EURAMAX INTERNATIONAL INC - 10-K Annual Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004

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)

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 x 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. x

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

Yes o No x

As of March 31, 2005, Registrant has 322,815.17 shares of Class A common stock outstanding and no shares of Class B common stock outstanding.

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, steel 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. Unless the context otherwise requires, the terms “we”, “our” and “us” refer to the Company and its subsidiaries collectively.

Part I

Item 1. Business

Overview

Euramax is an international producer of value-added aluminum, steel, vinyl and fiberglass fabricated products with facilities located in all major regions of the continental United States, or U.S., as well as in the United Kingdom, or U.K., The Netherlands and France. Our manufacturing and distribution network consists of 42 strategically located facilities, of which 36 are located in the U.S. and six are located in Europe. Net sales for 2004 in the U.S. and Europe were $648.9 million and $315.9 million, respectively. We sell our products principally to two markets, the building and construction market and the transportation market. Our core products include specialty coated coils, aluminum recreational vehicle (or “RV”) sidewalls, RV doors, farm and agricultural panels, metal and vinyl raincarrying systems, soffit and fascia systems, and vinyl replacement windows. In addition, we sell an extensive line of accessory products, including roofing and siding hardware, trim parts and roof drainage accessories. Our customers include original equipment manufacturers, or OEMs, such as RV manufacturers, commercial panel manufacturers and transportation industry manufacturers; rural contractors; home centers; home improvement contractors; distributors; industrial and architectural contractors; and manufactured housing producers. Our sales are somewhat seasonal, with the second and third quarters typically accounting for the highest sales volumes.

We operate downstream of producers of aluminum coil, aluminum extrusions, steel coil and aluminum ingot. These producers supply us with aluminum coil, aluminum extrusions and steel coil. We sold approximately 227 and 306 million pounds of aluminum and steel, respectively, in 2004. To a lesser extent, we also distribute and fabricate products manufactured from vinyl, copper and fiberglass.

We were established as an independent multinational company in 1996 under the name Euramax International Limited, which was formed by ACP Holding Company, an affiliate of Citigroup Venture Capital Ltd., or CVC, and CVC European Equity Partners, L.P. and CVC European Equity Partners (Jersey), L.P., whom we refer to together as CVC Europe. At that time, we acquired the fabricated products business from Alumax Inc. Alumax, Inc. was acquired by Aluminum Company of America in 1998, and is hereafter referred to as “Alumax”. Including our history as a division of Alumax, we have over 50 years of experience in the fabrication of aluminum products, and over the last 30 years we have developed additional expertise in areas such as steel, vinyl, copper and fiberglass fabrication. See “Important Transactions—Acquisition of Alumax’s Fabricated Products Business in September 1996 and Related Financing.” In 1999, Euramax was reorganized to become a U.S. based multinational group. See “Important Transactions—The Reorganization”. As described in “Important Transaction—2003 Stock Transaction”, Citigroup Venture Capital Equity Partners, L.P., or CVCEP, an affiliate of CVC, subsequently acquired all of our common stock held by CVC Europe.

Business Strategy

Our strategy is to expand our leadership position as a producer of aluminum and steel products and to further diversify product offerings, customers and geographic regions in which we operate. Since our formation as an independent company in 1996, our ability to consistently generate free cash flow has enabled us to pay down significant amounts of debt, while allowing us to pursue a strategy of improving our operations, profitability and prospects for future growth. Under this strategy, we are pursuing organic growth through product development and the addition of new territories and new customers. In addition, our strategy includes identifying and acquiring businesses and assets that will enable us to offer complementary products and/or expand our geographic coverage. Since our formation in September 1996, we have completed eight acquisitions which have enabled us to offer complementary products and expand

our geographic coverage. We have also sold two businesses that did not serve our business strategy. We expect to continue identifying and acquiring businesses as part of executing our strategy.

Important Transactions

Acquisition of Alumax’s fabricated products business in September 1996. On September 25, 1996, 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 Reorganization. In December 1999, Euramax International Limited completed a reorganization whereby Euramax International, Inc., a Delaware corporation, was positioned as the top tier 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. The Reorganization was accomplished, in part, by means of a “scheme of arrangement” under section 425 of the United Kingdom Companies Act 1985. 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.

2003 Stock Transaction. On April 15, 2003, CVCEP and CVC entered into a definitive purchase agreement with CVC Europe, BNP Paribas, independent directors and certain members of management to purchase, for approximately $106.0 million, all of the shares of the Company held by CVC Europe and BNP Paribas, and a portion of the shares held by independent directors and management, (“2003 Stock Transaction”). The 2003 Stock Transaction was completed on June 12, 2003, with CVCEP purchasing 265,762.48 shares of the Company’s Class A common stock. After the completion of this transaction, CVCEP and CVC collectively owned approximately 88.5% of the issued and outstanding shares of the Company, with management of CVCEP and directors and management of the Company holding the remaining shares. Prior to the 2003 Stock Transaction, CVC owned approximately 34.5% of the issued and outstanding shares of the Company.

Acquisition of Berger Holdings, Ltd. on November 25, 2003. On November 18, 2003, pursuant to a tender offer, Amerimax Pennsylvania, Inc., a wholly owned subsidiary of ours, acquired 93% of Berger Holdings’ outstanding common shares for $3.90 per share. The acquisition of Berger Holdings was completed on November 25, 2003 by the merger of Amerimax Pennsylvania, Inc. into Berger Holdings, with Berger Holdings as the surviving corporation. As a result of the merger, each common share of Berger Holdings not owned by Euramax was converted into the right to receive $3.90 per share in cash. The total purchase price of this acquisition was approximately $36.8 million. Berger Holdings manufactures metal roof drainage products and roofing accessories as well as residential and commercial snow guards and is included in our U.S. Fabrication Roof Drainage segment.

Operating Segments

Our reporting segments are as follows:

European Roll Coating—The European Roll Coating segment facilities primarily roll coat aluminum and steel sheet and coil for RV manufacturers, transportation manufacturers and building panel manufacturers.

U.S. Fabrication Roof Drainage—The U.S. Fabrication Roof Drainage segment facilities primarily fabricate aluminum and steel coil to produce gutters, downspouts, soffit, fascia, gutter accessories and other products. Such products are primarily sold to home centers, distributors and home improvement contractors.

U.S. Fabrication Building Materials—The U.S. Fabrication Building Materials segment facilities primarily fabricate aluminum and steel coil to produce roofing and siding panels, doors, windows, vehicle

sidewalls and other products. Such products are primarily sold to RV manufacturers, rural contractors, home improvement contractors, industrial and architectural contractors and manufactured housing producers.

European Fabrication—The European Fabrication segment facilities primarily fabricate aluminum extrusions and glass to produce windows, doors, shower enclosures, sunroofs and other products. Such products are primarily sold to transportation manufacturers, distributors, home centers and industrial and architectural contractors.

Financial information and other disclosures relating to our operating segments are provided in Note 16 of our consolidated financial statements. See also, “Products and Customers.”

Manufacturing Processes

Our manufacturing processes employ a variety of equipment and several types of facilities. We believe that our deployment of equipment enables us to manufacture standard and custom products efficiently and economically. We have the equipment necessary for processing substantially all of our products in-house, which minimizes reliance on third party processors. This provides certain cost benefits while enabling us to add new products on a timely basis. These capabilities provide marketing and pricing advantages, including the ability to control delivery time and to develop new and customer-specific products in an expeditious manner.

Our 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.

Our 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 174 million pounds of aluminum (89 million pounds in Europe and 85 million pounds in the U.S.) and approximately 32 million pounds of steel (9 million pounds in Europe and 23 million pounds in the U.S.) were roll coated by our eight roll coating operations in 2004. We have three such coating lines in the U.S. and five in Europe. Two of the coating lines in the U.S. are primarily utilized for internal processing, while one coating line in the U.S. and the five coating lines in Europe, located within two facilities, are utilized to supply roll coated products to both internal and external customers. We believe that our 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 we offer in certain European facilities included in the European Fabrication segment, which fabricate bath and shower enclosures, automotive window trims, and extrusions used in the transportation industry.

Fabrication: After coating, much of the coil, in our U.S. Fabrication Roof Drainage, U.S. Fabrication Building Materials 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

Our products are sold to a diverse group of customers operating in a variety of industries. Our sales and marketing effort is organized on a decentralized basis to provide required services to our broad customer base in multiple geographic areas. Customers include:

· Original Equipment Manufacturers (“OEMs”), including RV, Commercial Panel, and Transportation Industry Manufacturers;

· Rural Contractors;

· Home Centers;

· Home Improvement Contractors;

· Distributors;

· Manufactured Housing Producers; and

· 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/Markets	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, Rural Contractors, Distributors, Industrial and Architectural Contractors, Home Improvement Contractors; Manufactured Housing Producers	U.S., Europe	U.S. Fabrication Building Materials, European Fabrication, European Roll Coating
Raincarrying Systems (gutters, downspouts)	Aluminum, Steel, Vinyl, Copper	Home Centers, Rural Contractors, Home Improvement Contractors, Distributors, Manufactured Housing Producers	U.S.	U.S. Fabrication Roof Drainage
Soffit (roof overhangs), Fascia (trims), Flashing (roofing valley material)	Aluminum, Steel, Copper	Home Centers, Rural Contractors, Industrial and Architectural Contractors, Home Improvement Contractors, Manufactured Housing Producers	U.S.	U.S. Fabrication Roof Drainage
Doors	Aluminum, Fiberglass	OEMs, RV Manufacturers, Distributors, Home Centers, Home Improvement Contractors, Manufactured Housing Producers	U.S., Europe	U.S. Fabrication Building Materials, European Fabrication
Windows	Aluminum, Vinyl	OEMs, RV Manufacturers, Home Improvement Contractors, Transportation Industry Manufacturers	U.S., Europe	U.S. Fabrication Building Materials, European Fabrication

The following table sets forth the percentage of our net sales attributable to our customers/markets:

	Years Ended
	December 31,			December 26,			December 27,
	2004			2003			2002
OEMs		38.2	%		41.2	%		41.4	%
Home Centers		20.6	%		21.8	%		20.3	%
Rural Contractors		16.6	%		16.8	%		20.5	%
Distributors		9.5	%		5.6	%		4.0	%
Home Improvement Contractors		8.7	%		8.2	%		8.1	%
Industrial and Architectural Contractors		3.7	%		3.6	%		2.7	%
Manufactured Housing Producers		2.7	%		2.8	%		3.0	%
		100.0	%		100.0	%		100.0	%

Original Equipment Manufacturers. We supply OEMs, such as RV, commercial panel and transportation industry manufacturers. The Company’s principal OEM customers are described below:

Recreational Vehicle Manufacturers: We are 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. We use our decorative graphic coating lines to produce aluminum panels with decorative detailing in a variety of colors. We also supply RV doors, windows and finished aluminum exterior walls and roofing panels. In addition, we supply laminated aluminum and fiberglass panels to RV manufacturers.

Commercial Panel Manufacturers: We sell 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 panels are used in both residential (such as room additions and patio enclosures) and commercial applications (such as 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, we also supply manufacturers in the transportation industry in Europe with windows, sunroofs, frames and various other components fabricated from aluminum extrusions.

Other Manufacturers: We also use our 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.

Home Centers. Our home center customers supply the well-established Do-It-Yourself, or DIY, market in the U.S., Canada, and the U.K. In the U.S., we sell building and construction products, such as residential rain-carrying systems, roof flashing products, soffits, fascias, and steel roofing and siding. In the U.K., we sell residential entry 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. We believe that we are the leading supplier of DIY metal raincarrying systems in the U.S.

Rural Contractors. We supply aluminum and steel roofing and siding products to rural contractors for use in agricultural and rural buildings such as sheds and animal confinement buildings. We sell our 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 Improvement Contractors. We sell a variety of products to home improvement contractors, the most significant of which are rain-carrying systems and vinyl replacement windows. Other products sold to home improvement contractors include awnings, lattice systems, metal roofing, shower doors and patio and entrance doors. In the U.S., we offer a full complement of vinyl replacement windows. We are also one of the largest suppliers of lattice and painted aluminum awnings to residential contractors in the western U.S. In addition, we manufacture painted aluminum and steel panels for residential roofing.

Distributors. We sell 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. In the U.K., we produce patio, entrance and shower doors, marketed primarily to distributors, as well as shower and bath enclosures.

Industrial and Architectural Contractors. We sell 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.

Manufactured Housing Producers. We sell fabricated steel siding and accessory parts to producers of manufactured housing in the U.S. These products are used for exterior walls and roofs. In addition to steel siding, we also fabricate and supply a variety of steel and aluminum accessory components for manufactured home exteriors.

Raw Materials

Our products are principally manufactured from aluminum coils and extrusions and steel coils. During 2004, approximately 227 million pounds of aluminum products and approximately 306 million pounds of steel products were sold. The proportion sold in 2004 by value is $555.3 million of aluminum and $240.7 million of steel. In addition, during 2004, we sold $168.8 million of products manufactured from materials other than aluminum and steel.

All of our raw material inputs are sourced from external suppliers. We purchase our steel and aluminum sheet requirements from several foreign and domestic aluminum and steel mills. We believe there is sufficient supply in the market place to competitively source all of our requirements without reliance on any particular supplier.

Approximately 58% and 25% of our net sales are derived from sales of aluminum and steel products, respectively. Both of these raw materials are subject to a high degree of volatility caused by, among other items, the relationship of world supply to world demand, the relationship of the U.S. Dollar to other currencies, and the imposition of import and export tariffs. Historically, prices at which we sell aluminum and steel products tend to fluctuate with corresponding changes in the prices paid to suppliers for these raw materials. Supplier price increases and decreases are typically, but not always, due to competition and the market for alternative products, passed on to customers. Accordingly, our net sales and margins attributable to aluminum and steel products may fluctuate with little or no change in the volume of shipments.

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 this market, and other U.S. markets, comes largely from privately and publicly held companies that are generally smaller than we are. In Europe, our competitors include three to four integrated companies in the specialty coil-coating

business. Other smaller companies compete with us 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

Our 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. If a release of hazardous substances or materials occurs on or from our properties or any offsite disposal location used by us, or if contamination from prior activities is discovered at any of our properties, we 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, we devote resources to ensure that our current operations are conducted in a manner intended to reduce such risks.

Based upon environmental reviews conducted internally on a quarterly basis, by outside consultants on a periodic basis, and by outside consultants in connection with the acquisition of Alumax’s fabricated products business, and assuming compliance by Alumax with its indemnification obligations under the related acquisition agreement, we believe that we are 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 our consolidated financial position, results of operations or cash flows. Pursuant to the terms of the Alumax 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.

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, or 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, or PRPs. We have been identified as a PRP at eleven National Priorities List, or NPL, sites under CERCLA, although two of these eleven sites may relate to disposal by divisions of Alumax that have never been and are not now part of Euramax. Pursuant to the terms of the Alumax acquisition agreement, Alumax has agreed to indemnify us for all of the costs associated with each of these eleven NPL sites. In addition, Alumax has agreed to indemnify us for all of the costs associated with nine additional sites listed on state hazardous site cleanup lists, with respect to which we have not received any notice of potential responsibility.

The facility that Berger Bros Company (“Berger”), a subsidiary of Berger Holdings, leases in Ivyland, Pennsylvania has contaminated groundwater as a result of the migration from an adjacent property which was formerly the Naval Air Warfare Center, currently an NPL site under CERCLA. The United States Navy is conducting a clean-up of the Naval Air Warfare Center NPL site under the Environmental Protection Agency’s supervision. The owner/landlord of the Berger property obtained liability protection under Pennsylvania’s Brownfield Law by demonstrating to the Commonwealth of Pennsylvania that the contamination is from an off-site source, and under Pennsylvania law, that protection benefits tenants as well. Moreover, under Berger’s lease, the landlord retained any liability for this contamination. Accordingly, although the facility leased by Berger is on an NPL site, the effects of this contamination would not reasonably be expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

We have made and will continue to make capital expenditures to comply with environmental laws. Environmental capital expenditures for the years ended December 31, 2004, December 26, 2003 and December 27, 2002 were approximately $140.1 thousand, $143.1 thousand and $212.1 thousand, respectively. We estimate that our environmental capital expenditures will be approximately $250.0 thousand in 2005.

Employees

We employ approximately 2,700 people of which 1,000 are employed in Europe and 1,700 are employed in the U.S. Of these employees, approximately 30% are salaried and 70% are hourly employees. Collective bargaining agreements cover approximately 250 manufacturing employees at five of our U.S. manufacturing facilities. We are not a party to any material pending labor proceedings and believe that employee relations are good.

Risk Factors

Our substantial indebtedness could adversely affect our financial condition and prevent us from making principal and interest payments on our indebtedness.

As of December 31, 2004, we had $82.1 million outstanding under our senior secured credit facility, with $59.9 million undrawn and available under the revolving credit facility. Our highly leveraged position poses substantial risk to holders of the senior subordinated notes, including risks that:

· a substantial portion of our cash flow from operations will be dedicated to the payment of interest on our senior subordinated notes due 2011 and the payment of principal and interest under our senior secured credit facility;

· our highly leveraged position may impede our ability to obtain financing in the future for working capital, capital expenditures and general corporate purposes, including acquisitions; and

· our highly leveraged financial position may make us more vulnerable to economic downturns and may limit our ability to withstand competitive pressures.

Our future cash flow may not be sufficient to meet our obligations and commitments. In addition, all borrowings under our senior secured credit facility will become due prior to the senior subordinated notes. If we are unable to generate sufficient cash flow from operations in the future to service our indebtedness and to meet our other commitments, we will be required to adopt one or more alternatives, such as refinancing or restructuring our 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 us to continue to satisfy our capital requirements. In addition, the terms of our existing or future debt agreements, including our senior secured credit facility and the senior subordinated notes, may prohibit us from adopting any of these alternatives.

Despite current indebtedness levels and restrictive covenants, we may still be able to incur substantial additional debt, which could exacerbate the risks associated with our substantial leverage.

We may be able to incur additional debt in the future, including debt that is senior to or equal in right of payment to the senior subordinated notes. Although the indenture governing the senior subordinated notes and our senior secured credit facility contain restrictions on our ability to incur indebtedness, those restrictions are subject to a number of exceptions. We can borrow up to $145.0 million under our senior secured credit facility, all of which would rank senior to the senior subordinated notes. The indenture permits us to incur at least $175.0 million in indebtedness that could be senior to the indebtedness under the senior subordinated notes. This consists of $150.0 million of credit facility debt, which would be senior

to the indebtedness under the senior subordinated notes to the extent incurred. We and our restricted subsidiaries may also incur in the aggregate an additional $25.0 million under the indenture at any time. This indebtedness may be senior to or equal in right of payment with the senior subordinated notes. To the extent it is incurred by non-guarantor subsidiaries, even if not senior by its terms, it may be effectively senior to the indebtedness under the senior subordinated notes. We can also incur additional indebtedness that could be senior indebtedness to the extent that, after incurring such debt, we would have a Consolidated Cash Flow Ratio (as defined in the indenture) of greater than 2.0 to 1.0. In addition, if we are able to designate some of our restricted subsidiaries under the indenture governing the senior subordinated notes as unrestricted subsidiaries, those unrestricted subsidiaries would be permitted to borrow beyond the limitations specified in the indenture and engage in other activities in which restricted subsidiaries may not engage. Adding new debt to current debt levels could intensify the related risks that we and our subsidiaries now face.

Our acquisition strategy may not be successful and may adversely affect our earnings from operations.

We have engaged in and continue to engage in evaluations of and discussions with potential acquisition candidates. These acquisitions may be financed by incurring additional indebtedness, which could be material. Such additional indebtedness may increase our leverage ratios substantially or adversely impact our ratings from any ratings agencies. In addition, our failure to integrate any acquired businesses successfully may adversely affect our earnings from operations. Any such transactions would be subject to negotiations of definitive agreements, satisfactory financing arrangements (including compliance with the limitations on issuance of indebtedness in the indenture governing the senior subordinated notes and in our senior secured credit facility) and applicable governmental approvals and consents. We may not complete any additional acquisitions, and any acquired entities or assets may not enhance our results of operations.

Demand for many of our products is cyclical.

Demand for many of our products is cyclical in nature. Changes in general economic conditions can affect market demand for our products. 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.

We depend upon aluminum, and price fluctuations or supply disruption could harm our results.

Our primary raw material is aluminum coil. We sold approximately $555.3 million of aluminum products in 2004. Because changes in aluminum prices are generally passed through to our 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 we are unable to pass through aluminum price changes to our customers in the future, we could be materially adversely affected. Any major disruption in the supply and/or price of aluminum could have a material adverse effect on our business and financial condition. Further, we are subject to the short-term commodity risk of carrying aluminum in our inventory. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We depend upon steel, and price fluctuations or supply disruption could harm our results.

We sold approximately $240.7 million of steel products in 2004. We purchase a majority of our steel raw materials from domestic steel producers. As with aluminum, changes in steel prices are generally passed through to our customers, and increases or decreases in steel prices generally cause corresponding

increases and decreases in reported net sales, causing fluctuations in reported revenues that are unrelated to the level of business activity. However, if we are unable to pass through steel price changes to our customers in the future, we could be materially adversely affected. Any disruption in the supply and/or change in price of steel could have a material adverse effect on our business and financial condition.

We have no long-term contracts with any supplier of steel. While we expect that there will be an adequate supply to meet our demand for steel raw materials, there may not be an adequate supply. Therefore, we are subject to the risk of lost revenue in the event that we cannot obtain quantities of steel necessary to meet customer demand.

Indebtedness under our senior secured credit facility is subject to floating interest rates, which may cause our interest expense to increase.

Changes in economic conditions could result in higher interest rates, thereby increasing our interest expense and reducing our funds available for operations and other purposes. A 1% increase in market interest rates would result in an annual increase in our interest expense and a decrease in our earnings before income taxes, of approximately $0.5 million. Any additional borrowings under the revolving portion of our credit facility would be subject to similar fluctuations.

Our senior secured credit facility and the indenture for the senior subordinated notes contain covenant restrictions that limit our flexibility in operating our business and our ability to repay our indebtedness.

Our senior secured credit facility and the indenture relating to the senior subordinated notes contain a number of restrictive covenants that impose significant restrictions on us. Compliance with these restrictive covenants limits our flexibility in operating our business. Failure to comply with these covenants could give rise to an event of default. These covenants restrict, among other things, our ability to:

· incur indebtedness;

· make certain restricted payments;

· pay certain dividends, make certain distributions, make loans and transfer property;

· incur liens;

· sell assets;

· issue or sell capital stock;

· enter into transactions with affiliates; and

· consolidate, merge or sell all or substantially all of our assets.

Our senior secured credit facility also contains financial covenants. If we default on any of these covenants, the lenders could cause all amounts outstanding under our senior secured credit facility and the senior subordinated notes to be due and payable immediately, and the lenders under our senior secured credit facility could proceed against any collateral securing that indebtedness. Our assets or cash flow may not be sufficient to repay in full the borrowings under our senior secured credit facility or the senior subordinated notes, either upon maturity or if accelerated upon an event of default. In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments. We currently pledge, and expect to continue to pledge, a significant portion of our assets as collateral under our senior secured credit facility. If the lenders under our senior secured credit facility or the holders of the senior subordinated notes accelerate the repayment of borrowings, we may not have sufficient assets to repay our indebtedness, including the senior subordinated notes.

We are subject to risk of currency exchange rate fluctuations which may adversely affect our results of operations and our ability to make principal and interest payments on the senior subordinated notes.

In 2004, approximately 33% of our net sales were made outside the United States. The U.S. Dollar value of our non-U.S. sales varies with currency exchange rate fluctuations. Changes in currency exchange rates could have an adverse effect on our results of operations and our ability to meet interest and principal obligations on the senior subordinated notes. Utilizing currency swaps, we have historically converted portions of U.S. Dollar obligations serviced by foreign operations into an equivalent obligation denominated in local currencies. We expect to continue this practice to hedge against adverse exchange rate fluctuations that would limit our ability to meet interest and principal obligations on the portion of the senior subordinated notes to be serviced by foreign operations. We do not employ activities or enter into transactions that are intended to hedge the impact of exchange rate fluctuations on our results of operations.

We are subject to strict environmental regulations that may lead to significant, unforeseen expenses.

Our 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. We may not be, at all times, in compliance with all such requirements. We have 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 our properties or any offsite disposal location used by us, or if contamination from prior activities is discovered at any of our properties, we may be held liable for cleanup costs, natural resource damages and associated transaction costs. While we do not believe the costs of remediation of identified environmental matters to be material, the amount of such liability could be material. We have 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, and one of our leased facilities is located on an NPL which is the responsibility of, and is being cleaned up by, an unrelated third party. See “Business—Environmental, Health and Safety Matters” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Environmental Matters.”

We depend on our management and key personnel, the loss of which could materially harm us.

Our success and our ability to implement our business strategy depends upon the continued contributions of key management, engineering, sales and marketing, finance and manufacturing personnel. The loss of the services of certain of these executives could have a material adverse effect on our results of operations and prospects. We currently do not maintain “key man” insurance on any members of our management or other key personnel. We may not be able to retain such key personnel or to attract additional qualified personnel.

We operate in highly competitive markets and may not be able to compete effectively.

The markets in which we compete are highly competitive. In the United States, competition comes from both large and small publicly held and privately held companies. In Europe, our competitors include three to four integrated companies in the specialty coil coating business. Other smaller companies compete with us in the building and construction, RV and transportation markets in Europe, both on a regional basis and some on a pan-European basis. We may not be able to compete effectively in any of our markets in the future.

We could face potential product liability or warranty claims relating to products we manufacture or distribute, and we may not have sufficient insurance coverage or funds available to cover all potential claims.

We face a business risk of exposure to product liability claims in the event that the use of our products is alleged to have resulted in injury or other adverse effect. We currently maintain product liability coverage, but we may not be able to obtain such insurance on acceptable terms in the future, if at all, or any such insurance may not provide adequate coverage against potential claims. Product liability claims can be expensive to defend and may divert management or other personnel for months or years regardless of the ultimate outcome. An unsuccessful product liability defense could have a material adverse effect on our business, financial condition, result of operations or business prospects. We may also experience increased costs of warranty claims if our products are manufactured or designed defectively.

We are controlled by our principal stockholders whose interests may conflict with the interests of the holders of the senior subordinated notes.

