Euramax 12 31 2014 10K

10-K 1 euramax1231201410k.htm 10-K Euramax 12 31 2014 10K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________

FORM 10-K

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

For the fiscal year ended December 31, 2014

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

For the transition period from to

Commission File No. 333-05978

EURAMAX HOLDINGS, 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 Number)
303 Research Drive, Suite 400, Norcross, GA (Address of principal executive offices)		30092 (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act: None



Title of each class N/A		Name of each exchange on which registered N/A

Securities registered pursuant to Section 12(g) of the Act: None

__________________________________________________

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ý No o

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 and (2) has been subject to such filing requirements for the past 90 days. Yes o No ý*

*Pursuant to the terms of its senior secured note indenture, the registrant is a voluntary filer of reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934.

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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 this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer o	Accelerated filer o	Non-accelerated filer ý (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of June 27, 2014, the last business day of the registrant's most recently completed second quarter, there was no established public trading market for the common stock of the registrant and therefore an aggregate market value of the registrant's common stock is not determinable.

There were 195,827 shares of the registrant’s common stock, par value $1.00 per share, issued and outstanding as of March 25, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

None

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TABLE OF CONTENTS



PART I
Item 1	BUSINESS	3
Item 1A	RISK FACTORS	15
Item 1B	UNRESOLVED STAFF COMMENTS	41
Item 2	PROPERTIES	41
Item 3	LEGAL PROCEEDINGS	42
Item 4	MINE SAFETY DISCLOSURES	42

PART II
Item 5	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	42
Item 6	SELECTED FINANCIAL DATA	43
Item 7	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	44
Item 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	65
Item 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	66
Item 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	123
Item 9A	CONTROLS AND PROCEDURES	123
Item 9B	OTHER INFORMATION	124

PART III
Item 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	125
Item 11	EXECUTIVE COMPENSATION	128
Item 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	148
Item 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	150
Item 14	PRINCIPAL ACCOUNTING FEES AND SERVICES	153

PART IV
Item 15	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	154

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words "believe," "could," "may'," "expect," "potential," "future," "continue," "anticipate," "intend," "estimate" and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Our forward-looking statements include, among others, statements about our business strategy, our industry, our future profitability, our expected capital expenditures and the impact of such expenditures on our performance, the costs of operating as a public company, our capital programs and environmental expenditures. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including the factors described under "Item 1A. Risk Factors," that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Such risks and uncertainties include, among other things:


•	the cyclical nature of the markets we serve;


•	the general level of economic activity both in North America and international markets;


•	the loss or reduction of purchases by key customers;


•	external factors which impact our key retail customers and reduce purchases of our products;


•	change in strategic direction by our key retail customers;


•	the effect of price competition in key markets and product lines;


•	margin compression associated with higher operating costs which may not be recovered through increased customer pricing;


•	consolidation of purchasing power among our customers;


•	the supply and price levels of essential raw materials, particularly aluminum and steel;


•	risks associated with the manufacturing process due to operating hazards and interruptions, including unscheduled maintenance or downtime;


•	risks associated with revenue concentration at our key home improvement retail customers;


•	risks associated with higher energy costs and the risk of disruptions in energy suppliers;


•	the adequacy of our insurance coverage;


•	our ability to effectively compete in the markets we serve;


•	increased fuel costs which could adversely impact the RV industry;


•	higher interest rates which could adversely impact the RV industry;


•	the integrity of our information systems;


•	seasonal effects on our customers' purchasing activity;


•	adverse weather conditions;


•	disruption in our supply chain or distribution of finished product;


•	our ability to adequately protect our intellectual property rights and successfully defend against third-party claims of intellectual property infringement;


•	higher fuel costs leading to increased transportation and distribution costs;


•	the effect of product liability or warranty claims against us;


•	the proliferation of low-cost competition, particularly in our core North American markets;


•	environmental, health and safety laws and regulations;


•	changes in commercial or residential building codes;


•	our significant indebtedness, and our ability to incur additional debt in the future;


•	our ability to remain compliant under the agreements governing our indebtedness;


•	our ability to refinance our indebtedness, extend the maturity thereof or generate sufficient cash to service all of our indebtedness;


•	restrictions under our existing or future debt agreements that limit our operations;


•	exposure to adjustments in interest rates;


•	declines in our credit and debt ratings;


•	instability in the capital and credit markets;


•	the risks of doing business in foreign countries;


•	fluctuations in foreign currency exchange rates;


•	inability to effectively reinvest in our plants, technology, equipment and new product development due to our indebtedness;


•	exposure to U.S. and foreign anti-corruption laws and economic sanctions programs;


•	state, local and non-U.S. taxes and fluctuations in our tax obligations and effective tax rate;


•	adverse effects of foreign taxation;


•	adverse changes to accounting rules or regulations;

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•	the success of our acquisitions or divestitures;


•	our ability to attract and retain qualified management and key personnel, including hourly personnel;


•	labor and work stoppages;


•	the effects of inflation on our business;


•	the effects of government or regulatory activity, compliance with environmental, and occupational health and safety laws and regulations can be costly, and we have incurred and will continue to incur costs, including capital expenditures, to comply with these requirements;


•	the potential for future impairment of our goodwill or other intangible assets; and


•	global or regional catastrophic events.

You should not place undue reliance on our forward-looking statements. Although forward-looking statements reflect our good faith beliefs, forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We caution you that the important factors referenced above may not contain all of the factors that could impair our results or that may be important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except to the extent required by law, rule or regulation.

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Part I


Item 1.	BUSINESS

The Company

We are a leading producer of metal and vinyl products sold to the residential repair and remodel, commercial construction and recreational vehicle (RV) markets primarily in North America and Europe. We are a leader in several niche product categories, including preformed roof-drainage products sold in the United States, metal roofing and siding for post frame construction in the United States, and aluminum siding for towable RVs in the United States and Europe.

Our customers are located predominantly throughout North America and Europe and include distributors, contractors and home improvement retailers, as well as RV, transportation and other original equipment manufacturers ("OEMs"). We have extensive in-house manufacturing and distribution capabilities for our more than 10,000 unique products and operate through a network consisting of 35 facilities, including 29 located in the United States, one in Canada and five in Europe. We have over 50 years of experience manufacturing building products and RV exterior components, including our time as a division of our former parent, Alumax, a fully integrated aluminum producer acquired by Alcoa Inc. in 1998. We have operated as an independent company since 1996 when our division was acquired in a management-led buyout.

Euramax Holdings, Inc. is a corporation originally formed in 1999 under the laws of the state of Delaware. Our headquarters and principal executive offices are located at 303 Research Drive, Suite 400, Norcross, GA 30092 and our telephone number is 770-449-7066. In this report, "Euramax Holdings," "the Company," "we," "our" and "us" refer to Euramax Holdings, Inc. and its consolidated subsidiaries, unless some other reference is indicated by the context.

Competitive Strengths

We believe that the following competitive strengths have contributed to our success and are critical to maintaining the market positions that we enjoy and achieving our plans for future growth:

Well positioned leader in niche end markets. We maintain leading market positions in a number of niche markets. These markets include preformed roof-drainage products sold in the United States, metal roofing and siding for post frame construction in the northeast United States, aluminum siding for towable RV exteriors in the United States, aluminum siding and roofing for towable RVs in Europe, steel exterior panels for manufactured housing in the United States and vinyl windows and doors for the UK "holiday home" and home center markets.

Fabrication capabilities specifically tailored for niche markets. Our manufacturing capabilities are critical to maintaining our strong position in several niche markets for our products. We are able to procure bare metal and paint it to our customers' specifications. These integrated metal coil coating capabilities provide us with a competitive advantage in the home improvement retail and RV industries as an integrated low-cost supplier of metal products with the ability to meet the demanding delivery requirements of customers in these industries. We manufacture roof drainage components from each of the four most common gutter materials: aluminum, steel, copper and vinyl.

Strong, established customer relationships. We have maintained long-standing relationships with our major customers across our end markets and, to many, we are a critical supplier. Our top ten accounts include customers from each of our four business segments, have been customers of ours for more than 20 years on average, and include The Home Depot® and Lowe's®, the two largest home improvement retailers in the United States, each of whom have been our customer for over 25 years. The depth and longevity of our customer relationships provide a foundation for recurring revenues and an outlet for the introduction of new products.

Significant diversification across products, materials, customers, end markets and geography. We produce and deliver over 10,000 unique products, utilizing aluminum, steel, copper, vinyl and fiberglass, through a multi-channel distribution network that serves customers across multiple end markets and geographies. Our customer base is highly diverse, with our top ten customers accounting for less than 34% and no single customer accounting for more than 13% of our total 2014 net sales. Further, our top ten customers include customers from each of our four segments. Our sales are also diversified geographically, with 70% of our 2014 net sales originating in the U.S. and Canada and the remainder originating in the UK, the Netherlands and France. We believe that this diversity has helped to mitigate the cyclicality that is experienced in some of the markets we serve, while allowing us to address profitable growth opportunities as they arise in different product lines, end markets and geographies.

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Our Business Segments

We manage our business and serve our customers through reportable segments differentiated by product type, end market, and geography. Beginning in 2014, the Company has included net sales and the related cost of goods sold for certain of its commercial panels sold to customers in its Residential markets within its U.S. Commercial Products Segment. Previously, these products were included in the Company's U.S. Residential Products Segment. The Company's 2013 and 2012 results have been adjusted to reflect this change in reportable segments.

Our four reportable segments are described below:

U.S. Residential Products

Our U.S. Residential Products segment utilizes aluminum, steel, copper and vinyl to produce residential roof drainage products, including preformed gutters, downspouts, elbows, soffit, drip edge, fascia, flashing, snow guards and related accessories. These products are used primarily for the repair, replacement or enhancement of residential roof drainage systems. We sell these products substantially to home improvement retailers, but also to lumber yards, distributors and contractors from manufacturing and distribution facilities throughout North America. We also produce specialty made-to-order vinyl replacement windows and aluminum patio and awning components sold primarily to home improvement contractors in the western U.S.

U.S. Commercial Products

Our U.S. Commercial Products segment utilizes various materials, including steel coil, aluminum coil and fiberglass, to create various products with commercial applications, including roofing and siding panels, ridge caps, flashing, trim, soffit and other accessories, as well as sidewall components, siding and other exterior components for the towable RV, cargo and manufactured housing markets. We sell these products to builders, contractors, lumber yards, home improvement retailers, OEMs, and RV manufacturers from manufacturing and distribution facilities located throughout the U.S. These products are used in the construction of a wide variety of small scale commercial, agricultural and industrial building types on either wood or metal frames, manufactured homes, and towable RVs.

European Roll Coated Aluminum

Our European Roll Coated Aluminum segment uses a roll coating process to apply paint to bare aluminum coil and, to a lesser extent, bare steel coil in order to produce specialty coated coil, which the Company also processes into specialty coated sheets and panels. We sell these products to building panel manufacturers, contractors and UK “holiday home,” RV and transportation OEMs throughout Europe and in parts of Asia. Our customers use our specialty coated metal products to manufacture, among other things, RV sidewalls, commercial roofing panels, interior ceiling panels, and liner panels for shipping containers. We produce and distribute these roll coated products from facilities located in the Netherlands and the UK.

European Engineered Products

Our European Engineered Products segment utilizes aluminum and vinyl extrusions to produce residential windows, doors and shower enclosures. These products are sold to home improvement retailers, distributors and factory‑built “holiday home” builders in the UK. We also produce windows used in the operator compartments of heavy equipment, components sold to suppliers to automotive OEMs in western Europe and RV doors. We produce and distribute these engineered products from facilities in France and the UK and have developed extensive in-house manufacturing capabilities, including powder coating, glass cutting, anodizing and glass toughening.

For financial information about our operating segments and geographic areas, refer to Note 15 of Notes to Consolidated Financial Statements set forth in Part II, "Item 8. Financial Statements and Supplementary Data" of this report, incorporated herein by reference. For certain risks related to our non-U.S. operations, refer to "Item 1A. Risk Factors" below.

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Our Products

Our products are sold to a diverse group of customers operating in a variety of industries. Our sales and marketing efforts are organized on a decentralized basis to provide services to our broad customer base in multiple geographic areas. The table below lists our key products, primary materials used, customers, primary sales regions, segments and end markets.



Key Products	Primary Materials Used	Customers	Primary Sales Regions	Segments	End Markets
Roof Drainage Products (gutters, downspouts and accessories)	Aluminum, Steel, Vinyl, Copper	Home Improvement Retailers, Lumber Yards, Rural Contractors, Home Improvement Contractors, Distributors, Manufactured Housing Producers	U.S.	U.S. Residential Products and U.S. Commercial Products	Residential Products, Commercial Products
Soffits (roof overhangs), Fascia (trims), Flashing (roofing valley material)	Aluminum, Steel, Copper	Home Improvement Retailers, Lumber Yards, Rural Contractors, Industrial and Architectural Contractors, Home Improvement Contractors, Manufactured Housing Producers	U.S.	U.S. Residential Products and U.S. Commercial Products	Residential Products, Commercial Products
Roofing & Siding (including RV siding and building panels)	Aluminum, Steel, Vinyl, Fiberglass	Rural Contractors, Distributors, Lumber Yards, Industrial and Architectural Contractors, Home Improvement Contractors, Manufactured Housing Producers, Home Improvement Retailers, OEMs, RV Manufacturers	U.S., Europe	U.S. Residential Products, European Roll Coated Aluminum and European Engineered Products	Residential Products, RV Products, Commercial Products
Doors	Aluminum, Fiberglass	Distributors, Home Improvement Retailers, Home Improvement Contractors, RV Manufacturers	U.S., Europe	U.S. Commercial Products and European Engineered Products	RV Products, Residential Products
Windows	Aluminum, Vinyl	Holiday Home Manufacturers, Home Improvement Contractors, Transportation Industry Manufacturers, OEMs, RV Manufacturers	U.S., Europe	U.S. Commercial Products and European Engineered Products	RV Products, Residential Products, Other Products
Specialty Coated Coils (painted aluminum and steel coils)	Aluminum, Steel	Various Building Panel Manufacturers, RV Manufacturers, Transportation Industry Manufacturers, OEMs	Europe	European Roll Coated Aluminum	RV Products, Commercial Products, Other Products

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Our End Markets

Through our four business segments we serve two primary end markets—Building Products and Recreational Vehicle Products. Within the Building Products market, we serve both the Residential and Commercial Building Products markets. We believe our manufacturing base, brand recognition, geographic network, broad product portfolio and customization capabilities allow us to effectively meet the diverse requirements of our customers within our end markets. The following table illustrates our net sales in 2014 by segment and end market:



	End Markets Served
Segment	Residential Products			Commercial Products			Recreational Vehicle Products			Other Products			Net Sales			% of Net Sales
U.S. Residential Products	$	278.9		$	—		$	—		$	1.0		$	279.9		32.7	%
U.S. Commercial Products	24.7			204.5			48.9			39.2			317.3			37.2	%
European Roll Coated Aluminum	—			102.4			59.1			31.0			192.5			22.5	%
European Engineered Products	32.5			—			4.2			28.3			65.0			7.6	%
Net Sales	$	336.1		$	306.9		$	112.2		$	99.5		$	854.7		100.0	%
% of Net Sales	39.4		%	35.9		%	13.1		%	11.6		%	100.0		%
Principal Products	Gutters, downspouts, gutter guards, soffit, patio doors, windows			Metal roofing, siding panels, trim parts, coated metal coil			RV exterior components and doors			Coated metal and sheet, cabin frames, sunroofs and windows
Customer Type	Home improvement contractors, home improvement retailers, distributors and manufactured housing producers			Rural, industrial and architectural contractors, distributors and builders			RV OEMs			Transportation and other OEMs

Residential Products

We are a leading supplier of metal and vinyl gutters and related components to U.S. home improvement retailers. We produce and distribute virtually every component of roof drainage systems and offer a complete product line, including aluminum, steel, copper and vinyl products. We sell to substantially all major home improvement retailers, which represent the largest customer type for sales of our roof drainage products. Our roof drainage products are also sold into the distributor market generally characterized by heavier gauges and different component parts. Orders from distributors are typically larger in size than those from either the home improvement retailer or contractor market, which allows us to service this market with fewer locations. Products bought by distributors are typically resold to individual contractors.

Our other residential building products include patio doors, components for patio covers, and windows primarily used in the home improvement market. We produce and distribute a wide range of other residential products including patio cover and awning systems, vinyl windows, patio doors and manufactured housing siding. These products are typically sold to "holiday home" and manufactured housing OEMs, home improvement contractors and distributors.

Replacement Vinyl Windows

We manufacture and sell vinyl windows for the residential replacement markets and for Commercial applications in the United States and United Kingdom. Vinyl windows require low maintenance and generally are more resistant to temperature than wood and aluminum. In the United States, we sell primarily to the high-end residential contractor market from manufacturing facilities in Woodland, California and Loveland, Colorado. Over recent years, vinyl window sales have eroded business from wood and aluminum. We also manufacture vinyl windows in the United Kingdom that we sell to the UK "holiday home" OEMs and home improvement retailers.

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Lattice and Awning System Products

Lattice and awning systems are patio covers and shade structures that enhance outdoor living space. Each component is manufactured from structural aluminum alloys and finished in a variety of colors. This gives the products the appearance of wood with long-term durability. Our lattice and awning systems are sold to contractors and distributors and sales tend to be driven by general remodeling activity. These systems are manufactured in Romoland, California and distributed through two locations in California and Arizona.

Patio and French Doors

We manufacture and sell vinyl patio and French doors for UK home improvement retailers.

Commercial Products

We supply metal roofing, siding and accessories for a wide variety of commercial construction applications, including agricultural, industrial and architectural uses. The core products we sell to this end market include fabricated metal roofing and siding panels, along with numerous accessories such as ridge caps, ridge vents and corners used in commercial construction (e.g., schools and office buildings).

Our commercial products market is a highly fragmented market divided into two distinct market customer groups: the post frame market and the industrial/architectural market. Both markets are regional and characterized by high shipping costs and short lead times. Sales to the post frame market are made primarily through builders, distributors and contractors, and are driven by rural construction trends. Sales to the industrial/architectural customer group tend to be more customized with product characteristics often specified by architects. In addition, we manufacture and sell specialty coated aluminum and steel products that are further fabricated by our commercial customers. We serve a variety of customers through a number of distribution channels including contractors, distributors and lumber yards.

Demand for our commercial products is largely driven by consumer confidence, interest rates, consumer disposable income, the strength of agricultural markets, consumer access to affordable financing and commercial construction trends. The agricultural market is highly fragmented and we compete against a number of smaller, mostly private companies.

Metal Roofing, Siding and Accessories ("MRS")

This end market's core products include fabricated metal roofing and siding panels, along with numerous accessories such as drip caps, ridge vents and corners. These products are used primarily for exterior walls and roofs. We also sell metal roofing panels directly to contractors for use in smaller commercial construction (e.g., schools and office buildings). In addition, we supply home improvement retailers with standard metal panels which are then sold to customers or contractors in the "Do-It-Yourself", or DIY, market.

Specialty Coated Metals

We manufacture and sell specialty coated aluminum and steel that is further fabricated by our commercial customers. We purchase coil from primary metal producers, which is then coated through a roll-coating painting process before being sold for further fabrication by customers. We primarily focus on niche products that have difficult technical and quality requirements such as rolled aluminum with unique colors and patterns, advanced finishes and higher-end panels. The market for specialty painted coils is fragmented and diverse with demand driven primarily by commercial construction trends.

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Recreational Vehicle Products

We manufacture and sell components for use in the production of RV exteriors to all major RV OEMs. These products include painted aluminum coils, roll formed aluminum panels and exterior wall panels (typically a fiberglass reinforced panel). Aluminum panels sold to our customers are initially painted at one of our coil coating lines, and are then either delivered directly to customers or further fabricated. There are two distinct segments in the RV market: products for (i) motorhomes and (ii) towable RVs. Motorhomes are motorized RVs, whereas towable RVs are towed by automobiles and light trucks.

Demand for our RV products is driven by a number of factors, including, but not limited to disposable income, interest rates, general economic conditions, fuel costs, as well as demographic trends relating to consumers in the 55 through 74 year old age group, who constitute a significant source of demand for RV products. We primarily supply the lower price point aluminum towable RV market in the United States, which has historically been more stable relative to motorhomes. In Europe, we focus on both towables and motorhomes. Our coating capabilities in the United States and in Europe provide a distinct technological and competitive advantage over other suppliers. These capabilities enable us to paint a stripe or other decorative pattern directly onto the aluminum sheet according to customer specifications.

Other Products

In addition to serving our three principal end markets, we have taken advantage of available manufacturing capacity and leveraged our expertise to develop and sell new products into other markets. We develop and manufacture various metal-based products, including windows sold to bus manufacturers, specialty coated metals for the appliance and transportation markets, and engineered transportation components sold to transportation suppliers. Our auto component products include seat rails made of extruded aluminum, aluminum extruded frames, and custom made sunroofs.

We have also emphasized sales of painted aluminum coil into specialty applications. For example, we sell wide painted aluminum into the container market, which improves aesthetics and enables customers to reduce application costs by avoiding seams on their interior panels.

Aluminum Siding and Roofing

Europe

In Europe, we serve substantially all major RV OEMs with aluminum exteriors. We serve our customers from one location in Corby, United Kingdom, and one location in Roermond, the Netherlands. Overall, the European RV market is more regionally focused than the U.S. market and country preferences have a significant impact on RV purchases.

United States

We are a national supplier of exterior aluminum siding to the RV industry with multiple locations throughout the United States. We paint the majority of our coils internally, which we believe provides us with a cost advantage. We also serve the U.S. RV exterior market, including all major, multi-location North American OEMs. Our two Indiana facilities are strategically located to service the market as a majority of all North American RVs are produced within Indiana. However, we are the only supplier with a network of locations producing aluminum siding outside of Indiana, providing us with what we believe is a significant competitive advantage in servicing our customers on a national basis.

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Customer Groups

Within our three principal end markets, we sell our products to a diverse array of customer groups operating in different industries. The following chart illustrates the distribution of net sales among different customer groups.



	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
OEMs	24.3	%	24.1	%	24.2	%
Home Improvement Retailers	20.6	%	22.1	%	21.7	%
Industrial and Architectural Contractors	17.1	%	18.0	%	17.7	%
Rural Contractors	16.6	%	16.3	%	17.2	%
Distributors	11.6	%	10.7	%	10.9	%
Home Improvement Contractors	5.8	%	4.9	%	4.3	%
Manufactured Housing Producers	4.0	%	3.9	%	4.0	%
	100.0	%	100.0	%	100.0	%

We believe we have a diverse customer base, and our top ten customers, on a combined basis, represented approximately 33.3% of our 2014 net sales. In fiscal year 2014, our two largest customers, The Home Depot® and Lowe's®, accounted for approximately 12.4% and 5.4% of our net sales, respectively.

Original Equipment Manufacturers

We supply OEMs, such as RV, holiday home, manufactured housing and transportation industry manufacturers. Our principal OEM customers are described below:

Recreational Vehicle Manufacturers. We supply various aluminum products to RV manufacturers in the United States and Europe including aluminum siding, roofing and accessories. In addition, we supply laminated aluminum and fiberglass panels to RV manufacturers.

Commercial Panel Manufacturers. We sell painted aluminum coil to customers who produce commercial building panels. These panels become part of a total package of commercial building wall panels and facades.

Transportation Industry Manufacturers. In addition to supplying RV manufacturers and commercial panel manufacturers, we also supply manufacturers in the transportation industry in Europe with windows, sunroofs, frames and various other components fabricated from aluminum extrusions.

Other Manufacturers. We also use our decorative and coil coating capabilities for products supplied to producers of transport containers.

Home Improvement Retailers

Our home improvement retail customers supply the well-established DIY market in the United States, Canada and the United Kingdom. In the United States, we sell building and construction products. In the United Kingdom, we sell patio doors, vinyl windows and residential entry doors. Home improvement retailers include small hardware stores, large cooperative buying groups, lumberyards and major home improvement retailers.

Industrial and Architectural Contractors

We sell various products to the architectural and industrial contractor markets including standing seam panels, siding, painted coil, soffit and fascia. These products are primarily produced from galvanized steel or aluminum.

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Rural Contractors

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

Distributors

We sell to distributors who distribute to smaller contractors and act as service centers for the next tier of customers in both the United States and Europe. Residential building products sold through distributors include a wide range of shower enclosures, metal roof flashing materials, painted aluminum trim coil, raincarrying systems, fascia/soffit systems and drip edges.

Home Improvement Contractors

We sell a variety of products, the most significant of which are raincarrying systems and vinyl replacement windows, to home improvement contractors. Other products sold to home improvement contractors include awnings, lattice systems, metal roofing, shower doors and patio and entrance doors. In the United States, we offer a full complement of vinyl replacement windows.

Manufactured Home Producers

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

Sales and Marketing

Our products and services are sold primarily by our sales personnel and outside sales representatives located throughout North America, Europe and Asia. We have organized sales and customer service teams to focus on specific customer segments and national accounts to allow us to provide enhanced customer solutions, which we believe improves our ability to improve our customer experience and increase the revenues that we generate from those customers.

Seasonality

Our sales volumes have historically been higher in the second and third quarters due to the seasonal demand of the building products markets served. First and fourth quarter sales volumes are generally lower primarily due to reduced repair and remodel activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in our geographic end markets, as well as customer plant shutdowns in the RV and automotive industries during holidays and model changeovers.

Backlog

Our total backlog of orders as of December 31, 2014 and December 31, 2013 was $47.3 million and $53.7 million, respectively. We expect we will be able to fill our backlog in the next 12 months.

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Manufacturing Processes

Our manufacturing processes employ a variety of equipment and several types of facilities. Our manufacturing process generally begins with painting aluminum or steel coil through a process known as roll-coating. Once coated, the aluminum or steel is further fabricated through selected processes which include tension leveling, embossing, slitting, rollforming, brake pressing, notching and bending. These processes complete the appropriate steps to fabricate a finished product. Our coating and fabrication capabilities are described in more detail as follows:

Coating (painting and anodizing). Roll-coating is the process of applying a variety of liquid coatings (primarily paint) to bare aluminum or steel coil, providing a baked-on finish that is both protective and decorative. We have three coating lines in the United States and five in Europe. Two of the coating lines in the United States are primarily utilized for internal processing, while one coating line in the United States and the five coating lines in Europe, located within two facilities, are utilized to supply roll-coated products to both internal and external customers.

Anodizing is an electrochemical process that alters an aluminum surface through a controlled and accelerated oxidation process, which, if desired, may also color the material. Anodizing provides a high quality architectural finish to aluminum extrusions, which is demanded by certain customers. Anodizing is a key manufacturing process we offer in our Montreuil-Bellay facility included in the European Engineered Products segment, which fabricates automotive parts and extrusions used in the transportation industry.

Fabrication. After coating, the slit or uncut coil 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, embossers and expanding machinery for a variety of applications. Production machinery also includes equipment to bend, notch and cut aluminum and vinyl extrusions required, together with glass, for the assembly of windows and doors.

Raw Materials

Our main raw material purchases consist primarily of aluminum and steel, and, to a lesser extent, paint, glass, copper and vinyl. Aluminum and steel accounted for approximately 76% of our raw material costs for the year ended December 31, 2014. We sold approximately 173 million pounds of aluminum and 216 million pounds of steel during the year ended December 31, 2014. All of our raw materials are sourced from external suppliers who are located primarily in the United States and Europe.

We purchase our steel and aluminum sheet requirements from several foreign and domestic aluminum and steel mills. We believe there is sufficient supply in the market place to competitively source all of our requirements without reliance on any particular supplier. To assure continuity of supply, we may negotiate contracts for minimum annual purchases of aluminum from several suppliers. Commitments for minimum annual purchases are typically at a market price. At December 31, 2014, we did not have any such minimum purchase commitments outstanding. In addition, to ensure a margin on specific customer orders, we may commit to purchase aluminum ingot or coil at a fixed market price for future delivery. At December 31, 2014, such fixed price purchase commitments were approximately $7.4 million.

Approximately 53% and 27% of our net sales in 2014 were derived from sales of aluminum and steel products, respectively. Both of these raw materials are subject to a high degree of volatility caused by, among other items, the relationship of world supply to world demand, the relationship of the U.S. dollar to other currencies, and the imposition of import and export tariffs. Historically, prices at which we sell aluminum and steel products tend to fluctuate with corresponding changes in the prices paid to suppliers for these raw materials. Supplier price increases and decreases are typically passed on to customers, but not always, due to competition and the market for alternative products. Accordingly, our net sales and margins attributable to aluminum and steel products may fluctuate, with little or no change in the volume of shipments. See "Item 1A. Risk Factors— Risks Related to Our Business—Our financial performance is affected by the prices of our key raw materials, particularly aluminum and steel. Price fluctuations relating to aluminum and steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows and limit our operating flexibility."

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Intellectual Property

We rely on a combination of patents, trademarks, trade secrets, other intellectual property rights, and other protective measures to protect our proprietary rights. We do not believe that any individual item of our intellectual property portfolio is material to our current business. We have licensed, and may license in the future, certain intellectual property and technology from third parties. See "Item 1A. Risk Factors—Risks Related to Our Business—We may be unable to protect our intellectual property rights, and we may be subject to intellectual property litigation and infringement claims by third parties."

Competition

We believe the principal competitive factors affecting our business are market diversity, customer diversity, geographic diversity, product and material diversity and the potential proliferation of low-cost competition. We believe that we are well positioned to compete with regard to each of these factors in each of the core markets in which we operate.

We have leading market positions in many of our core product markets. We have historically utilized our strong market positions and operating platforms to grow our business through both organic initiatives and acquisitions, and to improve our profitability. In certain fragmented markets, we are a national supplier to a broad customer base. We have focused on both introducing new products to our existing customer base and selling existing products into new markets and regions in order to facilitate new customer relationships.

In the residential end market, which includes roof drainage products, our competitors in all three selling channels (home improvement retailers, distributors and contractors) are fragmented and only have regional distribution capabilities. Selected competitors include Gibraltar Industries, Spectra and Royal-Apex Manufacturing Company, Inc. The U.S. RV OEM end market is a small, concentrated industry with a handful of large-scale competitors including Foremost and Drew Industries. In Europe, the market is similarly concentrated with primary competitors being Hartal and Eltherington Group Ltd., to which we supply certain products. The commercial end market includes the agricultural and industrial sectors. The agricultural market is extremely fragmented in the U.S. Our primary competitors are Metal Sales Manufacturing Corp., McElroy, Central States and Union Corrugating. In the architectural market, which is also highly fragmented, CENTRIA Architectural Systems, Metal Sales Manufacturing Corp., NCI and Peterson Aluminum Corporation are our principal competitors. In the industrial market, particularly in Europe, we occasionally compete with vertically integrated aluminum mills such as Novelis Inc., Hydro Aluminum, Alcoa and Hulett.

Environmental, Health and Safety Matters

Our manufacturing operations are subject to a range of federal, state, local and foreign environmental and occupational health and safety laws and regulations, including those relating to air emissions, wastewater discharges, the handling and disposal of solid and hazardous waste and substances, and the remediation of contamination associated with the current and past use of hazardous substances or other regulated materials. We may not be, at all times, in full compliance with all such requirements. Many of our operations require environmental permits and controls pursuant to these laws and regulations to prevent and limit pollution. These permits contain terms and conditions that impose limitations on our manufacturing activities, production levels and associated activities and periodically may be subject to modification, renewal and revocation by issuing authorities. We believe we are in compliance in all material respects with all applicable permit requirements. Historically, the costs of achieving and maintaining compliance with environmental and health and safety requirements have not been material costs. However, the operation of manufacturing plants entails risks in these areas, and a failure by us to comply with applicable environmental, health and safety laws, rules and regulations, including permit requirements, could result in civil or criminal fines, penalties, enforcement actions, third party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, including the installation of pollution control equipment or remedial actions. While the amount of such liability could be material, we conduct our current operations in a manner intended to reduce the risks of such liability.

Under certain of these laws and regulations, such as the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), known as the Superfund law, and its state law analogs, we may be held liable for releases of hazardous substances on or from our current or former properties or any offsite disposal location to which we may have sent waste. Such liability may include cleanup costs, natural resource damages and associated transaction costs. Liability under these laws can be joint and several, and can be imposed without regard to fault or the lawfulness of the actions that led to the release at the time they occurred.

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Pursuant to these laws, we have been named as a potentially responsible party in state and federal administrative and judicial proceedings seeking contribution for costs associated with the investigation, analysis, correction and remediation of environmental conditions at eleven third party hazardous waste disposal sites. Pursuant to the terms of the Alumax acquisition agreement, subject to certain terms and limitations, Alumax (and its successors) has agreed to indemnify us for all of the costs associated with each of these eleven sites as well as for all of the costs associated with nine additional sites to which we may have sent waste for disposal but for which we have not received any notice of potential responsibility. Our ultimate liability will depend on many factors, including our volumetric share of the waste at a given site, the remedial action required, the total cost of remediation, the financial viability and participation of the other entities that also sent waste to the site and Alumax's willingness or ability to honor its indemnification obligations.

We are not currently conducting any investigation or remediation of contamination at facilities we own or operate. Potential liabilities of this kind are not subject to indemnification by Alumax. Once it becomes probable that we will incur costs in connection with remediation of a site and such costs can be reasonably estimated, we establish or adjust our reserve for our projected share of these costs. As of December 31, 2014, we had no reserves recorded for environmental matters, as we believe any potential liability is both remote and not reasonably estimable. However, the estimation of environmental liabilities is subject to uncertainties, including the scope and nature of contamination conditions, the success of remediation technologies being employed, new or changes to environmental laws, regulations or policies, future findings of investigation or remediation actions, alteration to expected remediation plans, or the number, financial condition and cooperation of other potentially responsible parties. In the event that we are responsible for environmental cleanup costs, any actual liabilities that exceed our reserves may have a material and adverse effect on our financial condition and, in particular, our earnings. In addition, we may incur significant liabilities under cleanup laws and regulations in connection with environmental conditions currently unknown to us relating to our existing, prior, or future sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired.

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

Compliance with environmental, and occupational health and safety laws and regulations can be costly, and we have incurred and will continue to incur costs, including capital expenditures, to comply with these requirements. In addition, these laws and regulations and their interpretation or enforcement are constantly evolving and have tended to become more stringent over time, and the impact of these changes on our business, financial condition, results of operations or cash flows are impossible to predict. For example, legislation and regulations limiting emissions of greenhouse gases, including carbon dioxide associated with the burning of fossil fuels, are at various stages of consideration and implementation, and if fully implemented, could significantly increase the price of the raw materials for and energy used to produce our products. If our compliance costs increase and are passed through to our customers, our products may become less competitive than other materials, which could reduce our sales, perhaps materially. Our costs of compliance with current and future environmental requirements could materially and adversely affect our business, financial condition and results of operations, prospects and cash flows.

Employees

As of December 31, 2014, we had approximately 1,784 employees, of which approximately 645 (36%) were employed in Europe and approximately 1,139 (64%) were employed in the United States and Canada. Of these employees, approximately 30% were salaried and 70% were hourly employees.

As of December 31, 2014, approximately 10.4% of our labor force was represented by collective bargaining agreements and an additional 31.7% of our labor force was represented by works councils.

We are not a party to any material pending labor proceedings and believe that our relationship with employees is good.

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Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to such reports filed with or furnished to the SEC under Section 13(a) or 15(b) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, will be available free of charge on the SEC's website at www.sec.gov and on our website at www.euramax.com, as soon as reasonably practicable after they are filed with, or furnished to, the SEC. The information on our website is not incorporated into our SEC filings.

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Item 1A.	RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the following factors, any of which could materially and adversely affect our business, financial condition or results of operations in future periods. The risks described below are not the only risks facing our company. Additional risks that apply to all companies generally, not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods. We can provide no assurance and make no representation that our mitigation efforts although we believe they are reasonable, will be successful. Information contained in this section may be considered "forward-looking statements." See "Cautionary Statement Regarding Forward-Looking Statements" for a discussion of certain qualifications regarding such statements.

Risks Related to Our Business

Demand for our products is cyclical and seasonal, and reduced demand in our end markets is likely to adversely affect our profitability and cash flow.

Demand for many of our products is cyclical and seasonal in nature. Because the ultimate end users of our products are most typically individuals electing whether to make discretionary expenditures, our results are affected by various macroeconomic trends which affect consumer confidence and access to financing. Sales of our residential building products for repair, remodel and replacement applications depend upon the availability of home equity and consumer financing, low interest rates, the turnover and aging of housing stock, wear and tear, weather damage and consumer sentiment. Sales of our commercial building products are affected by, among other things, consumer confidence, interest rates, consumer disposable income, the strength of agricultural markets, consumer access to affordable financing and commercial construction trends. Demand for our RV products is driven by trends in disposable income, interest rates and general economic conditions, as well as demographic trends relating to consumers in the 55 through 74 year old age group, who constitute a significant source of demand for RV products. Demand for RV products can also be affected by gasoline prices. Adverse trends in these and other cyclical factors are likely to materially reduce demand for and sales of our products. Moreover, simultaneous declines in multiple end markets could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

Our business, financial condition, results of operations, prospects and cash flows have been and in the future may be materially and adversely affected by U.S. and international general economic conditions.

Many aspects of our business, including demand for our products and the pricing and availability of raw materials, are affected by global general economic conditions and, specifically, economic conditions in the U.S. and Europe. General economic conditions and predictions regarding future economic conditions also affect our business strategies, and a decrease in demand for our products or other adverse effects resulting from an economic downturn affecting our geographic end markets may cause us to fail to achieve our anticipated financial results. General economic factors beyond our control that affect our business and end-markets include interest rates, inflation, deflation, consumer credit availability, consumer debt levels, consumer confidence, employment levels, business confidence levels, housing markets, energy costs, tax rates and policy, unemployment rates, commencement or escalation of war or hostilities, the threat or possibility of war, terrorism or other global or national unrest, political or financial instability, and other matters that influence spending by our customers and in our end markets. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency or increase in magnitude.

Our business is particularly affected by recessionary conditions in our markets. Beginning in the fall of 2008 and continuing through 2009 and into 2014, the global economy entered a financial crisis and severe global recession, which materially and adversely impacted our business and the businesses of our customers. Volatile capital and credit markets, declining business and consumer confidence and increased unemployment precipitated a continuing economic slowdown. The economic slowdown decreased demand for the products offered by our customers, resulting in decreased sales volumes and reduced earnings. The severe downturn affected all of our end markets, ultimately required us to restructure our debt in June 2009 and caused our then-existing equity holders to lose the full value of their investment. There can be no assurance that economic conditions will improve or that the conditions that affected us beginning in the fall of 2008 and during 2009 will not recur. Continued adverse economic conditions could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

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A decline in our relations with our key customers or the amount of products they purchase from us could materially adversely affect our business, financial position, results of operations, prospects and cash flows.

Our business depends on our ability to maintain positive relations with our key customers. In 2014, our two largest customers, The Home Depot® and Lowe's®, accounted for approximately 12.4% and 5.4% of our net sales, respectively, and our top ten customers combined accounted for approximately 33.3% of our net sales. Although we have established and maintain significant long-term relationships with our key customers, we cannot assure you that all of these relationships will continue or will not diminish. In addition, we generally do not enter into long-term contracts with our customers and they generally do not have an obligation to purchase products from us. The loss of, or a diminution in, our relationship with any of our largest customers would have a material adverse effect on us. In addition, the loss of any of our largest customers in any of our business segments could have a material adverse effect on the results of operations of that segment.

Our competitors may adopt more aggressive sales or pricing policies and devote greater resources to the development, promotion and sale of their products than we do, which could result in a loss of customers. Generally, our customers are price sensitive, which could further lead to the loss of customers if our prices do not remain competitive. The loss of, or a reduction in orders from, any significant customers, losses arising from customer disputes regarding shipments, fees, merchandise condition or related matters, or our inability to collect accounts receivable from any major customer could have a material adverse effect on our business. Customers accounting for a significant amount of our revenues may also become more resistant to price changes as their purchase volumes increase relative to our other customers, limiting our ability to increase prices to these customers and eroding our margins. Also, revenue from customers that have accounted for significant revenue in past periods, individually or as a group, may not continue in future periods or, if continued, may not reach or exceed historical levels in any period.

Further, we have no operational or financial control over our customers and have limited influence over how they conduct their businesses. If any of these customers fail to remain competitive in their respective markets or encounter financial or operational problems, our revenue and profitability may decline. Market conditions could also result in our significant customers experiencing financial difficulties. We are exposed to the credit risk of our customers, and their failure to meet their financial obligations when due because of their bankruptcy, lack of liquidity, operational failure or other reasons could result in decreased sales and earnings for us. The decreased availability of consumer credit resulting from the financial crisis, as well as general unfavorable economic conditions, may cause consumers to further decrease their spending, which would reduce the demand for the products of our customers, which would affect our sales and cash flow.

Certain of our customers have been expanding and may continue to expand through consolidation and internal growth, potentially increasing their buying power, which could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows. Certain of our customers are large companies with significant buying power. In addition, potential further consolidation among our customers could enhance the ability of these customers to seek more favorable terms, including pricing, for the products that they purchase from us. Accordingly, our ability to maintain or raise prices in the future may be limited, including during periods of raw material and other cost increases. See "—Our financial performance is affected by the prices of our key raw materials, particularly aluminum and steel. Price fluctuations relating to aluminum and steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows and limit our operating flexibility." If we are forced to reduce prices or to maintain prices during periods of increased production costs, or if we lose customers because of pricing or other methods of competition, our business, financial condition, results of operations, prospects and cash flows may be materially and adversely affected.

Our financial performance is affected by the prices of our key raw materials, particularly aluminum and steel. Price fluctuations relating to aluminum and steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows and limit our operating flexibility.

The manufacture of our products requires substantial amounts of raw materials, which consist principally of aluminum and steel and, to a lesser extent, paint, glass, copper and vinyl. Approximately 76% of our raw material costs in 2014 consisted of the cost of aluminum and steel. Our manufacturing operations and our financial performance is affected to a substantial extent by the market prices for these raw materials.

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Aluminum and steel are cyclical commodities with prices subject to global market forces of supply and demand and other related factors. Such factors include speculative activities by market participants, production capacity, strength or weakness in key end markets such as housing and transportation, political and economic conditions and production costs in major production regions. Prices have been historically volatile. Changes in the prices of aluminum and steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

We have historically priced our products by reference to raw material costs and generally we seek to pass through raw material price increases to our customers. However, due to the uncertainty of aluminum and steel prices and the time between material purchases and product sales, we cannot assure you that we always will be able to successfully pass through such price increases on timing and in amounts to our customers in order to fully offset the effects of high raw materials costs through productivity improvements. For example, if we cannot pass increases in the cost of raw materials to our customers, higher prices could cause our customers to consider competitors' products, some of which may be available at a lower cost. Additionally, where a competitor had previously purchased a large quantity of raw materials into inventory at a lower price, such a competitor could afford to pass on savings from subsequently higher prices to its customers. We also risk purchasing materials for delivery commitments to customers who later file for bankruptcy protection or repudiate or cancel their purchase agreement with us during a falling price environment, causing us to take delivery of raw materials at an above market cost. As a result, to the extent that the time lag associated with a price increase pass through becomes significant, such increases may have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

Where changes in aluminum and steel prices are passed through to our customers, increases or decreases in aluminum and steel prices will cause corresponding increases and decreases in reported net sales, causing fluctuations in reported revenues that may be unrelated to our level of business activity. For example, our results during 2014, 2013 and 2012 were significantly affected by fluctuations in aluminum and steel prices. Accordingly, any change in the price of aluminum and/or steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

Our performance is dependent on the continued availability of necessary raw materials, particularly aluminum and steel.

We are dependent on the continued availability of critical raw materials, particularly aluminum and steel. The supply and demand for these critical raw materials are subject to cyclical price fluctuations and other market disturbances, including supply shortages. We purchase a majority of our steel from domestic steel producers, but we have no long-term contracts with any steel suppliers and we generally purchase steel at market prices. In the event of an industry-wide general shortage of raw materials we use, or a shortage or discontinuation of certain types of raw materials, we may not be able to arrange for alternative sources of such raw materials and products. The number of available suppliers has been reduced in recent years due to industry consolidation and bankruptcies affecting steel and metal producers and this trend may continue.

If we are required to utilize alternative suppliers, this could cause delays in the delivery of such raw materials and possible losses in revenue. Also, alternative suppliers may not be available, or may not provide their products and services at similar or favorable prices. Additionally, increased demand from other countries such as China has put upward pressure on the market prices for raw materials. We also purchase raw materials on a regular basis in an effort to maintain our inventory at levels that we believe are sufficient to satisfy the anticipated needs of our customers based upon historic buying practices and market conditions. However, we cannot assure you that there will always be an adequate supply to meet our demand for aluminum and steel, and we are subject to the risk of lost revenue in the event that we cannot obtain quantities of aluminum and steel necessary to meet customer demand. Interruptions in the operations of our suppliers due to labor or production problems, delivery interruptions, fires, floods, explosions, environmental issues, other Acts of God or other events could disrupt the supply of raw materials. Any disruption in the supply of aluminum and/or steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows, including temporarily impairing our ability to manufacture our products for our customers or requiring us to pay higher prices in order to obtain aluminum and/or steel from other sources, which could affect our net sales and profitability.

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Due to our reliance on unique fabrication techniques for the niche markets we serve, our business is subject to risks associated with manufacturing processes.

We manufacture most of our products at our own production facilities. Any loss of the use of all or a portion of certain of our facilities due to, among other items, accidents, fires, explosions, labor issues, adverse weather conditions, natural disasters such as floods, tornadoes, hurricanes, ice storms and earthquakes, supply interruptions, transportation interruptions, human error, mechanical failure, terrorist acts, power outages, discharges or releases of toxic or hazardous substances or gases, storage tank leaks and other environmental issues, or otherwise, whether short or long-term, could have a material adverse effect on us and our operations. As such events occur, we may experience substantial business losses, production delays, third party lawsuits and significant repair costs, as well as personal injury and/or loss of life, which could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows.

In addition, unexpected failures of our equipment and machinery may result in production delays, revenue loss and significant repair costs, as well as injuries to our employees. Any interruption in production capability may require us to make large capital expenditures to remedy the situation, which could have a negative impact on our profitability and cash flows. A loss or interruption of production at certain of our facilities, such as our manufacturing facilities in the Netherlands or Pennsylvania, U.S., could significantly disrupt our operations and affect a large number of customers, decreasing our revenues. Moreover, there are a limited number of manufacturers that make the machines we use in our business. Because we supply certain of our products to OEMs, a temporary or long-term business disruption could result in a permanent loss of customers, who may be required to seek alternate suppliers. If this were to occur, our future sales levels, and therefore our business, financial condition, results of operations, prospects and cash flows, could be materially and adversely affected.

We are also subject to losses associated with equipment shutdowns, which may be caused by the loss or interruption of electrical power to our facilities due to unusually high demand, blackouts, adverse weather, equipment failure or other catastrophic events. Losses caused by disruptions in the supply of electrical power could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows. See "—Losses caused by disruptions in the supply of power or increases in energy costs would adversely affect our operations."

Our production facilities are located throughout North America and Europe. In the future, we may construct new manufacturing plants or repair or refurbish existing plants. Delays in the construction, repair and refurbishment of a manufacturing plant can occur as a result of events such as insolvency, work stoppages, other labor actions or "force majeure" events experienced by the companies working on the plants that are beyond our control. Any termination or breach of contract following such an event may result in, among other things, the forfeiture of prior deposits or payments made by us, potential claims and impairment of losses. A significant delay in the construction of a new plant or repair of an existing plant could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

Losses caused by disruptions in the supply of power or increases in energy costs would adversely affect our operations.

We use large amounts of electricity, natural gas and other energy sources to operate our manufacturing facilities. Any loss of power which reduces the amperage to our equipment or causes an equipment shutdown would result in a reduction in production volume. Interruptions in the supply of electrical power to our facilities can be caused by a number of circumstances, including unusually high demand, blackouts, equipment or transformer failure, human error, natural disasters or other catastrophic events. If such a condition were to occur, we may lose production for a prolonged period of time and incur significant losses. In addition, the volatility in costs of fuel, principally natural gas, and other utility services, principally electricity, used by our production facilities affect operating costs. Fuel and utility prices have been, and will continue to be, affected by factors outside our control, such as supply and demand for fuel and utility services in both local and regional markets and the potential regulation of greenhouse gases. Future increases in fuel and utility prices may have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

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The insurance that we maintain may not fully cover all potential exposures.

We maintain property, casualty and workers' compensation insurance, but such insurance does not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including liabilities for environmental compliance or remediation. In addition, from time to time, various types of insurance for companies in our industries have not been available on commercially acceptable terms or, in some cases, have not been available at all. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain.

Consistent with market conditions in the insurance industry, premiums and deductibles for some of our insurance policies have been increasing and may in the future increase substantially. In some instances, some types of insurance may become available only for reduced amounts of coverage, if at all. In addition, there can be no assurance that our insurers would not challenge coverage for certain claims. Moreover, in some instances our insurers may become insolvent and could be unable to pay claims that are made in the future. If we were to incur a significant liability for which we were not fully insured or that our insurers disputed, it could have a material adverse effect on our financial condition. Even with insurance with sufficient coverage, we may still experience a significant interruption to our operations as discussed above. We also cannot assure you that we will maintain or renew our insurance on comparable terms or in sufficient amounts in the future.

We operate in highly competitive markets and our failure to compete effectively may adversely affect our business, financial condition, results of operations, prospects and cash flows.

