EURAMAX INTERNATIONAL PLC, 10-Q, 2000-05-11

EURAMAX INTERNATIONAL PLC
10-Q, 2000-05-11
ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2000
or

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

For the transition period from to

Commission file number 333-05978

EURAMAX INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. /x/ Yes / / No

As of May 11, 2000, Registrant had outstanding 45,567,312 shares of Class A common stock and 4,434,680 shares of Class B common stock.

Page 1 of 23
Exhibit Index located on page 19

Part I—Financial Information

Item 1. Financial Statements

EURAMAX INTERNATIONAL, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(Thousands of U.S. Dollars)
(Unaudited)

	Quarter Ended March 31, 2000			Quarter Ended March 27, 1999
Net sales	$	142,273		$	132,387
Costs and expenses:
Cost of goods sold		116,827			107,790
Selling and general		13,779			13,172
Depreciation and amortization		3,758			3,390

Earnings from operations		7,909			8,035
Interest expense, net		(5,438	)		(5,258	)
Other expense, net		(113	)		(579	)

Earnings before income taxes		2,358			2,198
Provision for income taxes		1,008			960

Net earnings		1,350			1,238
Dividends on redeemable preference shares		—			1,622

Net earnings (loss) available for ordinary shareholders	$	1,350		$	(384	)

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

EURAMAX INTERNATIONAL, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Thousands of U.S. Dollars)
(Unaudited)

	March 31, 2000			December 31, 1999
Assets
Current assets:
Cash and equivalents	$	15,619		$	13,385
Accounts receivable, net		93,620			80,087
Inventories		85,750			82,499
Other current assets		6,087			4,271

Total current assets		201,076			180,242
Property, plant and equipment, net		118,138			120,409
Goodwill, net		80,708			82,587
Other assets		17,729			16,421

	$	417,651		$	399,659

Liabilities and Shareholders' Equity
Current liabilities:
Cash overdrafts	$	614		$	2,009
Accounts payable		62,687			49,682
Accrued expenses and other current liabilities		22,776			31,745
Current maturities of long-term debt		6,142			6,236

Total current liabilities		92,219			89,672
Long-term debt, less current maturities		231,833			215,043
Other liabilities		28,805			29,876

Total liabilities		352,857			334,591

Shareholders' equity:
Common stock		500			500
Additional paid-in capital		53,220			53,220
Retained earnings		17,875			16,525
Accumulated other comprehensive loss		(6,801	)		(5,177	)

Total shareholders' equity		64,794			65,068

	$	417,651		$	399,659

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

EURAMAX INTERNATIONAL, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Thousands of U.S. Dollars)
(Unaudited)

	Quarter Ended March 31, 2000			Quarter Ended March 27, 1999
Net cash used in operating activities	$	(13,866	)	$	(719	)

Cash flows from investing activities:
Purchase of business		—			(2,769	)
Proceeds from sales of assets		5			558
Capital expenditures		(2,695	)		(2,419	)

Net cash used in investing activities		(2,690	)		(4,630	)

Cash flows from financing activities:
Repayment of debt		(4,004	)		(3,727	)
Proceeds from debt		21,695			9,000
Change in cash overdrafts		(1,395	)		680

Net cash provided by financing activities		16,296			5,953

Effect of exchange rate changes on cash		2,494			3,684

Net increase in cash and equivalents		2,234			4,288
Cash and equivalents at beginning of period		13,385			19,044

Cash and equivalents at end of period	$	15,619		$	23,332

Non-cash investing and financing activities:
Payable for certain non-compete agreements associated with purchase of business	$	—		$	500

Dividends on redeemable preference shares	$	—		$	1,622

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

EURAMAX INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Thousands of U.S. Dollars)
(Unaudited)

1. Basis of Presentation:

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

The Condensed Consolidated Financial Statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of the management of the Company, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. All adjustments are of a normal recurring nature unless otherwise disclosed. Management believes that the disclosures made are adequate for a fair presentation of results of operations, financial position and cash flows. These Condensed Consolidated Financial Statements should be read in conjunction with the year-end consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. Operating results for the period ended March 31, 2000, are not necessarily indicative of future results that may be expected for the year ending December 29, 2000.

Certain 1999 amounts have been reclassified to conform to current year presentation.

2. Summary of Significant Accounting Policies:

For information regarding significant accounting policies, see Note 2 to the Consolidated Financial Statements of the Company for the year ended December 31, 1999, set forth in the Company's Annual Report on Form 10-K.

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, 2000 (January 1, 2001 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.