CVCEP beneficially owns approximately 82% of our common stock. CVCEP controls the affairs and policies of our company. Circumstances may occur in which the interests of these stockholders could be in conflict with the interests of the holders of the senior subordinated notes. These stockholders may also have an interest in pursuing acquisitions, divestitures or other transactions, including a merger or a sale of all or substantially all of our assets that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to the holders of the senior subordinated notes. Similarly, they may prefer to increase our indebtedness to fund acquisitions or capital expenditures at a time when holders of our debt instruments would prefer us not to increase our debt levels. They may also prefer that excess cash flow or borrowings under our revolving credit facility be used to pay dividends or repurchase some of our outstanding stock.

Item 2. Facilities and Properties

Our principal executive office and headquarters are located in Norcross, Georgia. Our principal facilities are listed below by operating segment:

Facility	Function		Square Feet
Norcross, GA	Executive Offices	(Leased)	3,627
U.S. Fabrication Roof Drainage
Atlanta, GA	Office and Manufacturing	(Leased)	132,250
Clarkston, GA	Manufacturing	(Leased)	12,800
Feasterville, PA	Office and Manufacturing	(Owned)	120,000
Grand Prairie, TX	Manufacturing	(Leased)	45,281
Ivyland, PA	Manufacturing	(Leased)	105,000
Keller, TX	Manufacturing	(Leased)	29,605
Kennesaw, GA	Manufacturing	(Owned)	10,000
Lancaster, PA	Office and Manufacturing	(Owned)	220,000
Lawrenceville, GA	Manufacturing	(Leased)	55,000
Mableton, GA	Manufacturing	(Owned)	88,000
Romeoville, IL	Manufacturing	(Leased)	109,000
West Sacramento, CA	Manufacturing	(Leased)	70,000
U.S. Fabrication Building Materials
Anaheim, CA	Manufacturing	(Leased)	15,000
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
Gridley, IL	Manufacturing	(Owned)	93,200
Idabel, OK	Manufacturing	(Owned)	37,440
Jackson, GA	Manufacturing	(Owned)	69,450
Lancaster, PA	Office and Manufacturing	(Owned)	126,083
Las Vegas, NV	Warehouse	(Leased)	28,500
Loveland, CO	Manufacturing	(Leased)	51,362
Phoenix, AZ	Warehouse	(Leased)	34,565
Mansfield, TX	Manufacturing	(Owned)	55,280
Marshfield, WI	Manufacturing	(Owned)	28,200
Rathdrum, ID	Manufacturing	(Leased)	26,190
Romoland, CA	Manufacturing	(Owned)	65,500
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 Helena, AR	Manufacturing	(Owned)	230,000
Woodland, CA	Manufacturing	(Leased)	91,445
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
Leeds, England	Manufacturing	(Leased)	55,000
Andrezieux-Boutheon, France	Office and Manufacturing	(Owned)	69,968
Montreuil-Bellay, France	Office and Manufacturing	(Owned)	233,663

We believe that our 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

We are currently party to legal proceedings that have arisen in the ordinary course of business. Such proceedings involve claims by plaintiffs for reimbursement or damages that in the aggregate approximate $11.0 million. We have and will continue to vigorously defend the Company in these matters. We believe that the ultimate outcome of these matters would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

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 31, 2004.

Part II

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

The Company issued $200.0 million senior subordinated notes in August 2003 that were subsequently registered under the Securities Act of 1933 in March 2004.

There is no established public trading market for any class of common equity of the Company. As of March 31, 2005, there were 33 holders of record of the Company’s 322,815.17 outstanding shares of common stock.

Our amended and restated senior secured credit facility and the indenture governing our senior subordinated notes contain certain restrictions on the payment of cash dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 8 to the consolidated financial statements.

For information on securities authorized for issuance under equity compensation plans, see “Item 10. Directors, Executive Officers and Key Management—Equity Compensation Plan Information” and “Item 10. Directors, Executive Officers and Key Management—2003 Equity Compensation Plan.”

Item 6. Selected Historical Consolidated Financial Data

The selected financial data as of each fiscal year end and for each fiscal year in the five year period ended December 31, 2004 were derived from our audited consolidated financial statements. The information contained in this table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and accompanying notes thereto included herein.

	Successor								Predecessor
	Year ended December 31, 2004				Seven months ended December 26, 2003(3)				Five months ended May 23, 2003				Year ended December 27, 2002				Year ended December 28, 2001				Year ended December 29, 2000
	Thousands of U.S. Dollars, except for ratios
Statement of Earnings Data:
Net sales		$	964,827			$	483,688			$	260,615			$	639,149			$	593,117			$	599,479
Costs and expenses:
Cost of goods sold		760,784				388,829				208,420				508,254				477,870				494,330
Selling and general		85,802				49,649				26,153				63,593				59,230				54,475
Depreciation and amortization(2)		21,015				10,639				6,276				13,968				17,555				16,569
		867,601				449,117				240,849				585,815				554,655				565,374
Earnings from operations		97,226				34,571				19,766				53,334				38,462				34,105
Interest expense		(24,948		)		(12,983		)		(9,294		)		(23,034		)		(25,727		)		(26,376		)
Interest income		785				324				168				286				469				506
Other (expense) income		(5,037		)		(48		)		506				703				(2,953		)		763
Earnings before income taxes		68,026				21,864				11,146				31,289				10,251				8,998
Provision for income taxes		24,232				7,108				4,254				11,432				5,521				5,671
Net earnings		$	43,794			$	14,756			$	6,892			$	19,857			$	4,730			$	3,327
Other Data:
Capital expenditures		$	11,138			$	5,129			$	4,944			$	8,263			$	8,321			$	9,706
Ratio of earnings to fixed charges(1)		3.38		x		2.48		x		2.08		x		2.24		x		1.37		x		1.32		x
Balance Sheet Data (end of period):
Working capital		$	141,307			$	116,796							$	90,480			$	70,049			$	79,314
Total assets		687,041				608,829								416,440				384,251				413,059
Total long-term debt, including current maturities		284,371				239,294								196,972				207,724				235,528
Total shareholders’ equity		147,163				169,950								86,219				61,494				63,781

(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, including amortization of debt issuance costs and the estimated interest component of rent expense.

(2) We adopted SFAS No. 142, “Goodwill and Other Intangibles,” effective December 29, 2001. Under SFAS No. 142, goodwill and indefinite lived assets are no longer amortized. Accordingly, there is no goodwill amortization included in the five months ended May 23, 2003, the seven months ended December 26, 2003 and the year ended December 27, 2002.

(3) On June 12, 2003, CVCEP and its affiliates acquired from our former stockholders and cetain members of our management 54% of our common stock. As described in “Important Transactions—2003 Stock Transaction”, this resulted in the application of the purchase method of accounting. Our stockholders’ equity increased by $52.4 million and the earnings for the seven months ended December 26, 2003, reflect certain costs and expenses related to our accounting for this transaction.

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

The following discussion should be read in conjunction with “Selected Historical Consolidated Financial Data” and our consolidated financial statements and the accompanying notes thereto included elsewhere herein.

Overview

Euramax is an international producer of value-added aluminum, steel, vinyl and fiberglass fabricated products, with facilities strategically located in all major regions of the U.S., as well as the U.K., The Netherlands and France. Our manufacturing and distribution network consists of 42 strategically located facilities, of which 36 are located in the U.S. and six are located in Europe. We sell our products principally to two markets, the building and construction market and the transportation market. Our core products include specialty coated coils, aluminum RV sidewalls, RV doors, farm and agricultural panels, roofing accessories, metal and vinyl raincarrying systems, soffit and fascia systems, and vinyl replacement windows. In addition, we sell an extensive line of accessory products, including roofing and siding hardware, trim parts and roof drainage accessories. Our customers include original equipment manufacturers, or OEMs, such as RV manufacturers, commercial panel manufacturers and transportation industry manufacturers; rural contractors; home centers; home improvement contractors; distributors; industrial and architectural contractors; and manufactured housing producers.

Our results of operations for the year ended December 26, 2003 have been separated into the predecessor period and successor period as a result of the application of purchase accounting in connection with the 2003 Stock Transaction described in Note 3 to our consolidated financial statements. The discussion of the results of operations below combines the predecessor five months ended May 23, 2003 and the successor seven months ended December 26, 2003 for comparison to the successor year ended December 31, 2004 and the predecessor year ended December 27, 2002, for purposes of discussing net sales and cost of goods sold. All other items are separated into the predecessor and successor periods for discussion purposes.

In connection with the 2003 Stock Transaction and subsequent issuance of senior subordinated notes (see Note 3 to our consolidated financial statements), U.S. generally accepted accounting principles required that the purchase price paid in excess of the book value of our equity acquired be allocated to our assets and liabilities based upon estimates of their fair values. This application of purchase accounting resulted in increasing the value of inventory at the time of the 2003 Stock Transaction by $4.0 million. This inventory was sold in June 2003 and accordingly $4.0 million was recorded as cost of goods sold. This amount does not reflect costs incurred or amounts paid by us to prepare inventory for sale and accordingly had no affect on our cash flows from operations.

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”).

Risk Management

We are exposed to market risk from changes in interest rates, exchange rates (primarily the Euro and British Pound) and commodity prices. From time to time, we enter into contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. We do not engage in 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. Additionally, as part of a risk-management strategy to reduce the impact of exchange rate fluctuations and/or interest rate fluctuations, we have historically entered into currency agreements and interest rate agreements with major banking institutions. See “Quantitative and Qualitative Disclosures About Market Risk”.

Approximately 58% and 25% of our 2004 net sales were derived from sales of aluminum and steel products, respectively. Both of these raw materials are subject to a high degree of volatility caused by, among other items, the relationship of world supply to world demand, the relationship of the U.S. Dollar to other currencies and the imposition of import and export tariffs. Historically, prices at which we sell aluminum and steel products tend to fluctuate with corresponding changes in the prices paid to suppliers for these raw materials. Supplier price increases and decreases are typically, but not always, due to competition and the market for alternative products, passed on to customers. Accordingly, our net sales and margins on aluminum and steel products may fluctuate with little or no change in the volume of shipments.

To assure continuity of supply, the Company negotiates contracts for minimum annual purchases of aluminum from several suppliers. Commitments for minimum annual purchases are typically at a market price. At December 31, 2004, the quantity of such minimum purchase commitments was approximately 150 million pounds for delivery in 2005 and 50 million pounds for delivery in each of 2006 and 2007. In addition, to ensure a margin on specific customer orders, the Company may commit to purchase aluminum ingot or coil at a fixed market price for future delivery. At December 31, 2004, such fixed price purchase commitments were approximately $60.6 million. All of the Company’s fixed price aluminum purchase commitments expire in 2005.

Results of Operations

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

	Year ended December 31, 2004			Seven months ended December 26, 2003(1)			Five months ended May 23, 2003			Year ended December 27, 2002
Statement of Earnings Data:		100.0	%		100.0	%		100.0	%		100.0	%
Net sales
Costs and expenses:
Cost of goods sold		78.9	%		80.4	%		80.0	%		79.5	%
Selling and general		8.9	%		10.3	%		10.0	%		9.9	%
Depreciation and amortization		2.2	%		2.2	%		2.4	%		2.2	%
Earnings from operations		10.1	%		7.1	%		7.6	%		8.3	%
Interest expense, net		2.5	%		2.6	%		3.5	%		3.6	%
Other (income) expense, net		0.5	%		0.0	%		(0.2	)%		(0.1	)%
Earnings before income taxes		7.1	%		4.5	%		4.3	%		4.9	%
Provision for income taxes		2.5	%		1.5	%		1.6	%		1.8	%
Net earnings		4.5	%		3.1	%		2.6	%		3.1	%

(1) In connection with the 2003 Stock Transaction (see Note 3 to the consolidated financial statements) and subsequent issuance of senior subordinated notes, U.S. generally accepted accounting principles required that the purchase price paid in excess of the book value of the equity acquired by allocated to the assets and liabilities of the Company based upon their fair values. This application of purchase accounting resulted in increasing the value of inventory at the time of the 2003 Stock Transaction by $4.0 million. This inventory was sold in June 2003 and accordingly $4.0 million was recorded as cost of goods sold. This amount does not reflect costs incurred or amounts paid by the Company to prepare inventory for sale and accordingly had no affect on the cash flows from operations of the Company.

Year ended December 31, 2004 compared to the five months ended May 23, 2003 and seven months ended December 26, 2003. The following table sets forth the net sales and earnings from operations data by segment for the year ended December 31, 2004, the five months ended May 23, 2003 and the seven months ended December 26, 2003.

	Net Sales									Earnings from Operations
	Year ended December 31, 2004			Seven months ended December 26, 2003			Five months ended May 23, 2003			Year ended December 31, 2004			Seven months ended December 26, 2003(1)			Five months ended May 23, 2003
	In thousands
U.S. Fabrication Roof Drainage		$	258,685		$	125,507		$	53,464		$	28,794		$	15,423		$	4,669
U.S. Fabrication Building Materials		390,222			200,427			107,586			27,368			7,054			3,988
European Roll Coating		193,294			96,046			59,653			27,781			8,518			7,577
European Fabrication		122,626			61,708			39,912			13,283			3,576			3,532
Total		$	964,827		$	483,688		$	260,615		$	97,226		$	34,571		$	19,766

Net Sales. For the year ended December 31, 2004, net sales were $964.8 million compared to $744.3 million for the year ended December 26, 2003, an increase of $220.5 million or 29.6%. Net sales in the U.S. increased 33.3% to $648.9 million for the year ended December 31, 2004, from $487.0 million for the year ended December 26, 2003. This increase in net sales in the U.S. includes an increase in net sales in the U.S. Fabrication Roof Drainage segment of $79.7 million or 44.5%, and an increase in net sales in the U.S. Fabrication Building Materials segment of $82.2 million or 26.7%. Sales in the U.S. Fabrication Roof Drainage segment increased primarily due to the acquisition of Berger Holdings on November 26, 2003, together with higher sales volumes of raincarrying products to home centers and home improvement contractors, and higher selling prices resulting from rising aluminum and steel costs. Sales in the U.S. Fabrication Building Materials segment increased primarily from higher sales volumes of fabricated aluminum and steel roofing and siding to rural contactors, industrial and architectural customers and home centers, higher sales volumes of aluminum doors, exterior walls and roofing panels to U.S. RV manufacturers, higher sales volumes of painted aluminum coil to external customers from our Helena, Arkansas paintline, higher sales volumes of patio awning products to home improvement contractors and higher sales volumes of fabricated steel siding and accessory parts to manufactured housing producers. In addition, higher selling prices on products manufactured from aluminum and steel contributed to the increase in net sales.

Net sales in Europe increased 22.8% to $315.9 million for the year ended December 31, 2004, from $257.3 million for the year ended December 26, 2003. This increase in European net sales includes an increase in net sales in the European Roll Coating segment of $37.6 million or 24.1%, and an increase in net sales in the European Fabrication segment of $21.0 million or 20.7%. Approximately $18.4 million and $12.1 million of the increase in the European Roll Coating segment and the European Fabrication segment, respectively, were a result of the strengthening of the Euro and British Pound against the U.S. Dollar. The balance of the increase in the European Roll Coating segment primarily resulted from higher sales volumes of painted aluminum and steel coil to European OEMs, including RV and commercial panel manufacturers. The balance of the increase in the European Fabrication segment primarily resulted from higher sales volumes to the European transportation industry, together with higher sales volumes of fabricated doors and windows to European RV manufacturers and higher sales volumes of residential doors to U.K. home centers.

Cost of goods sold. Cost of goods sold, as a percentage of net sales, were 79.8% for the year ended December 31, 2004, compared to 80.2% for the year ended December 26, 2003. The decrease as a percentage of net sales is primarily attributable to the $4.0 million increase in inventories resulting from the application of the purchase method of accounting to the 2003 Stock Transaction (see Note 3 to our consolidated financial statements). The $4.0 million increase was recognized in cost of goods sold in June 2003. Higher U.S. aluminum and steel costs, together with higher freight costs, have largely been offset by higher selling prices on products manufactured from aluminum and steel, together with higher sales volumes in each of our four reporting segments.

Selling and general. Selling and general expenses, as a percentage of net sales, were 8.9%, 10.0% and 10.3% for the year ended December 31, 2004, the five months ended May 23, 2003 and the seven months ended December 26, 2003, respectively. Selling and general expenses increased to $85.8 million in the year ended December 31, 2004, from $26.2 million in the five months ended May 23, 2003 and $49.6 million in the seven months ended December 26, 2003. The increase for the year ended December 31, 2004, resulted primarily from the acquisition of Berger Holdings in November 2003, together with higher selling expenses due to the increase in sales volume, higher employee compensation expense, higher cost of employee benefits, and higher information technology costs. These items were partially offset by lower product warranty costs. Additionally, a stronger Euro and British Pound against the U.S. Dollar in the year ended December 31, 2004, used in converting local currency into U.S. Dollars, resulted in higher selling and general expense in the year ended December 31, 2004. The seven months ended December 26, 2003 include $1.4 million in compensation expense resulting from bonus payments associated with the 2003 Stock Transaction. The year ended December 31, 2004 and the seven months ended December 26, 2003 include advisory fees payable to CVC Management LLC of $1.2 million and $0.8 million, respectively. Prior to the 2003 Stock Transaction and the establishment of the advisory agreement with CVC Management LLC, there were no advisory fees paid to CVC Management LLC. The year ended December 31, 2004 and the seven months ended December 26, 2003 include amortization of restricted stock awards of $0.8 million and $0.4 million, respectively. The restricted stock awards were issued in June 2003 at the time of the 2003 Stock Transaction. Long-term incentive plan expenses were $0.5 million and $2.6 million for the five months ended May 23, 2003 and the seven months ended December 26, 2003, respectively. No expense was recorded under the long-term incentive plan in 2004, as 2003 was the final year of the plan.

Depreciation and Amortization. Depreciation and amortization expense was $21.0 million for the year ended December 31, 2004, compared to $6.3 million and $10.6 million for the five months ended May 23, 2003 and the seven months ended December 26, 2003, respectively. The increase in depreciation and amortization expense is primarily related to the acquisition of Berger Holdings in November 2003, together with amortization of customer relationships that were recorded at the time the Company finalized its estimates of the fair market values of identifiable assets in connection with the 2003 Stock Transaction. Partially offsetting these items was lower depreciation expense resulting from changes in the useful lives of machinery and equipment.

Earnings from operations. Earnings from operations were $97.2 million for the year ended December 31, 2004, compared to $19.8 million for the five months ended May 23, 2003 and $34.6 million for the seven months ended December 26, 2003. In the seven months ended December 26, 2003, earnings from operations reflect $4.0 million charged to expense resulting from the application of the purchase method of accounting to the 2003 Stock Transaction.

Earnings from operations in the U.S. Fabrication Roof Drainage segment were $28.8 million for the year ended December 31, 2004, compared to $4.7 million for the five months ended May 23, 2003 and $15.4 million for the seven months ended December 26, 2003. Operating margins were 11.1% for the year ended December 31, 2004, compared to 8.7% for the five months ended May 23, 2003 and 12.3% for the seven months ended December 26, 2003. Earnings from operations in the U.S. Fabrication Roof Drainage segment include $1.0 million of the $4.0 million increase in inventories charged to expense in June 2003 resulting from the application of the purchase method of accounting to the 2003 Stock Transaction. Lower operating margins in the year ended December 31, 2004 primarily resulted from higher depreciation and amortization expense, higher freight expense, and lower operating margins on aluminum and steel products. Lower operating margins on aluminum and steel products primarily resulted from higher aluminum and steel costs, partially offset by higher selling prices on products manufactured from aluminum and steel. Berger Holdings’ full year results are included in the year ended December 31, 2004, compared to one months results in the seven months ended December 26, 2003.

Earnings from operations in the U.S. Fabrication Building Materials segment were $27.4 million for the year ended December 31, 2004, compared to $4.0 million for the five months ended May 23, 2003 and $7.1 million for the seven months ended December 26, 2003. Operating margins were 7.0% for the year ended December 31, 2004, compared to 3.7% for the five months ended May 23, 2003 and 3.5% for the seven months ended December 26, 2003. Earnings from operations in the U.S. Fabrication Building Materials segment in the seven months ended December 26, 2003, include $1.7 million of the $4.0 million increase in inventories charged to expense in June 2003 resulting from applying the purchase method of accounting to the 2003 Stock Transaction. Higher sales volumes in the year ended December 31, 2004, partially offset by higher depreciation and amortization expense and lower operating margins on aluminum products, resulted in higher operating margins. Lower operating margins on aluminum products primarily resulted from higher aluminum costs, partially offset by higher selling prices on products manufactured from aluminum.

Earnings from operations in the European Roll Coating segment were $27.8 million for the year ended December 31, 2004, compared to $7.6 million for the five months ended May 23, 2003 and $8.5 million for the seven months ended December 26, 2003. Operating margins were 14.4% for the year ended December 31, 2004, compared to 12.7% for the five months ended May 23, 2003 and 8.9% for the seven months ended December 26, 2003. Earnings from operations in the European Roll Coating segment in the seven months ended September 26, 2003 include $0.9 million of the $4.0 million increase in inventories charged to expense in June 2003 resulting from applying the purchase method of accounting to the 2003 Stock Transaction. Higher sales volumes in the year ended December 31, 2004, together with operational improvements at our Corby, England paintline and lower depreciation and amortization expense, resulted in higher operating margins. The strengthening of the Euro and British Pound against the U.S. Dollar increased the European Roll Coating segment’s earnings from operations by $2.8 million.

Earnings from operations in the European Fabrication segment were $13.3 million for the year ended December 31, 2004, compared to $3.5 million for the five months ended May 23, 2003 and $3.6 million for the seven months ended December 26, 2003. Operating margins were 10.8% for the year ended December 31, 2004, compared to 8.8% for the five months ended May 23, 2003 and 5.8% for the seven months ended December 26, 2003. Earnings from operations in the European Fabrication segment in the seven months ended December 26, 2003, include $0.4 million of the $4.0 million increase in inventories charged to expense in June 2003 resulting from applying the purchase method of accounting to the 2003 Stock Transaction. Higher sales volumes in the year ended December 31, 2004, together with a more profitable product mix and lower depreciation and amortization expense, resulted in higher operating

margins. The strengthening of the Euro and British Pound against the U.S. Dollar increased the European Fabrication segment’s earnings from operations by $1.4 million.

Interest expense, net. Net interest expense was $24.2 million, $9.1 million and $12.7 million for the year ended December 31, 2004, the five months ended May 23, 2003 and the seven months ended December 31, 2003, respectively. The increase in net interest expense is primarily a result of a higher outstanding average debt balance during the year ended December 31, 2004 that was primarily incurred in connection with the repurchase of shares of Euramax common stock and the Berger Holdings acquisition. On August 6, 2003, we issued $200.0 million 8.50% senior subordinated notes. The proceeds from this issuance were used to purchase our outstanding $135.0 million 11.25% senior subordinated notes. The average outstanding balance under our senior secured credit facility was $85.1 million at an average interest rate of 5.5% for the year ended December 31, 2004, compared to $55.9 million at an average interest rate of 4.8% for the year ended December 26, 2003.

Other income (expense), net. Other income (expense), net was $(5.0) million, $0.5 million and $(0.1) million for the year ended December 31, 2004, the five months ended May 23, 2003 and the seven months ended December 26, 2003, respectively. The year ended December 31, 2004 includes a gain on the sale of non-core assets from our operation in France of $0.5 million. The seven months ended December 26, 2003 include expense of $1.5 million resulting from the premium paid to purchase a portion of our 11.25% senior subordinated notes in August 2003. The remaining other income (expense), net in both periods primarily resulted from foreign exchange gains and losses on unhedged assets and liabilities remeasured into the local currency.

Provision for income taxes. The effective rate for the provision for income taxes was 35.6% for the year ended December 31, 2004, compared to 38.2% for the five months ended May 23, 2003 and 32.5% for the seven months ended December 26, 2003. The change in the effective tax rate from 2003 to 2004 is primarily due to a higher proportion of earnings taxed at rates different than the U.S. Federal statutory rate.

Five months ended May 23, 2003 and seven months ended December 26, 2003 compared to year ended December 27, 2002. The following table sets forth the net sales and earnings from operations data by segment for the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002.

	Net Sales									Earnings from Operations
	Seven months			Five months			Year			Seven months			Five months			Year
	ended			ended			ended			ended			ended			ended
	December 26,			May 23,			December 27,			December 26,			May 23,			December 27,
	2003			2003			2002			2003(1)			2003			2002
	In thousands
U.S. Fabrication Roof Drainage		$	125,507		$	53,464		$	150,730		$	15,423		$	4,669		$	18,133
U.S. Fabrication Building Materials		200,427			107,586			290,171			7,054			3,988			18,565
European Roll Coating		96,046			59,653			128,543			8,518			7,577			11,229
European Fabrication		61,708			39,912			69,705			3,576			3,532			5,407
Total		$	483,688		$	260,615		$	639,149		$	34,571		$	19,766		$	53,334

Net Sales. For the year ended December 26, 2003, net sales were $744.3 million compared to $639.1 million for the year ended December 27, 2002, an increase of $105.2 million or 16.5%. Net sales in the U.S. increased 10.5% to $487.0 million for the year ended December 26, 2003, from $440.9 million for the year ended December 27, 2002. This increase in net sales in the U.S. includes an increase in net sales in the U.S. Fabrication Roof Drainage segment of $28.2 million or 18.7%, and an increase in net sales in the U.S. Fabrication Building Materials segment of $17.8 million or 6.1%. Sales in the U.S. Fabrication Roof Drainage segment increased primarily on higher sales of raincarrying products and accessories to home centers and distributors, together with the acquisition of Berger Holdings on November 25, 2003. Sales in the U.S. Fabrication Building Materials segment increased primarily from higher sales of aluminum and steel roofing and siding to industrial and architectural contractors and rural contractors, together with higher sales volumes of patio awning products and vinyl windows to home improvement contractors. Partially offsetting these increases were lower sales to RV manufacturers.

Net sales in Europe increased 29.8% to $257.3 million for the year ended December 26, 2003, from $198.2 million for the year ended December 27, 2002. This increase in European net sales includes an increase in net sales in the European Roll Coating segment of $27.2 million or 21.1%, and an increase in net sales in the European Fabrication segment of $31.9 million or 45.8%. Approximately $21.6 million and $12.7 million of the increase in the European Roll Coating segment and the European Fabrication segment, respectively, were a result of the strengthening of the Euro and British Pound against the U.S. Dollar. The balance of the increase in the European Roll Coating segment primarily resulted from higher sales volumes of painted aluminum and steel coil to European OEMs, including RV and commercial panel manufacturers, together with higher sales volumes of fabricated doors and windows to European RV manufacturers and higher sales volumes of residential doors to U.K. home centers.