The markets in which we operate are highly competitive. In the United States, we face competition in each of our business segments from both large and small companies. In Europe, our competitors include a number of integrated companies in the coil coating business. Other smaller companies compete with us in the building and construction, RV and transportation markets in Europe, both on a regional basis and on a pan-European basis. Some of our competitors are larger than us and as a result may have significantly greater financial, marketing and technical resources and greater purchasing power than we do. These competitors may be better able to withstand reduced revenues and adverse industry or economic conditions. Further, new competitors could emerge from within North America, Europe or globally. Due to the competitiveness in the various markets in which we operate, we may not be able to increase prices for our products to cover increases in our costs, including increases in raw material costs, or we may face pressure to reduce prices, which could materially and adversely affect our profitability. If we do not compete successfully, our business, financial condition, results of operations, prospects and cash flows could be materially and adversely affected.

Competitive factors in our industry include, without limitation, the importance of customer loyalty, changes in market penetration, increased price competition, the introduction of new products, services and technology by existing and new competitors, changes in marketing, product diversity, sales and distribution capabilities and the ability to supply products to customers in a timely predictable manner. Further, we believe that branding is not a significant factor in the sale of many of our products to the end user and the barriers to entry resulting from product branding are therefore lower. In addition, because we do not have long-term contractual arrangements with many of our customers, these competitive factors could cause our customers to cease purchasing our products and shift suppliers.

In addition, our competitors may develop products that are superior to our products or may adapt more quickly to new technologies or evolving customer requirements. Technological advances by our competitors may lead to new material substitutions that are superior to aluminum, steel, copper and vinyl or that may make our products obsolete. New manufacturing techniques developed by competitors may make it more difficult for us to compete. For example, during the 1980s, fiberglass siding was introduced as an alternative to aluminum and took considerable market share in the U.S. RV products end market. Consolidation of our competitors or customers may also adversely affect our businesses. Furthermore, global competition and customer demands for efficiency will continue to make price increases difficult. Because we are largely affected by customer needs and demands, we face uncertainties related to downturns or financial difficulties in our customers' businesses and unanticipated customer production shutdowns or curtailments.

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We are dependent on information technology in our operations. If our computer systems fail or if we are unable to protect our information systems against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to support all aspects of our geographically diverse business operations. In particular, we depend on our information technology infrastructure for electronic communications among our locations around the world and between our personnel and other customers and suppliers. Such systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches and natural disasters.

We may experience problems with the operation of our information technology systems that could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved, affecting our ability to realize projected and expected cost savings and causing significant loss. Damage or interruption to our computer systems may require a significant investment to fix or replace them, and we may suffer interruptions in our operations in the interim. A prolonged interruption or failure of any of our systems or their connective networks could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

Additionally, a compromise of our security systems resulting in unauthorized access to certain personal information about our customers or distributors could adversely affect our corporate reputation with our customers, distributors and others, as well as our operations, and could result in litigation against us or the imposition of penalties. Security breaches of this infrastructure can create system disruptions, shutdowns or unauthorized disclosure of confidential information. If we are unable to prevent such breaches, our operations could be disrupted, or we may suffer financial damage or loss because of lost or misappropriated information. In addition, most states have enacted laws requiring companies to notify individuals and often state authorities of data security breaches involving their personal data. These mandatory disclosures regarding a security breach often lead to widespread negative publicity, which may cause our customers to lose confidence in the effectiveness of our data security measures. Any security breach, whether successful or not, would harm our reputation and brand, and it could cause the loss of customers. A security breach could also require that we expend significant additional resources related to our information security systems.

We also rely heavily on our information technology staff. If we cannot meet our staffing needs in this area, we may not be able to fulfill our technology initiatives while continuing to provide maintenance on existing systems. We rely on certain software vendors to maintain and periodically upgrade many of these systems so that they can continue to support our business. The software programs supporting many of our systems were licensed to us by independent software developers. The inability of these developers or us to continue to maintain and upgrade these information systems and software programs would disrupt or reduce the efficiency of our operations if we were unable to convert to alternate systems in an efficient and timely manner. In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology, including our Enterprise Resource Planning (ERP) system, or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations. Additionally, any systems failures could impede our ability to timely collect and report financial results in accordance with applicable laws and regulations.

Our business is subject to seasonality, with our highest sales volumes historically occurring during our second and third quarters.

Our business is subject to seasonality, with the second and third quarters historically accounting for our highest sales volumes. As a result, quarter-to-quarter comparisons of our sales and operating results should not be relied on as an indication of future performance, and the results of any quarterly period may not be indicative of expected results for a full year. Additionally, this seasonality affects how we manage our cash flows over the course of the year. For example, our working capital needs are typically at their highest during the second and third quarters.

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Adverse weather conditions could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

Unusually prolonged periods of cold, rain, blizzards, hurricanes or other severe weather patterns could delay, halt or postpone renovation and construction activity leading to reduced revenues in the seasonally high sales months of the second and third quarters. An unusually severe winter can also lead to reduced construction, repairing and remodeling activity and exacerbate the seasonal decline in our sales, cash flows from operations and results of operations during the first and fourth quarters. For example, demand from contractors, builders and lumber yards in the commercial construction markets we serve was negatively impacted by excessive snowfall and extreme weather conditions throughout many of our core sales territories during the first and fourth quarters of 2013. Demand was further impacted by severe winter weather in the first quarter of 2014. If sales were to fall substantially below levels we would normally expect during certain periods, our financial results would be adversely impacted.

We may be unable to protect our intellectual property rights, and we may be subject to intellectual property litigation and infringement claims by third parties.

We rely on a combination of patents, trademarks, trade secrets, proprietary technology and technology advancements to maintain competitiveness in the market and to protect our branded products. We have licensed, and may license in the future, certain intellectual property and technology from third parties. Despite our efforts to protect our proprietary rights, third parties, including our competitors, may copy or otherwise obtain and use our products or technology. It is difficult for us to monitor unauthorized uses of our products or technology and we may not be able to adequately minimize damages to us from these violations. Failures to protect our intellectual property could have a material adverse effect on the competitiveness or profitability of our business. The steps we have taken may not prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. Further, we may not be able to deter current and former employees, contractors and other parties from breaching confidentiality obligations and misappropriating proprietary information. In addition, we cannot guarantee that our applications for registered protection will be accepted by the relevant registries or that courts will find any resulting registrations to be valid. If third parties take actions that affect our rights or the value of our intellectual property, similar proprietary rights or reputation, or we are unable to protect our intellectual property from infringement or misappropriation, other companies may be able to use our intellectual property to offer competitive products at lower prices and we may not be able to effectively compete against these companies. In addition, if any third party copies or imitates our products, in a manner that projects a lesser quality or carries a negative connotation, this could have a material adverse effect on our goodwill in the marketplace because it would damage the reputation of our products generally, whether or not it violates our intellectual property rights.

In addition, we face the risk of claims that we are infringing third parties' intellectual property rights. Although we believe that our intellectual property rights are sufficient to allow us to conduct our business without incurring liability to third parties, from time to time we are involved in legal proceedings that arise relating to intellectual property, and we can give no assurance that claims or litigation asserting infringement by us of intellectual property rights will not be initiated in the future seeking damages, payment of royalties or licensing fees, or an injunction against the sale of our products, or that we would prevail in any litigation or be successful in preventing such judgment. Any such claim, even if it is without merit, could be expensive and time-consuming to defend; could cause us to cease making, using or selling certain products that incorporate the disputed intellectual property; could require us to redesign our products, if feasible; and could divert management's time and attention, each of which could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows. In the event a claim of infringement against us is successful, we may be required to pay royalties or license fees to continue to use the applicable technology or other intellectual property rights or may be unable to obtain necessary licenses from third parties at all, or at a reasonable cost or within a reasonable time.

In the future, we may also rely on litigation to enforce our intellectual property rights and contractual rights and, if not successful, we may not be able to protect the value of our intellectual property. Regardless of the outcome, any litigation, whether commenced by us or third parties, could be protracted and costly and could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

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

We face exposure to product liability claims in the event that the use of our products is alleged to have resulted in injury or other adverse effects. We currently maintain product liability coverage, but we may not be able to continue to maintain such insurance on acceptable terms in the future, if at all, or ensure that any such insurance provides adequate coverage against potential claims. Product liability claims can be expensive to defend and may divert management or other personnel for months or years regardless of the ultimate outcome. An unsuccessful product liability defense could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

We also provide warranties on certain products and are subject to potential warranty claims to the extent that products we manufacture are defective. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. We provide accruals for warranties based on historical experience and expectations of future occurrence. We may experience increased costs of warranty claims if our products are manufactured or designed defectively. Our warranty accruals may be insufficient or we could in the future become subject to a significant and unexpected warranty expense, which could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

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

Our manufacturing operations are subject to a range of federal, state, municipal, local, and foreign environmental and occupational health and safety laws and regulations, including those relating to air emissions, wastewater discharges, the handling and disposal of solid and hazardous waste and hazardous substances, and the remediation of contamination associated with the current and past use of hazardous substances or other regulated materials. We may not be, at all times, in compliance with all such requirements. Many of our operations require environmental permits and controls pursuant to these laws and regulations to prevent and limit pollution. These permits contain terms and conditions that impose limitations on our manufacturing activities, production levels and associated activities and periodically may be subject to modification, renewal and revocation by issuing authorities. Historically, the costs of achieving and maintaining compliance with environmental and health and safety requirements have not been material. However, the operation of manufacturing plants entails risks in these areas, and a failure by us to comply with applicable environmental, health and safety laws, rules and regulations, including permit requirements, could result in civil or criminal fines, penalties, enforcement actions, third party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, including the installation of pollution control equipment or remedial actions.

Pursuant to these laws, we have been named as a potentially responsible party in state and federal administrative and judicial proceedings seeking contribution for costs associated with the investigation, analysis, correction and remediation of environmental conditions at eleven third party hazardous waste disposal sites. Pursuant to the terms of the Alumax acquisition agreement, subject to certain terms and limitations, Alumax (and its successors) has agreed to indemnify us for all of the costs associated with each of these sites as well as for all of the costs associated with nine additional sites to which we may have sent waste for disposal but for which we have not received any notice of potential responsibility. Our ultimate liability in connection with present and future environmental claims will depend on many factors, including our volumetric share of the waste at a given site, the remedial action required, the total cost of remediation, the financial viability and participation of the other entities that also sent waste to the site, and Alumax's willingness or ability to honor its indemnification obligations.

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We are not currently conducting any investigation or remediation of contamination at facilities we own or operate. Potential liabilities of this kind are not subject to indemnification by Alumax. Once it becomes probable that we will incur costs in connection with remediation of a site and such costs can be reasonably estimated, we establish or adjust our reserve for our projected share of these costs. As of December 31, 2014, we had no reserves recorded for environmental matters, as we believe any potential liability is both remote and not reasonably estimable. However, the estimation of environmental liabilities is subject to uncertainties, including the scope and nature of contamination conditions, the success of remediation technologies being employed, new or changes to environmental laws, regulations or policies, future findings of investigation or remediation actions, alterations to expected remediation plans, or the number, financial condition and cooperation of other potentially responsible parties. In the event we are responsible for environmental costs, any actual liabilities that exceed our reserves may have a material and adverse effect on our financial condition and, in particular, our earnings. In addition, we may incur significant liabilities in connection with environmental conditions currently unknown to us relating to our existing, prior, or future sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired. See "Item 1. Business—Environmental, Health and Safety Matters."

Compliance with environmental and occupational health and safety laws and regulations can be costly, and we have incurred and will continue to incur costs, including capital expenditures, to comply with these requirements. In addition, these laws and regulations, and their interpretation or enforcement, are constantly evolving and have tended to become more stringent over time. It is impossible to predict accurately the effect that changes in these laws and regulations, or their interpretation or enforcement, may have upon our business, financial condition, results of operations, prospects or cash flows. For example, legislation and regulations limiting emissions of greenhouse gases, including carbon dioxide associated with the burning of fossil fuels, are at various stages of consideration and implementation, and if fully implemented, may significantly increase the price of the raw materials for and energy used to produce our products and negatively impact the financial condition of many of our customers. If our compliance costs increase and are passed through to our customers, our products may become less competitive than other materials, which could reduce our sales, perhaps materially. Our costs of compliance with current and future environmental requirements could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows.

We are subject to the risks of doing business in foreign countries.

We are, and will continue to be, subject to financial, political, economic and business risks in connection with our non-U.S. operations. In 2014, 31.1% of our net sales were made outside of the United States, and as of December 31, 2014, we operated five manufacturing and distribution facilities in Europe and one in Canada. Doing business in foreign countries entails certain risks, including, but not limited to:


•	exchange rate fluctuations;


•	adverse changes in economic conditions in other countries;


•	political or civil unrest and insurrection, terrorist attacks and armed hostilities;


•	government policies against ownership of businesses by non-nationals;


•	reduced protection of intellectual property rights;


•	a need to comply with numerous laws and regulations in each jurisdiction in which we operate;


•	legal systems that may be less developed and less predictable than those in the United States;


•	shipping delays;


•	licensing and other legal requirements;


•	local tax issues;


•	longer payment cycles in certain foreign markets;


•	the difficulties of staffing and managing dispersed international operations;


•	language and cultural issues in regions of the world outside the United States;


•	renegotiation or modification of existing agreements or arrangements with governmental authorities;


•	export and transportation tariffs;


•	foreign exchange restrictions, sanctions programs and trade protection measures;


•	changes in the value of the U.S. dollar relative to foreign currencies; and


•	differences in laws governing employee and union relations.

The occurrence of any of these risks could materially disrupt or adversely impact our business.

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In addition, because a significant portion of our operations are outside the United States, we are subject to limitations on our ability to repatriate funds to the United States. These limitations arise from regulations in certain countries that limit our ability to remove funds from or transfer funds to foreign subsidiaries, as well as from tax liabilities that would be incurred in connection with such transfers. These regulations could significantly limit our liquidity.

In addition, our revenues, expenses, cash flows and results of operations could be affected by actions in foreign countries that more generally affect the global markets, including inflation, fluctuations in currency and interest rates, competitive factors, civil unrest and labor problems. Our operations and the commercial markets for our products could also be materially and adversely affected by acts of war, terrorism or the threat of any of these events as well as government actions such as controls on imports, exports and prices, tariffs, new forms of taxation or changes in fiscal regimes and increased government regulation in countries engaged in the manufacture or consumption of aluminum and steel products. Unexpected or uncontrollable events or circumstances in any of these markets could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows.

Fluctuations in foreign currency exchange rates could negatively affect our financial results.

We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar. In the year ended December 31, 2014, we used three functional currencies in addition to the U.S. dollar and derived approximately 31.1% of our net sales from operations outside the United States. Because our consolidated financial statements are presented in U.S. dollars, we must translate net sales, net income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against other major currencies will affect our net sales, operating income and the value of balance sheet items, including intercompany assets and obligations. Weaker foreign currencies, particularly the euro, during the fourth quarter of 2014 had a significant impact on our other income (loss) during 2014. Because of the geographic diversity of our operations, weaknesses in some currencies might be offset by strengths in others over time. However, we cannot assure you that fluctuations in foreign currency exchange rates, particularly the U.S. dollar against major currencies, such as the euro, the pound sterling, the Canadian dollar, or the currencies of large developing countries, would not materially adversely affect our financial results.

Doing business in foreign countries requires us to comply with U.S. and foreign anti-corruption laws and economic sanctions programs.

Our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act ("FCPA"), and economic sanction programs administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"). As a result of doing business in foreign countries, we are exposed to a heightened risk of violating anti-corruption laws and OFAC regulations.

The FCPA prohibits us from providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. As part of our business, we may deal with state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA. In addition, the provisions of the U.K. Bribery Act 2010 extend beyond bribery of foreign public officials and are more onerous than the FCPA in a number of other respects, including jurisdiction, non-exemption of facilitation payments and penalties. Some of the international locations in which we operate lack a developed legal system and have higher than normal levels of corruption. Economic sanctions programs restrict our business dealings with certain sanctioned countries and other sanctioned individuals and entities.

Violations of anti-corruption laws and sanctions regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment. We have established policies and procedures designed to assist our compliance with applicable U.S. and foreign laws and regulations including the Bribery Act. However, there can be no assurance that our policies and procedures will effectively prevent us from violating these laws and regulations in every transaction in which we may engage, and such a violation could materially and adversely affect our reputation, business, financial condition, results of operations, prospects and cash flows. In addition, various U.S. state and municipal governments, universities and other investors maintain prohibitions or restrictions on investments in companies that do business with sanctioned countries.

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We are subject to various federal, state, local and non-U.S. tax requirements.

We may be subject to federal, state and local income taxes in the United States and non-U.S. income taxes in numerous other jurisdictions in which we transact business or generate net sales. Increases in income tax rates could reduce our after-tax income from affected jurisdictions. In addition, there have been proposals to reform U.S. tax laws that could significantly impact how U.S. multinational corporations are taxed in the United States on their foreign earnings; because we earn a substantial portion of our income in foreign countries, these proposals could affect our tax rates in a material and adverse manner. Although we cannot predict whether or in what form these proposals will pass, several of the proposals being considered could have a material adverse impact on our tax expense and cash flow, if such proposals are enacted.

Our business operations are subject to numerous duties or taxes that are not based on income, sometimes referred to as "indirect taxes," including import duties, excise taxes, sales or value-added taxes, property taxes and payroll taxes, in many of the jurisdictions in which we operate, including indirect taxes imposed by state and local governments. Increases in or the imposition of new indirect taxes on our business operations or products would increase the cost of products or, to the extent levied directly on consumers, make our products less affordable.

We are subject to taxation in multiple jurisdictions.

We are subject to taxation primarily in the United States, Canada, the United Kingdom, the Netherlands and France. Our effective tax rate and tax liability will be affected by a number of factors, such as the amount of taxable income we generate in particular jurisdictions, the tax rates in those jurisdictions, tax treaties between jurisdictions, the extent to which we transfer funds and repatriate funds from our subsidiaries and future changes in local tax law. Our tax liability will usually be dependent upon our operating results and the manner in which our operations are funded. Generally, the tax liability for each legal entity is determined either on a non-consolidated basis or on a consolidated basis only with other entities incorporated in the same jurisdiction. In either case, our tax liability is determined without regard to the taxable losses of non-consolidated affiliated entities. As a result, we may pay income taxes in one jurisdiction for a particular period even though on an overall basis we incur a net loss for that period.

We may experience fluctuations in our tax obligations and effective tax rate.

We are subject to taxes in the United States and numerous international jurisdictions. We record tax expense based on our estimates of future tax payments, which include reserves for estimates of probable settlements of international and domestic tax audits. At any one time, many tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. As a result, we expect that throughout the year there could be ongoing variability in our quarterly tax rates as taxable events occur and exposures are re-evaluated. Further, our effective tax rate in a given period may be materially impacted by changes in the mix and level of earnings by taxing jurisdiction or by changes to existing accounting rules or regulations.

Changes to accounting rules or regulations may adversely affect our financial position and results of operations.

Changes to existing accounting rules or regulations may impact our future results of operations and our ability to comply with covenants under our credit agreements or cause the perception that we are more highly leveraged. In addition, new accounting rules or regulations and varying interpretations of existing accounting rules or regulations may be adopted in the future. For instance, accounting regulatory authorities have from time to time considered requiring lessees to capitalize operating leases in their financial statements. If adopted, such a change would require us to record capital lease obligations on our balance sheet and make other changes to our financial statements. This and other future changes to accounting rules or regulations could adversely affect our financial position, results of operations and liquidity.

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Acquisitions or divestitures that we make in the future may be unsuccessful.

Our structure and business model trace their roots to our history as a downstream producer of aluminum products and have evolved in response to customer demand for products made from materials other than aluminum. We have expanded the size, scope and nature of our business partly through the acquisition of other businesses. We have and may opportunistically consider the acquisition of other companies or product lines of other businesses that either complement or expand our existing business, or we may consider the divestiture of some of our businesses. We may consider and make acquisitions or divestitures both in countries in which we currently operate and elsewhere. We cannot assure you that we will be able to consummate any such acquisitions or divestitures or that any future acquisitions or divestitures will be consummated at acceptable prices and terms. Any future acquisitions or divestitures we pursue may involve a number of special risks, including, but not limited to, some or all of the following:


•	the diversion of management's attention from our core businesses;


•	the disruption of our ongoing business;


•	entry into markets in which we have limited or no experience, including geographies that we have not previously operated in;


•	the ability to integrate our acquisitions without substantial costs, delays or other problems, which would be complicated by the breadth of our international operations;


•	inaccurate assessment of undisclosed liabilities;


•	potential known and unknown liabilities of the acquired businesses and limitations of seller indemnities;


•	the incorporation of acquired products into our business;


•	the failure to realize expected synergies and cost savings;


•	the loss of key employees or customers of the acquired or divested business;


•	increasing demands on our operational systems;


•	the integration of information systems and internal controls;


•	possible adverse effects on our reported operating results, particularly during the first several reporting periods after the acquisition is completed; and


•	the amortization of acquired intangible assets.

Additionally, any acquisitions we may make could result in significant increases in our outstanding indebtedness and debt service requirements. Any acquisition may also cause us to assume liabilities, record goodwill and other intangible assets that will be subject to impairment testing and potential impairment charges, incur significant restructuring charges and increase working capital and capital expenditure requirements, which would reduce our return on invested capital. In addition, the terms of our current indebtedness and any other indebtedness we may incur in the future may limit the acquisitions we may pursue.

Any acquisitions we may seek to consummate will be subject to the negotiation of definitive agreements, satisfactory financing arrangements and applicable governmental approvals and consents, including under applicable antitrust laws, such as the Hart-Scott-Rodino Act. We may not complete any additional acquisitions and any acquired entities or assets may not enhance our results of operations. Even if we are able to integrate future acquired businesses with our operations successfully, we cannot assure you that we will realize all of the cost savings, synergies or revenue enhancements that we anticipate from such integration or that we will realize such benefits within the expected time frame.

If we were to undertake a substantial acquisition, the acquisition would likely need to be financed in part through additional financing from banks, through public offerings or private placements of debt or equity securities or with other arrangements. We cannot assure you that the necessary acquisition financing would be available to us on acceptable terms if and when required, particularly because we are currently highly leveraged, which may make it difficult or impossible for us to secure financing for acquisitions. If we were to undertake an acquisition by issuing equity securities or equity-linked securities, the acquisition may have a dilutive effect on the interests of the holders of our common stock.

Our stockholders agreement includes restrictions on our ability to complete acquisitions and to raise debt or equity financing generally. As a result, any acquisition we seek to make may be subject to stockholder approval, and there can be no assurance we would be able to obtain such approval on a timely basis or at all.

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Our business operations depend on attracting and retaining qualified management and personnel including hourly personnel.

Our success depends to a significant degree upon the ability, expertise, judgment, discretion, integrity and good faith of our senior management team and our workforce throughout our organization. Thus, our future performance depends on our continued ability to attract and retain experienced and qualified management and personnel. Competition for personnel with experience in the materials manufacturing industry, and those qualified to manage a business with significant international operations, is intense, and we may be unable to continue to attract or retain such personnel. Furthermore, as a company with publicly-traded debt securities, our future success will also depend on our ability to hire and retain management with public company experience. The loss of any of our key executive officers or the inability to attract qualified personnel could significantly impede our ability to successfully implement our business strategy, financial plans, marketing and other objectives. We do not currently have any key-person life insurance with respect to any of our executive officers or employees.

A portion of our workforce is unionized and we are subject to the risk of labor disputes and adverse employee relations, which may disrupt our business and increase our costs.

As of December 31, 2014, approximately 10.4% of our employees were represented by unions, an additional approximately 31.7% were represented by similar bodies (e.g., works councils) and we were a party to four collective bargaining agreements. While we believe that our relations with our employees are good, our inability to negotiate acceptable contracts with these unions could result in, among other things, strikes, work stoppages, labor disturbances or other slowdowns by the affected workers. If our union-represented employees were to engage in a strike, work stoppage or other slowdown, or other employees were to become unionized, or the terms and conditions in our labor agreements were to be renegotiated in an adverse manner, we could experience significant disruption of our operations, which would cause higher ongoing labor costs and impact our ability to satisfy our customers' requirements. Any such cost increases, stoppages or disturbances could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows by limiting plant production, sales volumes and profitability. See "Item 1. Business—Employees."

Inflation may adversely affect our business operations in the future.

We have experienced certain inflationary conditions in our cost base due primarily to changes in foreign currency exchange rates that have reduced the purchasing power of the U.S. dollar and increases in selling, general and administrative expenses. In addition, we are party to certain leases that contain escalator provisions contingent on increases based on changes in the Consumer Price Index. Inflation can harm our margins and profitability if we are unable to increase prices or cut costs enough to offset the effects of inflation in our cost base. If inflation in these or other costs worsens, we cannot assure you that our attempts to offset the effects of inflation and cost increases through control of expenses, passing cost increases on to customers or any other method will be successful. Any future inflation could adversely affect our profitability and our business.

We have recorded material goodwill and other intangible asset impairments in the past and continue to maintain a substantial amount of goodwill and other intangible assets on our balance sheet. The amortization of acquired assets will reduce our future reported earnings, and if our remaining goodwill or other intangible assets become impaired, we may be required to recognize impairment charges that would reduce our net income and could have a material impact on our operating results.

As a result of applying the purchase method of accounting in connection with our acquisition in 2005 and other acquisitions we have made in the past, we have a significant amount of goodwill and other intangible assets on our balance sheet. As of December 31, 2014 and December 31, 2013, $223.0 million and $251.8 million, respectively, of goodwill and other intangible assets remain recorded on our balance sheet. In accordance with GAAP, we test goodwill for impairment annually on the first day of our fourth quarter, or more frequently if events or circumstances indicate the potential for impairment. Such reviews could result in an earnings charge for the impairment of goodwill, and any such charge could be material. Accordingly, our net income could be reduced even though there would be no impact on our underlying cash flow. Furthermore, in accordance with the purchase accounting method, the excess of the cost of purchased assets over the fair value of such assets is assigned to intangible assets and is amortized over a period of time. The amortization expense associated with our intangible assets will have a negative effect on our future reported earnings. Many other companies, including many of our competitors, may not have the significant acquired intangible assets that we have because they have not participated in recent acquisitions and business combination transactions similar to ours. Thus, our reported earnings may be more negatively affected by the amortization of intangible assets than the reported earnings of these companies will be.

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Global or regional catastrophic events, natural disasters, severe weather and global political events could impact our operations and financial results.

Because of our global presence and worldwide operations, our business can be affected by large-scale terrorist acts, especially those directed against the United States or other major industrialized countries; the outbreak or escalation of armed hostilities; political instability in oil-producing regions; major natural disasters such as earthquakes, hurricanes, volcano eruptions, fires and floods; inclement weather such as frequent or unusually heavy snow, ice or rain storms, or extended periods of unseasonable temperatures; widespread outbreaks of infectious diseases such as H1N1 influenza, avian influenza or severe acute respiratory syndrome (generally known as SARS); disruptive global political events, such as civil unrest in countries in which our suppliers are located; labor strikes or work stoppages; and other such catastrophes and events.

Such events could impair our ability to manage our business around the world, disrupt our supply of raw materials, or result in increases in fuel (or other energy) prices or a fuel shortage or the temporary lack of an adequate work force in a market, and could impact production, transportation and delivery of our products. In addition, such events could cause disruption of regional or global economic activity, which may affect consumers' purchasing power in the affected areas and, therefore, reduce demand for our products. These events also can have indirect consequences such as increases in the costs of insurance if they result in significant loss of property or other insurable damage.

Risks Related to Our Indebtedness

Our substantial indebtedness could adversely affect our financial condition and ability to raise additional capital to fund our operations, prevent us from fulfilling our obligations under our indebtedness, limit our ability to react to changes in the economy or our industry and expose us to interest rate risk to the extent of our variable rate debt.

We have a substantial amount of indebtedness, which requires significant interest and principal payments. As of December 31, 2014, we had total indebtedness of approximately $539.5 million, including $375.0 million of 9.50% Senior Secured Notes due 2016, which we refer to as the Notes, which were issued by Euramax International and are guaranteed by Euramax Holdings, $124.2 million in borrowings under a senior unsecured loan facility, which we refer to as the Senior Unsecured Loan Facility, $35.6 million drawn under the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, which we refer to as the ABL Credit Facility, $3.5 million in borrowings on the Dutch Revolving Credit Facility, and $1.1 million in borrowings on the French Credit Facility. Additionally, we have borrowing availability of $34.4 million under the ABL Credit Facility and $14.6 million on the Dutch Revolving Credit Facility. Subject to the restrictions contained in the indenture governing the Notes, the Senior Unsecured Loan Facility, the ABL Credit Facility and any debt instruments we may enter into in the future, we or our subsidiaries may incur significant additional indebtedness in the future to finance capital expenditures, investments or acquisitions, or for other general corporate purposes.

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Our substantial indebtedness could have important negative consequences, including:


•	limiting our ability to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service or other general corporate purposes;


•	requiring us to use a substantial portion of our available cash flow to service our debt, which will reduce the amount of cash flow available for working capital, capital expenditures, acquisitions and other general corporate purposes;


•	increasing our vulnerability to general economic downturns and adverse industry conditions;


•	limiting our flexibility in planning for, or reacting to, changes in our business and in our industry in general;


•	placing us at a competitive disadvantage compared to our competitors that are not as highly leveraged, as we may be less capable of responding to adverse economic conditions;

•

restricting the way we conduct our business because of financial and operating covenants in the agreements governing our and our subsidiaries' existing and future indebtedness, including, in the case of certain indebtedness of subsidiaries, particularly foreign subsidiaries which may enter into separate credit facilities, certain covenants that restrict the ability of subsidiaries to pay dividends or make other distributions to us;

•

increasing the risk of our failing to satisfy our obligations with respect to our debt instruments and/or complying with the financial and operating covenants contained in our or our subsidiaries' debt instruments which, among other things, require us to (in certain circumstances) maintain a specified covenant ratio and limit our ability to incur debt and sell assets, which could result in an event of default under the agreements governing our debt instruments that, if not cured or waived, could have a material adverse effect on our business, financial condition and operating results;


•	increasing our cost of borrowing;


•	preventing us from raising the funds necessary to repurchase outstanding debt upon the occurrence of certain changes of control, which would constitute an event of default under our debt instruments;


•	mitigating our ability to reinvest in plants, technology and equipment; and


•	restricting our ability to introduce products and services to our customers.

In addition, the indenture governing the Notes, the ABL Credit Facility and the Senior Unsecured Loan Facility contain financial and other restrictive covenants that will limit our ability and the ability of our subsidiaries to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of all of our debt.

Borrowings under the ABL Credit Facility bear interest at variable rates based on LIBOR or, at our option, a base rate. If market interest rates increase, such variable-rate debt will create higher debt service requirements, which could adversely affect our cash flow.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, and/or our lenders' financial stability, all of which are subject to prevailing global economic and market conditions, and certain financial, business and other factors, many of which are beyond our control. Even if we were able to refinance or obtain additional financing, the costs of new indebtedness could be substantially higher than the costs of our existing indebtedness.

We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes, or to extend the maturity of certain of our indebtedness, and may not be able to refinance our indebtedness on favorable terms. If we are unable to do so, we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on, among other things:


•	our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control; and


•	our future ability to borrow under the ABL Credit Facility, the availability of which depends on, among other things, the size of our borrowing base and our compliance with the covenants in the ABL Credit Facility.

We cannot assure you we will maintain a level of cash flows from operating activities, or that we will be able to draw amounts under the ABL Credit Facility or otherwise, sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness or to otherwise fund our liquidity needs. Furthermore, any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

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In addition, approximately $500 million of our outstanding indebtedness, under the Notes and the Senior Unsecured Loan Facility, is currently scheduled to mature between April 1 and October 1, 2016. Under the terms of our ABL Credit Facility, we are required to obtain an extension of the maturity of the debt that matures in 2016 to a date that is at least 90 days after March 1, 2018, which is the scheduled maturity date of the ABL Credit Facility. In the event that we do not refinance the debt or obtain such an extension on or before December 31, 2015, then the maturity date for our ABL Credit Facility will accelerate to January 31, 2016. Accordingly, we must complete a refinancing of those debt facilities and/or enter into an amendment to the terms of the Notes and the Senior Unsecured Loan Facility prior to the end of 2015. In order to do so, we must negotiate satisfactory agreements with the holders of the Notes and the lenders under the Senior Unsecured Loan Facility and/or obtain equity or debt financing on terms that are acceptable to the Company. There can be no assurance that the holders of the Notes or the lenders under the Senior Unsecured Loan Facility will agree to any such amendments or there can be no assurance that we can complete a refinancing prior to December 31, 2015, or that the terms of any such equity or debt financing would be acceptable to the Company. In the event that we are unable to obtain such amendments or extensions, or complete such refinancing, the Company would need to explore other alternatives, which could include a potential restructuring or reorganization under the bankruptcy laws.

Our overall debt level and/or market conditions could lead the credit rating agencies to lower our corporate credit ratings. A downgrade in our corporate credit ratings could impact our ability to issue new debt by raising the cost of issuing new debt. As a consequence, we may not be able to issue additional debt in amounts and/or with terms that we consider to be reasonable. In addition, our ability to incur secured indebtedness (which would generally enable us to achieve better pricing than the incurrence of unsecured indebtedness) depends in part on the value of our assets, which depends, in turn, on the strength of our cash flows and results of operations, and on economic and market conditions and other factors. Our ability to refinance our indebtedness is also subject to restrictions contained in our stockholders agreement.

In addition, changes in our credit ratings may affect the way suppliers view our ability to make payments and may induce them to shorten the payment terms of their invoices. A change in payment terms may have a material adverse effect on the amount of our liabilities and our ability to make payments to our suppliers.

If our cash flows and capital resources are insufficient to fund our debt service obligations or we are unable to refinance our indebtedness, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions, or the proceeds from the dispositions may not be adequate to meet any debt service obligations then due. If we were unable to repay amounts when due, our lenders could proceed against the collateral granted to them to secure that indebtedness.

Borrowings under the ABL Credit Facility bear interest at variable rates and other debt we incur could likewise be variable-rate debt. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. While we may enter into agreements limiting our exposure to higher interest rates, we have no such agreements at this time, and any such agreements may not offer complete protection from this risk.

Our debt agreements contain significant operating and financial restrictions that limit our flexibility in operating our business.

The ABL Credit Facility, the Senior Unsecured Loan Facility and the indenture governing the Notes contain a number of restrictive covenants that impose significant restrictions on us. Compliance with these restrictive covenants limits our flexibility in operating our business and could prevent us from engaging in favorable business activities or financing future operations or capital needs. Failure to comply with these covenants could give rise to one or more defaults or events of default under our debt agreements. These covenants restrict, among other things, our ability and the ability of our subsidiaries to:


•	incur indebtedness;


•	repurchase or redeem capital stock;


•	pay certain dividends, make certain distributions, make loans, transfer property or make other restricted payments;


•	make capital expenditures, acquisitions or investments;


•	incur liens;

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•	sell assets;


•	issue or sell capital stock;


•	enter into transactions with affiliates;


•	consolidate or merge with other companies or sell all or substantially all of our assets;


•	engage in certain business activities; and


•	designate our subsidiaries as unrestricted subsidiaries.

Our fixed charge coverage ratio (as defined in the indenture which governs the Notes) is currently significantly less than 2:1. Accordingly, we are currently unable to incur debt under the ratio test included in the indenture. In addition, our secured debt ratio (as defined in the indenture which governs the Notes) is currently significantly higher than 3.75:1, which significantly limits our ability to incur secured debt. Although the indenture contains other debt and lien baskets, we could be significantly limited in our operations due to the fixed charge coverage ratio and secured debt tests contained in the indenture.

If we default on any of these covenants, our lenders could cause all amounts outstanding under the ABL Credit Facility, the Senior Unsecured Loan Facility or the indenture governing the Notes to be due and payable immediately, and the lenders under the ABL Credit Facility or the indenture governing the Notes could proceed against any collateral securing that indebtedness. Our assets or cash flow may not be sufficient to repay in full the borrowings under our debt agreements, either upon maturity or if accelerated upon an event of default. In addition, any event of default or declaration of acceleration under one debt instrument could also result in a default or an event of default under one or more of our other debt instruments.

Despite our substantial indebtedness, we and our subsidiaries may still be able to incur significantly more debt. This could increase the risks associated with our substantial leverage, including our ability to service our indebtedness.

The ABL Credit Facility, the Senior Unsecured Loan Facility and the indenture governing the Notes contain restrictions on our ability to incur additional indebtedness. However, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. Accordingly, we and our subsidiaries could incur significant additional indebtedness in the future, much of which could constitute secured or senior indebtedness.

Instability and volatility in the capital and credit markets could have a negative impact on our business, financial condition, results of operations and cash flows.

Our business, financial condition, results of operations, prospects and cash flows could be negatively impacted by difficult conditions and volatility in the capital, credit and commodities markets and in the global economy. Difficult conditions in these markets and the overall economy affect us in a number of ways. For example:


•	Although we believe we will have sufficient liquidity under our credit facilities to run our business, under extreme market conditions there can be no assurance that such funds would be available under the facilities or sufficient to meet our needs, and in such a case, we may not be able to successfully obtain additional financing on favorable terms, or at all.


•	Market volatility could make it difficult for us to raise additional debt and/or equity capital in the public or private markets if we needed to do so.

•

The ABL Credit Facility and the Senior Unsecured Loan Facility contain various covenants that we must comply with. There can be no assurance that we would be able to successfully amend the ABL Credit Facility and the Senior Unsecured Loan Facility in the future if we were to fail to comply with these covenants. Further, any such amendment could be very expensive and materially impair our cash flow and liquidity.

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If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes.

Any default under the agreements governing our indebtedness, including a default under the ABL Credit Facility and the Senior Unsecured Loan Facility, that is not waived by the required holders of such indebtedness, could leave us unable to pay principal, premium, if any, or interest on the Notes and could substantially decrease the market value of the Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on such indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our existing and future indebtedness, including the ABL Credit Facility and the Senior Unsecured Loan Facility, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with any accrued and unpaid interest, the lenders under the ABL Credit Facility could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against the assets securing such facilities and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek waivers from the required lenders under the ABL Credit Facility and the Senior Unsecured Loan Facility to avoid being in default. If we breach our covenants under the ABL Credit Facility or the Senior Unsecured Loan Facility and seek waivers, we may not be able to obtain waivers from the required lenders thereunder. If this occurs, we would be in default under the ABL Credit Facility and the Senior Unsecured Loan Facility, which would, if our obligations under the ABL Credit Facility and the Senior Unsecured Loan Facility are accelerated, cause a default under the indenture governing the Notes. In such case, the lenders under the ABL Credit Facility and the Senior Unsecured Loan Facility could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

The Notes are effectively subordinated to our and our guarantors' indebtedness under (i) the ABL Credit Facility to the extent of the value of the collateral securing the ABL Credit Facility and (ii) certain permitted additional secured indebtedness, in each case on a basis senior to the Notes.

The Notes and the related guarantees are secured, subject to certain exceptions, by a first priority lien on (i) substantially all of the assets of Euramax International and the guarantors (other than inventory and accounts receivable and related assets, which assets secure the ABL Credit Facility on a first priority basis) and (ii) all of the capital stock of Euramax International and the guarantors and the capital stock of each material domestic restricted subsidiary owned by us or a guarantor and 65% of the voting capital stock and 100% of any non-voting capital stock of foreign restricted subsidiaries directly owned by us or a guarantor (the "Notes Collateral"), and a second priority lien on the inventory and accounts receivable and related assets of Euramax International and the guarantors (which assets secure the ABL Credit Facility on a first priority basis) (the "ABL Collateral"). The Notes are effectively subordinated in right of payment to the ABL Credit Facility to the extent of the value of the ABL Collateral as well as certain permitted additional indebtedness, which can be secured on a senior basis. The effect of this subordination is that upon a default in payment on, or the acceleration of, any indebtedness under the ABL Credit Facility or other indebtedness secured by such assets on a first-priority basis, or in the event of bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding of us or any of the guarantors of the ABL Credit Facility or of such other secured debt, the proceeds from the sale of assets securing the ABL Credit Facility and/or such other indebtedness secured on a first-priority basis will be available to pay obligations on the Notes only after all indebtedness under the ABL Credit Facility and/or such other secured debt has been paid in full. There may be no ABL Collateral remaining after claims of the lenders under the ABL Credit Facility or such other secured debt have been satisfied in full that may be applied to satisfy the claims of holders of the Notes.

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The Notes are structurally subordinated to all indebtedness of those of our existing or future subsidiaries that are not, or do not become, guarantors of the Notes, including all of our foreign subsidiaries.

The Notes are not guaranteed by certain of our current and future subsidiaries, including our non-U.S. subsidiaries. Accordingly, claims of holders of the Notes are structurally subordinated to all indebtedness and the claims of creditors of any non-guarantor subsidiaries, including trade creditors. All indebtedness and obligations of any non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution upon liquidation or otherwise, to Euramax International or a guarantor of the Notes. The indenture governing the Notes permits these non-guarantor subsidiaries to incur certain additional debt, including secured debt, and does not limit their ability to incur other liabilities that are not considered indebtedness under the indenture. For the year ended December 31, 2014, our non-guarantor subsidiaries represented approximately 31.1% of our net sales and 57.1% of our operating income. In addition, as of December 31, 2014, our non-guarantor subsidiaries held approximately 47.5% of our consolidated assets and approximately $65.1 million of our consolidated liabilities (including trade payables), to which the Notes and the guarantees were structurally subordinated.

The rights of holders of the Notes with respect to the ABL Collateral, in which such holders have a junior lien, are substantially limited by the terms of the intercreditor agreement.

The rights of holders of the Notes with respect to the ABL Collateral, which secures the Notes on a second-priority basis, are limited pursuant to the terms of an intercreditor agreement with the lenders under the ABL Credit Facility.

Under the terms of the intercreditor agreement, any actions that may be taken in respect of the ABL Collateral, including the ability to commence enforcement proceedings against the ABL Collateral, control the conduct of such proceedings, and release the ABL Collateral from the lien of the collateral documents, will be at the direction of the lenders under the ABL Credit Facility. Neither the trustee nor the collateral agent, on behalf of the holders of the Notes, will have the ability to control or direct such actions, even if the rights of the holders of the Notes are adversely affected, subject to certain exceptions. Under the terms of the intercreditor agreement, at any time that obligations that have the benefit of the first-priority liens on the ABL Collateral are outstanding, if the holders of such indebtedness release the ABL Collateral, including, without limitation, in connection with any sale of assets, the second-priority security interest in such ABL Collateral securing the Notes will be automatically and simultaneously released without any consent or action by the holders of the Notes, subject to certain exceptions. The ABL Collateral so released will no longer secure our and the guarantors' obligations under the Notes. In addition, because the holders of the indebtedness secured by first-priority liens on the ABL Collateral control the disposition of the ABL Collateral, such holders could decide not to proceed against the ABL Collateral, regardless of whether there is a default under the documents governing such indebtedness or under the indenture governing the Notes. In such event, the only remedy available to the holders of the Notes would be to sue for payment on the Notes and the related guarantees under the indenture and to commence realization on the Notes Collateral. In addition, the intercreditor agreement gives the holders of first-priority liens on the ABL Collateral the right to access and use the collateral that secures the Notes, to allow those holders to protect the ABL Collateral and to process, store and dispose of the ABL Collateral.

Holders of the Notes may not be able to fully realize the value of their liens.

The security interests and liens for the benefit of holders of the Notes may be released without such holders' consent in specified circumstances. In particular, the security documents governing the Notes and the ABL Credit Facility generally provide for an automatic release of all second priority liens for the benefit of the holders of the Notes upon the release of any first priority lien on any asset that secures the ABL Credit Facility on a first-priority basis in accordance with the ABL Credit Facility. As a result, the Notes may not continue to be secured by a substantial portion of our accounts receivable and inventory. In addition, the capital stock and other securities of any current and future subsidiary will be excluded from the collateral to the extent liens thereon would trigger reporting obligations under Rule 3-16 of Regulation S-X, which requires financial statements from any subsidiary whose securities are collateral, if the book value or market value of its capital stock, whichever is greater, equals 20% or more of the principal amount of the Notes secured thereby. As a result of this collateral cutback provision in the indenture, the book value or market value of each subsidiary's capital stock that represents the security interests of the holders of the Notes is limited to $75 million, which is 20% of the outstanding principal of the $375 million Notes. The noteholders' security interest includes 65% of the capital stock of our Dutch subsidiary holding company, Euramax B.V. As of December 31, 2014, the Company estimates that the book value and market value of 65% of the capital stock of Euramax B.V. are approximately $32.1 million and $93.1 million, respectively. Accordingly, the security interest in the capital stock of Euramax B.V. is automatically limited to $75 million to avoid reporting obligations under Rule 3-16 of Regulation S-X.

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Euramax B.V. accounts for 45.6% of our consolidated assets as of December 31, 2014 and 30.1% and 63.5% of our consolidated revenues and operating income, respectively, for the year ended December 31, 2014. As the applicable value of our subsidiaries' capital stock or the outstanding principal amount of the Notes changes, the subsidiaries impacted by the collateral cutback provision may change.

The Company used both an income approach, based on a discounted cash flow analysis, and a market valuation approach, based on market multiples of publicly traded guideline companies, in order to estimate the market value of the capital stock. The discounted cash flow analysis requires various judgmental assumptions about future cash flows, growth rates, and the weighted average cost of capital, and should not be considered an indication as to what the subsidiary might sell for in a market transaction.

In addition, all or a portion of the collateral may be released:


•	to enable the sale, transfer or other disposal of such collateral in a transaction not prohibited under the indenture that governs the Notes or the ABL Credit Facility, including the sale of assets in accordance with the asset sale covenant in the indenture that governs the Notes and the sale of any entity in its entirety that owns or holds such collateral; and


•	with respect to collateral held by a guarantor, upon the release of such guarantor from its guarantee.

In addition, the guarantee of a guarantor will be released in connection with a sale of such subsidiary guarantor in a transaction not prohibited by the indenture.

The indenture also permits us to designate one or more of our restricted subsidiaries that is a guarantor of the Notes as an unrestricted subsidiary. If we designate a guarantor as an unrestricted subsidiary, all of the liens on any collateral owned by such subsidiary or any of its subsidiaries and any guarantees of the Notes by such subsidiary or any of its subsidiaries will be released under the indenture but not under the ABL Credit Facility. Designation of a subsidiary as unrestricted will reduce the aggregate value of the collateral securing the Notes to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries.

A portion of the collateral is subject to exceptions, defects, encumbrances, liens and other imperfections that are accepted by the lenders under the ABL Credit Facility.

The collateral securing the ABL Credit Facility on a first priority basis is also subject to any and all exceptions, defects, encumbrances, liens and other imperfections that are accepted by the lenders under the ABL Credit Facility and other creditors that have the benefit of first priority liens on the ABL Collateral from time to time. The collateral also does not include certain "excluded assets," such as assets securing purchase money obligations or capital lease obligations incurred in compliance with the indenture, which obligations would effectively rank senior to the Notes to the extent of the value of such excluded assets. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the collateral securing the Notes as well as the ability of the collateral agent to realize or foreclose on such collateral.

We may not have the ability to raise the funds necessary to finance the change of control offer or the asset sale offer required by the indenture governing the Notes.

Upon the occurrence of a "change of control", as defined in the indenture governing the Notes, Euramax International must offer to buy back the Notes at a price equal to 101% of the principal amount of the Notes purchased, together with accrued and unpaid interest, if any, to the date of the repurchase. Similarly, Euramax International must offer to buy back the Notes (or repay other indebtedness in certain circumstances) at a price equal to 100% of the principal amount of the Notes (or other debt) purchased, together with accrued and unpaid interest, if any, to the date of repurchase, with the proceeds of certain asset sales (as defined in the indenture). Any failure to purchase, or give notice of purchase of, the Notes would be a default under the indenture governing the Notes, which would also trigger a cross default under the ABL Credit Facility and the Senior Unsecured Loan Facility.

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If a change of control or asset sale occurs that would require Euramax International to repurchase the Notes, it is possible that we may not have sufficient assets to make the required repurchase of Notes or to satisfy all obligations under the ABL Credit Facility, the Senior Unsecured Loan Facility and the indenture governing the Notes. The Senior Unsecured Loan Facility requires Euramax International to make an offer to prepay such loans at an offer price of 101% of the principal amount thereof upon the occurrence of a change of control (and in some cases, upon consummation of an asset sale, at an offer price of 100% of the principal amount thereof). In addition, a change of control will also trigger a default under the ABL Credit Facility. Furthermore, the ABL Credit Facility currently prohibits us from repurchasing the Notes if we do not satisfy a fixed charge coverage ratio test or if we do not have certain amounts of excess availability for borrowing, and the indenture currently prohibits us from repaying the debt under our Senior Unsecured Loan Facility (subject to limited exceptions). We would be required to seek a consent from the lenders under the ABL Credit Facility to engage in the repurchase required by the indenture, which could be expensive or impossible to obtain unless we satisfy such fixed charge coverage ratio test or have adequate excess availability. We would also need to obtain a consent from holders of the Notes in order to offer to repay the debt under the Senior Unsecured Loan Facility. In order to satisfy our obligations, we could seek to refinance the indebtedness under the ABL Credit Facility, the Senior Unsecured Loan Facility and the indenture governing the Notes or obtain a waiver from the lenders or the holders of the Notes. We cannot assure you that we would be able to obtain a waiver or refinance our indebtedness on terms acceptable to us, if at all. Any failure to make the required change of control offer or asset sale offer would result in an event of default under the indenture.

Certain restrictive covenants in the indenture governing the Notes will be suspended if such Notes achieve investment grade ratings.