3. Inventories:

Inventories were comprised of:

	MARCH 31, 2000		DECEMBER 31, 1999
Raw materials	$	60,813	$	57,146
Work in process		10,933		11,708
Finished products		14,004		13,645

	$	85,750	$	82,499

4. Commitments and Contingencies:

Litigation

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

Environmental Matters

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

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

In connection with the acquisition of the Company from Alumax Inc. (acquired by Aluminum Company of America in May 1998, and hereafter referred to as "Alumax") on September 25, 1996, the Company was indemnified by Alumax for substantially all of its costs, if any, related to environmental matters for occurrences arising prior to the closing date of the acquisition during the period of time it was

owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the remediation of certain specified existing National Priorities List ("NPL") sites for which the Company had been named a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Information System ("CERCLA") as of the closing date of the acquisition, as well as certain potential costs for sites listed on state hazardous cleanup lists. With respect to all other environmental matters, Alumax's obligations are limited to $125.0 million. 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.

5. Comprehensive Income:

For the quarters ended March 31, 2000 and March 27, 1999, comprehensive loss was approximately $(274.0) thousand and $(1.0) million, respectively. Other comprehensive income refers to revenue, expenses, gains and losses that are reflected in stockholders' equity but excluded from net earnings. For the Company, the components of other comprehensive income are principally foreign currency translation adjustments and minimum pension liability adjustments. For the quarters ended March 31, 2000 and March 27, 1999, other comprehensive loss, net of tax, was approximately $(1.6) million and $(2.3) million, respectively.

6. Segment Information:

For detailed information regarding the Company's reportable segments, see Note 13 to the Consolidated Financial Statements of the Company for the year ended December 31, 1999, set forth in the Company's Annual Report on Form 10-K.

The table below presents information about reported segments for the quarters ended March 31, 2000 and March 27, 1999.

	European Roll Coating		U.S. Fabrication		European Fabrication		Total
Three months ended March 31, 2000
Sales	$	40,094	$	85,061	$	18,056	$	143,211
EBITDA		6,127		4,270		2,349		12,746
Three months ended March 27, 1999
Sales	$	36,175	$	81,000	$	16,119	$	133,294
EBITDA		4,893		5,515		1,759		12,167

A reconciliation of total segment sales to total consolidated sales and of total segment EBITDA to total consolidated earnings before income taxes, for the quarters ended March 31, 2000 and March 27, 1999, is as follows:

	Quarter Ended March 31, 2000			Quarter Ended March 27, 1999
Sales
Total segment sales	$	143,211		$	133,294
Eliminations		(938	)		(907	)

Consolidated net sales	$	142,273		$	132,387

EBITDA
Total EBITDA for reportable segments	$	12,746		$	12,167
Expenses that are not segment specific		(1,192	)		(1,321	)
Depreciation and amortization		(3,758	)		(3,390	)
Interest expense, net		(5,438	)		(5,258	)

Consolidated earnings before income taxes	$	2,358		$	2,198

The following table reflects revenues from external customers by groups of similar products for the quarters ended March 31, 2000 and March 27, 1999:

Customers/Markets	Primary Products	Quarter Ended March 31, 2000		Quarter Ended March 27, 1999
Original Equipment Manufacturers ("OEMs")	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; RV doors, windows and roofing; and composite building panels	$	71,477	$	67,252
Rural Contractors	Steel and aluminum roofing and siding		22,344		22,771
Home Centers	Raincarrying systems, roofing accessories, windows, doors, and shower enclosures		17,736		15,754
Manufactured Housing	Steel siding and trim components		9,658		11,650
Distributors	Metal coils, raincarrying systems and roofing accessories		7,831		4,898
Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories		4,891		4,369
Home Improvement Contractors	Vinyl replacement windows; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings		8,336		5,693

		$	142,273	$	132,387

7. Subsequent Event:

On April 10, 2000, the Company, through its wholly owned subsidiary Amerimax Home Products, Inc., acquired substantially all of the assets and assumed certain liabilities of Gutter World, Inc. and Global Expanded Metals, Inc., companies under common control, ("Gutter World" and "Global", respectively). The purchase price, including approximately $345.0 thousand in acquisition-related fees and expenses, was approximately $45.6 million in cash. Gutter World is a manufacturer of raincarrying accessories, such as gutter guards, water diverters and downspout strainers, as well as door guards. Global manufactures expanded metal products.

In addition, effective April 10, 2000, the Company amended its Credit Agreement to, among other items, permit the acquisition of Gutter World and Global; provide an additional term loan of $40.0 million; and permanently waive the 1999 Excess Cash Flow Provision (as defined in the Credit Agreement).

