|
|
ý
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
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Maryland
|
36-0879160
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(State or other jurisdiction of incorporation of organization)
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(I.R.S. Employer Identification No.)
|
|
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1420 Kensington Road, Suite 220, Oak Brook, Illinois
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60523
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(Address of principal executive offices)
|
(Zip Code)
|
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Large accelerated filer
|
¨
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|
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Accelerated filer
|
ý
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Non-accelerated filer
|
¨
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(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
¨
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Page
|
|
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Item 1.
|
|
|
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Item 2.
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Item 3.
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Item 4.
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||
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Item 1.
|
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Item 2.
|
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Item 6.
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CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||||
|
As of
|
||||||
|
March 31,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
13,366
|
|
|
$
|
8,454
|
|
Accounts receivable, less allowances of $3,161 and $3,375
|
129,204
|
|
|
131,003
|
|
||
Inventories, principally on last-in first-out basis (replacement cost higher by $129,279 and $129,779)
|
243,331
|
|
|
236,932
|
|
||
Prepaid expenses and other current assets
|
13,156
|
|
|
9,458
|
|
||
Deferred income taxes
|
752
|
|
|
685
|
|
||
Income tax receivable
|
2,264
|
|
|
2,886
|
|
||
Total current assets
|
402,073
|
|
|
389,418
|
|
||
Investment in joint venture
|
38,003
|
|
|
37,443
|
|
||
Goodwill
|
12,973
|
|
|
12,973
|
|
||
Intangible assets, net
|
52,695
|
|
|
56,555
|
|
||
Prepaid pension cost
|
7,494
|
|
|
7,092
|
|
||
Other assets
|
10,502
|
|
|
11,660
|
|
||
Property, plant and equipment
|
|
|
|
||||
Land
|
3,594
|
|
|
4,466
|
|
||
Buildings
|
50,528
|
|
|
52,821
|
|
||
Machinery and equipment
|
182,817
|
|
|
183,923
|
|
||
Property, plant and equipment, at cost
|
236,939
|
|
|
241,210
|
|
||
Less - accumulated depreciation
|
(168,403
|
)
|
|
(168,375
|
)
|
||
Property, plant and equipment, net
|
68,536
|
|
|
72,835
|
|
||
Total assets
|
$
|
592,276
|
|
|
$
|
587,976
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
85,998
|
|
|
$
|
68,782
|
|
Accrued and other liabilities
|
36,034
|
|
|
27,670
|
|
||
Income taxes payable
|
505
|
|
|
328
|
|
||
Current portion of long-term debt
|
734
|
|
|
737
|
|
||
Total current liabilities
|
123,271
|
|
|
97,517
|
|
||
Long-term debt, less current portion
|
313,239
|
|
|
309,377
|
|
||
Deferred income taxes
|
6,585
|
|
|
8,360
|
|
||
Other non-current liabilities
|
3,393
|
|
|
3,655
|
|
||
Pension and postretirement benefit obligations
|
18,775
|
|
|
18,747