Most of the restrictive covenants in the indenture governing the Notes will not apply for so long as the Notes achieve investment grade ratings from Moody's Investors Service, Inc. and Standard & Poor's Rating Services and no default or event of default has occurred. If these restrictive covenants cease to apply, we may take actions, such as incurring additional debt or making certain dividends or distributions that would otherwise be prohibited under the indenture. Ratings are given by these rating agencies based upon analyses that include many subjective factors. We cannot assure you that the Notes will achieve investment grade ratings, nor can we assure you that investment grade ratings, if granted, will reflect all of the factors that would be important to holders of the Notes.

State law may limit the ability of the collateral agent, the trustee under the indenture and the holders of the Notes to foreclose on the real property and improvements included in the collateral.

The Notes are secured by, among other things, liens on owned real property and improvements located in the States of Arkansas, California, Indiana and Pennsylvania. The laws of those states may limit the ability of the collateral agent, the trustee under the indenture and the holders of the Notes to foreclose on the improved real property collateral located in those states. Laws of those states govern the perfection, enforceability and foreclosure of mortgage liens against real property interests which secure debt obligations such as the Notes. These laws may impose procedural requirements for foreclosure different from and necessitating a longer time period for completion than the requirements for foreclosure of security interests in personal property. Debtors may have the right to reinstate defaulted debt (even it is has been accelerated) before the foreclosure date by paying the past due amounts and a right of redemption after foreclosure. Governing laws may also impose security first and one form of action rules, which can affect the ability to foreclose or the timing of foreclosure on real and personal property collateral regardless of the location of the collateral and may limit the right to recover a deficiency following a foreclosure.

The holders of the Notes, the trustee and the collateral agent also may be limited in their ability to enforce a breach of the "no liens" covenant. Some decisions of state courts have placed limits on a lender's ability to accelerate debt secured by real property upon breach of covenants prohibiting the creation of certain junior liens. Lenders may need to demonstrate that enforcement is reasonably necessary to protect against impairment of the lender's security or to protect against an increased risk of default. Although the foregoing court decisions may have been preempted, at least in part, by certain federal laws, the scope of such preemption, if any, is uncertain. Accordingly, a court could prevent the trustee and the holders of the Notes from declaring a default and accelerating the Notes by reason of a breach of this covenant, which could have a material adverse effect on the ability of holders of the Notes to enforce the covenant.

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We will in most cases have control over the collateral, and the sale of particular assets by us could reduce the pool of assets securing the Notes.

The collateral documents allow us to remain in possession of, retain exclusive control over, freely operate, and collect, invest and dispose of any income from, the collateral securing the Notes, subject to compliance with the covenants contained in the indenture governing the Notes. In addition, we are not required to comply with all or any portion of Section 314(d) of the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act, if we determine, in good faith based on advice of counsel, that under the terms of that Section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including "no action" letters or exemptive orders, all or such portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released collateral. For example, so long as no default or event of default under the indenture would result therefrom and such transaction would not violate the Trust Indenture Act, we may, among other things, without any release or consent by the trustee, conduct ordinary course activities with respect to collateral, such as selling, factoring, abandoning or otherwise disposing of collateral and making ordinary course cash payments (including repayments of indebtedness). With respect to such releases, we must deliver to the collateral agent, from time to time, officers' certificates to the effect that all releases and withdrawals during the preceding six-month period in which no release or consent of the collateral agent was obtained were in the ordinary course of our business and were not prohibited by the indenture.

The rights of holders of Notes to the collateral securing the Notes may be adversely affected by the failure to perfect security interests in the collateral and other issues generally associated with the realization of security interests in collateral.

Applicable law requires that a security interest in certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. The liens on the collateral securing the Notes may not be perfected with respect to the claims of the Notes if the collateral agent is not able to take the actions necessary to perfect any of these liens. There can be no assurance that the collateral agent will continue to take all actions necessary to retain its priority and perfect these liens in the future. In addition, applicable law requires that certain property and rights acquired after the grant of a general security interest, such as real property, can only be perfected at the time such property and rights are acquired and identified and additional steps to perfect such property and rights are taken. We have limited obligations to perfect the security interest of the holders of the Notes in specified collateral. Although the indenture governing the Notes will contain customary further assurance provisions, there can be no assurance that the collateral agent for the Notes will monitor, or that we will inform such collateral agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The collateral agent for the Notes has no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest in favor of the Notes against third parties.

In addition, the security interest of the collateral agent will be subject to practical challenges generally associated with the realization of security interests in collateral. For example, the collateral agent may need to obtain the consent of third parties and make additional filings. If we are unable to obtain these consents or make these filings, the security interests may be invalid and the holders of the Notes will not be entitled to the collateral or any recovery with respect thereto. We cannot assure you that we or the collateral agent will be able to obtain any such consent. We also cannot assure you that the consents of any third parties will be given when required to facilitate a foreclosure on such assets. Accordingly, the collateral agent may not have the ability to foreclose upon those assets and the value of the collateral may significantly decrease.

Additionally, we are not required under the ABL Credit Facility and the security documents to create or perfect liens in assets where the agent under the ABL Credit Facility and we agree that such creation or perfection would be considered excessive in view of the benefits obtained therefrom by the lenders under the ABL Credit Facility.

The existence or imposition of certain permitted liens could adversely affect the value of the Notes Collateral.

The collateral securing the Notes is subject to liens permitted under the terms of the indenture governing the Notes. The existence of any permitted liens could adversely affect the value of the Notes Collateral as well as the ability of the collateral agent for the Notes to realize or foreclose on such collateral. The Notes Collateral securing the Notes may also secure our and the guarantors' future indebtedness and other obligations to the extent permitted by the indenture governing the Notes and the security documents. Rights to the Notes Collateral would be diluted by any increase in the indebtedness secured by the Notes Collateral.

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In the event of our bankruptcy, the ability of the holders of the Notes to realize upon the collateral will be subject to certain bankruptcy law limitations.

The ability of holders of the Notes to realize upon the collateral will be subject to certain bankruptcy law limitations in the event of our bankruptcy. Under federal bankruptcy law, secured creditors are prohibited from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such a debtor, without bankruptcy court approval, which may not be given. Moreover, applicable federal bankruptcy laws generally permit the debtor to continue to use and expend collateral, including cash collateral, and to provide liens senior to the liens of the collateral agent for the Notes to secure indebtedness incurred after the commencement of a bankruptcy case, provided that the secured creditor either consents or is given "adequate protection." "Adequate protection" could include cash payments or the granting of additional security, if and at such times as the presiding court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition of the collateral during the pendency of the bankruptcy case, the use of collateral (including cash collateral) and the incurrence of such senior indebtedness. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the Notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the Notes would be compensated for any delay in payment of loss of value of the collateral through the requirements of "adequate protection." Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on any pari passu debt secured by the common collateral, the indebtedness under the Notes would be "undersecured" and the holders of the Notes would have unsecured claims as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs, and attorneys' fees on undersecured indebtedness during the debtor's bankruptcy case.

The value of the collateral securing the Notes may not be sufficient to secure post-petition interest. Should our obligations under the Notes equal or exceed the fair market value of the collateral securing the Notes, the holders of the Notes may be deemed to have an unsecured claim.

In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding involving the Company or the guarantors, holders of the Notes will be entitled to post-petition interest under the U.S. Bankruptcy Code only if the value of their security interest in the collateral is greater than their pre-bankruptcy claim. Holders of the Notes may be deemed to have an unsecured claim if our obligation under the Notes equals or exceeds the fair market value of the collateral securing the Notes. Holders of the Notes that have a security interest in the collateral with a value equal to or less than their pre-bankruptcy claim will not be entitled to post-petition interest under the U.S. Bankruptcy Code. Any future bankruptcy trustee, the debtor-in-possession or competing creditors could possibly assert that the fair market value of the collateral with respect to the Notes on the date of the bankruptcy filing was less than the then-current principal amount of the Notes. Upon a finding by a bankruptcy court that the Notes are under- collateralized, the claims in the bankruptcy proceeding with respect to the Notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement on the part of holders of the Notes to receive post-petition interest and a lack of entitlement on the part of the unsecured portion of the Notes to receive other "adequate protection" under U.S. federal bankruptcy laws. In addition, if any payments of post-petition interest were made at the time of such a finding of under-collateralization, such payments could be re-characterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to the Notes. No appraisal of the fair market value of the collateral securing the Notes was prepared in connection with the offering of the Notes and, therefore, the value of the collateral agent's interests in the collateral may not equal or exceed the principal amount of the Notes. We cannot assure you that there will be sufficient collateral to satisfy our and the guarantors' obligations under the Notes.

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The waiver in the intercreditor agreement of rights of marshaling may adversely affect the recovery rates of holders of the Notes in a bankruptcy or foreclosure scenario.

The Notes and related guarantees are secured on a junior basis by the ABL Collateral. The intercreditor agreement provides that, at any time that obligations that have the benefit of the first-priority liens on the ABL Collateral are outstanding, the holders of the Notes, the trustee under the indenture governing the Notes and the collateral agent for the Notes may not assert or enforce any right of marshaling accorded to a junior lienholder, as against the holders of such indebtedness secured by first-priority liens on the ABL Collateral. Without this waiver of the right of marshaling, holders of such indebtedness secured by first-priority liens on the ABL Collateral would likely be required to liquidate collateral on which the Notes did not have a lien, if any, prior to liquidating the ABL Collateral, thereby maximizing the proceeds of the ABL Collateral that would be available to repay our obligations under the Notes. As a result of this waiver, the proceeds of sales of the ABL Collateral could be applied to repay any indebtedness secured by first-priority liens on the ABL Collateral before applying proceeds of other collateral securing indebtedness, and the holders of the Notes may recover less than they would have if such proceeds were applied in the order most favorable to the holders of the Notes.

The collateral may not be valuable enough to satisfy all the obligations secured by such collateral and may be diluted under certain circumstances.

The Notes and related guarantees are secured, subject to certain exceptions, by a first priority lien on the Notes Collateral and a second priority lien on the ABL Collateral. Such collateral may be shared with our future creditors. The actual value of the Notes Collateral at any time will depend upon market and other economic conditions. The Notes will also be secured on a second-priority lien basis (subject to certain exceptions) by substantially all of our and the guarantors' accounts receivable and inventory and cash and proceeds and products of the foregoing and certain assets related thereto.

The ABL Credit Facility is secured on a first-priority lien basis by the ABL Collateral and on a junior basis by the Notes Collateral. The ABL Collateral may be shared with our future creditors subject to limitations. Although the holders of obligations secured by first-priority liens on the ABL Collateral and the holders of obligations secured by second-priority liens on the ABL Collateral, including the Notes, will share in the proceeds of certain of the ABL Collateral, the holders of obligations secured by first-priority liens on the ABL Collateral will be entitled to receive proceeds from any realization of the ABL Collateral to repay the obligations held by them in full before the holders of the Notes and the holders of any other obligations secured by second-priority liens on the ABL Collateral receive any such proceeds.

In addition, the asset sale covenant and the definition of asset sale in the indenture governing the Notes have a number of significant exceptions pursuant to which we will be able to sell Notes Collateral without being required to reinvest the proceeds of such sale into assets that will comprise Notes Collateral or to make an offer to the holders of the Notes to repurchase the Notes.

As of December 31, 2014, we had $375.0 million of Notes outstanding, $124.2 million million outstanding under the Senior Unsecured Loan Facility, $35.6 million of indebtedness outstanding under the ABL Credit Facility, $3.5 million of indebtedness under the Dutch Revolving Credit Facility, and $1.1 million indebtedness under the French Credit Facility. Additionally, we have approximately $34.4 million of additional availability under the ABL Credit Facility and $14.6 million of additional availability under the Dutch Revolving Credit Facility. All indebtedness under our ABL Credit Facility is secured by first-priority liens on the ABL Collateral. In addition, under the terms of the indenture governing the Notes, we may incur additional indebtedness and grant certain additional liens on any property or asset that constitutes ABL Collateral on a first priority basis. Any grant of additional liens on the ABL Collateral, in which the Notes have a second-priority lien, would further dilute the value of such liens.

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The value of the pledged assets in the event of a liquidation will depend upon market and economic conditions, the availability of buyers and similar factors. No independent appraisals of any of the pledged property were prepared by or on behalf of us in connection with the offering of the Notes. If the proceeds of any sale of the pledged assets were not sufficient to repay all amounts due on the Notes, the holders of the Notes (to the extent their notes were not repaid from the proceeds of the sale of the pledged assets) would have only an unsecured claim against our remaining assets. By their nature, some or all of the pledged assets, particularly those assets in which the Notes have a first-priority security interest, may be illiquid and may have no readily ascertainable market value. Likewise, the pledged assets may not be saleable or, if saleable, there may be substantial delays in their liquidation. To the extent that liens, rights and easements granted to third parties encumber assets located on property owned by us or constitute subordinate liens on the pledged assets, those third parties may have or may exercise rights and remedies with respect to the property subject to such encumbrances (including rights to require marshalling of assets) that could adversely affect the value of the pledged assets located at that site and the ability of the collateral agent to realize or foreclose on the pledged assets at that site.

In addition, the indenture governing the Notes permits us to issue additional secured debt, including debt secured prior to or equally and ratably with the same assets pledged for the benefit of the holders of the Notes. This could reduce amounts payable to holders of the Notes from the proceeds of any sale of the collateral.

Subject to the ABL Collateral Agent's rights with respect to ABL Collateral, the right to take actions with respect to the collateral pursuant to the intercreditor agreements, including directing the collateral agent, resides with the authorized representative of the holders of the largest outstanding principal amount of indebtedness secured by a lien on the Note Collateral. If we issue additional debt in the future in a greater principal amount than the Notes, which additional debt is secured on an equal basis with the Notes, then the authorized representative for that debt would be able to exercise rights under the intercreditor agreements, rather than the authorized representative for the Notes.

The collateral securing the Notes is subject to casualty risks.

We intend to maintain insurance or otherwise insure against hazards in a manner appropriate and customary for our business. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any of the collateral, the insurance proceeds may not be sufficient to satisfy payment of the Notes.

Pledges of equity interests in foreign restricted subsidiaries directly owned by us or a guarantor may not constitute collateral for the repayment of the Notes because such pledges are not required to be perfected pursuant to foreign law pledge documents.

Part of the security for the repayment of the Notes consists of a pledge of 65% of the capital stock of foreign restricted subsidiaries directly owned by us or a guarantor. Although such pledges of capital stock are granted under U.S. security documents, it may be necessary or desirable to perfect such pledges under foreign law pledge documents. We are not required to provide such foreign law pledge documents. We cannot assure you that all such pledges will be effected and perfected under applicable foreign laws. Unless and until such pledges of equity interests are properly perfected, they may not constitute collateral for the repayment of the Notes.

Federal and state statutes allow courts, under specific circumstances, to void the Notes, the related guarantees and the security interests, subordinate claims in respect of the Notes, the guarantees and the security interests and/or require holders of the Notes to return payments received.

If we or any guarantor become a debtor in a case under the U.S. Bankruptcy Code or encounter other financial difficulty, under federal or state fraudulent transfer law, a court may void, subordinate or otherwise decline to enforce the Notes, the related guarantees and/or the security interests. A court might do so if it found that when we issued the Notes or the guarantor entered into its guarantee or when we or the guarantor granted a security interest, or in some states when payments became due under the Notes or the guarantees, we or the guarantor received less than reasonably equivalent value or fair consideration and either:


•	was insolvent or rendered insolvent by reason of such incurrence; or


•	was left with inadequate capital to conduct its business; or


•	believed or reasonably should have believed that it would incur debts beyond its ability to pay; or

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•	was a defendant in an action for money damages, or had a judgment for money damages docketed against it, if in either case, after final judgment, the judgment was unsatisfied.

The court might also void an issuance of Notes or a guarantee without regard to the above factors, if the court found that we issued the Notes or the applicable guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors.

A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the Notes or its guarantee or the security interests, if we or a guarantor did not substantially benefit directly or indirectly from the issuance of the Notes. If a court were to void the issuance of the Notes or guarantees you would no longer have any claim against us or the applicable guarantor or, with respect to the security interests, a claim with respect to the related collateral. Sufficient funds to repay the Notes may not be available from other sources, including the remaining obligors, if any. In addition, the court might direct you to repay any amounts that you already received from us or a guarantor.

In addition, any payment by us pursuant to the Notes made at a time we were found to be insolvent could be voided and required to be returned to us or to a fund for the benefit of our creditors if such payment is made to an insider within a one-year period prior to a bankruptcy filing or within 90 days for any outside party and such payment would give the creditors more than such creditors would have received in a distribution under Title 11 of the United States Code, as amended (the "Bankruptcy Code").

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:


•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or


•	if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or


•	it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the Notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

In addition, although each guarantee will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantors from being voided under fraudulent transfer laws, or may reduce that guarantor's obligation to an amount that effectively makes its guarantee of limited value or worthless.

Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the Notes to the claims of other creditors under the principle of equitable subordination, if the court determines that: (i) the holder of the Notes engaged in some type of inequitable conduct to the detriment of other creditors; (ii) such inequitable conduct resulted in injury to our other creditors or conferred an unjust advantage upon the holder of the Notes; and (iii) equitable subordination is not inconsistent with the provisions of the Bankruptcy Code.

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Any future note guarantees or additional liens on collateral could also be avoided by a trustee in bankruptcy.

The indenture governing the Notes provides that certain of our future subsidiaries will guarantee the Notes and secure their note guarantees with liens on their assets. The indenture governing the Notes also requires us and the guarantors to grant liens on certain assets that they acquire after the Notes are issued. Any future note guarantee or additional lien in favor of the collateral agent for the benefit of the holders of the Notes might be avoidable by the grantor (as debtor-in-possession) or by its trustee in bankruptcy or other third parties if certain events or circumstances exist or occur. For instance, if the entity granting the future note guarantee or additional lien were insolvent at the time of the grant and if such grant was made within 90 days before that entity commenced a bankruptcy proceeding (or one year before commencement of a bankruptcy proceeding if the creditor that benefited from the note guarantee or lien is an "insider" under the Bankruptcy Code), and the granting of the future note guarantee or additional lien enabled the holders of the Notes to receive more than they would if the grantor were liquidated under chapter 7 of the Bankruptcy Code, then such note guarantee or lien could be avoided as a preferential transfer.

If an actual trading market for the Notes is not maintained, the holders of the Notes may not be able to resell their Notes quickly, for the price that they paid or at all.

We cannot assure the holders of the Notes as to the liquidity of any trading market for the Notes or that such a market will be maintained. We have not applied for the Notes to be listed on any securities exchange or arranged for quotation of the Notes on any automated dealer quotation systems. The initial purchasers of the Notes advised us that they intended to make a market in the Notes, but they are not obligated to do so. Each initial purchaser may discontinue any market making at any time, in its sole discretion.

We also cannot assure the holders of the Notes that they will be able to sell their Notes at a particular time or at all, or that the prices that they receive when they sell them will be favorable. If an active trading market for the Notes is not maintained, the holders of the Notes may not be able to resell their Notes at their fair market value, or at all. The liquidity of, and trading market for, the Notes may also be adversely affected by, among other things:


•	the number of holders of the Notes;


•	prevailing interest rates;


•	our operating performance and financial condition;


•	the prospects for companies in our industry generally;


•	the interest of securities dealers in making a market; and


•	the market for similar securities.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices of securities similar to the Notes. It is possible that the market for the Notes will be subject to disruptions. Any disruptions may have a negative effect on holders, regardless of our prospects and financial performance.


Item 1B.	UNRESOLVED STAFF COMMENTS

Not applicable.


Item 2.	PROPERTIES

Our principal executive office and headquarters is located in Norcross, Georgia, in a leased facility. As of December 31, 2014, we owned or leased 29 facilities in the U.S., one in Canada and five in Europe of which 18 facilities were owned and 17 were leased.

In our U.S. Residential Products segment we operate from manufacturing and distribution facilities located in Phoenix, AZ; Anaheim, CA; Romoland, CA; Sacramento, CA; Woodland, CA; Denver, CO; Loveland, CO; Duluth, GA; Nappanee, IN; Ivyland, PA; Lancaster, PA; Feasterville, PA; Cleveland, TN; Grand Prairie, TX; Cedar City, UT; Spokane, WA; and one facility in Barrie, Ontario Canada.

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In our U.S. Commercial Products segment we operate from manufacturing and distribution facilities located in Helena, AR; Anaheim, CA; Perris Valley, CA; Duluth, GA; Jackson, GA; Tifton, GA; Gridley, IL; Bristol, IN; Nappanee, IN; St. Joseph, MN; Stayton, OR; Bloomsburg, PA; Lancaster, PA; Grapevine, TX; Mansfield, TX; Cedar City, UT; Spokane, WA; and Marshfield, WI.

Our European Roll Coated Aluminum Segment operates from manufacturing facilities located in Roermond, The Netherlands and Corby, United Kingdom.

Our European Engineered Products Segment operates from manufacturing facilities located in Andrezieux-Boutheon, France; Montreuil-Bellay, France and Barnsley, United Kingdom.

We believe that our facilities, taken as a whole, have adequate production capacity and sufficient manufacturing equipment to conduct business at levels meeting current demand. We continuously review our anticipated requirements for facilities and, on the basis of that review, may from time to time acquire additional facilities and/or dispose of existing facilities.


Item 3.	LEGAL PROCEEDINGS

We are currently party to legal proceedings that have arisen in the ordinary course of business. We believe that the ultimate outcome of these matters would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.


Item 4.	MINE SAFETY DISCLOSURES

Not applicable.

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Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

There is no established public trading market for the registrant’s common stock. The registrant’s issued and outstanding common stock is held by approximately 77 holders of record.

The registrant has not paid any cash dividends in the past. We anticipate that any earnings will be retained for development of our business and we do not anticipate paying any cash dividends in the foreseeable future. The ABL Credit Facility, the Senior Unsecured Loan Facility and the indenture governing the Notes all contain restrictions on the ability of our subsidiary, Euramax International to issue dividends to us and therefore restrict our ability to issue cash dividends. Any future dividends declared would be at the discretion of our board of directors and would depend on our financial condition, results of operations, contractual obligations, the terms of our financing agreements at the time a dividend is considered, and other relevant factors.

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Item 6.	SELECTED FINANCIAL DATA

The following data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited Consolidated Financial Statements and the notes thereto included under “Item 8. Financial Statements and Supplementary Data.” The statement of operations data for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, and the balance sheet data as of December 31, 2014 and December 31, 2013, are derived from the audited financial statements included elsewhere in this report. The statement of operations data for the years ended December 30, 2011 and December 31, 2010 and the balance sheet data as of December 31, 2012, December 30, 2011 and December 31, 2010 are derived from audited financial statements not included herein. Historical results are not necessarily indicative of results to be expected in the future.



	As of and for the Year Ended (1)
	December 31, 2014			December 31, 2013			December 31, 2012			December 30, 2011			December 31, 2010

	(in thousands)
Statement of Operations Data:
Net sales	$	854,745		$	826,672		$	837,140		$	933,678		$	883,700
Cost of goods sold (excluding depreciation and amortization)	725,748			699,962			701,045			785,165			732,451
Gross profit	128,997			126,710			136,095			148,513			151,249
Selling and general (excluding depreciation and amortization)	71,620			75,428			83,492			91,421			90,642
Depreciation and amortization	32,428			35,099			34,784			37,194			38,700
Other operating charges	6,359			9,165			6,425			8,404			2,939
Multiemployer pension withdrawal	—			—			39			1,200			—
Income (loss) from operations	18,590			7,018			11,355			10,294			18,968
Interest expense	(55,518		)	(54,078		)	(54,858		)	(55,579		)	(68,333		)
Other (loss) income, net	(23,153		)	7,404			5,012			(14,117		)	(3,484		)
Loss from continuing operations before income taxes	(60,081		)	(39,656		)	(38,491		)	(59,402		)	(52,849		)
(Benefit from) provision for income taxes	(802		)	(14,761		)	(1,723		)	3,315			(14,461		)
Loss from continuing operations	(59,279		)	(24,895		)	(36,768		)	(62,717		)	(38,388		)
Loss from discontinued operations, net of tax	—			—			—			—			(152		)
Net loss	$	(59,279	)	$	(24,895	)	$	(36,768	)	$	(62,717	)	$	(38,540	)
Balance Sheet Data:
Cash and cash equivalents	$	2,074		$	8,977		$	10,024		$	14,327		$	24,902
Working capital	75,132			88,050			84,003			90,365			120,476
Total assets	536,776			571,973			594,422			619,246			666,890
Total debt	539,515			535,396			516,674			507,988			503,169
Total shareholders' (deficit) equity	(173,106		)	(108,563		)	(85,992		)	(53,293		)	9,831

_______________________________________

(1)

Our fiscal years have historically ended on the last Friday in December of each calendar year. Beginning in 2012, our fiscal year ends on December 31, regardless of the day of the week on which it falls. Our fiscal years ended December 31, 2014, December 31, 2013, December 31, 2012 and December 30, 2011 are based on a 52 week period. Our fiscal year ended December 31, 2010 is based on a 53 week fiscal year.

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and accompanying notes included elsewhere in this report. In addition to historical information, this discussion may contain forward-looking statements that involve risks and uncertainties, including, but not limited to, those described in this report under "Item 1A, Risk Factors.” Future results could differ materially from those discussed below. See “Cautionary Statement Regarding Forward-Looking Statements” in Item 1A above. Historically, we operated on a 52 or 53 week fiscal year ending on the last Friday in December. Beginning in 2012, our fiscal year ends on December 31 regardless of the day of the week on which it falls. Our fiscal years consisted of 52 weeks for the years ended December 31, 2014, December 31, 2013, and December 31, 2012.

Our MD&A includes the following sections:


•	Overview and Executive Summary provides an overview of our business.


•	Results of Operations provides an analysis of our financial performance and results of operations for fiscal 2014 compared to fiscal 2013 and fiscal 2013 compared to fiscal 2012.


•	Liquidity and Capital Resources provides an overview of our financing, capital expenditures, cash flows and contractual obligations.


•	Critical Accounting Policies provides a discussion of our accounting policies that require critical judgment, assumptions and estimates.


•	Recently Issued Accounting Standards provides a brief description of significant accounting standards which were issued during the periods presented.

Overview and Executive Summary

We are a leading producer of metal and vinyl products sold to building products and recreational vehicle (RV) markets primarily in North America and Europe. We are a leader in several niche product categories, including preformed roof-drainage products sold in the U.S., metal roofing and siding for post frame construction in the U.S., and aluminum siding for towable RVs in the U.S. and Europe. Sales to the building products and RV markets accounted for approximately 75% and 13% of our 2014 net sales, respectively.

Our customers are located predominantly throughout North America and Europe and include distributors, contractors and home improvement retailers, as well as RV, transportation and other original equipment manufacturers ("OEMs"). We have extensive in-house manufacturing and distribution capabilities for our more than 10,000 unique products and operate through a network of 35 facilities, consisting of 29 in the U.S., one in Canada and five in Europe. We have over 50 years of experience manufacturing building products and RV exterior components, including our time as a division of our former parent, Alumax Inc., or Alumax, a fully integrated aluminum producer acquired by Alcoa Inc. in 1998. We have operated as an independent company since 1996 when our division was acquired in a management-led buyout.

Net sales and operating income totaled approximately $854.7 million and $18.6 million respectively, for the year ended December 31, 2014. For the year ended December 31, 2013 net sales and operating income were approximately $826.7 million and $7.0 million, respectively.

Our operating performance is primarily affected by the strength of demand for residential and commercial building materials as well as, to a lesser extent, recreational vehicles in the United States and Western Europe. Demand from the end markets we serve is influenced by macroeconomic trends, which affect consumer confidence, access to financing, levels of commercial construction and levels of residential repair and remodel activities.

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Our 2014 financial results reflect a significant improvement in both net sales and operating income over the prior year. During 2014, we completed a comprehensive assessment of our operations and initiated the execution of a number of transformative initiatives designed to improve our financial performance, including but not limited to the reorganization of our North American management structure, the creation of enhanced supply chain capabilities, rationalization of our salaried workforce, investments in proven business leaders, IT upgrades and the initiation of certain business development and revenue quality initiatives. We believe our emerging record of improvement, including three consecutive quarters of improvements in both net sales and operating income is the result of our management's assertive execution of strategic initiatives, which contributed to our elevated operating results in the second, third quarters and fourth quarters of 2014. We expect that these initiatives and an evolving high-performance culture will continue to have a meaningful impact on its operating results in future periods, including 2015.

In our U.S. segments, operating income improved $5.9 million, or 43.7%, compared to the prior year. Higher end market demand in both our U.S. Residential and U.S. Commercial business products segments combined with cost savings related to our operational initiatives contributed to the significant improvement in operating income for 2014 compared to 2013. In Europe, the end markets we serve continue to be negatively impacted by political unrest, economic uncertainty, and reduced consumer confidence. Despite the overall end market challenges, operating income for our European segments improved $7.6 million, or 181.0%, over the prior year. These improvements were partially offset by a $1.9 million decline in income from operations for our corporate non-allocated costs primarily related to consulting services during the executive transition period and the reversal of the long-term incentive plan recorded in 2013, partially offset by a decline in stock compensation costs during 2014, among other items. The overall improvement in our operating income is the result of continued emphasis on product profitability and business development initiatives in emerging markets. Additionally, we continue to take a proactive approach in managing current economic and political challenges through ongoing organizational initiatives which have reduced operating costs and improved efficiencies.

Approximately 31.1% of our net sales in 2014 were derived from markets outside of the U.S. As a result, our operating results, financial position and cash flows are subject to fluctuations in the value of foreign currencies, primarily the euro and British pound sterling, relative to the U.S. dollar. Accordingly, changes in the components of our operating results, financial position and cash flows may occur between periods by amounts that are disproportionate to changes valued in the local currencies of our operations. In 2014, strengthening of foreign currencies relative to the U.S. dollar increased net sales approximately $4.5 million, or 1.7% of our 2014 net sales in Europe.

Our operating performance is also subject to volatility in the price of our primary raw materials, aluminum and steel. These raw materials account for approximately 76% of our cost of sales. Changes in the cost of these raw materials are generally reflected in the selling prices for our products. Accordingly, fluctuations in our net sales and cost of sales may not be indicative of changes in the volume of products sold. In 2014, our net sales improved approximately $0.6 million compared to the prior year as a result of higher selling prices driven by increasing aluminum and steel costs.

Results of Operations

Our financial performance is affected by, among other factors, underlying trends in the United States and Europe that influence demand for products sold to residential repair and remodeling, commercial construction and RV markets.

•

Our building products sold for residential repair and remodeling activities include roof drainage products, vinyl windows, patios and awnings, and doors. Projects that utilize many of our roof drainage repair and remodeling products are often low cost activities that are necessary to prevent home damage as a result of wear and tear or weather damage. Roof drainage repair projects are often low cost and non‑discretionary in nature. Repair and remodeling activity related to products other than roof drainage are typically higher cost and driven by turnover and aging of housing stock, consumer sentiment, availability of home equity and consumer financing and, in the case of our vinyl window products, consumer interest in energy efficiency.

•

Our building products sold for commercial construction include, in the United States, light gauge steel and aluminum roofing and siding panels, trim and hardware and, in Europe, the Middle East and Asia, roll coated aluminum coil and sheet. Demand for these products is driven by consumer confidence, interest rates, consumer disposable income, the strength of agricultural markets, consumer access to affordable financing and commercial construction trends.

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•

Our commercial products sold to the RV market include siding and roofing. Demand for these RV products is driven by trends in disposable income, interest rates and general economic conditions, as well as similar demographic trends relating to the increased proportion of the United States and European population in the 55 through 74 year old age group, who serve as an important source of demand for our RV products.

Our sales volumes have historically been higher in the second and third quarters due to the seasonal demand of the building products markets we serve. Our working capital needs have been at their highest during these periods as well. See "Item 1A. Risk Factors—Risks Related to Our Business—Our business is subject to seasonality, with our highest sales volumes historically occurring during our second and third quarters."

Beginning in 2014, the Company has included net sales and the related cost of goods sold for certain commercial panels sold to customers in Residential markets within the U.S. Commercial Products Segment results. Previously, these products were included in the U.S. Residential Products Segment. The Company's 2013 and 2012 results have been adjusted to reflect this change in reportable segments.

The following table sets forth our statements of operations data expressed as a percentage of net sales for the years ended December 31, 2014, December 31, 2013 and December 31, 2012:



	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
Statement of Earnings Data:
Net sales	100.0	%	100.0	%	100.0	%
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	84.9	%	84.7	%	83.7	%
Selling and general (excluding depreciation and amortization)	8.4	%	9.1	%	10.0	%
Depreciation and amortization	3.8	%	4.2	%	4.2	%
Other operating charges	0.7	%	1.1	%	0.8	%
Income from operations	2.2	%	0.9	%	1.3	%
Interest expense	(6.5	)%	(6.5	)%	(6.6	)%
Other (loss) income, net	(2.7	)%	0.9	%	0.6	%
Loss before income taxes	(7.0	)%	(4.7	)%	(4.7	)%
Benefit from income taxes	(0.1	)%	(1.8	)%	(0.2	)%
Net loss	(6.9	)%	(2.9	)%	(4.5	)%

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Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013.

The following table sets forth net sales and income (loss) from operations data by segment for the years ended December 31, 2014 and December 31, 2013:



	Net Sales						Income (Loss) from Operations
	Year Ended						Year Ended
	December 31, 2014		December 31, 2013		Increase (Decrease)		December 31, 2014			December 31, 2013			Increase (Decrease)
	(dollars in millions)
U.S. Residential Products	$	279.9	$	266.5	5.0	%	$	20.7		$	16.7		24.0	%
U.S. Commercial Products	317.3		302.0		5.1	%	(1.3		)	(3.2		)	59.4	%
European Roll Coated Aluminum	192.5		193.5		(0.5	)%	12.6			11.0			14.5	%
European Engineered Products	65.0		64.7		0.5	%	(0.8		)	(6.8		)	88.2	%
Other Non-Allocated	—		—		—		(12.6		)	(10.7		)	(17.8	)%
Totals	$	854.7	$	826.7	3.4	%	$	18.6		$	7.0		165.7	%

Net Sales. Net sales includes revenue recognized from the sales of our products less provisions for returns, allowances, rebates and discounts. Our net sales increased $28.0 million, or 3.4%, to $854.7 million in 2014 compared to $826.7 million in 2013. Net sales growth for 2014 was primarily driven by our U.S. Residential and Commercial Products segments. Foreign currency translation resulted in an approximate $4.5 million increase in net sales during 2014 primarily as a result of the strengthening of the euro against the U.S. dollar on average compared to 2013. Excluding the impact of foreign currency, net sales increased $23.5 million.

Total net sales for our U.S. segments increased $28.7 million, or 5.0%, to $597.2 million in 2014 from $568.5 million in 2013.

Net sales in our U.S. Residential Products segment increased $13.4 million, or 5.0%, to $279.9 million in 2014 from $266.5 million in 2013. The increase in net sales was primarily the result of higher demand for our roof drainage and roofing accessory products to our distribution customers and from contractors for our vinyl window and patio offerings. These increases were partially offset by declines in our home center market during 2014 compared to 2013.

Net sales in our U.S. Commercial Products segment increased $15.3 million, or 5.1%, to $317.3 million in 2014 from $302.0 million in 2013. Higher net sales resulted from higher demand in the post frame construction markets and from OEMs in both the RV and transportation markets. Net sales increases were offset by a decline in demand in the architectural construction markets.

Total net sales for our European segments declined $0.7 million, or 0.3%, to $257.5 million in 2014 from $258.2 million in 2013. Foreign currency translation resulted in an approximate $4.5 million increase in net sales in 2014 primarily as a result of the strengthening of the euro against the U.S. dollar on average compared to 2013.

Net sales of our European Roll Coated Aluminum segment declined $1.0 million, or 0.5%, to $192.5 million in 2014 from $193.5 million in 2013. Foreign currency translation resulted in higher net sales of approximately $2.6 million compared to 2013 as a result of the strengthening of the euro and British pound sterling against the U.S. dollar. Excluding the impact of foreign currency, sales declined $3.6 million. Net sales declines resulted primarily from lower demand from OEMs in the transportation markets and were partially offset by higher net sales to RV OEMs and contractors in the high-end architectural markets during 2014.

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Net sales of our European Engineered Products segment increased $0.3 million, or 0.5%, to $65.0 million in 2014 from $64.7 million in 2013. Strengthening of foreign currencies on average, primarily the euro and British pound sterling against the U.S. dollar, resulted in higher net sales of approximately $1.9 million compared to 2013. Excluding the impact of foreign currency, net sales declined $1.6 million. This decline is primarily due to lower demand for automotive components sold to transportation OEMs and for windows and cabins used in the operator compartments of heavy equipment during 2014. Net sales of vinyl windows and doors to home improvement retailers and factory built holiday home manufacturers in the UK remained relatively flat in 2014 compared to the prior year.

Cost of Goods Sold. Cost of goods sold includes the cost of raw materials, manufacturing labor, packaging, utilities, freight, maintenance and other elements of manufacturing overhead. Cost of goods sold increased $25.7 million, or 3.7%, to $725.7 million in 2014 from $700.0 million in 2013. Foreign currency translation resulted in higher cost of goods sold of approximately $3.8 million compared to 2013 as a result of the strengthening of the euro against the U.S. dollar. Excluding the impact of foreign currency, cost of goods sold increased $21.9 million. The increase in cost of goods sold is primarily related to volume increases and higher raw material costs in our North America segments, partially offset by lower variable labor costs as a result of efficiency improvements and cost reducing initiatives across the Company. Lower sales volumes in our European segments also resulted in a reduction in cost of goods sold in 2014 compared to the prior year.

Selling and General. Selling and general expenses include salaries, benefits, incentive compensation, insurance, travel and entertainment and other administrative costs. Selling and general expenses declined $3.8 million, or 5.0%, to $71.6 million in 2014 from $75.4 million in 2013. Foreign currency translation resulted in higher selling and general costs of approximately $0.6 million compared to 2013 as a result of the strengthening of the euro and British pound sterling against the U.S. dollar. Excluding the impact of foreign currency, selling and general expenses declined $4.4 million. The decrease is primarily due to organizational initiatives to improve efficiency and streamline operations across the Company including the rationalization of our North American workforce and the realization of savings from ongoing initiatives in our European segments.

Other Operating Charges. Other operating charges include costs related to restructuring initiatives including facility closures, relocation, severance, and acquisition costs. Other operating charges in 2014 declined $2.8 million to $6.4 million in 2014 from $9.2 million in 2013. In the second quarter of 2014, after an ongoing review of our North American operations, we took steps to rationalize our workforce and to invest in select value-creating officer roles. These actions led to the elimination of certain non-essential salaried positions in our North America business segments and at our Corporate Headquarters in Norcross, GA. We believe these steps will result in a more competitive platform that provides both meaningful operational and cost benefits.

In 2014, other operating charges included $2.4 million for severance and professional fees related to consulting services during the executive transition period. Ongoing restructuring initiatives in the European Engineered Products segment totaled $1.6 million, including approximately $0.6 million of severance in the UK and $1.0 million of severance for various social programs in France. The remaining other operating charges were comprised of $0.8 million related to the write-off of assets recognized in prior periods for North America and $1.2 million in severance and relocation costs in the U.S. primarily related to the workforce rationalization and organizational initiatives to reduce operating costs and improve efficiencies. Total costs related to the workforce rationalization include $0.4 million in the Residential Products segment, $0.4 million in the Commercial Products segment, and $0.2 million in other non-allocated charges for corporate employees. The European Roll Coated Aluminum segment also incurred $0.4 million in severance and relocation associated with efforts to reduce operating costs and improve efficiencies.

In 2013, other operating charges included $5.5 million in the European Engineered Products Segment primarily related to the relocation and consolidation of multiple plant facilities in the UK into one operating facility. These costs included $1.9 million in severance and relocation, a $1.6 million loss on the sale of land and buildings, a $1.1 million impairment of capitalized software costs as a result of the decision to abandon the implementation of an ERP system that did not align with our relocation and consolidation activities, and $0.9 million of severance costs for various social programs in France. Approximately $2.0 million related to a transition services agreement and various other expenses associated with the resignation of our former chief executive officer in November 2013. The remaining $1.7 million of other operating charges were primarily comprised of severance and relocation costs in both the U.S. and Europe related to various organizational initiatives to reduce operating costs and improve efficiencies.

Depreciation and Amortization. Depreciation and amortization declined $2.7 million, or 7.7%, to $32.4 million in 2014 from $35.1 million in 2013.

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Income (Loss) From Operations. As a result of the aforementioned items, our income from operations was $18.6 million for 2014, compared to $7.0 million for 2013.

Income (loss) from operations of our U.S. Residential Products segment improved $4.0 million to income of $20.7 million for 2014 from income of $16.7 million for 2013. Excluding the increase in other operating charges of $0.2 million, income from operations improved $4.2 million. This improvement is primarily related to higher sales volumes for the year-ended December 31, 2014 compared to the prior year and due to lower selling and general costs in the current year as a result of the our operational initiatives including work force rationalization and sales force optimization implemented in the second half of 2014. Lower depreciation and amortization also contributed to the improvement in income from operations over the prior year.

Income (loss) from operations of our U.S. Commercial Products segment improved $1.9 million to a loss of $1.3 million for 2014 from a loss of $3.2 million in 2013. Excluding the increase in other operating charges of $0.9 million, income from operations improved $2.8 million. This improvement is primarily the result of higher sales volumes compared to 2013 and operational initiatives implemented in the second half of 2014. Lower depreciation and amortization also contributed to the improvement in income from operations over the prior year.

Income (loss) from operations of our European Roll Coated Aluminum segment improved $1.6 million to income of $12.6 million for 2014 from income of $11.0 million for 2013. The improvement in operating income despite the overall decline in volume was primarily due to lower selling and general costs during 2014 compared to the prior year and improved gross margins as a result of higher net sales in the RV market during 2014.

Income (loss) from operations of our European Engineered Products segment improved $6.0 million to a loss of $0.8 million for 2014 from a loss of $6.8 million for 2013. This improvement was primarily due to a $3.9 million decline in other operating charges from approximately $5.5 million in 2013 compared to $1.6 million in 2014. Other operating charges in 2013 related primarily to the relocation and consolidation of multiple plant facilities into one location in the UK. Excluding the impact of other operating charges, loss from operations improved $2.1 million over the prior year despite flat net sales. This improvement in income from operations reflects our organizational initiatives to streamline operations and improve efficiency and reflects a focus on customer and product profitability initiatives.

Interest Expense. Interest expense increased $1.4 million, or 2.6%, to $55.5 million in 2014 from $54.1 million in 2013. Interest expense is primarily comprised of interest on our Senior Secured Notes, Senior Unsecured Notes, ABL Credit Facility, and Dutch Revolving Credit Facility.

Other Income (Loss), Net. Other income (loss), net includes translation gains and losses on intercompany obligations, gains and losses on asset disposals, interest income and other income or expense items of a non-operating nature.

Other income (loss), net in 2014 of $23.2 million consisted primarily of translation losses on intercompany obligations due to the weakening of the euro versus the U.S. dollar at December 31, 2014 compared to December 31, 2013 totaling $24.3 million, which were offset by gains on forward foreign currency contracts of $1.1 million.

Other income (loss), net in 2013 of $7.4 million consisted primarily of translation gains on intercompany obligations due to the strengthening of the euro compared to the U.S. dollar totaling $7.6 million. Additionally, net gains of $0.2 million as a result of various legal settlements were offset by losses on forward foreign currency contracts of $0.4 million.

Income Tax (Benefit) Provision. We reported an income tax benefit of $0.8 million for 2014, as compared to an income tax benefit of $14.8 million for 2013. Benefit from income taxes during the year ended December 31, 2013 included a benefit of approximately $12.4 million related to the reversal of a reserve for an uncertain tax position taken in a prior period as a result of the expiration of the statute of limitations. During 2013, we recognized approximately $9.0 million in previously unrecognized tax benefits and an additional $3.2 million related to the reversal of accrued interest and penalties associated with the position. Our effective tax rates were a benefit of 1.3% for 2014 and 37.2% for 2013.

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Our effective tax rate for the year ended December 31, 2014 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations as compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and for U.S. federal and state net operating losses. Our effective tax rate reflects a full valuation allowance on losses in the United States. Without a valuation allowance, earnings from the United States are generally taxed at rates higher than the foreign statutory tax rates. The effective tax rate also reflects a full valuation allowance on losses in the UK. A change in the mix of pretax income from the various tax jurisdictions can have a significant impact on our periodic effective tax rate.

Our effective tax rate for the year ended December 31, 2013 differed from the U.S. statutory rate primarily due to the reversal of an uncertain tax position in the U.S. as a result of the expiration of the applicable statute of limitations. Other factors impacting the effective rate include lower tax rates of our foreign operations as compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and for U.S. federal and state net operating losses.

Net Loss. Our net loss was $59.3 million for 2014, compared to a net loss of $24.9 million for 2013. The increase in net loss for 2014 was primarily the result of $24.3 million in unrealized foreign currency losses on intercompany obligations in the current year compared to unrealized gains of $7.6 million in 2013 and a benefit from income taxes in 2013 which resulted in net income of approximately $12.4 million from the reversal of an uncertain tax position due to the expiration of applicable statute of limitations. Excluding these items net loss improved $9.9 million for the year-end December 31, 2014 compared to the prior year.

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012.

The following table sets forth net sales and income (loss) from operations data by segment for the years ended December 31, 2013 and December 31, 2012:



	Net Sales						Income (Loss) from Operations
	Year Ended						Year Ended
	December 31, 2013		December 31, 2012		Increase (Decrease)		December 31, 2013			December 31, 2012			Increase (Decrease)
	(dollars in millions)
U.S. Residential Products	$	266.5	$	258.9	2.9	%	$	16.7		$	19.3		(13.5	)%
U.S. Commercial Products	302.0		314.5		(4.0	)%	(3.2		)	1.8			(277.8	)%
European Roll Coated Aluminum	193.5		196.1		(1.3	)%	11.0			9.2			19.6	%
European Engineered Products	64.7		67.6		(4.3	)%	(6.8		)	(6.6		)	(3.0	)%
Other Non-Allocated	—		—		—		(10.7		)	(12.3		)	13.0	%
Totals	$	826.7	$	837.1	(1.2	)%	$	7.0		$	11.4		(38.6	)%

Net Sales. Net sales include the revenue recognized from the sales of our products less provisions for returns, allowances, rebates and discounts. Our net sales declined $10.4 million, or 1.2%, to $826.7 million in 2013 compared to $837.1 million in 2012. Demand in our U.S. Commercial Products segment in 2013 was negatively impacted by continuing economic uncertainty in the commercial construction markets, while net sales in our U.S. Residential Products segment increased over the prior year, driven by increased demand during the second and third quarters of 2013. Net sales for our European operating segments continue to be negatively impacted by economic uncertainty and reduced consumer confidence primarily in the RV and transportation end markets we serve. Demand for architectural and industrial projects in our European segments increased modestly despite market challenges in Western Europe, as a result of ongoing business development initiatives in emerging markets. Foreign currency translation resulted in an approximate $4.6 million increase in net sales during 2013 primarily as a result of the strengthening of the euro against the U.S. dollar compared to 2012.

Total net sales for our U.S. segments declined $4.9 million, or 0.9%, to $568.5 million in 2013 from $573.4 million in 2012.

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Net sales of our U.S. Residential Products segment increased $7.6 million, or 2.9%, to $266.5 million in 2013 from $258.9 million in 2012. Sales of our patio covers and vinyl window products improved over the prior year driven by broader economic improvements in the residential repair and remodel sector. Demand for our roof drainage and roofing accessory products in both the home center and distributor markets also benefited from favorable weather conditions during the second and third quarters of 2013 compared to significant drought conditions experienced in the prior year. Higher demand in our end markets was partially offset by an overall decline in sales prices.

Net sales of our U.S. Commercial Products segment declined $12.5 million, or 4.0%, to $302.0 million in 2013 from $314.5 million in 2012. Net sales declines were primarily the result of lower demand in the post frame construction market combined with lower sales prices as a result of lower metal raw material costs. We believe the decline in demand was the result of continuing economic uncertainty in the commercial construction markets combined with excessive snow fall and extreme weather conditions throughout many of our core sales territories in the United States during the first and fourth quarters of 2013. Additionally, sales volume of specialty coated steel and aluminum coils declined in the current year. The declines were partially offset by higher net sales in the RV and transportation markets.

Total net sales for our European segments declined $5.5 million, or 2.1%, to $258.2 million in 2013 from $263.7 million in 2012. Foreign currency translation resulted in an approximate $4.6 million increase in net sales in 2013 primarily as a result of the strengthening of the euro against the U.S. dollar compared to 2012.

Net sales of our European Roll Coated Aluminum segment declined $2.6 million, or 1.3% , to $193.5 million in 2013 from $196.1 million in 2012. The decline in net sales was primarily due to lower demand for specialty coated coil and panels sold to OEMs in the RV industry. Demand in the RV market has been negatively impacted by adverse economic conditions in Europe which has resulted in economic uncertainty and lower consumer confidence. Demand for specialty coated aluminum coils and panels used in architectural and industrial applications and in the transportation industry increased over the prior year, despite the economic challenges in Western Europe, as a result of successful business development initiatives in emerging markets. Strengthening of foreign currencies, primarily the euro, increased net sales approximately $4.1 million compared to 2012.

