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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 25, 1998
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 333-05978
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EURAMAX INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
ENGLAND AND WALES 98-0166997
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5445 TRIANGLE PKWY SUITE 350, NORCROSS, 30092
GEORGIA (Zip Code)
(address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 449-7066
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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TITLE OF EACH NAME OF EACH EXCHANGE ON WHICH
CLASS REGISTERED
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<S> <C>
None None
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None *
(TITLE OF CLASS)
* Certain notes issued by the Registrant are traded on the Luxembourg Stock
Exchange.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
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/
As of March 15, 1999, Registrant has outstanding 1,000,000 Ordinary Shares
and 34,000,000 Preference Shares. All of these shares were owned by affiliates
of the Company.
Page 1 of 84 pages
Exhibit Index begins on page 78
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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 plc and
subsidiaries (the "Company" or "Euramax") expect or anticipate will or may occur
in the future, including statements regarding the Company's competitive
position, the risks of acquisition of businesses (including limited knowledge of
the businesses acquired and misrepresentations by sellers), changes in business
strategy or development plans, cyclical demand for the Company's products, the
supply and/or price of aluminum and other raw materials, currency exchange rate
fluctuations, the Company's ability to pass on price increases, the impact of
environmental laws and regulations, the availability of financing, reliance on
key management personnel, ability to manage growth, the Company's expectations
regarding the adequacy of current financing arrangements, loss of customers,
quantitative and qualitative disclosures about market risk, and other statements
regarding future plans and strategies, anticipated events or trends and similar
expressions concerning matters that are not historical facts are forward looking
statements. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "estimates," or variations of such words and similar expressions are
intended to identify such forward-looking statements. These statements are based
on certain assumptions and analyses made by the Company in light of its
experience and its perception of historical trends, current conditions and
expected future developments as well as other factors it believes are
appropriate in the circumstances. However, whether actual results and
developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties which could cause actual results
to differ significantly and materially from past results and from the Company's
expectations, including the risk factors discussed in this Form 10-K, Item 1
"Business," and Item 7 "Management's Discussion and Analysis of Financial
Conditions and Results of Operations," and other factors, many of which are
beyond the control of the Company. Consequently, all of the forward looking
statements made in this Form 10-K are qualified by these cautionary statements
and there can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if substantially realized,
that they will have the expected consequences to or effects on the Company or
its business or operations. The Company assumes no obligation to update publicly
any such forward-looking statements, whether as a result of new information,
future events or otherwise.
PART I
ITEM 1. BUSINESS
GENERAL
Euramax International plc is an international producer of value-added aluminum,
steel, vinyl and fiberglass fabricated products with facilities in the U.S., the
U.K., The Netherlands and France. Euramax's core products include specialty
coated coils, aluminum recreational vehicle sidewalls, recreational vehicle
doors, farm and agricultural panels, metal and vinyl raincarrying systems,
roofing accessories, soffit and fascia systems, and vinyl replacement windows.
The Company's customers include original equipment manufacturers ("OEMs") such
as recreational vehicle and commercial panel manufacturers; rural contractors;
home centers; manufactured housing producers; distributors; industrial and
architectural contractors; and home improvement contractors.
Euramax operates downstream of producers of aluminum coil, aluminum extrusions,
steel coil and aluminum ingot. These producers supply the Company with aluminum
coil, aluminum extrusions and steel coil. The Company sold approximately 171 and
282 million pounds of aluminum and steel, respectively, in 1998. To a lesser
extent, the Company also distributes and fabricates products manufactured from
vinyl and fiberglass.
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Euramax is a national supplier in several of its key U.S. product lines and is
one of the only national suppliers with in-house coil coating capabilities to
supply aluminum sidewalls to recreational vehicle ("RV") manufacturers and steel
siding to manufactured housing customers. This gives the Company certain
advantages over regional suppliers who do not have in-house manufacturing
capabilities or national distribution networks. In addition, extensive in-house
manufacturing capabilities coupled with product offerings made from alternate
raw materials enable Euramax to react to changing customer preferences.
A significant portion of the Company's sales are generated in niche markets
where the Company has a dominant market share, including aluminum recreational
vehicle sidewalls, metal raincarrying products and steel siding. The Company
believes that in 1998 it sold at least 58% and 77% of the aluminum sidewalls
used by RV manufacturers in the U.S. and Europe, respectively. These estimates
are based upon the Company's sales volume of aluminum sidewalls used by RV
manufacturers as a percentage of management's estimate of total sales volume for
such products. In the same year, the Company sold aluminum and steel
raincarrying products to more than 35 of the largest 50 home center companies in
the U.S. The Company believes that in 1998 it sold at least 82% of all metal
Do-It-Yourself raincarrying products sold to U.S. home centers. The Company also
believes that it sold at least 60% of the steel siding sold to producers of
manufactured housing in the U.S. Further, the Company's acquisition of Fabral in
1997 (see "The Transactions") significantly increased its share of the
agricultural roofing and siding market. These estimates are based upon the
Company's sales volume of metal raincarrying products sold to U.S. home centers,
steel siding sold to producers of manufactured housing and agricultural roofing
and siding sold to rural contractors as a percentage of management's estimate of
total sales volume for such products. Net sales for 1998 in the U.S. and Europe
were $398.1 million and $218.1 million, respectively.
Euramax is a holding company formed in 1996 by (i) ACP Holding Company ("ACP"),
an affiliate of Citicorp Venture Capital, Ltd. ("CVC") and (ii) CVC European
Equity Partners, L.P. ("CVCEEP") and CVC European Equity Partners (Jersey),
L.P., (collectively with CVCEEP, "CVC Europe", and collectively with CVC, the
"Investor Group") to acquire certain portions of the fabricated products
operations of Alumax Inc. ("Alumax") pursuant to the Acquisition (defined
below). In 1998, ACP, a limited Delaware partnership, distributed its holdings
in Euramax to the ACP partners (see Item 12 "Security Ownership of Certain
Beneficial Owners and Management"). Also in 1998, Alumax was acquired by
Aluminum Company of America. See "The Transactions." The Company's operations
are conducted through subsidiaries in the U.S. and Europe.
BUSINESS STRATEGY
The Company's strategy is to expand its leadership position as a producer of
aluminum and steel products and to further diversify product offerings,
customers and geographic regions in which it operates. Since the Company's
formation in 1996, Management has pursued a strategy of improving the Company's
operations and profitability while positioning the Company for future growth.
Under this strategy, during 1997, the Company sold two businesses that did not
serve Management's strategy and acquired two businesses to enable it to offer
complementary products and expand its geographic coverage. The Company expects
to continue identifying and acquiring businesses as part of executing its
strategy.
THE TRANSACTIONS
ACQUISITION OF ALUMAX'S FABRICATED PRODUCTS BUSINESS IN SEPTEMBER 1996, AND
RELATED FINANCING
Pursuant to a purchase agreement (the "Acquisition Agreement") dated June 24,
1996, between the Company and Alumax, on September 25, 1996 (the "Closing
Date"), the Company purchased, through its wholly-owned subsidiaries, all of the
issued and outstanding capital stock of certain of Alumax's subsidiaries which
operated a portion of Alumax's fabricated products business (the "Acquisition").
The purchase price of approximately $252.4 million, including acquisition
expenses of $3.9 million and adjustments to give effect to certain items
including cash acquired and working capital, was allocated to the
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assets and liabilities of the Company based upon their fair market value at the
date of the Acquisition under the purchase method of accounting.
In order to finance the purchase price, the Company and certain of its
wholly-owned subsidiaries (i) incurred approximately $100.0 million of
indebtedness under a credit agreement providing for $40.0 million in term loans
and a revolving credit facility of up to $85.0 million (the "Credit Agreement"),
(ii) issued $135.0 million of subordinated notes (the "Notes") and (iii) issued
to the Investor Group, certain members of management of the Company (the
"Management Investors") and an affiliate of Banque Paribas (the agent under the
Credit Agreement), an aggregate of approximately $35.0 million in preference and
ordinary shares (the "Equity Contribution").
ACQUISITION OF FABRAL IN JULY 1997
On July 17, 1997, the Company's wholly owned subsidiary, Amerimax Fabricated
Products, Inc. acquired all of the issued and outstanding capital stock of
Gentek Holdings, Inc. and its subsidiary Gentek Building Products, Inc.
(collectively "Gentek" or "Fabral") (the "Fabral Acquisition") for approximately
$75.3 million. The purchase price was financed through additional borrowings
under the Credit Agreement which was amended to, among other items, increase
borrowings available for the Fabral Acquisition. At the Fabral Acquisition date,
Gentek was comprised principally of Fabral, a division of Gentek headquartered
in Lancaster, Pennsylvania. Fabral is a manufacturer and distributor of steel
and aluminum roofing and wall paneling products specifically for the
agricultural, commercial and industrial markets.
MARKET LEADERSHIP AND DIVERSITY OF BUSINESS
The Company's position as a leading international downstream producer of
aluminum and steel products has enabled it to benefit from diversification
across economic and product cycles among different geographic regions and
customer groups. This diversification has historically enabled Euramax to
maintain margins even though demand for certain products may be affected by
seasonality and by changes in general and regional economic conditions such as
trends in disposable income.
LEADERSHIP IN SEVERAL MARKETS: The Company's leadership in a variety of niche
markets has enabled it to maintain consistent operating results. For example,
the Company is a leading supplier of aluminum and steel sidewalls and siding to
U.S. RV and manufactured housing producers. In addition, the Company believes
that its 1998 sales of raincarrying systems represent a majority of such
products sold to U.S. home centers. Similar leading positions are enjoyed by the
Company's roll formed aluminum sheet and coil products sold to RV manufacturers
in the U.S. and Europe.
MANUFACTURING EXPERTISE AND DIVERSITY OF PRODUCTS: The Company's technological
expertise and its ability to fabricate from alternative materials have allowed
it to develop new products and applications and to respond to the changing
product requirements of its customers. Over time, Euramax has increased its
ability to offer products manufactured from steel, vinyl and fiberglass,
allowing it to meet regional material preferences, to provide substitute
products for end-users and to retain customers in the event of demand shifts
between raw materials.
GEOGRAPHIC DIVERSITY: The Company's sales span both the continental U.S. and
Europe, which represented approximately 64.6% and 35.4% of 1998 net sales,
respectively. The Company has manufacturing or distribution facilities
strategically located in the U.K., The Netherlands, France and all major regions
of the continental U.S. The Company's geographic diversity of sales limits
reliance on any single regional economy in the U.S. or national economy in
Europe.
CUSTOMER DIVERSITY: The Company is diversified by both size and type of
customer. Of the Company's more than 5,000 customers, no single customer
accounted for more than 6.0% of net sales in 1998. The top ten customers
accounted for approximately 25.4% of 1998 net sales and represented five
distinct end-use
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markets. These characteristics minimize the Company's reliance on individual
customers or end-use markets.
DISTRIBUTION CAPABILITY: The Company's manufacturing and distribution network
consists of 31 strategically located facilities, of which 26 are located in all
major regions of the United States, and five are located in Europe. Euramax's
network of facilities allows the Company to offer more comprehensive service
than its regional competitors and to meet the increasing demands of its
customers for short delivery lead times.
OPERATING SEGMENTS
The Company's reportable segments, aggregated according to manufacturing
process, are as follows: European roll coating, U.S. fabrication and European
fabrication. Financial information and other disclosures relating to the
Company's operating segments are provided in Note 13 of the Consolidated
Financial Statements. See, also, "Products and Customers."
MANUFACTURING PROCESSES
The Company's manufacturing processes employ a variety of equipment and several
types of facilities. Management believes that the Company's effective deployment
of equipment enables it to manufacture standard and custom products efficiently
and economically. The Company has the equipment necessary for manufacturing
substantially all of its products in-house, which minimizes reliance on third
party processors. This provides certain cost benefits while enabling the Company
to add new products on a timely basis. These capabilities provide certain
marketing and pricing advantages, including the ability to control delivery time
and to develop new and customer-specific products in an expeditious manner.
The Company's manufacturing process generally begins with painting aluminum or
steel coil through a process known as roll coating. Once coated, the aluminum or
steel is further fabricated through selected processes which include tension
leveling, embossing, slitting, rollforming, brake pressing, notching and
bending. These processes complete the appropriate steps to fabricate a finished
product.
The Company's coating and fabrication capabilities are described in more detail
as follows:
COATING (PAINTING AND ANODIZING): Roll coating is the process of applying a
variety of liquid coatings (primarily paint) to bare aluminum or steel coil,
providing a baked-on finish that is both protective and decorative. Over 135
million pounds of aluminum (90 million pounds in the European roll coating
segment and 45 million pounds in the U.S. fabrication segment) and over 105
million pounds of steel (25 million pounds in the European roll coating segment
and 80 million pounds in the U.S. fabrication segment) are roll coated by the
Company at its eight roll coating operations annually. The Company has three
such coating lines in the U.S. and five in Europe. The three coating lines in
the U.S. are utilized for internal processing, while the five coating lines in
Europe, located within two facilities, are utilized to supply roll coated
products to external customers. The Company's 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
expanding markets in which wide coated aluminum is becoming increasingly
important. Wide coils provide customers with the opportunity to produce products
more economically by reducing labor costs and requiring fewer joints and seams
in their manufacturing processes.
Anodizing is an electrochemical process that alters an aluminum surface through
a controlled and accelerated oxidation process, which, if desired, may also
color the material. Anodizing provides a high quality architectural finish to
aluminum extrusions, which is demanded by certain customers. Anodizing is a key
manufacturing process offered by the Company in certain European facilities
included in the European fabrication segment, which fabricate bath and shower
enclosures and automotive window trims.
FABRICATION: After coating, much of the Company's coil, in both its U.S. and
European fabrication segments, is processed through slitting operations which
cut coils into more narrow widths. The cut coils
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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.
The Company also utilizes specialized equipment in its U.S. fabrication segment
to inject and laminate foam to provide insulation and rigidity to metal panels.
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.
In 1995, the Company introduced laminated fiberglass products for use in the RV
and transportation markets. The lamination process adheres fiberglass sheet to a
wood or other solid substrate that provides rigidity. In March 1997, the Company
acquired JTJ Laminating, Inc. to further enhance fiberglass lamination
capabilities and laminated product offerings for its U.S. fabrication segment.
PRODUCTS AND CUSTOMERS
The Company's products are sold to a diverse group of customers operating in a
variety of industries. The Company's sales and marketing effort is organized on
a decentralized basis to provide required services to its broad customer base in
multiple geographic areas (see Note 13 to the Consolidated Financial
Statements). Customers include:
- OEMs, including RV and commercial panel
- Rural Contractors
- Home Centers
- Manufactured Housing Producers
- Distributors
- Industrial and Architectural Contractors
- Home Improvement Contractors
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The table below lists the Company's key products, materials used, customers and
end-users, sales regions and segments:
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CUSTOMERS AND PRIMARY SALES
PRODUCTS PRIMARY MATERIALS END-USERS REGIONS SEGMENTS
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<S> <C> <C> <C> <C>
Specialty Coated Coils Aluminum, Steel OEMs, RV Manufacturers, Europe European Roll
(painted aluminum and Various Building Panel Coating
steel coils) Manufacturers
Roofing & Siding Aluminum, Steel, Vinyl, OEMs, RV Manufacturers, U.S., Europe U.S. and European
(including vehicle Fiberglass Manufactured Housing, Fabrication
sidewalls and Rural Contractors,
building panels) Distributors,
Industrial and
Architectural
Contractors, Home
Improvement Contractors
Raincarrying Systems Aluminum, Steel, Vinyl Home Centers, U.S. U.S. Fabrication
(gutters, downspouts) Manufactured Housing,
Rural Contractors, Home
Improvement Contractors
Soffit (roof Aluminum, Steel Home Centers, U.S. U.S. Fabrication
overhangs), Fascia Manufactured Housing,
(trims), Flashing Rural Contractors,
(roofing valley Industrial and
material) Architectural
Contractors, Home
Improvement Contractors
Doors Aluminum, Fiberglass OEMs, RV Manufacturers, U.S., Europe U.S. and European
Distributors, Home Fabrication
Improvement Contractors
Windows Aluminum, Vinyl OEMs, RV Manufacturers, U.S., Europe U.S. and European
Home Improvement Fabrication
Contractors
</TABLE>
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The following table sets forth the percentage of the Company's net sales
attributable to its customers/ markets:
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YEARS ENDED
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DECEMBER DECEMBER DECEMBER
25, 26, 27,
1998 1997 1996
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<S> <C> <C> <C>
OEMs 45.6% 49.6% 49.6%
Rural Contractors 20.4% 11.6% 10.2%
Home Centers 14.4% 15.4% 17.5%
Manufactured Housing Producers 9.1% 9.9% 8.3%
Distributors 3.8% 6.9% 11.1%
Industrial and Architectural Contractors 3.4% 2.2% --
Home Improvement Contractors 3.3% 4.4% 3.3%
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100.0% 100.0% 100.0%
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ORIGINAL EQUIPMENT MANUFACTURERS ("OEMS")
The Company supplies OEMs such as RV and commercial panel manufacturers. The
Company's principal OEM customers are described below:
Recreational Vehicle Manufacturers: The Company is a leading supplier of various
aluminum products to RV manufacturers in the U.S. and Europe. These products
primarily consist of painted aluminum sheet and fabricated painted aluminum
panels. The Company uses its decorative graphic coating lines to produce
aluminum panels with decorative detailing in a variety of colors. The Company
also supplies RV doors, windows and finished aluminum roofing panels. In
addition, the Company supplies laminated aluminum and fiberglass panels to RV
manufacturers.
The Company believes its decorative coating capabilities in the U.S. and in
Europe provide a distinct technological advantage. These capabilities enable the
Company to paint a stripe or other decorative pattern directly onto the aluminum
sheet according to customer specifications. The alternative to a painted stripe
is decorative tape, which must be applied to the aluminum sheet. The tape cannot
be applied with the tight tolerances achieved by the Company's painting process,
and does not offer the same graphics variety.
In recent years, laminated fiberglass sidewalls have displaced aluminum
sidewalls in the "towable" segment of the U.S. RV market. In response to demand
for laminated products in the U.S. markets, in 1995, the Company opened a
lamination line, which can laminate fiberglass and aluminum, among other things,
to a variety of substrates.
Commercial Panel Manufacturers: The Company sells painted aluminum coil to
customers who produce commercial building panels. These panels become part of a
total package of commercial building wall panels and facades. The Company also
produces a composite "sandwich" building panel comprised of two aluminum skins
with a polystyrene core, which insulates and abates noise. The panels are used
in both residential (e.g., room additions and patio enclosures) and commercial
applications (e.g., service stations and school buildings) as well as in the
construction of "cold rooms" used for the storage of perishable goods.
Other Manufacturers: The Company also uses its decorative and coil coating
capabilities for products supplied to overhead door manufacturers and producers
of refrigerated transport containers. Door manufacturers produce the overhead
doors, adding the necessary hardware and accessory items to complete the
product.
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RURAL CONTRACTORS
The Company supplies aluminum and steel roofing and siding products to rural
contractors for use in agricultural and rural buildings such as sheds and animal
confinement buildings. The Company sells its products to traditional rural
contractors, including building supply dealers, building and agricultural
cooperatives, and animal confinement integrators. Building suppliers and
agricultural cooperatives typically purchase smaller quantities of product at
multiple locations whereas contractors and integrators generally purchase large
volumes for delivery to one site. The Fabral Acquisition substantially increased
the Company's sales to rural contractors. See Item 7 "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources."
HOME CENTERS
The Company's home center customers supply the well-established Do-It-Yourself
("DIY") market in the U.S., Canada, and the United Kingdom. In the U.S., the
Company sells building and construction products, such as residential
rain-carrying systems, roof flashing products, soffits, fascias, and steel
roofing and siding. In the United Kingdom, the Company sells doors, screen door
guards, bath enclosures, and shower, patio, and residential doors. These
products, which are designed for ease of installation by DIY consumers, are
produced with aluminum, galvanized or painted steel, and vinyl, depending on
regional preferences. Home centers include small hardware stores, large
cooperative buying groups, lumberyards and major home center retailers. The
Company believes that it is the leading supplier of DIY metal raincarrying
systems in the U.S. Competitors are generally regional and, thus, do not have
the advantages of a nationwide service and distribution network such as the
Company's. In addition, the Company has invested in a product bar coding system
which can be used by the sophisticated inventory scanning systems prevalent in
home centers. The Company expects to continue to exploit these strengths to
introduce additional DIY products that could be sold through this distribution
channel.
MANUFACTURED HOUSING PRODUCERS
The Company sells rollformed steel siding and trim parts to producers of
manufactured housing in the U.S. These products are used for exterior walls and
roofs. The Company is one of the few suppliers of steel siding to the
manufactured housing industry that has metal coating capabilities. In addition
to the raw material cost benefit, the Company views itself as an innovator in
the market for colors and decorative coating. The Company can also meet the
demands of the industry's short lead time requirements and more easily supply
national accounts with its large network of facilities. While the Company enjoys
a leading position in this market, recent trends show the annual amounts of
steel siding sold to the manufactured housing industry to be declining. This is
primarily due to the availability of low-cost vinyl siding, which has aesthetic
advantages over steel. To a lesser degree, the Company also distributes vinyl
siding to certain customers in the manufactured housing industry. In addition to
steel siding, the Company also fabricates and supplies a variety of steel and
aluminum trim components for manufactured home exteriors.
DISTRIBUTORS
The Company sells to distributors and stockists (the European equivalent of
distributors), which perform as service centers for the next tier of customers
in both the U.S. and Europe. A distributor will typically purchase coil which is
later broken down or fabricated prior to resale. Residential building products
sold through distributors include a wide range of metal roof flashing materials,
painted aluminum trim coil, rain-carrying systems, fascia/soffit systems and
drip edges.
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INDUSTRIAL AND ARCHITECTURAL CONTRACTORS
The Company sells various products to the architectural and industrial
contractor markets including standing seam panels, siding, soffits and fascias.
These products are primarily produced from galvanized steel or aluminum.
HOME IMPROVEMENT CONTRACTORS
The Company sells a variety of products to home improvement contractors, the
most significant of which are vinyl replacement windows. Other products sold to
home improvement contractors include awnings, lattice systems, metal roofing,
shower doors, patio and entrance doors, and insulated roofing panels. In the
U.S., the Company offers a full complement of vinyl replacement windows. In the
U.K., the Company produces patio, entrance, and shower doors, marketed primarily
to home improvement contractors. The Company is also one of the largest
suppliers of lattice and painted aluminum awnings to residential contractors in
the western U.S. In addition, the Company manufactures painted aluminum and
steel panels for residential roofing, which are distributed primarily in the
Pacific Northwest.
RAW MATERIALS
The Company's products are principally manufactured from aluminum coils and
extrusions and steel coils. During 1998, approximately 171 million pounds of
aluminum products and approximately 282 million pounds of steel were sold. The
proportion sold in 1998 by value is $349.5 million of aluminum and $177.2
million of steel. Steel weighs approximately three times as much as the same
volume of aluminum. In addition, during 1998, the Company sold $89.5 million of
products manufactured from materials other than aluminum and steel.
All the Company's raw material inputs are sourced from external suppliers. The
Company purchases its steel and aluminum sheet requirements from several foreign
and domestic aluminum and steel mills. Management believes there is sufficient
supply in the market place to competitively source all of its requirements
without reliance on any particular supplier. The Company's large volume of
aluminum and steel purchases afford it competitive market pricing.
Approximately 57% of the Company's net sales are derived from sales of aluminum
products. Compared to the cost of other raw materials used by the Company, the
cost of aluminum is subject to a high degree of volatility caused by, among
other items, the relationship of world aluminum supply to world aluminum demand.
However, as a fabricator, Euramax is less exposed to fluctuations in aluminum
prices. Historically, prices at which the Company sells aluminum products tend
to fluctuate with corresponding changes in the prices paid to suppliers for
aluminum raw materials. Supplier price increases, of normal amount and frequency
can generally be passed to customers within two to four months. Conversely, as
aluminum prices decline, corresponding price reductions are typically passed on
to customers within the same time frame. Accordingly, the Company's net sales
and margins on aluminum products may fluctuate with little or no change in the
volume of aluminum shipments.
The Company continually scrutinizes aluminum costs and adjusts its purchasing,
inventory and sales programs accordingly. At certain times, the Company enters
into contracts for the purchase of aluminum and steel at market values in an
attempt to assure a margin on specific customer orders. However, historically,
the Company has not engaged in extensive hedging activities intended to manage
long-term risks relating to movements in market prices of steel and aluminum raw
materials. At times, high aluminum prices have led customers to use alternative
products, including steel, vinyl and fiberglass. The Company believes that its
ability to supply certain products manufactured from these alternatives provides
it with a competitive advantage over competitors who do not offer these choices.
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COMPETITION
Competition in the U.S. RV and manufactured housing markets comes primarily from
one subsidiary of a large publicly held U.S. building products company. Other
competition in these markets, and other U.S. markets, comes largely from
privately and publicly held companies that are generally smaller than the
Company. In Europe, competitors of the Company include three to four integrated
companies in the specialty coil-coating business. Other smaller companies
compete with the Company in the building and construction, RV and transportation
markets in Europe, both on a regional basis and some on a pan-European basis.
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
The Company's manufacturing facilities are subject to a range of federal, state,
local and European environmental and occupational health and safety laws,
including those which relate to air emissions, wastewater discharges, the
handling and disposal of solid and hazardous waste, and the remediation of
contamination associated with the current and past use of hazardous substances
or materials (collectively, "Environmental Laws"). If a release of hazardous
substances or materials occurs on or from the Company's properties or any
offsite disposal location used by the Company, or if contamination from prior
activities is discovered at any of the Company's properties, the Company may be
held liable for the costs of remediation (including any response costs), natural
resource damages and associated transaction costs. While the amount of such
liability could be material, the Company devotes resources to ensuring that its
current operations are conducted in a manner intended to reduce such risks.
Based upon environmental reviews conducted (i) internally on a quarterly basis,
(ii) by outside consultants on a periodic basis, and (iii) by outside
consultants in connection with the Acquisition, and assuming compliance by
Alumax with its indemnification obligations under the Acquisition Agreement, the
Company believes that it is currently in compliance with, and not subject to
liability under, Environmental Laws except where such noncompliance or liability
would not reasonably be expected to have a material adverse effect on the
consolidated financial position, results of operations or cash flows of the
Company and its subsidiaries taken as a whole. Pursuant to the terms of the
Acquisition Agreement, Alumax agreed to correct and to bear substantially all
costs with respect to certain identified conditions of potential noncompliance
and liability under Environmental Laws, none of which costs is currently
believed to be material. Alumax's indemnification obligations under the
Acquisition Agreement are not subject to an aggregate dollar limitation with
respect to specifically identified environmental matters. However, with respect
to all other environmental matters, Alumax's obligations are limited to $125.0
million. See Item 7 "Management's Discussion and Analysis of Financial Condition
and Results of Operation--Environmental Matters."
EMPLOYEES
As of December 25, 1998, the Company employed 2,162 people of which 855 were
employed in Europe and 1,307 were employed in the United States. Of these 2,162
employees, 33% were salaried and 67% were hourly employees. Manufacturing
employees at five of the Company's U.S. manufacturing facilities are covered by
collective bargaining agreements. The Company and its subsidiaries are not a
party to any material pending labor proceedings and believe that employee
relations are satisfactory.