Cost of goods sold. Cost of goods sold, as a percentage of net sales, were 80.2% for the year ended December 26, 2003, compared to 79.5% for the year ended December 27, 2002. This increase as a percentage of net sales is primarily attributable to the $4.0 million increase in inventories resulting from the application of the purchase method of accounting to the 2003 Stock Transaction (see Note 3 to our consolidated financial statements). The $4.0 million increase was recognized in cost of goods sold in June 2003. The remaining increase is largely attributable to higher U.S. aluminum costs, partially offset by higher selling prices in the U.S. on products manufactured from aluminum, lower operating margins in the U.S. Fabrication Building Materials segment resulting from lower sales volume to U.S. RV manufacturers, in addition to higher labor and utility costs. Higher labor costs resulted primarily from new product and product expansion initiatives undertaken over the past twelve months. Partially offsetting these items were higher operating margins in the European Roll Coating segment resulting from a more profitable product mix, together with efficiency gains at our Corby, England paintline and higher sales volumes in the U.S. Roof Drainage, European Roll Coating and European Fabrication segments.

Selling and general. Selling and general expenses were $26.2 million, $49.6 million and $63.6 million for the five months ended May 23, 2003, the seven months ended December 26, 2003 and the year ended December 27, 2002, respectively. Selling and general expenses, as a percentage of net sales, were 10.0%, 10.3% and 9.9% for the five months ended May 23, 2003, the seven months ended December 26, 2003 and the year ended December 27, 2002, respectively. The increase in selling and general expenses in 2003 resulted primarily from higher selling expenses due to the increase in sales volume, higher employee compensation expense, higher cost of employee benefits, higher product warranty costs and higher legal and professional expense. Additionally, a stronger Euro and British Pound against the U.S. Dollar in 2003, used in converting local currency into U.S. Dollars, resulted in higher selling and general expense in 2003.The seven months ended December 26, 2003 include $1.4 million in compensation expense resulting from bonus payments associated with the 2003 Stock Transaction, together with advisory fees of $0.8 million payable to CVC Management LLC and amortization of restricted stock awards of $0.4 million. Long-term incentive plan expenses were $0.5 million, $2.6 million and $2.2 million for the five months ended May 23, 2003, the seven months ended December 26, 2003 and the year ended December 27, 2002.

Depreciation and Amortization. Depreciation and amortization expense was $6.3 million and $10.6 million for the five months ended May 23, 2003 and the seven months ended December 26, 2003, respectively, compared to $14.0 million for the year ended December 27, 2002. Depreciation and amortization expense in 2003 reflect additional expense resulting from the strengthening of the Euro and British Pound against the U.S. Dollar. Depreciation and amortization expense in the seven months ended December 26, 2003, reflect additional expense resulting from the step-up in basis of our property, plant and equipment and intangible assets associated with the 2003 Stock Transaction. As a result of the step-up in basis of our property, plant and equipment and intangible assets associated with the 2003 Stock Transaction, an additional $0.8 million of depreciation and amortization expense was recognized in the seven months ended December 26, 2003.

Earnings from operations. Earnings from operations were $19.8 million and $34.6 million for the five months ended May 23, 2003 and the seven months ended December 26, 2003, respectively, compared to $53.3 million for the year ended December 27, 2002. In the seven months ended December 26, 2003, earnings from operations reflect $4.0 million charged to expense resulting from the application of the purchase method of accounting to the 2003 Stock Transaction.

Earnings from operations in the U.S. Fabrication Roof Drainage segment were $4.7 million for the five months ended May 23, 2003 and $15.4 million for the seven months ended December 26, 2003, compared to $18.1 million for the year ended December 27, 2002. Operating margins were 8.7% for the five months ended May 23, 2003 and 12.3% for the seven months ended December 26, 2003, compared to 12.0% for the year ended December 27, 2002. Earnings from operations in the U.S. Fabrication Roof Drainage segment include $1.0 million of the $4.0 million increase in inventories charged to expense in June 2003 resulting from the application of the purchase method of accounting to the 2003 Stock Transaction. The impact on operating margins of higher aluminum costs were largely offset by higher selling prices on products manufactured from aluminum, together with higher sales volumes.

Earnings from operations in the U.S. Fabrication Building Materials segment were $4.0 million for the five months ended May 23, 2003 and $7.1 million for the seven months ended December 26, 2003, compared to $18.6 million for the year ended December 27, 2002. Operating margins were 3.7% for the five months ended May 23, 2003 and 3.5% for the seven months ended December 26, 2003, compared to 6.4% for the year ended December 27, 2002. Earnings from operations in the U.S. Fabrication Building Materials segment in the seven months ended December 26, 2003, include $1.7 million of the $4.0 million increase in inventories charged to expense in June 2003 resulting from applying the purchase method of accounting to the 2003 Stock Transaction. Additionally, higher steel costs, partially offset by higher selling prices on products manufactured from steel, together with lower sales volumes to RV manufacturers resulted in lower operating margins in 2003.

Earnings from operations in the European Roll Coating segment were $7.6 million for the five months ended May 23, 2003 and $8.5 million for the seven months ended December 26, 2003, compared to $11.2 million for the year ended December 27, 2002. Operating margins were 12.7% for the five months ended May 23, 2003 and 8.9% for the seven months ended December 26, 2003, compared to 8.7% for the year ended December 27, 2002. Earnings from operations in the European Roll Coating segment in the seven months ended December 26, 2003, include $0.9 million of the $4.0 million increase in inventories charged to expense in June 2003 resulting from applying the purchase method of accounting to the 2003 Stock Transaction. Higher sales volumes in 2003, together with operational improvements at our Corby, England paintline and a more profitable profit mix resulted in higher operating margins in 2003. The strengthening of the Euro and British Pound against the U.S. Dollar increased the European Roll Coating segment’s earnings from operations by $1.4 million and $1.5 million in the five months ended May 23, 2003 and the seven months ended December 26, 2003, respectively.

Earnings from operations in the European Fabrication segment were $3.5 million for the five months ended May 23, 2003 and $3.6 million for the seven months ended December 26, 2003, compared to $5.4 million in the year ended December 27, 2002. Operating margins were 8.8% for the five months ended May 23, 2003 and 5.8% for the seven months ended December 26, 2003, compared to 7.8% for the year ended December 27, 2002. Earnings from operations in the European Fabrication segment in the seven months ended December 26, 2003, include $0.4 million of the $4.0 million increase in inventories charged to expense in June 2003 resulting from applying the purchase method of accounting to the 2003 Stock Transaction. Higher production costs resulting from new product and product expansion initiatives, together with a less profitable product mix, resulted in lower operating margins in 2003. The strengthening of the Euro and British Pound against the U.S. Dollar increased the European Fabrication segment’s earnings from operations by $0.5 million in the five months ended May 23, 2003 and the seven months ended December 26, 2003.

Interest expense, net. Net interest expense was $9.1 million, $12.7 million and $22.7 million for the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002, respectively. On August 6, 2003, we issued $200.0 million 8.5% senior subordinated notes. The proceeds from this issuance were used to purchase our outstanding $135.0 million 11.25% senior subordinated notes, of which $112.9 million were purchased on August 8, 2003 and $22.1 million were purchased on October 1, 2003. The average outstanding balance under our senior secured credit facility for the five months ended May 23, 2003, the seven months ended December 26, 2003 and the year ended December 27, 2002, was $78.2 million, $40.2 million and $76.9 million, respectively. The decrease in the seven months ended December 26, 2003, compared to the five months ended May 23, 2003 and the year ended December 27, 2002, primarily resulted from the repayment of debt outstanding under our revolving credit facility out of proceeds from the issuance of $200.0 million of senior subordinated notes. The average rate of interest on our senior secured credit facility for the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002 was 4.7%, 5.0% and 5.9%, respectively. In the seven months ended December 26, 2003, we expensed $0.6 million of deferred finance fees as a result of the purchase of our outstanding 11.25% senior subordinated notes.

Other income (expense), net. Other income (expense), net was $0.5 million, $(0.1) million and $0.7 million for the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002, respectively. In the seven months ended December 26, 2003, we recognized expense of $(1.5) million in accordance with SFAS No. 145 on the premium paid to purchase $135.0 million in principal amount of the 11.25% senior subordinated notes. The remaining income (expense) in each respective period resulted primarily from foreign exchange gains and losses on unhedged assets and liabilities remeasured into the local currency.

Provision for income taxes. The effective tax rate for the provision for income taxes was 38.2%, 32.5% and 36.5% for the five months ended May 23, 2003, the seven months ended December 26, 2003 and the year ended December 27, 2002. The decrease in the effective tax rate in the seven months ended December 26, 2003, compared to the five months ended May 23, 2003 and the year ended December 27, 2002 is primarily the result of a change in state tax consolidation reporting that enabled us to utilize state net operating losses.

Liquidity and Capital Resources

Liquidity. Our primary liquidity needs arise from debt service on indebtedness incurred in connection with acquisitions and the funding of capital expenditures. Our liquidity sources at December 31, 2004 include $43.9 million in cash and cash equivalents and an undrawn amount of $59.9 million under our revolving credit facility, subject to borrowing base limitations. At December 31, 2004, the entire $59.9 million was available. See Note 8 to our consolidated financial statements for additional discussion about our senior secured credit facility.

On March 31, 2004, we purchased 55% of our outstanding common stock held by Court Square Capital Limited, or 93,324.34 shares, for an aggregate purchase price of approximately $37.3 million. On April 30, 2004, we purchased the remaining 45% of our outstanding common stock held by Court Square Capital Limited, or 76,356.28 shares, for an aggregate repurchase price of $30.5 million. These purchases were funded with borrowings under our revolving credit facility.

In October 2004, the American Jobs Creation Act of 2004 (the “Jobs Creation Act”) was signed into law. The Jobs Creation Act includes a temporary incentive for U.S. multinationals to repatriate foreign earnings at an effective 5.25% tax rate. We are currently evaluating the details of the Jobs Creation Act, and have not decided whether, and to what extent, we might repatriate foreign earnings under the Jobs Creation Act. However, it is reasonably possible that we will repatriate some amount of foreign earnings between $0 to $130 million during 2005, with the respective tax liability ranging from $0 to $6.8 million.

Our leveraged financial position requires that a substantial portion of our cash flow from operations be used to pay interest on the senior subordinated notes, principal and interest under our senior secured credit facility and other indebtedness. Significant increases in the floating interest rates on borrowings under our senior secured credit facility would result in increased debt service requirements, which may reduce the funds available for capital expenditures and other operational needs. In addition, our leveraged position may impede our ability to obtain financing in the future for working capital, capital expenditures and general corporate purposes. Further, our leveraged position may make us more vulnerable to economic downturns, may limit our ability to withstand competitive pressures, and may limit our ability to comply with restrictive financial covenants required under our senior secured credit facility.

Our primary source of liquidity is funds generated from operations, which are supplemented by borrowings under our senior secured credit facility. Net cash provided by (used in) operating activities in the year ended December 31, 2004 was $33.6 million, compared to $(12.0) million and $77.0 million in the five months ended May 23, 2003 and the seven months ended December 26, 2003, respectively, and $25.4 million in the year ended December 27, 2002. In addition to cash generated from earnings, key components of our cash flow from operations are changes in our working capital accounts. The year ended December 31, 2004 includes a use of cash resulting from an increase in accounts receivable and inventories of $4.4 million and $42.1 million, respectively. Partially offsetting this use of cash was cash provided by an increase in accounts payable and other current liabilities of $13.0 million. The five months ended May 23, 2003 include a use of cash resulting from an increase in accounts receivable and inventories of $22.8 million and $13.0 million, respectively. Partially offsetting this use of cash was cash provided by an increase in accounts payable and other current liabilities of $9.2 million. The seven months ended December 26, 2003 include cash provided from an increase in accounts payable and other current liabilities of $23.1 million and a decrease in inventories of $16.8 million. The year ended December 27, 2002 includes a use of cash resulting from an increase in accounts receivable and inventories of $5.2 million and $11.2 million, respectively. Partially offsetting this use of cash was cash provided by an increase in accounts payable and other current liabilities of $6.9 million. The seasonality of our business results in significant changes in accounts receivable, inventories, accounts payable and accrued expense balances throughout the year, with balances typically higher at the end of our second and third quarters and lower at the end of our fourth quarter.

Net cash used in investing activities for the year ended December 31, 2004, the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002 were $11.3 million, $4.9 million, $40.1 million and $7.8 million, respectively. The seven months ended December 26, 2003 include the purchase of Berger Holdings, Ltd., which used $35.3 million of cash. An additional $1.3 million was paid for tendered shares of Berger Holdings, Ltd. in the year ended December 31, 2004. The year ended December 31, 2004, the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002, include capital expenditures of $11.1 million, $4.9 million, $5.1 million and $8.3 million, respectively.

Net cash (used in) provided by financing activities for the year ended December 31, 2004, the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002, were $(28.6) million, $18.2 million, $(4.7) million and $(13.9) million, respectively. The year ended December 31, 2004 includes borrowings under our revolving credit facility of $46.7 million to fund the repurchase of 55% of our outstanding common stock held by Court Square Capital Limited, for an aggregate purchase price of $67.9 million. Additionally, we repaid $7.8 million of our outstanding long-term debt in the year ended December 31, 2004. The five months ended May 23, 2003 include borrowings under our revolving credit facility of $18.3 million to fund our increase in working capital, together with the purchase of treasury stock for $2.6 million. The seven months ended December 26, 2003 include the receipt of approximately $191.6 million of proceeds, net of issuance costs, from the issuance of $200.0 million of senior subordinated notes. These proceeds, in addition to cash provided by operating activities, were used to purchase $135.0 million of our 11.25% Notes for $138.5 million, including premium, and repay $81.7 million on our revolving credit facility. On October 31, 2003 we borrowed approximately $35.0 million under the term loan portion of our amended and restated senior secured credit facility. The year ended December 27, 2002 includes a repayment of term loans under our senior secured credit facility in March 2002 of $39.0 million, borrowings under our revolving credit facility of $23.8 million and proceeds of $2.8 million from the termination of our British Pound swap.

Future payments due under debt, lease and unconditional purchase obligations at December 31, 2004 are as follows:

							Unconditional
	Long-Term			Non-Cancelable			Purchase
	Obligations			Operating Leases			Obligations			Total
2005		$	8,285		$	8,927		$	60,632	$	77,844
2006		8,150			7,214			—		15,364
2007		6,166			5,294			—		11,460
2008		60,512			3,895			—		64,407
2009		245			2,474			—		2,719
Thereafter		201,013			6,992			—		208,005
		$	284,371		$	34,796		$	60,632	$	379,799

Capital Expenditures. In addition to meeting debt service requirements, operating cash flows have enabled us to invest in capital projects, which maintain manufacturing capabilities, enable compliance with laws and regulations and prepare us for future growth. Capital expenditures were $11.1 million, $4.9 million, $5.1 million and $8.3 million in the year ended December 31, 2004, the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002, respectively. Capital expenditures in 2004, 2003 and 2002 include approximately $2.7 million, $1.6 million and $1.6 million, respectively, for improvements to the paintlines in Helena, Arkansas; Lancaster, Pennsylvania; Corby, England; and Roermond, The Netherlands. The paint lines are capital-intensive operations, and will continue to require improvements and upgrades in 2005 and beyond to enhance their capabilities and efficiencies. Capital expenditures in 2004, 2003 and 2002 include approximately $1.5 million, $4.1 million and $2.9 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. We expect that approximately $3.0 million to $4.0 million in capital expenditures are required annually to maintain existing equipment and facilities. We expect that capital spending in 2005 will also be devoted to projects that offer potential for internal growth through new products and expanding existing products to new markets, although these plans may change.

Working capital management. Working capital was $141.3 million as of December 31, 2004, compared to $116.8 million as of December 26, 2003. This increase in working capital is largely attributable to higher inventories at December 31, 2004.

Accounts receivable of $131.3 million as of December 31, 2004, increased $9.6 million, from $121.7 million as of December 26, 2003. A stronger British Pound and Euro compared to the U.S. Dollar used in converting the local currency balance sheet into U.S. Dollars resulted in a $5.4 million increase in accounts receivable. As of December 31, 2004, days sales outstanding in accounts receivable was 49 days, compared to 52 days as of December 26, 2003.

Inventories of $134.3 million as of December 31, 2004, increased $44.8 million, from $89.5 million as of December 26, 2003. A stronger British Pound and Euro compared to the U.S. Dollar used in converting the local currency balance sheet into U.S. Dollars resulted in a $3.0 million increase in inventories. As of December 31, 2004, days sales in inventories was 65 days, compared to 52 days as of December 26, 2003. The increase in inventories is primarily a result of higher aluminum, steel and copper prices, together with higher volumes of these materials in ending inventory. We made the decision to hold higher volumes of aluminum and steel in inventory as a result of concerns related to a tightening supply environment.

Off-Balance Sheet Arrangements

At December 31, 2004 and December 26, 2003, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We are, therefore, not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Inflation and Foreign Currency Translation

In recent years, inflation has not had a significant effect on our results of operations or financial condition. The assets and liabilities of our non-U.S. subsidiaries are translated into U.S. Dollars at current exchange rates and revenues and expenses are translated at average exchange rates.

Critical Accounting Policies

Business Combinations. In accordance with Statement of Financial Accounting Standard No. 141 (“SFAS No. 141”), “Business Combinations”, the Company allocates the cost of acquired companies to the identifiable tangible and intangible assets and liabilities acquired, with the remaining amount being classified as goodwill. Certain intangible assets are amortized to expense over time. The Company’s future operating performance will be impacted by the future amortization of identifiable intangible assets and potential impairment charges related to goodwill. Accordingly, the allocation of the purchase price to intangible assets and goodwill has an impact on the Company’s future operating results. The allocation of the purchase price of the acquired companies to intangible assets and goodwill requires management to make significant estimates and assumptions, including estimates of future cash flows expected to be generated by the acquired assets and the appropriate discount rate to value these cash flows. Should different conditions prevail, material write-downs of net intangible assets and/or goodwill could occur.

The Company was required to recognize certain identifiable intangible assets in connection with the 2003 Stock Transaction and acquired identifiable intangible assets in connection with the acquisition of Berger Holdings. These identifiable intangible assets primarily consist of the value associated with customer relationships, trade names and patents. The valuation of these intangible assets is subjective and requires a great deal of expertise and judgment. The values of the customer relationships were primarily derived using estimates of future cash flows to be generated from the customer relationships. This approach was used since the inherent value of the customer relationship is its ability to generate current

and future income. The value of the trade names and patents were determined using an estimate market-based royalty rate applied to projected future revenue. While different amounts would have been reported using different methods or using different assumptions, the Company believes that the methods selected and the assumptions used are the most appropriate for each asset analyzed.

Allowance for doubtful accounts, inventory obsolescence, warranty reserves and legal proceedings. Our significant accounting policies are described in Note 2 to the consolidated financial statements. As indicated there, we make 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, warranty costs and legal proceedings. Ranges of estimates are developed based upon historical experience, specifically identified conditions and management expectations for the future occurrence of certain events. In the event that actual results differ from these estimates or we adjust these estimates in future periods, adjustments to the amounts recorded could materially impact our financial position and results of operations. Historically, our experience has not been materially different than our estimates. There have been no significant changes in the assumptions used to develop our estimates in establishing reserves and allowances for doubtful accounts, inventory obsolescence and warranty costs from fiscal year 2003 to fiscal year 2004 and no significant changes are anticipated for fiscal 2005.

Income taxes. Our income tax accounting policy is significant in determining financial position and results of operations. Such policy requires us to estimate income taxes in each jurisdiction in which we operate. This involves estimating actual current tax expense, assessing tax exposure matters and assessing temporary differences resulting from the different treatment of items under U.S. generally accepted accounting principles and tax law. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheet. We 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 judgment 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 judgments, it may be necessary to adjust amounts recorded in income tax accounts, which could materially impact our financial position and results of operations. There have been no significant changes in the assumptions used to develop our estimates in establishing our income tax expense, tax exposure matters or deferred taxes. As discussed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Accounting Pronouncements”, income tax expense in 2005 may be impacted by the repatriation of foreign earnings under the American Jobs Creation Act of 2004.

Impairment of goodwill. We use judgment in assessing goodwill for impairment. Upon adoption of SFAS No. 142 on December 29, 2001, we assessed the recoverability of our goodwill. Subsequent to the adoption of SFAS No. 142, we review the carrying value of our goodwill at least annually on the first day of the fiscal fourth quarter, or sooner if events or changes in circumstances indicate the carrying value may exceed fair value. Recoverability is determined by comparing management’s estimate of 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 31, 2004, we had $140.5 million of goodwill, net of amortization, included in our statement of financial position.

Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities”, or FIN 46, which addresses consolidation of variable interest entities. FIN 46 requires a variable interest entity to be consolidated by a parent company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. A variable interest entity is a corporation, partnership, trust or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. For older entities, these requirements will begin to apply in the first fiscal year or interim period beginning after December 15, 2003. The adoption of FIN 46 did not have an impact on the Company’s financial position or results of operations in fiscal year 2004.

In December 2003, the FASB issued Statement No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Post Retirement Benefits”, or SFAS No. 132 (revised 2003). SFAS No. 132 (revised 2003) requires additional disclosures to those in the original Statement No. 132 about the assets, obligations, cash flows and net periodic cost of defined benefit plans and other defined benefit postretirement plans. The Company’s disclosures in Note 13 incorporate the additional disclosures required by SFAS No. 132 (revised 2003).

In October 2004, the Jobs Creation Act was signed into law. The Jobs Creation Act includes a temporary incentive for U.S. multinationals to repatriate foreign earnings at an effective 5.25 percent tax rate. Such repatriations must occur in either an enterprise’s last tax year that began before the enactment date, or the first tax year that begins during the one-year period beginning on the date of enactment.

FASB Staff Position 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004” (“FSP 109-2”), indicates that the lack of clarification of certain provisions within the Jobs Creation Act and the timing of the enactment necessitate a practical exception to the SFAS No. 109, “Accounting for Income Taxes,” (“SFAS No. 109”) requirement to reflect in the period of enactment the effect of a new tax law. Accordingly, an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Creation Act on its plan for reinvestment or repatriation of foreign earnings. FSP 109-2 requires that the provisions of SFAS No. 109 be applied as an enterprise decides on its plan for reinvestment or repatriation of its unremitted foreign earnings. The Company is currently evaluating the details of the Jobs Creation Act and, as of December 31, 2004, management had not decided whether, and to what extent, the Company might repatriate foreign earnings under the Jobs Creation Act. Accordingly, the consolidated financial statements do not reflect any provision for taxes on the unremitted foreign earnings that might be remitted under the Jobs Creation Act. However, it is reasonably possible that the Company will repatriate some amount between $0 and $130 million during 2005, with the respective tax liability ranging from $0 to $6.8 million. The Company expects to be in a position to finalize its assessment and the impact, if any, it may have on income tax expense by December 30, 2005.

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of Accounting Research Bulletin No. 43, Chapter 4.” SFAS No. 151 requires that abnormal amounts of idle facility expense, freight, handling costs and wasted materials (spoilage) be recorded as current period charges and that the allocation of fixed production overheads to inventory be based on the normal capacity of the production facilities. SFAS No. 151 is effective for the Company on December 31, 2006. The Company does not believe that the adoption of SFAS No. 151 will have a material impact on the consolidated financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share Based Payment” (“SFAS No. 123(R)”). SFAS No. 123(R) supercedes APB Opinion No. 25, “Accounting for Stock Issued to

Employees,” and amends SFAS No. 95, “Statement of Cash Flows.” Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. SFAS No. 123(R) must be adopted by June 25, 2005. Currently, the Company has elected to use the intrinsic value method permitted by APB 25 to value stock awards issued under equity compensation programs. The Company is evaluating option valuation models, including the Black-Scholes formula, to determine which model the Company will utilize upon adoption of SFAS No. 123(R). The Company plans to adopt SFAS No. 123(R) using the modified-prospective method. The Company does not anticipate that adoption of SFAS No. 123(R) will have a material impact on the Company’s stock-based compensation expense.

Environmental Matters

Based upon environmental reviews conducted internally on a quarterly basis, by outside consultants on a periodic basis, and by outside consultants in connection with the acquisition of Alumax’s fabricated products business, and assuming compliance by Alumax with its indemnification obligations under the related acquisition agreement, we believe that we are 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 our consolidated financial position, results of operations or cash flows. Pursuant to the terms of the Alumax 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.

well. Moreover, under Berger’s lease, the landlord retained any liability for this contamination. Accordingly, although the facility leased by Berger is on an NPL site, the effects of this contamination would not reasonably be expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

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.

We are 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, we enter into contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. Additionally, we have the option to commit to purchase a specific quantity of aluminum over a specified time period at a fixed price. We would then be exposed for the difference between the fixed price and the market price of aluminum. The Company does not engage in 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. In addition, although approximately 33% of the our sales for the year ended December 31, 2004, originated in Europe and were impacted by exchange rate fluctuations, we have not historically utilized derivatives to manage foreign currency exchange risks related to our European operations. However, in connection with our risk-management strategy, we have 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 our 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. As of December 31, 2004, we have an unhedged Euro liability of 32.5 million Euros on a U.S. subsidiary. We do not plan to hedge this exposure. For detailed information on the terms and fair values of our financial instruments and derivative instruments, see Note 9 to our consolidated financial statements.

Interest Rate Risk

This analysis presents the hypothetical increase in interest expense and increase in other expense related to those financial instruments and derivative instruments held by us at December 31, 2004, that are sensitive to changes in interest rates. A hypothetical 10 percent increase in interest rates for one year on our variable rate financial instruments would increase annual interest expense by approximately $0.5

million as calculated at December 31, 2004, as compared to a hypothetical increase in annual interest expense of approximately $0.2 million as calculated at December 26, 2003.

A hypothetical 10% decrease in interest rates for one year on our derivative instruments would increase other expense by approximately $0.1 million as calculated at December 31, 2004 and December 26, 2003.

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 us at December 31, 2004, that are sensitive to changes in foreign currency exchange risks. A hypothetical 10 percent increase in the British Pound compared to the U.S. Dollar would increase our foreign exchange loss by approximately $3.9 million as calculated at December 31, 2004, as compared to a hypothetical increase in our foreign exchange loss of approximately $2.1 million as calculated at December 26, 2003. A hypothetical 10 percent increase in the Euro compared to the U.S. Dollar would increase our foreign exchange loss by approximately $4.1 million as calculated at December 31, 2004, compared to a hypothetical decrease in foreign exchange loss of approximately $1.2 million as calculated at December 26, 2003.