8. Supplemental Condensed Combined Financial Statements:

On September 25, 1996, Euramax purchased the Company from Alumax. The acquisition was financed, in part, through Senior Subordinated Notes due 2006 (the "Notes"). Euramax International Limited, Euramax European Holdings Limited and Euramax European Holdings B.V. are co-obligors under the Notes (the "Co-Obligors"). Euramax International, Inc. has provided a full and unconditional guarantee of the Notes ("Parent Guarantor"). In addition, Amerimax Holdings, Inc., Amerimax Fabricated Products, Inc., Euramax International Holdings Limited and Euramax Continental Limited, holding company subsidiaries of Euramax, have provided full and unconditional guarantees of the Notes (collectively, the "Guarantor Subsidiaries"). The following supplemental condensed combining financial statements as of March 31, 2000, and December 31, 1999, and for the quarters ended March 31, 2000, and March 27, 1999, reflect the financial position, results of operations, and cash flows of each of the Parent Guarantor, the Co-Obligors, and such combined information of the Guarantor Subsidiaries and the non-guarantor subsidiaries, principally the operating subsidiaries, (collectively, the "Non-Guarantor Subsidiaries"). The Co-Obligors and Guarantors are wholly-owned subsidiaries of Euramax and are each jointly, severally, fully, and unconditionally liable under the Notes. Separate complete financial statements of each Co-Obligor and Guarantor are not presented because management has determined that they are not material to investors.

	Quarter ended March 31, 2000
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-obligor)			Euramax European Holdings Limited (Co-obligor)			Euramax European Holdings B.V. (Co-obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales	$	—		$	—		$	—		$	—		$	—		$	142,273		$	—		$	142,273
Costs and expenses:
Cost of goods sold		—			—			—			—			—			116,827			—			116,827
Selling and general		799			22			—			—			240			12,718			—			13,779
Depreciation and amortization		—			—			—			—			90			3,668			—			3,758

Earnings (loss) from operations		(799	)		(22	)		—			—			(330	)		9,060			—			7,909
Equity in earnings of subsidiaries		2,067			2,688			843			3,498			3,985			—			(13,081	)		—
Interest income (expense), net		(376	)		(24	)		(97	)		(35	)		612			(5,518	)		—			(5,438	)
Other income (expense), net		—			—			(433	)		(2,048	)		87			2,281			—			(113	)

Earnings before income taxes		892			2,642			313			1,415			4,354			5,823			(13,081	)		2,358
Provision (benefit) for income taxes		(458	)		(9	)		(152	)		(721	)		151			2,197						1,008

Net earnings	$	1,350		$	2,651		$	465		$	2,136		$	4,203		$	3,626		$	(13,081	)	$	1,350

	Quarter Ended March 27, 1999
	Euramax International, Inc. (Parent Guarantor)		Euramax International Limited (Co-obligor)			Euramax European Holdings Limited (Co-obligor)			Euramax European Holdings B.V. (Co-obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales	$	—	$	—		$	—		$	—		$	—		$	132,387		$	—		$	132,387
Costs and expenses:
Cost of goods sold		—		—			—			—			—			107,790			—			107,790
Selling and general		—		739			—			1			(62	)		12,494			—			13,172
Depreciation and amortization		—		—			—			—			17			3,373			—			3,390

Earnings (loss) from operations		—		(739	)		—			(1	)		45			8,730			—			8,035
Equity in earnings of subsidiaries		—		1,744			702			3,024			360			—			(5,830	)		—
Interest income (expense), net		—		—			(124	)		(15	)		23			(5,142	)		—			(5,258	)
Other income (expense), net		—		—			(848	)		(2,953	)		(23	)		3,245			—			(579	)

Earnings (loss) before income taxes		—		1,005			(270	)		55			405			6,833			(5,830	)		2,198
Provision (benefit) for income taxes		—		(233	)		(319	)		(1,212	)		18			2,706			—			960

Net earnings		—		1,238			49			1,267			387			4,127			(5,830	)		1,238
Dividends on redeemable preference shares		—		1,622			—			—			—			—			—			1,622

Net earnings (loss) available for ordinary shareholders	$	—	$	(384	)	$	49		$	1,267		$	387		$	4,127		$	(5,830	)	$	(384	)

	As of March 31, 2000
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-obligor)			Euramax European Holdings Limited (Co-obligor)			Euramax European Holdings B.V. (Co-obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
ASSETS
Current assets:
Cash and equivalents	$	—		$	—		$	—		$	—		$	4,986		$	10,633		$	—		$	15,619
Accounts receivable, net		—			173			—			—			—			93,447			—			93,620
Inventories		—			—			—			—			—			85,750			—			85,750
Other current assets		—			—			—			—			2,534			3,553			—			6,087

Total current assets		—			173			—			—			7,520			193,383			—			201,076
Property, plant and equipment, net		—			—			—			—			152			117,986			—			118,138
Amounts due from parent/affiliates		79,036			75,375			46,933			44,043			336,435			120,227			(702,049	)		—
Goodwill, net		—			—			—			—			8,296			72,412			—			80,708
Investment in consolidated subsidiaries		118,481			19,531			(9,828	)		19,872			99,990			—			(248,046	)		—
Other assets		—			2,183			602			601			1,583			12,760			—			17,729