RISK FACTORS
SUBSTANTIAL LEVERAGE
The Company incurred significant debt in connection with the Acquisition and the
Fabral Acquisition. As of December 25, 1998, the Company had outstanding
indebtedness of $217.7 million, $46.3 million of Preference Shares (as defined)
and $9.7 million of ordinary shareholders' equity. For the year ended December
25, 1998, the Company's ratio of earnings to fixed charges was 1.84 to 1. The
Company's
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leveraged financial position poses substantial risks to holders of the
subordinated notes, including the risks that: (i) a substantial portion of the
Company's cash flow from operations is dedicated to the payment of interest on
the subordinated notes and the payment of principal and interest under the
Credit Agreement and other indebtedness; (ii) the Company's leveraged position
may impede its ability to obtain financing in the future for working capital,
capital expenditures and general corporate purposes, including acquisitions; and
(iii) the Company's highly leveraged financial position may make it more
vulnerable to economic downturns and may limit its ability to withstand
competitive pressures. The Company believes that, based on its current level of
operations, it will have sufficient capital to carry on its business and will be
able to meet its scheduled debt service requirements. However, there can be no
assurance that the future cash flow of the Company will be sufficient to meet
the Company's obligations and commitments. In addition, the Credit Agreement
contemplates that all borrowings thereunder will become due prior to 2004. If
the Company is unable to generate sufficient cash flow from operations in the
future to service its indebtedness and to meet its other commitments, the
Company will be required to adopt one or more alternatives, such as refinancing
or restructuring its indebtedness, selling material assets or operations or
seeking to raise additional debt or equity capital. There can be no assurance
that any of these actions could be effected on a timely basis or on satisfactory
terms or that these actions would enable the Company to continue to satisfy its
capital requirements. In addition, the terms of existing or future debt
agreements, including the Credit Agreement and related indenture, may prohibit
the Company from adopting any of these alternatives. See Item 7 "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."
CUSTOMERS IN CYCLICAL INDUSTRIES
Demand for most of the Company's products is cyclical in nature and subject to
changes in general economic conditions that affect market demand. Sales to the
building and construction markets are driven by trends in commercial and
residential construction, housing starts, residential repair and remodelings.
Transportation market sales are also cyclical in nature and typically follow the
trends in the automotive, truck and recreational vehicle manufacturing
industries. Historically, lower demand has led to lower margins, lower
production levels, or both.
DEPENDENCE ON ALUMINUM
The Company's primary raw material is aluminum coil. Because changes in aluminum
prices are generally passed through to the Company's customers, increases or
decreases in aluminum prices generally cause corresponding increases and
decreases in reported net sales, causing fluctuations in reported revenues that
are unrelated to the level of business activity. However, if the Company is
unable to pass through aluminum price changes to its customers in the future,
the Company could be materially adversely affected. Any major dislocation in the
supply and/or price of aluminum could have a material adverse effect on the
Company's business and financial condition. The Company is therefore subject to
the short-term commodity risk of carrying aluminum in its inventory. See Item 7
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
SUBORDINATION OF NOTES; HOLDING COMPANY STRUCTURE
The Notes and a related guarantee (the "Guarantee") given by Amerimax Holdings,
Inc., the U.S. holding company subsidiary of Euramax, are contractually
subordinated to all Senior Debt (as defined) including all obligations under the
Credit Agreement. In the event of a circumstance in which the contractual
subordination provisions apply, holders of the Notes will not be entitled to
receive, and will have an obligation to pay over to holders of Senior Debt, any
payments they may receive in respect of such notes, including any payments
received in respect of any Claims (as defined in the related indenture). At
December 25, 1998, the aggregate amount of consolidated indebtedness and other
liabilities which the notes are effectively subordinated to is approximately
$197.6 million, of which approximately $82.7 million
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<PAGE>
is outstanding under the Credit Agreement. The indebtedness under the Credit
Agreement will become due prior to the time the principal obligations under the
Notes become due. The issuers of the Notes, which are the Company and two of its
subsidiaries, Euramax European Holdings plc and Euramax European Holdings B.V.
(collectively, the "Issuers") and the guarantor, Amerimax Holdings, Inc. (the
"Guarantor"), are holding companies and do not have any independent operations.
Accordingly, the Notes and the Guarantee are structurally subordinated to all
existing and future indebtedness of the subsidiaries of the Issuers and the
Guarantor, through which the Company's operations are conducted, including
obligations under the Credit Agreement. Subject to certain limitations, the
Indenture permits the Issuers and their subsidiaries to incur additional
indebtedness. See "The Transactions." The holders of any indebtedness of the
Issuers' subsidiaries are entitled to payment of their indebtedness from the
assets of such subsidiaries prior to the holders of any general unsecured
obligations of the Issuers, including the Notes. In addition, substantially all
of the assets of the Company and its subsidiaries are or may in the future be
pledged to secure other indebtedness of the Company.
RESTRICTIONS IMPOSED BY THE CREDIT AGREEMENT AND THE INDENTURE
The Credit Agreement requires the Company to maintain specified financial ratios
and meet certain financial tests, among other obligations, including a minimum
interest coverage ratio, a minimum fixed charge coverage ratio, a maximum
leverage ratio, a minimum earnings before interest, taxes, depreciation and
amortization ("EBITDA") requirement and maximum amounts of capital expenditures.
In addition, the Credit Agreement restricts, among other things, the Issuers'
ability to incur additional indebtedness and make acquisitions. A failure to
comply with the restrictions contained in the Credit Agreement could lead to an
event of default thereunder which could result in an acceleration of such
indebtedness. Such an acceleration would constitute an event of default under
the Indenture relating to the Notes. In addition, the Indenture restricts, among
other things, the Company's ability to incur additional indebtedness, sell
assets, make certain payments and dividends or merge or consolidate. A failure
to comply with the restrictions in the Indenture could result in an event of
default under the Indenture.
ACQUISITION STRATEGY
The Company has engaged in and continues to engage in evaluations of and
discussions with potential acquisition candidates. Any such transaction(s) have
been and may be in the future financed by incurring additional indebtedness
which could be material. See "Substantial Leverage." Any such transaction(s)
would be subject to negotiations of definitive agreements, satisfactory
financing arrangements (including compliance with the limitations on issuance of
indebtedness in the Indenture and in the Credit Agreement) and applicable
governmental approvals and consents. There can be no assurance that any
additional acquisitions will be completed or that such acquired entities or
assets will be successfully integrated into the Company's operations, or will be
able to operate profitably.
RISK OF CURRENCY EXCHANGE RATE FLUCTUATIONS AND INTERNATIONAL MANUFACTURING
In 1998, approximately 35% of the Company's net sales were made outside the
United States. The U.S. dollar value of the Company's non-U.S. sales varies with
currency exchange rate fluctuations. Changes in currency exchange rates could
have an adverse effect on the Company's results of operations and its ability to
meet interest and principal obligations on the Notes. International
manufacturing and sales are subject to risks including labor unrest, potentially
high costs of terminating labor contracts, restrictions on transfers of funds,
export duties and quotas, domestic and international customs and tariffs,
unexpected changes in regulatory environments, difficulty in obtaining
distribution and support, potentially adverse tax consequences and changes in
effective tax rates. There can be no assurance that any of the foregoing factors
will not have a material adverse effect on the Company's ability to increase or
maintain its international sales or on the Company's results of operations.
13
<PAGE>
IMPACT OF ENVIRONMENTAL REGULATION
The Company's U.S. and European facilities are subject to the requirements of
federal, state, local and European environmental and occupational health and
safety laws and regulations. There can be no assurance that Euramax is at all
times in compliance with all such requirements. Euramax has made and will
continue to make capital expenditures to comply with environmental requirements.
As is the case with manufacturers in general, if a release of hazardous
substances occurs on or from Euramax's properties or any offsite disposal
location used by Euramax, or if contamination from prior activities is
discovered at any of Euramax's properties, Euramax may be held liable for
cleanup costs, natural resource damages and associated transaction costs. The
amount of such liability could be material. Euramax has been named a party
potentially responsible for the costs of investigating and remediating nine
waste disposal sites, pursuant to the federal Comprehensive Environmental
Response, Compensation, and Liability Act of 1990. In addition, Euramax is
currently engaged in environmental remediation or has reason to believe that
remediation may be required at three properties currently operated by the
Company. See "Business-- Environmental, Health and Safety Matters" and Item 7
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Environmental Matters."
DEPENDENCE ON KEY PERSONNEL
The Company is dependent on the continued services of its senior management
team. Although the Company believes it could replace key employees in an orderly
fashion should the need arise, the loss of such key personnel could have a
material adverse effect on the Company. The Company does not maintain key-person
insurance for any of its officers, employees or directors. See Item 10
"Directors, Executive Officers and Key Management."
COMPETITION
The markets in which the Company competes are highly competitive. In the United
States, competition comes from both large and small publicly held and privately
held companies. In Europe, competitors of the Company include three to four
integrated companies in the specialty coil coating business. Other smaller
companies compete with the Company in the building and construction, RV and
transportation markets in Europe, both on a regional basis and some on a
pan-European basis. There can be no assurance that the Company will be able to
compete effectively in each of its markets in the future.
CONTROLLING SHAREHOLDERS
The Investor Group owns 68.5% of the outstanding ordinary shares of the Company
and collectively controls the affairs and policies of the Company. Circumstances
may occur in which the interests of the Investor Group, as shareholders of the
Company, could be in conflict with the interests of the holders of the Notes. In
addition, the Investor Group may have an interest in pursuing acquisitions,
divestitures or other transactions that, in their judgment, could enhance their
equity investment, even though such transactions might involve risks to the
holders of the Notes. See Item 12 "Security Ownership of Certain Beneficial
Owners and Management."
LIMITATIONS ON CHANGE OF CONTROL
In the event of a change of control, the Issuers will be required to make an
offer for cash to repurchase the Notes at 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, thereon to the repurchase date. A
change of control will result in an event of default under the Credit Agreement
and may result in a default under other indebtedness of the Company that may be
incurred in the future. The Credit Agreement prohibits the purchase of
outstanding Notes prior to repayment of the borrowings under the Credit
Agreement, and any exercise by the holders of the Notes of their right to
require the Company to repurchase the Notes will cause an event of default under
the Credit Agreement. Finally, there can be no assurance that the Company will
have the financial resources necessary to repurchase the Notes upon a change of
control.
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<PAGE>
ITEM 2. PROPERTIES
The Company's principal business office and headquarters are located in Corby,
England, with executive offices located in Norcross (Atlanta), Georgia. The
principal facilities of the Company as of December 25, 1998 are listed below by
operating segment:
<TABLE>
<CAPTION>
FACILITY FUNCTION SQUARE FEET
- ---------------------------------------------- ----------------------------------------------------- -----------
<S> <C> <C> <C>
U.S. FABRICATION
Anaheim, CA Manufacturing (Leased) 15,000
Bedford Park, IL Manufacturing (Leased) 70,000
Bloomsburg, PA Manufacturing (Leased) 96,000
Bristol, IN Manufacturing (Owned) 110,115
Bristol, IN Office (Leased) 3,454
Cedar City, UT Manufacturing (Leased) 38,000
Dallas, TX Office (Leased) 12,230
Elkhart, IN Manufacturing (Leased) 60,000
Elkhart, IN Manufacturing (Leased) 65,000
Elkhart, IN Manufacturing (Owned) 96,000
Grand Prairie, TX Manufacturing (Leased) 45,281
Gridley, IL Manufacturing (Owned) 93,200
Idabel, OK Manufacturing (Owned) 37,440
Jackson, GA Manufacturing (Owned) 69,450
Lancaster, PA Manufacturing (Owned) 220,000
Lancaster, PA Office and Manufacturing (Owned) 126,083
Loveland, CO Manufacturing (Leased) 51,362
Mansfield, TX Manufacturing (Owned) 55,280
Marshfield, Wl Manufacturing (Owned) 28,200
Moulton, AL Manufacturing (Owned) 39,152
Norcross, GA Executive Offices (Leased) 3,627
Rathdrum, ID Manufacturing (Leased) 26,190
Romoland, CA Manufacturing (Owned) 65,500
Sacramento, CA Manufacturing (Leased) 40,800
Stayton, OR Manufacturing (Leased) 35,733
Tifton, GA Manufacturing (Leased) 55,600
Tucker, GA Manufacturing (Leased) 35,000
West Sacramento, CA Manufacturing (Leased) 70,000
West Helena, AR Manufacturing (Owned) 230,000
EUROPEAN ROLL COATING
Corby, England Office and Manufacturing (Owned) 171,000
Roermond, The Netherlands Office and Manufacturing (Owned) 208,216
EUROPEAN FABRICATION
Pudsey, England Office and Manufacturing (Owned & Leased) 211,200
Andrezieux-Boutheon, France Office and Manufacturing (Owned) 69,968
Montreuil-Bellay, France Office and Manufacturing (Owned) 178,663
</TABLE>
Management believes that the Company's facilities, taken as a whole, have
adequate productive capacity and sufficient manufacturing equipment to conduct
business at levels meeting current demand.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are not currently parties to any pending legal
proceedings other than such proceedings incident to its business. Management
believes that such proceedings would not,
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<PAGE>
individually or in the aggregate, reasonably be expected to have a material
adverse effect on the consolidated financial position, results of operations or
cash flows of the Company and its subsidiaries taken as a whole. See further
information provided in Item 1 "Business" and Item 7 "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no items submitted for vote of Security Holders in the quarter ended
December 25, 1998.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
The Company issued notes that were registered under the Securities Act of 1933
in March, 1997. There is no established public trading market for any class of
common ("ordinary") or preferred ("preference') equity of the Company. As of
December 25, 1998, there were 35 holders of record of the Company's 1,000,000
ordinary shares.
As of December 25, 1998, the Company had issued and outstanding 34,000,000
shares of redeemable preference shares. The preference shares accrue fixed,
cumulative dividends of 14% per annum compounded quarterly. These preference
shares are more fully described in Note 6 to the Consolidated Financial
Statements. The Company is prohibited from paying dividends on ordinary shares
unless all required preferred dividends have been paid. The Credit Agreement
contains certain restrictions on the payment of cash dividends.
During 1998, no securities were sold by the Company.
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ITEM 6. SELECTED FINANCIAL DATA
Set forth below are selected financial data of the Company as of the dates and
for the periods presented. For purposes of this presentation, all predecessor
financial data represents such data for the Company when it was a division of
Alumax. The selected financial data for each of the two years ended December 25,
1998, and December 26, 1997, the three months ended December 27, 1996, the nine
months ended September 25, 1996, and the two years ended December 31, 1995 and
1994, were derived from the audited Consolidated Financial Statements of the
Company. Due to required adjustments to record the Acquisition under the
purchase method of accounting, the consolidated financial and other data for the
period subsequent to the acquisition (the "Successor" periods) are not
comparable to such data for the periods prior to the Acquisition (the
"Predecessor" periods). The combined results of operations for the year ended
December 27, 1996, represent the mathematical addition of the historical amounts
for the Predecessor period (January 1, 1996 through September 25, 1996) and the
Successor period (September 26, 1996 through December 27, 1996) and are not
indicative of the results that would actually have been obtained if the
Acquisition had occurred on December 31, 1995. The information contained in this
table should be read in conjunction with Item 7 "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Consolidated
Financial Statements and accompanying notes thereto included herein.
<TABLE>
<CAPTION>
SUCCESSOR PREDECESSOR PREDECESSOR
------------------------------------------- ------------- COMBINED --------------------
THREE NINE -------------
YEAR YEAR MONTHS MONTHS YEAR YEARS
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 25, DECEMBER 26, DECEMBER 27, SEPTEMBER 25, DECEMBER 27, DECEMBER 31,
1998 1997 1996 1996 1996 1995 1994
------------- ------------- ------------- ------------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
THOUSANDS OF U.S. DOLLARS
STATEMENT OF EARNINGS DATA:
Net sales $ 616,219 $ 557,014(2) $ 125,529 $ 363,308 $ 488,837 $ 483,462 $ 446,572
------------- ------------- ------------- ------------- ------------- --------- ---------
Costs and expenses:
Cost of goods sold 507,752 454,180 104,055 300,185 404,240 399,989 366,717
Selling and general 49,881 49,239 10,950 33,286 44,236 41,351 42,424
Depreciation and amortization 12,326 11,663 2,591 6,995 9,586 7,980 7,672
------------- ------------- ------------- ------------- ------------- --------- ---------
569,959 515,082 117,596 340,466 458,062 449,320 416,813
------------- ------------- ------------- ------------- ------------- --------- ---------
Earnings from operations 46,260 41,932 7,933 22,842 30,775 34,142 29,759
Interest expense (24,204) (24,082) (6,235) (930) (7,165) (4,089) (1,155)
Interest income 557 544 48 308 356 1,100 900
Other income (expense) 524 1,107 (235) (298) (533) (96) (285)
------------- ------------- ------------- ------------- ------------- --------- ---------
Earnings before income taxes 23,137 19,501 1,511 21,922 23,433 31,057 29,219
Provision for income taxes 10,253 7,947 505 8,342 8,847 11,399 12,038
------------- ------------- ------------- ------------- ------------- --------- ---------
Earnings before extraordinary
item 12,884 11,554 1,006 13,580 14,586 19,658 17,181
Extraordinary item -- 1,758(3) -- -- -- -- --
------------- ------------- ------------- ------------- ------------- --------- ---------
Net earnings 12,884 9,796 1,006 13,580 14,586 19,658 17,181
Dividends on redeemable
preference shares 5,957 5,191 1,191 -- 1,191 -- --
------------- ------------- ------------- ------------- ------------- --------- ---------
Net earnings (loss) available for
ordinary shareholders $ 6,927 $ 4,605 $ (185) $ 13,580 $ 13,395 $ 19,658 $ 17,181
------------- ------------- ------------- ------------- ------------- --------- ---------
------------- ------------- ------------- ------------- ------------- --------- ---------
OTHER DATA:
Capital expenditures $ 12,352 $ 7,184 $ 682 $ 11,518 $ 12,200 $ 17,429 $ 9,595
Ratio of earnings to fixed
charges(1) 1.84x 1.70x 1.26x 12.63x 3.78x 6.83x 13.04x
BALANCE SHEET DATA (END OF
PERIOD):
Working capital $ 88,558 $ 93,013 $ 97,619 $ 120,940 $ 97,619 $ 127,380 $ 126,659
Total assets 388,649 397,750 327,293 335,766 327,293 236,649 236,771
Total long-term debt, including
current maturities 217,678 244,216 211,740 235,000 211,740 -- --
Redeemable preference shares 46,339 40,382 35,191 34,000 35,191 -- --
Total ordinary shareholders'
equity 9,665 3,494 2,173 1,000 2,173 151,461 133,786
</TABLE>
- ------------------------------
(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) Net sales for the year ended December 26, 1997 were increased by
approximately $76 million from the Fabral and JTJ Laminating acquisitions.
(3) The results for the year ended December 26, 1997 included an extraordinary
loss of $1.8 million, net of taxes of $1.1 million, for the write-off of
deferred financing fees in connection with the amendment and restatement of
the Company's Credit Agreement to, among other items, provide available
borrowings for the acquisition of Fabral.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with Item 6 "Selected
Financial Data" and the Consolidated Financial Statements of the Company and the
accompanying notes thereto included elsewhere herein. Certain risk factors,
among others, should be considered carefully in evaluating the Company and its
business. These risk factors include the following: (i) Substantial Leverage,
(ii) Customers in Cyclical Industries, (iii) Dependence on Aluminum, (iv)
Subordination of Notes; Holding Company Structure, (v) Restrictions Imposed by
the Credit Agreement and the Indenture, (vi) Acquisition Strategy, (vii) Risk of
Currency Exchange Rate Fluctuations and International Manufacturing, (viii)
Impact of Environmental Regulation, (ix) Dependence on Key Personnel, (x)
Competition, (xi) Controlling Shareholders, and (xii) Limitations on Change of
Control (see Item 1 "Business--Risk Factors"). Also, see the note preceding Part
I of Item 1 "Business" for additional information regarding the Private
Securities Litigation Reform Act.
OVERVIEW
Euramax International plc is an international producer of value-added aluminum,
steel, vinyl and fiberglass fabricated products with facilities in the U.S., the
U.K., The Netherlands and France. Euramax's core products include specialty
coated coils, aluminum and fiberglass recreational vehicle sidewalls,
recreational vehicle doors, farm and agricultural panels, metal and vinyl
raincarrying systems, roofing accessories, soffit and fascia systems, and vinyl
replacement windows. The Company's customers include original equipment
manufacturers ("OEMs") such as recreational vehicle and commercial panel
manufacturers; rural contractors; home centers; manufactured housing producers;
distributors; industrial and architectural contractors; and home improvement
contractors.
Net earnings for the year ended December 25, 1998, totaled $12.9 million as
compared to net earnings of $9.8 million and $14.6 million for the years ended
December 26, 1997, and December 27, 1996, respectively (see "Results of
Operations" below for more detailed discussion of results). The 1998 results
reflect significant growth in operating earnings due to record shipments to the
RV/caravan markets, continued strength in the demand for specialty coated
aluminum in Europe and completion of the integration of the Fabral and JTJ
Laminating acquisitions (see Note 1 to Consolidated Financial Statements). The
addition of Fabral allowed the Company to increase sales in the agricultural
roofing and siding market (rural contractors) and, correspondingly, increase the
use of steel as a raw material. The Company sold 22.6% more pounds of steel in
1998 as compared to 1997. The addition of JTJ Laminating allowed the Company to
increase its offerings of laminated fiberglass products, primarily for the RV
market. Improvements resulting from these conditions were partially offset by
pricing pressures brought on by falling raw material prices, and the continued
strength of the British Pound, which limited profitability on exports out of the
U.K.
The Company achieved the vast majority of its goals in 1998. The Fabral and JTJ
Laminating acquisitions were effectively integrated (see Note 1 to Consolidated
Financial Statements), record shipment levels of 1997 were surpassed, and the
overall financial position of the Company was improved. During 1999, management
will continue to pursue acquisitions that add value and strategic advantages,
identify opportunities for profitable growth and explore opportunities to
further improve operations.
STRATEGY
The Company's strategy is to expand its leadership position as a producer of
aluminum and steel products and to further diversify product offerings,
customers and geographic regions in which it operates. Since the Company's
formation in 1996, Management has pursued a strategy of improving the Company's
operations and profitability, while positioning the Company for future growth.
Under this strategy, during 1997, the Company sold two businesses that did not
serve Management's strategy and acquired two businesses to
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<PAGE>
enable it to offer complementary products and expand its geographic coverage.
The Company expects to continue identifying and acquiring businesses and assets
as part of executing its strategy.
While the Company's strategy includes identifying and acquiring businesses and
assets that would enable it to offer complementary products and/or expand
geographic coverage, there can be no assurance that additional acquisitions will
be completed or that, if completed, such acquisitions would improve the overall
profitability of the Company (see "Business--Risk Factors--Acquisition
Strategy"). Additionally, there can be no assurance that the Company will
experience similar general economic conditions that contributed to improvements
in operating results for the year ended December 25, 1998.
RISK MANAGEMENT
The Company is exposed to market risk from changes in interest rates, exchange
rates (primarily Dutch Guilders and British Pound Sterling) and commodity
prices. At certain times, the Company enters into contracts for the purchase of
aluminum and steel at market values in an attempt to assure a margin on specific
customer orders. However, historically, the Company has not engaged in extensive
hedging activities intended to manage long-term risks relating to movements in
market prices of steel and aluminum raw materials. However, as part of a
risk-management strategy to reduce the impact of exchange rate fluctuations
and/or interest rate fluctuations, the Company has historically entered into
currency swaps and interest rate swaps with major banking institutions (see Item
7A "Quantitative and Qualitative Disclosures About Market Risk").
Approximately 57% of the Company's 1998 net sales were derived from sales of
aluminum products. Compared to the cost of other raw materials used by the
Company, the cost of aluminum is subject to a high degree of volatility caused
by, among other items, the relationship of world aluminum supply to world
aluminum demand. However, as a fabricator, Euramax is less exposed to
fluctuations in aluminum prices. Historically, prices at which the Company sells
aluminum products tend to fluctuate with corresponding changes in the prices
paid to suppliers for aluminum raw materials. Supplier price increases, of
normal amount and frequency can generally be passed to customers within two to
four months. Conversely, as aluminum prices decline, corresponding price
reductions are typically passed on to customers within the same time frame.
Accordingly, the Company's net sales and margins on aluminum products may
fluctuate with little or no change in the volume of aluminum shipments.
The Company continually scrutinizes aluminum costs and adjusts its purchasing,
inventory and sales programs accordingly. As mentioned above, at certain times,
the Company enters into contracts for the purchase of aluminum and steel at
market values in an attempt to assure a margin on specific customer orders. At
times, high aluminum prices have led customers to use alternative products,
including steel, vinyl and fiberglass. The Company believes that its ability to
supply certain products manufactured from these alternatives provides it with a
competitive advantage over competitors who do not offer these choices.
INTERNAL REVENUE SERVICE EXAMINATIONS
During 1998, the Company's United States income tax returns for the three months
ended December 27, 1996, and the year ended December 26, 1997, were selected for
examination by the Internal Revenue Service ("IRS"). Although it is reasonably
possible that the IRS will disallow the deductibility of some expenses, the
amount of the disallowance and ultimate liability for additional income taxes
will not be determined until the IRS has concluded its examinations, which
remain in progress as of the date of this report. However, based upon the facts
currently available, the Company believes that the ultimate amount of tax
deductions disallowed, if any, will not have a material adverse effect on the
financial condition or cash flows of the Company.
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<PAGE>
RESULTS OF OPERATIONS
See Note 1 to the Consolidated Financial Statements for a description of the
basis of presentation of financial information and the Company's relationship
with Alumax, its former parent. Since Alumax operated in a decentralized manner,
many corporate functions were performed directly by the Company. However, Alumax
provided the Company with certain administrative services, including but not
limited to tax compliance, treasury services, human resource administration,
legal services, and investor relations. The Consolidated Financial Statements
included elsewhere herein, and other financial information set forth herein,
have been presented on a combined basis for periods prior to the Acquisition
(the "Predecessor periods"), giving effect to, among other items, corporate
expenses which anticipated requirements as a stand-alone company.
For purposes of the discussion below, the results of operations for the year
ended December 27, 1996, represent the mathematical addition of the historical
amounts for the Predecessor period (January 1, 1996 through September 25, 1996)
and the Successor period (September 26, 1996 through December 27, 1996) and are
not indicative of the results that would actually have been obtained if the
Acquisition had occurred on December 31, 1995.
The following table sets forth the Company's Consolidated Statements of Earnings
Data expressed as a percentage of net sales:
<TABLE>
<CAPTION>
DECEMBER 25, 1998 DECEMBER 26, 1997 DECEMBER 27, 1996
------------------- ------------------- -------------------
<S> <C> <C> <C>
STATEMENTS OF EARNINGS DATA:
Net sales 100.0% 100.0% 100.0%
Costs and expenses:
Cost of goods sold 82.4 81.5 82.7
Selling and general 8.1 8.8 9.0
Depreciation and amortization 2.0 2.1 2.0
----- ----- -----
Earnings from operations 7.5 7.6 6.3
Interest expense, net 3.8 4.2 1.4
Other (income) expense, net (.1) (0.2) 0.1
----- ----- -----
Earnings before income taxes and extraordinary item 3.8 3.6 4.8
Provision for income taxes 1.7 1.4 1.8
----- ----- -----
Earnings before extraordinary item 2.1 2.2 3.0
Extraordinary item-loss on debt refinancing, net of
income tax benefit of $1.1 million -- 0.3 --
----- ----- -----
Net earnings 2.1% 1.9% 3.0%
----- ----- -----
----- ----- -----
</TABLE>
YEAR ENDED DECEMBER 25, 1998 COMPARED TO THE YEAR ENDED DECEMBER 26, 1997.