Net sales of our European Engineered Products segment declined $2.9 million, or 4.3%, to $64.7 million in 2013 from $67.6 million in 2012. Demand in this segment has been negatively impacted by adverse economic conditions in Europe. Specifically, declines in net sales were primarily the result of lower demand for engineered components sold to suppliers in the transportation market and lower demand for residential windows, doors and shower enclosures sold to distributors and home improvement retailers in the UK. Sales declines in these markets were partially offset by increased demand for factory built holiday homes in the UK primarily as a result of increased production at a significant holiday home manufacturer. Strengthening of foreign currencies, primarily the euro, increased net sales approximately $0.5 million compared to 2012.

Cost of Goods Sold. Cost of goods sold includes the cost of raw materials, manufacturing labor, packaging, utilities, freight, maintenance and other elements of manufacturing overhead. Cost of goods sold declined $1.0 million, or 0.1%, to $700.0 million in 2013 from $701.0 million in 2012. The decline in cost of goods sold is primarily related to volume declines in both our U.S. Commercial Products segment and European operating segments. Cost of goods sold also decreased as a result of lower metal raw material costs primarily in our U.S. Commercial Products segment in the current year compared to the prior year. Strengthening of foreign currencies, primarily the euro, increased cost of goods sold approximately $3.7 million compared to 2012.

Selling and General. Selling and general expenses include salaries, benefits, incentive compensation, insurance, travel and entertainment and other administrative costs. Selling and general expenses declined $8.1 million, or 9.7%, to $75.4 million in 2013 from $83.5 million in 2012. Overall declines in sales volumes combined with restructuring and organizational initiatives in both North America and Europe resulted in an overall reduction in selling and general and other administrative costs. These initiatives, while undertaken in response to continued relative softness in demand, are expected to contribute to higher levels of operating performance as markets recover. Strengthening of foreign currencies, primarily the euro, increased selling and general expenses approximately $0.2 million compared to 2012.

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In 2013, other operating charges included $5.5 million in the European Engineered Products Segment primarily related to the relocation and consolidation of multiple plant facilities in the UK into one operating facility. These costs included $1.9 million of severance and relocation, a $1.6 million loss on the sale of land and buildings, a $1.1 million impairment of capitalized software costs as a result of the decision to abandon the implementation of an ERP system that did not align with the Company’s relocation and consolidation activities, and $0.9 million of severance costs for various social programs in France. Approximately $2.0 million related to a transition services agreement and various other expenses associated with the resignation of the Company’s chief executive officer in November 2013. The remaining $1.7 million of other operating charges were primarily comprised of severance and relocation costs in both the U.S. and Europe related to various organizational initiatives to reduce operating costs and improve efficiencies.

In 2012, other operating charges included $3.4 million in restructuring and relocation initiatives in the European Engineered Products segment, including $3.2 million in severance and relocation charges related to the relocation of multiple plant facilities in the UK into one operating location and $0.2 million of severance charges for various social programs in France. Other operating charges also included $1.7 million of severance and relocation in both the U.S. and Europe related to cost savings initiatives and restructuring activities, $1.0 million of legal and professional fees related to the Company's North America reorganization, and $0.3 million of costs related to the acquisition of CTI.

Depreciation and Amortization. Depreciation and amortization increased $0.3 million, or 0.9%, to $35.1 million in 2013 from $34.8 million in 2012.

Income (Loss) From Operations. As a result of the aforementioned items, our income from operations was $7.0 million for 2013, compared to $11.4 million for 2012.

Income (loss) from operations of our U.S. Residential Products segment declined $2.6 million to income of $16.7 million for 2013 from income of $19.3 million for 2012. The decline in income from operations resulted from an increase in other manufacturing costs primarily related to increases in labor, freight and packaging costs during the current year. The impact of higher manufacturing costs was partially offset by a decline in selling, general and administrative costs during the current year. Other operating charges, primarily related to plant closures and other cost saving initiatives, also declined approximately $0.3 million from $0.6 million in 2012 to $0.3 million in 2013.

Income (loss) from operations of our U.S. Commercial Products segment declined $5.0 million to a loss of $3.2 million for 2013 from income of $1.8 million in 2012. This decrease is primarily the result of overall volume declines in 2013 combined with higher labor and warranty costs during the current year. Other operating charges in 2013 totaled approximately $0.6 million compared to approximately $0.3 million in 2012. Other operating charges were primarily related to various operational initiatives in North America.

Income (loss) from operations of our European Roll Coated Aluminum segment improved $1.8 million to income of $11.0 million for 2013 from income of $9.2 million for 2012. Operating income improved despite the overall decline in net sales primarily from a reduction in manufacturing and other operating costs as a result of operational cost savings initiatives. Income from operations in 2013 included approximately $0.5 million of other operating charges compared to $0.7 million in 2012. These initiatives are primarily related to severance and other expenses incurred to streamline operations and adjust to the continuing economic environment in Europe.

Income (loss) from operations of our European Engineered Products segment declined $0.2 million to a loss of $6.8 million for 2013 from a loss of $6.6 million for 2012. Income (loss) from operations in 2013 included approximately $5.5 million of other operating charges compared to approximately $3.4 million in 2012. Other operating charges are primarily comprised of costs related to the Company's decision to consolidate three operating facilities in the UK into one operating facility and the impairment of previously capitalized ERP costs. Excluding the impact of other operating charges, income (loss) from operations improved $1.9 million over the prior year. This improvement is a result of organizational initiatives to streamline operations and improve efficiency, as well as a focus on customer and product profitability initiatives.

Interest Expense. Interest expense declined $0.8 million, or 1.5%, to $54.1 million in 2013 from $54.9 million in 2012.

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Other income (loss), net in 2012 of $5.0 million included translation gains of $4.9 million on intercompany obligations and a $0.5 million gain on the sale of the Elkhart facility and related assets. These gains were partially offset by a $0.3 million loss recognized on the Company's forward foreign exchange contracts.

Income Tax (Benefit) Provision. We reported an income tax benefit of $14.8 million for 2013, as compared to an income tax benefit of $1.7 million for 2012. Benefit from income taxes during the year ended December 31, 2013 included a benefit of approximately $12.4 million related to the reversal of a reserve for an uncertain tax position taken in a prior period as a result of the expiration of the statute of limitations. We recognized approximately $9.0 million in previously unrecognized tax benefits and an additional $3.2 million related to the reversal of accrued interest and penalties associated with the position. Our effective tax rates were a benefit of 37.2% for 2013 and 4.5% for 2012.

Our effective tax rate for the year ended December 31, 2012 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations as compared to the U.S. federal rates, and recognition of valuation allowances related to net losses in the UK and for U.S. federal and state net operating losses. Our effective tax rate reflects a full valuation allowance on losses in the United States. Without a valuation allowance, earnings from the United States are generally taxed at rates higher than the foreign statutory tax rates. The effective tax rate also reflects a full valuation allowance on losses in the UK. A change in the mix of pretax income from the various tax jurisdictions can have a significant impact on our periodic effective tax rate.

Net Loss. Our net loss was $24.9 million for 2013, as compared to a net loss of $36.8 million for 2012.

Liquidity and Capital Resources

Our principal sources of liquidity are cash and cash equivalents, cash from operations and borrowings under the ABL Credit Facility. As of December 31, 2014, we had cash and cash equivalents of $2.1 million. Net cash used in operating activities was $3.7 million for the year ended December 31, 2014 compared to net cash used in operating activities of $10.3 million for the year ended December 31, 2013. As of December 31, 2014, we had $35.6 million outstanding and availability of $34.4 million under the ABL Credit Facility. The Dutch Revolving Credit Facility provides revolving credit financing of up to €15 million and had $3.5 million of outstanding borrowings at December 31, 2014.

Our ability to make payments on and to refinance our indebtedness, to fund planned capital expenditures and to satisfy our other capital and commercial commitments will depend on our ability to generate cash flow in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We believe our December 31, 2014 cash levels, together with our cash from operations and borrowings under the ABL Credit Facility, will be adequate to fund our cash requirements based on our current level of operations for at least the next twelve months. We cannot assure you, however, that our business will generate sufficient cash flow from operations, that net sales growth and operating improvements will be realized or that future borrowings will be available under the ABL Credit Facility in an amount sufficient to enable us to service our indebtedness or to fund our other liquidity needs. In particular, the availability under the ABL Credit Facility is determined based on a borrowing base which can decline due to various factors. See “Risk Factors-Risks Related to Our Indebtedness-We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes, and may not be able to refinance our indebtedness on favorable terms. If we are unable to do so, we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.”

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Other risks that could materially adversely affect our ability to meet our debt service obligations include, but are not limited to, a decline in gross domestic product levels, weakening of the residential and commercial construction markets, commodity price risks and volatility related to increases in the cost of aluminum, steel or raw materials generally, our ability to protect our intellectual property, rising interest rates, the loss of key personnel, our ability to continue to invest in equipment, a decline in relations with our key distributors and dealers, and our ability to reach satisfactory arrangements with our lenders to extend the maturity date of certain of our indebtedness, as required by the terms of our ABL Credit Facility. In addition, any of the other factors discussed under ‘‘Risk Factors’’ may also significantly impact our liquidity.

We are constantly evaluating our capital structure and alternatives to our debt structure. We may in the future seek to refinance all or part of our debt by entering into new credit facilities or issuing public or private debt or equity securities in the capital markets. We may seek to repurchase our debt from holders thereof. We cannot assure you that we would be successful in any such effort, which would be subject to market conditions, regulatory approval and numerous other factors beyond our control.

Our ability to refinance our indebtedness on favorable terms, or at all, is directly affected by global economic and financial conditions and other economic factors that are outside our control. In addition, our ability to incur secured indebtedness (which may enable us to achieve better pricing than the incurrence of unsecured indebtedness) depends in part on the covenants in our credit facilities, indenture and stockholders agreement and the value of our assets, which depends, in turn, on the strength of our cash flows, results of operations, economic and market conditions and other factors.

We are currently in compliance with our financial covenants relating to our debt. See Note 5 to our consolidated financial statements for more information regarding our debt covenants.

Notes

Our Notes consist of an aggregate principal amount of $375 million, which were issued pursuant to an indenture (the "Indenture"), dated March 18, 2011, among Euramax Holdings, Inc. ("Euramax Holdings"), Euramax International, Inc. ("Euramax International"), and certain of its domestic subsidiaries as guarantors, and Wells Fargo Bank, National Association, the Trustee. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings and Amerimax Richmond Company, a 100% owned domestic subsidiary of Euramax International. The Notes bear interest at 9.50% per year and mature on April 1, 2016, unless earlier redeemed or repurchased by Euramax International. Interest is payable semi-annually on April 1 and October 1 of each year.

The Notes are secured by a first priority security interest in (i) substantially all of the assets of Euramax International and the guarantors (other than inventory and accounts receivable and related assets, which assets secure the ABL Credit Facility on a first priority basis) and (ii) all of Euramax International's capital stock and the capital stock of each material domestic restricted subsidiary owned by Euramax International or a guarantor and 65% of the voting capital stock and 100% of any non-voting capital stock of foreign restricted subsidiaries directly owned by us or a guarantor, and a second priority security interest in our inventory, receivables and related assets.

The Notes may be redeemed at Euramax International's option, in whole or in part, under the conditions specified in the Indenture plus accrued and unpaid interest to the redemption date, at the following redemption prices if redeemed during the 12-month period beginning on April 1 of the years indicated:



Year	Percentage
2013	107.125	%
2014	104.750	%
2015 and thereafter	100.000	%

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The Indenture governing the Notes contains restrictive covenants that limit, among other things, the ability of Euramax International and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants. These restrictive covenants also limit Euramax International's ability to transfer cash or assets to Euramax Holdings, whether by dividend, loan or otherwise. The Indenture also contains customary events of default. If Euramax International undergoes a change of control (as defined in the Indenture), Euramax International will be required to make an offer to repurchase the Notes at 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption.

Senior Unsecured Loan Facility

In March 2011, Euramax Holdings, Euramax International, and certain of its domestic subsidiaries entered into the Senior Unsecured Loan Facility in the aggregate principal amount of $125 million. The indebtedness incurred under the Senior Unsecured Loan Facility was issued at 98% of par on March 18, 2011 and matures on October 1, 2016. The difference between the consideration received and the aggregate face amount of the Senior Unsecured Loan Facility ($0.8 million) is being amortized and recorded in interest expense using the effective interest rate method over the term. The Senior Unsecured Loan Facility bears interest at 12.25% per year in the event no election is made to pay interest in kind (PIK), and 14.25% (7.875% cash pay and 6.375% PIK) per annum in the event a PIK election is made. Euramax International may make a PIK election for up to six quarters during the term of the Senior Unsecured Loan Facility. The interest rate on outstanding borrowings at December 31, 2014 was 12.25%, as the Company has not made a PIK election.

Euramax International may prepay outstanding amounts under the Senior Unsecured Loan Facility, in whole or in part, at the prices (expressed as percentages of the loans) set forth below:



Prepayment Date	Percentage
On or after the second anniversary of the closing but prior to the third anniversary thereof	103	%
On or after the third anniversary of the closing but prior to the fourth anniversary thereof	102	%
On or after the fourth anniversary of the closing	100	%

Upon a change of control, Euramax International may be required to prepay all or a portion of the Senior Unsecured Loan Facility at a price equal to 101% of the principal amount plus accrued and unpaid interest. All obligations under the Senior Unsecured Loan Facility are unconditionally guaranteed by Euramax Holdings, Euramax International, and substantially all of Euramax International's existing and future direct and indirect 100% owned domestic material restricted subsidiaries subject to certain exceptions.

The Senior Unsecured Loan Facility contains restrictive covenants that limit, among other things, the ability of Euramax International and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants.

The Senior Unsecured Loan Facility contains certain customary representations and warranties, affirmative covenants and events of default, including among other things, payment defaults, covenant defaults, cross‑defaults to certain indebtedness, certain events of bankruptcy, material judgments, and failure of any guaranty supporting the Senior Unsecured Loan Facility to be in force and effect in any material respect. If such an event of default occurs, the administrative agent would be entitled to take various actions, including the acceleration of amounts due under the Senior Unsecured Loan Facility and all actions permitted to be taken by an unsecured creditor.

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ABL Credit Facility

On March 18, 2011, Euramax Holdings, Euramax International, and certain of its domestic subsidiaries entered into the ABL Credit Facility with various lenders, Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner. The ABL Credit Facility provides for revolving credit financing of up to $70 million, subject to a borrowing base, and matures on March 1, 2018. However, if the Administrative Agent has not received on or before December 31, 2015 evidence satisfactory to such agent that the scheduled maturity dates of the indebtedness arising under the Indenture and the Senior Unsecured Loan Facility, in each case, have been extended to a date that is at least 90 days after March 1, 2018, then the maturity date for the ABL Credit facility will accelerate to January 31, 2016. In March 2014, Wells Fargo Capital Finance, LLC ceased to be Co-Collateral Agent and a Lender under the ABL Credit Facility.

On March 21, 2014 and May 8, 2014, the ABL Credit Facility was amended to, among other items, (i) reduce the applicable margin rate for LIBOR borrowings from a range of 2.00% to 2.75% to a range of 1.75% to 2.25% and reduce the applicable margin rate for Base Rate borrowings from a range of 1.00% to 1.75% to a range of 1.00% to 1.25%, in each case, based on average excess availability rather than corporate credit ratings of the Company, (ii) reduce the minimum excess availability threshold to $1.0 million, (iii) reduce the fixed charge coverage ratio from 1.15 to 1.00, (iv) suspend the testing of the fixed charge coverage ratio (A) during fiscal year 2014, unless a Seasonal Overadvance A is then in effect, (B) at all other times including during fiscal year 2014 during the occurrence of a Seasonal Overadvance B or (C) during the occurrence of a Seasonal Overadvance C, (v) suspend the testing of the minimum consolidated EBITDA test except (A) during fiscal year 2014 if a Seasonal Overadvance A is then in effect, (B) at any time during the life of the ABL Credit Facility, during the occurrence of a Seasonal Overadvance B or (C) at any time during the life of the ABL Credit Facility during the occurrence of a Seasonal Overadvance C, and (vi) provide for the three mutually exclusive overadvance facilities as described below.

"Seasonal Overadvance A", in the amount of $15.0 million, is available to the Company from February 1 of each year through May 31 of each such year, subject to the Company demonstrating compliance with the fixed charge coverage ratio of 1.00:1.00, payment of a fee in the amount of 0.20% of the amount of such facility (the "Seasonal Overadvance Fee") and other customary conditions.

"Seasonal Overadvance B", in the amount of $9.0 million, is available to the Company from February 1 of each year through November 30 of each such year, subject to the Company demonstrating compliance with a U.S. fixed charge coverage ratio of at least 1.00:1.00, payment of the Seasonal Overadvance Fee (except to the extent already paid during such calendar year), maintenance of a U.S. fixed charge coverage ratio of at least 1.00:1.00 and other customary conditions.

"Seasonal Overadvance C", in the amount of the lesser of (i) $6.0 million and (ii) the sum of (a) 10% of the first component of the borrowing base and (b) 10% of the second component of the borrowing base, is available to the Company from February 1 of each year through August 22 of each such year, subject to the payment of the Seasonal Overadvance Fee (except to the extent already paid during such calendar year), maintenance of a minimum consolidated EBITDA over the trailing twelve months of $52.0 million ($50.0 million for fiscal 2014) and other customary conditions.

Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either (a) LIBOR plus an applicable margin or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by Regions Bank as its "prime rate" for commercial loans, (2) the federal funds effective rate plus 0.50% and (3) the one-month LIBOR plus 1.00%, plus an applicable margin. The applicable margin is dependent upon the type of borrowings Euramax International has made under the ABL Credit Facility. At December 31, 2014, the applicable margins were subject to Euramax International’s Average Excess Availability Percentage for the most recently ended fiscal quarter and range from 1.75% and 2.25% for LIBOR borrowings and 1.00% to 1.25% for Base Rate borrowings. The weighted average interest rate at December 31, 2014, including the applicable margin payable on outstanding borrowings under the ABL Credit Facility, was 2.41%. The ABL Credit Facility requires Euramax International to pay a commitment fee ranging from 0.375% to 0.5%, based on the unutilized commitments. Euramax International is also required to pay customary letter of credit fees, including, without limitation, a letter of credit fee equal to the applicable margin on revolving credit LIBOR loans and fronting fees.

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All obligations under the ABL Credit Facility are unconditionally guaranteed by Euramax Holdings, Euramax International, and Amerimax Richmond Company, a 100% owned domestic subsidiary of Euramax International, and any future direct and indirect 100% owned domestic restricted subsidiaries which are not borrowers. All obligations under the ABL Credit Facility are secured, subject to certain exceptions, by a first‑priority security interest in Euramax International’s and the Guarantors’ inventory and accounts receivable and related assets, referred to as the ABL Collateral, and a junior‑priority security interest in (i) substantially all of Euramax International’s and the Guarantors’ assets (other than inventory and accounts receivable and related assets, which assets secure the ABL Credit Facility on a first priority basis) and (ii) all of Euramax International’s capital stock and the capital stock of each material domestic restricted subsidiary owned by Euramax International or a Guarantor and 65% of the voting capital stock and 100% of any non-voting capital stock of foreign restricted subsidiaries directly owned by Euramax International or a Guarantor, which we refer to collectively as the Notes Collateral.

The ABL Credit Facility contains affirmative and negative covenants customary for this type of financing, including, but not limited to certain financial covenants in the event excess availability is less than 12.5% of the lesser of the aggregate amount of commitments outstanding at such time and the borrowing base. As of December 31, 2014, excess availability exceeded 12.5% of the borrowing base; therefore, Euramax International was not required to meet the Minimum Consolidated Adjusted EBITDA or Minimum Consolidated Fixed Charge Coverage Ratio. Additionally, restrictive covenants limit the ability of Euramax International and certain of its subsidiaries to incur liens, incur, assume or permit to exist additional indebtedness, guarantees and other contingent obligations, consolidate, merge or sell all or substantially all of their assets, pay dividends or make other distributions, make certain loans and investments, amend or otherwise alter the terms of documents related to certain of their indebtedness, enter into transactions with affiliates and prepay certain indebtedness, in each case, subject to exclusions, and other customary covenants.

Dutch Revolving Credit Facility

In February 2012, our 100% owned subsidiary in the Netherlands, Euramax Coated Products, BV entered into the Dutch Revolving Credit Facility with Rabobank Roermond (Rabobank). The Dutch Revolving Credit Facility provides revolving credit financing of up to €15 million and matures on April 1, 2016. Borrowings under the Dutch Revolving Credit Facility bear interest at a rate per annum which is the aggregate of the average one month Euribor rate over a calendar month plus a margin of 2% and requires payment of a commitment fee of 0.35% per annum on the nominal amount of the credit facility. All obligations under the Dutch Revolver are secured by a mortgage on the real estate of Euramax Coated Products, BV, a pledge on present and future machinery and present and future accounts receivable balances of Euramax Coated Products, BV. There were outstanding borrowings of $3.5 million under the Dutch Revolving Credit Facility at December 31, 2014 and $14.6 million was available to be drawn on the Dutch Revolving Credit Facility.

The Dutch Revolving Credit Facility contains financial and non-financial covenants customary for this type of financing. Financial covenants include, but are not limited to, a minimum annual EBITDA target and a minimum amount of risk-bearing capital for Euramax Coated Products, B.V., both measured at the Company's fiscal year end. The Dutch Revolving Credit Facility also contains a clause limiting further indebtedness. As of December 31, 2014, Euramax Coated Products, B.V. was in compliance with all covenants.

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Covenant Ratios Contained in the Indenture Governing the Notes, the ABL Credit Facility and the Senior Unsecured Loan Facility.

The Indenture governing the Notes and the Senior Unsecured Loan Facility contain two material covenants which utilize financial ratios. These covenants do not require Euramax International to maintain specified ratio levels at all times or at regular intervals. However, if Euramax International elected to incur additional indebtedness under the ratio test without having availability under other debt baskets, or make restricted payments under the restricted payment covenant without having availability under our restricted payment baskets, non-compliance with these covenants could result in an event of default under the Indenture and, under certain circumstances, a requirement to immediately repay all amounts outstanding under the Notes and could trigger a cross-default under our credit facilities or other indebtedness Euramax International may incur in the future. Euramax International is permitted to incur indebtedness under the Indenture and the Senior Unsecured Loan Facility if the ratio of Consolidated Cash Flow to Fixed Charges on a pro forma basis (referred to in the Indenture and the Senior Unsecured Loan Facility as the "Fixed Charge Coverage Ratio") is greater than 2:1 or, if the ratio is less, only if the indebtedness falls into specified debt baskets, including, for example, a credit agreement debt basket, an existing debt basket, a capital lease and purchase money debt basket, an intercompany debt basket, a permitted guarantee debt basket, a hedging debt basket, a receivables transaction debt basket and a general debt basket. In addition, under the Indenture and Senior Unsecured Loan Facility, Euramax International is permitted to incur secured debt only if the ratio of Consolidated Secured Indebtedness to Consolidated Cash Flow on a pro forma basis (referred to in the Indenture and the Senior Unsecured Loan Facility as the "Secured Debt Ratio") is equal to or less than 3.75:1.00. Second, the restricted payment covenant provides that Euramax International may declare certain dividends, or repurchase equity securities, in certain circumstances only if the Fixed Charge Coverage Ratio is greater than 2:1. In addition, under the ABL Credit Facility, Euramax International is required to meet either a minimum consolidated Fixed Charge Coverage Ratio or a minimum consolidated EBITDA, in each case under certain circumstances, when excess availability is less than 12.5% of the lesser of the aggregate amount of commitments outstanding at such time and the borrowing base.

As used in the calculation of the Fixed Charge Coverage Ratio and the Secured Debt Ratio under the Indenture governing the Notes, Consolidated Cash Flow, commonly referred to as Adjusted EBITDA, is calculated by adding Consolidated Net Income, provision for taxes based on income or profits or capital gains, fixed charges, the amount of any minority interest expense, depreciation and amortization and other non-cash expenses or charges, the amount of any integration costs or other business optimization expenses or costs deducted (and not added back) in such period in computing Consolidated Net Income incurred in connection with acquisitions, any extraordinary, non-recurring or unusual gain or loss or expense, together with any related provision for taxes, to the extent deducted in computing such Consolidated Net Income, the amount of cash restructuring charges not to exceed (x) $10.0 million in any twelve month period and (y) $25.0 million in the aggregate (through the maturity of the Notes), to the extent deducted in computing such Consolidated Net Income, and subtracting non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business.

In calculating the Fixed Charge Coverage Ratio, Consolidated Cash Flow is further adjusted on an annual basis by giving pro forma effect to acquisitions, dispositions, refinancings, restructurings and operating changes that occurred in the prior four quarters, including certain cost savings and synergies expected to be obtained in the succeeding twelve months. In addition, the term Net Income is adjusted to exclude any dividends on preferred stock, and the term Consolidated Net Income is adjusted to exclude, among other things, the non-cash impact attributable to the application of the purchase method of accounting in accordance with GAAP and the cumulative effect of a change in accounting principles.

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The following table sets forth the Fixed Charge Coverage Ratios and Secured Debt Ratio as of December 31, 2014:



			Ratios
	Covenant Measure		As of and for the Twelve Months Ended December 31, 2014
Fixed Charge Coverage Ratio under the Indenture	Minimum of 2.0x	(1)	1.21x
Fixed Charge Coverage Ratio under the ABL Credit Facility	Minimum of 1.0x	(2)	0.95x
Secured Debt Ratio under the Indenture	Maximum of 3.75x	(1)	7.29x

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(1)

The Fixed Charge Coverage Ratio and the Secured Debt Ratio under the Indenture and the Senior Unsecured Loan Facility limits the ability of Euramax International and its restricted subsidiaries to incur additional indebtedness and make restricted payments. As of December 31, 2014, Euramax International did not meet the Fixed Charge Coverage Ratio and the Secured Debt Ratio under the Indenture and the Senior Unsecured Loan Facility. However, since Euramax International has not incurred any additional indebtedness or made any restricted payments pursuant to the provisions in the Indenture and the Senior Unsecured Loan Facility that rely on such ratios, there are no events of default or other penalties incurred as a result of not meeting the minimum or exceeding the maximum ratios.

(2)

Under the ABL Credit Facility, Euramax International is only required to meet the Minimum Consolidated Fixed Charge Coverage Ratio when excess availability is less than 12.5%. As of December 31, 2014, because excess availability under the ABL Credit Facility exceeded 12.5% of the borrowing base, Euramax International was not required to meet the Minimum Consolidated Fixed Charge Coverage Ratio under the ABL Credit Facility.

Cash Flows



	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
	(in thousands)
Net cash (used in) provided by operating activities	$	(3,670	)	$	(10,315	)	$	3,985
Net cash used in investing activities	(6,548		)	(8,396		)	(12,264		)
Net cash provided by financing activities	3,438			18,095			8,246
Effect of exchange rate changes on cash	(123		)	(431		)	(4,270		)
Net decrease in cash and cash equivalents	$	(6,903	)	$	(1,047	)	$	(4,303	)

Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013 and Year Ended December 31, 2012.

Operating Activities. Cash used in operating activities in 2014 of $3.7 million reflects working capital changes during the current year primarily driven by increases in inventories and accounts receivable, partially offset by higher accounts payable. These changes in working capital combined with costs related to various cost savings initiatives throughout both our U.S. and European business contributed to the net cash used in operating activities.

Cash used in operating activities in 2013 of $10.3 million reflects working capital changes during the current year primarily driven by declines in accounts payable and other current liabilities. These changes in working capital combined with costs related to various relocation and cost savings initiatives throughout both our U.S. and European business contributed to the net cash used in operating activities.

Cash provided by operating activities in 2012 of $4.0 million reflected lower working capital offset by income taxes paid of $5.5 million related to European earnings in 2010.

Investing Activities. Cash used in investing activities in 2014 was $6.5 million. Capital expenditures of $7.3 million were offset by asset sales of $0.8 million in 2014.

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Cash used in investing activities in 2013 was $8.4 million. Capital expenditures of $10.7 million in 2013 were offset by $2.3 million of proceeds from the sale of assets in 2013, including $2.0 million received from the sale of multiple operating facilities in our European Engineered Products segment as a result of the consolidation of multiple facilities..

Cash used in investing activities in 2012 was $12.3 million. The primary use of cash for investing activities was the purchase of CTI in the third quarter of 2012 for $6.4 million. Capital expenditures of $7.1 million in 2012 were offset by $1.3 million of proceeds from the sale of assets.

Financing Activities. Net cash provided by financing activities during 2014 of $3.4 million consisted primarily of net borrowings under the Dutch Revolver of $4.7 million, offset by net repayments under the ABL Credit Facility of $1.1 million and $0.1 million of debt issuance costs related to the amendment of our ABL Credit Facility.

Cash provided by financing activities during 2013 of $18.1 million consisted primarily of net borrowings under the ABL Credit Facility of $18.3 million offset by $0.2 million of debt issuance costs related to the amendment of our ABL Credit Facility.

Cash used in financing activities during 2012 of $8.2 million consisted primarily of net borrowings under the ABL Credit Facility of $8.3 million.

Capital Expenditures

Our capital expenditures in 2014, 2013 and 2012 were $7.3 million, $10.7 million and $7.1 million, respectively. Capital expenditures related to the implementation of ERP systems in the United States were $1.7 million, $0.2 million and $0.8 million in 2014, 2013 and 2012, respectively. The balance of capital expenditures in each period relates primarily to purchases and upgrades of coil coating, fabricating, transportation and material moving and handling equipment.

We have made and will continue to make capital expenditures to comply with environmental laws and regulations. Our environmental capital expenditures for the year ended December 31, 2014 were not significant.

Working Capital Management

Working capital decreased $13.0 million, or 14.8%, to $75.1 million as of December 31, 2014 from $88.1 million as of December 31, 2013. The working capital decrease is primarily related to an increase in accounts payable and a decline in cash and cash equivalents. Borrowings on the Company's Dutch Revolving Credit Facility and increases in accrued interest payable also resulted in declines in working capital. These declines were partially offset by increases in inventory and accounts receivable as of December 31, 2014 compared to December 31, 2013.

Inventories of $106.4 million as of December 31, 2014 increased $16.6 million, or 18.5%, from $89.8 million as of December 31, 2013. Higher inventory levels as of December 31, 2014 reflect an investment to support net sales increases during the current year and planned net sales growth in 2015. As of December 31, 2014, days sales in inventories was 53.5 days compared with 46.8 days as of December 31, 2013.

Accounts receivable of $80.3 million as of December 31, 2014 increased $6.3 million, or 8.5%, from $74.0 million as of December 31, 2013. As of December 31, 2014, days sales outstanding in accounts receivable were 34.3 days, compared to 32.6 days as of December 31, 2013.

Accounts payable of $78.8 million as of December 31, 2014 increased $21.5 million, or 37.5%, from $57.3 million as of December 31, 2013.

The current portion of long-term debt and accrued interest payable increased $4.7 million and $3.9 million, respectively, over the prior year due to borrowings on our Dutch Revolving Credit Facility and the timing of our interest payments.

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Capital and Commercial Commitments

In addition to long-term debt, we are required to make payments relating to various types of obligations. The following table summarizes our minimum payments as of December 31, 2014 relating to long-term debt, operating leases, unconditional purchase obligations and other specified capital and commercial commitments. This table does not include information on our recurring purchases of materials for use in production, as our raw materials purchase contracts do not require fixed or minimum quantities. These tables also exclude payments relating to income tax due to the fact that, at this time, we cannot determine either the timing or the amounts of payments for all periods beyond 2014 for certain of these liabilities. Future events could cause actual payments to differ from these amounts. See "Cautionary Statement Regarding Forward-Looking Statements."



	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in millions)
Contractual Obligations (1)
Long-term debt (2)	$	540.3	$	40.3	$	500.0	$	—	$	—
Interest on long-term debt (3)	72.3		51.9		20.4		—		—
Non-cancellable operating leases (4)	39.2		10.7		15.5		6.9		6.1
Unconditional purchase obligations (5)	7.4		7.4		—		—		—
Total	$	659.2	$	110.3	$	535.9	$	6.9	$	6.1

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(1)	Income tax liabilities, including accrued interest and penalties related to unrecognized tax benefits, totaling $2.6 million, are not included in this table as the settlement period for our income tax liability cannot be determined.


(2)	Long-term debt amortization is based on the contractual terms of our credit facilities and assumes no additional borrowings under the ABL and European Credit Facilities. Payments due less than 1 year totaling $40.3 million represent amounts outstanding on the ABL and European Credit Facilities of which payments and borrowings are made on a daily basis.


(3)	Interest payments are based on interest rates in effect at December 31, 2014.


(4)	We lease various facilities and equipment under non-cancelable operating leases for various periods.


(5)	We have commitments to purchase aluminum ingot and coil at a fixed market price for future delivery. These contracts are for normal sales and purchases and are not accounted for as derivatives.

In addition, we sponsor defined benefit pension plans for the benefit of certain of our employees located in the United Kingdom (the "UK Plan") and the United States (the "U.S. Plan"). We curtailed the accrual of participant benefits under the UK Plan effective March 31, 2009. At December 31, 2014 the fair market value of the UK Plan assets was $30.0 million, or $21.0 million less than the projected benefit obligation of the UK Plan. In the first quarter of 2010, we froze future benefit accruals under our U.S. defined benefit pension plan. At December 31, 2014 the fair market value of the U.S. Plan assets was $9.6 million, or $5.3 million less than the projected benefit obligation of the U.S. Plan.

Credit Ratings

Our current credit ratings, which are considered non-investment grade, were as follows:



	Moody's	Standard and Poor's
Long-term debt	Caa2	CCC
Outlook	STABLE	DEVELOPING

Our current credit ratings, as well as any adverse future actions taken by the rating agencies with respect to our debt ratings, could negatively impact our ability to finance our operations on satisfactory terms and could have the effect of increasing our financing costs. Our debt instruments do not contain provisions requiring acceleration of payment upon a debt rating downgrade. The rating agencies may, in the future, revise the ratings on our outstanding debt.

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The above information regarding credit ratings and ratings outlook assigned to our indebtedness by Moody's and Standard & Poor's are opinions of our ability to meet our ongoing obligations. Credit ratings are not recommendations to buy, sell or hold securities and are subject to revision or withdrawal at any time by the assigning rating agency. Each agency's rating should be evaluated independently of any other agency's rating.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Seasonality; Inflation

Our sales volumes have historically been higher in the second and third quarters due to the seasonal demand of the building products markets served. First and fourth quarter sale volumes are generally lower primarily due to reduced repair and remodel activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in our geographic end markets, as well as customer plant shutdowns in the RV and automotive industries during holidays and model changeovers.

Our cost of goods sold is subject to inflationary pressures and price fluctuations of the raw materials we use, particularly the cost of aluminum and steel. In addition, we are party to certain leases that contain escalator clauses contingent on increases based on changes in the Consumer Price Index. We believe that inflation and/or deflation had a minimal impact on our overall operations during the fiscal years 2014, 2013 and 2012.

Critical Accounting Policies

We prepare our consolidated financial statements in accordance with U.S. GAAP. In order to apply these principles, management must make judgments, assumptions and estimates based on the best available information at the time. Actual results may differ based on the accuracy of the information utilized and subsequent events. Our accounting policies are described in the notes to our audited financial statements included elsewhere in this report. Our critical accounting policies, which are described below, could materially affect the amounts recorded in our financial statements. Management believes that the following policies are critical because they involve significant judgment, assumptions and estimates.

Allowance for Doubtful Accounts, Inventory Realizability and Obsolescence and Warranty Reserves

We record trade accounts receivable at net realizable value. This value includes an allowance for doubtful accounts based on historical experience, the level of past-due accounts based on the contractual terms of the receivables, current economic conditions and an evaluation of the relevant customer's credit worthiness. We charge off accounts receivable against the allowance for doubtful accounts when it is probable that the receivable will not be recovered.

Our inventories are stated at the lower of cost or market, with cost determined under the first-in, first-out (FIFO) method. Cost of manufactured inventory includes direct labor and manufacturing overhead. Market with respect to all inventories is replacement cost subject to a floor for an approximate normal profit margin on disposition. Abnormal amounts of idle facility expense, freight, handling costs, and wasted materials are recorded as current period charges.

We provide warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. We provide accruals for warranties based on historical experience and expectations of future occurrences.

We make estimates and assumptions related to establishing reserves and allowances for doubtful accounts, inventory obsolescence and warranty costs. Ranges of estimates are developed based upon historical experience, specifically identified conditions and management expectations for the future occurrence of certain events. In the event that actual results differ from these estimates or we adjust these estimates in future periods, adjustments to the amounts recorded could materially impact our financial position and results of operations. Historically, our experience has not been materially different than our estimates. There have been no significant changes in the assumptions used to develop our estimates in establishing reserves and allowances for doubtful accounts, inventory obsolescence and warranty costs from fiscal year 2012 to fiscal year 2014 and no significant changes are anticipated for fiscal year 2015.

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Property, Plant and Equipment

We record property, plant and equipment at cost. Cost of property, plant and equipment acquired in a business combination is recorded at fair value based on the age and current replacement cost for similar assets on the date of the acquisition. We generally expense repair and maintenance costs unless they extend the useful lives of assets. Depreciation of property, plant and equipment is computed principally on the straight-line method over the estimated useful lives of the assets ranging from 3 to 37 years for equipment and from 17 to 25 years for buildings. 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 an 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 based on the excess of the asset's carrying value over its fair value. Fair value is estimated based on discounted cash flows, independent appraisals or comparable market transactions.

Goodwill and Intangible Assets

Our goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and identifiable intangible assets acquired. Goodwill has been assigned to multiple reporting units at either the operating segment, or one level below, primarily based upon the nature of discrete businesses comprising the Company's operations. We test our goodwill for impairment annually on the first day of our fourth quarter or more frequently if events or circumstances indicate the potential for impairment. For impairment testing purposes, we have identified five reporting units at the operating segment level, primarily based upon the nature of discrete businesses comprising our operations. As of December 31, 2014, goodwill has been allocated to four of the identified reporting units. Two operating segments are below the required quantitative thresholds and have been aggregated into one reporting segment, European Engineered Products.

The impairment test for goodwill is a two-step process. If the carrying value of the reporting unit exceeds its fair value, the goodwill is potentially impaired and the implied fair value of goodwill must be determined by estimating the fair value of the reporting units and allocating such value to the tangible and identifiable intangible assets of each reporting unit. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized equal to the excess of the carrying amount of goodwill over its implied fair value. We determine the fair value of each reporting unit based on an income approach, using a discounted cash flow analysis, and a market valuation approach, using market multiples of publicly traded guideline companies. The discounted cash flow analysis requires various judgmental assumptions about future cash flows, growth rates, and weighted average cost of capital. The assumptions about future cash flows and growth rates are based on an assessment of the business plans of each reporting unit. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units.

The following table is a summary of the key assumptions and results of our step-one test as of September 27, 2014, comparing the fair value of each reporting unit to the carrying value:



	Key Assumptions
Reporting Units	Discount Rate	Terminal Growth Rate	% Fair Value Exceeds Carrying Value as of September 27, 2014		Goodwill as of September 27, 2014
					(in thousands)
U.S. Residential Products	11.50%	3.0%	103.8	%	$	72,291
U.S. Commercial Products	11.50%	3.0%	49.7	%	9,067
European Roll Coated Aluminum	11.50%	3.0%	35.2	%	101,085
European Engineered Products
Euramax Solutions (formerly Ellbee Limited)	11.50%	3.0%	342.7	%	12,899
					$	195,342

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We make various assumptions, including assumptions regarding future cash flows, market multiples, growth rates and discount rates, in our assessment of goodwill for impairment. The assumptions about future cash flows and growth rates are based on the current business plans of the reporting unit. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the reporting unit. These assumptions and estimates are complex and often subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts. As of September 27, 2014, the fair value for the U.S. Commercial Products and European Roll Coated Aluminum reporting units exceeded carrying value by approximately 49.7% and 35.2%, respectively. Significant estimates and assumptions were used in determining the fair value of the reporting units and changes in estimates could have a significant impact on the estimated fair value. For example, a 1.0% increase in the discount rate or a 0.5% decrease in the terminal growth rate for the U.S. Commercial Products segment would result in a change in the fair value of $6.2 million or $1.3 million, respectively, and could result in future impairments. Also, a 1.0% increase in the discount rate or a 0.5% decrease in the terminal growth rate for the European Roll Coated Aluminum segment would result in a change in the fair value of $11.3 million or $3.6 million, respectively, and could result in future impairments.

Based on the results of our annual impairment test, we did not determine that any reporting unit was at risk for failing step one. No impairment charges were recorded based upon impairment testing performed in 2014, 2013 or 2012. We will continue to analyze changes in assumptions in future periods.

We have recognized intangible assets, apart from goodwill, acquired in business combinations and resulting from certain shareholder transactions, at fair value on the date of the transactions. Indefinite lived intangible assets are not amortized, but are tested for impairment annually, or more frequently if events or circumstances indicate the potential for impairment. We amortize our intangible assets with finite lives over their useful lives based upon the pattern in which the economic benefits of the intangible assets are recognized. If that pattern cannot be determined, a straight-line amortization method is used. Intangible assets with finite lives are tested for impairment when there are indications that the carrying amount of an intangible asset may not be recoverable. We utilize an income approach to estimate the fair value of our definite and indefinite lived intangible assets to test for impairment.

We record impairment charges on goodwill and intangible assets in goodwill and other impairments in the consolidated statement of operations. See Note 4 to our consolidated financial statements for further disclosures related to goodwill and other intangible assets.

Income Taxes

We account for income taxes using the asset and liability method of accounting. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable for future years to differences between financial statement and tax bases of existing assets and liabilities. We establish valuation allowances if we believe it is more likely than not that some or all of the deferred tax assets will not be realized. We do not recognize a tax benefit unless we conclude that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met a tax benefit is recognized and measured as the largest amount of the tax benefit that in our judgment is greater than 50 percent likely to be realized. Interest and penalties related to unrecognized tax positions are recorded in benefit from income taxes in our consolidated financial statements.

Revenue Recognition

We recognize revenue when persuasive evidence of an agreement exists, delivery has occurred, our price to the buyer is fixed and determinable and collectability is reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the risks and rewards of ownership.

Recently Issued Accounting Standards

See Note 1 to our consolidated financial statements included elsewhere in this report.

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Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in currency exchange rates (primarily the euro and British pound sterling), interest rates and commodity prices (primarily aluminum and steel).

Foreign Currency Exchange Risk

Approximately 30.1% of our net sales for the year ended December 31, 2014 and approximately 31.2% of our net sales for the year ended December 31, 2013 originated in Europe. Although our sales outside the United States are subject to exchange rate fluctuations, we have not historically and currently do not use derivatives to manage our foreign currency exchange risks resulting from foreign sales.

In 2014, we entered into certain forward contracts to buy or sell currencies at a predetermined rate or price to mitigate uncertainty or volatility, and to cover underlying exposure to certain payments in currencies other than the functional currency. The Company has not designated these contracts for hedge accounting treatment and, therefore, the fair value of gains and losses on these contracts are recorded in other income (loss), net. For the years ended December 31, 2014, December 31, 2013 and December 31, 2012, the Company has recognized a gain of $1.1 million, a loss of $(0.4) million and a loss of $(0.3) million, respectively, in other income (loss), net. The total notional value of derivatives related to our foreign exchange contracts totaled approximately $9.0 million and $9.4 million as of December 31, 2014 and December 31, 2013, respectively. Changes in foreign exchange rates affect other income (loss), net related to the remeasurement of inter-company amounts that are not of a long-term investment nature into local currencies.

Interest Rate Risk

We manage interest rate risk through the use of fixed rate debt and may in the future utilize interest rate swap contracts. We have fixed rate debt from our senior secured notes and our senior unsecured loan facility. Our floating rate exposure is related to our ABL and Dutch Revolving credit facilities, which are tied to changes in the LIBOR and Euribor rates, respectively.

We had no interest rate swap contracts outstanding during the years ended December 31, 2014, December 31, 2013, or December 31, 2012.

Commodity Price Risk

From time to time we enter into contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. We may also choose to commit to purchase a specific quantity of aluminum over a specified time period at a fixed price, exposing us to the difference between the fixed price and the market price of aluminum during that time period. We do not use hedges to manage our long-term risks relating to market prices of steel and aluminum raw materials because we are generally able to pass on changes in market prices to customers.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS




Audited Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm		67
Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013		68
Consolidated Statements of Operations for the Years Ended December 31, 2014, December 31, 2013 and December 31, 2012		69
Consolidated Statements of Comprehensive Operations for the Years Ended December 31, 2014, December 31, 2013 and December 31, 2012		70
Consolidated Statements of Changes in Equity (Deficit) for the Years Ended December 31, 2014, December 31, 2013 and December 31, 2012		71
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, December 31, 2013 and December 31, 2012		72
Notes to Consolidated Financial Statements		73
Schedule 1 - Condensed Financial Information Euramax Holdings, Inc. (Parent Company Only)		118

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

Euramax Holdings, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Euramax Holdings, Inc. and subsidiaries as of December 31, 2014 and December 31, 2013, and the related consolidated statements of operations, comprehensive operations, changes in equity (deficit), and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Euramax Holdings, Inc. and subsidiaries at December 31, 2014 and December 31, 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.



		/s/ Ernst & Young LLP
Atlanta, Georgia March 26, 2015

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)



	December 31, 2014			December 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	2,074		$	8,977
Accounts receivable, less allowances of $1,522 and $2,235 in 2014 and 2013, respectively	80,329			73,996
Inventories, net	106,385			89,760
Income taxes receivable	1,734			982
Deferred income taxes	426			580
Other current assets	7,009			7,008
Total current assets	197,957			181,303
Property, plant, and equipment, net	111,164			130,114
Goodwill	190,158			204,053
Customer relationships, net	26,315			40,631
Other intangible assets, net	6,495			7,073
Deferred income taxes	—			87
Other assets	4,687			8,712
Total assets	$	536,776		$	571,973

Liabilities and shareholders' (deficit) equity
Current liabilities:
Accounts payable, including cash overdrafts of $13,955 at December 31, 2014	$	78,846		$	57,262
Accrued expenses	25,509			26,366
Accrued interest payable	12,912			9,020
Deferred income taxes	895			605
Current portion of long-term debt	4,663			—
Total current liabilities	122,825			93,253
Long-term debt	534,852			535,396
Deferred income taxes	15,894			18,980
Other liabilities	36,311			32,907
Total liabilities	709,882			680,536

Shareholders' (deficit) equity:
Class A common stock—$1.00 par value; 600,000 shares authorized, 195,502 issued and outstanding in 2014 and 194,852 issued and outstanding in 2013	196			195
Class B convertible restricted voting common stock—$1.00 par value; 600,000 shares authorized, no shares issued in 2014 and 2013	—			—
Additional paid-in capital	724,562			724,071
Accumulated loss	(903,029		)	(843,750		)
Accumulated other comprehensive income	5,165			10,921
Total shareholders' (deficit) equity	(173,106		)	(108,563		)
Total liabilities and shareholders' (deficit) equity	$	536,776		$	571,973

See accompanying notes.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)



	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Net sales	$	854,745		$	826,672		$	837,140
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	725,748			699,962			701,045
Selling and general (excluding depreciation and amortization)	71,620			75,428			83,492
Depreciation and amortization	32,428			35,099			34,784
Other operating charges	6,359			9,165			6,425
Multiemployer pension withdrawal	—			—			39
Income from operations	18,590			7,018			11,355
Interest expense	(55,518		)	(54,078		)	(54,858		)
Other (loss) income, net	(23,153		)	7,404			5,012
Loss before income taxes	(60,081		)	(39,656		)	(38,491		)
Benefit from income taxes	(802		)	(14,761		)	(1,723		)
Net loss	$	(59,279	)	$	(24,895	)	$	(36,768	)

See accompanying notes.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS

(in thousands)



	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Net loss	$	(59,279	)	$	(24,895	)	$	(36,768	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	276			(815		)	80
Pension liability adjustments, net of tax expense of $0, $1,193 and $225 in 2014, 2013 and 2012, respectively	(6,032		)	931			953
Total other comprehensive (loss) income	$	(5,756	)	$	116		$	1,033
Total comprehensive loss	$	(65,035	)	$	(24,779	)	$	(35,735	)

See accompanying notes

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(in thousands)



									Accumulated Other Comprehensive Income
	Common Stock		Additional Paid-in Capital			Accumulated Loss			Foreign Currency Translation Adjustment			Pension Plan Liability Adjustment			Totals
Balance at December 30, 2011	$	185	$	718,837		$	(782,087	)	$	20,016		$	(10,244	)	$	(53,293	)

Net loss	—		—			(36,768		)	—			—			(36,768		)
Other comprehensive income, net of tax	—		—			—			80			953			1,033
Issuance of shares pursuant to share-based payment plans	4		(4		)	—			—			—			—
Share-based compensation	—		3,036			—			—			—			3,036
Balance at December 31, 2012	189		721,869			(818,855		)	20,096			(9,291		)	(85,992		)

Net loss	—		—			(24,895		)	—			—			(24,895		)
Other comprehensive income (loss), net of tax	—		—			—			(815		)	931			116
Issuance of shares pursuant to share-based payment plans	6		(6		)	—			—			—			—
Share-based compensation	—		2,208			—			—			—			2,208
Balance at December 31, 2013	195		724,071			(843,750		)	19,281			(8,360		)	(108,563		)

Net loss	—		—			(59,279		)	—			—			(59,279		)
Other comprehensive loss, net of tax	—		—			—			276			(6,032		)	(5,756		)
Issuance of shares pursuant to share-based payment plans	1		—			—			—			—			1
Share-based compensation	—		491			—			—			—			491
Balance at December 31, 2014	$	196	$	724,562		$	(903,029	)	$	19,557		$	(14,392	)	$	(173,106	)

See accompanying notes.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Operating activities
Net loss	$	(59,279	)	$	(24,895	)	$	(36,768	)
Reconciliation of net loss to net cash provided by operating activities:
Depreciation and amortization	32,428			35,099			34,784
Amortization of deferred financing fees	2,445			2,197			1,983
Amortization of debt discount	593			451			406
Share-based compensation	491			2,208			3,036
Provision for doubtful accounts	35			290			364
Foreign exchange loss (gain)	23,625			(7,700		)	(347		)
(Gain) loss on sale or disposal of assets	(131		)	2,766			(444		)
Deferred income taxes	(1,618		)	(3,046		)	(2,218		)
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable	(10,504		)	683			10,749
Inventories	(19,870		)	409			(4,561		)
Other current assets	(175		)	(2,184		)	(219		)
Accounts payable and other current liabilities	28,781			(3,846		)	1,370
Income taxes payable	(410		)	(10,433		)	(2,467		)
Other noncurrent assets and liabilities	(81		)	(2,314		)	(1,683		)
Net cash (used in) provided by operating activities	(3,670		)	(10,315		)	3,985
Investing activities
Proceeds from sale of assets	785			2,346			1,321
Capital expenditures	(7,333		)	(10,742		)	(7,140		)
Purchase of a business, net of cash acquired	—			—			(6,445		)
Net cash used in investing activities	(6,548		)	(8,396		)	(12,264		)
Financing activities
Net (repayments) borrowings on ABL Credit Facility	(1,137		)	18,270			8,280
Net borrowings on European Credit Facilities	4,663			—			—
Deferred financing fees	(88		)	(175		)	(34		)
Net cash provided by financing activities	3,438			18,095			8,246
Effect of exchange rate changes on cash	(123		)	(431		)	(4,270		)
Net decrease in cash and cash equivalents	(6,903		)	(1,047		)	(4,303		)
Cash and cash equivalents at beginning of year	8,977			10,024			14,327
Cash and cash equivalents at end of year	$	2,074		$	8,977		$	10,024
Supplemental cash flow information
Income taxes (refunded) paid, net	$	(194	)	$	(175	)	$	5,488
Interest paid, net	$	48,293		$	52,220		$	52,157

See accompanying notes.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

1. Operations and Summary of Significant Accounting Policies

Nature of Operations and Organization

Euramax Holdings, Inc. and Subsidiaries (the "Company") is an international producer of residential and commercial building materials and recreational vehicle, or RV, exterior components. The Company's core building products include aluminum, steel, vinyl and copper roof drainage products, steel roofing and siding, and specialty coated aluminum coil. In addition, the Company sells an extensive line of accessory products, including roofing and siding hardware, trim parts and roof drainage accessories. The Company's core RV products include aluminum siding and roofing. The Company sells its products to a wide range of customers, including distributors, contractors, and home improvement retailers, as well as RV and transportation original equipment manufacturers, or OEMs. The Company's manufacturing and distribution network consists of 35 strategically located facilities, of which 30 are located in North America and five are located in Europe. The Company's sales volumes have historically been higher in the second and third quarters due to the seasonal demand of the building products markets served.

