Shareholders Agreement and the Articles of Incorporation also contain certain participation rights, approval rights and rights of first refusal exercisable by the partners of CVC Europe and Citicorp Venture Capital, Ltd. and its affiliates who are shareholders of the Company, in the event of certain sales or proposed sales of equity interests by the other.

Registration Rights Agreement

The Company entered into a registration rights agreement (the “Registration Agreement”) with certain of the Company’s existing shareholders. Pursuant to the terms of the Registration Agreement, such shareholders have the right to require the Company, at the Company’s sole cost and expense and subject to certain limitations, to register under the Securities Act or list on any internationally recognized stock exchange all or part of the common shares held by such shareholders (the “Registrable Securities”). All such shareholders will be entitled to participate in all registrations by the Company or other shareholders, subject to certain limitations. In connection with all such registrations, the Company has agreed to indemnify all holders of Registrable Securities against certain liabilities, including liabilities under the Securities Act and other applicable state or foreign securities laws. Registrations pursuant to the Registration Agreement will be made, if applicable, on the appropriate registration form and may be underwritten registrations.

Item 14. Controls and Procedures

Within 90 days prior to the filing of this Form 10-K, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chairman and Chief Executive Officer along with the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer concluded that as of December 27, 2002, the Company’s disclosure controls and procedures (1) are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings and (2) are adequate to ensure that information required to be disclosed by the Company in the reports filed or submitted by the Company under the Exchange Act is recorded, processed and summarized and reported within the time periods specified in the SEC’s rules and forms. Further, the Company’s Chairman and Chief Executive

Officer, along with the Company’s Chief Financial Officer, are not aware of any significant changes in disclosure controls and procedures subsequent to December 27, 2002.

Part IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1) The following consolidated financial statements of Euramax International, Inc. and its subsidiaries are included in Part II, Item 8.

Reports of Independent Auditors

Consolidated Statements of Earnings for the years ended December 27, 2002, December 28, 2001 and December 29, 2000.

Consolidated Balance Sheets at December 27, 2002 and December 28, 2001.

Consolidated Statements of Changes in Equity for the years ended December 27, 2002, December 28, 2001 and December 29, 2000.

Consolidated Statements of Cash Flows for the years ended December 27, 2002, December 28, 2001 and December 29, 2000.

Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedule

Schedule II - Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted either because they are not required under the related instructions or because they are inapplicable.

(b) The Company filed no reports on Form 8-K for the quarter ended December 27, 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, Inc. 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 March 15, 2002, among Euramax International, Inc. and each other grantor from time to time party thereto and BNP Paribas as Agent

21.1		Subsidiaries of Euramax International, Inc.

*		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 on Form 10-K (333-05978) which was filed on March 23, 2000.
******		Incorporated by reference to Exhibit 2.2 in the Registrant’s Current Report on Form 8-K (333-05978) which was filed on April 24, 2000.
*******		Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on 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.

By:	/s/ J. David Smith		Chief Executive Officer and President
	J. David Smith

Dated: March 21, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Euramax International, Inc. and in the capacities and on the dated indicated.

Signature		Title	Date

By:	/s/ J. David Smith	Chief Executive Officer, President and Director	March 21, 2003
	J. David Smith

By:	/s/ R. Scott Vansant	V.P., Secretary and Chief Financial Officer	March 21, 2003
	R. Scott Vansant

By:	/s/ Stuart M. Wallis	Director	March 21, 2003
	Stuart M. Wallis

By:	/s/ Joseph M. Silvestri	Director	March 21, 2003
	Joseph M. Silvestri

By:	/s/ Ronald A. Collins	Director	March 21, 2003
	Ronald A. Collins

By:	/s/ Rolly Van Rappard	Director	March 21, 2003
	Rolly Van Rappard

By:	/s/ Paul E. Drack	Director	March 21, 2003
	Paul E. Drack

CERTIFICATIONS

I, J. David Smith, Chairman and Chief Executive Officer of Euramax International, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Euramax International, Inc.;

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed such disclosure controls and procedures 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 annual report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based upon our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based upon our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 21, 2003	By:	/s/ J. David Smith
	Title:	Chairman, Chief Executive Officer and President

I, R. Scott Vansant, Chief Financial Officer of Euramax International, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Euramax International, Inc.;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based upon our evaluation as of the Evaluation Date;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

Date: March 21, 2003	By:	/s/ R. Scott Vansant
	Title:	Chief Financial Officer and Secretary

Schedule II

Euramax International, Inc.

Valuation and Qualifying Accounts

Thousands of U.S. Dollars

Description	Classification	Balance at beginning of period			Charged to costs and expenses			Charged to other accounts (1)			Deductions (2)		Balance at end of period

For the year ended December 27, 2002 Allowance for doubtful accounts	A/R, net	$	(3,938	)	$	177		$	(179	)	$	427	$	(3,513	)
For the year ended December 28, 2001 Allowance for doubtful accounts	A/R, net	$	(2,973	)	$	(1,764	)	$	61		$	738	$	(3,938	)
For the year ended December 29, 2000 Allowance for doubtful accounts	A/R, net	$	(2,934	)	$	(542	)	$	109		$	394	$	(2,973	)

For the year ended December 27, 2002 Allowance for obsolete inventory	Inventories	$	(3,284	)	$	(2,234	)	$	(286	)	$	1,977	$	(3,827	)
For the year ended December 28, 2001 Allowance for obsolete inventory	Inventories	$	(3,276	)	$	(1,352	)	$	85		$	1,259	$	(3,284	)
For the year ended December 29, 2000 Allowance for obsolete inventory	Inventories	$	(4,126	)	$	(177	)	182			$	845	$	(3,276	)

For the year ended December 27, 2002 Income tax valuation allowance	Deferred income taxes, long-term liability	$	(2,525	)	$	(219	)	—			—		$	(2,744	)
For the year ended December 28, 2001 Income tax valuation allowance	Deferred income taxes, long-term liability	$	(1,632	)	$	(893	)	—			—		$	(2,525	)
For the year ended December 29, 2000 Income tax valuation allowance	Deferred income taxes, long-term liability	$	(595	)	$	(1,037	)	—			—		$	(1,632	)

Note:

(1) Changes due to foreign currency translation adjustment.

(2) Write-off of bad debts, net of recoveries or write off of obsolete inventory.