NET SALES. Net sales increased 10.6% to $616.2 million for the year ended
December 25, 1998, from $557.0 million for the year ended December 26, 1997.
Approximately $56.2 million of this increase is attributable to net sales of
Fabral which was acquired by the Company on July 17, 1997 (see Note 1 to
Consolidated Financial Statements). Excluding the increase in net sales
attributable to Fabral, the Company achieved an increase in sales despite lower
aluminum selling prices in 1998 associated with the falling world prices for
aluminum. The average price of aluminum on the London Metal Exchange in 1998 was
approximately 15% lower than the 1997 average. Aluminum shipments increased
approximately 9% in 1998 compared to 1997, however, selling prices were
generally lower in 1998. Excluding the effects of foreign currency fluctuations,
net sales increased approximately $15.8 million due to increases in aluminum
shipments to OEM markets in Europe (primarily sales of fabricated profiled
panels for the RV/caravan
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<PAGE>
markets), and metal raincarrying systems to home centers and distributors in the
U.S. In addition, net sales increased approximately $7.3 million for sales
attributable to Amerimax Laminated Products, Inc., acquired in early 1997,
formerly known as JTJ Laminating (see Note 1 to Consolidated Financial
Statements). Partially offsetting these increases were declines in sales of
$17.3 million attributable to divested subsidiaries (see Note 1 to Consolidated
Financial Statements), and the net effect of foreign currency fluctuations
(strengthening of Pound Sterling offset by weakening of Dutch Guilder and French
Franc), which resulted in a decrease in sales of approximately $1.3 million. Net
sales in the U.S. increased 12.3% to $398.1 million for the year ended December
25, 1998, from $354.4 million for the year ended December 26, 1997. Net sales in
Europe increased 7.7% to $218.1 million for the year ended December 25, 1998,
from $202.6 million for the year ended December 26, 1997.
COST OF GOODS SOLD. Cost of goods sold, as a percentage of net sales, increased
to 82.4% for the year ended December 25, 1998, from 81.5% for the year ended
December 26, 1997. This increase is primarily due to the narrowing of margins on
sales of aluminum products together with greater sales of lower margin steel
products related to the acquisition of Fabral. Excluding Fabral in 1998, cost of
goods sold as a percentage of net sales remained unchanged at 81.0% for both
periods.
SELLING AND GENERAL EXPENSES. Selling and general expenses, as a percentage of
net sales, decreased by 0.7% for the year ended December 25, 1998, to 8.1% from
8.8% in 1997. This decrease is primarily attributable to Fabral, which had lower
selling and general expenses, as a percentage of net sales, than the Company
prior to the Fabral acquisition.
OTHER EXPENSES, NET. Other expenses include foreign exchange gains and losses
related to the Company's debt, currency swaps and interest payable. Other
expenses for the year ended December 25, 1998, include net foreign exchange
gains of $392.0 thousand, which were approximately $1.5 million lower than 1997
foreign exchange gains of $1.9 million.
PROVISION FOR INCOME TAXES. The effective rate for the provision for income
taxes increased to 44.3% from 40.8% for the years ended December 25, 1998 and
December 26, 1997, respectively. This increase was primarily due to
non-deductible goodwill amortization arising from 1997 acquisitions.
EXTRAORDINARY ITEM. The results for the year ended December 26, 1997, included
an extraordinary loss of $1.8 million, net of taxes of $1.1 million, for the
write-off of deferred financing costs in connection with the amendment and
restatement of the Company's Credit Agreement to, among other items, provide
available borrowings for the Fabral acquisition.
YEAR ENDED DECEMBER 26, 1997 COMPARED TO THE YEAR ENDED DECEMBER 27, 1996.
NET SALES. Net sales increased 13.9% to $557.0 million for the year ended
December 26, 1997, from $488.8 million for the year ended December 27, 1996.
Approximately $59.4 million of this increase is attributable to net sales of
Fabral which was acquired by the Company on July 17, 1997 (see Note 1 to
Consolidated Financial Statements). Increases in aluminum shipments to OEM
markets in Europe, raincarrying systems in North America, and an increase in
steel shipments to producers of manufactured homes combined to increase net
sales in 1997 by approximately $32.4 million. In addition, net sales increased
approximately $17.0 million for sales attributable to Amerimax Laminated
Products, Inc., acquired in early 1997, formerly known as JTJ Laminating (see
Note 1 to Consolidated Financial Statements). Increases were partially offset by
(i) the net effect of foreign currency fluctuations (strengthening of the Pound
Sterling offset by weakening of the Dutch Guilder and French Franc), which
reduced net sales by approximately $11.1 million; (ii) $21.7 million decline in
net sales attributable to divested subsidiaries (see Note 1 to Consolidated
Financial Statements); (iii) lower aluminum selling prices precipitated by an
approximate 10% reduction in market prices for bare aluminum sheet; and (iv)
other individually insignificant occurrences. Net sales in the U.S. increased
17.7% to $354.4 million for the year ended December 26, 1997, from $301.0
million for the year ended December 27, 1996. Net sales in Europe
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<PAGE>
increased 7.9% to $202.6 million for the year ended December 26, 1997, from
$187.8 million for the year ended December 27, 1996.
COST OF GOODS SOLD. Cost of goods sold, as a percentage of net sales, decreased
1.2% for the year ended December 26, 1997, to 81.5% in 1997 from 82.7% in 1996.
This decrease is primarily attributable to (i) lower raw material prices, (ii)
sales of a greater percentage of higher margin aluminum products, particularly
in Europe, and (iii) an overall improvement in gross margin attributable to
higher sales volume.
SELLING AND GENERAL EXPENSES. Selling and general expenses, as a percentage of
net sales, decreased by 0.2% for the year ended December 26, 1997, to 8.8% in
1997 from 9.0% in 1996. This decrease is primarily attributable to the
acquisition of Fabral, which had lower selling and general expenses, as a
percentage of net sales, than the Company prior to the acquisition.
INTEREST EXPENSE, NET. Net interest expense for the year ended December 26,
1997, increased substantially to $23.5 million from $6.8 million for the year
ended December 27, 1996. This increase was due primarily to a full year's
interest as a result of acquisition borrowings.
OTHER EXPENSES, NET. Other expenses include foreign exchange gains and losses
related to the Company's debt, currency swaps and interest payable. Other
expenses for the year ended December 26, 1997, include net foreign exchange
gains of approximately $1.9 million.
PROVISION FOR INCOME TAXES. The effective rate for the provision for income
taxes increased to 40.8% from 37.8% for the years ended December 26, 1997, and
December 27, 1996, respectively. This increase was primarily due to
non-deductible goodwill amortization resulting from 1997 acquisitions.
EXTRAORDINARY ITEM. The results for the year ended December 26, 1997, included
an extraordinary loss of $1.8 million, net of taxes of $1.1 million, for the
write-off of deferred financing costs in connection with the amendment and
restatement of the Company's Credit Agreement to, among other items, provide
available borrowings for the Fabral Acquisition.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY. The Company's primary liquidity needs arise from debt service on
indebtedness incurred in connection with the Acquisition, other acquisitions,
and the funding of capital expenditures. As of December 25, 1998, the Company
had outstanding indebtedness of $217.7 million, as compared to $244.2 million as
of December 26, 1997. Included in such indebtedness at December 25, 1998 was
approximately $82.7 million under the Credit Agreement, consisting of $47.5
million under the Term Loans and $35.2 million under the Revolving Credit
Facility. The undrawn amount of the Revolving Credit Facility at December 25,
1998, was approximately $64.8 million, which was available for working capital
and general corporate purposes, subject to borrowing base limitations. As of
December 25, 1998, this amount was fully available. During 1999, the Company is
required to pay approximately $27.5 million in connection with the Excess Cash
Flow Provision of the Credit Agreement, and intends to finance the payment
through the use of its Revolving Credit Facility (see Note 5 to Consolidated
Financial Statements).
Principal and interest payments under the Credit Agreement and interest payments
on the Notes represent significant liquidity requirements for the Company. With
respect to the $47.5 million of Term Loans, the Company must make principal
payments totaling $9.2 million in 1999, $4.7 million in 2000, $7.2 million in
2001, $12.6 million in 2002, and $13.8 million in 2003. The Term Loans and the
Revolving Credit Facility bear interest at floating rates. The Notes entitle the
holders to an annual fixed interest rate of 11.25%. Pursuant to two currency
swaps in place until October 1, 2003, the Company pays a counterparty a fixed
rate of interest of 9.865% on the notional 75.0 million Dutch Guilders value and
12.720% on the notional
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<PAGE>
16.0 million Pounds Sterling value in exchange for receiving interest of 11.25%
on the notional U.S. dollar values of $37.5 million and $25.0 million,
respectively. (See Note 5 to Consolidated Financial Statements.)
As previously noted, the Company's leveraged financial position requires that a
substantial portion of the Company's cash flow from operations be used to pay
interest on the Notes and principal and interest under the Credit Agreement.
Significant increases in the floating interest rates on the Term Loans and
Revolving Credit Facility would result in increased debt service requirements,
which may reduce the funds available for capital expenditures and other
operational needs. In addition, the Company's leveraged position may impede its
ability to obtain financing in the future for working capital, capital
expenditures and general corporate purposes, including acquisitions. Further,
the Company's leveraged position may make it more vulnerable to economic
downturns and may limit its ability to withstand competitive pressures. See Note
5 to the Consolidated Financial Statements for a discussion of restrictive debt
covenants.
The Company's primary source of liquidity is funds generated from operations,
which are supplemented by borrowings under the Credit Agreement. Operations
provided cash of $48.9 million in the year ended December 25, 1998, compared to
$28.8 million in the year ended December 26, 1997, and $48.6 million for the
year ended December 27, 1996. Operating cash flow of $48.9 million, together
with proceeds of $7.6 million from the liquidation of The Netherlands foreign
currency swap, enabled the Company to reduce long-term indebtedness during 1998
by approximately $26.5 million, net ($45.9 million repayment less $19.4 million
proceeds), and pay net interest expense of $23.2 million while increasing cash,
net of cash overdrafts, by $16.1 million. In 1997, operating cash flow of $28.8
million, debt proceeds of $73.3 million, and proceeds from the sale of two
businesses totaling $12.8 million enabled the Company to purchase Fabral and JTJ
for approximately $78.5 million cash and pay net interest expense of $22.3
million. In 1996, operating cash flow of $48.6 million, debt proceeds of $235.0
million, and proceeds from the issuance of preference shares and ordinary shares
totaling $35.0 million enabled the Company to fund the Acquisition and working
capital needs.
See Note 1 to the Consolidated Financial Statements for further information
concerning acquisitions and divestitures.
The Company believes that cash generated from operations and, subject to
borrowing base limitations, borrowings under the Credit Agreement will be
adequate to meet its needs for the foreseeable future, although no assurance to
that effect can be given.
CAPITAL EXPENDITURES. In addition to meeting debt service requirements,
operating cash flows have enabled the Company to invest in capital projects,
which maintain manufacturing capabilities, enable compliance with laws and
regulations and prepare Euramax for future growth. The Company's capital
expenditures were $12.4 million, $7.2 million and $12.2 million in the years
ended December 25, 1998, December 26, 1997, and December 27, 1996, respectively.
Capital expenditures in 1998, 1997 and 1996 include approximately $3.6 million,
$2.0 million, and $1.9 million, respectively, for improvements to paint lines in
Corby, England; Roermond, The Netherlands; and Helena, Arkansas. The paint lines
are capital-intensive equipment, and will continue to require improvements and
upgrades in 1999 and beyond to enhance their capabilities and efficiencies. The
balance of capital expenditures in all periods primarily relate to purchases and
upgrades of fabricating equipment, transportation and material moving equipment,
and information systems (system upgrade costs, which also satisfy Year 2000
compliance requirements, were approximately $850.0 thousand, $380.0 thousand and
$0 in 1998, 1997 and 1996, respectively). While assurance can not be given,
management expects that capital spending in 1999 will also be devoted to
projects that offer potential for internal growth through new products and
existing products to new markets.
WORKING CAPITAL MANAGEMENT. In 1998, approximately $18.1 million of the 1998
operating cash flow was generated by working capital reductions of operating
assets and liabilities, as compared to $8.9 million in 1997 and $24.2 million in
1996. Working capital was $88.6 million as of December 25, 1998, compared to
$93.0 million as of December 26, 1997. The Company continues to aggressively
manage working capital
23
<PAGE>
levels and believes that current levels of working capital represent a liquid
source of funds available for future cash needs. The Company also believes that
further reductions in working capital can be achieved upon completion of current
information systems projects being undertaken in some of the Company's
subsidiaries. The Company believes these systems will offer distinct advantages
in monitoring credit, open receivables and inventory levels, while enabling
centralized ordering and inventory management. However, there can be no
assurance that further working capital reductions will be achieved.
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the application year. Any of the Company's
computers and equipment that have date-sensitive software, including embedded
computer chips, may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure, operating equipment failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.
The Company's plan to resolve the Year 2000 issue involves four phases:
assessment, remediation, testing and implementation. To date, management has
fully completed its assessment of the effect of the Year 2000 issue on its
information systems, including the operating systems and equipment used in its
manufacturing operations. Based on assessments conducted in 1997, the Company
determined that it would be required to modify or replace significant portions
of its software at two of its subsidiaries so that its computer systems will
properly utilize dates beyond December 31, 1999. Based upon assessments
conducted in 1998 with regard to operating equipment, the Company determined
that it would not be required to modify or replace any material pieces of
operating equipment in order for the equipment to properly utilize dates beyond
December 31, 1999.
With respect to remediation, two of the Company's subsidiaries are currently
undertaking conversions to fully integrated third-party software packages that
will process the majority of the Company's key transactions. These conversions,
including the testing and implementation of the new systems, are expected to be
fully complete during the second half of 1999. Historical costs incurred through
December 25, 1998, are approximately $1.2 million. The Company estimates the
costs to complete the conversions to be approximately $1.5 million, which will
be funded through operating cash flows. The total estimated costs of conversion
to the integrated third party software packages also include the costs of
conversion to the Euro (see "European Currency"). Based upon the estimated costs
remaining, as a percentage of total estimated costs, the Company is
approximately 57% complete with the remediation phase related to the
modification and replacement of the systems software located at the two
subsidiaries. The Company believes that with the current modifications of
existing software, the Year 2000 issue can be mitigated with respect to its
significant processes.
Based upon the estimated level of effort necessary to complete the task, the
Company is approximately 60% complete on the testing phase for all other systems
and operating equipment that the Company has assessed as being capable of
properly utilizing dates beyond December 31, 1999. Completion of the testing
phase is expected to occur by mid-1999.
With respect to third parties, the Company has communicated with many of its
major customers and its major vendors and suppliers to determine their state of
readiness with respect to the Year 2000 issue. In addition, the Company
conducted tests with several of its major vendors and suppliers during 1998, and
will continue to conduct such tests during 1999. All costs associated with
supplier and vendor compliance will be borne by the suppliers and vendors. To
date, based upon the information provided by customers and suppliers and the
tests which have been conducted with suppliers, the Company is not aware of any
problems that would materially impact its results of operations, liquidity or
capital resources.
While the Company currently believes that it will be able to modify or replace
its affected systems in time to minimize any detrimental effects on its
operations, failure to do so, or the failure of the Company's
24
<PAGE>
major customers and suppliers to modify or replace their affected systems, could
have a material adverse impact on the Company's results of operations, liquidity
or consolidated financial position in the future. The most reasonably likely
worst case scenario of failure by the Company or its customers and suppliers to
resolve the Year 2000 issue in a timely fashion would be a temporary slowdown in
operations at one or more of the Company's facilities and a temporary inability
on the part of the Company to timely process orders and billings.
In the event that modifications and replacements of systems are not completed
timely, the Company's individual subsidiaries have identified and considered
various contingency options, including identification of alternate suppliers and
vendors, and including the processing of significant transactions by other
facilities located within the Company whose systems are capable of properly
utilizing dates beyond December 31, 1999.
INFLATION AND FOREIGN CURRENCY TRANSLATION
In recent years, inflation has not had a significant effect on the Company's
results of operations or financial condition. The assets and liabilities of the
Company's non-U.S. subsidiaries are translated into U.S. dollars at current
exchange rates and revenues and expenses are translated at average exchange
rates. Currency translations on export sales could be adversely affected in the
future by the relationship of the U.S. Dollar with foreign currencies.
EUROPEAN CURRENCY
As provided in the 1992 treaty on European Union, on January 1, 1999, a new
single European currency, the "Euro," became a currency in its own right,
replacing the currencies of the eleven initial members of the European Union
("participating countries"). Fixed conversion rates between the participating
countries' existing currencies ("legacy currencies") and the Euro were
established as of that date. The Euro is available for non-cash transactions.
Between January 1, 1999 and January 1, 2002 (the "transition period"), the
participating countries have the option of accounting for their transactions in
either Euros or their legacy currencies. The legacy currencies are scheduled to
remain legal tender as denominations of the Euro until at least January 1, 2002,
but not later than July 1, 2002. Beginning July 1, 2002, legacy currencies will
cease to exist.
SCHEDULE FOR INTRODUCTION OF THE EURO--Three of the Companies' European
subsidiaries are located in participating countries, but have elected the option
of accounting for their transactions in their legacy currencies during at least
the first year of the transition period. However, the Company, including
subsidiaries located in both participating as well as non-participating
countries, was able to transact business in the Euro as of January 1, 1999. This
includes the ability to make and receive payments in the Euro, to invoice in the
Euro, and to provide pricing in the Euro.
ECONOMIC IMPACT ON THE COMPANY--The increased price transparency resulting from
the use of a single currency in the participating countries may affect the
ability of certain companies to price their products differently in the various
European markets. A possible result of this pricing transparency is price
harmonization at lower average prices for products sold in some markets.
However, due to the niche markets in which the Company operates, the Company
does not anticipate that pricing transparency resulting from the use of a single
currency by the participating countries will materially impact its net sales or
earnings from operations.
In addition to the economic impact of pricing transparency, conversion to the
Euro may reduce the Company's exposure to changes in foreign exchange rates due
to the effect of having various assets and liabilities denominated in a single
currency as opposed to various legacy currencies. However, because there will be
less diversity in the Company's exposure to foreign currencies, movements in the
Euro's value in U.S. dollars could have a more pronounced effect, positive or
negative, on the Company's results.
25
<PAGE>
COSTS OF CONVERSION TO THE EURO--The Company's European subsidiaries located in
participating countries have converted or are in the process of converting to
new computer systems to prepare for the Year 2000. These systems will also be
Euro-capable. The conversions are expected to be complete by mid-1999. The
Company estimates that its costs to complete the conversions to the new systems,
which relate to Year 2000 issues, the Euro and operational improvements, will be
approximately $1.0 million in 1999, and will be funded through operating cash
flows. Other costs of conversion to the Euro are not expected to be material.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. SFAS 133 is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999 (December 31, 2000
for the Company). SFAS 133 requires that all derivative instruments be recorded
on the balance sheet at their fair value. Changes in the fair value of
derivatives are recorded each period in current earnings or other comprehensive
income, depending on whether a derivative is designated as part of a hedge
transaction and, if it is, the type of hedge transaction. For fair-value hedge
transactions in which the Company is hedging changes in the fair value of an
asset, liability, or firm commitment, changes in the fair value of the
derivative instrument will generally be offset in the income statement by
changes in the hedged item's fair value. For cash-flow hedge transactions, in
which the Company is hedging the variability of cash flows related to a
variable-rate asset, liability, or a forecasted transaction, changes in the fair
value of the derivative instrument will be reported in other comprehensive
income. The gains and losses on the derivative instrument that are reported in
other comprehensive income will be reclassified as earnings in the periods in
which earnings are impacted by the variability of the cash flows of the hedged
item. The ineffective portion of all hedges will be recognized in current period
earnings. Management is currently reviewing the provisions of SFAS No. 133 and
does not believe that the Company's financial statements will be materially
impacted by the adoption.
ENVIRONMENTAL MATTERS
The Company's U.S. and European manufacturing facilities are subject to a range
of federal, state, local and European environmental laws and regulations
("Environmental Laws"), including those relating to air emissions, wastewater
discharges, the handling and disposal of solid and hazardous waste, and the
remediation of contamination associated with the current and historic use of
hazardous substances or materials. If a release of hazardous substances or
materials occurs on or from the Company's properties or any offsite disposal
location used by the Company, or if contamination from prior activities is
discovered at any of the Company's properties, the Company may be held liable
for the costs of remediation including response costs, natural resource damage
and associated transaction costs. While the amount of such liability could be
material, the Company devotes resources to ensuring that its operations are
conducted in a manner intended to reduce such risks.
Based upon environmental reviews conducted (i) internally on a quarterly basis,
(ii) by outside consultants on a periodic basis, and (iii) by outside
consultants in connection with the Acquisition, and assuming compliance by
Alumax with its indemnification obligations under the Acquisition Agreement, the
Company believes that it is currently in compliance with, and not subject to
liability under, Environmental Laws except where such noncompliance or liability
would not reasonably be expected to have a material adverse effect on the
consolidated financial position, results of operations or cash flows of the
Company and its subsidiaries taken as a whole. Pursuant to the terms of the
Acquisition Agreement, Alumax agreed to correct and to bear substantially all
costs with respect to certain identified conditions of potential noncompliance
and liability under Environmental Laws, none of which costs are currently
believed to be material. Alumax's indemnification obligations under the
Acquisition Agreement are not subject to an aggregate dollar limitation with
respect to specifically identified environmental matters. However, with respect
to all other environmental matters, Alumax's obligations are limited to $125.0
million.
26
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Liability with respect to hazardous substance or material releases in the U.S.
arises principally under the federal Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended ("CERCLA") and similar state
laws, which impose strict, and under certain circumstances, retroactive, joint
and several liability upon statutorily defined classes of potentially
responsible parties ("PRPs"). The Company has been identified as a PRP at nine
National Priorities List ("NPL") sites under CERCLA, although two of these nine
sites may relate to disposal by divisions of Alumax that have never been and are
not now part of the Company. Pursuant to the terms of the Acquisition Agreement,
Alumax has agreed to indemnify the Company for all of the costs associated with
each of these nine NPL sites. In addition, Alumax has agreed to indemnify the
Company for all of the costs associated with eleven additional sites listed on
state hazardous site cleanup lists, with respect to which the Company has not
received any notice of potential responsibility.
The Company is currently engaged in environmental remediation or has reason to
believe that remediation may be required at three properties currently operated
by the Company.
In prior years, it was noted that the Company had been discharging wastewater
potentially containing solvents to the ground at the site of its
Montreuil-Bellay, France facility. The Company has successfully resolved its
wastewater issues at its Montreuil-Bellay, France facility without the necessity
of material remediation expenditures. In addition, the Company has been notified
that the roof of the anodizing building at this location may contain small
amounts of asbestos. A monitoring program has been established with the French
government, and no problems have been detected to date. Based upon the facts
known to management, it appears unlikely that material remediation costs would
be required in the future. Alumax has agreed to indemnify the Company for costs
of required remediation at this site in excess of $500,000 (when aggregated with
all other environmental claims).
At the Company's Corby, England facility, the Company continues its remediation
efforts of chromium-contaminated groundwater on site, which remediation may
continue for a number of years. Monitoring efforts continue and reflect a steady
reduction in chrome concentrations. The costs of remediation to date have not
been material, and costs associated with the completion of remediation at the
site are not expected to be material. Alumax Inc. has agreed to indemnify the
Company for costs of required remediation at this site in excess of $500,000
(when aggregated with all other environmental claims). In addition, Legionella
was found to be present on site in a cooling tower at this location. An
independent laboratory is testing water samples for the presence of Legionella
on a weekly basis. Based upon the investigation to date, management believes
that the reasonable probable outcome of this matter will not materially impact
the future consolidated financial position, results of operations or cash flows
of the Company. However, until further investigations are completed, there can
be no assurance that the costs associated with this issue will not be material.
At the Company's Pudsey, England facility, the removal of an aboveground waste
oil tank shows signs of soil contamination. Because no subsurface investigation
has been conducted at the site, there can be no assurance that the costs
associated with the issue will not be material. Alumax Inc. has agreed to
indemnify the Company for costs of required remediation at this site in excess
of $500,000 (when aggregated with all other environmental claims).
The Company has made and will continue to make capital expenditures to comply
with Environmental Laws. The Company spent approximately $1.0 million, $506.3
thousand, and $983.1 thousand in 1998, 1997, and 1996, respectively, on
environmental capital projects. These expenditures were primarily related to
environmental controls associated with coil coating facilities in Helena,
Arkansas and Corby, England, and environmental controls associated with a
paintline upgrade in Lancaster, Pennsylvania. The Company estimates that its
environmental capital expenditures will be approximately $1.0 million in 1999.
In the year 2000, the Company's Roermond, The Netherlands facility will no
longer be allowed to extract ground water for its processes and, as a result,
will need to install water recycling and cooling systems. The costs of such
water recycling and cooling systems are estimated to be approximately $200.0
thousand.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion about the Company's risk-management activities includes
forward-looking statements that involve risk and uncertainties. Actual results
could differ materially from those projected in the forward-looking statement.
See the note preceding Part I of Item 1 "Business" for additional information
regarding the Private Securities Litigation Reform Act.
The Company is exposed to market risk from changes in interest rates, exchange
rates (primarily Dutch Guilders and British Pound Sterling) and commodity
prices. At certain times, the Company enters into contracts for the purchase of
aluminum and steel at market values in an attempt to assure a margin on specific
customer orders. However, historically, the Company has not engaged in extensive
hedging activities intended to manage long-term risks relating to movements in
market prices of steel and aluminum raw materials. In addition, although
approximately 35% of the Company's sales originated in Europe and were impacted
by exchange rate fluctuations, the Company has not historically utilized
derivatives to manage foreign currency exchange risks related to its European
operations. However, in connection with the Company's risk-management strategy,
the Company has historically entered into currency swaps and interest rate swaps
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 swaps are utilized as risk-management tools and not for
trading purposes. Currency swaps involve exchanges of interest payments in
differing currencies, but provide for the exchange of principal amounts at
maturity. Interest rate swaps involve exchanges of interest payments at
differing interest rates and cap the highest rate of interest to be paid on
specified notional amounts of debt. The amounts of interest paid or received
effectively limit the interest payment exposure of the Company's debt
commitments. The fair value of the currency swaps and interest rate swaps 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 swaps and interest rate swaps,
as well as on the other terms of the swaps, which relate to interest payments
and exchange rates. For detailed information on the terms and fair values of the
Company's financial instruments and derivative instruments, see Note 5 to
Consolidated Financial Statements.