All other factors remaining unchanged, a hypothetical 10 percent increase in foreign currency exchange rates for one year would increase annual interest expense by approximately $0.4 million as calculated at December 31, 2004, for those financial instruments and derivative instruments affected by foreign currency exchange fluctuations, as compared to a hypothetical increase in annual interest expense of approximately $0.2 million as calculated at December 26, 2003.

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 31, 2004 and December 26, 2003, and the related consolidated statements of earnings, changes in equity, and cash flows for the year ended December 31, 2004, the seven months ended December 26, 2003, the five months ended May 23, 2003 and the year ended December 27, 2002. 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 the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 31, 2004 and December 26, 2003, and the consolidated results of their operations and their cash flows for the year ended December 31, 2004, the seven months ended December 26, 2003, the five months ended May 23, 2003 and the year ended December 27, 2002, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

	/s/ Ernst & Young LLP
Atlanta, Georgia
March 29, 2005

Euramax International, Inc. and Subsidiaries
Consolidated Statements of Earnings

	Successor								Predecessor
	Year ended December 31, 2004				Seven months ended December 26, 2003				Five months ended May 23, 2003				Year ended December 27, 2002
	Thousands of U.S. Dollars
Net sales		$	964,827			$	483,688			$	260,615			$	639,149
Costs and expenses:
Cost of goods sold		760,784				388,829				208,420				508,254
Selling and general		85,802				49,649				26,153				63,593
Depreciation and amortization		21,015				10,639				6,276				13,968
Earnings from operations		97,226				34,571				19,766				53,334
Interest expense, net		(24,163		)		(12,659		)		(9,126		)		(22,748		)
Other (expense) income, net		(5,037		)		(48		)		506				703
Earnings before income taxes		68,026				21,864				11,146				31,289
Provision for income taxes		24,232				7,108				4,254				11,432
Net earnings		$	43,794			$	14,756			$	6,892			$	19,857

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

Euramax International, Inc. and Subsidiaries
Consolidated Balance Sheets

	Successor
	December 31, 2004				December 26, 2003
	Thousands of U.S. Dollars (except share data)
ASSETS
Current assets:
Cash and cash equivalents		$	43,877			$	48,227
Accounts receivable, less allowance for doubtful accounts (2004—$2,318; 2003—$2,956)		131,317				121,689
Inventories, net		134,280				89,543
Deferred income taxes		8,132				6,318
Other current assets		2,590				1,870
Total current assets		320,196				267,647
Property, plant and equipment, net		161,288				141,437
Goodwill, net		140,483				176,394
Customer relationships, net		41,302				—
Other intangible assets, net		4,385				3,767
Deferred income taxes		5,934				3,595
Other assets		13,453				15,989
		$	687,041			$	608,829
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Cash overdrafts		$	2,376			$	436
Accounts payable		103,978				91,689
Accrued expenses		42,271				39,404
Accrued interest payable		7,109				7,068
Income taxes payable		4,061				3,831
Deferred income taxes		959				936
Liability under financial derivatives		9,850				—
Current maturities of long-term debt		8,285				7,487
Total current liabilities		178,889				150,851
Long-term debt, less current maturities		276,086				231,807
Commitments and contingencies		—				—
Deferred income taxes		52,716				29,282
Other liabilities		32,187				26,939
Total liabilities		539,878				438,879
Shareholders’ equity:
Class A common stock—$1.00 par value; 600,000 shares authorized, 500,019.91 issued and 322,815.17 outstanding in 2004, 492,495.79 outstanding in 2003		500				500
Class B convertible common stock—$1.00 par value; 600,000 shares authorized, no shares issued in 2004 and 2003		—				—
Additional paid-in capital		155,495				155,495
Common stock in treasury, at cost—177,204.74 and 7,524.12 shares in 2004 and 2003, respectively		(69,836		)		(1,964		)
Restricted stock grant		(2,616		)		(3,381		)
Retained earnings		58,550				14,756
Accumulated other comprehensive income, net of tax		5,070				4,544
Total shareholders’ equity		147,163				169,950
		$	687,041			$	608,829

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

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

																			Accumulated
				Additional															Other
	Common			Paid-in			Treasury				Restricted				Retained				Comprehensive
	Stock			Capital			Stock				Stock				Earnings				Income (Loss)				Totals
	Thousands of U.S. Dollars
Predecessor 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		)
Predecessor balance at December 27, 2002		500			53,220			(2,056		)		—				44,439				(9,884		)	86,219
Comprehensive income:
Net earnings for the five months ended May 23, 2003		—			—			—				—				6,892				—			6,892
Foreign currency translation adjustment		—			—			—				—				—				6,921			6,921
Gain on derivative instruments, net of taxes		—			—			—				—				—				100			100
Comprehensive income																							13,913
Repurchase of common stock		—			—			(2,556		)		—				—				—			(2,556		)
Predecessor balance at May 23, 2003		500			53,220			(4,612		)		—				51,331				(2,863		)	97,576
2003 Stock Transaction		—			100,821			—				—				(51,331		)		2,863			52,353
Comprehensive income:
Net earnings for the seven months ended December 26, 2003		—			—			—				—				14,756				—			14,756
Foreign currency translation adjustment		—			—			—				—				—				4,552			4,552
Minimum pension liability, net of taxes		—			—			—				—				—				(83		)	(83		)
Gain on derivative instruments, net of taxes		—			—			—				—				—				75			75
Comprehensive income																							19,300
Issuance of restricted stock from shares held in treasury		—			1,330			2,498				(3,828		)									—
Amortization of restricted stock		—			—			—				447				—				—			447
Repurchase of common stock		—			—			(80		)		—				—				—			(80		)
Issuance of common stock from shares held in treasury		—			124			230				—				—				—			354
Successor balance at December 26, 2003		500			155,495			(1,964		)		(3,381		)		14,756				4,544			169,950
Comprehensive income:
Net earnings for 2004		—			—			—				—				43,794				—			43,794
Foreign currency translation adjustment		—			—			—				—				—				5,893			5,893
Minimum pension liability, net of taxes		—			—			—				—				—				(358		)	(358		)
Loss on derivative instruments, net of taxes		—			—			—				—				—				(5,009		)	(5,009		)
Comprehensive income																							44,320
Amortization of restricted stock		—			—			—				765				—				—			765
Repurchase of common stock		—			—			(67,872		)		—				—				—			(67,872		)
		$	500		$	155,495		$	(69,836	)		$	(2,616	)		$	58,550			$	5,070		$	147,163

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

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

	Successor								Predecessor
					Seven months				Five months
	Year ended				ended				ended				Year ended
	December 31,				December 26,				May 23,				December 27,
	2004				2003				2003				2002
	Thousands of U.S. Dollars
Cash flows from operating activities:
Net earnings		$	43,794			$	14,756			$	6,892			$	19,857
Reconciliation of net earnings to net cash provided by (used in) operating activites:
Depreciation and amortization		21,015				10,639				6,276				13,968
Amortization of deferred finance fees		2,262				1,034				563				1,319
Amortization of restricted stock grants		765				447				—				—
Loss on redemption of 11.25% Notes		—				2,070				—				—
Provision for doubtful accounts		185				600				212				(177		)
Foreign exchange loss (gain)		6,415				(1,343		)		(405		)		(796		)
(Gain) loss on sale of assets		(537		)		(1		)		(32		)		552
Deferred income taxes		3,700				(1,078		)		2,162				4,274
Changes in operating assets and liabilities (excluding acquisitions):
Accounts receivable		(4,444		)		3,009				(22,778		)		(5,203		)
Inventories		(42,144		)		16,781				(13,014		)		(11,197		)
Other current assets		(629		)		2,247				(1,908		)		294
Accounts payable and other current liabilities		12,985				23,112				9,225				6,892
Income taxes payable		(9,431		)		(1,605		)		3,664				(2,516		)
Other noncurrent assets and liabilities		(310		)		6,341				(2,902		)		(1,849		)
Net cash provided by (used in) operating activities		33,626				77,009				(12,045		)		25,418
Cash flows from investing activities:
Proceeds from sale of assets		1,107				293				35				492
Purchases of businesses, less cash acquired		(1,292		)		(35,256		)		—				—
Capital expenditures		(11,138		)		(5,129		)		(4,944		)		(8,263		)
Net cash used in investing activities		(11,323		)		(40,092		)		(4,909		)		(7,771		)
Cash flows from financing activities:
Changes in cash overdrafts		1,940				(4,477		)		2,603				461
Net borrowings (repayments) on revolving credit facility		46,663				(81,679		)		18,264				23,808
Repayment of long-term debt, including premium		(7,793		)		(138,532		)		—				(38,952		)
Issuance of long-term debt		—				234,990				—				—
Proceeds from settlement of currency agreements		—				—				—				2,790
Expenses relating to the 2003 Stock Transaction		(664		)		(3,171		)		—
Issuance of common stock from shares held in treasury		—				354				—				—
Deferred finance fees		(891		)		(12,140		)		(116		)		(1,530		)
Purchases of treasury stock		(67,872		)		(80		)		(2,556		)		(475		)
Net cash (used in) provided by financing activities		(28,617		)		(4,735		)		18,195				(13,898		)
Effect of exchange rate changes on cash		1,964				2,380				778				2,000
Net (decrease) increase in cash and cash equivalents		(4,350		)		34,562				2,019				5,749
Cash and cash equivalents at beginning of period		48,227				13,665				11,646				5,897
Cash and cash equivalents at end of period		$	43,877			$	48,227			$	13,665			$	11,646
Supplemental cash flow information:
Income taxes paid, net		$	26,378			$	5,525			$	1,261			$	9,471
Interest paid, net		$	21,925			$	6,910			$	9,610			$	20,958

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:

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

Euramax International, Inc. is an international producer of value-added aluminum, steel, vinyl and fiberglass fabricated products with facilities strategically located in all major regions of the continental United States, or U.S., the United Kingdom, or U.K., The Netherlands and France. The Company’s manufacturing and distribution network consists of 42 strategically located facilities, of which 36 are located in the U.S. and six are located in Europe. The Company sells its products principally to two markets, the building and construction market and the transportation market. The Company’s core products include specialty coated coils, aluminum recreational vehicle, or RV, sidewalls, RV doors, farm and agricultural panels, metal and vinyl raincarrying systems, soffit and fascia systems, and vinyl replacement windows. In addition, the Company sells an extensive line of accessory products, including roofing and siding hardware, trim parts and roof drainage accessories. The Company’s customers include original equipment manufacturers, or OEMs, such as RV manufacturers, commercial panel manufacturers and transportation industry manufacturers; rural contractors; home centers; home improvement contractors; distributors; industrial and architectural contractors; and manufactured housing producers. The Company’s sales are somewhat seasonal, with the second and third quarters typically accounting for the highest sales volumes.

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

Certain prior period amounts have been reclassified to conform to current year presentation.

2. Summary of Significant Accounting Policies:

Principles of Consolidation

The consolidated financial statements of the Company are prepared in conformity with U.S. generally accepted accounting principles and 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 53 weeks for the year ended December 31, 2004 and 52 weeks for the years ended December 26, 2003 and December 27, 2002, respectively.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. Although these estimates and assumptions are based on the Company’s knowledge of current events and actions the Company may take in

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

2. Summary of Significant Accounting Policies: (Continued)

the future, actual results could ultimately differ from those estimates and assumptions, and the differences could be material.

Cash and Cash 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. In connection with the Company’s finalization of the fair market values of its property, plant and equipment in the second quarter of 2004 (see Note 3), the Company evaluated the remaining useful lives over which its existing assets are to be depreciated. The estimated remaining useful lives of these assets were determined to range from 2 to 13 years for equipment and from 17 to 20 years for buildings. Effective June 25, 2004, the Company revised its policy relating to the useful lives of equipment. Under the new policy, the Company depreciates equipment purchased subsequent to June 25, 2004 over useful lives ranging from 3 to 37 years. 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 records goodwill when the purchase price paid in a business combination exceeds the estimated fair value of the net tangible and intangible assets acquired. Additionally, the Company recorded goodwill resulting from the 2003 Stock Transaction, as described in Note 3. 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 on the first day of the Company’s fiscal fourth quarter. Such tests include comparing the fair value of a reporting unit to its carrying value, including goodwill. All goodwill is assigned to reporting units, which are one level below the Company’s operating segments. 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.

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

2. Summary of Significant Accounting Policies: (Continued)

Intangible Assets

The Company has recognized intangible assets, apart from goodwill, acquired in business combinations or resulting from the 2003 Stock Transaction at fair value on the date of the transaction. The Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets”, effective December 29, 2001. Under SFAS No. 142, indefinite lived intangible assets are not amortized, but are reviewed at least annually for impairment. The Company reviews its indefinite lived intangible assets for impairment as of the first day of its fiscal fourth quarter. The Company amortizes its intangible assets with finite lives over their useful lives based upon the pattern in which the economic benefits of the intangible assets are recognized. If that pattern cannot be determined, a straight-line amortization method is used. Intangible assets with finite lives are tested for impairment when indicators exist that the carrying amount of an intangible asset may not be recoverable.

Financial Instruments and Risk Management

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended by SFAS No. 137, SFAS No. 138 and SFAS No. 149, 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 the type of hedging relationship and whether it has been designated and qualifies as part of a 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, 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. 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. The Company formally assesses, both at the inception and at 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.

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

2. Summary of Significant Accounting Policies: (Continued)

Derivatives are recorded on the balance sheet at fair value in either other assets, other liabilities or liability under financial derivatives. 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 ineffective portion of a financial instrument’s change in fair value is immediately recognized in earnings as other income (expense).

Stock Based Compensation

As permitted by SFAS No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS No. 148, the Company has elected to apply APB No. 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for stock options issued under its equity compensation plan, as described in Note 10. Had compensation expense related to these stock options been determined based upon the fair value method under SFAS No. 123, net income would have been impacted as follows:

		Successor								Predecessor
						Seven months				Five months
		Year ended				ended				ended			Year ended
		December 31,				December 26,				May 23,			December 27,
		2004				2003				2003			2002
Net income, as reported			$	43,794			$	14,756			$	6,892		$	19,857
Add:	Stock-based employee compensation cost included in reported net income, net of related tax effects		—				143				—			—
Less:	Total stock-based employee compensation expense determined under fair value method		(189		)		(250		)		—			—
Pro forma net income			$	43,605			$	14,649			$	6,892		$	19,857

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

Revenue Recognition

The Company recognizes revenue when 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.

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

2. Summary of Significant Accounting Policies: (Continued)

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 the remeasurement of amounts that are not of a long-term investment nature into local currencies are included in other income (expense). Foreign currency gains and losses resulting from transactions in the ordinary course of business are recorded in selling and general expenses. The foreign currency transaction gains and losses recorded in selling and general expenses were not significant for any period presented.

Recent Accounting Pronouncements

In December 2003, the FASB issued Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, or FIN 46, which addresses consolidation of variable interest entities. FIN 46 requires a variable interest entity to be consolidated by a parent company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. A variable interest entity is a corporation, partnership, trust or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. The consolidation requirements of FIN 46 applied immediately to variable interest entities that were considered special-purpose entities. The Company determined that it does not have any relationships or arrangements with special purpose entities. These requirements were applicable in the first reporting period after March 15, 2004 for all other types of variable interest entities. The adoption of FIN 46 did not have an impact on the Company’s financial position or results of operations in fiscal year 2004.

In October 2004, the American Jobs Creation Act of 2004 (the “Jobs Creation Act”) was signed into law. The Jobs Creation Act includes a temporary incentive for U.S. multinationals to repatriate foreign earnings at an effective 5.25 percent tax rate. Such repatriations must occur in either an enterprise’s last tax year that began before the enactment date, or the first tax year that begins during the one-year period beginning on the date of enactment.

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

2. Summary of Significant Accounting Policies: (Continued)

necessitate a practical exception to the SFAS No. 109, “Accounting for Income Taxes,” (“SFAS No. 109”) requirement to reflect in the period of enactment the effect of a new tax law. Accordingly, an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Creation Act on its plan for reinvestment or repatriation of foreign earnings. FSP 109-2 requires that the provisions of SFAS No. 109 be applied as an enterprise decides on its plan for reinvestment or repatriation of its unremitted foreign earnings. As discussed in Note 11, the Company is currently evaluating the details of the Jobs Creation Act and, the impact, if any, it may have on the Company’s income tax expense in 2005.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share Based Payment” (“SFAS No. 123(R)”). SFAS No. 123(R) supercedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends SFAS No. 95, “Statement of Cash Flows.” Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. SFAS No. 123(R) must be adopted by June 25, 2005. Currently, the Company has elected to use the intrinsic value method permitted by APB 25 to value stock awards issued under equity compensation programs. The Company is evaluating option valuation models, including the Black-Scholes formula, to determine which model the Company will utilize upon adoption of SFAS No. 123(R). The Company plans to adopt SFAS No. 123(R) using the modified-prospective method. The Company does not anticipate that adoption of SFAS No. 123(R) will have a material impact on the Company’s stock-based compensation expense.

3. 2003 Stock Transaction:

On April 15, 2003, Citigroup Venture Capital Equity Partners, L.P. (“CVCEP”), and Citigroup Venture Capital Ltd. (“CVC”), entered into a definitive purchase agreement with CVC European Equity Partners, L.P. and CVC European Equity Partners (Jersey), L.P. (collectively “CVC Europe”), BNP Paribas, independent directors and certain members of management to purchase, for approximately $106.0 million, all of the shares of the Company held by CVC Europe and BNP Paribas, and a portion of the shares held by independent directors and management, (“2003 Stock Transaction”). The 2003 Stock Transaction was completed on June 12, 2003, with CVCEP purchasing 265,762.48 shares of the Company’s Class A common stock. For accounting purposes, the Company has used May 23, 2003, its May month-end, as the transaction date. After the completion of this transaction CVCEP and CVC collectively owned approximately 88.5% of the issued and outstanding shares of the Company, with management of CVCEP and directors and management of the Company holding the remaining shares. Prior to the 2003 Stock Transaction, CVC owned approximately 34.5% of the issued and outstanding shares of the Company. CVCEP is ultimately controlled by Citigroup, Inc. through limited and general partnership interests owned by its subsidiaries. CVC Europe is a group of limited partnerships in which Citigroup, Inc. owns a minority interest, but does not have management rights or control rights.

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

3. 2003 Stock Transaction: (Continued)

The change in ownership, together with the Company’s subsequent issuance of senior subordinated notes, required that the purchase price paid in excess of the book value of the Company’s equity acquired be allocated under the purchase method of accounting to the assets and liabilities of the Company based upon a percentage of their fair values proportional to the percentage of the ownership change. The preliminary allocation was based upon estimates by management of the fair market values of identifiable assets and liabilities, with the remainder allocated to goodwill. The liabilities assumed included approximately $3.8 million of fees related to the transaction, which were paid by the Company on behalf of its shareholders. During the second quarter of 2004, the Company finalized its estimates of the fair market values of its property, plant and equipment and intangible assets as of the transaction date. The Company revised its preliminary allocation based upon this final valuation. The preliminary and final allocation of the purchase price is detailed below. The increase in basis resulting from this transaction is not deductible for income tax purposes.

Purchase price	$	105,981
Less: Company equity acquired	53,628
Increase in basis	$	52,353

	Preliminary Allocation				Final Allocation
Record fair value of inventories		$	4,000		$	4,000
Record fair value of property, plant and equipment		16,000			28,112
Record fair value of senior subordinated notes		(2,040		)	(2,040		)
Record fair value of deferred financing fees		(1,000		)	(1,000		)
Record fair value of patent (15 year life)		2,500			714
Record fair value of customer relationships (12 year life)		—			42,869
Transaction fees		(3,835		)	(3,835		)
Record income taxes for effect of step-up in basis of assets and transaction fees		(6,270		)	(26,050		)
Increase to goodwill, net		42,998			9,583
		$	52,353		$	52,353

Adjustments to reflect changes from the preliminary allocation to the final allocation were recorded in the second quarter of 2004. Such adjustments included recording $5.8 million of amortization of the customer relationship intangible asset and a $5.7 million reduction of depreciation expense. The reduction in depreciation expense resulted from differences in the fair values and remaining useful lives of property, plant and equipment between the preliminary and final estimates. Such adjustments did not have a material affect on the Company’s financial position or results of operations.

The following unaudited pro-forma information presents the results of operations of the Company as if the 2003 Stock Transaction had occurred as of the beginning of the period presented. The pro-forma information is not necessarily indicative of what would have occurred had the 2003 Stock Transaction been completed at that time, nor is it indicative of future results of operations. The pro-forma amounts give effect to appropriate adjustments for the fair value of the assets acquired, liabilities assumed, amortization

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

3. 2003 Stock Transaction: (Continued)

of property, plant and equipment, intangibles and restricted stock, incurrence of the advisory fees owed to CVC Management and income taxes.

	Year ended December 31, 2004			Seven months ended December 26, 2003			Five months ended May 23, 2003			Year ended December 27, 2002
Pro-forma net sales		$	964,827		$	483,688		$	260,615		$	639,149
Pro-forma net earnings		43,794			14,936			6,421			18,172

4. Acquisitions:

On November 18, 2003, pursuant to a tender offer, Amerimax Pennsylvania, Inc., a wholly owned subsidiary of Euramax, acquired 93% of Berger Holdings’ outstanding common shares for $3.90 per share. The acquisition of Berger Holdings was completed on November 25, 2003 by the merger of Amerimax Pennsylvania, Inc. into Berger Holdings, with Berger Holdings as the surviving corporation. As a result of the merger, each common share of Berger Holdings not owned by Euramax was converted into the right to receive $3.90 per share in cash. The total purchase price of this acquisition was approximately $36.8 million. The Company preliminarily allocated the purchase price in excess of the net assets acquired to Berger Holdings’ assets and liabilities under the purchase method of accounting based on estimates by management of fair market values of identifiable assets and liabilities, with the remainder allocated to goodwill. During the second quarter of 2004, the Company revised the allocation of the purchase price to reflect final asset and liability valuations. The adjustments to record the final asset and liability valuations did not have a material affect on the Company’s financial position or its results of operations. Berger Holdings manufactures metal roof drainage products and roofing accessories as well as residential and commercial snow guards and is included in the Company’s U.S. Fabrication Roof Drainage segment. The results of operations of Berger Holdings are included in the Company’s consolidated statement of earnings from the acquisition date.

5. Inventories:

Inventories were comprised of:

	Successor
	December 31,			December 26,
	2004			2003
Aluminum and steel coil		$	91,431		$	55,487
Raw materials		22,553			18,578
Work in process		2,617			2,402
Finished products		17,679			13,076
		$	134,280		$	89,543

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

The Company has disclosed aluminum and steel coil separately, as it represents inventory that can be classified as raw material, work in process or finished product. Aluminum and steel coil represent both painted and bare coil. Inventories are net of related reserves totaling $3,231 at December 31, 2004 and $3,581 at December 26, 2003.

6. Property, Plant and Equipment:

Components of property, plant and equipment were as follows:

	Successor
	December 31,				December 26,
	2004				2003
Land and improvements		$	19,829			$	12,205
Buildings		57,875				54,870
Machinery and equipment		137,282				116,864
		214,986				183,939
Less accumulated depreciation		(57,456		)		(44,463		)
		157,530				139,476
Construction in progress		3,758				1,961
		$	161,288			$	141,437

Depreciation expense was $11.8 million, $6.2 million, $10.5 million, and $13.8 million for the year ended December 31, 2004, the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002, respectively.

7. Goodwill and Intangible Assets:

During the second quarter of 2004, the Company finalized its estimates of the fair market values of its property, plant and equipment and intangible assets resulting from the 2003 Stock Transaction, as described in Note 3, and the acquisition of Berger Holdings, as described in Note 4.

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

7. Goodwill and Intangible Assets: (Continued)

The following table reflects goodwill balances and activity by reportable segment for the years ended December 31, 2004 and December 26, 2003:

	U.S. Fabrication				U.S. Fabrication				European
	Roof				Building				Roll				European
	Drainage				Materials				Coating				Fabrication			Total
Predecessor balance at December 27, 2002		$	49,585			$	35,930			$	19,387			$	5,897	$	110,799
2003 Stock Transaction		10,682				13,971				13,296				5,049		42,998
Berger Holdings acquisition		18,674				—				—				—		18,674
Foreign exchange translation		—				—				4,286				1,023		5,309
Other		(462		)		(924		)		—				—		(1,386		)
Successor balance at December 26, 2003		78,479				48,977				36,969				11,969		176,394
Adjustment for final allocation relating to the 2003 Stock Transaction		(11,587		)		(15,592		)		(6,693		)		457		(33,415		)
Adjustment for final allocation relating to acquisition of Berger Holdings		(4,838		)		—				—				—		(4,838		)
Foreign exchange translation		—				—				2,503				1,003		3,506
Other		—				(1,164		)		—				—		(1,164		)
Successor balance at December 31, 2004		$	62,054			$	32,221			$	32,779			$	13,429	$	140,483

Intangible assets consisted of the following:

	Successor
	As of December 31, 2004										As of December 26, 2003
	Gross Carrying			Accumulated				Net Carrying			Gross Carrying			Accumulated				Net Carrying
	Amount			Amortization				Amount			Amount			Amortization				Amount
Intangible assets subject to amortization:
Customer Relationships		$	50,518		$	(9,216	)		$	41,302		$	—		$	—			$	—
Patents		1,407			(162		)		1,245			2,882			(104		)		2,778
Non-compete agreements		1,390			(550		)		840			1,390			(401		)		989
		53,315			(9,928		)		43,387			4,272			(505		)		3,767
Intangible assets not subject to amortization:
Trade name		2,300			—				2,300			—			—				—
Total intangible assets		$	55,615		$	(9,928	)		$	45,687		$	4,272		$	(505	)		$	3,767

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

7. Goodwill and Intangible Assets: (Continued)

The aggregate amortization expense for intangible assets for the year ended December 31, 2004, the seven months ended December 26, 2003, and the five months ended May 23, 2003 was $9.2 million, $0.2 million and $0.1 million, respectively. The average useful lives of the Company’s customer relationships, patents and non-compete agreements are 12 years, 15 years and 9 years, respectively. Based on the carrying value of identified intangible assets recorded at December 31, 2004, and assuming no subsequent impairment of the underlying assets, the aggregate annual amortization expense for the next five years is expected to be as follows:

	Amortization of
Year	Intangible Assets
2005		$	5,878
2006		5,403
2007		4,879
2008		4,472
2009		4,088

8. Long-Term Obligations:

Long-term obligations consisted of the following:

	Successor
	December 31,				December 26,
	2004				2003
Senior Secured Credit Facility:
Revolving Credit Facility		$	50,095			$	—
Term Loan		31,977				36,559
8.5% Senior Subordinated Notes due 2011		200,000				200,000
Mortgage Note Payable		2,081				2,252
Capital Lease Obligations		218				483
		284,371				239,294
Less current maturities		(8,285		)		(7,487		)
		$	276,086			$	231,807

The Company’s senior secured credit facility includes a $110.0 million revolving credit facility and a $35.0 million term loan. The interest rates applicable to the loans under the amended and restated senior secured credit facility are based upon a Base Rate or Eurocurrency Rate (both as defined in the amended and restated senior secured credit facility), plus their respective margins. The Company’s amended and restated senior secured credit facility provides for variable rate margins, determined quarterly, based upon the Company’s ratio of EBITDA (as defined in the amended and restated senior secured credit facility) to total debt. The maximum and minimum Base Rate margins are 2.00% and 1.00%, respectively, on the revolving credit facility. The maximum and minimum Eurocurrency Rate margins are 3.00% and 2.25%, respectively, on the revolving credit facility, and 3.25% and 2.50%, respectively, on the term loan. The Company is subject to a commitment fee on a quarterly basis equal to 0.375% of the unused portion of the revolving credit facility. At December 31, 2004, the interest rate payable under the amended and restated

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

8. Long-Term Obligations: (Continued)

senior secured credit facility averaged 5.7%, compared to 6.6% at December 26, 2003. Loans under the amended and restated senior secured credit facility are made, at the election of the Company, in U.S. Dollars, Euros or British Pounds. Borrowings are repaid in the currency in which the loan is made. Outstanding loans under the amended and restated senior secured credit facility are to be repaid by October 8, 2008. Substantially all assets of the Company are pledged as collateral against the borrowings under the amended and restated senior secured credit facility.