Liquidity and Capital Resources

The Company's ability to make payments on and to refinance the indebtedness, to fund planned capital expenditures and to satisfy other capital and commercial commitments will depend on the Company's ability to generate cash flow in the future. The Senior Secured Notes (the "Notes") become due on April 1, 2016 with amounts outstanding, as of December 31, 2014, of $375 million. In the event the Notes are not refinanced prior to December 31, 2015, the ABL Credit Facility becomes due on January 31, 2016. See Note 5 for further disclosures related to Long-Term Debt. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the Company's control. The Company believes December 31, 2014 cash levels, together with cash from operations and borrowings under the ABL Credit Facility, will be adequate to fund cash requirements based on the current level of operations for at least twelve months from December 31, 2014. The Company cannot assure that its business will generate sufficient cash flow from operations, that net sales growth and operating improvements will be realized or that future borrowings will be available under the ABL Credit Facility in an amount sufficient to enable the Company to service its indebtedness or to fund its other liquidity needs. In particular, the availability under the ABL Credit Facility is determined based on a borrowing base which can decline due to various factors. The Company may not be able to generate sufficient cash to service all of the indebtedness, including the Notes, and may not be able to refinance the indebtedness on favorable terms. If the Company is unable to do so, the Company may be forced to take other actions to satisfy its obligations under the indebtedness, which may not be successful.

Basis of Presentation and Consolidation

The consolidated financial statements of the Company are prepared in conformity with U.S. generally accepted accounting principles and include the accounts of the Company and all its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

On August 14, 2012, the Company acquired Cleveland Tubing, Inc. ("CTI") for approximately $6.4 million, net of cash acquired. CTI was a developer and manufacturer of corrugated plastic parts, including collapsible and flexible specialty drainage products, sold through the Company's U.S. Residential Products segment. The results of operations for CTI have been included in the Company’s consolidated financial statements as of and from the date of the acquisition. The Company allocated the purchase price to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The acquired assets of CTI consisted primarily of accounts receivable, property, plant and equipment, and inventories. The liabilities assumed generally consisted of accounts payable and accrued liabilities.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

1. Operations and Summary of Significant Accounting Policies (Continued)

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts of certain assets, liabilities, revenues and expenses and disclosure of contingencies in the Company's consolidated financial statements. Although these estimates and assumptions are based on the Company's knowledge of current events and actions the Company may take in the future, actual results could ultimately differ from those estimates and assumptions, and the differences could be material.

Cash and Cash Equivalents

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

Accounts Receivable

Accounts receivable are comprised of trade accounts receivable and other receivables. Trade accounts receivable are recorded at net realizable value and totaled $77.1 million and $69.8 million as of December 31, 2014 and December 31, 2013, respectively. This value includes an allowance for estimated uncollectible accounts, returns and allowances, cash discounts and other adjustments. The allowance for doubtful accounts is based on historical experience, the level of past-due accounts based on the contractual terms of the receivables, current economic conditions and an evaluation of the customers' credit worthiness. Accounts receivable are charged against the allowance for doubtful accounts when it is probable that the receivable will not be recovered.

Activity in the allowance for doubtful accounts was as follows:



	2014			2013			2012
Balance, beginning of year	$	2,235		$	2,751		$	4,391
Charges to costs and expenses	35			290			364
Write-offs and other activity	(664		)	(838		)	(2,037		)
Foreign currency translation	(84		)	32			33
Balance, end of year	$	1,522		$	2,235		$	2,751

Inventories

Inventories are stated at the lower of cost or market, with cost determined under the first-in, first-out (FIFO) method. Cost of manufactured inventory includes direct labor and manufacturing overhead. Market with respect to all inventories is replacement cost subject to a floor for an approximate normal profit margin on disposition. Abnormal amounts of idle facility expense, freight, handling costs, and wasted materials are recorded as current period charges.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

1. Operations and Summary of Significant Accounting Policies (Continued)

Property, Plant, and Equipment

Property, plant, and equipment is recorded at cost. Cost of property, plant, and equipment acquired in a business combination is recorded at fair value based on the age and current replacement cost for similar assets on the date of the acquisition. Repair and maintenance costs are generally expensed unless they extend the useful lives of assets. Depreciation of property, plant, and equipment is computed principally on the straight-line method over the estimated useful lives of the assets ranging from 3 years to 37 years for equipment and from 10 years to 25 years for buildings. When events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, management assesses whether there has been an 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 based on the excess of the asset's carrying value over its fair value. Fair value is estimated based on discounted cash flows, independent appraisals or comparable market transactions.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and identifiable intangible assets acquired. Goodwill has been assigned to multiple reporting units at either the operating segment, or one level below, primarily based upon the nature of discrete businesses comprising the Company's operations. We test our goodwill for impairment annually on the first day of our fourth quarter or more frequently if events or circumstances indicate the potential for impairment. The implied fair value of goodwill is determined by estimating the fair value of the reporting units and allocating such value to the tangible and identifiable intangible assets of each reporting unit. The Company's fair value estimate is based upon estimates of the future cash flows of the reporting units and market valuations of comparable companies. Significant judgments are made in estimating the future cash flows of the reporting units and determining comparable companies upon which fair values of the Company's reporting units are based. No goodwill impairment charges were recorded during fiscal years 2014, 2013, or 2012. The carrying value of goodwill at the valuation date is not representative of current fair value.

The Company has recognized intangible assets, apart from goodwill, acquired in business combinations and resulting from certain shareholder transactions, at fair value on the date of the transactions. Indefinite lived intangible assets are not amortized, but are tested for impairment annually, or more frequently if events or circumstances indicate the potential for impairment. The Company amortizes its intangible assets with finite lives over their useful lives based upon the pattern in which the economic benefits of the intangible assets are recognized. If that pattern cannot be determined, a straight-line amortization method is used. Intangible assets with finite lives are tested for impairment when there are indications that the carrying amount of an intangible asset may not be recoverable. The Company utilizes an income approach to estimate the fair value of its definite and indefinite lived intangible assets to test for impairment.

No intangible asset impairment charges were recorded in fiscal years 2014, 2013, or 2012. See Note 4 for further disclosures related to goodwill and other intangible assets.

Income Taxes

The Company accounts for income taxes using the asset and liability method of accounting. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable for future years to differences between financial statement and tax bases of existing assets and liabilities. Valuation allowances are established if the Company believes it is more likely than not that some or all of the deferred tax assets will not be realized. A tax benefit is not recognized unless the Company concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, a tax benefit is recognized and measured as the largest amount of the tax benefit that in the Company's judgment is greater than 50 percent likely to be realized. Interest and penalties related to unrecognized tax positions are recorded in benefit from income taxes in the accompanying consolidated statements of operations. See Note 9 for further disclosures related to income taxes.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

1. Operations and Summary of Significant Accounting Policies (Continued)

Financial Instruments and Risk Management

The Company measures fair value based on a hierarchy disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value.

Market price observability is impacted by a number of factors, including the type of asset or liability and their characteristics. This hierarchy prioritizes the inputs into three broad levels as follows:


Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities.


Level 2	Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.


Level 3	Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

All derivative instruments are recognized on the balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and the type of hedging relationship. Derivative instruments that qualify as hedging instruments are designated based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of net investment in a foreign operation. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk is recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of Other Comprehensive Income ("OCI") and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss related to the ineffective portion of the derivative instrument, if any, is recognized in current earnings during the period of change. For derivative instruments that are designated and qualify as a hedge of a net investment in a foreign operation, the gain or loss is reported in OCI as part of the cumulative translation adjustment to the extent it is effective. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change. Should a financial instrument designated as a hedge be terminated while the underlying hedged transaction remains outstanding, or reasonably possible of occurring, the gain or loss would be deferred and amortized over the shorter of the remaining life of the underlying or the agreement.

The Company has used derivative financial instruments primarily to reduce its exposure to fluctuations in foreign currency exchange rates. These derivatives are not designated as hedging instruments and are recorded on the consolidated balance sheet at fair value as either other current assets or accrued expenses. The Company calculates the fair value of its derivatives using quoted exchange rates from financial institutions. The earnings impact resulting from the derivative instruments is recorded in the other (loss) income line item within the consolidated statement of operations.

The carrying amounts of cash and cash equivalents; receivables; accounts payable and accrued expenses; and loans and notes payable approximate their fair values because of the relatively short-term maturities of these instruments.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an agreement exists, delivery has occurred, the Company's price to the buyer is fixed and determinable and collectability is reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the risks and rewards of ownership. Revenue is recorded net of provisions for returns, allowances, rebates, and discounts.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

1. Operations and Summary of Significant Accounting Policies (Continued)

The Company provides warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. The Company provides accruals for warranties based on historical experience and expectations of future occurrence. Warranty costs are recorded as a component of cost of goods sold and are classified as accrued expenses or other liabilities depending on the timing of expected payments.

Shipping and Handling Costs

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

Advertising Costs

The Company expenses all advertising costs as incurred. Advertising costs for 2014, 2013, and 2012 were $3.1 million, $3.1 million, and $3.3 million, respectively.

Translation of Foreign Currencies

Assets and liabilities of non-U.S. subsidiaries are translated to U.S. dollars at the rate of exchange in effect on the balance sheet date. Income and expenses are translated to U.S. dollars at the weighted average rates of exchange prevailing during the year. Foreign currency gains and losses resulting from the remeasurement of inter-company amounts that are not of a long-term investment nature into local currencies and certain indebtedness of foreign subsidiaries denominated in U.S. dollars are included in other (loss) income, net and amounted to losses of $24.2 million in 2014 and income of $7.6 million and $4.9 million in 2013 and 2012, respectively. Foreign currency gains and losses resulting from transactions in the ordinary course of business are recorded in selling and general expenses. Foreign currency translation gains and losses recorded in selling and general expenses were not significant for any period presented.

Recent Accounting Pronouncements

In May 2014, the FASB issued new revenue recognition guidance, which supersedes most current revenue recognition guidance, including industry-specific guidance, and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early application not permitted. The Company is currently assessing the impact of implementing this guidance on the Company's financial position, results of operations, and cash flows.

2. Inventories

Inventories, net of the allowance for obsolete inventory, were comprised of:



	December 31, 2014		December 31, 2013
Aluminum and steel coil	$	72,587	$	58,153
Raw materials	16,427		15,291
Work in process	2,467		1,936
Finished products	14,904		14,380
Total inventories, net	$	106,385	$	89,760

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

2. Inventories (Continued)

The Company has disclosed aluminum and steel coil inventory separately, as it represents inventory that can be classified as raw material, work in process or finished product. Aluminum and steel coil represent both painted and bare coil. Inventories are net of related reserves totaling $2.5 million and $2.4 million at December 31, 2014 and December 31, 2013, respectively.

Activity in the allowance for obsolete inventory was as follows:



	2014			2013			2012
Balance, beginning of year	$	2,441		$	2,911		$	3,009
Charges to costs and expenses	4,037			3,972			4,386
Write-offs	(3,883		)	(4,487		)	(4,534		)
Foreign currency translation	(129		)	45			50
Balance, end of year	$	2,466		$	2,441		$	2,911

3. Property, Plant, and Equipment

Property, plant, and equipment consisted of:



	December 31, 2014			December 31, 2013
Land and improvements	$	21,180		$	22,868
Buildings	54,557			57,555
Machinery and equipment	190,271			192,779
Construction in progress	4,949			3,948
Property, plant, and equipment, gross	270,957			277,150
Less accumulated depreciation	(159,793		)	(147,036		)
Property, plant, and equipment, net	$	111,164		$	130,114

Depreciation expense (including software amortization expenses disclosed below) for 2014, 2013, and 2012 was $19.1 million, $19.9 million, and $18.6 million, respectively.

As of December 31, 2014 and December 31, 2013, unamortized computer software costs totaling $5.2 million and $6.7 million, respectively, were recorded in property, plant and equipment. Amortization of capitalized computer software costs for 2014, 2013, and 2012 was $3.7 million, $4.3 million, and $3.5 million, respectively.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

4. Goodwill and Intangible Assets

Goodwill

Changes in the carrying amount of goodwill for the years ended December 31, 2014 and December 31, 2013 are as follows:



	U.S. Residential Products		U.S. Commercial Products		European Roll Coated Aluminum			European Engineered Products			Consolidated
Balance at December 31, 2012	$	72,243	$	9,067	$	105,165		$	12,900		$	199,375
Acquisition of Cleveland Tubing, Inc.	48		—		—			—			48
Foreign currency translation	—		—		4,384			246			4,630
Balance at December 31, 2013	72,291		9,067		109,549			13,146			204,053
Foreign currency translation	—		—		(13,119		)	(776		)	(13,895		)
Balance at December 31, 2014	$	72,291	$	9,067	$	96,430		$	12,370		$	190,158

Accumulated impairment losses as of December 31, 2014 were $150.6 million for U.S. Residential Products, $58.7 million for U.S. Commercial Products, $53.0 million for European Roll Coated Aluminum Products and $9.6 million for European Engineered Products. Accumulated impairment losses as of December 31, 2013 were $150.9 million for U.S. Residential Products, $58.7 million for U.S. Commercial Products, $60.2 million for European Roll Coated Aluminum and $10.2 million for European Engineered Products. Changes in accumulated impairment losses resulted from foreign currency translation adjustments related to goodwill in the Company's foreign reporting units.

Annual Impairment Test

Goodwill is tested for impairment annually on the first day of the fourth quarter or more frequently if events or circumstances indicate the potential for impairment. For impairment testing purposes, five reporting units have been identified at the operating segment level, primarily based upon the nature of discrete businesses comprising the Company's operations. As of December 31, 2014, goodwill has been allocated to four of the identified reporting units.

The impairment test for goodwill is a two-step process. If the carrying value of the reporting unit exceeds its fair value, the goodwill is potentially impaired and the implied fair value of goodwill must be determined by estimating the fair value of the reporting units and allocating such value to the tangible and identifiable intangible assets of each reporting unit. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized equal to the excess of the carrying amount of goodwill over its implied fair value. The Company determines the fair value of each reporting unit based on an income approach, using a discounted cash flow analysis, and a market valuation approach, using market multiples of publicly traded guideline companies. The discounted cash flow analysis requires various judgmental assumptions about future cash flows, growth rates, and the weighted average cost of capital.

Various assumptions, including assumptions regarding future cash flows, market multiples, growth rates and discount rates, are made in the assessment of goodwill for impairment. The assumptions about future cash flows and growth rates are based on the current business plans of the reporting unit. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the reporting unit. These assumptions and estimates are complex and often subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in the Company's business strategy and internal forecasts.

No impairment charges were recorded based upon impairment testing performed in 2014, 2013 or 2012.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

4. Goodwill and Intangible Assets (Continued)

Intangible Assets

Intangible assets consisted of the following:



	As of December 31, 2014							As of December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets subject to amortization:
Customer relationships	$	205,760	$	(179,445	)	$	26,315	$	215,922	$	(175,291	)	$	40,631
Patents	5,994		(5,599		)	395		5,993		(5,020		)	973
	211,754		(185,044		)	26,710		221,915		(180,311		)	41,604
Intangible assets not subject to amortization:
Trade names	6,100		—			6,100		6,100		—			6,100
Total intangible assets	$	217,854	$	(185,044	)	$	32,810	$	228,015	$	(180,311	)	$	47,704

The aggregate amortization expense for intangible assets for 2014, 2013, and 2012 was $13.5 million, $15.2 million, and $16.1 million, respectively. The average useful lives of the Company's customer relationships and patents are 12 years and 10 years, respectively. Based on the carrying value of identified intangible assets recorded at December 31, 2014, and assuming no subsequent impairment of the underlying assets, the aggregate annual amortization expense for the next 5 years is expected to be as follows:



	Amortization of Intangible Assets
2015	$	11,919
2016	10,597
2017	4,446
2018	497
2019	192

5. Long-Term Debt

Long-term debt obligations consisted of the following:



	December 31, 2014		December 31, 2013
Senior Secured Notes (9.5%)	$	375,000	$	375,000
Senior Unsecured Loan Facility (12.25%)	124,233		123,640
ABL Credit Facility	35,619		36,756
Dutch Revolving Credit Facility	3,532		—
French Credit Facility	1,131		—
Total debt	539,515		535,396
Less: current portion	4,663		—
Total long term debt	$	534,852	$	535,396

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

5. Long-Term Debt (Continued)

On March 18, 2011, Euramax International, Inc. (“Euramax International”), a 100% owned subsidiary of Euramax Holdings, Inc. ("Euramax Holdings"), issued $375 million of Senior Secured Notes (the “Notes”) in a private placement exempt from registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). Concurrent with the issuance of the Notes, Euramax International, Euramax Holdings, and certain of its domestic subsidiaries entered into a new senior unsecured loan facility (the “Senior Unsecured Loan Facility”) with an aggregate principal amount of $125 million issued at 98% of par and an Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement (the “ABL Credit Facility”), which provided revolving credit financing of up to $70 million. Direct and incremental debt issuance costs related to the Notes, Senior Unsecured Loan Facility, and ABL Credit Facility, including legal fees, printing costs and bank fees totaled approximately $10.6 million and have been capitalized and reported as deferred financing costs within other assets. These costs are being amortized and recorded in interest expense using the effective interest rate method over the term of the applicable agreement.

The Company has $535.6 million of outstanding debt that will mature in 2016. Additionally, the Company has current borrowings of $4.7 million, which the Company expects to repay during 2015. There are no other maturities of long term debt in the next five years.

Senior Secured Notes

The Notes consist of an aggregate principal amount of $375 million, which were issued pursuant to an indenture (the "Indenture"), dated March 18, 2011 among Euramax International, Euramax Holdings, and certain of its domestic subsidiaries as guarantors, and Wells Fargo Bank, National Association, the Trustee. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings, Euramax International, and Amerimax Richmond Company, a 100% owned domestic subsidiary of Euramax International. The Notes bear interest at 9.50% per year and mature on April 1, 2016, unless earlier redeemed or repurchased by Euramax International. Interest is payable semi-annually on April 1 and October 1 of each year.

The Notes may be redeemed at the option of Euramax International, in whole or in part, under the conditions specified in the Indenture at the following redemption prices, plus accrued and unpaid interest to the redemption date if redeemed during the twelve-month period beginning on April 1 of the years indicated:



Year	Percentage
2013	107.125	%
2014	104.750	%
2015 and thereafter	100.000	%

The Indenture contains restrictive covenants that limit, among other things, the ability of Euramax International and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants. These restrictive covenants also prohibit Euramax International's ability to transfer cash or assets to Euramax Holdings, whether by dividend, loan or otherwise. The Indenture also contains customary events of default. If Euramax International undergoes a change of control (as defined in the Indenture), Euramax International will be required to make an offer to repurchase the Notes at 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

5. Long-Term Debt (Continued)

In connection with the sale of the Notes, Euramax International, the guarantors, and the initial purchasers entered into a registration rights agreement. Pursuant to the registration rights agreement, Euramax International and the guarantors agreed to file a registration statement with the Securities and Exchange Commission with respect to publicly registered Notes having identical terms to the outstanding Notes. The Securities and Exchange Commission declared the Company's registration statement with respect to the Notes effective on December 22, 2011. On December 23, 2011, the Company launched a registered tender offer in which the holders of the outstanding Notes were given the opportunity to exchange their Notes for the exchange notes. The exchange offer was completed on January 26, 2012 with 100% of the $375 million 9.50% Notes due 2016 tendered in the exchange offer.

Senior Unsecured Loan Facility

On March 3, 2011, Euramax Holdings, Euramax International, and certain of its domestic subsidiaries entered into a credit and guaranty agreement for the Senior Unsecured Loan Facility in the aggregate principal amount of $125 million. The Senior Unsecured Loan Facility was issued at 98% of par on March 18, 2011 and matures on October 1, 2016. The difference between the consideration received and the aggregate face amount ($0.8 million) is being amortized and recorded in interest expense using the effective interest rate method over the term. The Senior Unsecured Loan Facility bears interest at 12.25% per year in the event no election is made to pay interest in kind (PIK), and 14.25% (7.875% cash pay and 6.375% PIK) per annum in the event a PIK election is made. Euramax International may make a PIK election for up to six quarters during the term of the Senior Unsecured Loan Facility. The interest rate on outstanding borrowings at December 31, 2014 was 12.25%, as the Company has not made a PIK election.

Euramax International may prepay outstanding amounts under the Senior Unsecured Loan Facility, in whole or in part, at the prices (expressed as percentages of the loans) set forth below:



Prepayment Date	Percentage
On or after the second anniversary of the closing but prior to the third anniversary thereof	103	%
On or after the third anniversary of the closing but prior to the fourth anniversary thereof	102	%
On or after the fourth anniversary of the closing	100	%

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

5. Long-Term Debt (Continued)

ABL Credit Facility

On March 18, 2011, Euramax Holdings, Euramax International, and certain of its domestic subsidiaries, entered into the ABL Credit Facility with Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner. The ABL Credit Facility provides for revolving credit financing of up to $70 million, subject to borrowing base availability and matures on March 1, 2018. However, if the Administrative Agent has not received on or before December 31, 2015, evidence satisfactory to such agent that the scheduled maturity dates of the indebtedness arising under the Indenture and the Senior Unsecured Loan Facility, in each case, have been extended to a date that is at least 90 days after March 1, 2018, then the maturity date for the ABL Credit facility will accelerate to January 31, 2016. In March 2014, Wells Fargo Capital Finance, LLC ceased to be Co-Collateral Agent and a Lender under the ABL Credit Facility. As of December 31, 2014, $34.4 million was available to be drawn on the ABL Facility.

"Seasonal Overadvance B", in the amount of $9.0 million, is available to the Company from February 1 of each year through November 30 of each such year, subject to the Company demonstrating compliance with a U.S. fixed charge coverage ratio of 1.00:1.00, payment of the Seasonal Overadvance Fee (except to the extent already paid during such calendar year), maintenance of a U.S. fixed charge coverage ratio of 1.00:1.00 and other customary conditions.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

5. Long-Term Debt (Continued)

Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either (a) LIBOR plus an applicable margin or (b) a Base Rate determined by reference to the highest of (1) the prime commercial lending rate published by Regions Bank as its “prime rate” for commercial loans, (2) the federal funds effective rate plus 0.50% and (3) the one-month LIBOR plus 1.00%, plus an applicable margin. The applicable margin is dependent upon the type of borrowings the Company has made under the ABL Credit Facility. As of December 31, 2014, the applicable margins were subject to Euramax International’s Average Excess Availability Percentage for the most recently ended fiscal quarter and range from 1.75% to 2.25% for LIBOR borrowings and 1.00% to 1.25% for Base Rate borrowings. The applicable margins were subject to Euramax International's corporate credit rating as determined from time to time by Standard and Poor's and Moody's Investors Service and ranged from 2.00% to 2.75% for LIBOR borrowings and 1.00% to 1.75% for Base Rate borrowings. The weighted average interest rate, including the applicable margin payable on outstanding borrowings under the ABL Credit Facility, at December 31, 2014 was 2.41%. The ABL Credit Facility requires Euramax International to pay a commitment fee ranging from 0.375% to 0.5%, based on the unutilized commitments. Euramax International is also required to pay customary letter of credit fees, including, without limitation, a letter of credit fee equal to the applicable margin on revolving credit LIBOR loans and fronting fees.

All obligations under the ABL Credit Facility are unconditionally guaranteed by Euramax Holdings, Euramax International, and Amerimax Richmond Company, a 100% owned domestic subsidiary of Euramax International, and any future direct and indirect 100% owned domestic restricted subsidiaries which are not borrowers. All obligations under the ABL Credit Facility are secured, subject to certain exceptions, by a first‑priority security interest in Euramax International’s and the Guarantors’ inventory and accounts receivable and related assets (the "ABL Collateral"), and a junior‑priority security interest in (i) substantially all of Euramax International’s and the Guarantors’ assets (other than inventory and accounts receivable and related assets, which assets secure the ABL Credit Facility on a first priority basis) and (ii) all of Euramax International’s capital stock and the capital stock of each material domestic restricted subsidiary owned by Euramax International or a Guarantor and 65% of the voting capital stock and 100% of any non-voting capital stock of foreign restricted subsidiaries directly owned by Euramax International or a Guarantor, which we refer to collectively as the Notes Collateral.

The ABL Credit Facility contains affirmative and negative covenants customary for this type of financing, including, but not limited to, certain financial covenants in the event excess availability is less than 12.5% of the lesser of the aggregate amount of commitments outstanding at such time and the borrowing base. As of December 31, 2014, excess availability exceeded 12.5% of the borrowing base; therefore, Euramax International was not required to meet the minimum consolidated fixed charge coverage ratio. Additionally, restrictive covenants limit the ability of Euramax International and certain of its subsidiaries to incur liens, incur, assume or permit to exist additional indebtedness, guarantees and other contingent obligations, consolidate, merge or sell all or substantially all of their assets, pay dividends or make other distributions, make certain loans and investments, amend or otherwise alter the terms of documents related to certain of their indebtedness, enter into transactions with affiliates and prepay certain indebtedness, in each case, subject to exclusions, and other customary covenants.

Dutch Revolving Credit Facility

In February 2012, the Company's 100% owned subsidiary, Euramax Coated Products, B.V., entered into a revolving credit facility with Rabobank Roermond (the "Dutch Revolving Credit Facility"). The Dutch Revolving Credit Facility provides revolving credit financing of up to EUR 15 million and matures on April 1, 2016. Borrowings under the Dutch Revolving Credit Facility bear interest at a rate per annum which is the aggregate of the average one month Euribor rate over a calendar month plus a margin of 2% and requires payment of a commitment fee of 0.35% per annum on the nominal amount of the credit facility. The weighted average interest rate at December 31, 2014, including the margin payable on outstanding borrowings under the Dutch Revolving Credit Facility, was 2.26%. All obligations under the Dutch Revolving Credit Facility are secured by a mortgage on the real estate of Euramax Coated Products, B.V., a pledge on present and future machinery and present and future accounts receivable balances of Euramax Coated Products, B.V. At December 31, 2014, $14.6 million (EUR 12.1 million) was available to be drawn on the Dutch Revolving Credit Facility.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

5. Long-Term Debt (Continued)

6. Fair Value Measurements

Recurring Fair Value Measurements

In accordance with accounting principles generally accepted in the U.S., certain assets and liabilities are required to be recorded at fair value on a recurring basis. For the Company, the only assets and liabilities that are adjusted to fair value on a recurring basis are derivative financial instruments.

Derivative Financial Instruments

The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company's financial performance and are referred to as "market risks." The Company, when deemed appropriate, uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary market risk managed by the Company through the use of derivative instruments is foreign currency exchange rate risk related to intercompany interest payments. The Company does not enter into derivative contracts for trading purposes.

In 2014, the Company entered into forward contracts to buy or sell a quantity of a currency at a predetermined future date, and at a predetermined rate or price to mitigate uncertainty and volatility, and to cover underlying exposures to certain payments in currencies other than the functional currency. The Company has not designated these contracts for hedge accounting treatment , therefore, the gains and losses on these contracts are recorded in other (loss) income, net in the consolidated statement of operations. In fiscal years 2014, 2013, and 2012, the Company recognized a gain of $1.1 million, a loss of $0.4 million, and a loss of $0.3 million, respectively, related to these forward contracts.

As of December 31, 2014 and December 31, 2013, derivatives totaling approximately $0.5 million and $(0.2) million are carried at fair value in the consolidated balance sheets in the line item other current assets and accrued expenses, respectively. The Company has determined that the fair value of the foreign exchange contracts are level 2 measurements in the fair value hierarchy. To measure the fair value of the foreign exchange contracts, the Company obtained quotations from financial institutions. The total notional value of derivatives related to foreign exchange contracts of this type as of December 31, 2014 and December 31, 2013, totaled approximately $9.0 million and $9.4 million, respectively.

The following table summarizes the effect of the Company's derivative instruments on the consolidated statements of operations for the years ended December 31, 2014, December 31, 2013, and December 31, 2012:



		Amount of Pretax (Loss) Income Recognized in Earnings
		Year Ended
	Location of (Loss) Income	December 31, 2014		December 31, 2013			December 31, 2012
Derivatives not designated as hedging instruments
Foreign exchange contracts	Other (loss) income	$	1,128	$	(364	)	$	(289	)

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

6. Fair Value Measurements (Continued)

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis as required by accounting principles generally accepted in the U.S. Generally, adjustments made to record assets at fair value on a nonrecurring basis are the result of impairment charges.

In the first quarter of 2013, the Company recorded losses of approximately $1.6 million in other operating charges related to the reclassification of land and buildings to assets held for sale. These losses, incurred as part of the Company's restructuring activities in the European Engineered Products segment, represent the difference between the carrying value prior to the reclassification and the fair value. The fair value of assets held for sale was determined based on the selling price less costs incurred to sell and was classified as Level 1 in the fair value hierarchy. The assets were sold during the second quarter of 2013 and no additional losses were recorded from the sale of the assets.

In the fourth quarter of 2013, the Company recorded a loss of approximately $1.1 million in other operating charges related to the impairment of an in-process Enterprise Resource Planning (ERP) implementation at the European Engineered Products segment. The Company determined that previously capitalized software costs associated with the implementation should be impaired due to the decision to discontinue implementation of the related ERP. The project was previously included in the construction in progress balance within property, plant, and equipment, net, in the consolidated balance sheet and was completely impaired as of December 31, 2013.

The Company did not record any impairment charges related to assets measured at fair value on a nonrecurring basis during the years ended December 31, 2014 or December 31, 2012.

Other Fair Value Disclosures

The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued expenses, and loans and notes payable approximate their fair values because of the relatively short-term maturities of these instruments.

The fair value of our long-term debt is estimated using Level 2 inputs based on dealer quoted prices for our debt instruments based on recent transactions obtained from various sources. As of December 31, 2014, the carrying amount and fair value of our Notes were $375.0 million and $346.9 million, respectively. As of December 31, 2013, the carrying amount and fair value of our Notes were $375.0 million and $375.0 million, respectively.

The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The fair value of these financial instruments approximates their carrying value at December 31, 2014 and December 31, 2013. The Company places its cash and cash equivalents with high credit quality institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation insurance limit; however, the Company believes that its credit risk exposure is not significant due to the high credit quality of the institutions. The Company routinely assesses the financial strength of its customers, monitors past due balances based on contractual terms, and generally does not require collateral. The Company has a concentration of credit risk with customers in the U.S. home improvement retail, U.S. and European RV, U.S. and European commercial construction and U.S. home improvement contractor industries.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

7. Common Stock

The Company has authorized 1,200,000 shares consisting of 600,000 shares of Class A voting common stock, par value of one dollar ($1.00) per share, and 600,000 shares of Class B convertible restricted voting common stock, par value of one dollar ($1.00) per share. As of December 31, 2014, the Company had 195,502 issued and outstanding shares of Class A voting common stock with a par value of one dollar ($1.00) per share. Except with respect to voting rights, all shares of Class A voting common stock and Class B convertible restricted voting common stock are identical in all respects and entitle the holder thereof to the same rights, preferences and privileges, and are subject to the same qualifications, limitations and restrictions, all as described in the Company's Certificate of Incorporation. The ABL Credit Facility contains certain restrictions on the payment of cash dividends.

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

The Company is party to a stockholders agreement with the existing holders of its common stock. The stockholders agreement provides that stockholders holding a majority of the Company's outstanding stock must approve, among other things: (i) the Company's engagement in a public offering, (ii) amendment or restatement of the Company's charter or bylaws, (iii) any increase or decrease in the number of directors on the board and (iv) any actions, approval or agreement with respect to the foregoing provision. The agreement imposes transfer restrictions that control the manner in which the Company's stockholders may transfer their shares. The agreement also provides for preemptive rights. The preemptive rights do not apply in connection with a public offering.

In addition, the Company is party to a registration rights agreement with its existing shareholders. Under the registration rights agreement, a stockholder who holds "registrable securities" may request that the Company register such securities through a demand registration or a piggyback registration. Registrable securities include the common stock delivered to the Company's stockholders and common stock issued to management under our Executive Incentive Plan.

8. Stock Compensation

Employees of the Company have participated in various stock-based compensation plans. Restricted stock awards and restricted stock units have been granted under the plans. Participation in these plans is reflected as compensation to the Company's employees and is included in selling and general expenses in the consolidated statement of operations. Compensation is recorded based upon the estimated fair value of the award on the date of grant and is recognized on a straight-line basis over the period that the award vests.

Restricted Stock Awards and Restricted Stock Units

Effective September 24, 2009, the Company adopted the Euramax Holdings, Inc. Executive Incentive Plan (the "Plan"). Under the Plan, the Company reserved 21,737 restricted shares of Class A Common Stock for issuance to selected officers, directors and other key employees. To the extent that shares issued under the plan are forfeited or the award terminates, such shares may be reissued under the plan. The plan terminates on September 23, 2019.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

8. Stock Compensation (Continued)

A summary of changes in unvested shares of restricted stock for the year ended December 31, 2014 are as follows:



	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2013	2,675		$	512
Granted	1,100		395
Vested	(988	)	547
Forfeited	(25	)	577
Outstanding at December 31, 2014	2,762		$	452

During 2014, the Company granted 1,100 shares of restricted stock awards and no restricted stock units to employees under the plan. During 2013, the Company granted 1,600 shares of restricted stock awards and 500 restricted stock units. The shares of restricted stock awards and restricted stock units vest ratably over four years based upon continued employment or immediately upon a change in control or termination of employment by reason of death or disability. Restricted stock units are required to be settled by the issuance of shares of the Company's common stock. Shares issued pursuant to the plan are subject to a stockholders agreement (the Stockholders Agreement) entered into in 2009. The Stockholders Agreement contains certain restrictions on the ability of stockholders to transfer common stock of the Company. The Stockholder Agreement also provides stockholders with customary tag-along rights and drag-along rights with respect to certain transfers of stock or equity securities of the Company and customary preemptive rights in connection with the issuance of common stock or equity securities by the Company.

The fair value of restricted stock awards and restricted stock units was estimated on the date of grant based on the estimated fair value of the Company's Class A common stock determined using an income and market valuation analysis. The weighted average grant date fair value of the 2014, 2013, and 2012 grants were $395, $453 and $784 per share, respectively. During 2014, 2013, and 2012, the Company recognized expense of approximately $0.5 million, $2.2 million, and $3.0 million related to shares of restricted stock awards and restricted stock units.

Determining the fair value of the Company's common stock requires making complex and subjective judgments. Accordingly, the Company performed valuations using an income and market approach for grants made during 2014 and 2013. The Company's income approach to valuation is based on a discounted future cash flow approach that uses its estimates of revenue, driven by assumed market growth rates, and estimated costs as well as appropriate discount rates. The Company's revenue forecasts are based on expected annual growth rates and other assumptions that are consistent with the plans and estimates the Company uses to manage the business. The Company applied discount rates of 11.5% and 11.0% in 2014 and 2013, respectively, to calculate the present value of its future cash flows, which was determined using the Capital Asset Pricing Model. The Company also applied a 25% lack of marketability discount, which accounts for the fact that private companies are less liquid than similar public companies, and a 20% minority interest discount. These discounts were estimated based on comparable market transactions and other analyses.

As of December 31, 2014, the Company had approximately $0.9 million of unrecognized compensation cost related to stock-based compensation arrangements granted under the Plan. This cost is expected to be recognized as stock-based compensation expense over a weighted-average period of approximately 3 years.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

9. Income Taxes

The (benefit from) provision for income taxes is comprised of the following:



	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Current:
United States
Federal	$	(434	)	$	(12,095	)	$	346
State	148			179			77
Foreign	1,102			201			72
Total Current	816			(11,715		)	495
Deferred:
United States
Federal	903			1,744			1,300
State	181			(1,797		)	212
Foreign	(2,702		)	(2,993		)	(3,730		)
Total Deferred	(1,618		)	(3,046		)	(2,218		)
	$	(802	)	$	(14,761	)	$	(1,723	)

The U.S. and foreign components of loss from continuing operations before income taxes are as follows:



	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
United States	$	(53,207	)	$	(22,438	)	$	(21,215	)
Foreign	(6,874		)	(17,218		)	(17,276		)
	$	(60,081	)	$	(39,656	)	$	(38,491	)

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

9. Income Taxes (Continued)

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



	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Tax benefit at U.S. Federal statutory rate	$	(21,029	)	$	(13,880	)	$	(13,472	)
State income taxes, net of U.S. Federal income tax benefit	214			(1,052		)	188
Earnings taxed at rates different than the U.S. Federal statutory rate	(8,188		)	(6,051		)	(6,271		)
Changes in enacted tax rates	346			488			(63		)
Change in valuation allowances	18,824			16,722			16,310
Impact of changes in uncertain tax positions	245			(12,179		)	386
Unrecognized foreign loss	8,447			—			—
Other, net	339			1,191			1,199
	$	(802	)	$	(14,761	)	$	(1,723	)

At December 31, 2014 and December 31, 2013, the tax-effected temporary differences are as follows:



	Asset (Liability)
	December 31, 2014			December 31, 2013
Current deferred tax assets/liabilities
Accrued expenses	$	322		$	1,200
Accounts receivable	431			595
Inventories	845			(2		)
Other	1,506			1,790
Valuation allowance	(3,573		)	(3,608		)
Total current	(469		)	(25		)
Non-current deferred tax asset/liabilities
Property, plant, and equipment	(14,400		)	(20,392		)
Customer relationships	(16,559		)	(19,991		)
Net operating losses	104,232			89,678
Other	6,723			4,790
Valuation allowance	(95,890		)	(72,978		)
Total non-current	(15,894		)	(18,893		)
Total, net	$	(16,363	)	$	(18,918	)

Total gross deferred tax assets were $117.2 million and $72.7 million as of December 31, 2014 and December 31, 2013, respectively. Total gross deferred tax liabilities were $34.1 million and $15.0 million as of December 31, 2014 and December 31, 2013, respectively.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

9. Income Taxes (Continued)

U.S. taxes have been provided on certain undistributed earnings of foreign subsidiaries because of certain U.S. deemed dividend inclusion rules. The remaining undistributed earnings are considered to be permanently reinvested and therefore deferred taxes have not been provided. Upon distribution of those earnings in the form of dividends or otherwise, the Company could be subject to U.S. income taxes and withholding taxes payable to non-U.S. jurisdictions. The determination of the amount of the unrecognized deferred tax liability for temporary differences related to investments in foreign subsidiaries is not practicable because of the complexities of the hypothetical calculation. All domestic NOLs and other operating loss carryforwards are potentially subject to certain statutory limitations on future use.

The Company has U.S. federal, U.S. state and foreign NOL carry forwards as follows:



	NOL		Year of
Jurisdiction	Amount		Expiration
Domestic	$	823.6	2014 - 2034
Foreign - unlimited carry forward	36.1		Unlimited
Foreign - limited carry forward	$	9.6	2020 - 2023

The Company's valuation allowance was $99.5 million and $76.6 million as of December 31, 2014 and December 31, 2013, respectively.

A reconciliation of the beginning and ending amount of world-wide valuation allowances is as follows:



	2014			2013			2012
Balance, beginning of year	$	(76,586	)	$	(57,734	)	$	(46,323	)
Additions	(22,877		)	(18,852		)	(11,411		)
Reductions	—			—			—
Balance, end of year	$	(99,463	)	$	(76,586	)	$	(57,734	)

In 2014, 2013 and 2012, the Company recorded valuation allowances against certain of its deferred tax assets subsequent to analyzing recoverability of its gross asset. The Company analyzed the four sources of taxable income described in ASC 740 and determined that a valuation allowance is required to reduce a portion of its U.S. and foreign deferred tax assets, as it is more likely than not that some portion of the deferred tax assets will not be realized.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:



	2014			2013			2012
Balance, beginning of year	$	(2,192	)	$	(11,209	)	$	(11,395	)
Reductions for expiration of the applicable statute of limitations	—			8,954			—
Reductions for tax positions of prior years	—			145			466
Additions for tax positions of current year	(336		)	—			(243		)
Additions for tax positions of prior years	(252		)	—			—
Foreign currency translation	312			(82		)	(37		)
Balance, end of year	$	(2,468	)	$	(2,192	)	$	(11,209	)

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

9. Income Taxes (Continued)

On December 31, 2014 and December 31, 2013, the gross amount of unrecognized tax benefits was $2.5 million and $2.2 million, respectively, exclusive of interest and penalties. As of December 31, 2014 and December 31, 2013, if we were to prevail on all unrecognized tax benefits, $2.5 million and $2.2 million, respectively, would have benefited the effective tax rate.

The Company recognizes interest and penalties related to unrecognized tax benefits in provision for income taxes in the consolidated statements of operations. The Company had approximately $0.2 million, $0.2 million and $3.3 million in interest accrued at December 31, 2014, December 31, 2013 and December 31, 2012, respectively. Interest and penalties recognized in 2014, 2013 and 2012 were an expense of $0.1 million, an expense of $3.2 million and an expense of $0.4 million, respectively.

During the third quarter ended September 27, 2013, the statute of limitations expired for an uncertain tax position taken in a prior year. As a result, the Company recognized $9.0 million in previously unrecognized tax benefit and an additional $3.2 million related to the reversal of accrued interest and penalties associated with the position.

During the next 12 months, the Company does not expect to have any significant reversal of gross unrecognized tax benefits. The Company files income tax returns in the U.S. federal and state and local jurisdictions, and in the UK, Canada, the Netherlands, and France. Under the generally accepted statute of limitation rules, the Company is not subject to changes in income taxes by any taxing jurisdiction for years prior to 2010. In the fourth quarter of 2014, the Company received an assessment from the Dutch Taxing Authority regarding certain tax positions in its fiscal 2011 and 2012 tax filings. The assessment for fiscal years 2011 and 2012 totaled approximately $3.3 million and $3.5 million, respectfully. The Company has determined based on the facts and circumstances of the case that the Company’s position is more likely than not to be upheld on appeal. Accordingly, the Company has not recorded a reserve for any potential liability as of December 31, 2014.

10. Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income (loss) by component for the year ended December 31, 2014 were as follows:



	Foreign Currency Translation Adjustments		Defined Benefit Pension Plan Adjustments			Total
Balance, beginning of period	$	19,281	$	(8,360	)	$	10,921
Other comprehensive (loss) income before reclassifications	276		(6,104		)	(5,828		)
Amounts reclassified from accumulated other comprehensive income (loss)	—		72			72
Net other comprehensive (loss) income	276		(6,032		)	(5,756		)
Balance, end of period	$	19,557	$	(14,392	)	$	5,165

Amounts reclassified from the defined benefit pension plan adjustments component of accumulated other comprehensive (loss) income were recorded in selling and general expenses within the condensed consolidated statement of operations. There were no net tax effects related to the reclassification as a result of the full valuation allowances in the U.S. and UK. The accumulated tax effect related to the defined benefit pension plan adjustments component of accumulated other comprehensive (loss) income was a provision of $0.3 million and $0.3 million as of December 31, 2014 and December 31, 2013. There are no tax impacts related to the foreign currency translation adjustment component of accumulated other comprehensive (loss) income as the earnings of subsidiaries are considered to be permanently invested.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11. Employee Benefit Plans

Retirement Plans

Defined Benefit

The Company maintains a non-contributory defined benefit pension plan covering substantially all U.S. hourly employees (the U.S. Plan) employed as of April 3, 2010. In addition, the employees at Euramax Coated Products Limited and Euramax Solutions (formerly Ellbee Limited) participate in a single employer pension plan (the UK Plan). The measurement date for the U.S. and UK plans is the last day of the fiscal year. The Company curtailed the accrual of participant benefits provided under the UK Plan effective March 31, 2009. This curtailment did not affect the timing for the payment of benefits earned under the UK Plan through the curtailment date. In January 2010, the Company's board of directors approved a motion to freeze future benefit accruals under the U.S. Plan. The impact on the Company's projected benefit obligation was not significant.

The following table sets forth the reconciliations of the change in projected benefit obligations and plan assets, the funded status of the Company's defined benefit plans and the amounts recognized in the Company's consolidated balance sheets:



	Year Ended
	December 31, 2014						December 31, 2013
	U.S.			UK			U.S.			UK
Change in benefit obligation:
Projected benefit obligation at beginning of year	$	11,600		$	50,029		$	13,052		$	48,215
Service cost	59			—			64			—
Interest cost	555			2,204			519			2,046
Actuarial loss (gain)	3,021			4,046			(1,648		)	732
Benefits paid	(271		)	(2,100		)	(387		)	(1,933		)
Currency translation adjustment	—			(3,185		)	—			969
Projected benefit obligation at end of year	14,964			50,994			11,600			50,029
Accumulated benefit obligation at end of year	14,964			50,994			11,600			50,029

Change in plan assets:
Fair value of plan assets at beginning of year	9,290			30,151			7,897			29,427
Actual gain (loss) on plan assets	475			1,150			1,744			(200		)
Expected return on assets	—			1,861			—			1,661
Employer contributions	208			825			75			626
Administrative expenses	(60		)	—			(39		)	—
Benefits paid	(271		)	(2,100		)	(387		)	(1,933		)
Currency translation adjustment	—			(1,877		)	—			570
Fair value of plan assets at end of year	9,642			30,010			9,290			30,151
Funded status	$	(5,322	)	$	(20,984	)	$	(2,310	)	$	(19,878	)

Amounts recognized in the consolidated balance sheets:
Other liabilities	$	(5,322	)	$	(20,984	)	$	(2,310	)	$	(19,878	)

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11. Employee Benefit Plans (Continued)

Pre-tax amounts in accumulated other comprehensive income not yet recognized as components of net periodic pension cost are as follows:



	December 31, 2014			December 31, 2013
Net actuarial loss	$	(14,069	)	$	(8,115	)
Net amounts recognized in balance sheets	$	(14,069	)	$	(8,115	)

Amounts in accumulated other comprehensive income expected to be recognized as components of net periodic pension costs in 2015 are not significant.

Pre-tax amounts recognized in other comprehensive income consist of the following:



	Year Ended
	December 31, 2014						December 31, 2013					December 31, 2012
	U.S.			UK			U.S.		UK			U.S.			UK
Net actuarial (loss) gain	$	(3,344	)	$	(2,746	)	$	2,730	$	(972	)	$	(743	)	$	1,483
Amortization of actuarial loss	—			72			292		36			252			92
Total recognized in other comprehensive income (loss)	$	(3,344	)	$	(2,674	)	$	3,022	$	(936	)	$	(491	)	$	1,575

The Company expects to contribute zero and $2.2 million to its U.S. and UK plans, respectively, during fiscal 2015.