	$	197,517		$	97,262		$	37,707		$	64,516		$	453,976		$	516,768		$	(950,095	)	$	417,651

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdrafts	$	—		$	—		$	—		$	—		$	871		$	(257	)	$	—		$	614
Accounts payable		—			—			—			—			1,382			61,305			—			62,687
Accrued expenses and other current liabilities		(626	)		(2,353	)		(1,608	)		6,399			(3,530	)		24,494			—			22,776
Current maturities of long-term debt		—			—			—			—			4,056			2,086			—			6,142

Total current liabilities		(626	)		(2,353	)		(1,608	)		6,399			2,779			87,628			—			92,219
Long-term debt, less current maturities		—			70,605			27,179			37,216			61,485			35,348			—			231,833
Amounts due to parent/affiliates		130,232			15,083			13,846			893			251,258			290,737			(702,049	)		—
Other liabilities		2,203			421			—			—			651			25,530			—			28,805

Total liabilities		131,809			83,756			39,417			44,508			316,173			439,243			(702,049	)		352,857

Shareholders' equity:
Common stock		500			2			78			23			35,001			4,983			(40,087	)		500
Additional paid-in capital		65,218			20,726			6,922			9,077			174,855			114,412			(337,990	)		53,220
Retained earnings (deficit)		1,088			(1,355	)		(8,297	)		15,294			(69,772	)		(36,210	)		117,127			17,875
Accumulated other comprehensive loss		(1,098	)		(5,867	)		(413	)		(4,386	)		(2,281	)		(5,660	)		12,904			(6,801	)

Total shareholders' equity		65,708			13,506			(1,710	)		20,008			137,803			77,525			(248,046	)		64,794

	$	197,517		$	97,262		$	37,707		$	64,516		$	453,976		$	516,768		$	(950,095	)	$	417,651

	As of December 31, 1999
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-obligor)			Euramax European Holdings Limited (Co-obligor)			Euramax European Holdings B.V. (Co-obligor)			Non- Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated Totals
ASSETS
Current assets:
Cash and equivalents	$	—		$	—		$	—		$	—		$	1,537		$	11,848		$	—		$	13,385
Accounts receivable, net		—			103			—			—			1,354			78,630			—			80,087
Inventories		—			—			—			—			2,622			79,877			—			82,499
Other current assets		—			—			—			—			1,467			2,804			—			4,271

Total current assets		—			103			—			—			6,980			173,159			—			180,242
Property, plant and equipment, net		—			—			—			—			5,603			114,806			—			120,409
Amounts due from parent/affiliates		76,535			81,757			46,846			49,743			345,507			141,423			(741,811	)		—
Goodwill, net		—			—			—			—			8,368			74,219			—			82,587
Investment in consolidated subsidiaries		117,490			17,918			(10,829	)		17,360			98,088			—			(240,027	)		—
Other assets		—			2,267			635			658			1,691			11,170			—			16,421

	$	194,025		$	102,045		$	36,652		$	67,761		$	466,237		$	514,777		$	(981,838	)	$	399,659

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdrafts	$	—		$	—		$	—		$	—		$	(2,030	)	$	4,039		$	—		$	2,009
Accounts payable		2			—			—			—			230			49,450			—			49,682
Accrued expenses and other current liabilities		(340	)		(772	)		(595	)		4,095			1,316			28,041			—			31,745
Current maturities of long-term debt		—			—			—			—			5,540			696			—			6,236

Total current liabilities		(338	)		(772	)		(595	)		4,095			5,056			82,226			—			89,672
Long-term debt, less current maturities		—			70,605			27,179			37,216			45,568			34,475			—			215,043
Amounts due to parent/affiliates		126,739			19,861			12,275			7,571			279,293			296,072			(741,811	)		—
Other liabilities		2,203			421			—			—			647			26,605			—			29,876

Total liabilities		128,604			90,115			38,859			48,882			330,564			439,378			(741,811	)		334,591

Shareholders' equity:
Common stock		500			2			78			23			35,001			4,983			(40,087	)		500
Additional paid-in capital		65,218			20,726			6,922			9,077			174,855			114,412			(337,990	)		53,220
Retained earnings (deficit)		(262	)		16,787			4,170			20,049			(46,325	)		(14,760	)		36,866			16,525
Dividends declared		—			(20,793	)		(12,932	)		(6,891	)		(27,650	)		(25,076	)		93,342			—
Accumulated other comprehensive loss		(35	)		(4,792	)		(445	)		(3,379	)		(208	)		(4,160	)		7,842			(5,177	)

Total shareholders' equity		65,421			11,930			(2,207	)		18,879			135,673			75,399			(240,027	)		65,068

	$	194,025		$	102,045		$	36,652		$	67,761		$	466,237		$	514,777		$	(981,838	)	$	399,659