The amended and restated senior secured credit facility contains certain covenants and restrictions on the Company’s actions, including certain restrictions on the payment of cash dividends. In addition, the amended and restated senior secured credit facility requires the Company to meet certain financial tests, including a fixed charge coverage ratio, minimum interest coverage ratio, maximum leverage ratio and maximum amounts of capital expenditures.

As of December 31, 2004, an undrawn amount of $59.9 million was available under the revolving credit facility. During 2004, borrowings under the senior secured credit facility increased $45.5 million, of which $6.2 million was due to fluctuations in foreign exchange rates. In 2003, borrowings under the senior secured credit facility increased $3.0 million due to fluctuations in foreign exchange rates, offset by repayments of $15.1 million.

On August 6, 2003, Euramax International, Inc. and Euramax International Holdings B.V. issued $200.0 million 8.50% senior subordinated notes due 2011 (the “8.50% Notes”). Euramax International, Inc. and Euramax International Holdings, B.V., a Netherlands holding company, are each co-obligors on the 8.50% Notes. Each of Euramax International, Inc.’s U.S. subsidiaries are guarantors of the 8.50% Notes. The 8.50% Notes mature on August 15, 2011. Interest on the 8.50% Notes is payable semi-annually in arrears on February 15 and August 15 of each year. The 8.50% Notes may be redeemed at the option of the Company, in whole or in part, under the conditions as specified in the indenture plus accrued and unpaid interest to the redemption date, at the following redemption prices if redeemed during the 12-month period beginning August 15 of the years indicated:

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

Additionally, at any time on or before August 15, 2006, the issuers may redeem up to 35% of the aggregate principal amount of the 8.50% Notes with the proceeds of qualified equity offerings at a redemption price equal to 108.5% of the principal amount plus accrued and unpaid interest. Upon a change of control, the Company may be required to offer to purchase the 8.50% Notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest. However, the senior secured credit facility limits the amount of 8.50% Notes the Company can purchase prior to repayment of the borrowings under the senior secured credit facility.

The 8.50% Notes are unsecured obligations and are effectively subordinated to all existing and future secured debt of the Company, including all of the obligations under the senior secured credit facility, and all liabilities of the co-obligors non-U.S. subsidiaries.

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

8. Long-Term Obligations: (Continued)

The indenture to the 8.50% Notes contains certain covenants that limit the Company’s ability to, among other things: incur indebtedness; make certain restricted payments; pay certain dividends, make certain distributions, make loans and transfer property; incur liens; issue or sell capital stock; enter into transactions with affiliates; and consolidate, merge or sell all or substantially all of the Company’s assets.

As required under a registration rights agreement executed as part of the offering of the 8.50% Notes, the Company commenced an offer to exchange the 8.50% Notes for new notes (“New Notes”), with terms substantially identical to the 8.50% Notes, except the New Notes are registered under the Securities Act of 1933 and the transfer restrictions and registration rights applicable to the 8.50% Notes do not apply to the New Notes. The Securities and Exchange Commission deemed the Company’s registration statement on Form S-4 relating to the offer to exchange the 8.50% Notes for the New Notes effective on March 1, 2004. The offer to exchange the 8.50% Notes for the New Notes was completed on March 29, 2004, once all of the outstanding 8.50% Notes were exchanged for New Notes.

Berger Bros Company, a U.S. subsidiary of Euramax that was acquired on November 25, 2003, had $2.1 million outstanding under a note payable as of December 31, 2004. The note payable accrues interest at a rate of 7.25%. Principal and interest are paid monthly in equal installments totaling approximately $0.3 million annually, with final payment of the remaining outstanding principal due in June 2008. The note payable is secured by a mortgage of Berger Bros Company’s Feasterville, Pennsylvania location.

Future maturities of long-term debt and capital lease obligations as of December 31, 2004 are as follows:

	Long-Term Debt		Capital Lease			Total
2005	$	8,107		$	178	$	8,285
2006	8,121			29		8,150
2007	6,155			11		6,166
2008	60,512			—		60,512
2009	245			—		245
Thereafter	201,013			—		201,013
	$	284,153		$	218	$	284,371

9. Financial Instruments:

In connection with the Company’s risk management strategy, the Company enters into currency agreements and interest rate agreements for other than trading purposes with major financial institutions to reduce the impact of exchange rate and/or interest rate fluctuations related to debt payments.

In March 2004, the Company entered into three Euro swaps (the “Euro Swaps”) with substantially equivalent terms. The terms of the Euro Swaps expire on August 15, 2011, and require the Company to pay approximately 49.3 million Euros with semi-annual payments at a weighted average interest rate of 8.81% in exchange for $60.0 million with semi-annual interest payments of 8.5%. The Euro Swaps were designated as cash flow hedges that effectively converted $60.0 million of the 8.5% Notes on the books of a Netherlands subsidiary into a fixed-rate Euro loan, which is expected to reduce the impact of foreign

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

9. Financial Instruments: (Continued)

exchange rate changes on the principal and interest payments on the loan. The effectiveness of the Euro Swaps is being assessed using the hypothetical derivative method, which compares the change in the fair value of the Euro Swaps 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 Euro Swaps were deemed to have no ineffectiveness in the year ended December 31, 2004. In the year ended December 31, 2004, $5.5 million in losses on the Euro Swaps were reclassified from Other Comprehensive Income (“OCI”) to other expense to offset gains recorded on the underlying debt being hedged. The amount to be reclassified into other income (expense) in 2005 is dependent upon the rate of exchange between the U.S. Dollar and Euro, and thus is not determinable at this time; however, the amount to be reclassified from OCI into other income (expense) will be equivalent to the gain or loss on the underlying debt. As of December 31, 2004, the Company had recorded a liability in other liabilities for the fair value of the Euro Swaps of $13.8 million.

In February 2002, the Company entered into a British Pound cross-currency swap agreement, or the British Pound Swap. The terms of the British Pound Swap expire on June 30, 2005, and require the Company to pay 19.0 million British Pounds with semi-annual interest payments at 12.63% in exchange for $27.2 million with semi-annual interest payments at 11.25%. The British Pound Swap was designated as a cash flow hedge that effectively converted $27.2 million of senior subordinated notes recorded on the books of a U.K. subsidiary into a fixed-rate British Pound loan, which reduced the impact of foreign exchange rate changes on the principal and interest payments on the loan. On August 8, 2003, the Company used the proceeds from the issuance of the 8.50% Notes to repay the portion of the senior subordinated notes that were hedged by the British Pound Swap. As a result of this repayment, the British Pound Swap became an ineffective hedge and no longer qualified for hedge accounting. The balance related to the British Pound Swap remaining in other comprehensive income at the time it became an ineffective hedge was not significant. Changes in fair market value on the British Pound Swap subsequent to it becoming an ineffective hedge are recognized in current earnings during the period of change. During the year ended December 31, 2004 the loss recognized in other expense related to the ineffectiveness of the British Pound Swap was $3.3 million. As of December 31, 2004, the Company had recorded a liability in current liabilities for the fair value of the British Pound Swap of $9.9 million.

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

9. Financial Instruments: (Continued)

The following table summarizes activity in OCI related to derivatives held by the Company:

	Before-Tax Gains (Losses)				Income Tax			After-Tax Gains (Losses)
Accumulated derivative net losses at December 28, 2001		$	(661	)	$	296			$	(365	)
Predecessor year ended December 27, 2002
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		)
Predecessor five months ended May 23, 2003
Net changes in fair value of derivatives		(455		)	131				(324		)
Net losses reclassified from OCI into earnings		645			(221		)		424
Accumulated derivative net losses at May 23, 2003		(800		)	305				(495		)
Successor seven months ended December 26, 2003
Purchase accounting adjustment related to the 2003 Stock Transaction		800			(305		)		495
Net changes in fair value of derivatives		748			(241		)		507
Net gains reclassified from OCI into earnings		(624		)	192				(432		)
Accumulated derivative net gains at December 26, 2003		124			(49		)		75
Successor year ended December 31, 2004
Net changes in fair value of derivatives		(13,143		)	4,535				(8,608		)
Net losses reclassified from OCI into earnings		5,522			(1,923		)		3,599
Accumulated derivative net losses at December 31, 2004		$	(7,497	)	$	2,563			$	(4,934	)

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 require 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 8.50% Notes, which are measured at the quoted market rate. The fair value of the 8.50% Notes was $213.0 million at December 31, 2004. The fair value of other long-term debt approximates their carrying value at December 31, 2004.

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The fair value of these financial instruments approximates book value at December 31, 2004 and December 26, 2003. The Company places its cash and cash 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

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

9. Financial Instruments: (Continued)

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.

10. Capital Structure:

Common Stock

The Company has authorized 1,200,000 shares consisting of 600,000 shares of Class A common stock, par value of one dollar ($1.00) per share, and 600,000 shares of Class B common stock, par value of one dollar ($1.00) per share. As of December 31, 2004, the Company had 500,019.91 issued and 322,815.17 outstanding shares of Class A common stock. Except with respect to voting rights, all shares of Class A and Class B 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 senior secured credit facility contains certain restrictions on the payment of cash dividends. See Note 8 for additional discussion on the senior secured credit facility.

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 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 common stock may be converted at any time into one share of Class A common stock at the option of the holder.

Stock Plans

On June 12, 2003, the Company established an equity compensation program, known as the Euramax International, Inc. 2003 Equity Compensation Plan, or 2003 Equity Plan, for the purpose of attracting and retaining valued employees. The 2003 Equity Plan was approved by the Board of Directors and was not subject to shareholder approval. Under the 2003 Equity Plan, the Company has granted restricted shares of Class A common stock and granted options to purchase shares of Euramax International, Inc. Class A common stock to selected officers and other key employees. The Company has reserved 35,719.6 shares of Class A common stock for issuance under the 2003 Equity Plan.

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

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

10. Capital Structure: (Continued)

The 2003 Equity Plan permits the committee to grant both incentive stock options and non-qualified stock options, with all options granted in connection with the 2003 Stock Transaction being non-qualified stock options. The committee may determine the number of options granted to each participant, the exercise price of each option, the duration of options (not to exceed 10 years), vesting provisions and all other terms and conditions of such options in individual option agreements. The non-qualified stock option grant agreements in effect on the date hereof provide that each participant will vest in 20% of the shares subject to the option grant on each anniversary of the date of grant, until becoming 100% vested after 5 years. Non-qualified stock option grant agreements under the 2003 Equity Plan provide that upon termination of employment with the Company, the exercise period for vested options will generally be limited, except that vested options will be canceled immediately upon a termination for cause. The non-qualified stock option grant agreements provide for the cancellation of all unvested options upon termination of employment with the Company. Under the 2003 Equity Plan, if any option shares subject to an outstanding option grant are forfeited or if the option grant otherwise terminates without exercise, any of these forfeited or terminated option grant shares may be reissued at the discretion of the committee. In connection with the 2003 Stock Transaction the Company issued 26,150 options to purchase shares of Class A common stock with an exercise price of $400.00 per share, which approximated fair value.

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

	Options Outstanding		Weighted Average Exercise Price		Shares Exerciseable
Balance, December 27, 2002		—	$	—		—
Options granted		26,150	400.00
Options exercised		—	—
Options forfeited		—	—
Options expired		—	—
Balance, December 26, 2003		26,150	400.00			—
Options granted		—	—
Options exercised		—	—
Options forfeited		—	—
Options expired		—	—
Balance, December 31, 2004		26,150	$	400.00		5,230

The 2003 Equity Plan also permits the Company to grant participants restricted shares of Class A common stock. The committee will determine the number of shares of restricted stock granted to each participant, the period the restricted stock is unvested and subject to forfeiture and all other terms and conditions applicable to such restricted stock in individual restricted stock agreements. The restricted stock agreements in effect on the date hereof provide that the participant will vest in 100% of the restricted shares five years from the date of grant. If an employee voluntarily terminates his or her employment, the employee will forfeit any unvested shares of restricted stock. If employment is terminated for any reason other than voluntary termination, all unvested shares of the restricted stock shall be accelerated as of the

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

10. Capital Structure: (Continued)

date of non-voluntary termination. All shares of restricted stock granted, and all shares acquired upon exercise of options granted, under the 2003 Equity Plan will be subject to the stockholders agreement described in Note 17. In connection with the 2003 Stock Transaction, the Company granted 9,569.6 shares of restricted Class A common stock with a fair value of $400.00 per share. The restricted stock grants were recorded as a contra equity account at issuance and are being amortized into earnings over the period that they vest. Total compensation expense recognized for the year ended December 31, 2004 and seven months ended December 26, 2003 was $0.8 million and $0.4 million, respectively.

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

11. Income Taxes:

The provisions for income taxes are comprised of the following:

	Successor								Predecessor
	Year ended December 31, 2004				Seven months ended December 26, 2003				Five months ended May 23, 2003				Year ended December 27, 2002
Current:
U.S. Federal		$	12,026			$	1,635			$	1,205			$	2,158
Non-U.S.		7,787				6,130				1,143				4,246
State		719				421				(256		)		754
		$	20,532			$	8,186			$	2,092			$	7,158
Deferred:
U.S. Federal		$	524			$	2,268			$	58			$	4,642
Non-U.S.		3,308				(3,259		)		2,029				(329		)
State		(132		)		(87		)		75				(39		)
		$	3,700			$	(1,078	)		$	2,162			$	4,274
		$	24,232			$	7,108			$	4,254			$	11,432

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

11. Income Taxes: (Continued)

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

	Successor						Predecessor
	Year ended December 31, 2004			Seven months ended December 26, 2003			Five months ended May 23, 2003			Year ended December 27, 2002
U.S.		$	26,979		$	12,667		$	1,784		$	19,734
Non-U.S.		41,047			9,197			9,362			11,555
		$	68,026		$	21,864		$	11,146		$	31,289

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

	Successor								Predecessor
	Year ended December 31, 2004				Seven months ended December 26, 2003				Five months ended May 23, 2003				Year ended December 27, 2002
Tax at U.S. Federal statutory rate		$	23,809			$	7,653			$	3,901			$	10,952
State income taxes, net of U.S. Federal income tax benefit		536				222				155				481
Earnings taxed at rates different than the U.S. Federal statutory rate		1,602				43				(143		)		(65		)
Permanent differences		219				63				101				233
Valuation allowances		(815		)		(556		)		—				—
Change in enacted tax rates in the Netherlands		(785		)		—				—				—
Other, net		(334		)		(317		)		240				(169		)
		$	24,232			$	7,108			$	4,254			$	11,432

At December 31, 2004 and December 26, 2003, the combined tax-effected temporary differences are as follows:

	Asset (Liability)
	Successor
	December 31, 2004				December 26, 2003
Accrued expenses		$	7,175			$	5,024
Accounts receivable		324				373
Inventories		(326		)		(15		)
Current, net		7,173				5,382
Property, plant and equipment		(31,802		)		(23,486		)
Customer relationships		(14,911		)		—
Net operating losses		4,278				2,960
Other liabilities		3,101				2,587
Valuation allowance		(2,026		)		(1,889		)
Other		(5,422		)		(5,859		)
Noncurrent, net		(46,782		)		(25,687		)
Total, net		$	(39,609	)		$	(20,305	)

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

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. The Company has state NOL carryforwards and capital loss carryforwards totaling $38.8 million, which expire between 2007 and 2024. The Company has other operating loss carryforwards totaling $6.5 million available to reduce future U.S. federal taxable income, subject to certain limitations. The Company’s valuation allowance was $2.0 million, $1.9 million and $2.7 million as of December 31, 2004, December 26, 2003 and December 27, 2002, respectively.

As discussed in Note 2, the Jobs Creation Act was enacted in October 2004. One of the provisions includes a temporary incentive for U.S. multinationals to repatriate foreign earnings at an effective 5.25 percent tax rate. The Company is currently evaluating the details of the Jobs Creation Act and, as of December 31, 2004, management had not decided whether, and to what extent, the Company might repatriate foreign earnings under the Jobs Creation Act. Accordingly, the consolidated financial statements do not reflect any provision for taxes on the unremitted foreign earnings that might be remitted under the Jobs Creation Act. However, it is reasonably possible that the Company will repatriate some amount between $0 and $130 million during 2005, with the respective tax liability ranging from $0 to $6.8 million. The Company expects to be in a position to finalize its assessment and the impact, if any, it may have on income tax expense by December 30, 2005.

12. Comprehensive Income:

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

	Successor
	December 31, 2004				December 26, 2003
Foreign currency translation adjustment		$	10,444			$	4,552
Accumulated derivative net (loss) gain, net of tax		(4,934		)		75
Minimum pension liability, net of tax		(440		)		(83		)
		$	5,070			$	4,544

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. The tax effects related to the minimum pension liability component of other comprehensive income (loss) were $0.3 million as of December 31, 2004, and were not significant as of December 26, 2003. The tax effects related to accumulated derivative net losses are disclosed in Note 9.

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

13. 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 plan has a measurement date of December 31, 2004.

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 31, 2004				Year ended December 26, 2003
Change in benefit obligation
Projected benefit obligation at beginning of year		$	3,486			$	2,678
Service cost		391				344
Interest cost		227				183
Plan amendments		—				18
Actuarial loss		568				338
Benefits paid		(145		)		(75		)
Projected benefit obligation at end of year		$	4,527			$	3,486
Accumulated benefit obligation		$	4,527			$	3,486
Change in plan assets
Fair value of plan assets at beginning of year		$	2,812			$	2,223
Actual gain on plan assets		229				416
Employer contributions		328				249
Benefits paid		(145		)		(75		)
Fair value of plan assets at end of year		$	3,224			$	2,813
Funded status		$	(1,303	)		$	(673	)
Unrecognized actuarial loss		649				74
Unrecognized prior service cost		6				7
Net amount recognized		$	(648	)		$	(592	)
Amounts recognized in the consolidated balance sheets
Other liabilities		$	(1,303	)		$	(673	)
Intangible asset		6				7
Accumulated other comprehensive loss		649				74
Net amount recognized in balance sheet		$	(648	)		$	(592	)

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

13. Employee Retirement Plans: (Continued)

income to additional paid-in capital. The Company expects to contribute approximately $0.4 million to its U.S. plan during fiscal 2005.

Weighted average assumptions used in computing the benefit obligations are as follows:

	Successor
	December 31, 2004			December 26, 2003
Weighted-average assumptions
Discount rate		5.75	%		6.25	%

Weighted average assumptions used in computing net periodic pension cost are as follows:

	Year ended December 31, 2004			Seven months ended December 26, 2003			Five months ended May 23, 2003			Year ended December 27, 2002
Weighted-average assumptions
Discount rate		6.25	%		6.75	%		6.75	%		7.25	%
Expected long-term rate of return on plan assets		8.00	%		8.00	%		8.00	%		8.00	%

Net periodic pension cost for the plan includes the following components:

	Successor								Predecessor
	Year ended December 31, 2004				Seven months ended December 26, 2003				Five months ended May 23, 2003				Year ended December 27, 2002
Components of net periodic pension cost
Service cost		$	391			$	201			$	143			$	300
Interest cost		227				107				76				152
Expected return on assets		(235		)		(109		)		(77		)		(174		)
Amortization of prior service cost		2				1				10				21
Recognized actuarial net loss		—				—				34				29
Net periodic pension cost		$	385			$	200			$	186			$	328

The following table sets forth the actual asset allocation for the plan as of December 31, 2004 and December 26, 2003, and the target asset allocation for the plan:

	Successor
	December 31, 2004			December 26, 2003			Target
Equity securities		68.2	%		63.7	%	60.00	%
Debt securities		30.6	%		35.2	%	37.00	%
Cash and cash equivalents		1.2	%		1.1	%	3.00	%

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

13. Employee Retirement Plans: (Continued)

To develop the expected long-term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio.

The investment strategy of the plan is to ensure, over the long-term life of the plan, an adequate pool of assets along with contributions by the Company to support the benefit obligations to participants, retirees and beneficiaries. The Company desires to achieve market returns consistent with a prudent level of diversification. All investments are made solely in the interest of the plan’s participants and beneficiaries for the exclusive purposes of providing benefits to such participants and their beneficiaries and defraying the expenses related to administering the plan. The target allocation of all assets is to reflect proper diversification in order to reduce the potential of a single security or single sector of securities having a disproportionate impact on the portfolio. The Company utilizes an outside investment consultant and investment manager to implement its investment strategy. Plan assets are generally invested in liquid funds that are selected to track broad market equity and bond indices. Investment performance of plan assets is reviewed semi-annually and the investment objectives are evaluated over rolling four year time periods.

Total benefit payments expected to be paid to participants from the plan are as follows:

Year	Expected Benefit Payments
2005		$	95
2006		113
2007		128
2008		146
2009		167
2010-2014		1,282

Defined Contribution:

The Company maintains two 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 year ended December 31, 2004, the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002, was approximately $1.8 million, $0.7 million, $1.0 million, and $1.5 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 U.K. Plan has a measurement date of December 31, 2004.

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

13. Employee Retirement Plans: (Continued)

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 31, 2004				Year ended December 26, 2003
Change in benefit obligation
Projected benefit obligation at beginning of year		$	29,399			$	23,250
Service cost		1,097				821
Interest cost		1,842				1,458
Employee contributions		472				420
Actuarial loss		2,683				1,582
Benefits paid		(980		)		(836		)
Currency translation adjustment		2,704				2,704
Projected benefit obligation at end of year		$	37,217			$	29,399
Accumulated benefit obligation at end of year		$	34,114			$	27,475
Change in plan assets
Fair value of plan assets at beginning of year		$	17,074			$	11,625
Actual gain on plan assets		1,582				2,131
Employer contributions		1,950				2,198
Employee contributions		472				420
Benefits paid		(980		)		(836		)
Currency translation adjustment		1,573				1,536
Fair value of plan assets at end of year		$	21,671			$	17,074
Funded status		$	(15,546	)		$	(12,325	)
Unrecognized actuarial net loss		3,072				420
Net amount recognized		$	(12,474	)		$	(11,905	)
Amounts recognized in the consolidated balance sheets
Other liabilities		$	(12,474	)		$	(11,905	)
Accumulated other comprehensive loss		—				—
Net amount recognized in balance sheet		$	(12,474	)		$	(11,905	)

As a result of the application of the purchase method of accounting resulting from the 2003 Stock Transaction and subsequent issuance of senior subordinated notes, the unrecognized actuarial loss on the plan at the time of the 2003 Stock Transaction was reclassified from accumulated other comprehensive loss to additional paid-in capital. The Company expects to contribute approximately $1.4 million to its U.K. plan during fiscal 2005.

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

13. Employee Retirement Plans: (Continued)

Weighted average assumptions used in computing the benefit obligation for the U.K. plan are as follows:

	December 31, 2004			December 26, 2003
Weighted-average assumptions
Discount rate		5.75	%		6.00	%
Rate of compensation increases		4.00	%		4.00	%

Weighted average assumptions used in computing net periodic pension cost for the U.K. plan are as follows:

	Year ended December 31, 2004			Seven months ended December 26, 2003			Five months ended May 23, 2003			Year ended December 27, 2002
Weighted-average assumptions
Discount rate		6.00	%		6.00	%		6.00	%		6.00	%
Rate of compensation increases		4.00	%		4.00	%		4.00	%		3.75	%
Expected long-term rate of return on plan assets		7.50	%		7.50	%		7.50	%		7.50	%

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

	Successor								Predecessor
	Year ended December 31, 2004				Seven months ended December 26, 2003				Five months ended May 23, 2003				Year ended December 27, 2002
Components of net periodic pension cost
Service cost		$	1,097			$	479			$	342			$	736
Interest cost		1,842				850				608				1,253
Expected return on assets		(1,397		)		(546		)		(390		)		(989		)
Recognized actuarial net loss		—				—				274				349
Net periodic pension cost		$	1,542			$	783			$	834			$	1,349

The following table sets forth the actual asset allocation for the plan as of December 31, 2004 and December 26, 2003, and the target asset allocation for the plan:

	Successor
	December 31, 2004			December 26, 2003			Target
Equity securities		68.4	%		69.2	%	65.00	%
Debt securities		31.3	%		30.1	%	35.00	%
Cash and cash equivalents		0.3	%		0.7	%	0.00	%

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

13. Employee Retirement Plans: (Continued)

To develop the expected long-term rate of return on asset assumptions, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio.

The investment strategy of the plan is to ensure, over the long-term life of the plan, an adequate pool of assets along with contributions by the Company and employees to support the benefit obligations to participants, retirees and beneficiaries. The Company desires to achieve market returns consistent with a prudent level of diversification. All investments are made solely in the interest of the plan’s participants and beneficiaries for the exclusive purposes of providing benefits to such participants and their beneficiaries and defraying the expenses related to administering the plan. The target allocation of all assets is to reflect proper diversification in order to reduce the potential of a single security or single sector of securities having a disproportionate impact on the portfolio. The Company utilizes an outside investment consultant and investment manager to implement its investment strategy. Plan assets are generally invested in liquid funds that are selected to track broad market equity and bond indices. Investment performance of plan assets is reviewed semi-annually and the investment objectives are evaluated over rolling four year time periods.