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Preferred stock, $0.01 par value—9,988 shares authorized (including 400 Series B Junior Preferred $0.00 par value shares); no shares issued and outstanding at March 31, 2015 and December 31, 2014
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value—60,000 shares authorized and 23,700 shares issued and 23,572 outstanding at March 31, 2015 and 23,630 shares issued and 23,559 outstanding at December 31, 2014
|
236
|
|
|
236
|
|
||
Additional paid-in capital
|
226,853
|
|
|
225,953
|
|
||
Accumulated deficit
|
(50,130
|
)
|
|
(29,424
|
)
|
||
Accumulated other comprehensive loss
|
(48,857
|
)
|
|
(45,565
|
)
|
||
Treasury stock, at cost—128 shares at March 31, 2015 and 71 shares at December 31, 2014
|
(1,089
|
)
|
|
(880
|
)
|
||
Total stockholders’ equity
|
127,013
|
|
|
150,320
|
|
||
Total liabilities and stockholders’ equity
|
$
|
592,276
|
|
|
$
|
587,976
|
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
|
|||||||
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net sales
|
$
|
222,228
|
|
|
$
|
253,410
|
|
Costs and expenses:
|
|
|
|
||||
Cost of materials (exclusive of depreciation and amortization)
|
168,111
|
|
|
188,531
|
|
||
Warehouse, processing and delivery expense
|
27,031
|
|
|
35,381
|
|
||
Sales, general and administrative expense
|
25,535
|
|
|
29,624
|
|
||
Restructuring activity, net
|
831
|
|
|
739
|
|
||
Depreciation and amortization expense
|
6,355
|
|
|
6,457
|
|
||
Operating loss
|
(5,635
|
)
|
|
(7,322
|
)
|
||
Interest expense, net
|
(10,546
|
)
|
|
(9,952
|
)
|
||
Other expense, net
|
(6,225
|
)
|
|
(682
|
)
|
||
Loss before income taxes and equity in earnings of joint venture
|
(22,406
|
)
|
|
(17,956
|
)
|
||
Income taxes
|
825
|
|
|
51
|
|
||
Loss before equity in earnings of joint venture
|
(21,581
|
)
|
|
(17,905
|
)
|
||
Equity in earnings of joint venture
|
875
|
|
|
1,907
|
|
||
Net loss
|
$
|
(20,706
|
)
|
|
$
|
(15,998
|
)
|
|
|
|
|
||||
Basic loss per share
|
$
|
(0.88
|
)
|
|
$
|
(0.69
|
)
|
Diluted loss per share
|
$
|
(0.88
|
)
|
|
$
|
(0.69
|
)
|
Dividends per common share
|
$
|
—
|
|
|
$
|
—
|
|
Comprehensive loss
|
$
|
(23,998
|
)
|
|
$
|
(16,160
|
)
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||
|
For the Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(20,706
|
)
|
|
$
|
(15,998
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
6,355
|
|
|
6,457
|
|
||
Amortization of deferred financing costs and debt discount
|
2,167
|
|
|
1,927
|
|
||
Gain on sale of property, plant and equipment
|
(5,622
|
)
|
|
—
|
|
||
Unrealized gains on commodity hedges
|
(102
|
)
|
|
(208
|
)
|
||
Unrealized foreign currency transaction losses
|
3,823
|
|
|
—
|
|
||
Equity in earnings of joint venture
|
(875
|
)
|
|
(1,907
|
)
|
||
Dividends from joint venture
|
315
|
|
|
607
|
|
||
Deferred taxes
|
(1,538
|
)
|
|
571
|
|
||
Other, net
|
711
|
|
|
243
|
|
||
Increase (decrease) from changes in:
|
|
|
|
||||
Accounts receivable
|
(874
|
)
|
|
(17,930
|
)
|
||
Inventories
|
(10,819
|
)
|
|
904
|
|
||
Prepaid expenses and other current assets
|
(3,921
|
)
|
|
(1,365
|
)
|
||
Other assets
|
(242
|
)
|
|
1,972
|
|
||
Prepaid pension costs
|
620
|
|
|
173
|
|
||
Accounts payable
|
18,668
|
|
|
18,423
|
|
||
Income taxes payable and receivable
|
643
|
|
|
(1,454
|
)
|
||
Accrued and other liabilities
|
8,775
|
|
|
4,818
|
|
||
Postretirement benefit obligations and other liabilities
|
(158