INTEREST RATE RISK
This analysis presents the hypothetical loss in fair value and increase in
interest expense of those financial instruments and derivative instruments held
by the Company at December 25, 1998, which are sensitive to changes in interest
rates. All other factors remaining unchanged, a hypothetical 10 percent increase
in interest rates would decrease the fair value of the Company's fixed-rate,
long-term debt outstanding at December 25, 1998, by approximately $7.6 million,
based upon the use of a discounted cash flow model. A hypothetical 10 percent
increase in interest rates for one year on the Company's variable rate financial
instruments and derivative instruments would increase interest expense by
approximately $569.0 thousand in 1999.
FOREIGN CURRENCY EXCHANGE RISK
This analysis presents the hypothetical increase in foreign exchange loss and
increase in interest expense related to those financial instruments and
derivative instruments held by the Company at December 25, 1998, which are
sensitive to changes in foreign currency exchange risks. A hypothetical 10
percent decrease in foreign currency exchange rates would increase the Company's
foreign exchange loss by approximately $1.9 million for those financial
instruments and derivative instruments affected by foreign currency exchange
fluctuations. All other factors remaining unchanged, a hypothetical 10 percent
increase in foreign currency exchange rates for one year would increase interest
expense by approximately $1.4 million in 1999 for those financial instruments
and derivative instruments affected by foreign currency exchange fluctuations.
28
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
Euramax International plc
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14 (a) (1) present fairly, in all material respects, the
financial position of Euramax International plc and its subsidiaries at December
25, 1998 and December 26, 1997, and the results of their operations and their
cash flows for the years ended December 25, 1998 and December 26, 1997, the
three-month period ended December 27, 1996, and the nine-month period ended
September 25, 1996, in conformity with generally accepted accounting principles.
In addition, in our opinion, the financial statement schedule listed in the
index appearing under Item 14 (a) (2) presents fairly, in all material respects,
the information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedule are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 the opinion expressed above.
PRICEWATERHOUSECOOPERS LLP
Atlanta, Georgia
February 18, 1999
29
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
SUCCESSOR PREDECESSOR
------------------------------------------------------- ------------------
FOR THE YEAR FOR THE YEAR FOR THE THREE FOR THE NINE
ENDED ENDED MONTHS ENDED MONTHS ENDED
DECEMBER 25, 1998 DECEMBER 26, 1997 DECEMBER 27, 1996 SEPTEMBER 25, 1996
----------------- ----------------- ----------------- ------------------
<S> <C> <C> <C> <C>
THOUSANDS OF U.S. DOLLARS
Net sales $ 616,219 $ 557,014 $ 125,529 $ 363,308
Cost and expenses:
Cost of goods sold 507,752 454,180 104,055 300,185
Selling and general 49,881 49,239 10,950 33,286
Depreciation and amortization 12,326 11,663 2,591 6,995
----------------- ----------------- ----------------- ------------------
Earnings from operations 46,260 41,932 7,933 22,842
Interest expense, net (23,647) (23,538) (6,187) (622)
Other income (expense), net 524 1,107 (235) (298)
----------------- ----------------- ----------------- ------------------
Earnings before income taxes
and extraordinary item 23,137 19,501 1,511 21,922
Provision for income taxes 10,253 7,947 505 8,342
----------------- ----------------- ----------------- ------------------
Earnings before extraordinary
item 12,884 11,554 1,006 13,580
Extraordinary item-loss on debt
refinancing, net of income tax
benefit of $1,088 -- 1,758 --
----------------- ----------------- ----------------- ------------------
Net earnings 12,884 9,796 1,006 13,580
Dividends on redeemable preference
shares (5,957) (5,191) (1,191) --
----------------- ----------------- ----------------- ------------------
Net earnings (loss) available
for ordinary shareholders $ 6,927 $ 4,605 $ (185) $ 13,580
----------------- ----------------- ----------------- ------------------
----------------- ----------------- ----------------- ------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
30
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 25, 1998 DECEMBER 26, 1997
----------------- -----------------
<S> <C> <C>
THOUSANDS OF U.S. DOLLARS
ASSETS
Current assets:
Cash and equivalents $ 19,044 $ 12,914
Accounts receivable, less allowance for doubtful accounts
(1998--$3,609; 1997--$3,494) 81,845 78,085
Inventories 74,735 87,461
Deferred income taxes 3,641 611
Other current assets 944 1,703
----------------- -----------------
Total current assets 180,209 180,774
Property, plant and equipment, net 117,080 113,187
Goodwill, net of accumulated amortization (1998--$5,110; 1997--$2,416) 76,047 76,910
Deferred income taxes 8,588 11,004
Other assets 6,725 15,875
----------------- -----------------
$ 388,649 $ 397,750
----------------- -----------------
----------------- -----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdrafts $ 1,513 $ 11,470
Accounts payable 51,862 42,575
Accrued expenses 20,692 22,366
Accrued interest payable 4,712 5,035
Income taxes payable 3,478 1,417
Deferred income taxes 212 974
Current maturities of long-term debt 9,182 3,924
----------------- -----------------
Total current liabilities 91,651 87,761
Long-term debt, less current maturities 208,496 240,292
Other liabilities 13,100 8,266
Deferred income taxes 19,398 17,555
----------------- -----------------
Total liabilities 332,645 353,874
----------------- -----------------
Commitments and contingencies
Redeemable preference shares:
Preference shares--14% cumulative preferred, no par value; 34,000,000
shares authorized, issued and outstanding, plus cumulative dividends of
$12,339 in 1998 and $6,382 in 1997 46,339 40,382
----------------- -----------------
Ordinary shareholders' equity:
Ordinary shares--no par value; 911,520 shares authorized, issued and
outstanding 912 912
Non-voting shares--no par value; 88,480 shares authorized, issued and
outstanding 88 88
Retained earnings 11,347 4,420
Accumulated other comprehensive loss (2,682) (1,926)
----------------- -----------------
Total ordinary shareholders' equity 9,665 3,494
----------------- -----------------
$ 388,649 $ 397,750
----------------- -----------------
----------------- -----------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
31
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
<TABLE>
<CAPTION>
ORDINARY ACCUMULATED
AND OTHER
COMPREHENSIVE NON-VOTING RETAINED COMPREHENSIVE
THOUSANDS OF U.S. DOLLARS INCOME SHARES EARNINGS INCOME (LOSS) TOTALS
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
PREDECESSOR
Balance December 31, 1995 $ 41,450 $ 112,415 $ (2,404) $ 151,461
Comprehensive income:
Net earnings for nine months ended
September 25, 1996 $ 13,580 -- 13,580 -- 13,580
--------------
Other comprehensive income, net of tax:
Foreign currency translation adjustment 3,142 -- -- 3,142 3,142
--------------
Other comprehensive income 3,142 -- -- -- --
--------------
Comprehensive income $ 16,722 -- -- -- --
-------------- -------------- -------------- -------------- --------------
--------------
Balance at September 25, 1996 $ 41,450 $ 125,995 $ 738 $ 168,183
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
SUCCESSOR
Balance September 25, 1996 (reflects the
new basis of shares in connection with
the acquisition) $ 1,000 $ -- $ -- $ 1,000
Comprehensive income:
Net earnings for three months ended
December 27, 1996 $ 1,006 -- 1,006 -- 1,006
--------------
Other comprehensive income, net of tax:
Foreign currency translation adjustment 1,358 -- -- 1,358 1,358
--------------
Other comprehensive income 1,358 -- -- -- --
--------------
Comprehensive income $ 2,364 -- -- -- --
--------------
--------------
Dividends accrued on redeemable
preference shares -- (1,191) -- (1,191)
-------------- -------------- -------------- --------------
Balance at December 27, 1996 1,000 (185) 1,358 2,173
Comprehensive income:
Net earnings for 1997 $ 9,796 -- 9,796 -- 9,796
--------------
Other comprehensive loss, net of tax:
Foreign currency translation adjustment (2,749) -- -- (2,749) (2,749)
Minimum pension liability (535) -- -- (535) (535)
--------------
Other comprehensive loss (3,284) -- -- -- --
--------------
Comprehensive income $ 6,512 -- -- -- --
--------------
--------------
Dividends accrued on redeemable
preference shares -- (5,191) -- (5,191)
-------------- -------------- -------------- --------------
Balance at December 26, 1997 1,000 4,420 (1,926) 3,494
Comprehensive income:
Net earnings for 1998 $ 12,884 -- 12,884 -- 12,884
--------------
Other comprehensive income (loss), net
of tax:
Foreign currency translation adjustment 1,655 -- -- 1,655 1,655
Minimum pension liability (2,411) -- -- (2,411) (2,411)
--------------
Other comprehensive loss (756) -- -- -- --
--------------
Comprehensive income $ 12,128 -- -- -- --
--------------
--------------
Dividends accrued on redeemable
preference shares -- (5,957) -- (5,957)
-------------- -------------- -------------- --------------
Balance at December 25, 1998 $ 1,000 $ 11,347 $ (2,682) $ 9,665
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
32
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SUCCESSOR PREDECESSOR
----------------------------------------- -------------
FOR THE YEAR FOR THE YEAR FOR THE THREE FOR THE NINE
ENDED ENDED MONTHS ENDED MONTHS ENDED
DECEMBER 25, DECEMBER 26, DECEMBER 27, SEPTEMBER 25,
1998 1997 1996 1996
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
THOUSANDS OF U.S. DOLLARS
Cash flows from operating activities:
Net earnings $ 12,884 $ 9,796 $ 1,006 $ 13,580
Reconciliation of net earnings to net cash
provided by operating activities:
Depreciation and amortization 12,326 11,663 2,591 6,995
Provision for doubtful accounts 697 1,858 221 827
Gain on sales of assets (103) (2) (7) (168)
Deferred income taxes 3,540 (1,190) (761) (339)
Extraordinary loss on debt extinguishment -- 2,846 -- --
Changes in operating assets and liabilities:
Accounts receivable (3,650) (5,809) 11,962 (9,176)
Inventories 13,266 14,097 7,001 4,438
Other current assets 755 148 (130) 193
Accounts payable and other current
liabilities 5,843 (3,779) 4,427 5,852
Income taxes payable 1,839 4,220 1,378 (1,788)
Net change in other noncurrent assets and
liabilities 1,456 (5,071) 689 (173)
------------ ------------ ------------- -------------
Net cash provided by operating activities 48,853 28,777 28,377 20,241
------------ ------------ ------------- -------------
Cash flows from investing activities:
Purchase of Fabricated Products -- -- (251,213) --
Adjustment of purchase price of Fabricated Products -- 3,487 -- --
Proceeds from sales of assets 618 289 92 233
Proceeds from dispositions of businesses -- 12,764 -- --
Purchases of businesses -- (78,473) -- --
Capital expenditures (12,352) (7,184) (682) (11,518)
------------ ------------ ------------- -------------
Net cash used in investing activities (11,734) (69,117) (251,803) (11,285)
------------ ------------ ------------- -------------
Cash flows from financing activities:
Changes in cash overdrafts (9,957) 11,470 -- --
Repayment of debt (45,938) (39,291) (25,164) --
Proceeds from debt 19,424 73,333 235,000 --
Proceeds from issuance of preference shares -- -- 34,000 --
Proceeds from issuance of ordinary shares -- -- 1,000 --
Proceeds from sales of currency swaps 7,580 -- -- --
Deferred financing fees -- (1,268) (9,930) --
Other -- -- (1,555) --
Net change in due to former parent -- -- -- (20,973)
------------ ------------ ------------- -------------
Net cash (used in) provided by financing
activities (28,891) 44,244 233,351 (20,973)
------------ ------------ ------------- -------------
Effect of exchange rate changes on cash (2,098) (3,506) 2,698 (677)
------------ ------------ ------------- -------------
Net increase (decrease) in cash and equivalents 6,130 398 12,623 (12,694)
Cash and equivalents at beginning of period 12,914 12,516 (107) 12,587
------------ ------------ ------------- -------------
Cash and equivalents at end of period $ 19,044 $ 12,914 $ 12,516 $ (107)
------------ ------------ ------------- -------------
------------ ------------ ------------- -------------
Noncash financing and investing activities:
Dividends accrued on redeemable preference shares $ 5,957 $ 5,191 $ 1,191 $ --
Purchase of business financed in part with a note
payable to seller $ -- $ 800 $ -- $ --
Sale of business financed in part with a note
receivable from purchaser $ -- $ 500 $ -- $ --
Supplemental cash flow information:
Income taxes paid, net $ 5,860 $ 3,165 $ 3 $ 2,871
Interest paid, net $ 23,206 $ 22,306 $ -- $ --
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
33
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)
1. ORGANIZATION, ACQUISITIONS AND DIVESTITURES:
Euramax International plc, a corporation formed under the laws of England and
Wales ("Euramax" or the "Company"), is the parent holding company of four first
tier holding companies: Amerimax Holdings, Inc., a Delaware corporation
("Amerimax"); Euramax European Holdings plc, a corporation formed under the laws
of England and Wales ("Euramax U.K."); Euramax European Holdings B.V., a
corporation formed under the laws of The Netherlands ("Euramax B.V."); and
Euramax European Holdings S.A., a corporation formed under the laws of France
("Euramax S.A."). The Company is a holding company organized by an investor
group to acquire certain portions of the fabricated products operations of
Alumax Inc. ("Alumax"). Alumax was acquired in May of 1998 by Aluminum Company
of America.
Pursuant to a purchase agreement between the Company and Alumax, on September
25, 1996, the Company purchased, through its wholly-owned subsidiaries, all of
the issued and outstanding capital stock of the following Alumax subsidiaries
which formerly operated certain portions of Alumax's fabricated products
operations (the "Acquisition"): (i) Amerimax Fabricated Products, Inc. and its
wholly owned subsidiaries, Amerimax Specialty Products, Inc., Amerimax Building
Products, Inc., Amerimax Coated Products, Inc., Johnson Door Products, Inc., and
Amerimax Home Products, Inc.; (ii) Euramax Holdings Limited and its wholly owned
subsidiaries, Ellbee Limited and Euramax Coated Products Limited; (iii) Euramax
Europe B.V. and its wholly owned subsidiary, Euramax Coated Products B.V.; and
(iv) Euramax Industries S.A. and its wholly owned subsidiary Euramax Coated
Products S.A. For purposes of identification and description, the acquired
business is referred to as "Fabricated Products" or the "Predecessor" for the
periods prior to the Acquisition, "Euramax" or the "Successor" for the periods
subsequent to the Acquisition, and the "Company" for both periods. The financial
statements of the Predecessor include the combined accounts of the entities
referred to as Fabricated Products. Such Predecessor financial statements have
been prepared as if the Company's businesses had operated as an independent
stand-alone entity for all periods presented. Certain obligations were
originally recorded by Alumax on behalf of the Company such as post-retirement
and post-employment benefit obligations, income taxes, legal and other corporate
expenses. These obligations have been allocated to the Company's financial
statements using several factors including revenues or number of employees or
other reasonable methods. Corporate expenses of Alumax have been allocated to
the Company on a basis management believes is reasonable and represents the
expenses as if the Company were a stand-alone operation. See Note 12 for a
description of transactions with Alumax. The financial statements of the
Successor include the consolidated accounts of the entities referred to as
Euramax. All significant intercompany accounts and transactions have been
eliminated.
The purchase price for the Acquisition of approximately $252.4 million,
including acquisition expenses of approximately $3.9 million and adjustments to
give effect to certain items including cash acquired and working capital, was
allocated to the assets and liabilities of the Company based upon their fair
market value at the date of the Acquisition under the purchase method of
accounting. Such purchase price reflects adjustments to record the results of a
special audit to determine the change in the Fabricated Products working capital
(as defined) from December 31, 1995 through September 25, 1996, and is not
materially different than the amount initially recorded. Additionally, the
allocation of the purchase price was, in certain instances, based on preliminary
information and has been adjusted to reflect final asset and liability
valuations. Such final valuations were not materially different than amounts
initially recorded.
The financing for the Acquisition was provided by: (a) $35.0 million of
preference and ordinary share capital; (b) $135.0 million of Senior Subordinated
Notes (the "Offering" or the "Notes"); and (c) $100.0 million under a Credit
Agreement aggregating $125.0 million (see Note 5).
34
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)
1. ORGANIZATION, ACQUISITIONS AND DIVESTITURES (CONTINUED):
The following unaudited pro forma data present the results of operations for the
twelve months ended December 27, 1996, as though the Acquisition and the
Offering had been completed January 1, 1996, and assume that there are no other
changes in the operations of the Company. Such pro forma information includes
adjustments to interest expense; changes in depreciation of property, plant and
equipment and amortization of goodwill relating to the allocation of the
purchase price; and the income tax effect related to these items. The pro forma
results are not necessarily indicative of the financial results that might have
occurred had the Acquisition and the Offering actually taken place on the
above-mentioned dates, or of the future results of operations:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 27, 1996
-----------------
<S> <C>
Net sales $ 488,837
Earnings before income taxes 6,435
Net earnings 3,877
</TABLE>
On July 17, 1997, the Company's wholly owned subsidiary, Amerimax Fabricated
Products, Inc., pursuant to a purchase agreement (the "Fabral Purchase
Agreement"), acquired all of the issued and outstanding capital stock of Gentek
Holdings, Inc. and its subsidiary Gentek Building Products, Inc. (collectively
"Gentek" or "Fabral") (the "Fabral Acquisition"). At the Fabral Acquisition
date, Gentek was comprised principally of Fabral, a division of Gentek
headquartered in Lancaster, Pennsylvania.
Fabral is a manufacturer and distributor of steel and aluminum roofing and wall
paneling products specifically for the agricultural, commercial and industrial
markets. The following unaudited pro forma data present the results of
operations for the years ended December 26, 1997 and December 27, 1996,
respectively, as though the Fabral Acquisition had been completed on the first
day of the fiscal year, and assume that there are no other changes in the
operations of the Company. Such pro forma information includes adjustments to
interest expense; changes in amortization of goodwill relating to the allocation
of the purchase price; and the income tax effect related to these items. The pro
forma results are not necessarily indicative of the financial results that might
have occurred had the Fabral Acquisition actually taken place on the first day
of the fiscal year or of the future results of operations.
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 26, DECEMBER 27,
1997 1996
------------ ------------
<S> <C> <C>
Net sales $ 611,828 $ 596,023
Earnings before extraordinary item and income taxes 11,639 4,148
Net earnings 9,881 4,148
</TABLE>
The purchase price, including estimated adjustments for changes in net tangible
assets required by the Fabral Purchase Agreement and approximately $2.9 million
in acquisition related fees and expenses, was approximately $75.3 million. The
purchase price has been allocated to the assets and liabilities of Fabral based
upon their estimated fair market value at the acquisition date under the
purchase method of accounting. The allocation of the purchase price was, in
certain instances, based on preliminary information and has been adjusted to
reflect final asset and liability valuations. Such valuations were not
materially different than amounts initially recorded.
The Fabral Acquisition was financed through borrowings of approximately $38.0
million of senior secured revolving loans and $40.0 million of senior secured
term loans. Such borrowings were available under the
35
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)
1. ORGANIZATION, ACQUISITIONS AND DIVESTITURES (CONTINUED):
Credit Agreement which was amended and restated to increase the Revolving Credit
Facility from $85.0 million to $100.0 million and to provide additional term
loans of $40.0 million (see Note 5).
Certain Financial Statements and Exhibits for the Fabral Acquisition can be
found in the Company's Current Report on Form 8-K, filed August 1, 1997 and Form
8-K/A, filed September 26, 1997.
On March 28, 1997, the Company's wholly owned subsidiary, Amerimax Building
Products, Inc., purchased all of the issued and outstanding capital stock of JTJ
Laminating, Inc. ("JTJ") for approximately $2.2 million, including transaction
expenses of $100.0 thousand, along with assumption of outstanding indebtedness
of $1.3 million. At the closing date, approximately $2.4 million was paid in
cash, of which $1.3 million was used to extinguish outstanding indebtedness of
JTJ. The remaining purchase price of $1.0 million will be paid in various
installments over the next ten years.
On June 2, 1997, the Company sold the assets, along with certain accounts
payable, related to its Johnson Door Products, Inc. subsidiary for approximately
$9.1 million in cash. On June 27, 1997, the Company sold all of the issued and
outstanding capital stock of Amerimax Specialty Products, Inc. for approximately
$4.2 million, of which $3.7 million was in cash and $500.0 thousand in a
subordinated promissory note payable in 60 monthly installments of principal and
accrued interest, such interest accruing on the unpaid balance at an annual rate
of 9.25%.
The pro forma effects of the JTJ, Johnson Door Products, Inc. and Amerimax
Specialty Products, Inc. transactions were not material to the Company's results
of operations.
The operations of Euramax are conducted through various operating subsidiaries
of Amerimax, Euramax U.K., Euramax B.V. and Euramax S.A. Euramax is an
international downstream producer of value-added aluminum, steel, vinyl and
fiberglass fabricated products with facilities in the U.S., the U.K., The
Netherlands and France. Euramax's core products include specialty coated coils,
aluminum recreational vehicle sidewalls, farm and agricultural panels, roofing
accessories, metal and vinyl raincarrying systems, soffit and fascia systems,
recreational vehicle doors, and vinyl replacement windows. The Company's
customers include original equipment manufacturers, including recreational
vehicle and commercial panel manufacturers; producers of manufactured homes;
home centers; distributors; rural contractors; industrial and architectural
contractors; and home improvement contractors.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of the Company include the accounts of the
Company and all its subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
FISCAL YEAR
The Company operates on a 52/53 week fiscal year ending on the last Friday in
December.
USE OF ESTIMATES
The preparation of financial statements in conformity with 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. Actual results
could differ from those estimates.
36
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
CASH AND EQUIVALENTS
The Company considers all highly liquid investments with an initial maturity of
three months or less to be cash equivalents. Certain cash overdrafts of the
Company have been netted with positive cash balances held with the same banking
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. Depreciation and amortization
of property, plant and equipment is computed principally on the straight-line
method over the estimated useful lives of the assets ranging from 5 to 10 years
for equipment and 25 years for buildings. Gains or losses related to the
disposition of property, plant and equipment are charged to other income or
expense when incurred. Also, when events or changes in circumstances indicate
that the carrying value of an asset may not be recoverable, management assesses
whether there has been a permanent impairment in the value of the asset by
comparing the estimated undiscounted future cash flows expected to result from
the use of the asset and its eventual disposition to the carrying amount of the
asset. If the expected future cash flows are less than the carrying amount of
the asset, an impairment loss is recognized.
GOODWILL
The Company uses the purchase method to account for acquisitions. Goodwill is
amortized on a straight-line basis over 30 years. The Company periodically
reviews the amortization period to determine if events and circumstances warrant
revised estimates of the useful lives. Also, at each balance sheet date,
management assesses whether there has been a permanent impairment in the value
of goodwill by comparing anticipated undiscounted future cash flows from
operating activities with the carrying value of goodwill. The factors considered
by management in the assessment include operating results, trends and prospects,
as well as the effects of obsolescence, demand, competition and other economic
factors.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
In connection with the Company's risk-management strategy, the Company enters
into currency swaps and interest rate swaps for other than trading purposes with
major banking institutions to reduce the impact of exchange rate fluctuations
and/or interest rate fluctuations related to debt payments. Currency swaps
involve exchanges of interest payments in differing currencies, but provide for
the exchange of principal amounts at maturity. Interest rate swaps involve
exchanges of interest payments at differing interest rates and caps the highest
rate of interest to be paid on specified notional amounts of debt. The fair
value of the currency swaps and interest rate swaps are derived from valuation
models based upon recognized financial principals and estimates about relevant
future market conditions (see Note 5). Amounts of interest to be paid or
received are included in interest expense on an accrual basis, as they
effectively limit the interest payment exposure of the Company's debt
commitments. The amounts exchanged are based upon the notional amounts of the
currency swaps and interest rate swaps, as well as on the other terms of the
swaps, which relate to interest payments and exchange rates. Cash flows from the
currency swaps and interest rate swaps are recognized in the statement of cash
flows in the same category as that of the hedged item.
37
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
The Company would be exposed to credit-related losses in the event of
nonperformance by the counterparties that issued the currency swaps and interest
rate swaps. The Company does not expect that counterparties to the currency
swaps or the interest rate swaps will fail to meet their obligations, given
their high credit ratings. The Company generally does not receive collateral on
currency swaps or interest rate swaps due to the credit rating of its
counterparties, however, the Company provides collateral when required by its
counterparties.
Deferral (hedge) accounting is applied only if the derivative reduces the risk
of the underlying hedged item and is designated at inception as a hedge with
respect to the hedged item. Additionally, changes in the fair value of the
derivative are expected to be inversely correlated to the changes in the fair
value of the hedged item. Derivatives are measured for effectiveness both at
inception and on an ongoing basis. If a derivative instrument ceases to meet the
criteria for deferral or settlement accounting, any subsequent gains and losses
are currently recognized in income. Should a swap be terminated while the
underlying debt remains outstanding, the gain or loss is adjusted to the basis
of the underlying debt and amortized over its remaining life. The currency swaps
and interest rate swaps have been designated as hedges, and are closely
monitored to ensure that correlation with the underlying hedged items exists to
such a degree that they substantially offset.
The fair value of the Company's long-term debt is estimated based on the current
rates offered to the Company for debt of similar terms except for the 11.25%
Senior Subordinated Notes, which are measured at the quoted market rate (see
Note 5).
The Company's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash and equivalents and trade accounts receivable.
The fair value of these financial instruments approximates book value at
December 25, 1998 and December 26, 1997. The Company places its cash and
equivalents with high credit quality institutions. At times, such investments
may be in excess of the Federal Deposit Insurance Corporation insurance limit;
however, the Company believes that its credit risk exposure is not significant
due to the high credit quality of the institutions. The Company routinely
assesses the financial strength of its customers. Also, due to the large number
of customers and the widely dispersed geographic areas in which the Company's
businesses operate, the Company believes that its trade accounts receivable
credit risk exposure is not significant.
REVENUE RECOGNITION
The Company recognizes revenue when title passes to the customer.
TRANSLATION OF FOREIGN CURRENCIES
Assets and liabilities of non-U.S. subsidiaries are translated to U.S. Dollars
at the rate of exchange in effect on the balance sheet date; income and expenses
are translated to U.S. Dollars at the weighted average rates of exchange
prevailing during the year. Foreign currency gains and losses resulting from
transactions are included in results of operations. The foreign currency
transaction gains (losses) recorded in selling and general expenses were $129.8
thousand for the year ended December 25, 1998, $(14.5) thousand for the year
ended December 26, 1997, $159.0 thousand for the three months ended December 27,
1996, and $74.2 thousand for the nine months ended September 25, 1996.
38
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
COMPREHENSIVE INCOME
Effective December 27, 1997, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, REPORTING COMPREHENSIVE INCOME. SFAS No.
130 establishes standards for the reporting and display of comprehensive income
and its components in the financial statements. Prior periods have been
reclassified to reflect the adoption of this standard. Total comprehensive
income and the components of accumulated other comprehensive income are
presented in the Consolidated Statements of Changes in Equity. The related tax
effects of the components of comprehensive income and the changes in the
accumulated comprehensive balances are presented in Note 8. The adoption of SFAS
No. 130 did not effect the Company's consolidated financial position, results of
operation or cash flows.