	Quarter Ended March 31, 2000
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-obligor)			Euramax European Holdings Limited (Co-obligor)			Euramax European Holdings B.V. (Co-obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated Totals
Net cash (used in) provided by operating activities	$	(1,004	)	$	(1,604	)	$	(1,387	)	$	1,258		$	5,175		$	(16,304	)	$	(13,866	)

Cash flows from investing activities:
Proceeds from sales of assets		—			—			—			—			—			5			5
Capital expenditures		—			—			—			—			(10	)		(2,685	)		(2,695	)

Net cash used in investing activities		—			—			—			—			(10	)		(2,680	)		(2,690	)

Cash flows from financing activities:
Repayment of debt		—			—			—			—			(1,566	)		(2,438	)		(4,004	)
Proceeds from debt		—			—			—			—			16,000			5,695			21,695
Changes in cash overdrafts		—			—			—			—			2,814			(4,209	)		(1,395	)
Due to/from parent or affiliate		1,004			1,604			1,484			(977	)		(18,964	)		15,849			—

Net cash provided by (used in) financing activities		1,004			1,604			1,484			(977	)		(1,716	)		14,897			16,296

Effect of exchange rate changes on cash		—			—			(97	)		(281	)		—			2,872			2,494

Net increase (decrease) in cash and equivalents		—			—			—			—			3,449			(1,215	)		2,234
Cash and equivalents at beginning of period		—			—			—			—			1,537			11,848			13,385

Cash and equivalents at end of period	$	—		$	—		$	—		$	—		$	4,986		$	10,633		$	15,619

	Quarter Ended March 27, 1999
	Euramax International, Inc. (Parent Guarantor)		Euramax International Limited (Co-obligor)			Euramax European Holdings Limited (Co-obligor)			Euramax European Holdings B.V. (Co-obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated Totals
Net cash (used in) provided by operating activities	$	—	$	(761	)	$	(50	)	$	3,399		$	(317	)	$	(2,990	)	$	(719	)

Cash flows from investing activities:
Purchase of business		—		—			—			—			—			(2,769	)		(2,769	)
Proceeds from sales of assets		—		—			—			—			—			558			558
Capital expenditures		—		—			—			—			(30	)		(2,389	)		(2,419	)

Net cash used in investing activities		—		—			—			—			(30	)		(4,600	)		(4,630	)

Cash flows from financing activities:
Repayment of debt		—		—			—			—			(2,916	)		(811	)		(3,727	)
Proceeds from debt		—		—			—			—			9,000			—			9,000
Changes in cash overdrafts		—		—			—			—			2,356			(1,676	)		680
Due to/from parent or affiliate		—		761			274			(3,068	)		(8,016	)		10,049			—

Net cash provided by (used in) financing activities		—		761			274			(3,068	)		424			7,562			5,953

Effect of exchange rate changes on cash		—		—			(224	)		(331	)		—			4,239			3,684

Net increase in cash and equivalents		—		—			—			—			77			4,211			4,288
Cash and equivalents at beginning of period		—		—			—			—			12			19,032			19,044

Cash and equivalents at end of period	$	—	$	—		$	—		$	—		$	89		$	23,243		$	23,332

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

Business Overview

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements included elsewhere in this document, as well as the year-end Consolidated Financial Statements and Management's Discussion and Analysis included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

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

Financial results for the quarter ended March 31, 2000, compared to the same period of 1999, reflect continued strength in the Company's RV markets, a sharp increase in demand for painted coil in Europe, and higher aluminum costs. These conditions, together with last year's acquisition of Atlanta Metal Products, Inc., enabled a 7.5% increase in net sales. Higher aluminum costs enabled the Company to increase average selling prices which, in Europe, contributed to a substantial increase in earnings from operations. This improvement was slightly offset by weakening European currencies, relative to the U.S. Dollar. Higher European operating earnings were further offset by lower U.S. operating margins primarily related to the longer time period in which raw material cost increases are passed on in the form of higher selling prices.

Effective April 10, 2000, the Company, through its wholly owned subsidiary Amerimax Home Products, Inc., acquired substantially all of the assets and assumed certain liabilities of Gutter World, Inc. ("Gutter World") and Global Expanded Metals, Inc. ("Global"). Gutter World manufactures a variety of raincarrying accessories, including gutter and door guards, water diverters and downspout strainers. Global manufactures expanded metal products. The Company expects these acquisitions to increase net sales in its U.S. Fabrication segment, particularly those to home centers and distributors. Consistent with the Company's business strategy, management expects to continue identifying and acquiring businesses that will allow it to expand its customer base, geographic coverage and product offerings.