|
)
|
|
(102
|
)
|
||
Net cash used in operating activities
|
(2,780
|
)
|
|
(2,869
|
)
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(2,061
|
)
|
|
(2,012
|
)
|
||
Proceeds from sale of property, plant and equipment
|
7,541
|
|
|
46
|
|
||
Net cash from (used) in investing activities
|
5,480
|
|
|
(1,966
|
)
|
||
Financing activities:
|
|
|
|
||||
Proceeds from long-term debt
|
206,900
|
|
|
11,506
|
|
||
Repayments of long-term debt
|
(204,357
|
)
|
|
(11,605
|
)
|
||
Other financing activities
|
—
|
|
|
45
|
|
||
Net cash from (used in) financing activities
|
2,543
|
|
|
(54
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(331
|
)
|
|
(232
|
)
|
||
Net change in cash and cash equivalents
|
4,912
|
|
|
(5,121
|
)
|
||
Cash and cash equivalents - beginning of year
|
8,454
|
|
|
30,829
|
|
||
Cash and cash equivalents - end of period
|
$
|
13,366
|
|
|
$
|
25,708
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2015
|
|
2014
|
||||
Numerator:
|
|
|
|
||||
Net loss
|
$
|
(20,706
|
)
|
|
$
|
(15,998
|
)
|
Denominator:
|
|
|
|
||||
Denominator for basic loss per share:
|
|
|
|
||||
Weighted average common shares outstanding
|
23,459
|
|
|
23,324
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Outstanding common stock equivalents
|
—
|
|
|
—
|
|
||
Denominator for diluted earnings per share
|
23,459
|
|
|
23,324
|
|
||
Basic loss per share
|
$
|
(0.88
|
)
|
|
$
|
(0.69
|
)
|
Diluted loss per share
|
$
|
(0.88
|
)
|
|
$
|
(0.69
|
)
|
Excluded outstanding share-based awards having an anti-dilutive effect
|
356
|
|
|
1,049
|
|
||
Excluded "in the money" portion of Convertible Notes having an anti-dilutive effect
|
—
|
|
|
1,610
|
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net sales
|
$
|
52,606
|
|
|
$
|
65,251
|
|
Cost of materials
|
44,350
|
|
|
54,303
|
|
||
Income before taxes
|
1,990
|
|
|
4,804
|
|
||
Net income
|
1,750
|
|
|
3,814
|
|
|
Metals
Segment
|
|
Plastics
Segment
|
|
Total
|
||||||
Balance as of January 1, 2015
|
|
|
|
|
|
||||||
Goodwill
|
$
|
116,377
|
|
|
$
|
12,973
|
|
|
$
|
129,350
|
|
Accumulated impairment losses
|
(116,377
|
)
|
|
—
|
|
|
(116,377
|
)
|
|||
Balance as of January 1, 2015
|
—
|
|
|
12,973
|
|
|
12,973
|
|
|||
Balance as of March 31, 2015
|
|
|
|
|
|
||||||
Goodwill
|
116,377
|
|
|
12,973
|
|
|
129,350
|
|
|||
Accumulated impairment losses
|
(116,377
|
)
|
|
—
|
|
|
(116,377
|
)
|
|||
Balance as of March 31, 2015
|
$
|
—
|
|
|
$
|
12,973
|
|
|
$
|
12,973
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Customer relationships
|
$
|
114,785
|
|
|
$
|
67,008
|
|
|
$
|
116,268
|
|
|
$
|
64,922
|
|
Non-compete agreements
|
3,888
|
|
|
3,888
|
|
|
3,888
|
|
|
3,888
|
|
||||
Trade name
|
7,708
|
|
|
2,790
|
|
|
7,864
|
|
|
2,655
|
|
||||
Developed technology
|
1,400
|
|
|
1,400
|
|
|
1,400
|
|
|
1,400
|
|
||||
Total
|
$
|
127,781
|
|
|
$
|
75,086
|
|
|
$
|
129,420
|
|
|
$
|
72,865
|
|
2015
|
$
|
10,650
|
|
2016
|
10,650
|
|
|
2017
|
8,626
|
|
|
2018
|
4,514
|
|
|
2019
|
4,514
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
LONG-TERM DEBT
|
|
|
|
||||
12.75% Senior Secured Notes due December 15, 2016
|
$
|
210,000
|
|
|
$
|
210,000
|
|
7.0% Convertible Notes due December 15, 2017
|
57,500
|
|
|
57,500
|
|
||
Revolving Credit Facility due December 10, 2019
|
62,000
|
|
|
59,200
|
|
||
Other, primarily capital leases
|
993
|
|
|
1,257
|
|
||
Total long-term debt
|
330,493
|
|
|
327,957
|
|
||
Less: unamortized discount