SEGMENT INFORMATION
In 1998, the Company adopted SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION. SFAS No. 131 supersedes SFAS No. 14,
FINANCIAL REPORTING FOR SEGMENTS OF A BUSINESS ENTERPRISE, replacing the
"industry segment" approach with the "management" approach. The management
approach designates the internal reporting structure used by management for
making operating decisions and assessing performance as the source of the
Company's reportable segments. SFAS No. 131 also requires disclosures about
products and services, geographic areas, and major customers. For comparative
purposes, prior period disclosures have been restated to reflect adoption of
this standard. The adoption of SFAS No. 131 did not effect the Company's
consolidated financial position, results of operation or cash flows.
ENVIRONMENTAL COSTS
Environmental expenditures that relate to current operations are expensed or
capitalized, as appropriate. The Company's pro rata share of remediation costs
that relate to an existing condition caused by past operations are accrued when
it is probable that these costs will be incurred and can be reasonably
estimated.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS 133 is
effective for all fiscal quarters of all fiscal years beginning after June 15,
1999 (December 31, 2000 for the Company). SFAS 133 requires that all derivative
instruments be recorded on the balance sheet at their fair value. Changes in the
fair value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction. For fair-value
hedge transactions in which the Company is hedging changes in the fair value of
an asset, liability, or firm commitment, changes in the fair value of the
derivative instrument will generally be offset in the income statement by
changes in the hedged item's fair value. For cash-flow hedge transactions, in
which the Company is hedging the variability of cash flows related to a
variable-rate asset, liability, or a forecasted transaction, changes in the fair
value of the derivative instrument will be reported in other comprehensive
income. The gains and losses on the derivative instrument that are reported in
other comprehensive income will be reclassified as earnings in the periods in
which earnings are impacted by the variability of the cash flows of the hedged
item. The ineffective portion of all hedges will be recognized in current-period
earnings. Management is currently reviewing the provisions of SFAS No. 133 and
does not believe that the Company's financial statements will be materially
impacted by the adoption.
39
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
RECLASSIFICATIONS
Certain reclassifications have been made to prior years' financial statements to
conform with the 1998 presentation.
3. INVENTORIES:
Inventories were comprised of:
<TABLE>
<CAPTION>
DECEMBER 25, DECEMBER 26,
1998 1997
------------ ------------
<S> <C> <C>
Raw materials $ 53,247 $ 63,768
Work in process 10,172 12,029
Finished products 11,316 11,664
------------ ------------
$ 74,735 $ 87,461
------------ ------------
------------ ------------
</TABLE>
4. PROPERTY, PLANT AND EQUIPMENT:
Components of property, plant and equipment were as follows:
<TABLE>
<CAPTION>
DECEMBER 25, DECEMBER 26,
1998 1997
------------ ------------
<S> <C> <C>
Land and improvements $ 8,983 $ 8,804
Buildings 42,860 42,521
Machinery and equipment 85,071 72,107
------------ ------------
136,914 123,432
Less accumulated depreciation (20,343) (10,804)
------------ ------------
116,571 112,628
Construction in progress 509 559
------------ ------------
$ 117,080 $ 113,187
------------ ------------
------------ ------------
</TABLE>
Depreciation expense was $9.7 million, $9.0 million, $2.2 million and $6.7
million for the years ended December 25, 1998 and December 26, 1997, the three
months ended December 27, 1996, and the nine months ended September 25, 1996,
respectively.
5. LONG-TERM OBLIGATIONS:
Long-term obligations consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 25, DECEMBER 26,
1998 1997
------------ ------------
<S> <C> <C>
Credit Agreement:
Revolving Credit Facility $ 35,186 $ 45,401
Term Loans 47,492 63,815
11.25% Senior Subordinated Notes due 2006 135,000 135,000
------------ ------------
217,678 244,216
Less current portion (9,182) (3,924)
------------ ------------
$ 208,496 $ 240,292
------------ ------------
------------ ------------
</TABLE>
40
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)
5. LONG-TERM OBLIGATIONS (CONTINUED):
The Company has outstanding borrowings under a credit agreement (the "Credit
Agreement") consisting of term loans (the "Term Loans") and a revolving credit
facility (the "Revolving Credit Facility"), a portion of which is available for
letters of credit and swing loans. The Term Loans consist of five facilities in
the aggregate amount of $47.5 million. Two of the facilities, which aggregate to
$6.3 million, consist of a Dutch Guilder facility and a Pound Sterling facility.
The third facility is a U.S. Dollar facility in the amount of $10.9 million (the
"Tranche B Facility"). The fourth facility is a U.S. Dollar facility in the
amount of $13.2 million (the "Tranche A Facility"). The fifth facility is a U.S.
Dollar facility in the amount of $17.1 million (the "Tranche C Facility"). Loans
under the Revolving Credit Facility are made, at the election of the Company, in
U.S. Dollars, Dutch Guilders and/or Pounds Sterling. All borrowings under the
Term Loans and the Revolving Credit Facility are repaid in the currency in which
the loan is made.
Outstanding loans under the Tranche A Facility must be repaid by December 31,
2000. Outstanding loans under the Pound Sterling Facility must be repaid by
September 30, 2001. Outstanding loans under the Dutch Guilder Facility must be
repaid December 31, 2001. Outstanding loans under the Revolving Credit Facility
must be repaid by December 31, 2001; provided, however, that subject to the
consent of the lender under the Revolving Credit Facility, the Company will have
the option to extend the final maturity date on the Revolving Credit Facility to
June 2004. Outstanding loans under the Tranche C Facility must be repaid by
December 31, 2002. Outstanding loans under the Tranche B Facility must be repaid
by September 30, 2003.
The terms of the Credit Agreement require an additional payment on the Company's
outstanding Term Loans on an annual basis based upon the Company's excess cash
flows ("Excess Cash Flow Provision," as defined in the Credit Agreement). Based
on the Company's cash flows for the year ended December 25, 1998, the payment
required under the Excess Cash Flow Provision is estimated to be approximately
$27.5 million. For the year ended December 26, 1997, the payment required under
the Excess Cash Flow Provision was $12.5 million. As of December 25, 1998 and
December 27, 1997, respectively, neither of the respective payments required
under the Excess Cash Flow Provision were included in current maturities of
long-term debt based on the Company's intent and ability to finance these
payments through the use of its long-term Revolving Credit Facility.
Through December 25, 1998, at the option of the Company, the interest rates
applicable to the loans under the Credit Agreement were based upon a Base Rate
or a Eurocurrency Rate (both as defined), plus their respective margins. From
September 25, 1996 through December 26, 1997, the margins were as follows: (a)
Base Rate plus 1.75% in the case of the Revolving Credit Facility and all U.S.
Dollar denominated Term Loans except the Tranche B Facility, or 2.25% in the
case of the Tranche B Facility; or (b) Eurocurrency Rate for one, three or six
months, plus 2.75% in the case of the Revolving Credit Facility and all Term
Loans except the Tranche B Facility and Tranche C Facility, or 3.25% in the case
of the Tranche B Facility and Tranche C Facility. In November, 1997, the Credit
Agreement was amended to provide for variable rate margins, determined
quarterly, based upon the Company's ratio of EBITDA (earnings before interest,
taxes, depreciation and amortization) to total debt. For periods after December
26, 1997, the maximum and minimum base rate margins are 1.75% and 1.00%,
respectively. The maximum and minimum Eurocurrency rate margins are 2.75% and
1.25%, respectively. At December 25, 1998, the interest rate payable under the
Revolving Credit Facility averaged 6.896%, the interest rate on the Tranche B
and Tranche C Facilities averaged 7.405%, and the interest rate on the Tranche A
Facility, Dutch Guilder Facility and Pound Sterling Facility averaged 6.905%.
41
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)
5. LONG-TERM OBLIGATIONS (CONTINUED):
As of December 25, 1998, an undrawn amount of $64.8 million remained under the
Revolving Credit Facility and was fully available. During 1998, debt decreased
$22.7 thousand due to fluctuations in the foreign exchange rates, as compared to
a decrease of $1.6 million during 1997.
The Credit Agreement contains certain covenants and restrictions on actions by
the Company and its subsidiaries, including certain restrictions on the payment
of cash dividends. In addition, the Credit Agreement requires the Company to
meet certain financial tests, including minimum fixed charge coverage ratio,
minimum interest coverage ratio, maximum leverage ratio, minimum EBITDA
requirements and maximum amounts of capital expenditures. As of December 25,
1998, the Company was in compliance with these covenants and restrictions.
On September 25, 1996, the Company issued $135.0 million in 11.25% Senior
Subordinated Notes due 2006 pursuant to a private offering. On March 10, 1997,
the Company issued new 11.25% Senior Subordinated Notes due 2006 pursuant to an
exchange offer whereby holders of the original notes received new notes which
have been registered under the Securities Act of 1933, as amended, but are
otherwise identical to the original notes. The original notes and the new notes
are herein referred to as "the Notes." The Notes mature on October 1, 2003 and
bear interest at the rate of 11.25% per annum, payable semiannually in arrears
on April 1 and October 1 of each year. The Notes may be redeemed at the option
of the Company, in whole or in part, at any time on or after October 1, 2001,
under the conditions as specified in the note indenture dated as of September
25, 1996, under which the Notes were issued, plus accrued and unpaid interest to
the redemption date, at the following redemption prices:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
- --------------------------------------------------------------------------------- -----------
<S> <C>
2001 105.625%
2002 103.750%
2003 101.875%
2004 100.000%
</TABLE>
In addition, prior to October 1, 1999, the Company may redeem up to 40% of the
aggregate principal amount of the Notes with the net cash proceeds received by
the Company from one or more public offerings of its capital stock at the
redemption price of 111.25% of the principal amount thereof, plus accrued and
unpaid interest to the redemption date; provided, however, that at least $75.0
million in aggregate principal amount of the Notes remain outstanding
immediately after any such redemption.
In the event of certain changes affecting withholding taxes applicable to
certain payments on the Notes, the Notes may be redeemed at any time in whole,
and not in part, at the option of the Company, at 100% of the principal amount
thereof, plus accrued and unpaid interest to the redemption date.
Upon a change of control, each holder of the Notes may require the Company to
repurchase such holder's Notes in whole or in part at the purchase price equal
to 101% of the principal amount thereof plus accrued and unpaid interest to the
purchase date. However, the Credit Agreement will prohibit the purchase of
outstanding Notes prior to repayment of the borrowings under the Credit
Agreement.
The Notes are unsecured obligations subordinated to all existing and future
unsubordinated borrowings of the Company, including all of the obligations under
the Credit Agreement, and will be effectively subordinated to all obligations of
any subsidiaries of the Company.
42
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)
5. LONG-TERM OBLIGATIONS (CONTINUED):
Future maturities of long-term obligations as of December 25, 1998 are as
follows:
<TABLE>
<S> <C>
1999 $9,182
2000 4,699
2001 7,173
2002 12,585
2003 13,853
Thereafter 170,186
---------
$217,678
---------
---------
</TABLE>
The Notes are guaranteed on a senior subordinated basis by Amerimax, and the
borrowings under the Credit Agreement are guaranteed by the Company and all of
its subsidiaries, other than Euramax S.A. and its subsidiaries. Substantially
all assets of the Company are pledged as collateral against the borrowings under
the Credit Agreement.
In connection with the Notes, on December 27, 1996, the Company entered into two
currency swap agreements ("Dutch Guilder swap" and "Pound Sterling swap") with a
major banking institution. The agreements provide for exchanges of interest
payments in Dutch Guilders and Pound Sterling for U.S. Dollars on April 1, and
October 1 of each year commencing April 1, 1997, and provide for exchanges of
principal amounts at maturity on October 1, 2003. In a series of transactions
completed on August 7, 1998, the Company sold its interest in the Dutch Guilder
swap whereby the Company was to receive $50.0 million in exchange for 85.1
million Dutch Guilders on October 1, 2003. Proceeds from the sale approximated
$7.6 million and were used to reduce long-term indebtedness. The net gain on the
sale was not material. Concurrent with the sale, the Company entered into a new
currency swap requiring the Company to exchange 75.0 million Dutch Guilders for
$37.5 million at maturity on October 1, 2003. Under the new agreement, the
Company pays the counterparty a fixed rate of interest of 9.865% on the notional
Dutch Guilders value in exchange for receiving interest of 11.25% on the
notional U.S. Dollar value. The Pound Sterling swap requires the Company to
exchange 16.0 million Pounds Sterling for $25.0 million at maturity on October
1, 2003. The Company pays the counterparty a fixed rate of interest of 12.72% on
the notional Pounds Sterling value in exchange for receiving interest of 11.25%
on the notional U.S. Dollar value. At December 25, 1998, the aggregate fair
value of the currency swap agreements was $(7.2) million. Substantially all
assets of the Company are pledged as collateral against the currency swaps.
On June 2, 1998, the Company entered into an interest rate swap agreement to
reduce the volatility associated with U.S. LIBOR interest rate fluctuations. The
agreement provides for the Company to swap floating U.S. LIBOR interest rates,
on a notional amount of $75.0 million of U.S. Dollar indebtedness, for a
floating rate tied to a historically less volatile index. The agreement,
expiring June 2, 2003, also caps the highest rate of interest to be paid on the
first $75.0 million of LIBOR based borrowings by the Company at 9.5%. The net
cash amounts paid or received on the swap are accrued and recognized as an
adjustment to interest expense. At December 25, 1998, the Company was a floating
rate payor of 5.0717% and received a floating rate of 5.287% on the notional
amount of $75.0 million. At December 25, 1998, the fair value of the interest
rate swap agreement was $(1.9) million.
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 and maturities except for
the 11.25% Senior Subordinated Notes due 2006 which are measured at the quoted
market rate. The fair value of the Company's 11.25% Senior
43
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)
5. LONG-TERM OBLIGATIONS (CONTINUED):
Subordinated Notes due 2006 was $132.3 million at December 25, 1998. All other
long-term debt approximates the carrying value at December 25, 1998.
6. CAPITAL STRUCTURE:
PREFERENCE SHARES
In connection with the Acquisition described in Note 1, the Company issued the
equivalent of 34,000,000 shares of redeemable preference shares as follows:
33,925,000 preference shares with a stated value of $1 per share, and 50,000
sterling preference shares with a stated value of 1 British Pound Sterling per
share. In October, 1997, all sterling preference shares were converted to U.S.
Dollar preference shares. As of December 25, 1998, the Company had issued and
outstanding 34,000,000 shares of redeemable preference shares with a stated
value of $1 per share. The preference shares accrue fixed, cumulative dividends
of 14% per annum compounded quarterly on March 31, June 30, September 30, and
December 31 in each year, and are paid as declared by the Company's Board of
Directors. The aggregate and per share amounts of cumulative preferred dividends
were $12.3 million aggregate and $.362912 per share and $6.4 million aggregate
and $.187706 per share at December 25, 1998 and December 26, 1997, respectively.
The Company is prohibited from paying dividends on ordinary shares unless all
required preferred dividends have been paid. In addition, the Credit Agreement
(see Note 5) contains certain restrictions on the payment of cash dividends.
Preference shareholders holding at least 5% of the preference shares are
entitled to receive notice of, attend and speak at general meetings of the
Company. Preference shareholders may not vote at general meetings of the Company
unless: (i) when preference shares are due for redemption, the Company does not
pay all of the redemption money then payable to the preference shareholders,
whether or not the Company has enough earnings and profits available for
distribution or other requisite funds to pay the redemption money; or (ii) any
indebtedness of the Company or a subsidiary undertaking in aggregate principal
amount of at least $10.0 million has become repayable before its specified
maturity or has been the subject of a demand for repayment. For as long as such
default described in (ii) above continues, preference shareholders holding at
least 5% of the preference shares may vote at general meetings of the Company.
In the event of liquidation, dissolution, winding-up or otherwise, the assets of
the Company available for distribution among the shareholders shall be applied
first to pay the preference shareholders before payment to the holders of any
other class of shares.
With the consent of 66.67% of the preference shareholders, the Company may, at
any time, redeem all or multiples in the aggregate amount of $500.0 thousand of
the preference shares. Subject to certain provisions of the Credit Agreement,
the holders of 66.67% of the preference shares are entitled to require
redemption of some or all of the preference shares if any of the following
events occur: (i) the preference dividend due is not paid in full on a due date,
whether or not the Company has enough profits available for distribution to pay
it; or (ii) when preference shares are due for redemption, the Company does not
pay all the redemption money then payable to the preference shareholders,
whether or not the Company has enough profits available for distribution or
other requisite funds to pay the redemption money. Also subject to certain
provisions of the Credit Agreement, the holders of 66.67% of the preference
shares are entitled to require redemption of all of the preference shares in the
event of the following: (i) the sale of 66.67% or more of the ordinary shares;
or (ii) the listing of the Company's shares on an internationally recognized
stock exchange. On any redemption date, the Company shall pay to the preference
44
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
shareholders the nominal amounts and premiums paid on the shares and a sum equal
to any accrued and/or unpaid preference dividends. To the extent that any shares
remain outstanding, the Company shall redeem the preference shares on December
31, 2007.
ORDINARY SHARES
Except with respect to voting rights, ordinary shares and non-voting ordinary
shares rank PARI PASSU (equal ranking), which includes equal ranking on any
distribution or return of capital. Non-voting ordinary shares carry the right to
receive notice of general meetings of the Company but do not entitle the
non-voting ordinary shareholders to vote at general meetings of the Company.
Holders of a majority of the outstanding non-voting ordinary shares held by
certain investors, as described in the Company's Articles of Association, shall
be entitled at any time to convert any or all of their non-voting ordinary
shares into the same number of ordinary shares of an equivalent value.
Historical earnings per share have not been presented because they would not be
meaningful. For predecessor periods, the common stock of the Company, as
presented in common stock and paid-in capital, consists of the common stock of
the combined Predecessor entities.
7. INCOME TAXES:
For Predecessor periods, the Company did not have a formal tax sharing agreement
with Alumax and Alumax paid the allocable share of U.S. Federal and state taxes
on behalf of the Company. The non-U.S. entities calculated their income taxes on
a stand-alone basis and the related amounts were included in taxes payable and
deferred income taxes. For such periods, the income tax provision (benefit) was
based on amounts the Company would have paid on a combined basis as if separate
returns were filed. The provisions for income taxes are comprised of the
following:
<TABLE>
<CAPTION>
SUCCESSOR PREDECESSOR
----------------------------------------- -------------
THREE MONTHS NINE MONTHS
YEAR ENDED YEAR ENDED ENDED ENDED
DECEMBER 25, DECEMBER 26, DECEMBER 27, SEPTEMBER 25,
1998 1997 1996 1996
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Current:
U.S. Federal $ 1,336 $ -- $ 503 $ 2,944
Non-U.S. 5,127 4,683 669 4,833
State 250 -- 94 1,148
------------ ------------ ------------- -------------
6,713 4,683 1,266 8,925
------------ ------------ ------------- -------------
Deferred:
U.S. Federal 2,706 2,520 (739) (254)
Non-U.S. 327 443 63 (272)
State 507 301 (85) (57)
------------ ------------ ------------- -------------
3,540 3,264 (761) (583)
------------ ------------ ------------- -------------
$ 10,253 $ 7,947 $ 505 $ 8,342
------------ ------------ ------------- -------------
------------ ------------ ------------- -------------
</TABLE>
The results for the year ended December 26, 1997, included an extraordinary loss
of $1.8 million, net of tax benefit of $1.1 million, for the write-off of
deferred financing costs in connection with the amendment and restatement of the
Company's Credit Agreement to, among other items, provide available borrowings
for the Fabral Acquisition.
45
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
7. INCOME TAXES (CONTINUED):
During 1998, the Company's United States income tax returns for the three months
ended December 27, 1996, and the year ended December 26, 1997, were selected for
examination by the Internal Revenue Service ("IRS"). Although it is reasonably
possible that the IRS will disallow the deductibility of some expenses, the
amount of the disallowance and ultimate liability for additional income taxes
cannot now be determined, as the IRS has not concluded its findings. The
examinations remain in progress as of the date of this report. However, based
upon the facts currently available, including the availability of cumulative net
operating loss carryforwards, the Company believes that the ultimate amount of
tax deductions disallowed, if any, will not have a material adverse effect on
the financial condition or cash flow of the Company.
The U.S. and non-U.S. components of earnings before income taxes and
extraordinary item are as follows:
<TABLE>
<CAPTION>
SUCCESSOR PREDECESSOR
----------------------------------------- -------------
THREE MONTHS NINE MONTHS
YEAR ENDED YEAR ENDED ENDED ENDED
DECEMBER 25, DECEMBER 26, DECEMBER 27, SEPTEMBER 25,
1998 1997 1996 1996
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
U.S. $ 10,542 $ 5,316 $ (583) $ 8,833
Non-U.S. 12,595 14,185 2,094 13,089
------------ ------------ ------------- -------------
$ 23,137 $ 19,501 $ 1,511 $ 21,922
------------ ------------ ------------- -------------
------------ ------------ ------------- -------------
</TABLE>
Reconciliation of the differences between income taxes computed at the U.S.
Federal statutory tax rate and the Company's income tax provision follows:
<TABLE>
<CAPTION>
SUCCESSOR PREDECESSOR
----------------------------------------- -------------
THREE MONTHS NINE MONTHS
YEAR ENDED YEAR ENDED ENDED ENDED
DECEMBER 25, DECEMBER 26, DECEMBER 27, SEPTEMBER 25,
1998 1997 1996 1996
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Tax at U.S. Federal statutory rate $ 8,098 $ 6,826 $ 529 $ 7,673
State income taxes, net of U.S. Federal income tax
benefit 439 302 (24) 669
Non-U.S. taxes, net 81 117 -- --
Permanent differences (primarily meals and
entertainment and goodwill amortization) 1,063 1,028 -- --
Other, net 572 (326) -- --
------------ ------------ ------------- -------------
$ 10,253 $ 7,947 $ 505 $ 8,342
------------ ------------ ------------- -------------
------------ ------------ ------------- -------------
</TABLE>
46
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
7. INCOME TAXES (CONTINUED):
At December 25, 1998 and December 26, 1997, deferred income taxes are separately
stated in the balance sheet. The combined tax-effected temporary differences are
as follows:
<TABLE>
<CAPTION>
ASSET (LIABILITY)
--------------------------
DECEMBER 25, DECEMBER 26,
1998 1997
------------ ------------
<S> <C> <C>
Accrued expenses $ 2,234 $ (614)
Allowance for doubtful accounts 699 --
Book versus tax basis of inventory 496 13
Other -- 238
------------ ------------
Current, net 3,429 (363)
------------ ------------
Book versus tax basis of depreciable assets (19,500) (17,715)
Net operating losses 8,803 12,055
Accrued pension liability 1,600 --
Other (1,713) (891)
------------ ------------
Noncurrent, net (10,810) (6,551)
------------ ------------
Total, net $ (7,381) $ (6,914)
------------ ------------
------------ ------------
</TABLE>
The earnings of non-U.S. subsidiaries are considered to be permanently invested.
Any tax amounts owed as a result of the recovery of taxable temporary
differences attributable to such investments would not be material. Amerimax
Holdings, Inc. had a U.S. operating tax loss carryforward of $2.9 million which
was utilized to offset 1998 taxable income and taxes. In addition, Fabral has
U.S. operating tax loss carryforwards of approximately $22.6 million which are
available to offset future taxable income and taxes. The tax carryforward
benefits begin to expire in 2010. Internal Revenue Service code section 382
imposes an annual limitation of approximately $4.0 million for the Fabral net
operating loss which can only be used to offset Fabral taxable income. The
Company believes that this limitation will not affect its ability to utilize the
net operating losses prior to expiration.
8. COMPREHENSIVE INCOME:
Accumulated other comprehensive income (loss) balances were as follows:
<TABLE>
<CAPTION>
FOREIGN ACCUMULATED
CURRENCY MINIMUM OTHER
TRANSLATION PENSION COMPREHENSIVE
ADJUSTMENT LIABILITY LOSS
----------- --------- --------------
<S> <C> <C> <C>
Beginning balance, December 26, 1997 $ (1,391) $ (535) $ (1,926)
Current period change 1,655 (2,411) (756)
----------- --------- --------------
Ending balance, December 25, 1998 $ 264 $ (2,946) $ (2,682)
----------- --------- --------------
----------- --------- --------------
</TABLE>
There were no tax effects related to the foreign currency translation adjustment
component of other comprehensive income (loss) for any year presented because
the earnings of the subsidiaries are considered to be permanently invested (see
Note 7). The tax effects related to the minimum pension liability component of
other comprehensive income (loss) were $1.6 million for the year ended December
25, 1998, were not significant for the year ended December 26, 1997, and were $0
for the three months ended December 27, 1996, and the nine months ended
September 25, 1996. (see Note 9 for information concerning the Company's
employee retirement plans.)
47
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
9. EMPLOYEE RETIREMENT PLANS:
During 1998, the Company adopted SFAS No. 132, EMPLOYERS' DISCLOSURES ABOUT
PENSIONS AND OTHER POST RETIREMENT BENEFITS. Information for prior years has
been restated in conform to the requirements of this statement. The adoption of
SFAS No. 132 did not effect the Company's consolidated financial position,
results of operations or cash flows.
U.S. PLANS:
DEFINED BENEFIT:
Prior to the Acquisition, substantially all U.S. employees of the Company were
covered by defined benefit pension plans administered by Alumax. The costs of
these plans were allocated to the Company based on base salary expenses and were
generally non-contributory. The Company was charged $1.0 million by Alumax in
Predecessor 1996 for its allocated share of net periodic pension costs of these
Plans. As a result of the Acquisition, all obligations for benefits under the
plans as of the Acquisition date were retained by Alumax.
Subsequent to the Acquisition, the Company established a new non-contributory
defined benefit pension plan covering substantially all U.S. hourly employees.
The new plan contains terms and provisions similar to the predecessor plans. As
of and for the three months ended December 27, 1996, the Company's obligations
and net periodic pension costs under the new plan were not significant.
48
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
9. EMPLOYEE RETIREMENT PLANS (CONTINUED):
The following table sets forth the reconciliations of the projected benefit
obligation and plan assets, the funded status of the new plan and the amounts
recognized in the Company's consolidated balance sheets:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 25, DECEMBER 26,
1998 1997
------------ ------------
<S> <C> <C>
CHANGE IN BENEFIT OBLIGATION
Projected benefit obligation at beginning of year $ 481 $ 209
Service cost 295 251
Interest cost 46 22
Plan amendments 149 93
Actuarial loss 133 142
Benefits paid (27) (236)
------------ ------------
Projected benefit obligation at end of year $ 1,077 $ 481
------------ ------------
Accumulated benefit obligation $ 1,077 $ 481
------------ ------------
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year $ 64 $ 149
Actual return on plan assets 8 4
Employer contributions 280 148
Benefits paid (27) (236)
------------ ------------
Fair value of plan assets at end of year $ 325 $ 65
------------ ------------
FUNDED STATUS $ (752) $ (416)
Unrecognized net loss 262 107
Unrecognized prior service cost 200 66
------------ ------------
Net amount recognized $ (290) $ (243)
------------ ------------
------------ ------------
AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS
Accrued pension liability $ (752) $ (416)
Intangible asset 200 66
Accumulated other comprehensive loss 262 107
------------ ------------
Net amount recognized $ (290) $ (243)
------------ ------------
------------ ------------
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 25, DECEMBER 26,
1998 1997
------------ ------------
<S> <C> <C>
WEIGHTED-AVERAGE ASSUMPTIONS
Discount rate 6.5% 7.0%
Rate of compensation increases n/a n/a
Expected long-term rate of return on plan assets 8.0% 8.0%
</TABLE>
49
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
9. EMPLOYEE RETIREMENT PLANS (CONTINUED):
Net periodic pension costs for the new plan for the years ended December 25,
1998 and December 26, 1997, include the following components:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 25, DECEMBER 26,
1998 1997
------------ ------------
<S> <C> <C>
COMPONENTS OF NET PERIODIC PENSION COST
Service cost $ 295 $ 251
Interest cost 46 22
Expected return on assets (14) (14)
Amortization of prior service cost 15 5
Recognized net actuarial loss 5 1
------------ ------------
Net periodic pension cost 347 265
SETTLEMENTS, CURTAILMENTS, AND TERMINATION BENEFITS
Settlement loss -- 63
Curtailment loss -- 21
------------ ------------
PENSION EXPENSE FOR THE FISCAL YEAR $ 347 $ 349
------------ ------------
------------ ------------
</TABLE>
DEFINED CONTRIBUTION:
Prior to the Acquisition, the majority of the U.S. employees of the Company were
eligible to participate in a defined contribution retirement plan sponsored by
Alumax. The plan allowed the employees to contribute a percentage of their
pre-tax and/or after-tax income in accordance with specified guidelines. Alumax
matched a certain percentage of employee contributions up to certain limits. The
Company's expense related to the plan was $310.5 thousand for Predecessor 1996.