Results of Operations

Quarter Ended March 31, 2000 as Compared to Quarter Ended March 27, 1999

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

	Quarters Ended
	March 31, 2000		March 27, 1999
Statements of Earnings Data:
Net sales	100.0	%	100.0	%
Costs and expenses:
Cost of goods sold	82.1		81.4
Selling and general	9.7		9.9
Depreciation and amortization	2.6		2.6

Earnings from operations	5.6		6.1
Interest expense, net	(3.8	)	(4.0	)
Other expenses, net	(0.1	)	(0.4	)

Earnings before income taxes	1.7		1.7
Provision for income taxes	.7		.7

Net earnings	1.0	%	1.0	%

	Net Sales					Earnings from Operations
Dollars in Thousands	March 31, 2000		March 27, 1999		Increase/ (Decrease)	March 31, 2000		March 27, 1999		Increase/ (Decrease)
United States	$	85,062	$	81,000	5.0%	$	1,462	$	3,748	(61.0)%
Europe		57,211		51,387	11.3%		6,447		4,287	50.4 %

Totals	$	142,273	$	132,387	7.5%	$	7,909	$	8,035	(1.6)%

Net Sales. Net sales increased 7.5% to $142.3 million for the quarter ended March 31, 2000, from $132.4 million for the quarter ended March 27, 1999. Sales in the U.S. increased primarily from robust first quarter sales to home improvement contractors and distributors and solid increases in sales to the home centers, offset by lower sales to the manufactured housing market. Increases in sales to distributors are primarily the result of the second quarter 1999 acquisition of Atlanta Metal Products, Inc. (see Note 2 to the Consolidated Financial Statements of the Company for the year ended December 31, 1999, set forth in the Company's Annual Report on Form 10-K). In addition, shipments to the RV industry remain strong, consistent with a third consecutive year of growth in this industry. The RV industry expects growth to continue due to favorable demographics and growing popularity of RV travel. However, other factors, including higher fuel costs and higher interest rates, may negatively impact the continued growth of this industry.

Despite a decline in reported net sales of approximately $4.8 million due to the weakening of foreign exchange rates relative to the U.S. Dollar, first quarter net sales in Europe increased by approximately 11% over first quarter 1999 sales. Sales in Europe increased primarily from strong demand for specialty coated coil in continental Europe resulting from economic improvements in Europe that began in the second half of 1999 and have continued into 2000.

Cost of Goods Sold. Cost of goods sold, as a percentage of net sales, increased to 82.1% for the quarter ended March 31, 2000, from 81.4% for the quarter ended March 27, 1999. This increase is primarily attributable to an increase in raw material aluminum prices.

Selling and General. Selling and general expenses, as a percentage of net sales, decreased to 9.7% for the quarter ended March 31, 2000, from 9.9% for the quarter ended March 27, 1999. This decrease is primarily attributable to higher net sales and lower levels of spending on information technology.

Depreciation and Amortization. Depreciation and amortization, as a percentage of net sales, was 2.6% for the quarters ended March 31, 2000 and March 27, 1999.

Earnings from Operations. As noted above, earnings from operations in the U.S. decreased to $1.5 million for the quarter ended March 31, 2000, from $3.7 million for the quarter ended March 27, 1999, and earnings from operations in Europe increased to $6.4 million for the quarter ended March 31, 2000, from $4.3 million for the quarter ended March 27, 1999. Earnings from operations in the U.S. were more negatively impacted by the higher raw material costs than were earnings in Europe, as, historically, the U.S. operations are not able to pass along raw material price increases as quickly as the European operations. The ability to pass along price increases at a quicker pace in Europe, together with strong European demand, enabled a sharp increase in earnings from operations in Europe. This increase was achieved despite weakening European currencies, which reduced reported operating earnings by $689.0 thousand compared to the first quarter of 1999.

Interest Expense, Net. Net interest expense, increased to $5.4 million for the quarter ended March 31, 2000, from $5.3 million for the quarter ended March 27, 1999.

Other Expenses, Net. Other expenses were not significant for the quarters ended March 31, 2000 and March 27, 1999.

Provision for income taxes. The income tax provision for the period is based on the effective tax rate expected to be applicable for the full year. The effective rate for the provision for income taxes decreased to 42.7% from 43.7% for the quarters ended March 31, 2000 and March 27, 1999, respectively. The lower rate is primarily due to a decrease in U.S. earnings coupled with an increase in European earnings. U.S. earnings are typically subject to higher tax rates than European earnings, due in part to state income taxes.

Liquidity and Capital Resources

Liquidity. The Company's primary liquidity needs arise from debt service incurred in connection with acquisitions and the funding of capital expenditures. As of March 31, 2000, the Company had outstanding indebtedness of $238.0 million, representing an increase of $16.7 million as compared to December 31, 1999. This increase in debt is related to seasonal borrowing needs of the business and higher aluminum costs. Included in such indebtedness was approximately $103.0 million under the Company's Credit Agreement, consisting of $27.1 million under the Company's Term Loans and $75.9 million under the Company's Revolving Credit Facility. The undrawn amount of the Revolving Credit Facility at March 31, 2000, was approximately $24.1 million, which was available for working capital and general corporate purposes, subject to borrowing base limitations. As of March 31, 2000, this amount was fully available.