|
(16,520
|
)
|
|
(17,843
|
)
|
||
Less: current portion
|
(734
|
)
|
|
(737
|
)
|
||
Total long-term portion
|
313,239
|
|
|
309,377
|
|
||
TOTAL DEBT
|
$
|
313,973
|
|
|
$
|
310,114
|
|
Company's stock price at the end of the period
|
$
|
3.65
|
|
Expected volatility
|
50.3
|
%
|
|
Credit spreads
|
20.80
|
%
|
|
Risk-free interest rate
|
0.79
|
%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
(a)
|
||||||||
As of March 31, 2015
|
|
|
|
|
|
|
|
||||||||
Derivative liability for commodity hedges
|
$
|
—
|
|
|
$
|
1,512
|
|
|
$
|
—
|
|
|
$
|
1,512
|
|
As of December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Derivative liability for commodity hedges
|
$
|
—
|
|
|
$
|
1,615
|
|
|
$
|
—
|
|
|
$
|
1,615
|
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net loss
|
$
|
(20,706
|
)
|
|
$
|
(15,998
|
)
|
Foreign currency translation adjustments
|
(4,314
|
)
|
|
(415
|
)
|
||
Change in unrecognized pension and postretirement benefit costs, net of tax
|
1,022
|
|
|
253
|
|
||
Total comprehensive loss
|
$
|
(23,998
|
)
|
|
$
|
(16,160
|
)
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Foreign currency translation losses
|
$
|
(14,308
|
)
|
|
$
|
(9,994
|
)
|
Unrecognized pension and postretirement benefit costs, net of tax
|
(34,549
|
)
|
|
(35,571
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(48,857
|
)
|
|
$
|
(45,565
|
)
|
|
Defined Benefit Pension and Postretirement Items
|
|
Foreign Currency Items
|
|
Total
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Balance as of January 1,
|
$
|
(35,571
|
)
|
|
$
|
(14,126
|
)
|
|
$
|
(9,994
|
)
|
|
$
|
(4,617
|
)
|
|
$
|
(45,565
|
)
|
|
$
|
(18,743
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
—
|
|
|
(4,314
|
)
|
|
(415
|
)
|
|
(4,314
|
)
|
|
(415
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
(a)
|
1,022
|
|
|
253
|
|
|
—
|
|
|
—
|
|
|
1,022
|
|
|
253
|
|
||||||
Net current period other comprehensive income (loss)
|
1,022
|
|
|
253
|
|
|
(4,314
|
)
|
|
(415
|
)
|
|
(3,292
|
)
|
|
(162
|
)
|
||||||
Balance as of March 31,
|
$
|
(34,549
|
)
|
|
$
|
(13,873
|
)
|
|
$
|
(14,308
|
)
|
|
$
|
(5,032
|
)
|
|
$
|
(48,857
|
)
|
|
$
|
(18,905
|
)
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Unrecognized pension and postretirement benefit items:
|
|
|
|
||||
Prior service cost
(b)
|
$
|
(94
|
)
|
|
$
|
(71
|
)
|
Actuarial loss
(b)
|
(928
|
)
|
|
(345
|
)
|
||
Total before tax
|
(1,022
|
)
|
|
(416
|
)
|
||
Tax effect
|
—
|
|
|
163
|
|
||
Total reclassifications for the period, net of tax
|
$
|
(1,022
|
)
|
|
$
|
(253
|
)
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Service cost
|
$
|
237
|
|
|
$
|
127
|
|
Interest cost
|
1,795
|
|
|
1,740
|
|
||
Expected return on assets
|
(2,317
|
)
|
|
(2,095
|
)
|
||
Amortization of prior service cost
|
94
|
|
|
71
|
|
||
Amortization of actuarial loss
|
928
|
|
|
345
|
|
||
Net periodic pension and postretirement benefit cost
|
$
|
737
|
|
|
$
|
188
|
|
Contributions paid
|
$
|
—
|
|
|
$
|
—
|
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Moving costs associated with plant consolidations
|
$
|
—
|
|
|
$
|
739
|
|
Professional fees
|
831
|
|
|
—
|
|
||
Total
|
$
|
831
|
|
|
$
|
739
|
|
U.S. Federal
|
2011 to 2014
|
U.S. States
|
2010 to 2014
|
Foreign
|
2009 to 2014
|
|
Net
Sales
|
|
Operating
(Loss) Income
|
|
Capital
Expenditures
|
|
Depreciation &
Amortization
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Metals segment
|
$