Total benefit payments expected to be paid to participants from the plan are as follows:

Year	Expected Benefit Payments
2005		$	620
2006		681
2007		831
2008		856
2009		865
2010-2014		7,630

Supplemental Executive Retirement Plan:

The Company has two unfunded supplemental retirement plans for members of management. At December 31, 2004 and December 26, 2003, the accrued liability for future benefits under the plans was $1.9 million and $1.7 million, respectively. Benefits expense for the plan totaled $0.3 million, $0.2 million and $0.3 million in 2004, 2003 and 2002, respectively.

14. 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 (as defined in the plan) and return on average net assets. Costs of the plan for year ended December 31, 2004, the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002, were approximately $5.4 million, $1.0 million, $1.6 million, and $3.7 million, respectively.

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

14. Incentive Plans: (Continued)

Long-Term Incentive Plan

In 1998, the Company established the Euramax International 1999 Phantom Stock Plan, or the Phantom Stock Plan, which was effective January 1, 1999. The purpose of the Phantom Stock Plan was 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 from January 1, 1999 to December 31, 2003. Participation in the Phantom Stock Plan was 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 Phantom Stock Plan, divided by 40,000 (the maximum number of phantom shares that may be awarded to participants under the Phantom Stock Plan). A phantom share entitles the participant to receive compensation equal to the value of a phantom share on December 31, 2003, minus the value of a phantom share at the date of grant, all as defined by the Phantom Stock Plan. On January 1, 1999, 36,000 of the phantom shares were granted, of which 26,547 shares remain outstanding as of December 31, 2004 and December 26, 2003. No additional grants of shares will be made under the Plan. Compensation expense accrues in the period from the date of grant to December 31, 2003, adjusted for changes in the value of the phantom shares. Compensation expense in connection with the Phantom Stock Plan for the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002 was $0.3 million, $2.7 million and $2.2 million, respectively. The value of the awards became fixed on December 31, 2003. As of December 31, 2004 and December 26, 2003, the Company had a liability of $4.0 million and $5.2 million, respectively, under the Phantom Stock Plan. Compensation is being 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 or disability of the participant; in which case the compensation will be paid out immediately.

15. Commitments and Contingencies:

Minimum commitments under long-term non-cancelable operating leases, principally for operating and office facilities at December 31, 2004 were as follows:

2005	$	8,927
2006	7,214
2007	5,294
2008	3,895
2009	2,474
Thereafter	6,992
	$	34,796

Rent expense amounted to $10.9 million, $3.2 million, $5.3 million and $6.8 million for the year ended December 31, 2004, the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002, respectively.

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

15. Commitments and Contingencies: (Continued)

Raw Material Commitments

Litigation

The Company is currently party to legal proceedings that have arisen in the ordinary course of business. Such proceedings involve claims by plaintiffs for reimbursement or damages that in the aggregate approximate $11.0 million. The Company has and will continue to vigorously defend itself in these matters. It is the opinion of the Company’s management, based upon information available at this time, that the expected outcome of these matters 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.

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

15. Commitments and Contingencies: (Continued)

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.

The facility that Berger Bros Company (“Berger”), a subsidiary of Berger Holdings, leases in Ivyland, Pennsylvania has contaminated groundwater as a result of the migration from an adjacent property which was formerly the Naval Air Warfare Center, currently an NPL site under CERCLA. The United States Navy is conducting a clean-up of the Naval Air Warfare Center NPL site under the Environmental Protection Agency’s supervision. The owner/landlord of the Berger property obtained liability protection under Pennsylvania’s Brownfield Law by demonstrating to the Commonwealth of Pennsylvania that the contamination is from an off-site source, and under Pennsylvania law that protection benefits the tenant as well. Moreover, under Berger’s lease, the landlord retained any liability for this contamination. Accordingly, although the facility leased by Berger is on an NPL site, the effects of this contamination would not reasonably be expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Product Warranties

	Successor								Predecessor
	Year ended December 31, 2004				Seven months ended December 26, 2003				Five months ended May 23, 2003				Year ended December 27, 2002
Beginning balance		$	3,993			$	3,394			$	2,809			$	2,389
Payments made or service provided		(3,655		)		(2,497		)		(720		)		(2,611		)
Warranty expense		3,323				2,963				1,119				2,764
Change related to changes in foreign currency exchange rates		280				133				186				267
Ending balance		$	3,941			$	3,993			$	3,394			$	2,809

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

16. Segment Information:

The Company’s acquisition of Berger Holdings on November 25, 2003 led to an assessment of operating segments that resulted in the Company’s identification of the U.S. Fabrication Roof Drainage operating segment. The business activities included in the U.S. Fabrication Roof Drainage operating segment were previously included in the U.S. Fabrication segment. Accordingly, segment information for the year ended December 27, 2002 has been revised to conform to the Company’s revised segments. The Company’s reportable segments are as follows:

U.S. Fabrication Roof Drainage—The U.S. Fabrication Roof Drainage segment facilities primarily fabricate coated aluminum and steel coil to produce gutters, downspouts, soffit, fascia, gutter accessories and other products. Such products are primarily sold to home centers, distributors and home improvement contractors.

U.S. Fabrication Building Materials—The U.S. Fabrication Building Materials segment facilities primarily fabricate coated aluminum and steel coil to produce roofing and siding panels, doors, windows, vehicle sidewalls and other products. Such products are primarily sold to RV manufacturers, rural contractors, home improvement contractors, industrial and architectural contractors and manufactured housing producers.

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’s Chief Operating Decision Maker evaluates the performance of its segments and allocates resources to them based primarily on EBITDA.

The Company is organized primarily on the basis of seven operating segments. Certain operating segments with similar economic characteristics have been aggregated according to similarity of products, nature of production processes, types of customers and product distribution methods. Two European subsidiaries have been aggregated into the European Roll Coating segment, two U.S. subsidiaries have been aggregated into the U.S. Fabrication Building Materials segment and two European subsidiaries have been aggregated into the European Fabrication segment. The U.S. Fabrication Roof Drainage operating segment is reported separately. The table below presents information about reported segments for the year ended December 31, 2004, the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002. Expenses and assets that are not segment specific relate to holding company and business development activities conducted for the overall benefit of the Company and, accordingly, are not attributable to the Company’s segments.

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

16. Segment Information: (Continued)

	Successor								Predecessor
					Seven months				Five months
	Year ended				ended				ended				Year ended
	December 31,				December 26,				May 23,				December 27,
	2004				2003				2003				2002
Sales
U.S. Fabrication Roof Drainage		$	261,586			$	126,904			$	54,415			$	152,678
U.S. Fabrication Building Materials		390,959				200,571				107,617				291,068
European Roll Coating		196,992				97,729				60,719				131,154
European Fabrication		122,626				61,708				39,913				69,705
Total segment sales		972,163				486,912				262,664				644,605
Eliminations		(7,336		)		(3,224		)		(2,049		)		(5,456		)
Consolidated net sales		$	964,827			$	483,688			$	260,615			$	639,149
EBITDA
U.S. Fabrication Roof Drainage		$	36,810			$	18,769			$	5,901			$	21,557
U.S. Fabrication Building Materials		34,967				11,797				5,860				24,291
European Roll Coating		32,471				12,688				9,508				15,639
European Fabrication		17,044				6,280				4,489				7,815
Total EBITDA for reportable segments		121,292				49,534				25,758				69,302
Expenses that are not segment specific		(8,088		)		(4,372		)		790				(1,297		)
Depreciation and amortization		(21,015		)		(10,639		)		(6,276		)		(13,968		)
Interest expense, net		(24,163		)		(12,659		)		(9,126		)		(22,748		)
Consolidated net earnings before income taxes		$	68,026			$	21,864			$	11,146			$	31,289

	Successor
	December 31,			December 26,
	2004			2003
ASSETS
U.S. Fabrication Roof Drainage		$	175,832		$	163,870
U.S. Fabrication Building Materials		188,349			153,513
European Roll Coating		182,256			153,921
European Fabrication		115,342			96,107
Assets that are not segment specific		25,262			41,418
Total assets		$	687,041		$	608,829

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

16. Segment Information: (Continued)

The following table reflects revenues from external customers by markets for the periods indicated. Revenues from external customers by groups of similar products have not been provided as it is impracticable for the Company to do so.

		Successor						Predecessor
Customers/Markets	Primary Products	Year ended December 31, 2004			Seven months ended December 26, 2003			Five months ended May 23, 2003		Year ended December 27, 2002
Original Equipment Manufacturers (“OEMs”)	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglasspanels; RV doors, windows and roofing; and composite building panels		$	368,963		$	186,132	$	120,289		$	264,447
Home Centers	Raincarrying systems, roofing accessories, windows, doors and shower enclosures		198,661			110,997		51,129			129,943
Rural Contractors	Steel and aluminum roofing and siding		159,656			85,880		38,980			130,758
Distributors	Metal coils, raincarrying systems and roofing accessories		91,936			29,880		12,084			25,611
Home Improvement Contractors	Vinyl replacement windows; metal coils, raincarrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings		84,322			40,248		20,919			51,954
Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories		35,346			17,362		9,183			17,063
Manufactured Housing	Steel siding and trim components		25,943			13,189		8,031			19,373
			$	964,827		$	483,688	$	260,615		$	639,149

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

16. Segment Information: (Continued)

The following table reflects sales and long-lived asset information by geographic area for the periods indicated:

	Sales
	Successor						Predecessor
				Seven months			Five months
	Year ended			ended			ended			Year ended
	December 31,			December 26,			May 23,			December 27,
	2004			2003			2003			2002
United States		$	648,907		$	325,934		$	161,050		$	440,901
The Netherlands		133,235			67,656			40,277			84,388
United Kingdom		118,427			56,733			39,025			79,293
France		64,258			33,365			20,263			34,567
		$	964,827		$	483,688		$	260,615		$	639,149

	Long-Lived Assets
	Successor
	December 31,			December 26,
	2004			2003
United States		$	207,071		$	207,525
The Netherlands		82,276			69,483
United Kingdom		55,714			48,168
France		15,850			12,411
		$	360,911		$	337,587

Non-U.S. revenue is based on the country in which the legal subsidiary is domiciled. The Company’s largest customer accounted for 10.2% of 2004 net sales and 11.8% of 2003 net sales. Sales from this customer are included in the Company’s U.S. Fabrication Roof Drainage and U.S. Fabrication Building Materials segments. As of December 31, 2004, this customer had an outstanding trade receivable balance of $10.0 million. No other customer represented greater than ten percent of the Company’s revenues in any period presented.

17. Related Party Transactions:

Repurchases of Common Stock

On March 31, 2004, the Company repurchased 55% of its outstanding Class A common stock held by Court Square Capital Limited, or 93,324.34 shares, for an aggregate repurchase price of approximately $37.3 million. On April 30, 2004, the Company repurchased the remaining 45% of its outstanding Class A common stock held by Court Square Capital Limited, or 76,356.28 shares, for an aggregate repurchase price of approximately $30.5 million.

In connection with the retirement of certain key employees, the Company repurchased 6,649.2 shares of its Class A common stock in 2003 for approximately $2.6 million in the aggregate.

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

17. Related Party Transactions: (Continued)

Stockholders Agreement

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

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

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

Registration Rights Agreement

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

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

17. Related Party Transactions: (Continued)

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

Advisory Agreement

In connection with the 2003 Stock Transaction, the Company entered into an advisory agreement with CVC Management LLC, or CVC Management, pursuant to which CVC Management may provide financial, advisory and consulting services to the Company. In exchange for these services, CVC Management will be entitled to an annual advisory fee. CVC Management’s annual advisory fee will be the greater of $0.6 million per year or 1% of the Company’s consolidated EBITDA (as defined in the advisory agreement), plus out-of-pocket expenses. Annual advisory fees in excess of $1.0 million are subject to the consent of the Company’s lenders under the credit facility. In December 2004, the Company paid $1.2 million to CVC Management for the 2004 annual advisory fee. In December 2003, the Company paid $0.8 million to CVC Management for the 2003 annual advisory fee. The Company has also agreed to pay CVC Management a transaction fee in connection with the consummation of each acquisition, divestiture or financing, including any refinancing, by the Company or any of its subsidiaries, in an amount equal to 1% of the value of the transaction, plus reasonable out-of-pocket expenses. Pursuant to the advisory agreement, the Company paid CVC Management a $1.0 million transaction fee in July 2003 in connection with services provided in connection with the 2003 Stock Transaction, a $2.0 million transaction fee in August 2003 in connection with the issuance and sale of the 8.5% Notes and a $1.5 million transaction fee in October 2003 in connection with the amendment and restatement of the senior secured credit facility. These transaction fees were capitalized. This advisory agreement has an initial term of ten years following the close of the 2003 Stock Transaction, subject to automatic one year extensions thereafter unless terminated by either party upon written notice 90 days prior to the expiration of the initial term or any extension thereof. The advisory agreement automatically terminates on a change of control or an initial public offering of the Company’s common stock. There are no minimum levels of service required to be provided pursuant to the advisory agreement. The advisory agreement includes customary indemnification provisions in favor of CVC Management.

18. Subsequent Event:

On January 31, 2005, the Company acquired substantially all of the assets and assumed certain liabilities of Gutter Suppliers, Inc. The purchase price, including approximately $0.6 in acquisition related fees and expenses, was approximately $13.9 million. Gutter Suppliers, Inc. manufactures metal roof drainage products, primarily for the residential contractor market, and will be included in the Roof Drainage segment.

19. Supplemental Consolidated Financial Statements:

On August 6, 2003, Euramax International, Inc. and Euramax International Holdings B.V. (each a “Co-Obligor) issued the 8.50% Notes. Each of the domestic restricted subsidiaries, as defined in the related bond indenture (the “Guarantor Subsidiaries”), fully and unconditionally guarantee the obligations of the Co-Obligors. The following supplemental consolidating financial statements as of

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

19. Supplemental Consolidated Financial Statements: (Continued)

December 31, 2004 and December 26, 2003, and for the year ended December 31, 2004, the five months ended May 23, 2003, the seven months ended December 26, 2003 and the year ended December 27, 2002, reflect the financial position, results of operations, and cash flows of each of the Co-Obligors, and such combined information of the Guarantor Subsidiaries and the non-guarantor subsidiaries, as if the guarantor structure of the $200.0 million of 8.50% Notes had been outstanding for each period. Euramax International Holdings B.V. was not acquired until July 17, 2003, had no assets or liabilities until August 6, 2003 and has no operations other than equity interests in consolidated subsidiaries that were acquired on March 16, 2004.

	Successor year ended December 31, 2004
					Euramax
	Euramax				International
	International				Holdings								Non-
	Inc.				BV				Guarantor				Guarantor								Consolidated
	(Co-Obligor)				(Co-Obligor)				Subsidiaries				Subsidiaries				Eliminations				Totals
Net sales		$	—			$	—			$	648,933			$	318,232			$	(2,338	)		$	964,827
Costs and expenses:
Cost of goods sold		—				—				518,118				245,004				(2,338		)		760,784
Selling and general		2,769				171				58,275				24,587				—				85,802
Depreciation and amortization		—				—				13,923				7,092				—				21,015
(Loss) earnings from operations		(2,769		)		(171		)		58,617				41,549				—				97,226
Equity in earnings of subsidiaries		58,490				16,034				—				49				(74,573		)		—
Interest expense, net		(12,712		)		(6,115		)		(3,035		)		(2,301		)		—				(24,163		)
Internal interest income (expense), net		1,047				997				(6,435		)		4,391				—				—
Other (expense) income, net		(4,474		)		413				(3,261		)		2,285				—				(5,037		)
Earnings before income taxes		39,582				11,158				45,886				45,973				(74,573		)		68,026
(Benefit) provision for income taxes		(4,212		)		(1,351		)		17,273				12,522				—				24,232
Net earnings		$	43,794			$	12,509			$	28,613			$	33,451			$	(74,573	)		$	43,794

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

19. Supplemental Consolidated Financial Statements: (Continued)

	Successor seven months ended December 26, 2003
					Euramax
	Euramax				International
	International				Holdings								Non-
	Inc.				BV				Guarantor				Guarantor								Consolidated
	(Co-Obligor)				(Co-Obligor)				Subsidiaries				Subsidiaries				Eliminations				Totals
Net sales		$	—			$	—			$	326,001			$	158,213			$	(526	)		$	483,688
Costs and expenses:
Cost of goods sold		—				—				262,919				126,436				(526		)		388,829
Selling and general		2,379				—				33,770				13,500				—				49,649
Depreciation and amortization		—				—				5,485				5,154				—				10,639
(Loss) earnings from operations		(2,379		)		—				23,827				13,123				—				34,571
Equity in earnings of subsidiaries		18,610				—				—				108				(18,718		)		—
Interest expense, net		(5,900		)		(2,223		)		(965		)		(3,571		)		—				(12,659		)
Internal interest (expense) income, net		(679		)		2,041				(3,956		)		2,594				—				—
Other income (expense), net		2,579				1,098				140				(3,865		)		—				(48		)
Earnings before income taxes		12,231				916				19,046				8,389				(18,718		)		21,864
(Benefit) provision for income taxes		(2,525		)		315				6,786				2,532				—				7,108
Net earnings		$	14,756			$	601			$	12,260			$	5,857			$	(18,718	)		$	14,756

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

19. Supplemental Consolidated Financial Statements: (Continued)

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

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

19. Supplemental Consolidated Financial Statements: (Continued)

	Predecessor year ended December 27, 2002
					Euramax
	Euramax				International
	International				Holdings							Non-
	Inc.				BV			Guarantor				Guarantor								Consolidated
	(Co-Obligor)				(Co-Obligor)			Subsidiaries				Subsidiaries				Eliminations				Totals
Net sales		$	—			$	—		$	440,901			$	198,712			$	(464	)		$	639,149
Costs and expenses:
Cost of goods sold		—				—			350,601				158,117				(464		)		508,254
Selling and general		2,039				—			44,045				17,509				—				63,593
Depreciation and amortization		—				—			7,831				6,137				—				13,968
(Loss) earnings from operations		(2,039		)		—			38,424				16,949				—				53,334
Equity in earnings of subsidiaries		25,793				—			—				60				(25,853		)		—
Interest expense, net		(4,224		)		—			(4,111		)		(14,413		)		—				(22,748		)
Internal interest (expense) income, net		(1,909		)		—			(6,256		)		8,165				—				—
Other (expense) income, net		—				—			(134		)		837				—				703
Earnings before income taxes		17,621				—			27,923				11,598				(25,853		)		31,289
(Benefit) provision for income taxes		(2,236		)		—			9,787				3,881				—				11,432
Net earnings		$	19,857			$	—		$	18,136			$	7,717			$	(25,853	)		$	19,857

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

19. Supplemental Consolidated Financial Statements: (Continued)

	Successor as of December 31, 2004
	Euramax				Euramax
	International,				International								Non-
	Inc.				Holdings B.V.				Guarantor				Guarantor							Consolidated
	(Co-Obligor)				(Co-Obligor)				Subsidiaries				Subsidiaries			Eliminations				Totals
ASSETS
Current assets:
Cash and cash equivalents		$	1			$	18			$	1,113			$	42,745		$	—			$	43,877
Accounts receivable, net		—				—				64,187				67,130			—				131,317
Inventories, net		—				—				97,724				36,556			—				134,280
Deferred income taxes		2,609				—				5,065				458			—				8,132
Other current assets		—				—				1,413				1,177			—				2,590
Total current assets		2,610				18				169,502				148,066			—				320,196
Property, plant and equipment, net		—				—				73,595				87,693			—				161,288
Amounts due from affiliates		125,722				193				87,168				86,943			(300,026		)		—
Goodwill, net		—				—				94,275				46,208							140,483
Customer relationships, net		—				—				25,693				15,609							41,302
Other intangible assets, net		—				—				2,085				—			—				2,085
Investment in consolidated subsidiaries		300,114				114,179				—				1,159			(415,452		)		—
Deferred income taxes		—				2,231				—				3,703			—				5,934
Other assets		5,422				2,937				6,001				1,393			—				15,753
		$	433,868			$	119,558			$	458,319			$	390,774		$	(715,478	)		$	687,041
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Cash overdrafts		$	—			$	—			$	2,376			$	—		$	—			$	2,376
Accounts payable		—				—				58,145				45,833			—				103,978
Accrued expenses		275				—				27,347				14,649			—				42,271
Accrued interest payable		4,375				2,246				488				—			—				7,109
Income taxes payable		(3,612		)		(1,515		)		(1,478		)		10,666			—				4,061
Deferred income taxes		—				—				—				959			—				959
Liability under financial derivatives		—				—				—				9,850			—				9,850
Current maturities of long-term debt		—				—				361				7,924			—				8,285
Total current liabilities		1,038				731				87,239				89,881			—				178,889
Long-term debt, less current maturities		137,255				62,745				52,033				24,053			—				276,086
Amounts due to affiliates		149,233				2,200				125,451				23,142			(300,026		)		—
Deferred income taxes		748				—				29,986				21,982			—				52,716
Other liabilities		—				13,848				3,470				14,869			—				32,187
Total liabilities		288,274				79,524				298,179				173,927			(300,026		)		539,878
Shareholders’equity:
Class A common stock		500				21				1				35,023			(35,045		)		500
Additional paid-in capital		155,866				29,170				119,166				110,673			(259,380		)		155,495
Treasury stock		(69,836		)		—				—				—			—				(69,836		)
Restricted stock		(2,616		)		—				—				—			—				(2,616		)
Retained earnings		58,550				13,109				41,426				33,003			(87,538		)		58,550
Accumulated other comprehensive income (loss)		3,130				(2,266		)		(453		)		38,148			(33,489		)		5,070
Total shareholders’ equity		145,594				40,034				160,140				216,847			(415,452		)		147,163
		$	433,868			$	119,558			$	458,319			$	390,774		$	(715,478	)		$	687,041

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

19. Supplemental Consolidated Financial Statements: (Continued)

	Successor as of December 26, 2003
	Euramax				Euramax
	International,				International								Non-
	Inc.				Holdings B.V.				Guarantor				Guarantor							Consolidated
	(Co-Obligor)				(Co-Obligor)				Subsidiaries				Subsidiaries			Eliminations				Totals
ASSETS
Current assets:
Cash and cash equivalents		$	—			$	21			$	19,408			$	28,798		$	—			$	48,227
Accounts receivable, net		—				—				56,753				64,936			—				121,689
Inventories, net		—				—				59,249				30,294			—				89,543
Deferred income taxes		111				—				6,207				—			—				6,318
Other current assets		—				—				997				873			—				1,870
Total current assets		111				21				142,614				124,901			—				267,647
Property, plant and equipment, net		—				—				64,865				76,572			—				141,437
Amounts due from affiliates		144,695				62,932				21,792				37,924			(267,343		)		—
Goodwill, net		—				—				127,457				48,937			—				176,394
Investment in consolidated subsidiaries		277,405				—				—				1,110			(278,515		)		—
Deferred income taxes		75				—				3				3,517			—				3,595
Other assets		5,723				2,866				9,478				1,689			—				19,756
		$	428,009			$	65,819			$	366,209			$	294,650		$	(545,858	)		$	608,829
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Cash overdrafts		$	—			$	—			$	436			$	—		$	—			$	436
Accounts payable		—				—				49,817				41,872			—				91,689
Accrued expenses		782				—				26,097				12,525			—				39,404
Accrued interest payable		4,477				2,092				129				370			—				7,068
Income taxes payable		(4,720		)		(71		)		3,686				4,936			—				3,831
Deferred income taxes		—				—				—				936			—				936
Current maturities of long-term debt		—				—				436				7,051			—				7,487
Total current liabilities		539				2,021				80,601				67,690			—				150,851
Long-term debt, less current maturities		137,255				62,745				2,299				29,508			—				231,807
Amounts due to affiliates		121,004				2				122,504				23,833			(267,343		)		—
Deferred income taxes		—				398				14,308				14,576			—				29,282
Other liabilities		—				—				5,355				21,584			—				26,939
Total liabilities		258,798				65,166				225,067				157,191			(267,343		)		438,879
Shareholders’equity:
Class A common stock		500				21				1				35,000			(35,022		)		500
Additional paid-in capital		155,866				—				125,681				78,066			(204,118		)		155,495
Treasury stock		(1,964		)		—				—				—			—				(1,964		)
Restricted stock		(3,381		)		—				—				—			—				(3,381		)
Retained earnings		14,756				601				15,468				10,266			(26,335		)		14,756
Accumulated other comprehensive income (loss)		3,434				31				(8		)		14,127			(13,040		)		4,544
Total shareholders’ equity		169,211				653				141,142				137,459			(278,515		)		169,950
		$	428,009			$	65,819			$	366,209			$	294,650		$	(545,858	)		$	608,829