Subsequent to the Acquisition, the Company established two new 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. As before, the Company matches a certain percentage
of pre-tax employee 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 related to the new plans was not significant in
1996. The Company's expense for the years ended December 25, 1998 and December
26, 1997, was approximately $1.2 million and $1.1 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").
50
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
9. 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:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 25, DECEMBER 26,
1998 1997
------------ ------------
<S> <C> <C>
CHANGE IN BENEFIT OBLIGATION
Projected benefit obligation at beginning of year $ 12,354 $ 9,894
Service cost 754 671
Interest cost 873 794
Employee contributions 280 256
Actuarial loss 3,039 926
Benefits paid (384) (556)
Special termination benefits -- 174
Currency translation adjustment (6) 195
------------ ------------
Projected benefit obligation at end of year $ 16,910 $ 12,354
------------ ------------
Accumulated benefit obligation at end of year $ 16,910 $ 11,525
------------ ------------
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year $ 10,462 $ 8,977
Actual return on plan assets 1,001 857
Employer contributions 563 824
Employee contributions 280 258
Benefits paid (384) (556)
Administrative expenses (58) (57)
Currency translation adjustment (28) 159
------------ ------------
Fair value of plan assets at end of year $ 11,836 $ 10,462
------------ ------------
FUNDED STATUS $ (5,074) $ (1,892)
Unrecognized net loss, net of tax benefit 2,684 1,257
------------ ------------
Net amount recognized $ (2,390) $ (635)
------------ ------------
------------ ------------
AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS
Accrued pension liability (5,074) (1,063)
Accumulated other comprehensive loss 2,684 428
------------ ------------
Net amount recognized $ (2,390) $ (635)
------------ ------------
------------ ------------
</TABLE>
The increase in the projected benefit obligation of the U.K plan is primarily
due to an increase in the actuarial loss from $926.0 thousand for the year ended
December 26, 1997, to $3.0 million for the year ended December 25, 1998. A
primary reason for the increase in the actuarial loss is that although there has
been a significant decline in interest rates, the U.K. plan includes guaranteed
increases of a minimum of three percent on all benefits. In a low inflation
environment, the three percent minimum results in a low net interest rate for
calculating annuity values, resulting in significantly higher liabilities. Under
U.K.
51
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
9. EMPLOYEE RETIREMENT PLANS (CONTINUED):
transition rules, the amount by which the plan liabilities exceed the plan
assets may be funded over a four-year period, beginning in 1999.
<TABLE>
<CAPTION>
DECEMBER 25, DECEMBER 26, DECEMBER 27,
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
WEIGHTED AVERAGE ASSUMPTIONS
Discount rate 6.00% 7.25% 8.25%
Rate of compensation increases 3.50% 4.75% 5.75%
Expected long-term rate of return on plan assets 8.75% 9.75% 8.25%
</TABLE>
Net periodic pension cost for the U.K. Plan includes the following components:
<TABLE>
<CAPTION>
SUCCESSOR PREDECESSOR
----------------------------------------- -------------
THREE MONTHS NINE MONTHS
YEAR ENDED YEAR ENDED ENDED ENDED
DECEMBER 25, DECEMBER 26, DECEMBER 27, SEPTEMBER 25,
1998 1997 1996 1996
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
COMPONENTS OF NET PERIODIC PENSION COST
Service cost $ 754 $ 671 $ 144 $ 407
Interest cost 873 794 205 511
Expected return on assets (915) (889) (192) (467)
Amortization of prior service cost -- -- (144) (10)
Recognized net gain (1) -- -- --
------------ ------------ ------------- -------------
Net periodic pension cost $ 711 $ 576 $ 13 $ 441
------------ ------------ ------------- -------------
------------ ------------ ------------- -------------
</TABLE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN:
In addition to the above retirement plans, in 1996, the Company adopted a
non-qualified and unfunded supplemental executive retirement plan (the "SERP").
The SERP was designed to supplement benefits payable under other plans of the
Company to eligible executives. As of and for the three months ended December
27, 1996, the Company's obligations and net periodic pension costs were not
significant.
52
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
9. EMPLOYEE RETIREMENT PLANS (CONTINUED):
The following table sets forth the reconciliations of the projected benefit
obligations, the funded status and the amounts recognized in the Company's
consolidated balance sheets:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 25, DECEMBER 26,
1998 1997
------------ ------------
<S> <C> <C>
CHANGE IN BENEFIT OBLIGATION
Projected benefit obligation at beginning of year $ 752 $ 435
Interest cost 53 44
Plan amendments -- 241
Actuarial loss 33 32
------------ ------------
Projected benefit obligation at end of year $ 838 $ 752
------------ ------------
FUNDED STATUS $ (838) $ (752)
Unrecognized prior service cost 206 231
Unrecognized net loss 93 60
------------ ------------
Net amount recognized $ (539) $ (461)
------------ ------------
------------ ------------
AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS
Accrued pension liability $ (539) $ (461)
------------ ------------
Net amount recognized $ (539) $ (461)
------------ ------------
------------ ------------
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 25, DECEMBER 26,
1998 1997
------------ ------------
<S> <C> <C>
WEIGHTED AVERAGE ASSUMPTIONS
Discount rate 6.5% 7.0%
Rate of compensation increases n/a n/a
Expected long-term rate of return on plan assets n/a n/a
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 25, DECEMBER 26,
1998 1997
------------ ------------
<S> <C> <C>
COMPONENTS OF NET PERIODIC PENSION COST
Interest cost $ 53 $ 44
Amortization of prior service cost 25 9
------------ ------------
Net periodic pension cost $ 78 $ 53
------------ ------------
------------ ------------
</TABLE>
10. 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 and return on average net assets. Costs of the plan for the years ended
December 25, 1998 and December 26, 1997, and for the three month
53
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
10. INCENTIVE PLANS (CONTINUED):
successor period ended December 27, 1996, were approximately $2.2 million, $2.4
million and $545.1 thousand, respectively.
LONG-TERM INCENTIVE PLAN
In 1998, the Company established the Euramax International 1999 Phantom Stock
Plan (the "Plan") which is effective January 1, 1999. The purpose of the Plan is
to link the interests of the participants to those of the Company's shareholders
through compensation that is tied to the increase in the equity value of the
Company over the long term. Participation in the Plan is limited to key
executives and certain other management employees as approved, from time to
time, by a Committee selected by the President.
The Plan provides for one-time awards of phantom shares to selected
participants. A phantom share is a unit equal to 4% of the equity value of the
Company, as defined by the Plan, divided by 40,000 (the maximum number of
phantom shares that may be awarded to participants under the Plan). A phantom
share entitles the participant to receive compensation equal to the fair market
value of a phantom share when fully vested, minus the beginning 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. Compensation expense will be
accrued in the period from the date of grant to the date fully vested, adjusted
for changes in the value of the phantom shares. No compensation expense was
recorded during fiscal year 1998 in connection with the Plan. The awards become
fully vested on the earlier of a change in control; a listing; the death,
disability or retirement of the participant; or December 31, 2003. Compensation
will be paid out in four equal payments during the first quarter of 2004 through
2007, unless there is a change in control; a listing; or the death, disability
or retirement of the participant; in which case the compensation will be paid
out sooner.
11. COMMITMENTS AND CONTINGENCIES:
Minimum commitments under long-term noncancelable operating leases, principally
for operating and office facilities, totaled $18.9 million at December 25, 1998
were as follows:
<TABLE>
<S> <C>
1999 $ 4,806
2000 4,177
2001 2,948
2002 2,527
2003 1,507
Thereafter 2,969
---------
$ 18,934
---------
---------
</TABLE>
Rent expense amounted to $6.3 million for the year ended December 25, 1998, $4.7
million for the year ended December 26, 1997, $1.1 million for the three months
ended December 27, 1996, and $2.9 million for the nine months ended September
25, 1996.
RAW MATERIALS
The principal raw materials required by the Company's manufacturing operations
are aluminum coils and extrusions and steel coils, all of which are purchased at
competitive prevailing market prices. Management believes adequate sources of
supply exist for the Company's raw material requirements.
54
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
11. COMMITMENTS AND CONTINGENCIES (CONTINUED):
INSURANCE
The Company maintains insurance coverage for various aspects of its business and
operations, including general liability, workers' compensation and employee
health benefits. The Company has elected, however, to retain a portion of losses
that occur through the use of various deductibles, limits and retentions under
certain of its insurance programs. This situation may subject the Company to
some future liability for which it is only partially insured. The Company
intends to mitigate any such future liability by continuing to exercise prudent
business judgment in negotiating the terms and conditions of its contracts.
EMPLOYMENT AGREEMENTS
The Company has employment agreements with certain of its executive officers.
Such agreements provide for minimum salary levels as well as incentive bonuses
that are payable if specified operating goals are attained. In addition, the
agreements provide for severance benefits, as well as disability and death
benefits.
LITIGATION
The Company is subject to legal proceedings and claims that have arisen in the
ordinary course of business. Although occasional adverse decisions or
settlements may occur, it is the opinion of the Company's management, based upon
information available at this time, that the expected outcome of these matters,
individually or in the aggregate, would not reasonably be expected to have a
material adverse effect on the consolidated financial position, results of
operations or cash flows of the Company and its subsidiaries taken as a whole.
ENVIRONMENTAL MATTERS
The Company's operations are subject to federal, state, local and European
environmental laws and regulations concerning the management of pollution and
hazardous substances.
The Company has been named as a defendant in lawsuits or as a potentially
responsible party in state and Federal administrative and judicial proceedings
seeking contribution for costs associated with the investigation, analysis,
correction and remediation of environmental conditions at various hazardous
waste disposal sites. The Company continues to monitor these actions and
proceedings and to vigorously defend both its own interests as well as the
interests of its affiliates. The Company's ultimate liability in connection with
present and future environmental claims will depend on many factors, including
its volumetric share of the waste at a given site, the remedial action required,
the total cost of remediation, and the financial viability and participation of
the other entities that also sent waste to the site. Once it becomes probable
that the Company will incur costs in connection with remediation of a site and
such costs can be reasonably estimated, the Company establishes or adjusts its
reserve for its projected share of these costs. Based upon current law and
information known to the Company concerning the size of the sites known to it,
anticipated costs, their years of operations and the number of other potentially
responsible parties, Management believes that it has adequate reserves for the
Company's potential share of the estimated aggregate liability for the costs of
remedial actions and related costs and expenses. In addition, the Company
establishes reserves for remedial measures required from time to time at its own
facilities. Management believes that the reasonably probable outcomes of these
matters will not materially exceed established reserves and will not have a
material impact on the future financial position, net earnings or
55
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
11. COMMITMENTS AND CONTINGENCIES (CONTINUED):
cash flows of the Company. The Company's reserves, expenditures and expenses for
all environmental exposures were not significant for any of the dates or periods
presented.
In connection with the Acquisition referred to in Note 1, the Company was
indemnified by Alumax for substantially all of its costs, if any, related to
environmental matters for occurrences arising prior to the closing date of the
Acquisition during the period of time it was owned directly or indirectly by
Alumax. Such indemnification includes costs that may ultimately be incurred to
contribute to the remediation of certain specified existing National Priorities
List ("NPL") sites for which the Company had been named a potentially
responsible party under the federal Comprehensive Environmental Response,
Compensation, and Liability Information System ("CERCLA") as of the closing date
of the Acquisition, as well as certain potential costs for sites listed on state
hazardous cleanup lists. With respect to all other environmental matters,
Alumax's obligations are limited to $125.0 million. However, notwithstanding the
indemnity, the Company does not believe that it has any significant probable
liability for environmental claims. Further, the Company believes it to be
unlikely that the Company would be required to bear environmental costs in
excess of its pro rata share of such costs as a potentially responsible party
under CERCLA.
12. TRANSACTIONS WITH FORMER PARENT:
For the predecessor period, the Company participated in Alumax's centralized
cash management system. Under this system, cash received from the Company's
operations was transferred to Alumax's centralized cash accounts and cash
disbursements were funded from the centralized cash accounts.
Transactions between the Company and Alumax were generally at the market value
of the products and services involved. Such transactions consisted primarily of
purchases of raw materials, which totaled $1.5 million for the nine-month
predecessor period ended September 25, 1996.
13. SEGMENT INFORMATION:
In 1998, the Company adopted SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION. Prior years' operations and geographic data
have been restated to reflect adoption of this standard. The Company's
reportable segments have been aggregated according to manufacturing process and
are as follows:
EUROPEAN ROLL COATING--The European roll coating facilities primarily apply a
variety of liquid (primarily paint) coatings to bare aluminum or steel coil,
providing a baked-on finish. The facilities also fabricate panels for the
recreational vehicle industry.
U.S. FABRICATION--The U.S. fabrication facilities primarily process coated coil
through slitting operations which cut the coils into more narrow widths. The cut
coils then undergo a variety of downstream production processes which further
fabricate the aluminum and steel sheet to form the desired product. The
predominant fabricating activity is rollforming, which begins with steel or
aluminum and results in the production of gutters, roofing, siding, soffit,
fascia, trim, and other products. In addition, the facilities laminate
fiberglass and aluminum products by adhering fiberglass sheet to wood or other
solid substrates and fabricate windows from vinyl extrusions and glass. Three of
the U.S. facilities also have roll coating facilities for internal processing.
The facilities utilize distribution facilities located strategically throughout
the U.S.
56
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
13. SEGMENT INFORMATION (CONTINUED):
EUROPEAN FABRICATION--The predominant fabricating activity begins with aluminum
extrusions and glass which are welded and glazed and that result in the
production of windows, doors, shower enclosures, sunroofs and other products.
The accounting policies of the segments are the same as those described in Note
2 "Summary of Significant Accounting Policies." Segment data includes
intersegment revenues. The Company evaluates the performance of its segments and
allocates resources to them based primarily on EBITDA.
The Company is organized primarily on the basis of eight operating subsidiaries.
Two of the subsidiaries have been aggregated into the "European roll coating"
segment, the three U.S. subsidiaries have been aggregated into the "U.S.
fabrication" segment, and three of the European subsidiaries have been
aggregated into the "European fabrication" segment. The table below presents
information about reported segments for the fiscal years ended December 25,
1998, December 26, 1997, the three months ended December 27, 1996, and the nine
months ended September 25, 1996:
<TABLE>
<CAPTION>
EUROPEAN U.S. EUROPEAN
ROLL COATING FABRICATION FABRICATION TOTAL
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
SUCCESSOR
YEAR ENDED DECEMBER 25, 1998
Sales $ 163,000 $ 402,667 $ 64,780 $ 630,447
EBITDA 23,116 33,138 7,882 64,136
YEAR ENDED DECEMBER 26, 1997
Sales $ 152,159 $ 340,629 $ 62,404 $ 555,192
EBITDA 22,466 27,941 8,212 58,619
THREE MONTHS ENDED DECEMBER 27, 1996
Sales $ 39,481 $ 67,341 $ 15,215 $ 122,037
EBITDA 6,006 5,478 1,872 13,356
PREDECESSOR
NINE MONTHS ENDED SEPTEMBER 25, 1996
Sales $ 98,296 $ 197,210 $ 45,455 $ 340,961
EBITDA 12,727 13,627 4,318 30,672
</TABLE>
57
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
13. SEGMENT INFORMATION (CONTINUED):
A reconciliation of total segment sales to total consolidated sales and of total
segment EBITDA to total consolidated earnings before income taxes and
extraordinary item, for the years ended December 25, 1998, December 26, 1997,
the three months ended December 27, 1996, and the nine months ended September
25, 1996, is as follows:
<TABLE>
<CAPTION>
SUCCESSOR PREDECESSOR
----------------------------------------- ------------- ------------
THREE MONTHS NINE MONTHS COMBINED
YEAR ENDED YEAR ENDED ENDED ENDED YEAR ENDED
DECEMBER 25, DECEMBER 26, DECEMBER 27, SEPTEMBER 25, DECEMBER 27,
1998 1997 1996 1996 1996
------------ ------------ ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
SALES
Total segment sales $ 630,447 $ 555,192 $ 122,037 $ 340,961 $ 462,998
Plus: Sales of subsidiaries disposed of
in 1997 -- 17,338 9,741 29,684 39,425
Eliminations (14,228) (15,516) (6,249) (7,337) (13,586)
------------ ------------ ------------- ------------- ------------
Consolidated net sales $ 616,219 $ 557,014 $ 125,529 $ 363,308 $ 488,837
------------ ------------ ------------- ------------- ------------
------------ ------------ ------------- ------------- ------------
EBITDA
Total EBITDA for reportable segments $ 64,136 $ 58,619 $ 13,356 $ 30,672 $ 44,028
Plus: EBITDA of subsidiaries disposed
in 1997 -- 2,046 242 660 902
Expenses that are not segment specific (5,026) (5,963) (893) (1,793) (2,686)
Amortization of non-recurring step-up
in inventory value -- -- (2,416) -- (2,416)
Depreciation and amortization (12,326) (11,663) (2,591) (6,995) (9,586)
Interest (23,647) (23,538) (6,187) (622) (6,809)
------------ ------------ ------------- ------------- ------------
Consolidated earnings before income
taxes and extraordinary item $ 23,137 $ 19,501 $ 1,511 $ 21,922 $ 23,433
------------ ------------ ------------- ------------- ------------
------------ ------------ ------------- ------------- ------------
</TABLE>
Segment assets are not included in the above table because asset information is
not reported by segment in the information reviewed by the chief operating
decision maker for purposes of making decisions about allocating resources to
the segments and assessing their performance.
58
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
13. SEGMENT INFORMATION (CONTINUED):
The following table reflects revenues from external customers by groups of
similar products for the years ended December 25, 1998, December 26, 1997 and
December 27, 1996 (separate information for the predecessor and successor
periods of 1996 are not available):
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 25, DECEMBER 26, DECEMBER 27,
CUSTOMERS/MARKETS PRIMARY PRODUCTS 1998 1997 1996
- ---------------------------------- ---------------------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
OEMs Painted aluminum sheet and coil;
fabricated painted aluminum,
laminated and fiberglass panels;
RV doors, windows and roofing;
and composite building panels $ 280,996 $ 276,279 $ 242,464
Rural Contractors Steel and aluminum roofing and
siding 125,709 64,614 49,861
Home Centers Raincarrying systems, roofing
accessories, windows, doors, and
shower enclosures 88,736 85,780 85,546
Manufactured Housing Steel siding and trim components 56,076 55,144 40,573
Distributors Metal coils, raincarrying systems
and roofing accessories 23,416 38,434 54,261
Industrial and Architectural Standing seam panels and siding
Contractors and roofing accessories 20,951 12,254 --
Home Improvement Contractors Vinyl replacement windows; metal
roofing and insulated roofing
panels; shower, patio and
entrance doors; and awnings 20,335 24,509 16,132
------------ ------------ ------------
$ 616,219 $ 557,014 $ 488,837
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
59
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENT (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
13. SEGMENT INFORMATION (CONTINUED):
The following table reflects sales and long-lived asset information by
geographic area as of and for the years ended December 25, 1998, December 26,
1997, the three months ended December 27, 1996, and the nine months ended
September 25, 1996:
<TABLE>
<CAPTION>
SALES
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SUCCESSOR PREDECESSOR
----------------------------------------- ---------------------------
<CAPTION>
THREE MONTHS NINE MONTHS COMBINED
YEAR ENDED YEAR ENDED ENDED ENDED YEAR ENDED
DECEMBER 25, DECEMBER 26, DECEMBER 27, SEPTEMBER 25, DECEMBER 27,
1998 1997 1996 1996 1996
------------ ------------ ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
United States $ 398,116 $ 354,451 $ 75,538 $ 225,536 $ 301,074
The Netherlands 92,654 80,625 20,774 54,273 75,047
United Kingdom 94,636 92,251 21,310 60,063 81,373
Other non-U.S. 30,813 29,687 7,907 23,436 31,343
------------ ------------ ------------- ------------- ------------
$ 616,219 $ 557,014 $ 125,529 $ 363,308 $ 488,837
------------ ------------ ------------- ------------- ------------
------------ ------------ ------------- ------------- ------------
</TABLE>
<TABLE>
<CAPTION>
LONG-LIVED ASSETS
--------------------------
<S> <C> <C>
DECEMBER 25, DECEMBER 26,
1998 1997
------------ ------------
United States $ 98,455 $ 100,464
The Netherlands 57,801 61,524
United Kingdom 42,368 42,910
Other non-U.S. 1,228 1,074
------------ ------------
$ 199,852 $ 205,972
------------ ------------
------------ ------------
</TABLE>
Non-U.S. revenue is based on the country in which the legal subsidiary is
domiciled. No single customer represented greater than ten percent of the
Company's revenues for any period presented.
14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS:
As described in Note 1, on September 25, 1996, Euramax purchased the Company
from Alumax. As further described in Note 5, the Acquisition was financed, in
part, through Senior Subordinated Notes due 2006. The Notes are primary
obligations of Euramax (the "Parent"). The United Kingdom and Netherlands
holding company subsidiaries of Euramax are co-obligors under the Notes (the
"Co-Obligors"). The United States holding company subsidiary of Euramax has
provided a full and unconditional guarantee of the Notes (the "Guarantor"). The
following supplemental condensed combining financial statements for the periods
prior to the Acquisition, (the "Predecessor" periods) reflect the combined
results of operations and cash flows of the entities that are the Parent, the
Co-Obligors and the Guarantor (collectively, the "Anticipated Parent,
Co-Obligors and Guarantor"), and such combined information of the non-guarantor
entities, consisting principally of the operating companies acquired
(collectively, the "Non-Guarantor Subsidiaries"). The following supplemental
condensed combining financial statements as of December 25, 1998 and December
26, 1997, and for the years ended December 25, 1998 and December 26, 1997, and
the three months ended December 27, 1996 (the
60
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENT (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED):
"Successor" periods) reflect the financial position, results of operations, and
cash flows of each of the Parent, the Co-Obligors and Guarantor entities, and
such combined information of the Non-Guarantor Subsidiaries. The Co-Obligors and
the Guarantor are wholly-owned subsidiaries of Euramax and are each jointly,
severally, fully, and unconditionally liable under the Notes. Separate complete
financial statements of each Co-Obligor and of the Guarantor are not presented
because management has determined that they are not material to investors. For
periods prior to the Acquisition, there were no significant intercompany
balances or transactions between the Anticipated Parent, Co-Obligors and
Guarantor entities combined and the Non-Guarantor Subsidiaries.