|
188,540
|
|
|
$
|
(3,004
|
)
|
|
$
|
1,837
|
|
|
$
|
5,894
|
|
Plastics segment
|
33,688
|
|
|
1,230
|
|
|
224
|
|
|
461
|
|
||||
Other
(a)
|
—
|
|
|
(3,861
|
)
|
|
—
|
|
|
—
|
|
||||
Consolidated
|
$
|
222,228
|
|
|
$
|
(5,635
|
)
|
|
$
|
2,061
|
|
|
$
|
6,355
|
|
2014
|
|
|
|
|
|
|
|
||||||||
Metals segment
|
$
|
219,063
|
|
|
$
|
(6,232
|
)
|
|
$
|
1,878
|
|
|
$
|
6,056
|
|
Plastics segment
|
34,347
|
|
|
1,507
|
|
|
134
|
|
|
401
|
|
||||
Other
(a)
|
—
|
|
|
(2,597
|
)
|
|
—
|
|
|
—
|
|
||||
Consolidated
|
$
|
253,410
|
|
|
$
|
(7,322
|
)
|
|
$
|
2,012
|
|
|
$
|
6,457
|
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Operating loss
|
$
|
(5,635
|
)
|
|
$
|
(7,322
|
)
|
Interest expense, net
|
(10,546
|
)
|
|
(9,952
|
)
|
||
Other expense, net
|
(6,225
|
)
|
|
(682
|
)
|
||
Loss before income taxes and equity in earnings of joint venture
|
(22,406
|
)
|
|
(17,956
|
)
|
||
Equity in earnings of joint venture
|
875
|
|
|
1,907
|
|
||
Consolidated loss before income taxes
|
$
|
(21,531
|
)
|
|
$
|
(16,049
|
)
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Metals segment
|
$
|
491,447
|
|
|
$
|
489,563
|
|
Plastics segment
|
62,826
|
|
|
60,970
|
|
||
Other
(a)
|
38,003
|
|
|
37,443
|
|
||
Consolidated
|
$
|
592,276
|
|
|
$
|
587,976
|
|
Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income
For the Three Months Ended March 31, 2015
|
|||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
132,450
|
|
|
$
|
33,688
|
|
|
$
|
59,000
|
|
|
$
|
(2,910
|
)
|
|
$
|
222,228
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of materials (exclusive of depreciation and amortization)
|
99,793
|
|
|
23,990
|
|
|
47,238
|
|
|
(2,910
|
)
|
|
168,111
|
|
|||||
Warehouse, processing and delivery expense
|
17,542
|
|
|
2,918
|
|
|
6,571
|
|
|
—
|
|
|
27,031
|
|
|||||
Sales, general and administrative expense
|
17,342
|
|
|
4,567
|
|
|
3,626
|
|
|
—
|
|
|
25,535
|
|
|||||
Restructuring activity
|
831
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
831
|
|
|||||
Depreciation and amortization expense
|
4,743
|
|
|
599
|
|
|
1,013
|
|
|
—
|
|
|
6,355
|
|
|||||
Operating (loss) income
|
(7,801
|
)
|
|
1,614
|
|
|
552
|
|
|
—
|
|
|
(5,635
|
)
|
|||||
Interest expense, net
|
(6,413
|
)
|
|
—
|
|
|
(4,133
|
)
|
|
—
|
|
|
(10,546
|
)
|
|||||
Other expense, net
|
—
|
|
|
—
|
|
|
(6,225
|
)
|
|
—
|
|
|
(6,225
|
)
|
|||||
(Loss) income before income taxes and equity in earnings of subsidiaries and joint venture
|
(14,214
|
)
|
|
1,614
|
|
|
(9,806
|
)
|
|
—
|
|
|
(22,406
|
)
|
|||||
Income taxes
|
447
|
|
|
(613
|
)
|
|
991
|
|
|
—
|
|
|
825
|
|
|||||
Equity in losses of subsidiaries
|
(7,814
|
)
|
|
—
|
|
|
—
|
|
|
7,814
|
|
|
—
|
|
|||||
Equity in earnings of joint venture
|
875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
875
|
|
|||||
Net (loss) income
|
$
|
(20,706
|
)
|
|
$
|
1,001
|
|
|
$
|
(8,815
|
)
|
|
$
|
7,814
|
|
|
$
|
(20,706
|
)
|
Comprehensive (loss) income
|
$
|
(23,998
|
)
|
|
$
|
1,001
|
|
|
$
|
(13,129
|
)
|
|
$
|
12,128
|
|
|
$
|
(23,998
|
)
|
Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income
For the Three Months Ended March 31, 2014
|
|||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
164,206
|
|
|
$
|
34,347
|
|
|
$
|
59,966
|
|
|
$
|
(5,109
|
)
|
|
$
|
253,410
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of materials (exclusive of depreciation and amortization)
|
121,912
|
|
|
24,105
|
|
|
47,623
|
|
|
(5,109
|
)
|
|
188,531