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

19. Supplemental Consolidated Financial Statements: (Continued)

	Successor year ended December 31, 2004
	Euramax				Euramax
	International,				International								Non-
	Inc.				Holdings B.V.				Guarantor				Guarantor								Consolidated
	(Co-Obligor)				(Co-Obligor)				Subsidiaries				Subsidiaries				Eliminations				Totals
Cash flows from operating activities:
Net earnings		$	43,794			$	12,509			$	28,613			$	33,451			$	(74,573	)		$	43,794
Reconciliation of net earnings to cash provided by operating activities:
Depreciation and amortization		—				—				13,923				7,092				—				21,015
Amortization of deferred finance fees		844				417				641				360				—				2,262
Amortization of restricted stock grants		765				—				—				—				—				765
Provision for doubtful accounts		—				—				251				(66		)		—				185
Foreign exchange loss (gain)		4,490				(413		)		4,189				(1,851		)		—				6,415
Loss (gain) on sale of assets		—				—				4				(541		)		—				(537		)
Deferred income taxes		(936		)		(100		)		1,328				3,408				—				3,700
Dividends received		63,737				—				—				—				(63,737		)		—
Equity in earnings of subsidiaries		(58,490		)		(16,034		)		—				(49		)		74,573				—
Changes in operating assets and liabilities		437				(1,186		)		(42,155		)		(1,069		)		—				(43,973		)
Net cash provided by operating activities		54,641				(4,807		)		6,794				40,735				(63,737		)		33,626
Cash flows from investing activites:
Proceeds from sale of assets		—				—				76				1,031				—				1,107
Purchases of businesses		—				—				(1,292		)		—				—				(1,292		)
Contributed capital to subsidiaries		(28,262		)		—				—				—				28,262				—
Transfer of businesses between affiliates		—				(88,262		)		—				88,262				—				—
Capital expenditures		—				—				(6,125		)		(5,013		)		—				(11,138		)
Net cash (used in) provided by investing activities		(28,262		)		(88,262		)		(7,341		)		84,280				28,262				(11,323		)
Cash flows from financing activities:
Changes in cash overdrafts		—				—				1,940				—				—				1,940
Net borrowings on revolving credit facility		—				—				46,585				78				—				46,663
Repayment of long-term debt		—				—				(437		)		(7,356		)		—				(7,793		)
Dividends paid		—				—				(2,656		)		(61,081		)		63,737				—
Expenses relating to the 2003 Stock Transaction		(664		)		—				—				—				—				(664		)
Deferred finance fees		(555		)		(249		)		(63		)		(24		)		—				(891		)
Purchase of treasury stock		(67,872		)		—				—				—				—				(67,872		)
Contributed capital from parent		—				28,262				—				—				(28,262		)		—
Due (to) from affiliates		42,713				64,759				(62,397		)		(45,075		)		—				—
Net cash (used in) provided by financing activities		(26,378		)		92,772				(17,028		)		(113,458		)		35,475				(28,617		)
Effect of exchange rate changes on cash		—				294				(720		)		2,390				—				1,964
Net increase (decrease) in cash and cash equivalents		1				(3		)		(18,295		)		13,947				—				(4,350		)
Cash and cash equivalents at beginning of period		—				21				19,408				28,798				—				48,227
Cash and cash equivalents at end of period		$	1			$	18			$	1,113			$	42,745			$	—			$	43,877
Supplemental cash flow information:
Income taxes paid, net		$	15,352			$	6			$	1,385			$	9,635			$	—			$	26,378
Interest paid, net		$	11,971			$	5,556			$	2,029			$	2,369			$	—			$	21,925

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

19. Supplemental Consolidated Financial Statements: (Continued)

	Successor seven months ended December 26, 2003
	Euramax				Euramax
	International,				International								Non-
	Inc.				Holdings B.V.				Guarantor				Guarantor								Consolidated
	(Co-Obligor)				(Co-Obligor)				Subsidiaries				Subsidiaries				Eliminations				Totals
Cash flows from operating activities:
Net earnings		$	14,756			$	601			$	12,260			$	5,857			$	(18,718	)		$	14,756
Reconciliation of net earnings to cash (used in) provided by operating activities:
Depreciation and amortization		—				—				5,485				5,154				—				10,639
Amortization of deferred finance fees		281				132				356				265				—				1,034
Amortization of restricted stock grants		447				—				—				—				—				447
Loss on redemption of 11.25% Notes		1,142				—				—				928				—				2,070
Provision for doubtful accounts		—				—				814				(214		)		—				600
Foreign exchange (gain) loss		(1,922		)		(1,098		)		—				1,677				—				(1,343		)
Loss (gain) on sale of assets		—				—				33				(34		)		—				(1		)
Deferred income taxes		453				379				1,728				(3,638		)		—				(1,078		)
Equity in (earnings) loss of subsidiaries		(18,610		)		—				—				(108		)		18,718				—
Changes in operating assets and liabilities		2,363				1,805				37,605				8,112				—				49,885
Net cash (used in) provided by operating activities		(1,090		)		1,819				58,281				17,999				—				77,009
Cash flows from investing activites:
Proceeds from sale of assets		—				—				28				265				—				293
Contributed capital to subsidiaries		(33,201		)		—				—				—				33,201				—
Purchase of businesses		—				—				(35,256		)		—				—				(35,256		)
Capital expenditures		—				—				(2,163		)		(2,966		)		—				(5,129		)
Net cash used in investing activities		(33,201		)		—				(37,391		)		(2,701		)		33,201				(40,092		)
Cash flows from financing activities:
Changes in cash overdrafts		—				—				(4,477		)		—				—				(4,477		)
Net (repayments) borrowings on revolving credit facility		—				—				(48,500		)		(33,179		)		—				(81,679		)
Repayment of long-term debt, including premium		(38,920		)		—				(14		)		(99,598		)		—				(138,532		)
Issuance of long-term debt		137,255				62,745				—				34,990				—				234,990
Expenses relating to the 2003 Stock Transaction		(3,171		)		—				—				—				—				(3,171		)
Issuance of common stock from shares held in treasury		354				21				—				—				(21		)		354
Dividends paid		—				—				—				—				—				—
Deferred financing fees		(6,020		)		(2,704		)		(2,437		)		(979		)		—				(12,140		)
Purchase of treasury stock		(80		)		—				—				—				—				(80		)
Contributed capital from parent		—				—				33,180				—				(33,180		)		—
Due (to) from affiliates		(55,127		)		(61,834		)		20,096				96,865				—				—
Net cash provided by (used in) financing activities		34,291				(1,772		)		(2,152		)		(1,901		)		(33,201		)		(4,735		)
Effect of exchange rate changes on cash		—				(26		)		—				2,406				—				2,380
Net increase in cash and cash equivalents		—				21				18,738				15,803				—				34,562
Cash and cash equivalents at beginning of period		—				—				670				12,995				—				13,665
Cash and equivalents at end of period		$	—			$	21			$	19,408			$	28,798			$	—			$	48,227
Supplemental cash flow information:
Income taxes paid, net		$	1,341			$	—			$	277			$	3,907			$	—			$	5,525
Interest paid, net		$	1,839			$	—			$	627			$	4,444			$	—			$	6,910

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

19. Supplemental Consolidated Financial Statements: (Continued)

	Predecessor five months ended May 23, 2003
	Euramax				Euramax
	International,				International							Non-
	Inc.				Holdings B.V.			Guarantor				Guarantor								Consolidated
	(Co-Obligor)				(Co-Obligor)			Subsidiaries				Subsidiaries				Eliminations				Totals
Cash flows from operating activities:
Net earnings		$	6,892			$	—		$	2,789			$	6,138			$	(8,927	)		$	6,892
Reconciliation of net earnings to cash (used in) provided by operating activities:
Depreciation and amortization		—				—			3,307				2,969				—				6,276
Amortization of deferred finance fees		—				—			228				335				—				563
Provision for doubtful accounts		—				—			90				122				—				212
Foreign exchange gain		—				—			—				(405		)		—				(405		)
Loss (gain) on sale of assets		—				—			6				(38		)		—				(32		)
Deferred income taxes		26				—			107				2,029				—				2,162
Dividends received		—				—			—				62,253				(62,253		)		—
Equity in (earnings) loss of subsidiaries		(8,980		)		—			—				53				8,927				—
Changes in operating assets and liabilities		(1,534		)		—			(16,084		)		(10,095		)		—				(27,713		)
Net cash (used in) provided by operating activities		(3,596		)		—			(9,557		)		63,361				(62,253		)		(12,045		)
Cash flows from investing activites:
Proceeds from sale of assets		—				—			7				28				—				35
Capital expenditures		—				—			(2,283		)		(2,661		)		—				(4,944		)
Net cash used in investing activities		—				—			(2,276		)		(2,633		)		—				(4,909		)
Cash flows from financing activities:
Changes in cash overdrafts		—				—			2,603				—				—				2,603
Net borrowings on revolving credit facility		—				—			16,800				1,464				—				18,264
Dividends paid		—				—			(62,253		)		—				62,253				—
Deferred finance fees		—				—			(71		)		(45		)		—				(116		)
Purchase of treasury stock		(2,556		)		—			—				—				—				(2,556		)
Due (to) from affiliates		6,152				—			54,864				(61,016		)		—				—
Net cash provided by (used in) financing activities		3,596				—			11,943				(59,597		)		62,253				18,195
Effect of exchange rate changes on cash		—				—			—				778				—				778
Net increase in cash and cash equivalents		—				—			110				1,909				—				2,019
Cash and cash equivalents at beginning of period		—				—			560				11,086				—				11,646
Cash and cash equivalents at end of period		$	—			$	—		$	670			$	12,995			$	—			$	13,665
Supplemental cash flow information:
Income taxes paid, net		$	7			$	—		$	104			$	1,150			$	—			$	1,261
Interest paid, net		$	2,093			$	—		$	1,055			$	6,462			$	—			$	9,610

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

19. Supplemental Consolidated Financial Statements: (Continued)

	Predecessor year ended December 27, 2002
	Euramax				Euramax
	International,				International							Non-
	Inc.				Holdings B.V.			Guarantor				Guarantor								Consolidated
	(Co-Obligor)				(Co-Obligor)			Subsidiaries				Subsidiaries				Eliminations				Totals
Cash flows from operating activities:
Net earnings		$	19,857			$	—		$	18,136			$	7,717			$	(25,853	)		$	19,857
Reconciliation of net earnings to cash (used in) provided by operating activities:
Depreciation and amortization		—				—			7,831				6,137				—				13,968
Amortization of deferred finance fees		—				—			612				707				—				1,319
Provision for doubtful accounts		—				—			(82		)		(95		)		—				(177		)
Foreign exchange gain		—				—			—				(796		)		—				(796		)
Loss (gain) on sale of assets		—				—			585				(33		)		—				552
Deferred income taxes		229				—			4,356				(311		)		—				4,274
Dividends received		—				—			—				50				(50		)		—
Equity in earnings of subsidiaries		(25,793		)		—			—				(60		)		25,853				—
Changes in operating assets and liabilities		(140		)		—			(11,571		)		(1,868		)		—				(13,579		)
Net cash (used in) provided by operating activities		(5,847		)		—			19,867				11,448				(50		)		25,418
Cash flows from investing activites:
Proceeds from sale of assets		—				—			447				45				—				492
Capital expenditures		—				—			(4,817		)		(3,446		)		—				(8,263		)
Net cash used in investing activities		—				—			(4,370		)		(3,401		)		—				(7,771		)
Cash flows from financing activities:
Changes in cash overdrafts		—				—			461				—				—				461
Net borrowings (repayments) 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 agreement		—				—			—				2,790				—				2,790
Dividends paid		—				—			(50		)		—				50				—
Deferred finance fees		—				—			(931		)		(599		)		—				(1,530		)
Purchase of treasury stock		(475		)		—			—				—				—				(475		)
Due (to) from affiliates		6,322				—			(8,055		)		1,733				—				—
Net cash provided by (used in) financing activities		5,847				—			(15,285		)		(4,510		)		50				(13,898		)
Effect of exchange rate changes on cash		—				—			—				2,000				—				2,000
Net increase in cash and cash equivalents		—				—			212				5,537				—				5,749
Cash and cash equivalents at beginning of period		—				—			348				5,549				—				5,897
Cash and cash equivalents at end of period		$	—			$	—		$	560			$	11,086			$	—			$	11,646
Supplemental cash flow information:
Income taxes paid, net		$	4,354			$	—		$	348			$	4,769			$	—			$	9,471
Interest paid, net		$	4,187			$	—		$	3,107			$	13,664			$	—			$	20,958

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

None

Item 9A. Controls and Procedures

As of December 31, 2004, based upon an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that as of the evaluation date, 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 reports that it files or submits under the Securities and Exchange Act of 1934 (the “Exchange Act”) 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, there were no changes in the Company’s internal controls over financial reporting identified in connection with that evaluation that occurred during the quarter ended December 31, 2004, that have materially affected or would be reasonably likely to materially affect the Company’s internal control over financial reporting.

Item 9B. Other Information

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 our Board of Directors, our executive officers and key management employees of our company and our subsidiaries.

Name	Age	Position
J. David Smith	56	Chief Executive Officer, President and Chairman of the Board
Mitchell B. Lewis	42	Executive Vice President and Corporate Business Development Director
R. Scott Vansant	42	Vice President, Secretary and Chief Financial Officer
Scott R. Anderson	42	President—Amerimax Building Products, Inc.
Dudley Rowe	46	President—Amerimax Home Products, Inc.
Rob Dresen	50	Managing Director—Euramax Coated Products B.V.
David C. Pugh	55	Managing Director—Ellbee Limited
Aloyse Wagener	57	Managing Director—Euramax Industries S.A.
Nick E. Dowd	47	President—Fabral, Inc.
Gerald Williams	49	Managing Director—Euramax Coated Products Limited
Stuart M. Wallis	59	Director
Joseph M. Silvestri	43	Director
Richard E. Mayberry, Jr.	51	Director
Paul E. Drack	77	Director
Thomas F. McWilliams	61	Director

J. David Smith has been Chief Executive Officer and a Director of our 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-three years, starting with various operational responsibilities with Howmet Aluminum Corp. In 1983, through Alumax’s acquisition of Howmet, Mr. Smith became Alumax’s Vice President and General Manager of the Building Specialties Division and became President of Alumax Home and Specialty Products Group in 1988. Mr. Smith became President of Alumax Fabricated Products in 1990 and was appointed a Vice President of Alumax, Inc. in 1994. Mr. Smith is a director of Commercial Metals Company.

Mitchell B. Lewis became Executive Vice President of our 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.

R. Scott Vansant became Chief Financial Officer of our 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 our subsidiary Amerimax Building Products, Inc. in October 1998. Mr. Anderson has served in various financial and operational roles since joining our company in 1987, including Operations Manager (1997 to 1998) and Controller (1995 to 1997) of Amerimax Building Products, Inc.

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

Rob Dresen became Managing Director of our subsidiary 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.

David C. Pugh has been Managing Director of our subsidiary Ellbee Limited since 1996. Prior to the acquisition of Alumax’s fabricated products division, Mr. Pugh held several positions with Alumax, including Sales Director and Production Director of Ellbee Limited.

Aloyse R. Wagener joined our subsidiary 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.

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

Gerald Williams became Managing Director of our subsidiary Euramax Coated Products Limited in September 2002. Mr. Williams joined Euramax Coated Products Limited in October 1986 as Technical Manager. From 1991 to 2002, Mr. Williams held several positions, including Technical Director and Operations Director. Prior to 1986, Mr. Williams held the position of Technical Superintendent with British Steel.

Stuart M. Wallis became a director of our 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 Protherics plc and Plethora Solutions Holdings plc, in addition to a number of private companies.

Joseph M. Silvestri became a director of our company upon consummation of the acquisition of Alumax’s fabricated products division in 1996. Mr. Silvestri is a partner of Citigoup Venture Capital, where he has been employed since 1990. Mr. Silvestri is a director of MacDermid, Triumph Group and Worldspan, L.P.

Richard E. Mayberry, Jr. became a director of our company in January 2002. Mr. Mayberry has been employed by Citigroup Venture Capital 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.

Paul E. Drack became a director of our 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. Mr. Drack serves as a director of Miller Industries, Inc.

Thomas F. McWilliams became a director of our company in June 2003. Since 1983, Mr. McWilliams has been affiliated with Citigroup Venture Capital and has served as vice president and a managing partner of Citigroup Venture Capital as well as a member of its investment committee. Mr. McWilliams

also serves as a director of each of MMI Products, Inc., Royster-Clark, Inc., Strategic Industries, Inc., and IWCO Direct.

Audit Committee Financial Expert

The Board of Directors of the Company acts in the capacity of an audit committee. The Board of Directors has determined that it does not have an “audit committee financial expert” as that term is defined in the Securities and Exchange Commission rules and regulations. However, the Board of Directors believes that its members have demonstrated the capability of analyzing and evaluating the Company’s financial statements and understanding internal controls and procedures for financial reporting. As the Board of Directors believes that its current members are collectively qualified to carry out all of the duties and responsibilities of the Board of Directors acting in the capacity of an audit committee, the Board does not believe that it is necessary at this time to actively search for an outside person to serve on the Board of Directors who would qualify as an audit committee financial expert.

Code of Ethics

Effective August 5, 2004, the Company adopted a code of ethics applicable to its officers (including the Company’s chief executive officer, chief financial officer and controller) and employees, known as the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics is included as Exhibit 14.1 to this filing. In the event that the Company amends or waives any of the provisions of the Code of Business Conduct and Ethics applicable to its officers (including the Company’s chief executive officer, chief financial officer or controller) and employees, the Company intends to publicly disclose the same.

Item 11. Executive Compensation

The following table summarizes the compensation paid or accrued for fiscal years 2004, 2003 and 2002 to our chief executive officer and our executive officers during fiscal year 2004 (each such person being referred to as a “named executive officer”).

Summary Compensation Table

		Annual				Long-Term Compensation
		Compensation				Restricted			LTIP		All Other
Name and Principal Position	Year	Salary		Bonus		Stock Awards(3)			Payouts		Compensation(1)(2)
J. David Smith,	2004	$	538,542	$	660,000		$	—	$	220,870		$	31,139
Chief Executive Officer,	2003	490,625		1,030,580			1,352,240		—			30,093
President and Director	2002	431,250		409,312			—		—			28,599
Mitchell B. Lewis,	2004	306,500		312,000			—		78,868			12,840
Executive Vice President	2003	281,667		553,202			816,400		—			12,540
and Corporate Business	2002	245,000		182,901			—		—			12,022
Development Director
R. Scott Vansant,	2004	255,417		260,000			—		78,868			12,840
Vice President, Secretary	2003	235,333		461,002			816,400		—			12,505
and Chief Financial	2002	206,000		153,786			—		—			11,934
Officer

(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 2004 consists of the Company’s matching contributions to the defined contribution plan, term life insurance and discretionary Company contributions to the defined contribution plan based on age and years of service: J. David Smith earned $12,689 for term life insurance and $18,450 for the defined contribution plan; Mitchell B. Lewis earned $540 for term life insurance and $12,300 for the defined contribution plan; R. Scott Vansant earned $540 for term life insurance and $12,300 for the defined contribution plan.

(3) Messrs. Smith, Lewis and Vansant received 3,380.6, 2,041 and 2,041 restricted stock awards in June 2003, respectively. The Company’s shares are closely held, therefore the restricted stock awards were valued based upon the price paid for the Company’s shares in the 2003 Stock Transaction.

2003 Equity Compensation Plan

We have established an equity compensation program, the Euramax International, Inc. 2003 Equity Compensation Plan, or the 2003 Equity Plan, for the purposes of attracting and retaining valued employees. The 2003 Equity Plan seeks to accomplish these goals by offering certain management employees a greater stake in our success, and to encourage ownership of our stock by these employees. Under the 2003 Equity Plan, we have granted restricted shares of our Class A common stock to selected officers or other key employees. We have reserved 35,719.6 shares of Class A common stock for issuance under the 2003 Equity Plan. In connection with the 2003 Stock Transaction, we granted 9,569.6 shares of restricted Class A common stock and 26,150 options to purchase shares of our Class A common stock

The 2003 Equity Plan is administered by a committee designated by our board of directors, which shall have at least two members, each of whom shall be a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, or the Exchange Act, and an “outside director” as defined in Section 162(m) of the Internal Revenue Code of 1986, or the Code. The committee has full authority to act in selecting the eligible employees to whom awards of options or restricted stock may be granted. The committee will determine the times at which such awards of options or restricted stock may be granted, the time and matter in which options may be exercised, the type and amount of award that may be granted, the terms and conditions of awards that may be granted under the 2003 Equity Plan and the terms of agreements which will be entered into with employees designated to participate in the 2003 Equity Plan.

However, in no event may the exercise price of any non-qualified options granted under the 2003 Equity Plan be less than the fair market value of the underlying shares on the grant date.

The 2003 Equity Plan permits the committee to grant both incentive stock options and non-qualified stock options, but all 26,150 options granted as of the date hereof are non-qualified stock options. The committee may determine the number of options granted to each participant, the exercise price of each option, the duration of the options (not to exceed ten years), vesting provisions and all other terms and conditions of such options in individual option agreements. The non-qualified stock option grant agreements in effect on the date hereof provide that each participant will vest in 20% of the shares subject to the option grant on each anniversary of the date of grant, until becoming 100% vested after 5 years. Non-qualified stock option grant agreements under the 2003 Equity Plan provide that upon termination of employment with us, the exercise period for vested options will generally be limited, except that vested options will be canceled immediately upon a termination for cause. The non-qualified stock option grant agreements provide for the cancellation of all unvested options upon termination of employment with us. Under the 2003 Equity Plan, if any options shares subject to an outstanding option grant are forfeited or if the option grant otherwise terminates without exercise, any of these forfeited or terminated option grant shares may be reissued at the discretion of the committee.

The 2003 Equity Plan also permits us to grant participants restricted shares of our Class A common stock. The committee will determine the number of shares of restricted stock granted to each participant, the period the restricted stock is unvested and subject to forfeiture and all other terms and conditions applicable to such restricted stock in individual restricted stock agreements. The restricted stock agreements in effect on the date hereof provide that the participant will vest in 100% of the restricted shares five years from the date of grant. If an employee voluntarily terminates his or her employment, the employee will forfeit any unvested shares of restricted stock. If employment is terminated for any reason other than voluntary termination, all unvested shares of the restricted stock shall be accelerated as of the date of the non-voluntary termination. All shares of restricted stock granted, and all shares acquired upon exercise of options granted, under the 2003 Equity Plan will be subject to the stockholders agreement described under “Item 13. Certain Relationships and Related Transactions—Stockholders Agreement”.

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

Equity Compensation Plan Information

Number of securities

remaining available for

Number of securities

future issuance under

to be issued upon

Weighted-average

equity compensation

exercise of

exercise price of

plans (excluding

outstanding options,

securities reflected in

Plan category

warrants and rights

column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

—

Equity compensation plans not approved by security holders

35,719.6

400.0

Total

35,719.6

400.0

Pension Plans

We sponsor a defined benefit plan, known as the Amerimax Companies Retirement Income Plan, or Retirement Plan, which is intended to qualify under section 401 of the Code. The Retirement Plan covers certain U.S. hourly employees on their employment commencement date. The benefits under this plan are based primarily on a benefit rate multiplied by a participant’s years of service.

The Retirement Plan provides normal retirement benefits at age 65 generally determined by multiplying the applicable benefit rate by the participant’s years of service. Benefit rates are determined from the applicable appendix of the plan pertaining to specific employee groups.

Generally, with a few exceptions, an employee who has reached age 60 with five years of service may elect to retire early with reduced benefits. The normal form of benefit under the Retirement Plan for an unmarried participant is a single life annuity and for a married participant is a joint and 50% survivor annuity. Other optional forms of benefit, which provide for actuarially reduced pensions, are also available. Under U.S. federal law for 2004, benefits from the Retirement Plan are limited to $165,000 per year.

As of December 31, 2004, the fair market value of the Retirement Plan’s assets was approximately $3.2 million. Both the plan’s FAS 87 accumulated benefit obligation, or ABO, and its projected benefit obligation, or PBO, was approximately $4.5 million. Accordingly, the Retirement Plan’s PBO exceeded its assets by approximately $1.3 million.

Euramax U.K. Pension Plan

We sponsor a foreign defined benefit pension plan, known as the Euramax U.K. Pension Plan, or U.K. Plan, which is contracted out of the State Earnings Related Pension Scheme on a final salary basis and is approved under Chapter I of Part XIV of the Income and Corporation Taxes Act of 1988. The U.K. Plan covers substantially all of our employees located in the United Kingdom. The benefits under this plan are based primarily on the highest annual average of pensionable salary during any continuous three year period during the ten years prior to normal retirement.

The U.K. Plan provides normal retirement benefits at age 65 equal to one-sixtieth of final pensionable earnings for each year of pensionable service. Members contribute at the rate of 4% of their pensionable salaries and we are responsible for the balance of the cost of providing benefits from the plan.

As of December 31, 2004, the fair market value of the U.K. Plan’s assets was approximately $21.7 million. The plan’s PBO and ABO were approximately $37.2 million and $34.1 million, respectively. Accordingly, the U.K. Plan’s PBO exceeded it assets by approximately $15.5 million.

401(k) Plans

We maintain a non-contributory defined benefit pension plan that covers substantially all of our U.S. hourly employees. We also maintain two defined contribution retirement and savings plans, which allow our employees to contribute a percentage of their pre-tax and/or after-tax income in accordance with specified guidelines. We match a certain percentage of employee pre-tax contributions up to certain limits. Further, the plans provide for discretionary contributions by us based on our employees’ years of service with us and their age. Our expenses for the three years ended December 31, 2004, December 26, 2003, and December 27, 2002, were approximately $1.8 million, $1.7 million and $1.5 million, respectively.

Phantom Stock Plan

We sponsor a phantom stock plan, known as the Euramax International, Inc. 1999 Phantom Stock Plan, under which key executives or other management employees were granted one-time awards of phantom shares. A phantom share is a unit equal to 4% of the equity value of Euramax International, 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 on December 31, 2003, 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 26,547 shares remain outstanding as of December 31, 2004 and December 26, 2003. No additional grants of shares will be made under the Plan. The value of the awards became fixed on December 31, 2003. Compensation is being paid out in four equal payments during the first quarter of 2004 through 2007, unless there is a change in control, a public offering of our common stock, or the death or disability of the participant.

Incentive Compensation Plan

We sponsor an incentive compensation plan, known as the Euramax Incentive Compensation Plan, which provides benefits to our executive officers and key employees. Under the terms of our incentive compensation plan, we establish annual performance objectives for each participant and a target award upon achievement of performance objectives. The performance objectives are generally based on a formula that incorporates our EBITDA and return on average net assets, each as determined in accordance with the plan, and target awards are based on a percentage of each participant’s base salary. Annual awards are generally paid as soon as practicable after our determination of the achievement of performance objectives. In the event of a change of control of our company, we must pay a pro-rata portion of each participant’s full target award for the year in which the change of control occurs.

Severance Agreements

We have entered into severance agreements with our executive officers Messrs. Smith, Lewis and Vansant. We have also entered into severance agreement with twelve other employees. The severance agreements have been approved by our Board of Directors, but our obligations thereunder are contingent upon approval by more than 75% of the voting power of our outstanding stock, which approval we have agreed to obtain prior to the execution of any binding contract that would result in a change of control (as defined in the severance agreements).

The severance agreements with Messrs. Smith, Lewis and Vansant provide that if they are terminated without cause (as defined in the severance agreements) or they voluntarily terminate their employment with us for good reason (as defined in the severance agreements), in each case upon or within two years after a change of control, they will receive severance compensation equal to the sum of (a) their base salary owing through the date of termination and any unpaid bonus for the prior fiscal year, (b) a prorata portion (based on the number of days worked in the year of termination) of their annual bonus equal to at least 50% (60% in the case of Mr. Smith) of the higher of their salary at the time of the change of control and

their salary for the year in which the termination occurs, (c) any accrued and unpaid vacation pay; (d) three (3) times their base salary as in effect thirty days prior to the change of control; and (e) three (3) times 50% (60% in the case of Mr. Smith) of their annualized base salary for the fiscal year in which they are terminated. With regard to Mr. Smith, upon a change of control, certain provisions and definitions in his employment agreement are automatically revised to be the same provisions and definitions as in his severance agreement. For a period of three years following the termination of Mr. Smith’s employment, we will provide Mr. Smith and his qualified beneficiaries continued coverage under all insurance plans in which Mr. Smith or his qualified beneficiaries participated immediately prior to the termination, subject to timely payment by Mr. Smith of all required premiums, contributions and other co-payments.