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



	December 31, 2014				December 31, 2013
	U.S.		UK		U.S.		UK
Weighted-average assumptions
Discount rate	3.92	%	3.65	%	4.90	%	4.50	%

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11. Employee Benefit Plans (Continued)

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



	Year Ended
	December 31, 2014				December 31, 2013				December 31, 2012
	U.S.		UK		U.S.		UK		U.S.		UK
Weighted-average assumptions
Discount rate	4.90	%	4.50	%	4.01	%	4.50	%	4.40	%	4.90	%
Expected long-term rate of return on plan assets	8.00	%	6.17	%	8.00	%	6.01	%	8.00	%	6.47	%

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



	Year Ended
	December 31, 2014						December 31, 2013						December 31, 2012
	U.S.			UK			U.S.			UK			U.S.			UK
Components of net periodic pension cost
Service cost	$	59		$	—		$	64		$	—		$	59		$	—
Interest cost	555			2,204			519			2,046			513			2,371
Expected return on assets	(739		)	(1,861		)	(623		)	(1,661		)	(576		)	(1,680		)
Amortization of actuarial loss	—			76			292			36			252			92
Total Company defined benefit net periodic pension cost (income)	(125		)	419			252			421			248			783
Multi-employer benefit expense	1,197			—			1,158			—			1,303			—
Multi-employer pension withdrawal penalty	—			—			—			—			39			—
Net periodic pension cost	$	1,072		$	419		$	1,410		$	421		$	1,590		$	783

The following table sets forth the actual asset allocation for the plans as of December 31, 2014, December 31, 2013, and December 31, 2012 and the target asset allocation for the plans:



	December 31, 2014				December 31, 2013				December 31, 2012				Target
	U.S.		UK		U.S.		UK		U.S.		UK		U.S.		UK
Equity securities	65	%	—	%	71	%	—	%	66	%	—	%	55	%	—	%
Debt securities	18	%	40	%	18	%	36	%	22	%	36	%	19	%	35	%
Cash and cash equivalents	2	%	1	%	1	%	—	%	1	%	1	%	3	%	—	%
Investment funds	15	%	59	%	10	%	64	%	11	%	63	%	23	%	65	%

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

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11. Employee Benefit Plans (Continued)

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

The following table presents the fair value of the U.S. Plan pension assets classified under the appropriate level of fair value hierarchy as of December 31, 2014 and December 31, 2013:



	December 31, 2014								December 31, 2013
Asset Category	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents(a)	$	241	$	—	$	—	$	241	$	88	$	—	$	—	$	88
Equity securities
U.S Equities (b)	6,281		—		—		6,281		5,245		—		—		5,245
Global Equities (c)	542		—		—		542		1,298		—		—		1,298
Debt securities (d)	1,693		—		—		1,693		1,699		—		—		1,699
Investment funds (e)	885		—		—		885		960		—		—		960
Total U.S. Plan Assets	$	9,642	$	—	$	—	$	9,642	$	9,290	$	—	$	—	$	9,290


(a)	Cash and cash equivalents consists of a short term investment in marketable securities valued at cost.


(b)	U.S. equities consist of exchange traded funds valued at closing price on the active market which they are traded.


(c)	Global equities consist of mutual funds invested in international equities. The value is based on the net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on quoted market prices for underlying equities. The funds have regularly occurring transactions and regularly available pricing.


(d)	Debt securities consist of mutual funds invested in fixed income securities. The value is based on the net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on market value of the underlying assets. The funds have regularly occurring transactions and regularly available pricing.


(e)	Investment funds consist of balanced equity and debt mutual funds. The value is based on net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on the market value of the underlying assets. The funds have regularly occurring transactions and regularly available pricing.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11. Employee Benefit Plans (Continued)

The following table presents the fair value of the UK Plan pension assets classified under the appropriate level of fair value hierarchy as of December 31, 2014 and December 31, 2013:



	December 31, 2014								December 31, 2013
Asset Category	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents (f)	$	174	$	—	$	—	$	174	$	180	$	—	$	—	$	180
Debt securities (g)	11,898		—		—		11,898		10,805		—		—		10,805
Investment Funds (h)	17,938		—		—		17,938		9,891		9,275		—		19,166
Total UK Plan Assets	$	30,010	$	—	$	—	$	30,010	$	20,876	$	9,275	$	—	$	30,151


(f)	Cash and cash equivalents consists of cash held in bank accounts and short term investments valued at cost.


(g)	Debt securities consist of a mutual fund invested in corporate bonds. The value is based on the net asset value of the fund divided by the number of shares outstanding, which is updated daily. The net asset value is based on market prices for underlying assets. The fund has regularly occurring transactions and regularly available pricing.


(h)	Investment Funds consist of mutual and pooled pension funds. The value is based on the net asset value of the fund divided by the number of shares outstanding. The net asset value is based on market prices for underlying assets. The funds have regularly available pricing. The funds are classified as Level 1 or Level 2 based on the volume of market activity.

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



	Expected Benefit Payments
	U.S.		UK
2015	$	291	$	1,669
2016	330		1,704
2017	368		1,810
2018	425		1,869
2019	475		1,908
2020 - 2024	3,440		11,013

Multi-employer Benefit Plans

The Company makes contributions to two multi-employer defined benefit pension plans based on obligations under collective bargaining agreements covering employees in our Feasterville, Pennsylvania and Ivyland, Pennsylvania locations. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

a) Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

b) If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

c) If the Company chooses to stop participating in one of its multiemployer plans, it may be required to pay the plan an amount based on the underfunded status of the plan, referred to as withdrawal liability.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11. Employee Benefit Plans (Continued)

Withdrawal Activity

In prior years, the Company made payments based on hours worked into a multi-employer pension trust established for the benefit of certain collective bargaining employees in our Romeoville, Illinois location. During the second quarter of 2011, the Company announced plans to move its operations in Romeoville, IL to its existing facility in Nappanee, IN. This move, intended to reduce fixed overhead costs, triggered an early withdrawal from the Central States, Southeast and Southwest Areas Pension Plan benefiting hourly employees at the Romeoville facility. As a result, the Company recorded a $1.2 million charge in its U.S. Residential Products segment for liabilities associated with this withdrawal. The liability represents the present value of future payments for the Company's proportionate share of unfunded vested benefits under the multiemployer plan. The Company received notification of the final assessment from the plan trustee in July 2012. The total withdrawal liability was determined to be $1.2 million and will be settled over a 20 year period.

Plan Contributions

The Company’s participation in these plans for the annual period ended December 31, 2014, is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number (EIN) and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act (PPA) zone status available in 2014 and 2013 is for the plan’s year-end as of December 31, 2013 and December 31, 2012, respectively. The zone status is based on information the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. This last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. The Company's contributions to the Teamsters Pension Trust Fund of Philadelphia and Vicinity have not exceeded 5% of total plan contributions for the fiscal years 2014, 2013 or 2012. The Company's contributions to the Warehouse Employees Local 169 and Employers Joint Pension Fund exceeded 5% in 2014, 2013 and 2012.



		Pension Protection Act Zone Status			Company Contributions (in thousands)
		Pension Protection Act Zone Status			Company Contributions (in thousands)							Expiration of Collective Bargaining Agreement
Plan Name	EIN/Pension Plan Number	2014	2013	FIP/RP Status Implemented	2014		2013		2012		Surcharge Imposed	Expiration of Collective Bargaining Agreement
Teamsters Pension Trust Fund of Philadelphia and Vicinity (1)	23-1511735/001	Yellow	Yellow	Implemented	$	248	$	220	$	213	No	12/31/2015
Warehouse Employees Local 169 and Employers Joint Pension Fund	23-6230368/001	Red	Red	Implemented	$	949	$	938	$	955	Yes	12/31/2017
Total contributions					$	1,197	$	1,158	$	1,168

(1) The Trustees of the Teamsters Pension Trust Fund of Philadelphia and Vicinity elected to apply the special amortization and special asset valuation provisions provided for under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (PRA 2010) for Plan Years beginning January 1, 2009 and later. The special amortization rule allows that portion of the plan’s experience loss attributable to net investment losses incurred in the year ended December 31, 2008 to be amortized over a 30-year period rather than a 15-year period. The special asset valuation rule allows the recognition of investment losses in the year ended December 31, 2008 to be spread over a 10-year period rather than a 5-year period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11. Employee Benefit Plans (Continued)

Supplemental Executive Retirement Plan

The Company has a supplemental retirement plan for certain named members of management. At December 31, 2014 and December 31, 2013, the accrued liability for future benefits under the plan was $0.3 million and $0.2 million, respectively. This liability is recorded in other liabilities in the consolidated balance sheets. Benefits expense in 2014, 2013 and 2012 was not significant. Amounts recognized in or reclassified from other comprehensive income (loss) related to the Supplemental Executive Retirement Plan were not significant for 2014, 2013, or 2012.

Defined Contribution

The Company maintains two defined contribution retirement and savings plans for U.S. employees, which allow the employees to contribute a percentage of their pretax and/or after-tax income in accordance with specified guidelines. Historically, the Company matched a certain percentage of employee pre-tax contributions up to certain limits. Further, the plans provide for discretionary contributions by the Company based on years of service and age. The Company's match was suspended on October 1, 2014. The Company's expense in 2014, 2013 and 2012 was $0.4 million, $0.7 million and $0.6 million, respectively.

The Company also contributes to various defined contribution plans for European employees. Total contributions under these plans in 2014, 2013, and 2012 totaled $2.2 million, $2.2 million and $2.2 million, respectively.

Incentive Plans

The Company has an incentive compensation plan that covers key employees. The costs of the plan are computed in accordance with a formula that incorporates EBITDA (as defined in the plan) and return on average net assets. Compensation expense recorded under the plan in 2014, 2013, and 2012 was not significant.

In May 2011, the Company established the Phantom Stock Plan (the "Plan”) to provide a limited number of key employees a long term monetary incentive based on the financial condition and performance of the Company. The Plan allows for a maximum of 5,000 Phantom Shares, of which zero and 1,104 were granted during 2014 and 2013, respectively. Under the Plan, participants are granted Phantom Shares which entitle the participant to receive payments in cash which are determined based on the Company's earnings and outstanding debt as of the measurement date. In December 2012, the measurement date was amended from the original measurement date of December 31, 2013 to December 31, 2015. No other changes or amendments to the plan were made. Payments are to be made in two equal installments as of the last day of the first quarter of 2016 and 2017. Participants must be employed on the date of payout to be eligible for the cash reward. At each reporting date, the Company updates the liability related to this award based on grants, forfeitures, and other inputs, as applicable, which may result in recognition of additional expense or benefit. The Company determined as of December 31, 2013, the liability related to the Plan no longer met the probability threshold required by generally accepted accounting principles for recognition in the financial statements. As a result, previously recorded compensation expense of $2.4 million was reversed within selling, general, and administrative expenses during the fourth quarter of 2013. Total compensation expense related to the Plan recorded in fiscal year 2014 was zero and total compensation expense recorded in 2013 and 2012 were a benefit of $1.6 million and expense $0.3 million, respectively. As of December 31, 2014 and December 31, 2013, there is no associated liability reflected in the consolidated balance sheets. The Company believes payout related to the Plan is not probable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

12. Commitments and Contingencies

Minimum commitments under long-term non-cancelable operating leases, principally for equipment and facilities at December 31, 2014, were as follows:



2015	$	10,760
2016	8,334
2017	7,134
2018	4,473
2019	2,389
Thereafter	6,117
	$	39,207

Rent expense under operating leases amounted to $12.0 million, $11.8 million, and $11.6 million for the years 2014, 2013, and 2012, respectively.

Raw Material Commitments

The Company's primary raw materials are aluminum and steel coil. Because changes in aluminum and steel prices are generally passed through to customers, increases or decreases in aluminum and steel prices generally cause corresponding increases and decreases in reported net sales, causing fluctuations in reported revenues that are unrelated to the level of business activity. However, if the Company is unable to pass through aluminum and steel price changes to customers in the future, it could be materially adversely affected. Although the Company believes there is sufficient supply in the marketplace to competitively source all of its aluminum and steel needs without reliance on any particular supplier, any major disruption in the supply and/or price of aluminum and steel could have a material adverse effect on the Company's business and financial condition.

To ensure a margin on specific customer orders, the Company may commit to purchase aluminum ingot or coil at a fixed market price for future delivery. At December 31, 2014, such fixed price purchase commitments were approximately $7.4 million for 2015 sales. These contracts are for normal purchases and sales, and therefore are not required to be accounted for as derivatives.

Litigation

The Company is currently party to legal proceedings that have arisen in the ordinary course of business. The Company has and will continue to vigorously defend itself in these matters. It is the opinion of the Company's management, based upon information available at this time, that the expected outcome of all matters to which the Company is currently a party, 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 taken as a whole.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

12. Commitments and Contingencies (Continued)

Environmental Matters

The Company's operations are subject to federal, state, local and European environmental laws and regulations, including those concerning the management of pollution and hazardous substances. In connection with the acquisition of the Company from Alumax Inc. (which was 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 specifically identified environmental matters arising prior to the closing date of the acquisition during the period of time it was owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the remediation of eleven 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 Act ("CERCLA") as of the closing date of the acquisition from Alumax, as well as certain potential costs for nine sites to which the Company may have sent waste for disposal. The Company does not believe that it has any probable liability for significant environmental claims. Further, the Company believes it to be unlikely that the Company would be required to bear environmental costs in excess of its pro rata share of such costs as a potentially responsible party at any site. Any receivable for recoveries under the indemnification would be recorded separately from the corresponding liability when the environmental claim and related recovery is determined to be probable. In addition, the Company establishes reserves for remedial measures required from time to time at its own facilities. Management believes that the reasonably probable outcomes of these matters will not be material. The Company's reserves, expenditures, and expenses for all environmental exposures were not significant as of any of the dates or for any of periods presented.

Product Warranties

The Company provides warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. The Company provides accruals for warranties based on historical experience and expectations of future occurrence. The warranty accrual is recorded in the consolidated balance sheets in the line items accrued expenses and other liabilities. Changes in the product warranty accrual are summarized follows:



	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Balance, beginning of year	$	5,326		$	5,098		$	5,050
Payments made or service provided	(3,190		)	(3,480		)	(2,849		)
Warranty expense	1,996			3,639			2,948
Foreign currency translation	(162		)	69			(51		)
Balance, end of year	$	3,970		$	5,326		$	5,098

Collective Bargaining

As of December 31, 2014, approximately 10.4% of the Company's labor force is represented by collective bargaining agreements and 31.7% of the labor force is represented by work councils. Additionally, as of December 31, 2014, the Company is party to no expired collective bargaining agreements that are currently being negotiated. Approximately 1.1% of the Company's labor force is covered by a collective bargaining agreement that will expire within one year.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

13. Related-Party Transactions

Senior Unsecured Loan Facility

In March 2011, Euramax Holdings, Euramax International and certain of our domestic subsidiaries entered into the Senior Unsecured Loan Facility with investment funds affiliated with Highland Capital Management, L.P. and Levine Leichtman Capital Partners as lenders. During the second quarter of 2014, Levine Leichtman Capital Partners assigned its holdings in the Senior Unsecured Loan Facility to Credit Suisse Loan Funding LLC and Sound Point Capital Management L.P. The amount outstanding under the Senior Unsecured Loan Facility as of December 31, 2014, and the maximum amount outstanding during 2014, was $125 million. Total interest on the Senior Unsecured Loan Facility for 2014, 2013, and 2012 totaled $15.3 million, $15.3 million and $15.6 million, respectively. For a description of the terms of the Senior Unsecured Loan Facility, refer to Note 5 Long-Term Debt.

14. Other Operating Charges

Other operating charges incurred by operating segment were as follows:



	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
U.S. Residential Products	$	487	$	289	$	590
U.S. Commercial Products	1,555		621		290
European Roll Coated Aluminum	360		497		683
European Engineered Products	1,567		5,472		3,406
Other non-allocated	2,390		2,286		1,456
Total other operating charges	$	6,359	$	9,165	$	6,425

For the year ended December 31, 2014

Other operating charges are comprised of restructuring initiatives, facility closures, acquisition related costs and other operational initiatives. In 2014, the Company engaged a third party consulting firm to assist in the executive transition period and provide an assessment of its North American operations. As a result of the assessment, the Company took steps to rationalize its workforce and to invest in select value-creating officer roles. These actions led to the elimination of certain non-essential salaried positions in the Company's North America business segments and at its Corporate Headquarters in Norcross, GA. The Company believes the elimination of certain non-essential salaried positions in the Company's North America business will result in a more competitive platform that provides both meaningful operational and cost benefits. Total severance and related costs incurred in the year ended December 31, 2014 related to the work force rationalization totaled approximately $1.0 million and are recorded within other operating charges in the Company’s condensed consolidated statement of operations. Total severance on a segment basis is disclosed in the following paragraphs.

For the year ended December 31, 2014, other operating charges totaled $6.4 million and were primarily comprised of severance costs and legal and professional fees. Other non-allocated charges of $2.4 million were made up of severance and professional fees for consulting services during the executive transition period. Ongoing restructuring initiatives in the European Engineered Products segment totaled $1.6 million, including approximately $0.6 million of severance in the UK and $1.0 million of severance for various social programs in France. The remaining other operating charges were comprised of $0.8 million related to the write-off of assets recognized in prior periods for North America and $1.2 million in severance and relocation costs in the U.S. primarily related to the workforce rationalization and organizational initiatives to reduce operating costs and improve efficiencies. Total costs related to the workforce rationalization include $0.4 million in the Residential Products segment, $0.4 million in the Commercial Products segment, and $0.2 million in other non-allocated charges for corporate employees. The European Roll Coated Aluminum segment also incurred $0.4 million in severance and relocation associated with efforts to reduce operating costs and improve efficiencies.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

14. Other Operating Charges (Continued)

For the year ended December 31, 2013

For the year ended December 31, 2013, other operating charges totaled $9.2 million. Other operating charges in the European Engineered Products segment totaled $5.5 million primarily related to the relocation and consolidation of multiple plant facilities in the UK into one operating facility. These costs included $1.9 million of severance and relocation, a $1.6 million loss on the sale of land and buildings, a $1.1 million impairment of capitalized software costs as a result of the decision to abandon the implementation of an Enterprise Resource Planning System that did not align with the Company's relocation and consolidation activities and $0.9 million represents severance for various social programs in France.

Non-allocated other operating charges consisted primarily of $2.0 million related to the transition services agreement and various other expenses related to the resignation of the Company's chief executive officer in November 2013.

The remaining $1.7 million of other operating charges primarily consisted of severance and relocation costs in both the U.S. and Europe related to various organizational initiatives to reduce operating costs and improve efficiencies.

For the year ended December 31, 2012

For the year ended December 31, 2012, other operating charges of $6.4 million were primarily comprised of $3.4 million in restructuring and relocation initiatives in the European Engineered Products segment, including $3.2 million in severance and relocation charges related to the relocation of multiple plant facilities in the UK into one operating location and $0.2 million of severance charges for various social programs in France. Other operating charges also included $1.7 million of severance and relocation in both the U.S. and Europe related to cost savings initiatives and restructuring activities, $1.0 million of legal and professional fees related to the Company's North America reorganization and $0.3 million of costs related to the acquisition of Cleveland Tubing, Inc.

15. Segment Information

The Company manages its business and serves its customers through reportable segments differentiated by product type, end market, and geography. Beginning in 2014, the Company has included net sales and the related cost of goods sold for certain commercial panels sold to customers in Residential markets within the U.S. Commercial Products Segment results. Previously, these products were included in the U.S. Residential Products Segment. The Company's 2013 and 2012 results have been adjusted to reflect this change in reportable segments.

The Company's four reportable segments are described below:

U.S. Residential Products—The U.S. Residential Products segment utilizes aluminum, steel, copper and vinyl to produce residential roof drainage products, including preformed gutters, downspouts, elbows, soffit, drip edge, fascia, flashing, snow guards and related accessories. These products are used primarily for the repair, replacement or enhancement of residential roof drainage systems. The Company sells these products to home improvement retailers, lumber yards, distributors and contractors from manufacturing and distribution facilities throughout North America. The Company also produces specialty made-to-order vinyl replacement windows and aluminum patio and awning components sold primarily to home improvement contractors in the western U.S.

U.S. Commercial Products—The U.S. Commercial Products segment utilizes various materials, including steel coil, aluminum coil and fiberglass to create various products with commercial applications, including roofing and siding panels, ridge caps, flashing, trim, soffit and other accessories as well as sidewall components, siding and other exterior components for the towable RV, cargo and manufactured housing markets. The Company sells these products to builders, contractors, lumber yards, home improvement retailers, OEMs, and RV manufacturers from manufacturing and distribution facilities located throughout the U.S. These products are used in the construction of a wide variety of small scale commercial, agricultural and industrial building types on either wood or metal frames, manufactured homes, and towable RVs.

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(in thousands, except share data)

15. Segment Information (Continued)

European Roll Coated Aluminum—The European Roll Coated Aluminum segment uses a roll coating process to apply paint to bare aluminum coil and, to a lesser extent, bare steel coil in order to produce specialty coated coil, which the Company also processes into specialty coated sheets and panels. The Company sells these products to building panel manufacturers, contractors and UK “holiday home,” RV and transportation OEMs throughout Europe and in parts of Asia. The Company’s customers use its specialty coated metal products to manufacture, among other things, RV sidewalls, commercial roofing panels, interior ceiling panels, and liner panels for shipping containers. The Company produces and distributes these roll coated products from facilities located in the Netherlands and the UK.

European Engineered Products—The European Engineered Products segment utilizes aluminum and vinyl extrusions to produce residential windows, doors and shower enclosures. These products are sold to home improvement retailers, distributors and factory‑built “holiday home” builders in the UK. The Company also produces windows used in the operator compartments of heavy equipment, components sold to suppliers to automotive OEMs in Western Europe and RV doors. The Company produces and distributes these engineered products from facilities in France and the UK and has developed extensive in-house manufacturing capabilities, including powder coating, glass cutting, anodizing and glass toughening.

The accounting policies for segments are the same as those described in Note 1. The Company evaluates the performance of its segments and allocates resources to them based primarily on segment income (loss) from operations. Expenses, income and assets that are not segment specific relate to holding company and business development activities conducted for the overall benefit of the Company and, accordingly, are not attributable to the Company's segments.

The following table presents information about reported segments for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.



	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
2014
Net sales:
Third party	$	279,954	$	317,270		$	192,494	$	65,027		$	—		$	—		$	854,745
Intersegment	845		126			586		—			—			(1,557		)	—
Total net sales	$	280,799	$	317,396		$	193,080	$	65,027		$	—		$	(1,557	)	$	854,745
Income (loss) from operations	$	20,656	$	(1,346	)	$	12,555	$	(768	)	$	(12,507	)	$	—		$	18,590
Depreciation and amortization	$	10,925	$	10,075		$	9,162	$	1,564		$	702		$	—		$	32,428
Capital expenditures	$	1,316	$	1,464		$	1,565	$	1,170		$	1,818		$	—		$	7,333
Total assets (1)	$	159,436	$	114,321		$	200,519	$	48,904		$	13,596		$	—		$	536,776

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(in thousands, except share data)

15. Segment Information (Continued)



	U.S. Residential Products		U.S. Commercial Products			European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
2013
Net sales:
Third party	$	266,483	$	301,976		$	193,504	$	64,709		$	—		$	—		$	826,672
Intersegment	726		435			217		—			—			(1,378		)	—
Total net sales	$	267,209	$	302,411		$	193,721	$	64,709		$	—		$	(1,378	)	$	826,672
Income (loss) from operations	$	16,763	$	(3,242	)	$	11,004	$	(6,849	)	$	(10,658	)	$	—		$	7,018
Depreciation and amortization	$	11,820	$	11,333		$	9,509	$	1,846		$	591		$	—		$	35,099
Capital expenditures	$	2,787	$	2,016		$	3,224	$	1,612		$	1,103		$	—		$	10,742
Total assets (1)	$	163,773	$	107,053		$	228,514	$	52,331		$	20,302		$	—		$	571,973



	U.S. Residential Products		U.S. Commercial Products		European Roll Coated Aluminum		European Engineered Products			Other Non- Allocated			Eliminations			Consolidated
2012
Net sales:
Third party	$	258,937	$	314,466	$	196,087	$	67,650		$	—		$	—		$	837,140
Intersegment	951		519		519		—			—			(1,989		)	—
Total net sales	$	259,888	$	314,985	$	196,606	$	67,650		$	—		$	(1,989	)	$	837,140
Income (loss) from operations	$	19,319	$	1,771	$	9,208	$	(6,586	)	$	(12,357	)	$	—		$	11,355
Depreciation and amortization	$	11,674	$	10,774	$	9,455	$	2,480		$	401		$	—		$	34,784
Capital expenditures	$	1,495	$	1,255	$	2,275	$	627		$	1,488		$	—		$	7,140
Total assets (1)	$	173,719	$	115,525	$	221,950	$	55,898		$	27,330		$	—		$	594,422

(1) Segment assets include cash, accounts receivable, inventories, other current assets, property, plant and equipment, goodwill, intangibles, and other long term assets. Other non-allocated assets include all corporate assets, as well as deferred taxes and income taxes receivable.

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(in thousands, except share data)

15. Segment Information (Continued)

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



		Year Ended
Customer/Markets	Primary Products	December 31, 2014		December 31, 2013		December 31, 2012
Original Equipment Manufacturers (OEMs)	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; windows and roofing; and composite building panels	$	207,527	$	199,213	$	202,556
Home Improvement Retailers	Rain carrying systems, roofing accessories, windows, doors and shower enclosures	175,888		182,666		181,363
Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories	146,277		148,708		148,231
Rural Contractors	Steel and aluminum roofing and siding	142,544		135,296		144,398
Distributors	Metal coils, rain carrying systems and roofing accessories	98,761		88,300		91,505
Home Improvement Contractors	Vinyl replacement windows; metal coils; rain carrying systems; metal roofing and insulated roofing panels; patio and entrance doors; and awnings	49,771		40,645		35,674
Manufactured Housing	Steel siding and trim components	33,977		31,844		33,413
		$	854,745	$	826,672	$	837,140

The following tables reflect net sales and long-lived asset information by geographic areas for the periods indicated:



	Net Sales
	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
United States	$	588,593	$	559,135	$	564,254
The Netherlands	149,473		155,032		154,153
United Kingdom	75,529		69,433		72,699
France	32,520		33,748		36,886
Canada	8,630		9,324		9,148
	$	854,745	$	826,672	$	837,140

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

15. Segment Information (Continued)



	Long-Lived Assets
	December 31, 2014		December 31, 2013
United States	$	53,042	$	62,186
The Netherlands	30,554		37,367
United Kingdom	14,660		15,523
France	11,178		13,133
Canada	1,730		1,905
	$	111,164	$	130,114

Non-U.S. revenue is classified based on the country in which the legal subsidiary is domiciled. The Company's largest customer accounted for 12.4% of 2014, 13.5% of 2013 and 13.3% of 2012 net sales. Sales from this customer are included in the U.S. Residential Products and U.S. Commercial Products segments. As of December 31, 2014, this customer had an outstanding trade receivable balance of $5.9 million. No other customer represented greater than 6% of the Company's revenues in 2014, 2013, or 2012.

16. Subsequent Events

On February 6, 2015 and March 23, 2015, Euramax Holding, Inc. (“Euramax” or the "Company") entered into the Ninth and Tenth Amendments (the “Amendments”), respectively, to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement (the "ABL Credit Facility"). Borrowings under the revolving credit facility made available pursuant to the ABL Credit Facility are subject to a borrowing base limit and satisfaction of certain conditions. The borrowing base for the existing revolving credit facility includes, subject to notice by the Company and the satisfaction of certain other specified conditions, three mutually exclusive seasonal overadvance amounts, “Seasonal Overadvance (Type A)” in the amount of $15.0 million, “Seasonal Overadvance (Type B)” in the amount of $9.0 million and “Seasonal Overadvance (Type C)” in the amount of $6.0 million. Pursuant to the Amendments, the Company requested the addition of the “Seasonal Overadvance (Type B)” amount to the borrowing base, and the ABL Credit Facility was amended to, among other items, (i) provide for alternate conditions for the “Seasonal Overadvance (Type B)” amount, which will only apply during a specified period in fiscal year 2015, as further described below, (ii) condition availability of the “Seasonal Overadvance (Type A)” amount on the continued satisfaction of the applicable overadvance conditions relating thereto, as further described below, and (iii) amend the financial covenants to, among other things, change certain of the conditions governing when such financial covenants are applicable.

Pursuant to the Amendments, if the “Seasonal Overadvance (Type B)” conditions are not satisfied at any time during the period from January 26, 2015 through May 31, 2015, then the alternate “Seasonal Overadvance (Type B)” conditions shall apply instead during such period. Pursuant to the alternate “Seasonal Overadvance (Type B)” conditions, inclusion of the alternate “Seasonal Overadvance (Type B)” amount in the borrowing base shall be subject to, among other conditions, (i) the Company's demonstrating compliance with (A) a U.S. fixed charge coverage ratio for the most recently ended twelve-month test period of 0.85 to 1.00 and (B) a specified minimum consolidated adjusted EBITDA covenant for the most recently ended twelve-month period of $52.0 million, (ii) payment of a fee equal to 20.0% of the applicable seasonal overadvance amount (the “Seasonal Overadvance Fee) and (iii) other customary conditions.

In addition, the Amendments amended the ABL Credit Facility to condition availability of the “Seasonal Overadvance (Type A)” amount in the borrowing base on the continued compliance with the applicable overadvance conditions for such amount. Under the ABL Credit Facility the “Seasonal Overadvance (Type A)” amount is available to the Company from February 1 of each year through June 30 for calendar year 2015 and through May 31 of any other year (each, a “Type A Period”), subject to among other conditions (i) the Company's demonstrating compliance with a fixed charge coverage ratio covenant of 1.00 to 1.00, (ii) payment of the Seasonal Overadvance Fee (except to the extent already paid during such calendar year), (iii) other customary conditions and (iv) pursuant to the Amendment, continued compliance with the foregoing eligibility requirements with respect to any Type A Period, with the “Type A” seasonal overadvance amount being reduced to zero at any time such conditions fail to be satisfied during such Type A Period.

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16. Subsequent Events (Continued)

The Amendment also (i) provides for the suspension of the testing of the fixed charge coverage ratio financial covenant in the ABL Credit Facility that is otherwise applicable during certain financial covenant testing periods at any time when the regular “Seasonal Overadvance (Type B)” conditions or the “Seasonal Overadvance (Type C)” conditions are satisfied, and (ii) provides for the suspension of the testing of the minimum consolidated adjusted EBITDA covenant that is otherwise applicable during certain financial covenant testing periods at any time when the regular “Seasonal Overadvance (Type B)” conditions and the “Seasonal Overadvance (Type C)” conditions are not satisfied.

17. Supplemental Guarantor Condensed Financial Information

On March 18, 2011, Euramax Holdings (presented as Parent in the following schedules), through its 100% owned subsidiary, Euramax International (presented as Issuer in the following schedules) issued $375 million of its 9.50% Senior Secured Notes due 2016 (the "Notes"). The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings. Additionally, the Notes were fully and unconditionally guaranteed by all material domestic subsidiaries, collectively referred to as the "Guarantors." On December 30, 2011, as permitted by the First Supplemental Indenture, the Company completed the merger of the Guarantor subsidiaries with Euramax International. This merger does not adversely affect the legal rights under the Indenture of any holder of the Notes in any material respect. All other subsidiaries of Euramax International, whether direct or indirect, do not guarantee the Notes (the "Non-Guarantors").

Additionally, the Notes are secured on a second priority basis by liens on all of the collateral (subject to certain exceptions) securing Euramax International's senior secured credit facilities. In the event that secured creditors exercise remedies with respect to Euramax International's pledged assets, the proceeds of the liquidation of those assets will first be applied to repay obligations secured by the first priority liens under the senior secured credit facilities and any other first priority obligations.

The following condensed consolidating financial statements present the results of operations, financial position and cash flows of (1) the Parent, (2) the Issuer (including all Guarantor subsidiaries prior to the merger), (3) the Non-Guarantor Subsidiaries, and (4) eliminations to arrive at the information for Euramax Holdings on a consolidated basis.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2014

(in thousands)



	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	4		$	2,070		$	—		$	2,074
Accounts receivable, less allowance for doubtful accounts	—			39,607			40,722			—			80,329
Inventories, net	—			75,512			30,873			—			106,385
Income taxes receivable	—			235			1,499			—			1,734
Deferred income taxes	—			381			45			—			426
Other current assets	—			5,425			1,584			—			7,009
Total current assets	—			121,164			76,793			—			197,957
Property, plant, and equipment, net	—			53,042			58,122						111,164
Amounts due from affiliates	—			202,008			19,277			(221,285		)	—
Goodwill	—			81,359			108,799			—			190,158
Customer relationships, net	—			16,826			9,489			—			26,315
Other intangible assets, net	—			6,495			—			—			6,495
Investment in consolidated subsidiaries	(167,335		)	(5,318		)	—			172,653			—
Other assets	—			2,883			1,804			—			4,687
Total assets	$	(167,335	)	$	478,459		$	274,284		$	(48,632	)	$	536,776

Liabilities and Shareholders' (deficit) equity
Current liabilities:
Accounts payable	$	—		$	49,869		$	28,977		$	—		$	78,846
Accrued expenses	—			16,284			9,225			—			25,509
Accrued interest payable	—			12,837			75			—			12,912
Deferred income taxes	—			—			895			—			895
Current portion of long -term debt	—			—			4,663			—			4,663
Total current liabilities	—			78,990			43,835			—			122,825
Long-term debt	—			534,852			—			—			534,852
Amounts due to affiliates	5,771			11,982			203,532			(221,285		)	—
Deferred income taxes	—			10,468			5,426			—			15,894
Other liabilities	—			9,502			26,809			—			36,311
Total liabilities	5,771			645,794			279,602			(221,285		)	709,882

Shareholders' (deficit) equity:
Common stock	196			—			21			(21		)	196
Additional paid-in capital	724,562			661,673			199,453			(861,126		)	724,562
Accumulated loss	(903,029		)	(834,173		)	(215,570		)	1,049,743			(903,029		)
Accumulated other comprehensive income	5,165			5,165			10,778			(15,943		)	5,165
Total shareholders' (deficit) equity	(173,106		)	(167,335		)	(5,318		)	172,653			(173,106		)
Total liabilities & shareholders' (deficit) equity	$	(167,335	)	$	478,459		$	274,284		$	(48,632	)	$	536,776

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2013

(in thousands)



	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	1,700		$	7,277		$	—		$	8,977
Accounts receivable, less allowance for doubtful accounts	—			35,012			38,984			—			73,996
Inventories, net	—			62,270			27,490			—			89,760
Income taxes receivable	—			341			641			—			982
Deferred income taxes	—			559			21			—			580
Other current assets	—			5,462			1,546			—			7,008
Total current assets	—			105,344			75,959			—			181,303
Property, plant, and equipment, net	—			62,185			67,929						130,114
Amounts due from affiliates	—			229,101			18,828			(247,929		)	—
Goodwill	—			81,359			122,694			—			204,053
Customer relationships, net	—			24,626			16,005			—			40,631
Other intangible assets, net	—			7,073			—			—			7,073
Investment in consolidated subsidiaries	(103,217		)	2,407			—			100,810			—
Deferred income taxes	—			—			87			—			87
Other assets	—			4,185			4,527			—			8,712
Total assets	$	(103,217	)	$	516,280		$	306,029		$	(147,119	)	$	571,973

Liabilities and Shareholders' equity (deficit)
Current liabilities:
Accounts payable	$	—		$	30,312		$	26,950		$	—		$	57,262
Accrued expenses	14			16,133			10,219			—			26,366
Accrued interest payable	—			8,973			47			—			9,020
Deferred income taxes	—			—			605			—			605
Total current liabilities	14			55,418			37,821			—			93,253
Long-term debt	—			535,396			—			—			535,396
Amounts due to affiliates	5,332			12,086			230,511			(247,929		)	—
Deferred income taxes	—			9,561			9,419			—			18,980
Other liabilities	—			7,036			25,871			—			32,907
Total liabilities	5,346			619,497			303,622			(247,929		)	680,536

Shareholders' equity (deficit):
Common stock	195			—			21			(21		)	195
Additional paid-in capital	724,071			661,180			199,452			(860,632		)	724,071
Accumulated loss	(843,750		)	(775,318		)	(210,242		)	985,560			(843,750		)
Accumulated other comprehensive income	10,921			10,921			13,176			(24,097		)	10,921
Total shareholders' (deficit) equity	(108,563		)	(103,217		)	2,407			100,810			(108,563		)
Total liabilities & shareholders' (deficit) equity	$	(103,217	)	$	516,280		$	306,029		$	(147,119	)	$	571,973

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17. Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2014

(in thousands)



	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	—		$	590,742		$	271,527		$	(7,524	)	$	854,745
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			508,022			225,250			(7,524		)	725,748
Selling and general (excluding depreciation and amortization)	424			48,358			22,838			—			71,620
Depreciation and amortization	—			21,539			10,889			—			32,428
Other operating charges	—			4,432			1,927			—			6,359
Income (loss) from operations	(424		)	8,391			10,623			—			18,590
Equity in earnings of subsidiaries	(58,855		)	(5,328		)	—			64,183			—
Interest expense	—			(54,078		)	(1,440		)	—			(55,518		)
Intercompany interest income (expense)	—			18,033			(18,033		)	—			—
Other (loss) income, net	—			(25,129		)	1,976			—			(23,153		)
Loss before income taxes	(59,279		)	(58,111		)	(6,874		)	64,183			(60,081		)
(Benefit from) provision for income taxes	—			744			(1,546		)	—			(802		)
Net loss	$	(59,279	)	$	(58,855	)	$	(5,328	)	$	64,183		$	(59,279	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
For the Year Ended December 31, 2014

(in thousands)



	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net loss	$	(59,279	)	$	(58,855	)	$	(5,328	)	$	64,183		$	(59,279	)
Other comprehensive loss:
Foreign currency translation adjustment	276			276			276			(552		)	276
Pension liability adjustment, net of tax	(6,032		)	(6,032		)	(2,674		)	8,706			(6,032		)
Total other comprehensive loss	$	(5,756	)	$	(5,756	)	$	(2,398	)	$	8,154		$	(5,756	)
Total comprehensive loss	$	(65,035	)	$	(64,611	)	$	(7,726	)	$	72,337		$	(65,035	)

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2013

(in thousands)



	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	—		$	561,277		$	272,942		$	(7,547	)	$	826,672
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			479,813			227,696			(7,547		)	699,962
Selling and general (excluding depreciation and amortization)	668			49,670			25,090			—			75,428
Depreciation and amortization	—			23,349			11,750			—			35,099
Other operating charges	—			3,196			5,969			—			9,165
Income (loss) from operations	(668		)	5,249			2,437			—			7,018
Equity in earnings of subsidiaries	(24,227		)	(14,391		)	—			38,618			—
Interest expense	—			(52,888		)	(1,190		)	—			(54,078		)
Intercompany interest income (expense)	—			17,678			(17,678		)	—			—
Other income (loss), net	—			8,191			(787		)	—			7,404
Loss before income taxes	(24,895		)	(36,161		)	(17,218		)	38,618			(39,656		)
Benefit from income taxes	—			(11,934		)	(2,827		)	—			(14,761		)
Net loss	$	(24,895	)	$	(24,227	)	$	(14,391	)	$	38,618		$	(24,895	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
For the Year Ended December 31, 2013
(in thousands)



	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations		Total
Net loss	$	(24,895	)	$	(24,227	)	$	(14,391	)	$	38,618	$	(24,895	)
Other comprehensive income (loss):
Foreign currency translation adjustment	(815		)	(815		)	(815		)	1,630		(815		)
Pension liability adjustment, net of tax	931			931			(936		)	5		931
Total other comprehensive income (loss)	$	116		$	116		$	(1,751	)	$	1,635	$	116
Total comprehensive loss	$	(24,779	)	$	(24,111	)	$	(16,142	)	$	40,253	$	(24,779	)

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2012

(in thousands)



	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales	$	—		$	565,237		$	281,912		$	(10,009	)	$	837,140
Costs and expenses:
Cost of goods sold (excluding depreciation and amortization)	—			474,058			236,996			(10,009		)	701,045
Selling and general (excluding depreciation and amortization)	318			55,752			27,422			—			83,492
Depreciation and amortization	—			22,403			12,381			—			34,784
Other operating charges	—			2,336			4,089			—			6,425
Multiemployer pension withdrawal expense	—			39			—			—			39
Income (loss) from operations	(318		)	10,649			1,024			—			11,355
Equity in earnings of subsidiaries	(36,450		)	(13,618		)	—			50,068			—
Interest expense	—			(53,859		)	(999		)	—			(54,858		)
Intercompany interest income (expense)	—			17,353			(17,353		)	—			—
Other income, net	—			4,960			52			—			5,012
Loss before income taxes	(36,768		)	(34,515		)	(17,276		)	50,068			(38,491		)
(Benefit from) provision for income taxes	—			1,935			(3,658		)	—			(1,723		)
Net loss	$	(36,768	)	$	(36,450	)	$	(13,618	)	$	50,068		$	(36,768	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
For the Year Ended December 31, 2012
(in thousands)



	Parent			Issuer			Non-Guarantor Subsidiaries			Eliminations			Total
Net loss	$	(36,768	)	$	(36,450	)	$	(13,618	)	$	50,068		$	(36,768	)
Other comprehensive income:
Foreign currency translation adjustment	80			80			367			(447		)	80
Pension liability adjustment, net of tax	953			953			1,196			(2,149		)	953
Total other comprehensive income	$	1,033		$	1,033		$	1,563		$	(2,596	)	$	1,033
Total comprehensive loss	$	(35,735	)	$	(35,417	)	$	(12,055	)	$	47,472		$	(35,735	)

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2014

(in thousands)



	Parent		Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash used in operating activities	$	—	$	1,080		$	(4,750	)	$	—		$	(3,670	)
Cash flows from investing activities:
Proceeds from sale of assets	—		776			9			—			785
Capital expenditures	—		(4,516		)	(2,817		)	—			(7,333		)
Distribution from affiliate	—		2,189			—			(2,189		)	—
Net cash used in investing activities	—		(1,551		)	(2,808		)	(2,189		)	(6,548		)
Cash flows from financing activities:
Net repayments on ABL Credit Facility	—		(1,137		)	—			—			(1,137		)
Net borrowings on European Credit Facilities	—		—			4,663			—			4,663
Deferred financing fees	—		(88		)	—			—			(88		)
Distribution to affiliate	—		—			(2,189		)	2,189			—
Net cash provided by financing activities	—		(1,225		)	2,474			2,189			3,438
Effect of exchange rate changes on cash	—		—			(123		)	—			(123		)
Net decrease in cash and cash equivalents	—		(1,696		)	(5,207		)	—			(6,903		)
Cash and cash equivalents at beginning of year	—		1,700			7,277			—			8,977
Cash and cash equivalents at end of year	$	—	$	4		$	2,070		$	—		$	2,074

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(in thousands, except share data)

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2013

(in thousands)



	Parent		Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash used in operating activities	$	—	$	(7,396	)	$	(2,919	)	$	—		$	(10,315	)
Cash flows from investing activities:
Proceeds from sale of assets	—		324			2,022			—			2,346
Capital expenditures	—		(5,829		)	(4,913		)	—			(10,742		)
Distribution from affiliate	—		—			5,068			(5,068		)	—
Net cash (used in) provided by investing activities	—		(5,505		)	2,177			(5,068		)	(8,396		)
Cash flows from financing activities:
Net borrowings on ABL Credit Facility	—		18,270			—			—			18,270
Deferred financing fees	—		(175		)	—			—			(175		)
Distribution to affiliate	—		(5,068		)	—			5,068			—
Net cash provided by financing activities	—		13,027			—			5,068			18,095
Effect of exchange rate changes on cash	—		—			(431		)	—			(431		)
Net (decrease) increase in cash and cash equivalents	—		126			(1,173		)	—			(1,047		)
Cash and cash equivalents at beginning of year	—		1,574			8,450			—			10,024
Cash and cash equivalents at end of year	$	—	$	1,700		$	7,277		$	—		$	8,977

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2012

(in thousands)



	Parent		Issuer			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	—	$	(539	)	$	4,524		$	—		$	3,985
Cash flows from investing activities:
Proceeds from sale of assets	—		1,317			4			—			1,321
Capital expenditures	—		(4,158		)	(2,982		)	—			(7,140		)
Purchase of a business, net of cash acquired	—		(6,445		)	—			—			(6,445		)
Distribution from affiliate	—		—			(2,165		)	2,165			—
Net cash used in investing activities	—		(9,286		)	(5,143		)	2,165			(12,264		)
Cash flow from financing activities:
Net borrowings on ABL Credit Facility	—		8,280			—			—			8,280
Deferred financing fees	—		(8		)	(26		)	—			(34		)
Distribution to affiliate	—		2,165			—			(2,165		)	—
Net cash provided by (used in) financing activities	—		10,437			(26		)	(2,165		)	8,246
Effect of exchange rate changes on cash	—		—			(4,270		)	—			(4,270		)
Net (decrease) increase in cash and cash equivalents	—		612			(4,915		)	—			(4,303		)
Cash and cash equivalents at beginning of year	—		962			13,365			—			14,327
Cash and cash equivalents at end of year	$	—	$	1,574		$	8,450		$	—		$	10,024

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

18. Quarterly Results of Operations (Unaudited)



	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Year Ended December 31, 2014

Net sales	$	169,904		$	232,990		$	239,942		$	211,909
Cost of sales, excluding depreciation and amortization	146,971			193,077			202,160			183,540
Depreciation and amortization	8,202			8,251			8,142			7,833
Operating (loss) income	(5,010		)	10,131			11,176			2,293
(Loss) income before income taxes	(18,579		)	(4,299		)	(16,775		)	(20,428		)
Net (loss) income	$	(19,272	)	$	(3,116	)	$	(16,406	)	$	(20,485	)

Year Ended December 31, 2013

Net Sales	$	172,545		$	229,861		$	227,835		$	196,431
Cost of sales, excluding depreciation and amortization	149,170			190,461			188,792			171,539
Depreciation and amortization	8,593			8,450			8,514			9,542
Operating (loss) income	(7,432		)	9,884			8,687			(4,121		)
(Loss) income before income taxes	(27,375		)	(1,859		)	3,177			(13,599		)
Net loss (income)	$	(28,116	)	$	(1,556	)	$	16,259		$	(11,482	)

The Company's interim reporting is based on a 4-4-5 week closing calendar. The first quarter of 2014 includes 1 less day and the fourth quarter of 2014 includes 1 additional day compared to the first and fourth quarter of 2013, respectively. The second and third quarters of 2014 and 2013 each include 13 weeks.

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Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED BALANCE SHEET

(in thousands, except share data)



	December 31, 2014			December 31, 2013
Assets
Investment in and advances to subsidiaries	$	(167,335	)	$	(103,217	)
Liabilities and shareholders' (deficit) equity
Interest and other payables	$	—		$	14
Amounts due to affiliates	5,771			5,332
Total liabilities	5,771			5,346
Shareholders' (deficit) equity:
Class A common stock—$1.00 par value; 600,000 shares authorized, 195,502 issued and outstanding in 2014 and 194,852 issued and outstanding in 2013	196			195
Class B convertible common stock—$1.00 par value; 600,000 shares authorized, no shares issued in 2014 and 2013	—			—
Additional paid-in capital	724,562			724,071
Accumulated loss	(903,029		)	(843,750		)
Accumulated other comprehensive income	5,165			10,921
Total shareholders' (deficit) equity	(173,106		)	(108,563		)
Total liabilities and shareholders' (deficit) equity	$	(167,335	)	$	(103,217	)

See accompanying notes.

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Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF OPERATIONS

(in thousands)



	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Costs and expenses:
General and administrative	$	424		$	668		$	318
Interest expense	—			—			—
Loss before taxes and equity in net losses of subsidiaries	(424		)	(668		)	(318		)
Provision for income taxes	—			—			—
Net loss before equity in net losses of subsidiaries	(424		)	(668		)	(318		)
Equity in losses of subsidiaries, net of tax	(58,855		)	(24,227		)	(36,450		)
Net loss	$	(59,279	)	$	(24,895	)	$	(36,768	)

See accompanying notes.

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Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF COMPREHENSIVE OPERATIONS

(in thousands)



	Year Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Net loss	$	(59,279	)	$	(24,895	)	$	(36,768	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	276			(815		)	80
Pension liability adjustments, net of tax	(6,032		)	931			953
Total other comprehensive (loss) income	$	(5,756	)	$	116		$	1,033
Total comprehensive loss	$	(65,035	)	$	(24,779	)	$	(35,735	)

See accompanying notes

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Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)



	Year Ended
	December 31, 2014		December 31, 2013		December 31, 2012
Net cash provided by operating activities	$	—	$	—	$	—
Net cash provided by investing activities	$	—	$	—	$	—
Net cash provided by financing activities	$	—	$	—	$	—
Supplemental cash flow information
Income taxes paid, net	$	—	$	—	$	—
Interest paid, net	$	—	$	—	$	—

See accompanying notes.

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Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

NOTES TO CONDENSED FINANCIAL INFORMATION

(in thousands, except share data)


1.	Basis of Presentation

The accompanying condensed financial statements include the accounts of Euramax Holdings, Inc. (the "Parent Company") and, on an equity basis, its subsidiaries and affiliates. Parent Company expenses, other than interest expense on long-term debt, are primarily related to intercompany transactions with subsidiaries and affiliates. These financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes thereto of Euramax Holdings, Inc. and Subsidiaries (the "Company").

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Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


Item 9A.	CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Our management, with the participation of both our Principal Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report (December 31, 2014). Our disclosure controls and procedures are intended to ensure that the information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to our management, including the Principal Executive Officer and Chief Financial Officer, as the principal executive and financial officers, respectively, to allow final decisions regarding required disclosures. Based on their evaluation of the Company's disclosure controls and procedures as of December 31, 2014, the Principal Executive Officer and CFO have concluded that the Company's disclosure controls and procedures were effective.