The Company's leveraged financial position requires that a substantial portion of the Company's cash flow from operations be used to pay interest on the Notes, principal and interest under the Company's Credit Agreement and other indebtedness. Significant increases in the floating interest rates on the 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. Further, the Company's leveraged position may make it more vulnerable to economic downturns and may limit its ability to withstand competitive pressures.

The Company's primary source of liquidity is funds generated from operations, which are supplemented by borrowings under the Credit Agreement. Net cash used in operating activities for the quarters

ended March 31, 2000 and March 27, 1999, were $13.9 million and $719.0 thousand, respectively. The increase in cash used in operating activities is primarily related to an increase in accounts receivable resulting from stronger sales in both the U.S. and Europe for the quarter ended March 31, 2000, as compared to the quarter ended March 27, 1999. Similarly, borrowings under the Credit Agreement increased approximately $12.7 million to fund the increased working capital needs of the business during the first quarter of 2000 as compared to the first quarter of 1999.

The Company believes that cash generated from operations and, subject to borrowing base limitations, borrowings under the Company's Credit Agreement will be adequate to meet its needs for the foreseeable future, although no assurance to that effect can be given.

Capital Expenditures. The Company's capital expenditures were $2.7 million and $2.4 million for the quarters ended March 31, 2000 and March 27, 1999, respectively. Capital expenditures in 2000 include approximately $1.3 million for several projects related to business expansion and cost reduction activities. Capital expenditures in 1999 included approximately $631.1 thousand for improvements to the paintline in Corby, England. The balance of capital expenditures in both periods primarily relate to purchases and upgrades of fabricating equipment, transportation and material moving equipment, and information systems.

The Company has made and will continue to make capital expenditures to comply with Environmental Laws. The Company estimates that its environmental capital expenditures will be approximately $250.0 thousand in 2000.

Working Capital Management. Working capital was $108.9 million as of March 31, 2000, compared to $90.6 million as of December 31, 1999. The increase in working capital is primarily attributable to an increase in accounts receivable due to an increase in sales. The Company continues to aggressively manage working capital levels and believes that current levels of working capital represent a liquid source of funds available for future cash flows.

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, 2000 (January 1, 2001 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 exposure to environmental matters has not changed significantly from the year ended December 31, 1999. For detailed information regarding environmental matters, see "Management's

Discussion and Analysis—Risk Management" set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

Note Regarding Forward-Looking Statements: The Management's Discussion and Analysis and other sections of this Form 10-Q may contain forward-looking statements that are based on current expectations, estimates and projections about the industries in which the Company operates, and management's beliefs and assumptions. Such forward-looking statements include terminology such as "expects," "anticipates," "intends," "plans," "believes," "estimates," or variations of such words and similar expressions regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in this report include, but are not limited to: (1) statements regarding expected growth in the home center and distributor markets resulting from the acquisition of Gutter World and Global; (2) statements regarding the Company's expectations to continue acquiring businesses that will allow it to expand its customer base, geographic coverage and product offerings; (3) statements regarding industry expectations of continued growth in the U.S. RV industry; and (4) statements regarding the Company's belief that cash from operations and borrowings under the Credit Agreement will be adequate to meet its needs for the foreseeable future. These forward-looking statements are based on a number of assumptions that could ultimately prove inaccurate, and, therefore, there can be no assurance that they will prove to be accurate. All such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Important factors that could cause future financial performance to differ materially and significantly from past results and from those expressed or implied in this document include, without limitation, the risks of acquisition of businesses (including limited knowledge of the businesses acquired and misrepresentations by sellers), changes in business strategy or development plans, the cyclical demand for the Company's products, the supply and/or price of aluminum and other raw materials, currency exchange rate fluctuations, environmental regulations, availability of financing, competition, reliance on key management personnel, ability to manage growth, loss of customers, and a variety of other factors. For further information on these and other risks, see the "Risk Factors" section of Item 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1999, as well as the Company's other filings with the Securities and Exchange Commission. The Company assumes no obligation to update publicly its forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company's exposure to and management of market risk from changes in interest rates, exchange rates and commodity prices have not changed significantly from the year ended December 31, 1999. For further information regarding the Company's risk management, see "Management's Discussion and Analysis—Risk Management" and "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

Part II—Other Information

Item 6. Exhibits and Reports on Form 8-K

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

Condensed Consolidated Statements of Earnings for the quarters ended March 31, 2000 and March 27, 1999

Condensed Consolidated Balance Sheets at March 31, 2000 and December 31, 1999

Condensed Consolidated Statements of Cash Flows for the quarters ended March 31, 2000 and March 27, 1999

Notes to Condensed Consolidated Financial Statements

(b) The Company filed no reports on Form 8-K during the three months ended March 31, 2000.