In addition, each of Messrs. Smith, Lewis and Vansant are entitled to a gross-up payment in the event the severance payments they are entitled to under their severance agreements, along with any other payments or benefits made available to them in connection with the termination of their employment or a change of control, trigger an excise tax. The gross-up payment will be an additional amount necessary to reimburse them on an after-tax basis for the excise tax.

Each executive party to a severance agreement may be entitled to severance payments as outlined above if he is terminated before the change of control if he can reasonably demonstrate that the termination was at the request or suggestion of a third party who effectuates the change of control. All executives or employees party to a severance agreement are required to sign a release of certain claims in order to be eligible to receive severance payments.

Retention Bonus Program

Our Board of Directors has approved the 2005 Retention Bonus Program. Our obligations under the 2005 Retention Bonus Program are contingent upon approval by more than 75% of the voting power of our outstanding stock, which approval we have agreed to obtain prior to the execution of any binding contract that would result in a change of control.

Under the 2005 Retention Bonus Program, if a change of control (as defined in the severance agreements) occurs on or prior to December 31, 2005, we will pay various executives and management employees up to an aggregate of $2,950,000 in retention bonuses. To be eligible to receive the retention bonuses, the executive or management employee must have either remained employed with us at the time of the consummation of the change of control (unless terminated at the request or suggestion of a party to the change of control) or died, become disabled (as defined by our company policy) or retired with our consent prior to the consummation of the change of control. Upon request, the executive or management employee must also deliver a certificate in such executive or management employee’s capacity as an officer or director of the Company with respect to certain matters relating to the agreement resulting in the change of control.

As of the date hereof payments have been authorized under and subject to the terms of the 2005 Retention Bonus Program to our executive officers in the amount of $1,000,000 to Mr. Smith, $700,000 to Mr. Lewis and $630,000 to Mr. Vansant. An additional $620,000 remains available under the program for grants to other employees that are recommended by our Chief Executive Officer and approved by our Compensation Committee.

Employment Agreements and Arrangements

J. David Smith. We entered into an employment agreement with Mr. Smith on October 1, 1999, which provides for Mr. Smith to serve as our President and Chief Executive Officer for an initial two year term, automatically extended each day thereafter unless we give sixty days’ prior written notice of our election not to extend Mr. Smith’s employment. In connection with the 2003 Stock Transaction, we entered into an amendment to Mr. Smith’s employment agreement that provides, among other things, for Mr. Smith to serve as Chairman of our board of directors as well as our President and Chief Executive Officer.

During his employment term, Mr. Smith is eligible to participate in all benefit programs in which all senior executive employees of our company are eligible to participate, including at a minimum basic and supplemental life insurance in total equal to 41¤2 times base salary, accidental death and dismemberment insurance equal to 41¤2 times base salary and long-term disability insurance equal to 2/3 the amount of Mr. Smith’s base salary and target bonus. Subject to certain exceptions, including termination for cause or termination in connection with a change of control of our company as described below, in the event we terminate Mr. Smith’s employment he will be entitled to receive monthly severance payments for a period of 24 months equal to the monthly portion of Mr. Smith’s annualized salary, target bonus and the annualized dollar value of his other benefits in effect on the date of termination.

Under the terms of Mr. Smith’s amended employment agreement, if there is a change of control of our company and Mr. Smith’s employment is terminated without cause or he suffers a constructive termination within 12 months after the effective date of the change of control, Mr. Smith will be entitled to receive a payment equal to three times Mr. Smith’s average total annual compensation for the five calendar years immediately preceding the effective date of his employment termination. The amendment to Mr. Smith’s employment agreement eliminates any requirements to reduce the foregoing payment by any other “parachute payments” (within the meaning of section 280G of the Code) we make to Mr. Smith, including the acceleration of vesting of any restricted stock or stock options. If there is a change in control and Mr. Smith resigns his employment with us for any reason (other than in anticipation of his termination for cause) within 12 months after the effective date of the change of control, then Mr. Smith will be entitled to receive a payment equal to his total annual compensation as in effect at the date of the change of control, including base salary, the value of the benefits received by Mr. Smith as part of his relationship with us, plus the amount of his full target bonus for the year in which the change of control occurs. This amount is payable in a single payment within 30 days after the effective date of Mr. Smith’s resignation.

Mr. Smith’s amended employment agreement also contains a non-competition provision as well as a non-solicitation provision lasting for so long as he is entitled to receive severance payments or for two years if he voluntarily resigns, in addition to confidentiality covenants. In addition, his amended employment agreement provides that during the two year period from his termination date, we will provide Mr. Smith and his qualified beneficiaries continued coverage under all of our insurance plans, including medical insurance and other health plans, life insurance and disability insurance plans in which Mr. Smith or his qualified beneficiaries were a participant immediately prior to the date of termination, subject to a timely payment by Mr. Smith of all required premiums and other co-payments.

Mitchell B. Lewis. Under the terms of a letter agreement we entered into with Mr. Lewis on December 1, 1999, if there is a change of control of our company and Mr. Lewis’ employment is terminated without cause or he suffers a constructive termination within 12 months after the effective date of the change of control, Mr. Lewis will be entitled to receive a payment equal to two times Mr. Lewis’ average total annual compensation for the five calendar years immediately preceding the effective date of his employment termination. This amount is payable in a single payment within 30 days after the date of his termination. The letter agreement is not an employment agreement and does not give Mr. Lewis rights to continued employment.

R. Scott Vansant. Under the terms of a letter agreement we entered into with Mr. Vansant on December 1, 1999, if there is a change of control of our company and Mr. Vansant’s employment is terminated without cause or he suffers a constructive termination within 12 months after the effective date of the change of control, Mr. Vansant will be entitled to receive a payment equal to two times Mr. Vansant’s average total annual compensation for the five calendar years immediately preceding the effective date of his employment termination. This amount is payable in a single payment within 30 days after the date of his termination. The letter agreement is not an employment agreement and does not give Mr. Vansant rights to continued employment.

Supplemental Executive Retirement Plan Agreements

We entered into two Supplemental Executive Retirement Plans, or SERP Agreements, effective on June 12, 2003, one with Mr. Smith and one benefiting Messrs. Lewis and Vansant. The SERP Agreement for Mr. Smith provides a benefit of $190,000 per year, payable as a life annuity, beginning at age 62. Mr. Smith is currently 55 years old and is 100% vested in his SERP benefit. Mr. Smith’s benefit becomes payable upon the earliest to occur of his retirement, his total and permanent disability, his death or a change in control of our company, provided that if his benefit becomes payable before he attains age 60, it will be subject to a reduction factor, based on his then attained age. Mr. Smith may elect to receive his benefits in the form of a lump sum or life annuity as long as his election is made at least 120 days prior to the receipt of any benefits paid under the SERP Agreement.

The SERP Agreement benefiting Messrs. Lewis and Vansant provides a benefit of $46,000 per year, payable as a life annuity, beginning at age 65 for each of Messrs. Lewis and Vansant. Mr. Lewis and Mr. Vansant are both currently 41 years old. In each case, their benefits will vest upon the earliest of their attainment of age 55, their death, total and permanent disability or upon a change in control of our company. Mr. Lewis’ and Mr. Vansant’s benefits become payable upon the earliest to occur of their retirement, total and permanent disability, death or a change of control of our company, except that if their benefits become payable before they attain age 65, only a specified percentage of the benefit amount will be payable. That percentage increases from 50% at age 55 to 96% at age 64. Messrs. Lewis and Vansant may elect to receive their benefits in the form of a lump sum or life annuity as long as their election is made at least 120 days prior to the receipt of any benefits paid under the SERP Agreement.

Compensation of Directors

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 our board of director meetings.

Compensation Committee Interlocks and Insider Participation

Our compensation committee is composed of Messrs. Drack, Silvestri, and Wallis. None of these directors are currently or have been, at any time since our formation, one of our officers or employees. None of our executive officers currently serve, or in the past have served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of March 31, 2005 regarding the beneficial ownership of Euramax International common stock by each person or entity known to us to own more than 5% of the outstanding shares of Euramax International common stock, each member of our board of directors and each of our named executive officers and all of the members of our board of directors and our executive officers as a group. Except as set forth below, to our knowledge, the stockholders listed below have sole voting and investment power as to the shares of stock shown as beneficially owned by them. Beneficial ownership of the shares of stock listed in the table has been determined in accordance with the applicable rules and regulations promulgated under the Exchange Act.

	Number and Percent of Shares of
	Euramax International(1)
	Class A Common Stock
	Number		Percent
Greater than 5% Stockholders:
Citigroup Venture Capital Equity Partners, L.P.(2) 399 Park Avenue, 14th Floor New York, NY 10043		265,762.48		82.3	%
Named Executive Officers and Directors:
J. David Smith(3)		8,815.25		2.7	%
Mitchell B. Lewis(3)		6,702.35		2.1	%
R. Scott Vansant(3)		4,485.95		1.4	%
Joseph M. Silvestri(4)		270,084.50		83.7	%
Richard E. Mayberry(4)		265,961.98		82.4	%
Paul E. Drack(5)		779.87		*
Stuart M. Wallis(6)		4,668.82		1.4	%
Thomas F. McWilliams(4)(7)		266,007.85		82.4	%
Executive Officers and Directors as a Group (8 persons)		295,981.61		91.7	%

* Less than 1%

(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, a person has beneficial ownership of any securities as to which such person, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has or shares voting power and/or investment power and as to which such person has the right to acquire such voting and/or investment power within 60 days. Percentage of beneficial ownership as to any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person by the sum of the number of shares outstanding as of such date and the number of shares as to which such person has the right to acquire voting and/or investment power within 60 days.

(2) Includes 260,850.60 shares of Class A common stock held by Citigroup Equity Partners, L.P., 2,597.50 shares of Class A common stock held by CVC/SSB Employee Fund, L.P. and 2,314.38 shares of Class A common stock held by CVC Executive Fund LLC.

(3) The address of each of Mr. Smith, Mr. Lewis and Mr. Vansant is c/o Euramax International, Inc., 5445 Triangle Parkway, Suite 350, Norcross, Georgia 30092.

(4) Includes 265,762.48 shares of Class A common stock beneficially owned by CVCEP. Each of Mr. Silvestri, Mr. Mayberry and Mr. McWilliams is a member of management of CVCEP. Each disclaims beneficial ownership of the shares owned by CVCEP. The address of each of Mr. Silvestri, Mr. Mayberry and Mr. McWilliams is c/o Citigroup Venture Capital Equity Partners, L.P., 399 Park Avenue, 14^th Floor, New York, NY 10022.

(5) The address of Mr. Drack is c/o Euramax International, Inc., 5445 Triangle Parkway, Suite 350, Norcross, Georgia 30092.

(6) The address of Mr. Wallis is c/o Protherics plc, 4^th Floor, 3 Creed Court, 5 Ludgate Hill, London EC4M 7AA.

(7) Includes 245.37 shares of Class A common stock owned by the Thomas F. McWilliams Flint Trust, a trust which may be deemed to be beneficially owned by Mr. McWilliams. Mr. McWilliams disclaims beneficial ownership of the shares owned by the Thomas F. McWilliams Flint Trust.

Item 13. Certain Relationships and Related Transactions

Repurchases of Common Stock

On March 31, 2004, the Company repurchased 55% of its outstanding common stock held by Court Square Capital Limited, or 93,324.34 shares, for an aggregate repurchase price of approximately $37.3 million. On April 30, 2004, the Company repurchased the remaining 45% of its outstanding common stock held by Court Square Capital Limited, or 76,356.28 shares, for an aggregate repurchase price of approximately $30.5 million.

In connection with the retirement of certain key employees from the Company, we repurchased 6,649.2 shares of Euramax International Class A common stock in 2003 for approximately $2.6 million in the aggregate.

Stockholders Agreement

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

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

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

Registration Rights Agreement

Square, the Company has agreed (subject to customary exceptions), on up to three occasions for CVCEP and up to two occasions for Court Square, to prepare and file a registration statement with the SEC concerning the distribution of all or part of the shares held by CVCEP or Court Square, as the case may be, and use its best efforts to cause the registration statement to become effective. If the Company is eligible to use a “short form” registration statement on Form S-2, Form S-3 or any similar form, CVCEP and Court Square may each make unlimited requests for registration for their shares of the Company’s common stock. If at any time the Company files a registration statement for its common stock (other than pursuant to a demand registration by CVCEP or Court Square, a registration statement on Form S-8, Form S-4 or any similar form, or in connection with certain other registrations), it will use its best efforts to allow other parties to the registration rights agreement to have their shares of the Company’s common stock (or a portion of their shares under specified circumstances) included in the offering if the registration form proposed to be used may be used to register the shares. Registration expenses of the selling stockholders (other than underwriting fees, brokerage fees and transfer taxes applicable to the shares sold by such stockholders or the fees and expenses of any accountants or other representatives retained by a selling stockholder) will be paid by the Company. The Company has agreed to indemnify the stockholders against certain customary liabilities in connection with any registration.

Advisory Agreement

Item 14. Principal Accountant Fees and Services

The following table presents the aggregate fees billed for services rendered by Ernst & Young LLP for fiscal years ended December 31, 2004 and December 26, 2003.

	Fiscal		Fiscal
	2004		2003
Audit fees	$	953,000	$	1,512,000
Audit-related fees	—		35,000
Tax fees	334,000		479,000
All other fees	—		—
	$	1,287,000	$	2,026,000

Audit fees. These are fees related to professional services rendered in connection with the audit of our annual financial statements, the review of the financial statements included in each of our Quarterly Reports on Form 10-Q, international statutory audits, comfort letters, consents, an Offering Memorandum and registrations statements, accounting consultations necessary to comply with generally accepted auditing standards and other required statutory procedures.

Audit-related fees. These are fees for assurance and related services and consisted primarily of audits of employee benefit plans.

Tax fees. These are fees billed for professional services related to U.S. tax returns, international and U.S. tax planning and advice and assistance with international tax returns.

All other fees. None.

We have been advised by Ernst & Young LLP that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries.

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.

Report of Independent Auditors		34
Consolidated Statements of Earnings for year ended December 31, 2004, the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002.		35
Consolidated Balance Sheets at December 31, 2004 and December 26, 2003.		36
Consolidated Statements of Changes in Equity for the year ended December 31, 2004, the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002.		37
Consolidated Statements of Cash Flows for the year ended December 31, 2004, the five months ended May 23, 2003, the seven months ended December 26, 2003, and the year ended December 27, 2002.		38
Notes to Consolidated Financial Statements		39

(a)(2) Financial Statement Schedule

Schedule II—Valuation and Qualifying Accounts

101

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.

(a)(3) The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed or incorporated by reference as part of this annual report on Form 10-K.

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
		J. David Smith
		Chief Executive Officer and President
Dated: March 31, 2005

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 31, 2005
	J. David Smith
By:	/s/ R. SCOTT VANSANT		V.P., Secretary and Chief Financial Officer		March 31, 2005
	R. Scott Vansant
By:	/s/ STUART M. WALLIS		Director		March 31, 2005
	Stuart M. Wallis
By:	/s/ JOSEPH M. SILVESTRI		Director		March 31, 2005
	Joseph M. Silvestri
By:	/s/ THOMAS F. MCWILLIAMS		Director		March 31, 2005
	Thomas F. McWilliams
By:	/s/ RICHARD E. MAYBERRY, JR.		Director		March 31, 2005
	Richard E. Mayberry, Jr.
By:	/s/ PAUL E. DRACK		Director		March 31, 2005
	Paul E. Drack

100

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 31, 2004
Allowance for doubtful accounts	A/R, net		$	(2,956	)		$	(185	)		$	(110	)		$	933		$	(2,318	)
For the five months ended May 23, 2003
Allowance for doubtful accounts	A/R, net		$	(3,513	)		$	(212	)		$	(90	)		$	660		$	(3,155	)
For the seven months ended December 26, 2003
Allowance for doubtful accounts	A/R, net		$	(3,155	)		$	(600	)		$	(142	)		$	941		$	(2,956	)
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 31, 2004
Allowance for obsolete inventory	Inventories		$	(3,581	)		$	(702	)		$	(183	)		$	1,235		$	(3,231	)
For the five months ended May 23, 2003
Allowance for obsolete inventory	Inventories		$	(3,827	)		$	(232	)		$	(112	)		$	439		$	(3,732	)
For the seven months ended December 26, 2003
Allowance for obsolete inventory	Inventories		$	(3,732	)		$	(591	)		$	(274	)		$	1,016		$	(3,581	)
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 31, 2004
Income tax valuation allowance	Deferred income taxes, long-term liability		$	(1,889	)		$	815			$(952		)		—			$	(2,026	)
For the five months ended May 23, 2003
Income tax valuation allowance	Deferred income taxes, long-term liability		$	(2,744	)		$	(277	)		—				—			$	(3,021	)
For the seven months ended December 26, 2003
Income tax valuation allowance	Deferred income taxes, long-term liability		$	(3,021	)		$	556			$	576			—			$	(1,889	)
For the year ended December 27, 2002
Income tax valuation allowance	Deferred income taxes, long-term liability		$	(2,525	)		$	(219	)		—				—			$	(2,744	)

Note:

(1) Changes due to foreign currency translation adjustment, 2003 Stock Transaction and acquisition of Berger Holdings, Ltd.

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

101

Exhibit Index

Exhibit Number		Description
2.1		Purchase agreement dated July 30, 2003 by and among Euramax International, Inc., Euramax International Holdings B.V., each of the Guarantors (as defined therein), UBS Securities LLC, Banc of America Securities LLC, Wachovia Capital Markets, LLC, ABN AMRO Incorporated, and Fleet Securities, Inc. (Incorporated by reference to Exhibit 10.1 in Euramax International, Inc.’s Current Report on Form 8-K which was filed on August 8, 2003).
2.2		Agreement and Plan of Merger, dated as of October 10, 2003, by and among Amerimax Pennsylvania, Inc., Euramax International, Inc. and Berger Holdings, Ltd. (Incorporated by reference to Exhibit (d)(1) to Schedule TO of Amerimax Pennsylvania, Inc. which was filed on October 20, 2003).
3.1		Certificate of Incorporation of Euramax International, Inc. (f/k/a Amerimax Holdings, Inc.). (Incorporated by reference to the Exhibit with the same number in Euramax International, Inc.’s Registrations Statement on Form S-4 (Reg. No. 333-05978) which became effective on February 7, 1997.)
3.2		Bylaws of Euramax International, Inc. (f/k/a Amerimax Holdings, Inc.). (Incorporated by reference to the Exhibit with the same number in Euramax International, Inc.’s Registration Statement on Form S-4 (Ref. No. 333-05978) which became effective on February 7, 1997.)
3.3		Articles of Association of Euramax International Holdings B.V. dated as of August 6, 2003. (Incorporated by reference to the Exhibit with the same number in Euramax International, Inc.’s Registration Statement on Form S-4 which was filed on November 4, 2003).
4.1		Indenture dated August 6, 2003 by and among Euramax International, Inc., Euramax International Holdings B.V., a Dutch registered company, the guarantors party thereto from time to time, and JP Morgan Chase Bank, as trustee. (Incorporated by reference to Exhibit 4.2 in Euramax International, Inc.’s Current Report on Form 8-K which was filed on August 8, 2003).
4.2		Registration Rights Agreement dated August 6, 2003 by and among Euramax International, Inc., Euramax International Holdings B.V., and each of the Guarantors (as defined therein), UBS Securities LLC, Banc of America Securities LLC, Wachovia Capital Markets, LLC, ABN AMRO Incorporated, and Fleet Securities, Inc. (Incorporated by reference to Exhibit 4.3 in Euramax International, Inc.’s Current Report on Form 8-K which was filed on August 8, 2003).
4.3		Form of 81¤2% Senior Subordinated Note Due 2011. (Incorporated by reference to Exhibit A of Exhibit 4.2 in Euramax International, Inc.’s Current Report on Form 8-K which was filed on August 8, 2003).
10.1		Executive Employment Agreement, dated as of September 25, 1996, by and between J. David Smith and Euramax International, Inc. (Incorporated by reference to Exhibit 10.1 in Euramax International plc’s Registration Statement on Form S-4 which became effective on February 7, 1997).
10.2		Incentive Compensation Plan effective January 1, 1997, by Euramax International Limited. (Incorporated by reference to Exhibit 10.2 in Euramax International Limited’s Quarterly Report on Form 10-Q which was filed on April 26, 1999).
10.3		Phantom Stock Plan effective January 1, 1999, by Euramax International Limited. (Incorporated by reference to Exhibit 10.3 in Euramax International Limited’s Quarterly Report on Form 10-Q which was filed on April 26, 1999).

102

10.4		Third Amended and Restated Credit Agreement, dated October 9, 2003, among Euramax International, Inc. and its subsidiaries, Wachovia Bank, N.A. (as Agent and Lender) and the Lenders. (Incorporated by reference to Exhibit (b)(1) to the Schedule TO-T which was filed by Euramax International, Inc. on October 20, 2003).
10.5		First Amendment dated as of May 28, 2004 to the Third Amended and Restated Credit Agreement among Euramax International, Inc. and its subsidiaries, Wachovia Bank, N.A., as agent and lender, and the Lenders named therein. (Incorporated by reference to Exhibit 10.1 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 9, 2004).
10.6		Second Amendment dated as of January 11, 2005 to the Third Amended and Restated Credit Agreement among Euramax International, Inc. and its subsidiaries, Wachovia Bank, N.A., as agent and lender, and the Lenders named therein.
10.7		Third Amendment dated as of March 15, 2005 to the Third Amended and Restated Credit Agreement among Euramax International, Inc. and its subsidiaries, Wachovia Bank, N.A., as agent and lender, and the Lenders named therein. (Incorporated by reference to Exhibit 99.1 in Euramax International, Inc.’s Current Report on Form 8-K which was filed on March 21, 2005).
10.8		Letter Agreement, dated December 1, 1999, by and between Euramax International, Inc. and Mitchell B. Lewis. (Incorporated by reference to Exhibit 10.5 in Euramax International, Inc.’s Registration Statement on Form S-4 which was filed on November 4, 2003).
10.9		Letter Agreement, dated December 1, 1999, by and between Euramax International, Inc. and R. Scott Vansant. (Incorporated by reference to Exhibit 10.6 in Euramax International, Inc.’s Registration Statement on Form S-4 which was filed on November 4, 2003).
10.10		Stock Purchase Agreement by and among Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC, CVC/SSB Employee Fund, L.P., Euramax International, Inc. and the Stockholders of Euramax International, Inc. noted therein, dated as of April 15, 2003. (Incorporated by reference to Exhibit 10.1 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).
10.11		Securities Holders Agreement by and among Euramax International, Inc., Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC, CVC/SSB Employee Fund, L.P., Citicorp Venture Capital Ltd., The Continuing Investors identified therein and The Management Investors identified therein dated as of April 15, 2003. (Incorporated by reference to Exhibit 10.2 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).
10.12		Advisory Agreement dated as of April 15, 2003 by and among Euramax International, Inc. and CVC Management LLC. (Incorporated by reference to Exhibit 10.3 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).
10.13		Amendment No. 1, dated as of April 15, 2003, to the Executive Employment Agreement, dated as of October 1, 1999, by and between Euramax International, Inc. and J. David Smith. (Incorporated by reference to Exhibit 10.4 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).
10.14		Euramax International, Inc. 2003 Equity Compensation Plan. (Incorporated by reference to Exhibit 10.5 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).
10.15		Restricted Stock Agreement dated April 15, 2003 between Euramax International, Inc. and J. David Smith. (Incorporated by reference to Exhibit 10.6 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).

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10.16		Restricted Stock Agreement dated April 15, 2003 between Euramax International, Inc. and Mitchell B. Lewis. (Incorporated by reference to Exhibit 10.7 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).
10.17		Restricted Stock Agreement dated April 15, 2003 between Euramax International, Inc. and R. Scott Vansant. (Incorporated by reference to Exhibit 10.8 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).
10.18		Form Restricted Stock Agreement for the Euramax International, Inc. 2003 Equity Compensation Plan. (Incorporated by reference to Exhibit 10.9 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).
10.19		Form Non-Qualified Stock Option Agreement for the Euramax International, Inc. 2003 Equity Compensation Plan. (Incorporated by reference to Exhibit 10.10 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).
10.20		Amended and Restated Registration Rights Agreement dated as of June 12, 2003 by and among Euramax International, Inc., Citicorp Venture Capital Ltd., Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC and CVC/SSB Employee Fund, L.P., and other stockholders of Euramax International, Inc. named therein. (Incorporated by reference to Exhibit 10.11 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).
10.21		Letter Agreement dated April 15, 2003 between R. Scott Vansant and Euramax International, Inc. (Incorporated by reference to Exhibit 10.12 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).
10.22		Letter Agreement dated April 15, 2003 between Mitchell B. Lewis and Euramax International, Inc. (Incorporated by reference to Exhibit 10.13 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).
10.23		Euramax International, Inc. Supplemental Executive Retirement Plan dated April 15, 2003 for J. David Smith. (Incorporated by reference to Exhibit 10.14 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).
10.24		Euramax International, Inc. Supplemental Executive Retirement Plan dated April 15, 2003 for Mitchell B. Lewis and R. Scott Vansant. (Incorporated by reference to Exhibit 10.15 in Euramax International, Inc.’s Quarterly Report on Form 10-Q which was filed on August 11, 2003).
10.25		Stock Purchase Agreement by and among Court Square Capital Limited and Euramax International, Inc., dated as of February 12, 2004. (Incorporated by reference to Exhibit 10.23 in Euramax International, Inc.’s Registration Statement on Form S-4/A which was filed on February 23, 2004).
10.26		Form Severence Agreement for J. David Smith.
10.27		Form Severence Agreement for Mitchell B. Lewis and R. Scott Vansant.
12.1		Computation of Ratio of Earnings to Fixed Charges.
14.1		Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 99.1 in Euramax International, Inc.’s Current Report on Form 8-K which was filed on August 12, 2004).
21.1		Subsidiaries of Euramax International, Inc.
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

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