The required certifications of our Principal Executive Officer and our Chief Financial Officer are included as exhibits to this Annual Report on Form 10-K. The disclosures set forth in this Item 9A contain information concerning the evaluation of our disclosure controls and procedures, internal control over financial reporting and changes to internal control referred to in those certifications. Those certifications should be read in conjunction with this Item 9A for a more complete understanding of the matters covered by the certifications.

Changes in Internal Controls

There have not been any other changes in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

All internal controls, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Under the supervision and with the participation of our management, including our Principal Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth in the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) entitled “Internal Control- Integrated Framework” (1992 Framework). Based on such assessment, our management concluded that as of December 31, 2014 our internal control over financial reporting was effective.

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This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Limitations on the effectiveness of controls

Our management, including our Principal Executive Officer and Chief Financial Officer, does not expect that internal control over financial reporting and our disclosure controls and procedures will prevent all errors and potential fraud. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our Principal Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Euramax Holdings have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


Item 9B.	OTHER INFORMATION

Effective March 20, 2015, Shyam Reddy, the Company’s Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary, resigned from the Company. In connection with Mr. Reddy’s resignation, Mr. Reddy and the Company entered into a Separation and Release Agreement, effective as of March 20, 2015 (the “Separation Agreement”). The Separation Agreement provides that Mr. Reddy will be entitled to receive severance payments in the aggregate amount of $254,660 (less applicable taxes and withholdings).

Pursuant to the Separation Agreement, Mr. Reddy released and discharged the Company and its affiliates from all claims which Mr. Reddy now has or may later claim to have against the Company and its affiliates, whether known or unknown to him, resulting from anything that occurred prior to the effective date of the Separation Agreement. In addition, Mr. Reddy will be bound by the confidentiality obligations in the Separation Agreement and will also be subject to covenants prohibiting him from competing with the Company or soliciting employees or customers of the Company for a period of six months following the termination date of his employment with the Company.

Effective March 23, 2015, John Blount was appointed as Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of the Company. Biographical information for Mr. Blount is included in “Item 10. Directors, Executive Officers and Corporate Governance - Executive Officers and Directors.” In connection with Mr. Blount’s appointment, Mr. Blount and the Company entered into an Employment Agreement, dated March 23, 2015 (the “Employment Agreement”). The Employment Agreement provides that Mr. Blount will be entitled to a base salary of $325,000 and the target for his annual bonus with respect to fiscal year 2015 shall be at least 35% of his base salary. Under the Employment Agreement, Mr. Blount is also entitled to receive 500 shares of restricted stock in the Company. In the event that Mr. Blount’s employment is terminated by the Company without cause (as defined in the Employment Agreement), or Mr. Blount terminates his employment for good reason (as defined in the Employment Agreement), he will be entitled to receive as severance a continuation of his base salary for a period of 12 months following the termination of his employment.

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Part III


Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

The following sets forth certain information with respect to the board of directors and executive officers of the Company as of March 26, 2015:



Name	Age	Title
Hugh Sawyer	60	President
Mary S. Cullin	49	Senior Vice President, Chief Financial Officer and Treasurer
R. Scott Vansant	53	Senior Vice President, Euramax North America
John F. Blount	44	Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Jan Timmerman	49	Senior Vice President, Managing Director Europe
Michael D. Lundin	55	Chairman and Director
Timothy J. Bernlohr	55	Director
James G. Bradley	69	Director
Jeffrey A. Brodsky	56	Director
Trey B. Parker III	39	Director
Jake Tomlin	37	Director

Hugh Sawyer has been the interim president of Euramax Holdings since February 2014. Mr. Sawyer has been a managing director of Huron Consulting Group Inc. since January 2010. He leads the Operational Improvement Service Line for Huron's Business Advisory Practice. From August 2007 through January 2010, Mr. Sawyer served as president of Legendary Inc., a premier developer and operator of hospitality, resort, retail, marine and real estate businesses. He has more than 36 years of experience leading operational improvements, turnarounds and mergers and acquisitions for both public and private companies across a diverse group of industries. He has served as the president or chief executive officer of JHT Holdings Inc., Allied Holdings Inc., Aegis Communications Group Inc., National Linen Service Inc., The Cunningham Group Inc., and Wells Fargo Armored Service Corporation. Since 2012, Mr. Sawyer has served as a director of Edison Mission Energy Inc. and JHT Holdings Inc. Mr. Sawyer has served as a director of Energy Future Competitive Holdings Company LLC and Texas Competitive Electric Holdings Company LLC since 2013. He has previously served as a director of Allied Holdings Inc., Paradise Island Holdings Limited, Neff Equipment Rental Corporation, Hines Horticulture Inc., Spiegel Inc., Aegis Communications Group Inc., International Computex Inc., Phoenix Communications Inc. and Guardian Armor, Inc.

Mary S. Cullin has been the senior vice president, chief financial officer and treasurer of Euramax Holdings since October 2013. Previously, Ms. Cullin served as vice president of finance and shared services for Euramax International with responsibility for North America finance, accounting, information systems, credit and payroll activities. She joined Euramax International in 2008 as the director of financial planning and analysis and has served in various finance and accounting positions for the Company. Prior to joining Euramax International, Ms. Cullin was the divisional chief financial officer of HD Supply Lumber and Building Materials. Ms. Cullin has also held financial positions with The Home Depot and Flowers Foods, Inc. Ms. Cullin received her B.S. in Financial Management from Clemson University in 1987.

R. Scott Vansant has been the president of Euramax North America since May 2014. From October 2013 until May 2014, Mr. Vansant served as president of Euramax North America sales and marketing. Previously, Mr. Vansant served as the senior vice president, chief financial officer, and treasurer of Euramax Holdings since July 1998 and senior vice president and secretary of Euramax Holdings from September 1996 - March 2013. 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 from 1993 to 1995 and branch manager from 1992 to 1993. Prior to 1991, Mr. Vansant worked as a certified public accountant for Ernst & Young LLP. Mr. Vansant received a BBA in Accounting from Mercer University.

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John F. Blount has been the senior vice president, chief administrative officer, general counsel and corporate secretary of Euramax Holdings since March 2015. Prior to joining Euramax Holdings, Inc., he served as president and chief executive officer of ASHINC Corporation, formerly known as Allied Systems Holdings, Inc., beginning in December 2013. From February 2008 until December 2013, he served as senior vice president, chief administrative officer, secretary and general counsel of Allied Systems Holdings. From January 2003 until February 2008, Mr. Blount served in various leadership positions within Allied Systems Holdings, including chief administrative officer, associate general counsel, and head of labor relations. Since December 2013, Mr. Blount has served as a director of Allied Systems Holdings and all of its affiliated companies, prior to which he served as a director of various affiliates of Allied Systems Holdings. Before joining Allied Systems Holdings, he practiced law with various firms in Atlanta, Georgia. Mr. Blount received a B.A. in History from the University of Michigan and a J.D. from Emory University School of Law.

Jan Timmerman has been the senior vice president, president, managing director international since April 2014. From February 2012 until April 2014, Mr. Timmerman served as senior vice president, managing director Europe. Mr. Timmerman joined the Company as managing director of Euramax Coated Products, B.V. on October 1, 2010. Mr. Timmerman is an experienced international executive having spent over twenty years in various operations, marketing and general management positions with Philips Lighting Electronics. Immediately prior to joining Euramax Coated Products, B.V., Mr. Timmerman served as the CCO for Philips Consumer Lighting EMEA from 2007-2010. Mr. Timmerman earned his Masters of Science degree from the University of Twente in Enschede, Netherlands and has taken numerous executive training courses in international management, marketing and mergers and acquisitions from IMD in Lausanne, Switzerland and the Kellogg Graduate School of Management at Northwestern University in Chicago.

Michael D. Lundin has been a director of Euramax Holdings since July 2009 and became chairman of Euramax Holdings at that time. Mr. Lundin has also served on the audit committee since July 2009. Mr. Lundin was interim president and chief executive officer of Euramax Holdings from November 2013 to February 2014. Mr. Lundin is currently an operations partner in Resilience Capital Partners, a private equity firm focused on investments in companies in special situations. He is also Chairman of North Coast Minerals (an industrial minerals and logistics platform company fund) for Resilience Capital. Previously, Mr. Lundin was president and chief executive officer of the Oglebay Norton Company, a miner, processor, transporter and marketer of industrial minerals and aggregates, from December 2002 until February 2008, and was employed by Oglebay Norton since 2000. Oglebay Norton filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code on February 23, 2004. Prior to joining Oglebay Norton, Mr. Lundin served as vice president and then president/partner of Michigan Limestone Operations, LP. Mr. Lundin earned a B.S. in Manufacturing Engineering and Product Development from the University of Wisconsin and an M.B.A. from Loyola Marymount University. Mr. Lundin is currently a director of Rand Logistics, Inc. and U.S. Concrete Inc. and, until 2013, was a director of Broder Bros., Co. and Avtron, Inc. He is also the chairman of the audit committee for Rand Logistics, Inc. Mr. Lundin brings to our board extensive corporate oversight and financial management expertise as well as strategic and financial transactional experience.

Timothy J. Bernlohr has been a director of Euramax Holdings since May 2014. Mr. Bernlohr is the founder and managing member of TJB Management Consulting, LLC, which specializes in providing project-specific consulting services to businesses in transformation, including restructurings, interim executive management and strategic planning services. Mr. Bernlohr founded the consultancy in 2005. Mr. Bernlohr is the former president and chief executive officer of RBX Industries, Inc., which was a nationally recognized leader in the design, manufacture, and marketing of rubber and plastic materials to the automotive, construction, and industrial markets. RBX was sold to multiple buyers in 2004 and 2005. Prior to joining RBX in 1997, Mr. Bernlohr spent 16 years in the International and Industry Products divisions of Armstrong World Industries, where he served in a variety of management positions. Mr. Bernlohr is the chairman of the board of directors of Champion Homes, Inc. and Contech Engineered Solutions. He also serves as lead director of Chemtura Corporation and as a director of Rock-Tenn Company, Atlas Air Worldwide Holdings, Inc., and Overseas Shipping Group. Mr. Bernlohr also serves as a director and is chairman of the compensation committees of Patriot Coal Company and Neenah Foundry, Inc. Within the last five years, he has served as a director of Smurfit Stone Container Corporation , Ambassadors International, Inc., WCI Steel, Aventine Renewable Energy, (Nasdaq-AVRW) and Cash Store Financial Services. Mr. Bernlohr is a graduate of The Pennsylvania State University. Mr. Bernlohr brings to our board extensive corporate oversight and compensation expertise as well as operational and strategic transactional experience.

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James G. Bradley has been a director of Euramax Holdings since April 2010. Mr. Bradley retired in 2006 as chairman and chief executive officer of Wheeling-Pittsburgh Steel, a producer of steel sheet products such as hot rolled, cold rolled, hot dipped galvanized, electro-galvanized, black plate and electrolytic tinplate. Mr. Bradley became chief executive officer of Wheeling-Pittsburgh in 1998, prior to which he was vice president of operations. Mr. Bradley retired from Wheeling-Pittsburg Steel in 2006. Mr. Bradley received a B.S. in civil engineering from Carnegie Institute of Technology. Mr. Bradley provides our board with significant executive experience in the steel manufacturing industry.

Jeffrey A. Brodsky has been a director of Euramax Holdings since July 2009. Mr. Brodsky is currently a Managing Director of Quest Turnaround Advisors, LLC ("Quest"), a crisis and turnaround management consulting firm founded by Mr. Brodsky in 2000. He is also leading Quest's role as Liquidation Manager of the ResCap Liquidating Trust, as Plan Administrator of Adelphia Communications Corporation, and as Trust Administrator on behalf of the Adelphia Recovery Trust. Mr. Brodsky served as Chairman, President and CEO of PTV, Inc. until its dissolution in October 2010. Mr. Brodsky also currently serves as lead director of Broadview Networks Holdings, Inc. and as a director of Horizon Lines, Inc. He serves on the audit committee of both companies. He is a certified public accountant. Previously, Mr. Brodsky served as non-executive chairman and director of AboveNet, Inc. and as a director of PTV, Inc., Motor Coach International, Inc., EBG Holdings, LLC, Titan Energy Partners, LP, TVMAX, Inc., Morris Material Handling, Inc., Comdisco Holdings, Inc. and Hawaiian Airlines, Inc. Mr. Brodsky's significant experience in the areas of accounting and finance and general business matters are important to the board's ability to review our financial statements, assess potential financings and strategies and otherwise supervise and evaluate our business decisions.

Trey B. Parker has been a director of Euramax Holdings since April 2012. Mr. Parker has been the Managing Director and Co-Head of Research at Highland Capital Management, L.P. since March 2011. Prior to his current role, Mr. Parker was a Portfolio Manager at Highland covering a number of the industrial verticals, as well as parts of tech, media and telecom; he also worked as a Senior Portfolio Analyst on the Distressed & Special Situations investment team. Prior to joining Highland in March 2007, Mr. Parker was a Senior Associate at Hunt Special Situations Group, L.P., a private equity group focused on distressed and special situation investing. Mr. Parker was responsible for sourcing, executing and monitoring control private equity investments across a variety of industries. Prior to joining Hunt in 2004, Mr. Parker was an analyst at BMO Merchant Banking, a private equity group affiliated with the Bank of Montreal. While at BMO, Mr. Parker completed a number of leveraged buyout and mezzanine investment transactions. Prior to joining BMO, Mr. Parker worked in sales and trading for First Union Securities and Morgan Stanley. Mr. Parker received an MBA with concentrations in Finance, Strategy and Entrepreneurship from the University of Chicago Booth School of Business and a B.A. in Economics and Business from the Virginia Military Institute. Mr. Parker provides our board with experience and knowledge in financial analysis and finance.

Jake Tomlin has been a director of Euramax Holdings since April 2014. Mr. Tomlin has been a Managing Director at Highland Capital Management, L.P. since 2006. Prior to his current role at Highland, Mr. Tomlin served as a Director and Senior Portfolio Analyst covering Paper & Packaging, Building Materials and Environmental Services on Highland’s Distressed & Special Situations investment team. Prior to joining Highland, Mr. Tomlin worked as a Senior Consultant for PricewaterhouseCoopers. He received an MBA degree with distinction from the Kenan-Flagler Business School at the University of North Carolina and graduated with high honors from the Georgia Institute of Technology with a B.S. in Industrial Engineering. Mr. Tomlin provides our board with experience and knowledge in financial analysis and finance.

Board of Directors

The board of directors of the Company currently consists of six members. The seventh position, which is reserved for the president and chief executive officer, is currently vacant. The board of directors of Euramax Holdings has determined that a majority of its directors are independent under the applicable rules of the SEC and the NYSE. Specifically, the board of directors has determined that Messrs. Brodsky, Lundin, Bernlohr, and Bradley are independent. Each of the directors was elected to the board of directors in accordance with the stockholders' agreement between the Company and its stockholders. Directors are elected annually to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified.

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Audit Committee. The audit committee of the board of directors of Euramax Holdings is currently comprised of Messrs. Brodsky, Lundin and Tomlin. Mr. Brodsky is the chairman of the audit committee. The board of directors of Euramax Holdings has determined that each of the members of the committee is "financially literate" and that Mr. Brodsky qualifies as an "audit committee financial expert" within the meaning of the regulations adopted by the SEC. The audit committee has direct responsibility for the appointment, evaluation, retention, compensation and oversight of the work of our independent registered public accounting firm; the review of accounting principles of our Company; coordination of the board's oversight of our internal control over financial reporting; the review of policies governing related party transactions and approval of related party transactions; and the review of risk management policies and other compliance matters.

Compensation Committee. The compensation committee of Euramax Holdings is currently comprised of Messrs. Bernlohr, Bradley and Parker. Mr. Bernlohr is the chairman of the compensation committee. The board of directors of Euramax Holdings has affirmatively determined that the directors on the committee meet the definition of "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and the definition of "non-employee director" for purposes of Section 16 of the Exchange Act. The principal responsibilities of the compensation committee are to establish policies and periodically determine matters involving executive compensation, review policies relating to the compensation and benefits of our employees, recommend changes in employee benefit programs and to administer equity-based incentive or compensation plans. See "Executive Compensation-Compensation Discussion and Analysis."

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee is an officer or employee of Euramax Holdings or any of its subsidiaries. None of the executive officers of Euramax Holdings serves, or has served during the past fiscal year, as a member of the board of directors or compensation committee of any other Company that has one or more executive officers serving as a member of the board of directors of Euramax Holdings.

Code of Ethics

The Company has adopted a code of ethics that applies to its directors, officers (including its chief executive officer and chief financial officer) and employees. A copy of the code of ethics was filed as an exhibit to our Form 10-K for the fiscal year ended December 31, 2011 and is incorporated by reference into this report. A copy of the Company’s Code of Ethics is available on its website at www.euramax.com.


Item 11.	EXECUTIVE COMPENSATION

This section discusses the compensation of our current and former principal executive officers and principal financial officers during 2014. These executive officers are referred to in the Compensation Discussion and Analysis (the "CD&A") and the tables that follow as our "NEOs." Our NEOs with respect to fiscal year 2014 are Hugh Sawyer, Mary S. Cullin, R. Scott Vansant, Scott Anderson, Shyam K. Reddy, and Jan Timmerman. Mr. Sawyer, although an NEO, is not an employee of the Company. He is an employee of Huron Consulting Group Inc. (“Huron”) and is serving as the interim president under a consulting agreement between Huron and the Company entered into on February 22, 2014 (the "Huron Consulting Agreement"). Mr. Anderson’s employment with the Company terminated on May 2, 2014. Mr. Reddy resigned from the Company, effective March 20, 2015.

The CD&A is a discussion focusing on the policies, decisions and considerations with respect to the compensation of our NEOs during the 2014 fiscal year. Although the CD&A focuses on information relevant to NEO compensation during 2014, it also contains forward-looking statements that are based on current plans, considerations and expectations. However, determinations regarding the compensation of the NEOs that we adopt in the future may differ materially from currently planned programs summarized in the CD&A.

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Compensation Discussion and Analysis

Executive Compensation Philosophy and Objectives

Our compensation philosophy is to provide a total compensation package that not only attracts and retains high caliber executive officers, but is also designed to align the goals of our executive officers with our corporate objectives and our stockholders' interests. The key elements of our executive compensation program, which are discussed in more detail below, are designed with this philosophy in mind. We intend to continue our existing practice of providing a competitive total compensation package that aims to share our success with our NEOs when stated objectives are met. The compensation committee of our board of directors is responsible for establishing, implementing and monitoring adherence with this compensation philosophy. Although this philosophy applies to the Company’s president and chief executive officer, it does not apply to Mr. Sawyer, our interim president, because he is a consultant employed by Huron who is providing services to the Company in an interim officer capacity as opposed to an employee employed by the Company. We are only paying consulting fees to Huron in exchange for Mr. Sawyer’s service as interim president. Accordingly, Mr. Sawyer is not eligible to receive cash compensation, annual bonuses, long-term incentives, or equity in the Company. The summary herein applies to the other NEOs and the president and chief executive officer position.

The key objectives of our executive compensation program are (1) to attract, motivate, reward and retain high caliber executive officers with the skills necessary to successfully lead and manage our business, (2) to achieve accountability for the performance of our executive officers by linking annual cash incentive compensation to the achievement of measurable performance objectives and (3) to align the interests of the executive officers and our stockholders through short-term and long-term incentive compensation programs. For our NEOs, short-term and long-term incentives are designed to accomplish these objectives by providing a significant financial correlation between the Company's financial results and their total compensation.

A significant portion of the compensation of our NEOs consists of cash and equity-based compensation that is contingent upon the achievement of financial performance metrics that are designed to incentivize performance that creates shareholder value. Providing a significant amount of NEO compensation in this form serves to align the interest of our executive officers with the interests of our stockholders because the amount of cash compensation ultimately received by the NEOs varies depending on our achievement of pre-determined financial objectives and the value of such equity-based compensation is derived from our equity value, which is likely to fluctuate based on our financial performance.

Our compensation philosophy is based on the following core principles:

Total compensation should be related to company performance

We believe that a significant portion of our executive officers' total compensation should be linked to achieving specified financial and business objectives that create stockholder value and provide incentives to our executive officers to work as a team. Individuals in senior leadership roles are compensated based upon evaluations of Company performance and individual performance. Company performance is evaluated primarily based on the degree to which specified financial objectives are met. Individual performance is evaluated based upon several individualized leadership factors, including:


•	attaining specific financial objectives within the executive officer's area of responsibility;


•	building and developing individual skills and a strong leadership team; and


•	developing an effective infrastructure to support business growth and profitability.

Total compensation should be competitive

We believe that our total compensation packages should be competitive so that we can attract, retain, and motivate talented executive officers who will help us outperform our competitors. To that end, in addition to the compensation offered to all of our NEOs, three of our NEOs have additional post-employment compensation that consists of severance benefits beyond what is offered in the Company’s policies. Our President of North America also has additional non-qualified defined contribution benefits.

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Compensation should be equitable

We believe that it is important to apply generally consistent guidelines for executive officer compensation programs. We also believe that executive officers' total compensation should reward individual skills and performance achievements and encourage executives to achieve exceptional performance. In order to continue delivering equitable pay levels, we expect that the compensation committee will consider depth and scope of accountability, complexity of responsibility, qualifications and executive performance, both individually and collectively as a team. To ensure an equitable compensation program, we seek to reward our executive officers when we achieve financial and business goals and objectives and to generate stockholder returns by providing a significant portion of executive compensation in the form of "at-risk" performance-based compensation, as described earlier.

Setting Executive Compensation

The compensation committee consists of three members of the board of directors, Messrs. Bernlohr, Bradley and Parker. Our board of directors has determined that each member of our compensation committee was and remains an outside director for purposes of Section 162(m) of the Code, a nonemployee director for purposes of Rule 16b-3 under the Exchange Act and an independent director as that term is defined under the rules of the NYSE.

Our compensation committee oversees our executive compensation program. In addition, the compensation committee conducts a review of and determines the amount and form of compensation for the executive officers, including the NEOs, at least annually. During the course of that review, the committee considers our compensation philosophy and objectives, the impact of each NEO on the results and success of the Company and the performance of the particular NEO (based on information provided by the CEO for the NEOs other than himself). In addition, the compensation committee considers recommendations by the CEO regarding the compensation of NEOs other than himself. Our CEO provides recommendations to the compensation committee with respect to total compensation, salary adjustments, annual cash incentive bonus targets, and equity incentive awards for the NEOs other than himself. The CEO’s recommendations regarding compensation are determined based on his evaluations of the other NEOs' performance and any compensation reports and surveys produced by compensation consultants retained by the compensation committee during the relevant time. The compensation committee gives significant weight to the CEO’s recommendations when determining the compensation of our NEOs. The compensation committee, meeting in executive session, determines the compensation of the CEO, including his annual incentive targets. As part of its annual NEO compensation review, the compensation committee determines financial objectives and target annual bonus amounts for the NEOs pursuant to our short-term incentive compensation plan. When setting the financial objects for such plans, the compensation committee also considers input of our CFO.

The compensation committee has the authority to engage the services of an independent compensation consultant, but did not do so for purposes of benchmarking or establishing the CEO or other NEO compensation in 2013 or 2014. In 2012, management utilized the Economic Research Institute (ERI) to benchmark the NEOs salary and total cash compensation and to update the market analysis provided by compensation consultants in previous years. The compensation committee may engage a compensation consultant in the future, from time to time, as it determines necessary.

Consistent with our past practice, we expect that going forward, the compensation committee will review NEO compensation on an annual basis, at the time of a promotion or other change in level of responsibilities, as well as when competitive circumstances or business needs may require. After considering all of the relevant information referred to above, the compensation committee approves NEO compensation packages that are consistent with our compensation philosophy, which is designed to achieve our compensation objectives and be competitive in our industry.

Elements of Executive Compensation

As discussed throughout this CD&A, the compensation payable to our NEOs reflects our pay-for-performance philosophy, whereby a significant portion of both cash and equity compensation is contingent upon achievement of measurable financial objectives and enhanced equity value, as opposed to current cash compensation and perquisites, which are not directly linked to objective financial performance of the Company. This compensation mix is consistent with our philosophy that the role of executive officers is to enhance equity holder value over the long term. We have not adopted any formal or informal policies or guidelines for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among different forms of cash and non-cash compensation.

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The primary elements of the compensation program for our NEOs are: (1) base salary; (2) performance-based cash incentives; (3) equity-based incentives; (4) termination benefits; (5) retirement benefits; (6) health and welfare benefits; and (7) certain additional executive perquisites. Base salary, performance-based cash incentives and long-term equity-based incentives comprise the largest portion of our NEOs' compensation. The primary objectives that each element of NEO compensation is intended to serve are as follows:



Compensation Element		Primary Objective
Base Salary		To recognize ongoing performance of job responsibilities and as a necessary tool in attracting and retaining employees.
Performance-based cash compensation (bonuses)		To re-emphasize corporate and individual objectives and provide additional reward opportunities when key business and individual objectives are met.
Equity-based incentive compensation		To provide incentives and reward increases in stockholder value and to emphasize and reinforce our focus on team success and to assist with the attraction and retention of key employees
Termination benefits		To provide protection in the event of involuntary loss of employment and to keep the NEOs focused on stockholder interests when considering strategic alternatives.
Retirement benefits		To provide retirement savings and income in a tax efficient manner.
Health and welfare benefits		To provide a basic level of protection from health, dental, life and disability risks.

Our compensation committee works to ensure that total compensation for our NEOs is fair, reasonable and competitive. Typically, the compensation committee has sought to set each of these elements of compensation at the same time to enable the compensation committee to simultaneously consider all of the significant elements and their impact on total executive compensation and also to consider the allocation of compensation among certain of these elements and total compensation.

Weighting of Compensation Elements

We strive to achieve an appropriate mix between the various elements of our compensation program in order to meet our compensation objectives and philosophy. However, we do not apply any rigid formulas in setting the compensation of our NEOs, and do not use predefined ratios in determining the allocation of compensation among the various elements. Rather, we determine the mix of each executive's total compensation based on market conditions, geographic considerations, competitive market data and other factors.

Base Salary

We provide a base salary to our NEOs to compensate them for their services during the year and to provide them with a stable source of income. Our NEOs and all employees' base salaries depend on their qualifications, their position within the Company, the scope of their job responsibilities, the period during which they have been performing those responsibilities, their individual performance and the results achieved, unique skill sets or knowledge which would impact our ability to replace the individual and pay mix (base salary, annual cash incentives, equity incentives, perquisites and other executive benefits) and compensation practices in our markets.

The base salaries of our NEOs are established by our compensation committee. For NEOs other than the CEO, the compensation committee's determinations regarding base salary are based in large part on the recommendations of the CEO. In setting base salaries, the CEO and our compensation committee considered the factors described above.

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The annual base salaries in effect for each of our NEOs as of December 31, 2014 were as follows: Mr. Sawyer - $0; Ms. Cullin - $249,600; Mr. Vansant - $326,665; Mr. Reddy - $299,600; and Mr. Timmerman - $359,358. Ms. Cullin’s and Mr. Reddy’s end of year base salaries reflect the conversion of their respective car allowances into base salary. Mr. Timmerman's base salary includes an 8% holiday allowance as required under his employment agreement with the Company. Mr. Sawyer does not receive a base salary from the Company. Instead, the Company pays Huron professional consulting fees in exchange for Mr. Sawyer’s services as interim president. Pursuant to the Huron Consulting Agreement, the Company pays Huron for Mr. Sawyer’s services on an hourly basis based on the actual hours that he works at a rate of $750 per hour (which may be adjusted from time to time), subject to certain aggregate billing caps. The Huron Consulting Agreement provides that, during the initial ten-week period of the agreement, the hourly billing for all individuals providing services under the agreement is capped at $250,000 per month, with an aggregate cap during the ten-week period of $625,000. There is no cap on out-of-pocket direct expenses at any time or on hourly billing following the initial ten-week consulting period. Upon expiration of the initial ten-week period, the Board agreed, among other things, to continue engaging the services of Mr. Sawyer as interim president of the Company under the Huron Consulting Agreement, through extension and amendment of the February 22, 2014 engagement letter which stipulated a cost of $40,000 per week plus travel and other related business expenses, until Mr. Sawyer’s resignation or termination of his services under the Huron Consulting Agreement.

The NEOs' salaries are reviewed by the compensation committee annually, as well as at the time of a promotion or other change in level of responsibilities, or when competitive circumstances or business needs may require. Mr. Timmerman's salary was converted to U.S. dollars based on the average U.S. dollar to euro exchange rate for the year ended December 31, 2014, which was 1.3309.

Performance-Based Cash Incentives

From January 1, 2014 until August 2014, we maintained the Euramax International, Inc. Executive Incentive Plan (the "Bonus Plan"), which is an annual performance-based cash incentive bonus program in which eligible employees participate, for our NEOs. As further described below, our board of directors removed the NEOs from the Bonus Plan in August 2014 and placed them in a new Performance Incentive Plan (the “PIP”). The PIP then became the annual incentive program for the NEOs for 2014.

The Bonus Plan was created to attract and retain highly qualified executive talent and to motivate our NEOs to achieve our corporate objectives and it is designed to align the awards payable to participants with the achievement of our short-term corporate financial and operational goals. It is also designed to reward individual high performance. Under the Bonus Plan, corporate and individual performance objectives as well as target awards are established by the compensation committee (or the CEO if empowered by the compensation committee pursuant to the Bonus Plan) on an annual basis for each participant, including the NEOs. The Bonus Plan provides for payment of bonuses upon (i) the attainment of certain corporate financial and operational goals and (ii) the attainment of certain performance appraisal goals. Target bonuses under the Bonus Plan are expressed as a percentage of each NEO's annual base salary. Bonuses payable under the plan are paid as soon as practicable after completion of the Company’s audit and determination of the achievement of performance objectives by the compensation committee (or the CEO as delegated by the compensation committee).

On an annual basis and before January 31^st of the relevant year, the compensation committee, with input from our CEO and CFO, sets the corporate performance goals based on an analysis of: (1) historical performance and growth rates; (2) income, expense and margin expectations; (3) financial results of other comparable businesses; (4) economic conditions; and (5) progress toward achieving our strategic plan. The corporate goals approved each year are designed to require significant effort and operational success on the part of our NEOs and the Company. During the course of the performance period, the compensation committee may, based on the recommendations of our CEO (with respect to our other NEOs), adjust such goals as they deem appropriate. In addition, also on an annual basis, the compensation committee, with input from the CEO other than for himself, determines the applicable target awards for the NEOs.

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Target awards under the Bonus Plan are expressed as a percentage of base salary. The 2014 target awards for our NEOs were 35% of base salary for Ms. Cullin, 50% of base salary for Mr. Vansant, 35% of base salary for Mr. Anderson, 35% of base salary for Mr. Reddy, and 35% of base salary for Mr. Timmerman (exclusive of the aforementioned holiday pay). For fiscal year 2014, the threshold achievement level under the Bonus Plan for (i) each corporate goal was the achievement of 85% of the target goal and (ii) each individual goal was the achievement of a minimum individual performance rating of 3.25 on a 5.0 rating scale. Achievement of each corporate goal is calculated independently, and no payment shall be made with respect to any such goal unless 85% achievement of such goal is attained for the relevant year. However, no corporate award is paid to any participant if the Company fails to achieve a threshold of 85% of its EBITDA performance objective. Achievement of the individual goal is determined via the Company’s performance appraisal process, and no individual performance based award is paid to any participant if the Company fails to achieve a threshold of 75% of its EBITDA performance objective. The compensation committee of the board of directors may, at its discretion, approve payments on a discretionary basis based on the achievement of some, but not all of the goals.

Upon achievement of 85% of a corporate goal, 40% of the NEOs' target bonus allocable to that particular goal would be payable. For each 1% of achievement above 85% achievement, bonuses payable would be increased by an additional 4% up to achievement of 100% of the corporate goals (at which level, target bonus would be paid). Each 1% of achievement above target would result in a 3.3% increase in the bonus payable up to achievement of 130% of the corporate goals (at which level, 200% of target bonus would be paid). Each 1% of achievement above 130% of the corporate goals would result in a 1% increase in the bonus payable. Beginning with fiscal year 2010, there have been no maximum awards under the Bonus Plan. The compensation committee decided to remove maximum award amounts because it believes that the Company benefits by providing the executive officers with an unlimited award potential based on achieving the best possible performance results for the Company. Accordingly, the only constraint on the corporate amount payouts under the Bonus Plan is the increased difficulty to achieve incremental results above the financial objectives established to be eligible for a target payout. In making this decision, the compensation committee considered the historical achievements of the Company, the payouts received by the NEOs, and the challenging nature of achieving incremental results above the target levels that already exist in the plan which will act as a limitation and provide reasonable payouts based on achievement of extraordinary results.

The corporate goals under the Bonus Plan for fiscal year 2014 were (1) operating income of the Company on a consolidated basis, determined in accordance with GAAP, before deducting interest, taxes, depreciation and amortization (“EBITDA”) and (2) reduction in working capital. The 2014 fiscal year corporate target goals under the Bonus Plan were as follows: achievement of $66,500,000 consolidated EBITDA and the achievement of 49.3 days of working capital. For each of the NEOs, 85% of the NEO's target award under the Bonus Plan was based on the consolidated EBITDA of the Company and 15% was based on achievement of working capital reduction goals.

The individual goals under the Bonus Plan for fiscal year 2014 were the following performance appraisal scores (on a scale of 1-5): 3.25 - 3.49 resulted in 85% of goal; 3.50 - 3.74 resulted in 90% of goal; 3.75 - 3.99 resulted in 95% of goal; and 4.00+ resulted in 100% of goal.

We believe that EBITDA and performance appraisal scores are appropriate measures of the Company's and our NEOs' success because they emphasize operating cash flow (which is important for meeting our debt service obligations), revenue performance, and improvements in our operating efficiency over the relevant period in which NEOs can have a significant impact, while also ensuring continued commitment and dedication to performance on the part of the NEOs during the entire year. The Bonus Plan also provides that in the event of a change in control of the Company, participants in the plan are entitled to receive a pro-rata portion of their full target awards for the performance year during which the change in control of the Company occurs, assuming 100% achievement of the performance objectives.

In August 2014, the board of directors removed the NEOs from the Bonus Plan, in which the NEOs and other key employees of the Company ordinarily participate, and placed them in a new Performance Incentive Plan (the “PIP”), in order to focus the key officers of the Company (i) on the achievement of certain 2014 consolidated adjusted EBITDA targets for the second half of fiscal year 2014 and (ii) to position the Company for a successful refinancing event in 2015.

Mr. Sawyer was not eligible to participate in the PIP.

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Target awards under the PIP were expressed as a percentage of base salary, which were subject to adjustment or proration per contractual arrangements, hire dates, and other reasons. Each NEO had the potential to earn an award for corporate financial performance from July 1, 2014 through December 31, 2014 (the “Measurement Period”), payable after the 2014 audit and no later than May 1, 2015, and an award for the successful completion of a refinancing transaction in 2015, payable upon consummation of a qualifying refinancing transaction in 2015.

The 2014 target awards associated with 2014 corporate financial performance for our NEOs were 35% of base salary for Ms. Cullin, 35% of base salary for Mr. Vansant, 35% of base salary for Mr. Reddy, and 35% of base salary for Mr. Timmerman, in each case, subject to any required contractual adjustments related to bonus calculation. For fiscal year 2014, the target level under the PIP was the achievement of $33,465,000 in adjusted consolidated EBITDA for the period beginning on July 1, 2014 and ending on December 31, 2014. Awards would increase in increments of .5% of base salary up to a maximum of 60% of base salary for achievement of adjusted consolidated EBITDA between $33,465,000 and $42,470,000 for the Measurement Period. The eligible NEOs could earn 60% of base salary for achievement of adjusted consolidated EBITDA of $42,470,000 for the Measurement Period. When combined with $25,451,000, which was the actual adjusted consolidated EBITDA achieved for the period beginning on January 1, 2014 and ending on June 27, 2014, the NEOs were provided an opportunity to begin earning an award at 88.6% of the adjusted consolidated EBITDA target approved by the board of directors for fiscal year 2014.

In fiscal year 2014, the Company did not achieve its threshold corporate financial performance objective during the Measurement Period. Accordingly, the NEOs did not earn an award under the PIP or any other bonus program for fiscal year 2014.

Although adjusted consolidated EBITDA was used as the financial measure for fiscal year 2014, in the future the compensation committee may use other objective financial performance indicators for the bonus program for NEOs including, without limitation, the price of our common stock, shareholder return, return on equity, return on investment, return on capital, sales productivity, economic profit, economic value added, net income, operating income, gross margin, sales, free cash flow, working capital, earnings per share, operating Company contribution, EBITDA (or any derivative thereof) or market share.

For example, on January 22, 2015, our board of directors approved an employee retention compensation program (the “Retention Program”) for certain key employees of the Company, including the NEOs (other than the interim president). The Retention Program is intended to incentivize the eligible employees to remain employed with the Company through April 1, 2015 (the “First Bonus Date”) and also until the earlier of either September 15, 2015 or the completion of the Company’s plans to address the Company’s pending debt maturities (the “Second Bonus Date”).

Pursuant to the Retention Program, the NEOs are eligible to receive (i) a cash retention award on the First Bonus Date equal to approximately 35% of the participant’s annual compensation as of January 22, 2015 (subject to certain pro-rations and adjustments) as long as they remain employed with the Company on the First Bonus Date, and (ii) a second cash retention award equal to 50% of the participants’ annual base compensation as of September 30, 2015 on the Second Bonus Date if they remain employed with the Company on the Second Bonus Date. The second cash retention award replaces the PIP in its entirety.

Equity Incentives

In September 2009, our board of directors adopted an equity compensation program, the Euramax Holdings, Inc. 2009 Executive Incentive Plan (the “Equity Plan”), for the purposes of attracting and retaining valued employees. Our long-term equity incentive awards are generally intended to accomplish the following main objectives: create a direct correlation between our financial and equity value performance and compensation paid to the NEOs; function as a long-term retention tool for the NEOs and all executives; create a corporate culture that aligns employee interests with stockholder interests; attract and motivate key employees; reward participants for performance in relation to the creation of stockholder value; and deliver competitive levels of compensation consistent with our compensation philosophy.

The Equity Plan is administered by the compensation committee, which has authority to act in selecting the eligible employees, officers, directors and consultants to whom equity-based awards may be granted under the Equity Plan. The compensation committee also determines the times at which awards may be granted, the amount and type of award that may be granted, the terms and conditions of awards that are granted and the terms of agreements that are entered into with award recipients. To date, the only types of equity-based awards that have been granted under the Equity Plan are restricted stock and restricted stock units.

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The Company does not have a formal policy regarding the timing of making grants of equity-based awards. Other than grants made in connection with a prior restructuring and refinancing at the Company, equity awards have generally been granted to new hires or promotions to officers of the Company. The size of awards granted under the Equity Plan to new hires are determined by the compensation committee and are determined principally based on the total amount authorized under the Equity Plan, the historical range of equity grants provided to executives under expired plans with consideration given to the nature of the job and the individual's experience, as well as the current market conditions relating to equity ownership of officers in similar positions at similarly situated companies.

The shares of restricted stock held by our NEOs vest in four equal installments on the first, second, third and fourth anniversaries of the date of grant. In addition, any unvested shares of restricted stock become fully vested in the event of a change in control of the Company (as defined in the Equity Plan) or a termination of any of the NEOs' employment by reason of their death or disability. In addition, upon a change in control of the Company, any shares that remain available for issuance under the Equity Plan will be issued to employees who are prior grantees, including the NEOs, on a pro-rata basis at or immediately prior to such change in control. In the alternative, the Company may issue to each such prior grantee, a cash payment equal to the fair market value of the portion of the available shares allocable to such grantee.

Retirement Plan Benefits

Our NEOs, with the exception of Mr. Timmerman and Mr. Sawyer, participate in the Company's U.S. qualified 401(k) retirement plan that is made available to employees generally. Pursuant to the plan, participants were eligible to receive partial employer matching contributions through September 30, 2014, at which point the Company suspended the employer matching program until further notice. In addition, Mr. Vansant, President of North America, participates in a non-qualified supplemental executive retirement plan, the Euramax Holdings, Inc. Amended and Restated Supplemental Executive Retirement Plan, which is described in more detail following the Pension Benefits table.

Mr. Timmerman participates in the Euramax Coated Products B.V. Swiss Life Pension Plan.

Termination Benefits

Employment Agreements

The Company entered into a Consulting Services Agreement with Huron on February 22, 2014, pursuant to which the Company retained the services of Mr. Sawyer as interim president, effective as of February 18, 2014. The consulting agreement generally sets forth the terms pertaining to fees, caps, expense reimbursement, and notice of termination, and indemnification.

The Company entered into an amended and restated employment agreement with Mr. Vansant in June 2009 and, in February 2014, entered into an employment agreement with Ms. Cullin. The employment agreements generally provide for base salary, an annual target bonus, participation in certain benefit plans and termination payments and benefits. The Company entered into a new employment agreement with Mr. Timmerman in September 2014 that is substantially similar to his prior agreement with the Company to reflect Mr. Timmerman’s management responsibilities over all of the European-based businesses. His new employment agreement provides for base salary (inclusive of a holiday allowance), as well as Mr. Timmerman’s participation in our performance-based cash incentive bonus program, our comprehensive group health insurance plan and other collective welfare and insurance plans. Mr. Timmerman’s employment agreement also provides for termination payments and benefits as well as post-termination restrictive covenants.

Additional detail with respect to the employment agreements is provided below in the narrative following the “Grants of Plan Based Awards” table and in the section titled “Potential Payments Upon Termination of Employment and a Change in Control.”

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Severance Plan

Mr. Reddy is eligible to receive termination benefits under the Euramax International Severance Pay Plan (the "Severance Pay Plan"). Under the terms of the Severance Pay Plan applicable to any NEO not otherwise party to an employment agreement, upon certain terminations of employment, participants shall be paid 16 weeks of base salary plus an additional one week of base salary for each year of service up to a maximum total payment of 26 weeks of base salary, to be paid in a lump sum following the date that the release of claims described below becomes irrevocable by its terms. The termination payments and benefits and conditions of receipt of such payments and benefits are described below in the section titled “Potential Payments Upon Termination of Employment and a Change in Control”. Mr. Reddy resigned from the Company, effective March 20, 2015.

Additional Benefits and Perquisites

We provide our NEOs with certain personal benefits and perquisites that the compensation committee believes are reasonable and essential to our ability to remain competitive in the general marketplace in attracting and retaining executive talent. Such benefits include car allowances or leased car benefits, Company-paid life and disability insurance premiums, medical benefits and relocation benefits. The personal benefits and perquisites provided to our NEOs in 2014 are described below in a footnote to the All Other Compensation column of the Summary Compensation Table. The compensation committee, in its discretion, may change the personal benefits and perquisites provided to the NEOs.

Accounting and Tax Considerations

In determining which elements of compensation are to be paid, and how they are weighted, we also take into account whether a particular form of compensation will be deductible under Section 162(m) of the Code. Section 162(m) generally limits the deductibility of compensation paid to our NEOs to $1 million during any fiscal year unless such compensation is “performance-based” under Section 162(m). Our compensation program is intended to maximize the deductibility of the compensation paid to our NEOs to the extent that we determine it is in our best interests.

Many other Code provisions, SEC regulations and accounting rules affect the payment of executive compensation and are generally taken into consideration as programs are developed. Our goal is to create and maintain plans that are efficient, effective and in full compliance with these requirements.

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Summary Compensation Table

The following table shows the compensation earned by our NEOs during the fiscal years ended December 31, 2014, December 31, 2013 and December 31, 2012.



Name and Principal Position	Year	Salary ($)	Bonus ($)(7)	Stock Awards ($) (8)	Non-Equity Incentive Plan Compensation ($)(9)	Change in Pension Value ($)(10)	All Other Compen-sation ($)(11)	Total ($)
Michael D. Lundin (1)	2014	25,000	—	—	—	—	—	25,000
President and CEO
Hugh Sawyer (2)	2014	—	—	—	—	—	—	—
President
Mary S. Cullin	2014	243,692	—	—	—	—	16,306	259,998
Senior Vice President, CFO, and Treasurer	2013	203,538	—	118,500	—	—	15,375	337,413
R. Scott Vansant (3)	2014	326,665	—	—	—	45,294	29,000	400,959
Senior Vice President, Euramax North America (former CFO)	2013	324,930	—	—	—	—	29,053	353,983
Senior Vice President, Euramax North America (former CFO)	2012	320,250	25,000	—	—	48,365	31,074	424,689
Shyam K. Reddy (4)	2014	293,692	—	—	—	—	21,196	314,888
Senior Vice President, General Counsel and Corporate Secretary	2013	223,077	8,150	474,000	—	—	21,961	727,188
Jan Timmerman (5)	2014	359,358	52,236	—	—	—	94,910	506,504
Senior Vice President Europe and Managing Director Europe	2013	330,466	53,120	—	—	—	100,059	483,645
Senior Vice President Europe and Managing Director Europe	2012	298,470	26,560	313,600	—	—	100,441	739,071
Scott Anderson (6)	2014	105,038	—	—	—	—	7,846	112,884
Senior Vice President - Operations	2013	285,219	—	—	—	—	29,569	314,788
Senior Vice President - Operations	2012	279,100	25,000	57,700	—	—	19,345	381,145

_______________________________________

(1)

Mr. Lundin served as interim president and chief executive officer from November 8, 2013 through February 17, 2014. At the request of the board of directors, the Company made a $25,000 discretionary payment to Mr. Lundin, chairman of the board of directors, for serving as interim president and CEO. Mr. Lundin received $100,000 in director’s fees in 2014. These are disclosed in the table under the heading “Compensation of Directors.”

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(2)

Mr. Sawyer, managing director at Huron, was named interim president of the Company on February 22, 2014, effective as of February 18, 2014, under that certain consulting services agreement between the Company and Huron dated as of February 22, 2014. The Company was obligated to pay Huron for Mr. Sawyer’s services on an hourly basis based on the actual hours that he worked at a rate of $750 per hour (which may be adjusted from time to time), subject to the caps for aggregate billing. The Company is also obligated to reimburse Huron for out-of-pocket direct expenses actually incurred by Mr. Sawyer; subject to the Company’s travel and business expense policy. During the initial ten-week period of the Agreement, the hourly billing for all individuals providing services under the Agreement was capped at $250,000 per month, with an aggregate cap during the ten-week period of $625,000. There was no cap on out-of-pocket direct expenses at any time or on hourly billing following the initial ten-week consulting period. While providing services pursuant to the Agreement, Mr. Sawyer was entitled to the same paid time off as he would receive if he were an employee of the Company, subject to certain limitations. Upon expiration of the initial ten-week period, our board of directors agreed, among other things, to continue engaging the services of Mr. Sawyer as interim president of the Company through extension and amendment of the February 22, 2014 engagement letter, which stipulated a rate of $40,000 per week plus out-of-pocket direct expenses actually incurred, until Mr. Sawyer’s resignation or termination of his services under the Huron Consulting Agreement.


(3)	Mr. Vansant was named senior vice president, president of Euramax North America on April 28, 2014. Prior to that, he served as the senior vice president for sales and marketing of Euramax North America.


(4)	Mr. Reddy was named senior vice president, chief administrative officer, general counsel and corporate secretary of the Company on April 28, 2014. Prior to that, he served as senior vice president, general counsel and corporate secretary of the Company. Mr. Reddy resigned from the Company, effective March 20, 2015.


(5)	Mr. Timmerman was named senior vice president, president, managing director international on April 28, 2014. Prior to that, he served as senior vice president, managing director Europe. All compensation amounts for Mr. Timmerman have been converted to U.S. dollars at the average exchange rate for the fiscal year ended December 31, 2014, which was 1.3309.


(6)	Mr. Anderson resigned from the Company, effective May 2, 2014.


(7)	The compensation committee provided discretionary bonuses for certain NEOs for reasons other than meeting the threshold corporate performance objectives under the Bonus Plan for fiscal years 2012 and 2013.


(8)	Reflects the grant date fair value of the restricted stock awards granted to the NEOs, calculated pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). Assumptions used in the calculation of these amounts are included in Note 8 to our 2014 audited financial statements.


(9)	Reflects any amounts earned under the PIP with respect to the 2014 fiscal year and the Bonus Plan for the 2013 and 2012 fiscal years. No amounts were earned by the NEOs because the threshold corporate performance objectives for such years were not achieved.


(10)	Reflects the aggregate change in the actuarial present value of the accumulated benefits of Mr. Vansant during fiscal years 2014, 2013, and 2012 under the Euramax Holdings, Inc. Amended and Restated Supplemental Executive Retirement Plan.

(11)The amounts reflected in this column for fiscal year 2014 include the following:



Name	Payments Upon Termination of Employment	Health Benefits ($)(a)	Executive Life Insurance ($)(b)	Car and Cell Phone Allowance ($)	Company Contribution to Defined Contribution Plan ($) (c)
Michael D. Lundin	—	—	—	—	—
Hugh Sawyer	—	—	—	10,774	—
Mary S. Cullin	—	5,981	747	8,593	2,647
R. Scott Vansant	—	8,268	986	12,606	3,580
Scott Anderson	—	4,712	67	3,124	1,575
Shyam Reddy	—	11,212	896	8,798	3,195
Jan Timmerman (d)	—	—	—	36,000	58,910

_______________________________________


(a)	The following items are included in this amount: actual Company cost per employee for the employee medical, dental and vision plans. The Company makes contributions for health benefits on behalf of Mr. Timmerman as required by the Dutch Health Care Insurance Act for all employees in the Netherlands. No other health care premiums are paid by the Company on behalf of Mr. Timmerman.