<TABLE>
<CAPTION>
SUCCESSOR FOR THE YEAR ENDED DECEMBER 25, 1998
--------------------------------------------------------------------------------------------
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
---------------------------------------------------
EURAMAX EURAMAX
EURAMAX AMERIMAX EUROPEAN EUROPEAN
INTERNATIONAL HOLDINGS, HOLDINGS HOLDINGS NON-
PLC INC. PLC B.V. GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTALS
------------ ----------- ----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales $ -- $ -- $ -- $ -- $ 616,219 $ -- $ 616,219
Cost and Expenses:
Cost of goods sold -- -- -- -- 507,752 -- 507,752
Selling and general 2,764 -- -- -- 47,117 -- 49,881
Depreciation and
amortization -- -- -- -- 12,326 -- 12,326
------------ ----------- ----------- ----------- ----------- ------------ ------------
Earnings from operations (2,764) -- -- -- 49,024 -- 46,260
Equity in earnings of
subsidiaries 14,778 6,856 2,797 5,567 -- (29,998) --
Interest expense, net -- (1,825) (778) (489) (20,555) -- (23,647)
Other income (expense), net -- -- (39) 2,050 (1,487) -- 524
------------ ----------- ----------- ----------- ----------- ------------ ------------
Earnings before income
taxes 12,014 5,031 1,980 7,128 26,982 (29,998) 23,137
Provision (benefit) for
income taxes (870) (712) (260) 621 11,474 -- 10,253
------------ ----------- ----------- ----------- ----------- ------------ ------------
Net earnings 12,884 5,743 2,240 6,507 15,508 (29,998) 12,884
Dividends on redeemable
preference shares (5,957) -- -- -- -- -- (5,957)
------------ ----------- ----------- ----------- ----------- ------------ ------------
Net earnings available for
ordinary shareholders $ 6,927 $ 5,743 $ 2,240 $ 6,507 $ 15,508 $ (29,998) $ 6,927
------------ ----------- ----------- ----------- ----------- ------------ ------------
------------ ----------- ----------- ----------- ----------- ------------ ------------
</TABLE>
61
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENT (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
SUCCESSOR FOR THE YEAR ENDED DECEMBER 26, 1997
--------------------------------------------------------------------------------------------
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
---------------------------------------------------
EURAMAX EURAMAX
EURAMAX AMERIMAX EUROPEAN EUROPEAN
INTERNATIONAL HOLDINGS, HOLDINGS HOLDINGS NON-
PLC INC. PLC B.V. GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTALS
------------ ----------- ----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales $ -- $ -- $ -- $ -- $ 557,014 $ -- $ 557,014
Cost and Expenses:
Cost of goods sold -- -- -- -- 454,180 -- 454,180
Selling and general -- -- -- -- 49,239 -- 49,239
Depreciation and
amortization -- -- -- -- 11,663 -- 11,663
------------ ----------- ----------- ----------- ----------- ------------ ------------
Earnings from operations -- -- -- -- 41,932 -- 41,932
Equity in earnings (losses)
of subsidiaries 9,796 7,416 (959) 7,974 -- (24,227) --
Interest income (expense),
net -- (7,266) 52 1,366 (17,690) -- (23,538)
Other income (expense), net -- -- 1,951 (5,020) 4,176 -- 1,107
------------ ----------- ----------- ----------- ----------- ------------ ------------
Earnings before income
taxes and extraordinary
item 9,796 150 1,044 4,320 28,418 (24,227) 19,501
Provision (benefit) for
income taxes -- (2,834) (249) (1,200) 12,230 -- 7,947
------------ ----------- ----------- ----------- ----------- ------------ ------------
Earnings before
extraordinary item 9,796 2,984 1,293 5,520 16,188 (24,227) 11,554
Extraordinary item-loss on
debt refinancing, net of
income tax benefit of
$1.1 million -- -- -- -- 1,758 1,758
------------ ----------- ----------- ----------- ----------- ------------ ------------
Net earnings 9,796 2,984 1,293 5,520 14,430 (24,227) 9,796
Dividends on redeemable
preference shares (5,191) -- -- -- -- -- (5,191)
------------ ----------- ----------- ----------- ----------- ------------ ------------
Net earnings available for
ordinary shareholders $ 4,605 $ 2,984 $ 1,293 $ 5,520 $ 14,430 $ (24,227) $ 4,605
------------ ----------- ----------- ----------- ----------- ------------ ------------
------------ ----------- ----------- ----------- ----------- ------------ ------------
</TABLE>
62
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENT (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
SUCCESSOR FOR THE THREE MONTHS ENDED DECEMBER 27, 1996
--------------------------------------------------------------------------------------------
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
---------------------------------------------------
EURAMAX EURAMAX
EURAMAX AMERIMAX EUROPEAN EUROPEAN
INTERNATIONAL HOLDINGS, HOLDINGS HOLDINGS NON-
PLC INC. PLC B.V. GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTALS
------------ ----------- ----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales $ -- $ -- $ -- $ -- $ 125,529 $ -- $ 125,529
Cost and Expenses:
Cost of goods sold -- -- -- -- 104,055 -- 104,055
Selling and general 80 -- -- -- 10,870 -- 10,950
Depreciation and
amortization -- -- -- -- 2,591 -- 2,591
------------ ----------- ----------- ----------- ----------- ------------ ------------
Earnings (loss) from
operations (80) -- -- -- 8,013 -- 7,933
Equity in earnings of
subsidiaries 1,058 1,543 958 1,448 -- (5,007) --
Interest expense, net -- (3,361) (726) (938) (1,162) -- (6,187)
Other expense, net -- -- -- -- (235) -- (235)
------------ ----------- ----------- ----------- ----------- ------------ ------------
Earnings (loss) before
income taxes 978 (1,818) 232 510 6,616 (5,007) 1,511
Provision (benefit) for
income taxes (28) (1,215) (254) (328) 2,330 -- 505
------------ ----------- ----------- ----------- ----------- ------------ ------------
Net earnings (loss) 1,006 (603) 486 838 4,286 (5,007) 1,006
Dividends on redeemable
preference shares (1,191) -- -- -- -- -- (1,191)
------------ ----------- ----------- ----------- ----------- ------------ ------------
Net earnings (loss)
available for ordinary
shareholders $ (185) $ (603) $ 486 $ 838 $ 4,286 $ (5,007) $ (185)
------------ ----------- ----------- ----------- ----------- ------------ ------------
------------ ----------- ----------- ----------- ----------- ------------ ------------
</TABLE>
<TABLE>
<CAPTION>
PREDECESSOR
----------------------------------------------
<S> <C> <C> <C>
FOR THE NINE MONTHS ENDED SEPTEMBER 25, 1996
----------------------------------------------
<CAPTION>
ANTICIPATED
PARENT,
CO-OBLIGORS NON-GUARANTOR COMBINED
AND GUARANTOR SUBSIDIARIES TOTALS
-------------- -------------- --------------
<S> <C> <C> <C>
Net sales $ -- $ 363,308 $ 363,308
Cost and expenses:
Cost of goods sold -- 300,185 300,185
Selling and general -- 33,286 33,286
Depreciation and amortization -- 6,995 6,995
-------------- -------------- --------------
Earnings from operations -- 22,842 22,842
Interest expense, net -- (622) (622)
Other expense, net -- (298) (298)
-------------- -------------- --------------
Earnings before income taxes -- 21,922 21,922
Provision for income taxes -- 8,342 8,342
-------------- -------------- --------------
Net earnings $ -- $ 13,580 $ 13,580
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>
Note: Separate columns for the Anticipated Parent, the Co-obligors and the
Guarantor are not presented as there were no amounts for such entities for the
periods shown.
63
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENT (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
SUCCESSOR AS OF DECEMBER 25, 1998
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
----------------------------------------------------
<CAPTION>
EURAMAX EURAMAX
EURAMAX AMERIMAX EUROPEAN EUROPEAN
INTERNATIONAL HOLDINGS, HOLDINGS HOLDINGS NON-
PLC INC. PLC B.V. GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTALS
------------ ----------- ------------ ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ -- $ -- $ -- $ -- $ 19,044 $ -- $ 19,044
Accounts receivable, net -- -- -- -- 81,845 -- 81,845
Inventories -- -- -- -- 74,735 -- 74,735
Deferred income taxes -- -- -- -- 3,641 -- 3,641
Other current assets -- -- -- -- 944 -- 944
------------ ----------- ------------ ----------- ----------- ------------ ------------
Total current assets -- -- -- -- 180,209 -- 180,209
Property, plant and equipment,
net -- -- -- -- 117,080 117,080
Amounts due from parent/
affiliates 73,197 72,188 43,622 46,447 93,168 (328,622) --
Goodwill, net -- -- -- -- 76,047 -- 76,047
Investment in consolidated
subsidiaries 57,951 32,559 357 20,846 -- (111,713) --
Deferred income taxes -- -- -- -- 8,588 8,588
Other assets 1,834 -- 756 871 3,264 -- 6,725
------------ ----------- ------------ ----------- ----------- ------------ ------------
$ 132,982 $ 104,747 $ 44,735 $ 68,164 $ 478,356 $ (440,335) $ 388,649
------------ ----------- ------------ ----------- ----------- ------------ ------------
------------ ----------- ------------ ----------- ----------- ------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdrafts $ -- $ -- $ -- $ -- $ 1,513 $ -- $ 1,513
Accounts payable -- -- -- -- 51,862 -- 51,862
Accrued expenses 305 -- -- -- 20,387 -- 20,692
Accrued interest payable -- 1,986 913 967 846 4,712
Income taxes payable (882) (2,088) (1,207) 1,095 6,560 -- 3,478
Deferred income taxes -- -- -- -- 212 -- 212
Current maturities of long-
term debt -- -- -- -- 9,182 -- 9,182
------------ ----------- ------------ ----------- ----------- ------------ ------------
Total current liabilities (577) (102) (294) 2,062 90,562 -- 91,651
Long-term debt, less current
maturities 70,605 -- 27,179 37,216 73,496 -- 208,496
Amounts due to
parent/affiliates 6,950 79,987 8,792 7,019 225,874 (328,622) --
Other liabilities -- -- -- -- 13,100 -- 13,100
Deferred income taxes -- -- -- -- 19,398 -- 19,398
------------ ----------- ------------ ----------- ----------- ------------ ------------
Total liabilities 76,978 79,885 35,677 46,297 422,430 (328,622) 332,645
------------ ----------- ------------ ----------- ----------- ------------ ------------
Redeemable preference shares 46,339 -- -- -- -- -- 46,339
------------ ----------- ------------ ----------- ----------- ------------ ------------
Ordinary shareholders' equity:
Ordinary shares 1,000 -- 78 23 4,970 (5,071) 1,000
Paid-in capital -- 17,000 6,922 9,077 89,458 (122,457) --
Retained earnings (deficit) 11,347 8,124 4,019 12,962 (36,475) 11,370 11,347
Accumulated other
comprehensive income
(loss) (2,682) (262) (1,961) (195) (2,027) 4,445 (2,682)
------------ ----------- ------------ ----------- ----------- ------------ ------------
Total ordinary
shareholders' equity 9,665 24,862 9,058 21,867 55,926 (111,713) 9,665
------------ ----------- ------------ ----------- ----------- ------------ ------------
$ 132,982 $ 104,747 $ 44,735 $ 68,164 $ 478,356 $ (440,335) $ 388,649
------------ ----------- ------------ ----------- ----------- ------------ ------------
------------ ----------- ------------ ----------- ----------- ------------ ------------
</TABLE>
64
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENT (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
SUCCESSOR AS OF DECEMBER 26, 1997
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
----------------------------------------------------
<CAPTION>
EURAMAX EURAMAX
EURAMAX AMERIMAX EUROPEAN EUROPEAN
INTERNATIONAL HOLDINGS, HOLDINGS HOLDINGS NON-
PLC INC. PLC B.V. GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTALS
------------ ----------- ------------ ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ -- $ -- $ -- $ -- $ 12,914 $ -- $ 12,914
Accounts receivable, net -- -- -- -- 78,085 -- 78,085
Inventories -- -- -- -- 87,461 -- 87,461
Deferred income taxes -- -- -- -- 611 -- 611
Other current assets -- -- -- -- 1,703 -- 1,703
------------ ----------- ------------ ----------- ----------- ------------ ------------
Total current assets -- -- -- -- 180,774 -- 180,774
Property, plant and equipment,
net -- -- -- -- 113,187 -- 113,187
Amounts due from parent/
affiliates 70,492 69,139 40,002 42,591 -- (222,224) --
Goodwill, net -- -- -- -- 76,910 -- 76,910
Investment in consolidated
subsidiaries 43,929 25,857 (213) 13,516 -- (83,089) --
Deferred income taxes -- 448 -- 2,138 8,418 -- 11,004
Other assets 2,070 -- 856 934 12,015 -- 15,875
------------ ----------- ------------ ----------- ----------- ------------ ------------
$ 116,491 $ 95,444 $ 40,645 $ 59,179 $ 391,304 $ (305,313) $ 397,750
------------ ----------- ------------ ----------- ----------- ------------ ------------
------------ ----------- ------------ ----------- ----------- ------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdrafts $ -- $ -- $ -- $ -- $ 11,470 $ -- $ 11,470
Accounts payable -- -- -- -- 42,575 -- 42,575
Accrued expenses -- -- -- -- 22,366 -- 22,366
Accrued interest payable -- 1,986 917 743 1,389 -- 5,035
Income taxes payable 2,010 (3,595) (507) 7,626 (4,117) -- 1,417
Deferred income taxes -- -- -- -- 974 -- 974
Current maturities of long-
term debt -- -- -- -- 3,924 -- 3,924
------------ ----------- ------------ ----------- ----------- ------------ ------------
Total current liabilities 2,010 (1,609) 410 8,369 78,581 -- 87,761
Long-term debt, less current
maturities 70,605 -- 27,179 37,216 105,292 -- 240,292
Amounts due to
parent/affiliates -- 77,779 3,954 -- 140,491 (222,224) --
Other liabilities -- -- -- -- 8,266 -- 8,266
Deferred income taxes -- -- -- -- 17,555 -- 17,555
------------ ----------- ------------ ----------- ----------- ------------ ------------
Total liabilities 72,615 76,170 31,543 45,585 350,185 (222,224) 353,874
------------ ----------- ------------ ----------- ----------- ------------ ------------
Redeemable preference shares 40,382 -- -- -- -- -- 40,382
------------ ----------- ------------ ----------- ----------- ------------ ------------
Ordinary shareholders' equity:
Ordinary shares 1,000 -- 78 23 4,970 (5,071) 1,000
Paid-in capital -- 17,000 6,922 9,077 89,458 (122,457) --
Retained earnings 4,420 2,381 1,779 6,358 18,714 (29,232) 4,420
Dividends declared -- -- -- -- (70,600) 70,600 --
Accumulated other
comprehensive income
(loss) (1,926) (107) 323 (1,864) (1,423) 3,071 (1,926)
------------ ----------- ------------ ----------- ----------- ------------ ------------
Total ordinary
shareholders' equity
equity 3,494 19,274 9,102 13,594 41,119 (83,089) 3,494
------------ ----------- ------------ ----------- ----------- ------------ ------------
$ 116,491 $ 95,444 $ 40,645 $ 59,179 $ 391,304 $ (305,313) $ 397,750
------------ ----------- ------------ ----------- ----------- ------------ ------------
------------ ----------- ------------ ----------- ----------- ------------ ------------
</TABLE>
65
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENT (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
SUCCESSOR FOR THE YEAR ENDED DECEMBER 25, 1998
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
---------------------------------------------------
<CAPTION>
EURAMAX EURAMAX
EURAMAX AMERIMAX EUROPEAN EUROPEAN
INTERNATIONAL HOLDINGS, HOLDINGS HOLDINGS NON-
PLC INC. PLC B.V. GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTALS
------------ ----------- ----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net earnings $ 12,884 $ 5,743 $ 2,239 $ 6,508 $ 15,508 $ (29,998) $ 12,884
Reconciliation of net
earnings to cash (used in)
provided by operating
activities:
Depreciation and
amortization -- -- -- -- 12,326 -- 12,326
Provision for doubtful
accounts -- -- -- -- 697 -- 697
Gain on sales of assets -- -- -- -- (103) -- (103)
Deferred income taxes -- 1,149 -- -- 2,391 -- 3,540
Equity in (earnings) losses
of subsidiaries (14,778) (6,856) (2,797) (5,567) -- 29,998 --
Changes in operating assets
and liabilities (2,351) 806 (600) (4,216) 25,870 -- 19,509
------------ ----------- ----------- ----------- ----------- ------------ ------------
Net cash (used in) provided
by operating activities (4,245) 842 (1,158) (3,275) 56,689 -- 48,853
------------ ----------- ----------- ----------- ----------- ------------ ------------
Cash flows from investing
activities:
Proceeds from sales of assets -- -- -- -- 618 -- 618
Capital expenditures -- -- -- -- (12,352) -- (12,352)
------------ ----------- ----------- ----------- ----------- ------------ ------------
Net cash (used in) provided
by investing activities
activities -- -- -- -- (11,734) -- (11,734)
------------ ----------- ----------- ----------- ----------- ------------ ------------
Cash flows from financing
activities:
Changes in cash overdrafts -- -- -- -- (9,957) -- (9,957)
Repayment of debt -- -- -- -- (45,938) -- (45,938)
Proceeds from debt -- -- -- -- 19,424 -- 19,424
Proceeds from sales of
currency swaps -- -- -- -- 7,580 -- 7,580
Due to/from parent or
affiliate 4,245 (842) 1,218 3,164 (7,785) -- --
------------ ----------- ----------- ----------- ----------- ------------ ------------
Net cash (used in) provided
by financing activities
activities 4,245 (842) 1,218 3,164 (36,676) -- (28,891)
------------ ----------- ----------- ----------- ----------- ------------ ------------
Effect of exchange rate changes
on cash -- -- (60) 111 (2,149) -- (2,098)
------------ ----------- ----------- ----------- ----------- ------------ ------------
Net increase in cash and
equivalents -- -- -- -- 6,130 -- 6,130
Cash and equivalents at
beginning of period -- -- -- -- 12,914 -- 12,914
------------ ----------- ----------- ----------- ----------- ------------ ------------
Cash and equivalents at end
of period $ -- $ -- $ -- $ -- $ 19,044 $ -- $ 19,044
------------ ----------- ----------- ----------- ----------- ------------ ------------
------------ ----------- ----------- ----------- ----------- ------------ ------------
Noncash financing and investing
activities:
Dividends accrued on
redeemable preference
shares $ 5,957 $ -- $ -- $ -- $ -- $ -- $ 5,957
Supplemental cash flow
information:
Income taxes paid, net $ -- $ -- $ -- $ 2,532 $ 3,328 $ -- $ 5,860
Interest paid. net $ -- $ 7,943 $ 3,687 $ 3,107 $ 8,469 $ -- $ 23,206
</TABLE>
66
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
SUCCESSOR FOR THE YEAR ENDED DECEMBER 26, 1997
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
-------------------------------------------------------
<CAPTION>
EURAMAX
EURAMAX AMERIMAX EURAMAX EUROPEAN
INTERNATIONAL HOLDINGS, EUROPEAN HOLDINGS
PLC INC. HOLDINGS PLC B.V. NON-GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTALS
------------ ------------- ------------ ------------ -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net earnings $ 9,796 $ 2,984 $ 1,293 $ 5,520 $ 14,430 $ (24,227) $ 9,796
Reconciliation of net
earnings to cash (used
in) provided by
operating activities:
Depreciation and
amortization -- -- -- -- 11,663 -- 11,663
Provision for doubtful
accounts -- -- -- -- 1,858 -- 1,858
Gain on sales of assets -- -- -- -- (2) -- (2)
Deferred income taxes -- (448) -- (2,138) 1,396 -- (1,190)
Loss on debt
extinguishment -- -- -- -- 2,846 -- 2,846
Equity in (earnings)
losses of
subsidiaries (9,796) (7,416) 959 (7,974) -- 24,227 --
Changes in operating
assets and
liabilities (1,806) 2,576 171 8,115 (5,250) -- 3,806
------------ ------------- ------------ ------------ -------------- ------------ ------------
Net cash (used in)
provided by operating
activities (1,806) (2,304) 2,423 3,523 26,941 -- 28,777
------------ ------------- ------------ ------------ -------------- ------------ ------------
Cash flows from investing
activities:
Adjustment of purchase of
Fabricated Products 3,487 -- -- -- -- -- 3,487
Proceeds from sales of
assets -- -- -- -- 289 -- 289
Proceeds from
dispositions of
businesses -- -- -- -- 12,764 -- 12,764
Purchases of businesses -- -- -- -- (78,473) -- (78,473)
Capital expenditures -- -- -- -- (7,184) -- (7,184)
------------ ------------- ------------ ------------ -------------- ------------ ------------
Net cash (used in)
provided by investing
activities activities 3,487 -- -- -- (72,604) -- (69,117)
------------ ------------- ------------ ------------ -------------- ------------ ------------
Cash flows from financing
activities:
Changes in cash
overdrafts -- -- -- -- 11,470 -- 11,470
Repayment of debt -- (25,000) -- -- (14,291) -- (39,291)
Proceeds from debt -- -- -- -- 73,333 -- 73,333
Deferred financing fees -- -- -- -- (1,268) -- (1,268)
Due to/from parent or
affiliate (1,809) 27,304 (4,100) (2,415) (18,980) -- --
------------ ------------- ------------ ------------ -------------- ------------ ------------
Net cash (used in)
provided by financing
activities activities (1,809) 2,304 (4,100) (2,415) 50,264 -- 44,244
------------ ------------- ------------ ------------ -------------- ------------ ------------
Effect of exchange rate
changes on cash 4 -- 1,677 (1,108) (4,079) -- (3,506)
------------ ------------- ------------ ------------ -------------- ------------ ------------
Net increase (decrease)
in cash and equivalents (124) -- -- -- 522 -- 398
Cash and equivalents at
beginning of period 124 -- -- -- 12,392 -- 12,516
------------ ------------- ------------ ------------ -------------- ------------ ------------
Cash and equivalents at
end of period $ -- $ -- $ -- $ -- $ 12,914 $ -- $ 12,914
------------ ------------- ------------ ------------ -------------- ------------ ------------
------------ ------------- ------------ ------------ -------------- ------------ ------------
</TABLE>
67
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
SUCCESSOR FOR THE YEAR ENDED DECEMBER 26, 1997
---------------------------------------------------------------------------------------------------
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
-------------------------------------------------------
EURAMAX
EURAMAX AMERIMAX EURAMAX EUROPEAN
INTERNATIONAL HOLDINGS, EUROPEAN HOLDINGS
PLC INC. HOLDINGS PLC B.V. NON-GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTALS
------------ ------------- ------------ ------------ -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Noncash financing and
investing activities:
Dividends accrued on
redeemable preference
shares $ 5,191 $ -- $ -- $ -- $ -- $ -- $ 5,191
Purchase of business
financed in part with a
note payable to seller $ -- $ -- $ -- $ -- $ 800 $ -- $ 800
Sale of business financed
in part with a note
receivable from
purchaser $ -- $ -- $ -- $ -- $ 500 $ -- $ 500
Supplemental cash flow
information:
Income taxes paid, net $ -- $ -- $ -- $ -- $ 3,165 $ -- $ 3,165
Interest paid, net $ -- $ -- $ -- $ -- $ 22,306 $ -- $ 22,306
</TABLE>
68
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
SUCCESSOR FOR THE THREE MONTHS ENDED DECEMBER 27, 1996
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
-------------------------------------------------------
<CAPTION>
EURAMAX
EURAMAX AMERIMAX EURAMAX EUROPEAN
INTERNATIONAL HOLDINGS, EUROPEAN HOLDINGS
PLC INC. HOLDINGS PLC B.V. NON-GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTALS
------------ ------------- ------------ ------------ -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net earnings $ 1,006 $ (603) $ 486 $ 838 $ 4,286 $ (5,007) $ 1,006
Reconciliation of net
earnings to net cash
(used in) provided by
operating activities:
Depreciation and
amortization -- -- -- -- 2,591 -- 2,591
Provision for doubtful
accounts -- -- -- -- 221 -- 221
Gain on sales of assets -- -- -- -- (7) -- (7)
Deferred income taxes -- -- -- -- (761) -- (761)
Equity in earnings of
subsidiaries (1,058) (1,543) (958) (1,448) -- 5,007 --
Changes in operating
assets and
liabilities (1,216) 2,266 717 927 22,633 -- 25,327
------------ ------------- ------------ ------------ -------------- ------------ ------------
Net cash (used in)
provided by operating
activities (1,268) 120 245 317 28,963 -- 28,377
------------ ------------- ------------ ------------ -------------- ------------ ------------
Cash flows from investing
activities:
Purchase of Fabricated
Products (35,000) (141,200) (30,900) (35,500) (41,713) 33,100 (251,213)
Proceeds from sales of
assets -- -- -- -- 92 -- 92
Capital expenditures -- -- -- -- (682) -- (682)
------------ ------------- ------------ ------------ -------------- ------------ ------------
Net cash used in
investing activities (35,000) (141,200) (30,900) (35,500) (42,303) 33,100 (251,803)
------------ ------------- ------------ ------------ -------------- ------------ ------------
Cash flows from financing
activities:
Proceeds from debt 80,200 44,000 23,900 30,900 56,000 -- 235,000
Proceeds from issuance of
preference shares 34,000 -- -- -- -- -- 34,000
Proceeds from issuance of
ordinary shares 1,000 17,000 7,000 9,100 -- (33,100) 1,000
Deferred financing fees (2,935) (3,659) (875) (1,131) (1,330) -- (9,930)
Repayment of debt -- (19,000) -- -- (6,164) -- (25,164)
Other -- -- -- -- (1,555) -- (1,555)
Due to/from parent or
affiliate (75,873) 102,739 630 (3,686) (23,810) -- --
------------ ------------- ------------ ------------ -------------- ------------ ------------
Net cash provided by
financing activities 36,392 141,080 30,655 35,183 23,141 (33,100) 233,351
------------ ------------- ------------ ------------ -------------- ------------ ------------
Effect of exchange rate
changes on cash -- -- -- -- 2,698 -- 2,698
------------ ------------- ------------ ------------ -------------- ------------ ------------
Net increase in cash and
equivalents 124 -- -- -- 12,499 -- 12,623
Cash and equivalents at
beginning of period -- -- -- -- (107) -- (107)
------------ ------------- ------------ ------------ -------------- ------------ ------------
Cash and equivalents at
end of period $ 124 $ -- $ -- $ -- $ 12,392 $ -- $ 12,516
------------ ------------- ------------ ------------ -------------- ------------ ------------
------------ ------------- ------------ ------------ -------------- ------------ ------------
</TABLE>
69
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
SUCCESSOR FOR THE THREE MONTHS ENDED DECEMBER 27, 1996
---------------------------------------------------------------------------------------------------
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
-------------------------------------------------------
EURAMAX
EURAMAX AMERIMAX EURAMAX EUROPEAN
INTERNATIONAL HOLDINGS, EUROPEAN HOLDINGS
PLC INC. HOLDINGS PLC B.V. NON-GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTALS
------------ ------------- ------------ ------------ -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Noncash investing and
financing activities:
Dividends accrued on
redeemable preference
shares $ 1,191 $ -- $ -- $ -- $ -- $ -- $ 1,191
Supplemental cash flow
information:
Foreign income taxes
paid, net $ -- $ -- $ -- $ -- $ 3 $ -- $ 3
</TABLE>
70
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)
14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
PREDECESSOR
-----------------------------------------
<S> <C> <C> <C>
FOR THE NINE MONTHS ENDED SEPTEMBER 25,
1996
-----------------------------------------
<CAPTION>
ANTICIPATED
PARENT,
CO-OBLIGORS NON-GUARANTOR COMBINED
AND GUARANTOR SUBSIDIARIES TOTALS
-------------- -------------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ -- $ 13,580 $ 13,580
Reconciliation of net earnings to net cash provided by operating
activities:
Depreciation and amortization -- 6,995 6,995
Provision for doubtful accounts -- 827 827
Gain on sales of assets -- (168) (168)
Deferred income taxes -- (339) (339)
Changes in operating assets and liabilities -- (654) (654)
-------------- -------------- ---------
Net cash provided by operating activities -- 20,241 20,241
-------------- -------------- ---------
-------------- -------------- ---------
Cash flows from investing activities:
Proceeds from sales of assets -- 233 233
Capital expenditures -- (11,518) (11,518)
-------------- -------------- ---------
Net cash used in investing activities -- (11,285) (11,285)
-------------- -------------- ---------
Cash flows from financing activities:
Net change in due to former parent -- (20,973) (20,973)
-------------- -------------- ---------
Net cash used in financing activities -- (20,973) (20,973)
-------------- -------------- ---------
Effect of exchange rate changes on cash -- (677) (677)
-------------- -------------- ---------
Net decrease in cash and equivalents -- (12,694) (12,694)
Cash and equivalents at beginning of year -- 12,587 12,587
-------------- -------------- ---------
Cash and equivalents at end of year $ -- $ (107) $ (107)
-------------- -------------- ---------
-------------- -------------- ---------
</TABLE>
- ------------------------
Note: Separate columns for the Anticipated Parent, the Co-obligors and the
Guarantor are not presented as there were no amounts for such entities for the
periods shown.
71
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND KEY MANAGEMENT
The following sets forth certain information with respect to the persons who are
members of the Board of Directors, Executive Officers and key management of the
Company and its subsidiaries.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------- --- ---------------------------------------
<S> <C> <C>
J. David Smith 49 Chief Executive Officer, President and
Director
Frank T. Geist 53 Executive Vice President
R. Scott Vansant 36 Vice President, Secretary and Chief
Financial Officer
Mitchell B. Lewis 36 Group Vice President and Corporate
Business Development Director
Scott R. Anderson 36 President, Amerimax Building Products,
Inc.
Neil E. Bashore 49 President, General Manager--Amerimax
Home Products, Inc.
Jo Cuypers 58 Managing Director--Euramax Coated
Products B.V.
Roger A. Walters 57 Managing Director--Euramax Coated
Products Limited
David C. Pugh 49 Managing Director--Ellbee Limited
Russell H. Henk 65 President, General Manager--Fabral,
Inc.
Stuart M. Wallis 53 Director, Non-executive Chairman
Joseph M. Silvestri 37 Director
Richard M. Cashin 45 Director
William Ty Comfort 32 Director
Rolly van Rappard 38 Director
Paul E. Drack 70 Director
</TABLE>
J. DAVID SMITH has been President of Amerimax Fabricated Products ("AFP") since
1990 and was appointed a Vice President of Alumax in 1994. Mr. Smith became
Chief Executive Officer, President and a director of the Company in September
1996. Mr. Smith's career in the fabricated products industry spans twenty-six
years, starting with various operational responsibilities with Howmet Aluminum
Corp. ("Howmet Aluminum"). In 1983, Mr. Smith joined Alumax as General Manager
of the Building Specialties Division and became President of Alumax Home and
Specialty Products Group in 1988.