2.1**		Purchase Agreement dated as of April 28, 1997, among the Company and Genstar Capital Corporation ("GCC"), Ontario Teachers' Pension Plan Board and the Management Stockholders of Gentek Holdings, Inc. ("Holdings") as sellers GCC as sellers' representative; Holdings and Gentek Building Products, Inc. ("GBPI"). (Incorporated by reference to Exhibit 2.1 of the Registrant's Form 8-K filed August 1, 1997).
2.2******		Proposals for the acquisition of the entire issued share capital of Euramax International Limited by Euramax International, Inc. to be effected by means of a Scheme Arrangement under Section 425 of the Companies Act 1985
3.1*		Articles of Association of Euramax International plc
3.2*		Memorandum and Articles of Association of Euramax European Holdings plc
3.3*		Articles of Association of Euramax International B.V.
3.4*		Articles of Incorporation of Amerimax Holdings, Inc.
3.5*		Bylaws of Amerimax Holdings, Inc.
4.3*		Indenture, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and the Chase Manhattan Bank, as Trustee.
4.4*		Deposit Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., and The Chase Manhattan Bank, as book-entry depositary
4.5*		Registration Rights Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co.
4.6*		Purchase Agreement dated as of September 18, 1996, by and among Euramax International Ltd., Euramax European Holdings Ltd., Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co.
4.7*******		Supplemental Indenture, dated as of November 18, 1999, among Euramax International Limited, Euramax European Holdings plc, Euramax European Holdings, B.V., as Issuers, Amerimax Holdings, Inc., as Guarantor, and The Chase Manhattan Bank, as Trustee
4.8*******		Amended and Restated Supplemental Indenture, dated as of December 14, 1999, among Euramax International Limited, Euramax European Holdings plc, Euramax European Holdings, B.V., as Issuers, Amerimax Holdings, Inc., as Guarantor, and The Chase Manhattan Bank, as Trustee
10.1*		Purchase Agreement, dated as of June 24, 1996, by and between Euramax International Ltd. and Alumax Inc.
10.2*		Executive Employment Agreement, dated as of September 25, 1996, by and between J. David Smith and Euramax International plc
10.3*		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
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.)
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.)
10.26****		Incentive Compensation Plan effective January 1, 1997, by Euramax International Limited
10.27****		Phantom Stock Plan effective January 1, 1999, by Euramax International Limited
10.28*****		Amendment and Waiver dated as of April 6, 1999, among Euramax International Limited, and its subsidiaries, Paribas (as Agent and Lender), and the Lenders, to the Amended and Restated Credit Agreement dated as of July 16, 1997
10.29*******		Amendment, dated as of December 8, 1999, among Euramax International Limited, the other Loan Parties, the Swing Loan Lender and the Issuer and Paribas, as Agent, to (a) the Amended and Restated Credit Agreement, dated as of July 16, 1997 and (b) the other Loan Documents
10.30*******		Amendment and Consent, dated as of December 9, 1999, among Euramax International Limited, the other Loan Parties, the Swing Loan Lender and the Issuer and Paribas, as Agent, to (a) Amended and Restated Credit Agreement, dated as of July 16, 1997 and (b) the other Loan Documents
27		Financial Data Schedule

*		Incorporated by reference to the Exhibit with the same number in the Registrant's Registration Statement on Form S-4 (333-05978) which became effective on February 7, 1997.
**		Incorporated by reference to the Exhibit with the same number in the Registrant's Annual Report on Form 10-K (333-05978) which was filed on March 12, 1998.
***		Incorporated by reference to the Exhibit with the same number in the Registrant's Annual Report on Form 10-K (333-05978) which was filed on March 5, 1999.
****		Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on April 26, 1999.
*****		Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on August 2, 1999.
******		Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on November 3, 1999.
*******		Incorporated by reference to the Exhibit with the same number in the Registrant's Annual Report on Form 10-K (333-05978) which was filed on March 23, 2000.

SIGNATURES

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

EURAMAX INTERNATIONAL, INC.

Signature	Title	Date


/s/ J. DAVID SMITH J. David Smith	Chief Executive Officer and President	May 11, 2000

/s/ R. SCOTT VANSANT R. Scott Vansant	Chief Financial Officer and Secretary	May 11, 2000

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Part I—Financial Information
EURAMAX INTERNATIONAL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Earnings (Thousands of U.S. Dollars) (Unaudited)
EURAMAX INTERNATIONAL, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Thousands of U.S. Dollars) (Unaudited)
EURAMAX INTERNATIONAL, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Thousands of U.S. Dollars) (Unaudited)
SIGNATURES
EURAMAX INTERNATIONAL, INC.