(b)	Amounts represent the annual premiums paid by the Company for executive life and long term disability insurance of our NEOs.

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(c)	Mr. Sawyer received the use of a Company vehicle in lieu of being reimbursed for the use of a rental car under the Company’s consulting agreement with Huron.

(d)

Mr. Timmerman is a participant in the Euramax Coated Products Swiss Life Pension Plan, which is a group, not an individual plan. The Plan is administered and fully insured by Zwitserleven, a Dutch insurance Company. All premiums are fully paid by the Company directly to Zwitserleven based on a set rate table that considers factors such as number and age of participants and compensation levels. Euramax has no obligation other than the premium contributions which are made to the Plan. Zwitserleven bears the risk that life expectancy increases and Zwitserleven is fully responsible for investment results related to the Plan. Euramax does not participate in any benefit or loss from the investment results. All other NEOs, except for Mr. Sawyer and Mr. Lundin, are eligible participants in the U.S. 401(k) plan. Amounts shown represent Company contributions to those plans from January 1, 2014 through September 30, 2014. The Company suspended all Company contributions after September 30, 2014 until further notice.

Grants of Plan-Based Awards



	Estimated Future Payouts Under Non-Equity Plan Awards (1)			All Other Stock Awards: Number of Shares of Stock (#) (3)	Grant Date Fair Value of Stock Awards ($)
Name	Threshold ($)(2)	Target ($)	Grant Date	All Other Stock Awards: Number of Shares of Stock (#) (3)	Grant Date Fair Value of Stock Awards ($)
Michael D. Lundin	—	—	—	—	—
Hugh Sawyer	—	—	—	—	—
Mary S. Cullin	87,362	149,764	—	—	—
R. Scott Vansant	114,329	195,993	—	—	—
Shyam Reddy (5)	104,860	179,760	—	—	—
Jan Timmerman (4)	103,254	177,008	—	—	—

_______________________________________

(1)

Includes annual bonus opportunities for 2014. The threshold payout under the PIP was 35% of base compensation and the target payout under the PIP was 60% of base compensation, in each case, subject to certain adjustments and based on the achievement of certain adjusted consolidated EBITDA performance targets during the period beginning on July 1, 2014 and ending on December 31, 2014 (the “Measurement Period”).

(2)

The threshold and target corporate financial performance goals for the Measurement Period under the PIP were $33,465,000 and $42,470,000 adjusted consolidated EBITDA, respectively. We believe that adjusted consolidated EBITDA is an appropriate measure of the Company's and our NEOs' success because it emphasizes operating cash flow (which is important for meeting our debt service obligations), revenue performance, and improvements in our operating efficiency over the relevant period in which NEOs can have a significant impact, especially in light of our impending debt maturities.


(3)	No shares of restricted stock were granted during 2014.


(4)	Amounts were translated to U.S. dollars using the average exchange rate for 2014, which was 1.3309.


(5)	Mr. Reddy resigned from the Company, effective March 20, 2015.

Employment Agreements

On June 12, 2009, we entered into an amended and restated employment agreement with Mr. Vansant, our senior vice president, Euramax North America, and former senior vice president, chief financial officer and treasurer. This employment agreement provided for a two-year initial term (commencing June 12, 2009 for Mr. Vansant), with day-to-day extensions of the term thereafter unless and until the Company or the executive provides at least 60 days' notice of non-renewal. The employment agreement provides for an initial annual base salary, which was $305,000. In addition, the employment agreement provides that Mr. Vansant is eligible to participate in our performance-based cash incentive bonus program, with a target annual bonus equal to 50% of his base salary. Mr. Vansant is also eligible to participate in benefit plans in which our other senior executives participate. In addition, his employment agreement provides for certain payments and benefits in the event of a termination of his employment under specific circumstances. Such termination payments and benefits and conditions to receipt of such payments and benefits are described below in the section titled “Potential Payments Upon Termination of Employment and a Change in Control.”

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On July 1, 2014, we entered into an employment agreement with Mr. Timmerman, our senior vice president, president, managing director international, which replaced the employment agreement we entered into with him on September 21, 2010 (but effective on October 1, 2010). The employment agreement is entered into for an indefinite period of time and will terminate in any event by operation of law, without notice being required, on the last day of the month in which Mr. Timmerman reaches the age of 65, or the day on which he reaches the retirement age in accordance with the applicable pension scheme, whichever date occurs first. The employment agreement provides for an annual base salary of EUR 270,012, which includes a holiday allowance equal to 8% of the gross annual salary. In addition, the employment agreement provides that Mr. Timmerman is eligible to participate in our performance-based cash incentive bonus program, with a target annual bonus equal to 35% of his gross annual salary net of his holiday allowance. Mr. Timmerman is also eligible to participate in the comprehensive group health insurance plans and other collective welfare and insurance plans. If Mr. Timmerman is prevented from providing services as a result of illness, he will be entitled, unless provided otherwise in the Dutch Civil Code and as long as this employment agreement remains in effect, to 100% of his annual salary for a period of one year. If he remains ill and prevented from providing services for more than one year, he will be entitled, unless provided otherwise in the Dutch Civil Code and as long as the employment agreement remains in effect, to 70% of his annual salary for an additional period of one year. In addition, his employment agreement provides for certain payments in the event of a termination of his employment under specific circumstances. Such termination payments and conditions to receipt of such payments and benefits are described below in the section titled “Potential Payments Upon Termination of Employment and a Change in Control.”

On February 3, 2014, we entered into an employment agreement with Ms. Cullin, our senior vice president, chief financial officer and treasurer. The employment agreement provides for an annual base salary, which is $240,000. In addition, the employment agreement provides that Ms. Cullin is eligible to participate in our performance-based cash incentive bonus program, with a target annual bonus equal to 35% of her base salary. Ms. Cullin is also eligible to participate in benefit plans in which our other senior executives participate. In addition, her employment agreement provides for certain payments and benefits in the event of a termination of her employment under specific circumstances. Such termination payments and benefits and conditions to receipt of such payments and benefits are described below in the section titled “Potential Payments Upon Termination of Employment and a Change in Control.”

On February 22, 2014, we entered into a consulting agreement (the “Huron Consulting Agreement”) with Huron Consulting Services LLC (“Huron”), pursuant to which Huron made Mr. Sawyer available to serve as our interim president. The Huron Consulting Agreement requires us to pay Huron for Mr. Sawyer’s services on an hourly basis based on the actual hours that he works at a rate of $750 per hour (which may be adjusted from time to time), subject to the caps for aggregate billing. We are also responsible for reimbursing Huron for typical and reasonable out-of-pocket direct expenses actually incurred by Mr. Sawyer (and other personnel made available by Huron pursuant to the Huron Consulting Agreement), subject to our travel and business expense policy. During the initial ten-week period of the Huron Consulting Agreement, the hourly billing for all individuals providing services under the agreement is capped at $250,000 per month, with an aggregate cap during the ten-week period of $625,000. There is no cap on out-of-pocket direct expenses at any time or on hourly billing following the initial ten-week consulting period. While providing services pursuant to the Huron Consulting Agreement, Mr. Sawyer is entitled to the same paid time off as he would receive if he were an employee of the Company, subject to certain limitations. Upon expiration of the initial ten-week period, our board of directors agreed, among other things, to continue engaging the services of Mr. Sawyer as interim president of the Company under the Huron Consulting Agreement, without any change to Mr. Sawyer’s hourly billing rate, until Mr. Sawyer’s resignation or termination of his services under the agreement. Our board of directors may terminate the Huron Consulting Agreement at any time without notice or penalty subject to the payment of any earned, but unpaid, fees or incurred expenses and Huron may terminate the agreement for any reason on 30 days’ prior written notice.

Mr. Vansant, Ms. Cullin, and Mr. Timmerman are the only NEOs who are party to employment agreements with the Company. Mr. Sawyer is the only NEO who is either directly or indirectly party to a consulting agreement with the Company.

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Outstanding Equity Awards at Fiscal Year-End

The table below sets forth certain information regarding the outstanding equity awards held by our NEOs as of December 31, 2014.



		Restricted Stock Awards and Restricted Stock Units
Name	Year Granted	Number of Shares of Stock that Have Not Vested (#)(1)	Market Value of Shares of Stock that Have Not Vested ($)(2)
Michael D. Lundin	2014	—	—
Hugh Sawyer	2014	—	—
Mary S. Cullin	2013	225	90,900
	2012	50	20,200
R. Scott Vansant	2011	25	10,100
Shyam Reddy (3)	2013	750	303,000
Jan Timmerman	2012	200	80,800
	2011	25	10,100

_______________________________________

(1)

The above reflects outstanding restricted stock awards and restricted stock units that have not vested as of December 31, 2014. All shares of restricted stock awards and units held by our NEOs vest in four equal installments on the first, second, third and fourth year anniversaries of the date of grant. In addition, any unvested shares of restricted stock awards and restricted stock units become fully vested in the event of a change in control of the Company (as defined in the Equity Plan) or a termination of any of the NEOs' employment by reason of their death or disability.


(2)	The market value of restricted stock awards and units held by our NEOs has been calculated by multiplying the number of shares of restricted stock held by each NEO as of December 31, 2014 by the fair market value of a share of Company common stock as of such date, which was determined internally by the Company.


(3)	Mr. Reddy resigned from the Company, effective March 20, 2015.

Stock Vested During Fiscal Year 2014

The table below sets forth certain information regarding restricted stock held by our NEOs that vested during fiscal year 2014.



Name	Number of Shares of Stock That Became Vested (#)	Value Realized on Vesting ($)(1)
Hugh Sawyer	—	—
Mary Cullin	100	40,175
R. Scott Vansant	25	9,875
Shyam Reddy (2)	250	98,750
Jan Timmerman	250	100,000


(1)	The value realized upon the vesting of shares of restricted stock awards and units held by our NEOs has been calculated by multiplying the number of shares of restricted stock that became vested by the fair market value of a share of Company common stock on the vesting date, which was determined internally by the Company.


(2)	Mr. Reddy resigned from the Company, effective March 20, 2015.

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Pension Benefits



Name	Plan Name	Number of Years of Credited Service (#)	Present Value of Accumulated Benefit ($)(1)	Payments During Last Fiscal Year ($)
Hugh Sawyer	—	—	—	—
Mary Cullin	—	—	—	—
R. Scott Vansant	Euramax Holdings, Inc. Amended and Restated Supplemental Executive Retirement Plan	24	276,614	—
Shyam Reddy (2)	—	—	—	—
Jan Timmerman	—	—	—	—

_______________________________________


(1)	The valuation method used to calculate these amounts was the Projected Unit Credit Method. Material assumptions applied in determining these amounts were a discount rate of 2.84% and an assumed retirement age of 65, the earliest time at which Mr. Vansant may retire under the plan without any benefit reduction due to age.


(2)	Mr. Reddy resigned from the Company, effective March 20, 2015.

We maintain the Euramax Holdings, Inc. Amended and Restated Supplemental Executive Retirement Plan ("SERP"), a separate supplemental non-qualified pension plan in which Mr. Vansant participates. The SERP provides for a lump sum benefit that is the equivalent of an amount payable in the form of a life annuity starting at age 65 of $46,000 per year. Mr. Vansant is currently 53 years old. Benefits under the plan are not vested until Mr. Vansant attains age 55, or, if earlier, upon his total and permanent disability, death, or a change in control of the Company. Payment of benefits under the plan are paid upon retirement, disability, death or upon a termination of Mr. Vansant's employment by the Company upon the occurrence of a change in control of the Company or by Mr. Vansant within one year of a change in control if there has been a material reduction in duties or compensation or authority or if he has been required to relocate from Atlanta, Georgia ("Constructive Termination"). If benefits become payable before the executive attains age 65, only a specified percentage of the benefit will be payable, which percentage increases from 50% at age 55 to 96% at age 64.

Potential Payments Upon Termination of Employment and a Change in Control

The compensation committee believes that our current severance arrangements protect stockholder interests by retaining management and keeping their focus on the business should periods of uncertainty arise. Because our severance arrangements are structured to serve such purposes and because severance agreements represent a contractual obligation of our Company, decisions relating to other elements of compensation have minimal effect on decisions relating to existing severance agreements.

R. Scott Vansant

In the case of Mr. Vansant, the termination payments and benefits to which he would be entitled are set forth in his employment agreement. If, during the term of his agreement, the employment of Mr. Vansant is terminated by the Company without "cause," or Mr. Vansant resigns from his employment for "good reason" (each as defined in his agreement), he would be entitled to the following severance payments and benefits:


i.	A pro-rata portion of his annual bonus, calculated based on the number of days worked in the year in which termination occurs, at a level at least equal to 50% of his actual bonus for the relevant year;


ii.	Lump sum payment equal to two times the sum of (A) his base salary in effect 30 days prior to termination and (B) 50% of his annualized base salary for the fiscal year in which the date of termination occurs; and


iii.	Continuation of coverage under the Company's insurance plans for Mr. Vansant and his qualified beneficiaries for 24 months following the date of termination, at the rates paid by other senior executives.

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Mary S. Cullin

In the case of Ms. Cullin, the termination payments and benefits to which she would be entitled to upon a termination of employment following February 3, 2014, are set forth in her employment agreement. If, during the term of her agreement, the employment of Ms. Cullin is terminated by the Company without "cause," or Ms. Cullin resigns from employment for "good reason" (each as defined in her employment agreement), she would be entitled to (i) continuation of her base salary at the then current rate for twelve months following the termination of employment and (ii) continuation on the same terms as an active employee of medical insurance benefits that Ms. Cullin would have otherwise been eligible to receive as an active employee of the Company for twelve months following the termination of employment.

Ms. Cullin and Mr. Vansant's receipt of the termination payments and benefits is contingent upon execution of a general release of any and all claims arising out of or related to their employment with us and the termination of their employment, and compliance with the restrictive covenants described in the following paragraph.

Pursuant to their employment agreements, Ms. Cullin and Mr. Vansant have also agreed to customary restrictions with respect to the disclosure and use of our confidential information, and each has agreed that all intellectual property developed or conceived by them while employed with us relating to our business is our property. In addition, during the term of their employment and for the 24 month period (for Mr. Vansant) or 12 month period (for Ms. Cullin) following their respective terminations of employment for any reason, Ms. Cullin and Mr. Vansant have each agreed not to (1) solicit or hire any of our employees, (2) induce or attempt to induce any supplier, licensee, licensor or other material business relation of ours to cease doing business with us, or (3) participate (whether as an officer, director, employee or otherwise) in any competitive business.

Jan Timmerman

In the case of Mr. Timmerman, pursuant to his employment agreement, if at any time the Company (or the relevant corporate body of the Company, as the case may be) terminates Mr. Timmerman’s employment agreement, he will be entitled to a lump sum payment in an amount equal to the product of the Cantonal Court Formula with a correction factor of C=1, but with a minimum amount equal to (a) the annual total salary (EUR 270,012) and (b) the average bonus for the last 3 calendar years preceding the termination of the employment agreement, provided that;


i.	said compensation may not exceed the income to which Mr. Timmerman would have been entitled if he had remained in the employment of the Company from the date of termination until reaching the age of 65 or the retirement age as provided in his employment agreement; and


ii.	if a court awards any compensation to Mr. Timmerman as a result of proceeding on the basis of Articles 7.681 or 7.685 of the Dutch Civil Code, the amount of such award will be deducted from the amount of compensation to which he is entitled to under this provision.

Pursuant to his employment agreement, Mr. Timmerman has also agreed to customary restrictions with respect to the disclosure and use of our confidential information. All intellectual property rights pertaining to any creation, discovery or invention by Mr. Timmerman whether or not made by him independently, connected to the activities or either the Company or an enterprise affiliated therewith will accrue to the Company, irrespective of whether the creation, discovery or invention took place during or outside working hours and irrespective of whether Mr. Timmerman's position either directly or indirectly entails creative, exploratory or inventive work, including the creation of intellectual property. This provision also applies to creations, discovery and inventions as described above made within a period of one year following the termination of Mr. Timmerman's employment agreement. Unless otherwise provided for by law, Mr. Timmerman will not acquire any right to be identified as the creator, discoverer or inventor of any such intellectual property. In addition, for a period of twelve months following the termination of this employment agreement, Mr. Timmerman will not, without the prior written permission of the Company, in any form or way undertake any activities that are the same as, or similar to, the activity of the Company or enterprise or affiliated therewith, in the Netherlands and in those countries where the Company and/or enterprises affiliated with the Company traded and/or manufactured products and/or provided services at the time the employment agreement is in effect. During the term of the employment agreement as well as for a period of two years after the termination of the employment agreement, Mr. Timmerman will refrain from either directly or indirectly;


i.	engaging individuals who are on the payroll of the Company or any enterprise affiliated with the Company or who were so during his employment; and/or

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ii.	Soliciting or entering into commercial relationships with any person or entirety which is a client of the Company of any enterprise affiliated with the Company at the date of which the employment agreement terminates, or was a client during the three year period prior to that date even if such contact is initiated by these customers or relations.

Mr. Reddy is eligible to receive termination benefits as a participant under the Severance Pay Plan for similarly situated employees not otherwise party to an employment agreement. Under the terms of the Severance Pay Plan applicable to Mr. Reddy as in effect as of December 31, 2014, upon an involuntary termination of employment by the Company due to a job elimination or restructuring caused by a merger, acquisition, divestiture, unit shutdown, departmental consolidation, technological change or similar business reason, as determined by the Company ("Qualifying Termination"), Mr. Reddy shall be paid 16 weeks of base salary plus an additional one week of base salary for each year of service up to a maximum total payment of 26 weeks of base salary, to be paid in a lump sum following the date that the release of claims described below becomes irrevocable by its terms. For purposes of the Severance Pay Plan, payment amounts shall be calculated on the basis of Mr. Reddy’s position and base salary immediately prior to the Qualifying Termination of employment and "base salary" shall be deemed to mean Mr. Reddy’s base salary in effect at that time excluding any bonuses, awards, overtime, premiums, expense reimbursements, etc. Receipt of severance under the Severance Pay Plan is subject to execution of an agreement that contains a general release of any and all claims arising out of or related to his employment with us and the termination of his employment as well as restrictive covenants regarding solicitation or hiring of our employees as well as solicitation of our customers, in each case, which govern for two years following the termination of his employment. The agreement also contains confidentiality and non-disparagement covenants of infinite duration. Mr. Reddy resigned from the Company, effective March 20, 2015.

In the event of a termination of the employment of our NEOs by the Company for cause or by the NEOs' voluntary resignation without good reason, none of the NEOs would be entitled to receive severance benefits or payments from the Company.

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The table below quantifies the payments and benefits that our NEOs would be entitled to receive upon the termination of their employment under various circumstances, in each case, assuming such termination of employment occurred as of December 31, 2014. The information below does not incorporate the terms of any agreement entered into after December 31, 2014.

Termination Payments



		Severance ($)		Continuation of Benefits ($)		Acceleration of Equity ($)(8)	SERP Benefit ($)		Total ($)
Termination without Cause	M. Cullin	249,600	(1)	8,251	(6)	—	—		257,851
	R. S. Vansant	816,638	(2)	32,538	(7)	—	—		849,176
	S. Reddy	—		—		—	—		—
	J. Timmerman	359,359	(3)	—		—	—		359,359
Qualifying Termination	M. Cullin	—		—		—	—		—
	R. S. Vansant	—		—		—	—		—
	S. Reddy	97,946	(4)	—		—	—		97,946
	J. Timmerman	—		—		—	—		—
Resignation for Good Reason	M. Cullin	249,600	(1)	8,251	(6)	—	—		257,851
	R. S. Vansant	816,638	(2)	32,538	(7)	—	—		849,176
	S. Reddy	—		—		—	—		—
	J. Timmerman	—		—		—	—		—
Death or Disability	M. Cullin	—		—		111,100	—		111,100
	R. S. Vansant	—	(5)	—		10,100	276,614	(9)	286,714
	S. Reddy	—		—		303,000	—		303,000
	J. Timmerman	—		—		90,900	—		90,900
Retirement	M. Cullin	—		—		—	—		—
	R. S. Vansant	—		—		—	—		—
	S. Reddy	—		—		—	—		—
	J. Timmerman	—		—		—	—		—

_______________________________________


(1)	These amounts include 12 months of base compensation in effect immediately prior to termination, which is required under Ms. Cullin’s employment agreement.


(2)	These amounts include two times the sum of (a) his base salary in effect 30 days prior to termination and (b) 50% of his annualized base salary, which is required under Mr. Vansant's employment agreement. No amount has been included with respect to a pro-rata bonus because no amounts were earned under the Bonus Plan during fiscal year 2014.

(3)

This amounts reflects the severance payable to Mr. Timmerman pursuant to his employment agreement in the event of a qualifying termination. Mr. Timmerman would be paid his current salary plus the average of payments under the Bonus Plan for the last three years. This amount was converted from euros to U.S. dollars using the average exchange rate for the year ended December 31, 2014, which was 1.3309.


(4)	These amounts reflect the severance payable to Mr. Reddy pursuant to the Severance Pay Plan in the event of a Qualifying Termination (as defined herein). Based on his years of service, Mr. Reddy would be paid 17 weeks of severance.

(5)

Under Mr. Vansant's employment agreement, the Company is not obligated to pay him any severance in the event of a termination by reason of death or disability. However, the Company may choose to pay him all or a portion of the bonus payable for the year in which termination occurs, at the Company's discretion. No amounts with respect to the bonus have been included here because no bonuses were earned with respect to fiscal year 2014.

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(6)	These amounts reflect the cost to the Company, as of December 31, 2014, of providing continuation of medical insurance benefits for Ms. Cullin and her qualified beneficiaries for 12 months following the termination date, which is required under Ms. Cullin’s employment agreement (unless she becomes eligible for medical benefits from a subsequent employer).


(7)	These amounts reflect the cost to the Company, as of December 31, 2014, of providing continuation of coverage under the Company's insurance plans for Mr. Vansant and his qualified beneficiaries for 24 months, at the rates paid by other senior executives, which is required under Mr. Vansant's employment agreement.


(8)	The value of the accelerated vesting of restricted stock held by our NEOs has been calculated by multiplying the number of shares of restricted stock held by each NEO as of December 31, 2014 by the fair market value of a share of Company common stock as of such date, which was determined internally by the Company.

(9)

In the event of a termination by reason of death or disability, Mr. Vansant's benefits under the SERP would become vested such that the benefit payable in connection with such event would be equal to the benefits paid to him had they attained age 55. As a result, these amounts reflect the present value as of December 31, 2014 of the amounts that would be payable to Mr. Vansant under the SERP upon a termination upon attainment of age 55. In the event of the retirement of Mr. Vansant on December 31, 2014, no amounts would be payable under the SERP because he is younger than age 55 as of such date.

Change in Control Benefits

In the event of a change in control of the Company, the vesting of the shares of restricted stock that have been granted to our NEOs would become accelerated. In addition, any shares that remain available for issuance under the Equity Plan will be issued to prior grantees, including the NEOs, on a pro-rata basis at or immediately prior to such change in control. In the alternative, the Company may issue to each prior grantee, a cash payment equal to the fair market value of the portion of the available shares allocable to such grantee. In addition, Mr. Vansant's retirement benefits under the SERP would become vested upon a change in control of the Company. The below table quantifies the value of such benefits, assuming such change in control occurred as of December 31, 2014.



Name	Pro-Rata Annual Bonus ($)	Value of Accelerated Vesting of Restricted Stock & Value of Additional Pro-Rata Restricted Stock Grants ($)(1)	SERP Benefit ($)(2)
Hugh Sawyer	—	—	—
Mary S. Cullin	—	170,916	—
R. Scott Vansant	—	114,713	276,614
Shyam Reddy	—	433,235	—
Jan Timmerman	—	225,610	—

_______________________________________

(1)

The value of the accelerated vesting of restricted stock held by our NEOs has been calculated by multiplying the number of shares of restricted stock held by each NEO as of December 31, 2014 by the fair market value of a share of Company common stock as of such date, which was determined internally by the Company. In addition, these amounts also include the value of the pro-rata share of additional awards of restricted stock that would be granted to each of our NEOs pursuant to the Equity Plan in connection with the change in control, based on a $404 per share fair market value as of December 31, 2014.

(2)

In the event of a change in control, benefits of Mr. Vansant pursuant to the SERP would become vested such that the benefits payable to him under the SERP be equal to the benefits paid to him had he attained age 55. However, note that a change in control is only a vesting event under the plan, not a payout event. Such benefits would be paid out upon a Constructive Termination of Mr. Vansant's employment. This amount assumes that a change in control and Constructive Termination have occurred and reflect the present value as of December 31, 2014 of the amounts that would be payable to Mr. Vansant under the SERP in these circumstances upon attainment of age 55, applying a discount rate of 2.84%.

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Director and Officer Indemnification and Limitation of Liability

We are currently party to indemnification agreements with each of our directors. There is no pending litigation or proceeding naming any of our directors or officers pursuant to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director.

Compensation of Directors

The table below sets forth information regarding the compensation earned by our non-employee directors during fiscal year 2014.



Name	Fees Earned or Paid In Cash ($)(1)	Stock Awards ($)(2)	Total ($)
James G. Bradley	89,000	—	89,000
Jeffrey A. Brodsky	87,500	—	87,500
Michael D. Lundin	125,000	—	125,000
Alvo M. Oddis (3)	27,247	—	27,247
Timothy J. Bernlohr (4)	55,411	500	55,411
Jake Tomlin (5)	—	—	—
Trey B. Parker III	—	—	—
Brian T. Stewart (6)	—	—	—
Steven Hartman (7)	—	—	—

_______________________________________

(1)

Amounts in this column include the following fees: an annual fee of $50,000 for each director with the exception of Messrs Parker, Stewart, Hartman, and Tomlin; an additional fee of $15,000 for the chairman of the board of directors; an additional fee of $10,000 for the chairs of each of the audit committee and compensation committee; and an additional fee of $5,000 for directors serving on the compensation or audit committee. These fees are pro-rated for partial years of service. In addition, directors receive a $2,000 fee for each meeting attended, and a $1,000 fee for each meeting attended telephonically. Mr. Lundin also received a $25,000 discretionary payment for his service as interim president and CEO of the Company from November 8, 2013 to February 18, 2014.

(2)

As of December 31, 2014, Messrs. Lundin, Bradley, Brodsky and Oddis have no remaining unvested shares of restricted stock and Mr. Bernlohr held 500 unvested shares of restricted stock. Mr. Bernlohr’s restricted stock award vests in four equal installments on each anniversary of the grant date of August 6, 2014. In addition, any shares of restricted stock held by our directors would become fully vested in the event of a change in control of the Company (as defined in the Equity Plan) or a termination of any of the director's service on the board of directors by reason of their death or disability.


(3)	Mr. Oddis resigned from the board of directors, effective as of April 21, 2014.


(4)	Mr. Bernlohr was appointed to the board of directors, effective as of May 23, 2014.


(5)	Mr. Tomlin was appointed to the board of directors, effective as of April 21, 2014.


(6)	Mr. Stewart resigned from the board of directors, effective as of February 3, 2014.


(7)	Mr. Hartman was appointed to the board of directors, effective as of February 3, 2014, and resigned from the board of directors, effective as of March 26, 2014.

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Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents information as of March 25, 2015 regarding beneficial ownership of the common stock of Euramax Holdings by:


•	each of the directors of Euramax Holdings;


•	each of the executive officers of Euramax Holdings;


•	each stockholder known by us to beneficially hold five percent or more of the common stock of Euramax Holdings; and


•	all of the executive officers and directors of Euramax Holdings as a group.

The Company had 195,827 shares of common stock issued and outstanding as of March 25, 2015. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.



	Shares Beneficially Owned
Name and Address	Number	Percent
Credit Suisse Securities (USA) LLC 11 Madison Avenue, New York, NY 10010	63,790.3	32.57	%
Highland Capital Management, L.P. 300 Crescent Court, Suite 700, Dallas, TX 75201	50,998.1	26.04	%
Sound Point Capital Management, LP 375 Park Avenue, New York, NY 10152	16,624.2	8.49	%
Credit Suisse Alternative Capital, Inc. 11 Madison Avenue, New York, NY 10010	14,958.6	7.64	%
R. Scott Vansant (1)	7,140.3	3.65	%
Jan Timmerman (2)	875	*
Michael D. Lundin	500	*
Timothy J. Bernlohr	—	—
Jeffrey A. Brodsky	500	*
James G. Bradley	500	*
John F. Blount	—	—
Mary S. Cullin (3)	350	*
Trey B. Parker III	—	—
Jake Tomlin	—	—
Hugh Sawyer (4)	—	—
All directors and executive officers, as a group (11 persons)	10,365.3	5.29	%

_______________________________________

* Less than 1%

1.Does not include approximately 25 shares of granted but unvested restricted stock awards.

2.Does not include approximately 125 shares of granted but unvested restricted stock awards.

3.Does not include approximately 250 shares of granted but unvested restricted stock awards.

4.Mr. Sawyer is not a participant in the Company’s equity programs.

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The following table summarizes information, as of December 31, 2014, relating to equity compensation plans of Euramax Holdings pursuant to which grants of restricted stock, or certain other rights to acquire shares of Euramax Holdings may be granted from time to time.



Equity Compensation Plan Information
	(a)	(b)	(c)
Plan category	Number of securities to be issued upon exercise of outstanding restricted shares ¹	Weighted-average exercise price of outstanding options, warrants and rights ²	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	2,312.5	N/A	823.0
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	2,312.5		823.0

Includes shares issuable pursuant to the Euramax Holdings, Inc. Executive Incentive Plan (the "Plan"). Under the Plan, the Company reserved 21,737 restricted shares of Class A Common Stock for issuance to selected officers, directors and other key employees. The Company has granted a total of 21,100 shares of restricted stock and 4,750 shares of restricted stock units under the Plan, which vest ratably over four years based upon continued employment or immediately upon a change in control or termination of employment by reason of death or disability.

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Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

This section describes related party transactions that have occurred since January 1, 2014, and any currently proposed transactions, that involve Euramax Holdings or its subsidiaries and exceed $120,000, and in which any director, executive officer and/or 5% stockholder had or has a direct or indirect material interest.

Stockholders Agreement

In June 2009, Euramax Holdings entered into a stockholders agreement with the holders of its common stock. The stockholders agreement provides that stockholders holding a majority of the outstanding common stock of Euramax Holdings must approve, among other things:


•	any asset acquisition or series of asset acquisitions in excess of $100.0 million (other than supply agreements entered into in the ordinary course of business of Euramax Holdings);

•

the creation, incurrence, assumption, guarantee, refinancing or prepayment of any indebtedness, the outstanding principal amount of which is greater than $50.0 million at any one time, or any material modification or alteration to the terms and provisions of any such indebtedness (excluding our then-existing First Lien Credit Facility, our then-existing ABL facility and any refinancings or replacements thereof);


•	the redemption or repurchase of any equity securities or debt or debt securities of Euramax Holdings or any of its subsidiaries on other than a pro rata basis among all holders of such securities being repurchased or redeemed, subject to certain exceptions;


•	a public offering of the common stock of Euramax Holdings or securities into which the common stock of Euramax Holdings may be converted;


•	the sale, lease, disposition or abandonment of any of the properties and assets of Euramax Holdings (other than properties, materials, supplies, equipment or other personal property disposed of in the ordinary course of business which do not have a sale price in excess of $100.0 million individually or in the aggregate and are not otherwise material to the business of Euramax Holdings);


•	the merger or consolidation of Euramax Holdings with any other entity, the conversion of Euramax Holdings into another form of entity, the exchange of the interests of Euramax Holdings with any other person or entity or the entry into any joint venture, partnership or consortium agreement;


•	the abandonment of any existing lines of business of Euramax Holdings that constitute $50.0 million or more of the revenue of Euramax Holdings in the immediately preceding 12-month period;


•	any loans or advance payments of (i) compensation or (ii) other consideration to any of the officers or employees of Euramax Holdings, or any of Euramax Holdings' or the existing stockholders' directors, in excess of $100,000, subject to certain exceptions;


•	the entry into any other material contract or agreement, or series of contracts or agreements, that would obligate Euramax Holdings to expend, or transfer assets with a value of, $100.0 million or more (other than supply agreements entered into in the ordinary course of business of Euramax Holdings);


•	any amendment or restatement of the charter or bylaws of Euramax Holdings;


•	any increase or decrease in the number of directors on the board of directors of Euramax Holdings; and


•	any actions, authorizations or approvals or agreements with respect to the foregoing provisions.

The stockholders agreement imposes transfer restrictions that control the manner in which the stockholders of Euramax Holdings may transfer their shares of common stock of Euramax Holdings as well as certain tag-along, drag-along and preemptive rights with respect to the equity securities of Euramax Holdings. The preemptive rights do not apply in connection with a public offering. The stockholders agreement also provides that the board of directors of Euramax Holdings shall be comprised of seven members. The agreement provides that stockholders holding the following amounts or more of the Company’s outstanding stock shall be entitled to appoint the applicable number of directors to the board of directors of Euramax holdings: (i) 57.2% or more (4 directors); (ii) 42.9% to 57.1% (3 directors); (iii) 28.6% to 42.8% (2 directors); or (iv) 14.3% to 28.5% (1 director); provided that, notwithstanding the foregoing, if on the date the annual meeting of stockholders of Euramax Holdings is held, (i) Highland institutional holds at least 14.3% of the outstanding common stock of Euramax Holdings, it shall be entitled to appoint one director and (ii) Highland retail holds at least 11% of the outstanding common stock it held in June 2009 upon the execution of the stockholders agreement, it shall be entitled to appoint one director.

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The stockholders agreement will terminate upon a "qualified public offering," defined as (i) an underwritten public offering of the common stock of Euramax Holdings in which Euramax Holdings receives no less than $50 million of net proceeds or (ii) a demand registration under the Registration Rights Agreement that is the first public offering of the common stock of Euramax Holdings.

Registration Rights Agreement

In June 2009, Euramax Holdings entered into a registration rights agreement with its existing stockholders. Under the registration rights agreement, a stockholder of Euramax Holdings who holds "registrable securities" may request that Euramax Holdings register such registrable securities through a demand registration or a piggyback registration. Registrable securities include the common stock of Euramax Holdings delivered to its stockholders in connection with the restructuring of the Company in June 2009 (the "Restructuring") (whether or not the common stock of Euramax Holdings continues to be held by the stockholder who acquired the common stock in the Restructuring) and common stock of Euramax Holdings issued to management under its Executive Incentive Plan.

Piggyback Registration. If Euramax Holdings proposes to register any securities then, within a specified number of days prior to the anticipated date of the preliminary prospectus relating to the registration, Euramax Holdings must notify each holder of registrable securities of the registration and offer each of them the opportunity to include as many of their registrable securities in the registration statement as they may request. If the managing underwriter of the proposed offering should advise Euramax Holdings that, in its view, the number of shares requested to be registered exceeds the largest number of shares that can be sold without having an adverse effect on the proposed registered offering, Euramax Holdings will include (i) first, any securities proposed to be registered for Euramax Holdings, (ii) second, all securities requested to be registered by the holders of registrable securities and (iii) third, any securities proposed to be registered for any other person with respect to such priorities among them as Euramax Holdings determines.

Demand Registration. Stockholders holding a majority of the outstanding common stock of Euramax Holdings may request that Euramax Holdings register all or any portion of their registrable securities. If Euramax Holdings receives notice from stockholders who hold registrable securities requesting a demand registration, Euramax Holdings must provide notice of the requested registration to each stockholder who holds registrable securities within a specified number of days prior to the anticipated date of the preliminary prospectus. If the managing underwriter of the proposed offering should advise Euramax Holdings that, in its view, the number of shares requested to be registered exceeds the largest number of shares that can be sold without having an adverse effect on the proposed registered offering, Euramax Holdings will include (i) first, all securities requested to be registered by the stockholders and (ii) second, any securities proposed to be registered by Euramax Holdings.

Euramax Holdings is not required to effect a demand registration within three months of a public offering of its securities. Euramax Holdings is not required to effect more than four demand registrations, and is not required to effect more than one demand registration in any six-month period. Euramax Holdings is not obligated to effect a demand registration for any offering which would be its first public offering, unless the managing underwriter advises Euramax Holdings that, in its view, such offering would result in Euramax Holdings and the registering stockholders receiving, in the aggregate, no less than $50 million of net proceeds from the offering. The stockholder requesting a demand registration has the right to select an underwriter or underwriters in connection with the demand registration offering, subject to Euramax Holdings' approval. Euramax Holdings will select the underwriter or underwriters in connection with any other public offering.

The registration rights agreement may only be amended with the consent of the board of directors of Euramax Holdings and stockholders holding at least two-thirds of the then outstanding registrable securities of Euramax Holdings.

Senior Unsecured Loan Facility

In March 2011, Euramax Holdings, Euramax International and certain of our domestic subsidiaries entered into the Senior Unsecured Loan Facility with investment funds affiliated with Highland Capital Management, L.P. and Levine Leichtman Capital Partners, as lenders. During the second quarter of 2014, Levine Leichtman Capital Partners assigned its holdings in the Senior Unsecured Loan Facility to Credit Suisse Loan Funding LLC and Sound Point Capital Management L.P. The amount outstanding under the Senior Unsecured Loan Facility as of the date of this report, and the maximum amount outstanding during 2014, was $125 million. For a description of the terms of the Senior Unsecured Loan Facility, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Senior Unsecured Loan Facility."

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Policies for Review and Approval of Related Party Transactions

In 2012, we adopted a formal Related Party Transaction Policy, which we amended in January 2015. The policy is designed to monitor and ensure the proper review, approval, ratification and disclosure of related party transactions at the corporate and board levels. The policy applies to any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness), or any series of similar transactions, arrangements or relationships, in which the Company or a subsidiary (including any entity in which the Company or any subsidiary has a 50% or greater interest in voting power or profits) is a participant; the aggregate amount involved exceeds $120,000; and a related party has a direct or indirect material interest. On an annual basis and in furtherance of the Company’s efforts to strengthen its compliance programs, each director and executive officer must complete a questionnaire which is designed in part to capture information needed to identify related parties. A person who is nominated or proposed for election as a director or an executive officer must also complete a questionnaire as soon as practical after his or her nomination as a director or proposal for election as an executive officer. The Office of the Corporate Secretary, in consultation with management, is responsible for determining whether a transaction meets the requirements of a related party transaction requiring review under the policy, including whether the related party has a material interest, based on a review of all facts and circumstances, including information provided in the annual director and officer questionnaires. If the Office of the Corporate Secretary determines that a transaction is a related party transaction requiring review by the audit committee, it must submit the material facts respecting the transaction and the related party’s interest in such transaction to the audit committee for review. In its review, the audit committee must consider all of the relevant facts and circumstances respecting such transaction, and shall evaluate all options available to the Company, including ratification, revision or termination of the transaction, and shall take the course of action the audit committee deems appropriate under the circumstances. In any event, the audit committee can only approve a related party transaction that is beneficial to the Company and the terms of the related party transaction are in, or are not opposed to, the best interests of the Company and its stockholders. There have been no related party transactions of a material nature during fiscal years 2012, 2013, or 2014 which were not approved by the audit committee or board of directors.

Director Independence

The board of directors of the Company has determined that Messrs. Bernlohr, Brodsky, Lundin and Bradley are independent within the rules of the SEC and NYSE.

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Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table presents by category of service the total fees for services rendered by Ernst & Young LLP, the Company’s principal accountant, for the years ended December 31, 2014 and 2013.



	2014		2013
Audit Fees	$	1,214,800	$	1,125,750
Tax Fees (1)	310,700		327,200
All Other Fees (2)	$	1,995	$	1,995
	$	1,527,495	$	1,454,945


(1)	Includes tax compliance services in certain foreign locations.


(2)	All other fees in 2014 and 2013 include a subscription for access to an accounting research tool.

Pre-Approval Policies and Procedures

The audit committee annually engages and pre-approves the audit and audit-related services provided by the independent registered public accounting firm, for the following year, to assure that the provision of such services does not impair the auditor’s independence. All allowable non-audit services are regularly required to be specifically identified and submitted to the audit committee for approval.

For 2014, the audit committee discussed the non-audit services with Ernst & Young LLP and management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC and Public Accounting Oversight Board. Following such discussions, the audit committee determined that the provision of such non-audit services by Ernst & Young LLP was compatible with maintaining their independence.

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Part IV


Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a)	The following documents are filed as part of this report:

1. Financial Statements:

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets — December 31, 2014 and December 31, 2013.

Consolidated Statements of Operations — Years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Consolidated Statements of Comprehensive Operations — Years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Consolidated Statements of Changes in Equity (Deficit) — Years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Consolidated Statements of Cash Flows — Years ended December 31, 2014, December 31, 2013 and December 31, 2012.

Notes to Consolidated Financial Statements.

2. Financial Statement Schedules

All schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions, are inapplicable, or the information is included in the consolidated financial statements, and have therefore been omitted, other than Schedule 1 - Condensed Financial Information Euramax Holdings, Inc. (Parent Company Only).

3. List of Exhibits



See Exhibit Index beginning on page 155 of this report.

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EXHIBIT INDEX



Exhibit Number		Description
2.1		Purchase Agreement, dated as of June 24, 1996, between Euramax International, Ltd. and Alumax Inc.* (incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
2.2		First Amendment to Purchase Agreement, dated as of September 25, 1996, between Euramax International, Ltd. and Alumax Inc.* (incorporated by reference to Exhibit 2.2 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
3.1		Certificate of Incorporation of Euramax Holdings, Inc. (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
3.2		Bylaws of Euramax Holdings, Inc. (incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on October 21, 2011)
4.1		Indenture, dated as of March 18, 2011, by and among Euramax International, Inc., the Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
4.2		Form of 9 1/2% notes Senior Secured Notes due 2016 (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
4.3		First Supplemental Indenture, dated as of December 21, 2011, by and among Euramax International Inc., the Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 3.2 to Amendment No. 4 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on December 22, 2011)
4.4		Registration Rights Agreement, dated as of June 29, 2009, among Euramax Holdings, Inc. and the Stockholders named therein (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
4.5		Amendment No. 1 to the Registration Rights Agreement, dated as of July 21, 2010, among Euramax Holdings, Inc. and the Stockholders named therein (incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.1		Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated March 18, 2011, by and among Euramax International, Inc., Euramax Holdings, Inc., certain domestic subsidiaries of Euramax International, Inc., various lenders, Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on October 21, 2011)
10.2		First Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated April 5, 2011, by and among Euramax International, Inc., Euramax Holdings, Inc., certain domestic subsidiaries of Euramax International, Inc., various lenders, Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on October 21, 2011)
10.3		Pledge and Security Agreement, dated March 18, 2011, by and among Euramax International, Inc., the Guarantors and Wells Fargo Bank, National Association, as collateral trustee (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.4		Credit and Guaranty Agreement, dated as of March 3, 2011, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and certain subsidiaries of Euramax International, Inc. named therein, as guarantors, and investment funds affiliated with Highland Capital Management, L.P. and Levine Leichtman Capital Partners, as lenders (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on October 21, 2011)
10.5		First Amendment to Credit and Guaranty Agreement, dated as of April 13, 2011, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and certain subsidiaries of Euramax International, Inc. named therein as guarantors, the lenders party thereto from time to time and Nexbank SSB, as administrative agent (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.6		Amended and Restated Pledge and Security Agreement, dated March 18, 2011, by and among Euramax International, Inc., the other grantors party thereto and Regions Bank as Agent (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.7		General Intercreditor Agreement, dated March 18, 2011, by and among Regions Bank, as ABL Collateral Agent, the Collateral Trustee, Euramax International, Inc. and the Guarantors and the other parties from time to time a party thereto (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.8		Stockholders Agreement, dated June 29, 2009, by and among Euramax Holdings, Inc. and holders of its common stock (certain portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.8 to Amendment No. 3 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on December 9, 2011)
10.9	†	Euramax Holdings, Inc. 2009 Executive Incentive Plan, effective as of September 24, 2009 (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)

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Exhibit Number		Description
10.10	†	Amended and Restated Executive Employment Agreement, dated as of June 1, 2011, by and between Euramax Holdings, Inc. and Mitchell Lewis (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.11	†	Amended and Restated Executive Employment Agreement, dated as of June 12, 2009, by and between Euramax Holdings, Inc. and Scott Vansant (incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.12	†	Form of Restricted Stock Agreement for directors and executive officers under the Euramax Holdings, Inc. 2009 Executive Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.13	†	2011 Phantom Stock Plan of Euramax Holdings, Inc., dated April 15, 2011 (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.14	†	Euramax International, Inc. Euramax Incentive Compensation Plan, dated February 4, 2010, as amended on December 22, 2011 (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K (File No. 333-05978) filed with the SEC on March 29, 2013)
10.15	†	Euramax International, Inc. Amended and Restated Supplemental Executive Retirement Plan, as amended, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.15 to the Company's Registration Statement on Form S-4 (File No. 333-176561) filed with the SEC on August 30, 2011)
10.16		Facility Agreement, by and among Coopertive Rabobank Roermond-Ecth U.A. and Euramax Coated Products, B.V. (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 333-05978) filed with the SEC on May 11, 2012)
10.17		Fourth Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated March 25, 2013, by and among Euramax International, Inc., Euramax Holdings, Inc., Amerimax Richmond Company, Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K (File No. 333-05978) filed with the SEC on March 29, 2013)
10.18	†	Euramax International, Inc. Euramax Incentive Compensation Plan, dated February 4, 2010, as amended on November 15, 2012 (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K (File No. 333-05978) filed with the SEC on March 29, 2013)
10.19	†	Executive Employment Agreement, dated February 3, 2014, by and between Euramax International, Inc. and Mary S. Cullin (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 333-05978) filed with the SEC on February 4, 2014)
10.20	†	Executive Employment Agreement, dated September 21, 2010, by and between Euramax Holdings, Inc. and Jan Timmerman (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K (File No. 333-05978) filed with the SEC on March 28, 2014)
10.21	†	Transition Services Agreement by and among Euramax Holdings, Inc., Euramax International, Inc. and Mitchell Lewis, dated November 5, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 333-05978) filed with the SEC on November 8, 2013)
10.22	†	Consulting Services Agreement, dated February 22, 2014, by and between Euramax Holdings, Inc. and Huron Consulting Group LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 333-05978) filed with the SEC on February 24, 2014)
10.23		Fifth Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated March 21, 2014, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and Amerimax Richmond Company as guarantors, Regions Bank, as Collateral and Administrative Agent and Regions Business Capital, as Sole Lead Arranger and Bookrunner (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 333-05978) filed with the SEC on March 25, 2014)
10.24		Sixth Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated May 8, 2014, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and Amerimax Richmond Company as guarantors, Regions Bank, as Collateral and Administrative Agent and Regions Business Capital, as Sole Lead Arranger and Bookrunner (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 333-05978) filed with the SEC on May 9, 2014)
10.25		Seventh Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated December 8, 2014, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and Amerimax Richmond Company as guarantors, Regions Bank, as Collateral and Administrative Agent and Regions Business Capital, as Sole Lead Arranger and Bookrunner (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 333-05978) filed with the SEC on December 11, 2014)
10.26		Ninth Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated February 6, 2015, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and Amerimax Richmond Company as guarantors, Regions Bank, as Collateral and Administrative Agent and Regions Business Capital, as Sole Lead Arranger and Bookrunner
10.27		Tenth Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated March 23, 2015, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and Amerimax Richmond Company as guarantors, Regions Bank, as Collateral and Administrative Agent and Regions Business Capital, as Sole Lead Arranger and Bookrunner
10.28	†	Euramax Holdings, Inc. Employee Retention Plan, dated January 22, 2015.

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Exhibit Number		Description
10.29	†	Executive Employment Agreement, dated March 23, 2014, by and between Euramax International, Inc. and John F. Blount.
10.30	†	Separation Agreement, effective March 20, 2015, by and between Euramax International, Inc. and Shyam Reddy.
12.1		Computation of Earnings to Fixed Charges
14.1		Euramax International, Inc. Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company's Annual Report on Form 10-K (File No. 333-05978) filed with the SEC on March 23, 2012)
21.1		List of Subsidiaries of Euramax Holdings, Inc.
31.1		Certification of the Chief Executive Officer pursuant to the Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes -Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to the Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended, and item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes -Oxley Act of 2002.
32.1		Certification of the CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

________________________________

† Management contract or compensatory plan or arrangement

* Schedules and similar attachments to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.

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Table of Contents

SIGNATURES

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



		EURAMAX HOLDINGS, INC.

		By:		/s/ Hugh E. Sawyer
				President

Date: March 26, 2015

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



Signature	Title	Date


/s/ Hugh E. Sawyer	President (Principal Executive Officer)	March 26, 2015
Hugh E. Sawyer	President (Principal Executive Officer)	March 26, 2015


/s/ Mary S. Cullin	Chief Financial Officer (Principal Financial and Accounting Officer)	March 26, 2015
Mary S. Cullin		March 26, 2015


/s/ Michael D. Lundin	Chairman of the Board of Directors	March 26, 2015
Michael D. Lundin	Chairman of the Board of Directors	March 26, 2015


/s/ Timothy J. Bernlohr	Director	March 26, 2015
Timothy J. Bernlohr	Director	March 26, 2015


/s/ James G. Bradley	Director	March 26, 2015
James G. Bradley	Director	March 26, 2015


/s/ Jeffrey A. Brodsky	Director	March 26, 2015
Jeffrey A. Brodsky	Director	March 26, 2015


/s/ Lee B. Parker, III	Director	March 26, 2015
Lee B. Parker, III	Director	March 26, 2015


/s/ Jake Tomlin	Director	March 26, 2015
Jake Tomlin	Director	March 26, 2015

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