UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 26, 2004 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
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Commission file number 333-05978 |
(Exact name of registrant as specified in its charter)
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Delaware |
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58-2502320 |
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(State or other jurisdiction of |
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(I.R.S. Employer Identification No.) |
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5445 Triangle Parkway, Suite 350, |
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30092 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code 770-449-7066 |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
ý Yes o No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Rule 12b-2).
o Yes ý No
As of May 7, 2004, Registrant had 322,815.17 shares of Class A common stock outstanding and no shares of Class B common stock outstanding.
Part I - Financial Information
Item 1. Financial Statements
Euramax International, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
(Thousands of U.S. Dollars)
(Unaudited)
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Successor |
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Predecessor |
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Three
months |
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Three
months |
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Net sales |
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$ |
195,403 |
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$ |
146,158 |
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Costs and expenses: |
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Cost of goods sold |
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156,883 |
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117,566 |
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Selling and general |
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19,876 |
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15,590 |
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Depreciation and amortization |
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5,115 |
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3,745 |
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Earnings from operations |
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13,529 |
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9,257 |
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Interest expense, net |
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(5,757 |
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(5,448 |
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Other income, net |
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771 |
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214 |
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Earnings before income taxes |
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8,543 |
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4,023 |
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Provision for income taxes |
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2,944 |
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1,581 |
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Net earnings |
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$ |
5,599 |
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$ |
2,442 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Euramax International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Thousands of U.S. Dollars)
(Unaudited)
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Successor |
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March 26, |
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December 26, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
30,582 |
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$ |
48,227 |
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Accounts receivable, net |
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137,651 |
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121,689 |
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Inventories |
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104,104 |
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89,543 |
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Other current assets |
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10,640 |
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8,188 |
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Total current assets |
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282,977 |
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267,647 |
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Property, plant and equipment, net |
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137,685 |
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141,437 |
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Goodwill, net |
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175,723 |
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176,394 |
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Deferred income taxes |
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4,460 |
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3,595 |
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Other assets |
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19,603 |
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19,756 |
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$ |
620,448 |
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$ |
608,829 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Cash overdrafts |
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$ |
499 |
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$ |
436 |
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Accounts payable |
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95,014 |
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91,689 |
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Accrued expenses and other current liabilities |
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45,940 |
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51,239 |
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Current maturities of long-term debt |
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8,183 |
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7,487 |
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Total current liabilities |
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149,636 |
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150,851 |
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Long-term debt, less current maturities |
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241,914 |
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231,807 |
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Deferred income taxes |
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28,875 |
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29,282 |
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Other liabilities |
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27,681 |
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26,939 |
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Total liabilities |
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448,106 |
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438,879 |
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Shareholders’ equity: |
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Common stock |
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500 |
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500 |
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Additional paid-in capital |
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155,495 |
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155,495 |
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Treasury stock |
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(1,964 |
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(1,964 |
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Restricted stock |
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(3,190 |
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(3,381 |
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Retained earnings |
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20,355 |
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14,756 |
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Accumulated other comprehensive loss |
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1,146 |
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4,544 |
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Total shareholders’ equity |
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172,342 |
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169,950 |
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$ |
620,448 |
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$ |
608,829 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Euramax International, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Thousands of U.S. Dollars)
(Unaudited)
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Successor |
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Predecessor |
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Three
months |
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Three
months |
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Net cash used in operating activities |
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$ |
(24,979 |
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$ |
(826 |
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Cash flows from investing activities: |
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Proceeds from sales of assets |
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40 |
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45 |
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Purchases of businesses |
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(1,219 |
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— |
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Capital expenditures |
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(1,270 |
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(3,026 |
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Net cash used in investing activities |
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(2,449 |
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(2,981 |
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Cash flows from financing activities: |
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Net borrowings on revolving credit facility |
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11,404 |
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5,444 |
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Repayment of long-term debt |
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(1,449 |
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— |
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Changes in cash overdrafts |
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64 |
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(510 |
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Expenses relating to the 2003 Stock Transaction |
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(463 |
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— |
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Repurchase of treasury stock |
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— |
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(1,404 |
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Deferred finance fees |
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(434 |
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(116 |
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Net cash provided by financing activities |
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9,122 |
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3,414 |
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Effect of exchange rate changes on cash |
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661 |
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263 |
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Net decrease in cash and cash equivalents |
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(17,645 |
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(130 |
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