FRANK T. GEIST became Executive Vice President of the Company in September 1996
and has been Group Vice President of AFP since 1993. Prior to 1993, Mr. Geist
served as Vice President, General Manager of
72
<PAGE>
Amerimax Home Products, Inc. Mr. Geist's career in the fabricated products
industry began twenty-six years ago with various operational responsibilities
with Howmet Aluminum.
R. SCOTT VANSANT became Chief Financial Officer of the Company in July 1998 and
Vice President and Secretary in September 1996. He joined Alumax in 1991. From
1995 to 1996, Mr. Vansant served as Director of Internal Audit for Alumax. Mr.
Vansant also served in various operational positions with Alumax Building
Products, Inc., including serving as Controller of the division from 1993 to
1995. Prior to 1991, Mr. Vansant worked as a Certified Public Accountant for
Ernst & Young L.L.P.
MITCHELL B. LEWIS became Corporate Development Director in June 1998 and has
been 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.
SCOTT R. ANDERSON became President of Amerimax Building Products, Inc. in
October 1998. Mr. Anderson has served in various financial and operational roles
since joining the Company in 1987, including Operations Manager (1997 to 1998)
and Controller (1995 to 1997) of Amerimax Building Products, Inc.
NEIL E. BASHORE was General Manager of Amerimax Home Products, Inc. from 1993 to
1996, at which time he became President and General Manager. From 1981 to 1993,
Mr. Bashore served as Manufacturing Manager of Amerimax Home Products, Inc. and
has served in other management positions with the Company since 1975.
JO CUYPERS has been Managing Director of Euramax Coated Products B.V. since
1979. From 1970 to 1979, Mr. Cuypers served in various management positions with
Euramax Coated Products B.V. Prior to joining Euramax Coated Products B.V., Mr.
Cuypers held several positions with other companies in related industries, thus
bringing his total experience to nearly forty years.
ROGER A. WALTERS has been Managing Director of Euramax Coated Products Limited
since 1983. Prior to 1983, Mr. Walters held various technical and managerial
positions with Alcan, Inc. Mr. Walters has served on various trade associations
and is currently the Chairman of the Statistics Group for the European Coil
Coaters Association.
DAVID C. PUGH has been Managing Director of Ellbee Limited since 1996. Prior to
the Acquisition, Mr. Pugh held several positions with Alumax, including Sales
Director and Production Director of Ellbee Limited.
RUSSELL H. HENK was Director of Manufacturing of Fabral, Inc. from 1990 to 1998,
at which time he became President. Since joining Fabral, Inc. in 1972, Mr. Henk
served in various operational positions including Director of Engineering and
Marketing from 1985 to 1990 and Director of Sales and Marketing from 1979 to
1985.
STUART M. WALLIS became a director of the Company and non-executive chairman of
the Board of Directors in February, 1997. Mr. Wallis served as Chief Executive
for Fisons plc from 1994 to 1995. From 1989 to 1995, Mr. Wallis served as Chief
Executive in Europe for Bowater plc.
JOSEPH M. SILVESTRI has been a director of the Company since its inception. Mr.
Silvestri has been employed by Citicorp Venture Capital, Ltd. since 1990 and has
been a Vice President since 1995. Mr. Silvestri is a director of GNI Group, ISG
Resources, Glenoit Mills and Triumph Group.
RICHARD M. CASHIN became a director of the Company upon consummation of the
Transactions. Mr. Cashin has been employed by Citicorp Venture Capital, Ltd.
since 1980 and has been a Managing Director since 1991. Mr. Cashin is a director
of Levitz Furniture Incorporated, Lifestyle Furnishings International, and Titan
Wheel International Inc.
73
<PAGE>
WILLIAM TY COMFORT became a director of the Company upon consummation of the
Transactions. Mr. Comfort has been employed by CVC Capital Partners, Ltd. since
1995, and is currently an Assistant Director.
ROLLY VAN RAPPARD became a director of the Company upon consummation of the
Transactions. Mr. van Rappard has been employed by CVC Capital Partners B.V.
since 1988 and has been a Managing Director since 1993. Mr. van Rappard is
currently a director of, among other companies, Saybolt International B.V.,
Docdata B.V. and Hoogenbosch Retail Group B.V.
PAUL E. DRACK became a director of the Company in December 1996. Mr. Drack
retired from AMAX Inc. in December 1993 after serving as President and Chief
Operating Officer from 1991. From 1985 to 1991, Mr. Drack was employed in
various positions with Alumax Inc. serving as President and Chief Executive
Officer from 1986.
See "Item 13. Certain Relationships and Related Transactions--Shareholders
Agreement and Articles of Association" below for more information on agreements
regarding election of directors. Mr. van Rappard and Mr. Comfort are nominees of
CVC European Equity Partners, L.P. Mr. Cashin and Mr. Silvestri are nominees of
Citicorp Venture Capital, Ltd.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation earned by Company's
executive officers who earned $100,000 or more during the year ended December
25, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION(1) ALL OTHER
---------------------- COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (2)
- ---------------------------------------------- --------- ---------- ---------- -------------
<S> <C> <C> <C> <C>
J. David Smith, 1998 $ 262,500 $ 162,247 $ 67,276
Chief Executive Officer, President and 1997 221,500 171,581 52,643
Director 1996 174,855 93,840 11,696
Frank T. Geist, 1998 189,000 94,465 51,917
Executive Vice President 1997 169,250 106,836 37,193
1996 137,436 65,563 8,756
Mitchell B. Lewis, 1998 162,500 83,735 10,694
Group Vice President and Corporate Business 1997 145,000 75,999 6,788
Development Director
R. Scott Vansant, 1998 130,000 64,880 9,574
Vice President, Secretary and Chief 1997 117,500 74,462 5,527
Financial Officer
</TABLE>
- ------------------------
(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) Other compensation for 1998 consists of the Company's matching contributions
to 401(k) plans, term life insurance and amounts earned for the defined
contribution plan and the Supplemental Executive Retirement Plan ("SERP") as
follows: J. David Smith earned $5,000 for 401K matching contributions,
$6,480 for term life insurance, $8,008 for the defined contribution plan and
$47,788 for the SERP; Frank T. Geist earned $5,000 for 401K matching
contributions, $6,370 for term life insurance, $10,680 for the defined
contribution plan and $29,867 for the SERP; Mitchell B. Lewis earned $5,000
for 401K contributions, $363 for term life insurance and $5,331 for the
defined contribution plan; R. Scott
74
<PAGE>
Vansant earned $5,000 for 401K matching contributions, $277 for term life
insurance and $4,297 for the defined contribution plan.
The Company has not granted any options or stock appreciation rights.
RETIREMENT PLANS
See Note 9 to the Consolidated Financial Statements for a description of the
Company's retirement plans. Additionally, the Company has adopted an unfunded
supplemental executive retirement plan (the "SERP") for Mr. Smith and Mr. Geist
which is designed to supplement benefits payable under other plans of the
Company. The participants may elect to receive benefits in the form of a lump
sum, which is the value equivalent of a life annuity, or a life annuity. The
life annuity, paid annually, is $110,000 for Mr. Smith and $45,000 for Mr. Geist
upon retirement at age 62. Annual benefits payable under the SERP are reduced
for participants retiring before age 62. A participant's benefits under the SERP
are not vested until the earlier of the date the executive attains age 52, dies,
becomes totally and permanently disabled, or the occurrence of a change in
control. If the employment of Mr. Smith or Mr. Geist with the Company
terminates, for any reason, before his benefits have vested, Messrs. Smith and
Geist will not be entitled to any benefits under the SERP.
Effective January 1, 1999, Messrs. Smith, Geist, Lewis and Vansant were granted
phantom stock awards under the Company's 1999 Phantom Stock Plan. Each award is
equal to 4% of the equity value of the Company, as defined by the Plan, divided
by 40,000. The award entitles the participants to receive compensation based on
the change in the equity value of the Company between the January 1, 1999, the
grant date, until, at the latest, January 1, 2004. The awards become fully
vested on the earlier of a change in control; a listing; the death, disability
or retirement of the participant; or December 31, 2003. The compensation will be
paid out in four equal payments during the first quarter of 2004 through 2007,
unless there is a change in control; a listing; or the death, disability or
retirement of the participant; in which case the compensation will be paid out
sooner.
COMPENSATION OF DIRECTORS
Directors who are not executive officers of the Company are entitled to an
annual fee of $15,000. Directors are reimbursed for out-of-pocket expenses
incurred in connection with attending meetings. In 1998, the Company paid
approximately $30,000 in directors' fees.
EMPLOYMENT AGREEMENTS
Mr. Smith is party to an employment agreement with the Company which expires on
September 25, 1999. The agreement provides for a minimum annual salary of
$300,000 and bonuses based on the achievement of certain operating income and
return on asset targets established by the Board of Directors of the Company in
consultation with Mr. Smith. Subject to certain exceptions, in the event Mr.
Smith is terminated by the Company (other than for cause), Mr. Smith will be
entitled to receive his annual salary for a period of twenty-four months
following the date of such termination.
Mr. Geist is party to an employment agreement with the Company which expires on
September 25, 1999. The agreement provides for a minimum annual salary of
$210,000 and bonuses based on the achievement of certain operating income and
return on asset targets established by the Board of Directors of the Company in
consultation with Mr. Geist. Subject to certain exceptions, in the event Mr.
Geist is terminated by the Company (other than for cause), Mr. Geist will be
entitled to receive his annual salary for a period of twenty-four months
following the date of such termination.
Each of the Employment Agreements also require the Company to maintain benefits
for Mr. Smith and Geist equal to: (i) basic and supplemental life insurance in
total equal to 4 1/2 times base pay, (ii) accidental
75
<PAGE>
death and dismemberment insurance equal to 4 1/2 times base pay, and (iii)
long-term disability insurance equal to 2/3 base pay plus target bonus.
MANAGEMENT EQUITY PARTICIPATION
In connection with the Acquisition, in order to provide financial incentives for
certain of its employees, the Company provided for certain rights with respect
to the ordinary shares and the preference shares purchased by the Management
Investors. On the Closing Date, the Management Investors purchased an aggregate
of approximately $1.0 million of ordinary shares and preference shares. The
ordinary shares and preference shares of the Management Investors are subject to
certain call provisions exercisable by the Company and/or the Investor Group in
the event of the termination of a Management Investor's employment with the
Company and its subsidiaries.
DESCRIPTION OF PREFERENCE SHARES
As part of the Transactions, the Company issued the equivalent of 34,000,000
redeemable preference shares for a purchase price of $34.0 million (the
"Liquidation Value") to the Investor Group, the Management Investors and an
affiliate of Paribas. Dividends accrue on the preference shares at a rate of 14%
per annum and accumulate and compound on a quarterly basis. See Note 6 to
Consolidated Financial Statements.
76
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information regarding the beneficial
ownership of the Ordinary Shares and the Preference Shares by (i) each person
who is known to the Company to be the beneficial owner of more than 5% of either
class, (ii) each director, (iii) each named executive officer of the Company,
and (iv) all executive officers and directors of the Company as a group. Except
as set forth below, the stockholders listed below have sole voting and
investment power with respect to all shares shown as beneficially owned by them.
<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF PERCENTAGE OF PREFERENCE PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER ORDINARY SHARES ORDINARY SHARES SHARES PREFERENCE SHARES
- ----------------------------------------- --------------- ------------------- ---------------- -------------------
<S> <C> <C> <C> <C>
Citicorp Venture Capital, Ltd. 296,330 29.6% 11,307,189 33.3%
399 Park Avenue, 14(th) Floor
New York, NY 10043
CVC European Equity Partners, L.P. 346,697 34.7% 13,204,710 38.8%
Hudson House
8-10 Tavistock Street
London WCZE 7PP
United Kingdom
Banque Paribas 86,320 8.6% 3,287,680 9.7%
787 7th Avenue
New York, NY 10019
J. David Smith 22,800 2.3% 167,200 *
5731 Mt. Repose Lane
Norcross, GA 30092
Frank T. Geist 14,400 1.4% 105,600 *
6005 State Bridge Rd., #517
Duluth, GA 30136
Mitchell B. Lewis 16,800 1.7% 123,200 *
10245 Brier Mill Ct.
Alpharetta, GA 30022
R. Scott Vansant 7,200 * 52,800 *
150 Brightmore Way
Alpharetta, GA 30005
Joseph M. Silvestri 1,300(1) * 48,700 *
Richard M. Cashin 10,976(1) 1.1% 411,291 1.2%
William Ty Comfort --(2) * -- *
Rolly van Rappard --(2) * -- *
Paul E. Drack 1,600 * 48,400 *
Stuart M. Wallis 20,000 2.0% 230,000 *
Executive Officers and Directors as a 115,200 11.5% 844,800 2.5%
Group (15 persons)
</TABLE>
- ------------------------
* Less than 1%
(1) Excludes the ownership interests of Messrs. Silvestri and Cashin in Citicorp
Venture Capital, Ltd.
(2) Excludes the ownership interests of Messrs. Comfort and van Rappard in CVC
European Equity Partners, L.P.
77
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SHAREHOLDERS AGREEMENT AND ARTICLES OF ASSOCIATION
On the Closing Date, the Company, the Investor Group, the Management Investors
and an affiliate of Paribas entered into a shareholders agreement (the
"Shareholders Agreement") which contains certain agreements among such parties
with respect to the equity interests and corporate governance of the Company.
The Board of Directors of the Company is comprised of seven members. The
partners of ACP and CVC Europe have the right to appoint two directors. J. David
Smith is to be re-appointed a director for as long as he is Chief Executive
Officer of the Company. Pursuant to the Shareholders Agreement and the Articles
of Association of the Company, the disposition of ordinary shares and preference
shares is restricted. The Shareholders Agreement and the Articles of Association
also contain certain participation rights, approval rights and rights of first
refusal exercisable by the partners of ACP and CVC Europe in the event of
certain sales or proposed sales of equity interests by the other.
REGISTRATION RIGHTS AGREEMENT
On the Closing Date of the Acquisition, September 25, 1996, the Company entered
into a registration rights agreement (the "Registration Agreement") with certain
of the Company's existing shareholders. Pursuant to the terms of the
Registration Agreement, such shareholders have the right to require the Company,
at the Company's sole cost and expense and subject to certain limitations, to
register under the Securities Act or list on any internationally recognized
stock exchange all or part of the Ordinary Shares held by such shareholders (the
"Registrable Securities"). All such shareholders will be entitled to participate
in all registrations by the Company or other shareholders, subject to certain
limitations. In connection with all such registrations, the Company has agreed
to indemnify all holders of Registrable Securities against certain liabilities,
including liabilities under the Securities Act and other applicable state or
foreign securities laws. Registrations pursuant to the Registration Agreement
will be made, if applicable, on the appropriate registration form and may be
underwritten registrations.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) The following consolidated financial statements of Euramax International
plc and its subsidiaries are included in Part II, Item 8.
Report of Independent Accountants
Consolidated Statements of Earnings for the years ended December 25,
1998 and December 26, 1997, the three months ended December 27, 1996
(successor periods), and the nine months ended September 25, 1996
(predecessor period).
Consolidated Balance Sheets at December 25, 1998 and December 26,
1997
Consolidated Statements of Changes in Equity for the years ended
December 25, 1998 and December 26, 1997, the three months ended
December 27, 1996 (successor periods), and the nine months ended
September 25, 1996 (predecessor period).
Consolidated Statements of Cash Flows for the years ended December
25, 1998 and December 26, 1997, the three months ended December 27,
1996 (successor periods), and the nine months ended September 25,
1996 (predecessor period).
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedule
Schedule II--Valuation and Qualifying Accounts
(b) The Company filed no reports on Form 8-K for the quarter ended December
25, 1998.
78
<PAGE>
(c) Exhibits:
<TABLE>
<C> <S>
2.1 Purchase Agreement dated as of April 28, 1997, among the Company and Genstar Capital
Corporation ("GCC"), Ontario Teachers' Pension Plan Board and the Management
Stockholders of Gentek Holdings, Inc. ("Holdings") as sellers GCC as sellers'
representative; Holdings and Gentek Building Products, Inc. ("GBPI"). (Incorporated
by reference to Exhibit 2.1 of the Registrant's Form 8-K filed August 1, 1997).
3.1* Articles of Association of Euramax International plc
3.2* Memorandum and Articles of Association of Euramax European Holdings plc
3.3* Articles of Association of Euramax International B.V.
3.4* Articles of Incorporation of Amerimax Holdings, Inc.
3.5* Bylaws of Amerimax Holdings, Inc.
4.3* Indenture, dated as of September 25, 1996, by and among Euramax International plc,
Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings,
Inc. and the Chase Manhattan Bank, as Trustee.
4.4* Deposit Agreement, dated as of September 25, 1996, by and among Euramax
International plc, Euramax European Holdings plc, Euramax European Holdings B.V.,
and The Chase Manhattan Bank, as book-entry depositary
4.5* Registration Rights Agreement, dated as of September 25, 1996, by and among Euramax
International plc, Euramax European Holdings plc, Euramax European Holdings B.V.,
Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co.
4.6* Purchase Agreement dated as of September 18, 1996, by and among Euramax
International Ltd., Euramax European Holdings Ltd., Euramax European Holdings B.V.,
Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co.
10.1* Purchase Agreement, dated as of June 24, 1996, by and between Euramax International
Ltd. and Alumax Inc.
10.2* Executive Employment Agreement, dated as of September 25, 1996, by and between J.
David Smith and Euramax International plc
10.3* Executive Employment Agreement, dated as of September 25, 1996, by and between Frank
T. Geist and Euramax International plc
10.5* Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Holdings,
Inc. in favor of Banque Paribas, as agent
10.6* Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Fabricated
Products, Inc. in favor of Banque Paribas, as agent
10.7* Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Home
Products, Inc. in favor of Banque Paribas, as agent
10.8* Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Building
Products, Inc. in favor of Banque Paribas, as agent
10.9* Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Coated
Products, Inc. in favor of Banque Paribas, as agent
</TABLE>
79
<PAGE>
<TABLE>
<C> <S>
10.10* Domestic Security Agreement, dated as of September 25, 1996, by Johnson Door
Products, Inc. in favor of Banque Paribas, as agent
10.11* Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Specialty
Products, Inc. in favor of Banque Paribas, as agent
10.12* Domestic Subsidiary Guaranty, dated as of September 25, 1996, by each of Amerimax
Home Products, Inc., Amerimax Specialty Products, Inc., Amerimax Building Products,
Inc., Amerimax Coated Products and Johnson Door Products, Inc. in favor of the
Guarantied Parties referred to therein
10.13* U.S. Holdings Guaranty, dated as of September 25, 1996, by Amerimax Holdings, Inc.
in favor of the Guaranteed Parties referred to therein
10.14* U.S. Holdings Pledge Agreement, dated as of September 25, 1996, by Amerimax
Holdings, Inc., to Banque Paribas, as Agent
10.15* U.S. Operating Co. Guaranty, dated as of September 25, 1996, by Amerimax Fabricated
Products, Inc. in favor of the Guarantied Parties referred to therein
10.16* U.S. Operating Co. Pledge Agreement dated as of September 25, 1996, by Amerimax
Fabricated Products, Inc. to Banque Paribas, as Agent
10.17* Euramax Assignment Agreement, dated as of September 25, 1996, by Euramax
International plc in favor of Banque Paribas, as Agent
10.18* Euramax Pledge Agreement, dated as of September 25, 1996, by Euramax International
plc to Banque Paribas, as Agent
10.19* Building Products Pledge Agreement, dated as of September 25, 1996, by Amerimax
Building Products, Inc. to Banque Paribas, as Agent
10.20* Dutch Holdings Guaranty, dated as of September 25, 1996, by Euramax European
Holdings B.V. in favor of the Guarantied Parties referred to therein
10.21* Dutch Company Guaranty, dated as of September 25, 1996, by Euramax Netherlands B.V.,
in favor of the Guarantied Parties referred to therein
10.22* Dutch Operating Co. Guaranty, dated as of September 25, 1996, by Euramax Europe
B.V., in favor of the Guarantied Parties referred to therein
10.23* Dutch Subsidiary Guaranty, dated as of September 25, 1996, by Euramax Coated
Products B.V., in favor of the Guarantied Parties referred to therein
10.24 Amended and Restated Credit Agreement, dated as of July 16, 1997, by and among
Amerimax Fabricated Products, Euramax Holdings Limited, Euramax Europe B.V, Euramax
Netherlands B.V., as Borrowers; Euramax International plc, Amerimax Holdings, Inc.,
Euramax European Holdings plc, Euramax European Holdings B.V., Euramax Europe
Limited and certain of their operating subsidiaries, as other Loan Parties; Banque
Paribas, as Agent, as a Lender and as the Issuer; and the other lenders named
therein. (Incorporated by Reference to Exhibit 10.1 of the Registrant's Form 10-Q
for the quarter ended June 28, 1997.)
</TABLE>
80
<PAGE>
<TABLE>
<C> <S>
10.25 Amendment to Credit Agreement, dated as of December 18, 1997, by and among Amerimax
Fabricated Products, Euramax Holdings Limited, Euramax Europe B.V., Euramax
Netherlands B.V., as Borrowers; Euramax International plc, Amerimax Holdings, Inc.,
Euramax European Holdings plc, Euramax European Holdings B.V., Euramax Europe
Limited and certain of their operating subsidiaries, as other Loan Parties; Banque
Paribas, as Agent, as a Lender and as the Issuer; and the other lenders named
therein. (Incorporated by reference to Exhibit 10.25 of the Registrant's Form 10-K
for the year ended December 26, 1997.)
21.1 Subsidiaries of Euramax International plc
27 Financial Data Schedule
</TABLE>
- ------------------------
* Incorporated by reference to the Exhibit with the same number in the
Registrant's Registration Statement on Form S-4 (333-05978) which became
effective on February 7, 1997
81
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, Euramax International plc has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
<TABLE>
<S> <C> <C>
EURAMAX INTERNATIONAL plc
By: /s/ J. DAVID SMITH
-----------------------------------------
J. David Smith
CHIEF EXECUTIVE OFFICER AND PRESIDENT
</TABLE>
Dated: March 15, 1999
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 plc and in the capacities and on the dated indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------- --------------------------- -------------------
<S> <C> <C> <C>
By: /s/ J. DAVID SMITH Chief Executive Officer, March 15, 1999
------------------------------ President and Director
J. David Smith
By: /s/ R. SCOTT VANSANT V.P., Secretary and Chief March 15, 1999
------------------------------ Financial Officer
R. Scott Vansant
By: /s/ STUART M. WALLIS Director March 15, 1999
------------------------------
Stuart M. Wallis
By: /s/ RICHARD M. CASHIN Director March 15, 1999
------------------------------
Richard M. Cashin
By: /s/ JOSEPH M. SILVESTRI Director March 15, 1999
------------------------------
Joseph M. Silvestri
By: /s/ WILLIAM TY COMFORT Director March 15, 1999
------------------------------
William Ty Comfort
By: /s/ ROLLY VAN RAPPARD Director March 15, 1999
------------------------------
Rolly Van Rappard
By: /s/ PAUL E. DRACK Director March 15, 1999
------------------------------
Paul E. Drack
</TABLE>
82
<PAGE>
SCHEDULE II
EURAMAX INTERNATIONAL PLC
Valuation and Qualifying Accounts
THOUSANDS OF U.S. DOLLARS
<TABLE>
<CAPTION>
CHARGED TO
BALANCE AT CHARGED TO OTHER BALANCE
BEGINNING COSTS AND ACCOUNTS DEDUCTIONS AT END
DESCRIPTION CLASSIFICATION OF PERIOD EXPENSES (1) (2) OF PERIOD
- ----------------------------------------------- ------------ ----------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
For the year ended December 25, 1998........... A/R, net ($ 3,494) ($ 697) ($ 32) $ 614 ($ 3,609)
Allowance for doubtful accounts
For the year ended December 26, 1997........... A/R, net ($ 3,404) ($ 1,489) $ 94 $ 1,305 ($ 3,494)
Allowance for doubtful accounts
For the three months ended
December 27, 1996
Allowance for doubtful accounts................ A/R, net ($ 3,062) ($ 221) ($ 143) $ 22 ($ 3,404)
For the nine months ended
September 25, 1996........................... A/R, net ($ 2,582) ($ 827) ($ 44) $ 391 ($ 3,062)
Allowance for doubtful accounts
</TABLE>
- ------------------------
Note:
(1) Changes due to foreign currency translation adjustment.
(2) Write-off of bad debts, net of recoveries.
83
<PAGE>
EXHIBIT 21.1
SUBSIDIARIES OF EURAMAX INTERNATIONAL PLC
<TABLE>
<CAPTION>
COMPANY BENEFICIAL OWNER
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Amerimax Holdings, Inc. Euramax International plc
Amerimax Fabricated Products, Inc. Amerimax Holdings, Inc.
Amerimax Home Products, Inc. Amerimax Holdings, Inc.
Amerimax Building Products, Inc. Amerimax Holdings, Inc.
Amerimax Coated Products, Inc. Amerimax Building Products, Inc.
Amerimax Laminated Products, Inc. Amerimax Building Products, Inc.
Fabral Holdings, Inc. Amerimax Fabricated Products, Inc.
Fabral, Inc. Fabral Holdings, Inc.
Euramax European Holdings plc Euramax International plc
Euramax Europe Limited Euramax European Holdings plc
Euramax Holdings Limited Euramax Europe Limited
Euramax Coated Products Limited Euramax Holdings Limited
Ellbee Limited Euramax Holdings Limited
Euramax European Holdings B.V. Euramax International plc
Euramax Netherlands B.V. Euramax European Holdings B.V.
Euramax Europe B.V. Euramax Netherlands B.V.
Euramax Coated Products B.V. Euramax Europe B.V.
Euramax European Holdings S.A. Euramax International plc/
Euramax European Holdings B.V.
Euramax Industries S.A. Euramax European Holdings S.A.
Euramax Coated Products S.A. Euramax Industries S.A.
</TABLE>
84
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001026743
<NAME> EURAMAX INTERNATIONAL PLC
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-25-1998
<PERIOD-START> DEC-27-1997
<PERIOD-END> DEC-25-1998
<CASH> 19,044
<SECURITIES> 0
<RECEIVABLES> 85,454
<ALLOWANCES> 3,609
<INVENTORY> 74,735
<CURRENT-ASSETS> 180,209
<PP&E> 137,423
<DEPRECIATION> 20,343
<TOTAL-ASSETS> 388,649
<CURRENT-LIABILITIES> 91,651
<BONDS> 135,000
0
46,339
<COMMON> 1,000
<OTHER-SE> 8,665
<TOTAL-LIABILITY-AND-EQUITY> 388,649
<SALES> 616,219
<TOTAL-REVENUES> 616,219
<CGS> 507,752
<TOTAL-COSTS> 507,752
<OTHER-EXPENSES> 60,986
<LOSS-PROVISION> 697
<INTEREST-EXPENSE> 23,647
<INCOME-PRETAX> 23,137
<INCOME-TAX> 10,253
<INCOME-CONTINUING> 12,884
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,884
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