|
|
|||||
Warehouse, processing and delivery expense
|
26,003
|
|
|
2,982
|
|
|
6,396
|
|
|
—
|
|
|
35,381
|
|
|||||
Sales, general and administrative expense
|
19,961
|
|
|
4,829
|
|
|
4,834
|
|
|
—
|
|
|
29,624
|
|
|||||
Restructuring activity
|
739
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
739
|
|
|||||
Depreciation and amortization expense
|
4,890
|
|
|
532
|
|
|
1,035
|
|
|
—
|
|
|
6,457
|
|
|||||
Operating (loss) income
|
(9,299
|
)
|
|
1,899
|
|
|
78
|
|
|
—
|
|
|
(7,322
|
)
|
|||||
Interest expense, net
|
(6,166
|
)
|
|
—
|
|
|
(3,786
|
)
|
|
—
|
|
|
(9,952
|
)
|
|||||
Other expense, net
|
—
|
|
|
—
|
|
|
(682
|
)
|
|
—
|
|
|
(682
|
)
|
|||||
(Loss) income before income taxes and equity in earnings of subsidiaries and joint venture
|
(15,465
|
)
|
|
1,899
|
|
|
(4,390
|
)
|
|
—
|
|
|
(17,956
|
)
|
|||||
Income taxes
|
2,574
|
|
|
(380
|
)
|
|
(2,143
|
)
|
|
—
|
|
|
51
|
|
|||||
Equity in losses of subsidiaries
|
(5,014
|
)
|
|
—
|
|
|
—
|
|
|
5,014
|
|
|
—
|
|
|||||
Equity in earnings of joint venture
|
1,907
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,907
|
|
|||||
Net (loss) income
|
$
|
(15,998
|
)
|
|
$
|
1,519
|
|
|
$
|
(6,533
|
)
|
|
$
|
5,014
|
|
|
$
|
(15,998
|
)
|
Comprehensive (loss) income
|
$
|
(16,160
|
)
|
|
$
|
1,519
|
|
|
$
|
(6,948
|
)
|
|
$
|
5,429
|
|
|
$
|
(16,160
|
)
|
Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2015
|
|||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(20,706
|
)
|
|
$
|
1,001
|
|
|
$
|
(8,815
|
)
|
|
$
|
7,814
|
|
|
$
|
(20,706
|
)
|
Equity in losses of subsidiaries
|
7,814
|
|
|
—
|
|
|
—
|
|
|
(7,814
|
)
|
|
—
|
|
|||||
Adjustments to reconcile net (loss) income to cash from (used in) operating activities
|
21,121
|
|
|
1,294
|
|
|
(4,489
|
)
|
|
—
|
|
|
17,926
|
|
|||||
Net cash from (used in) operating activities
|
8,229
|
|
|
2,295
|
|
|
(13,304
|
)
|
|
—
|
|
|
(2,780
|
)
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(1,257
|
)
|
|
(273
|
)
|
|
(531
|
)
|
|
—
|
|
|
(2,061
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
7,541
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,541
|
|
|||||
Net advances to subsidiaries
|
(13,627
|
)
|
|
—
|
|
|
—
|
|
|
13,627
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
(7,343
|
)
|
|
(273
|
)
|
|
(531
|
)
|
|
13,627
|
|
|
5,480
|
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
206,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206,900
|
|
|||||
Repayments of long-term debt
|
(204,350
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(204,357
|
)
|
|||||
Net intercompany (repayments) borrowings
|
—
|
|
|
(2,029
|
)
|
|
15,656
|
|
|
(13,627
|
)
|
|
—
|
|
|||||
Net cash from (used in) financing activities
|
2,550
|
|
|
(2,029
|
)
|
|
15,649
|
|
|
(13,627
|
)
|
|
2,543
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(331
|
)
|
|
—
|
|
|
(331
|
)
|
|||||
Net change in cash and cash equivalents
|
3,436
|
|
|
(7
|
)
|
|
1,483
|
|
|
—
|
|
|
4,912
|
|
|||||
Cash and cash equivalents - beginning of year
|
511
|
|
|
977
|
|
|
6,966
|
|
|
—
|
|
|
8,454
|
|
|||||
Cash and cash equivalents - end of period
|
$
|
3,947
|
|
|
$
|
970
|
|
|
$
|
8,449
|
|
|
$
|
—
|
|
|
$
|
13,366
|
|
Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2014
|
|||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(15,998
|
)
|
|
$
|
1,519
|
|
|
$
|
(6,533
|
)
|
|
$
|
5,014
|
|
|
$
|
(15,998
|
)
|
Equity in losses of subsidiaries
|
5,014
|
|
|
—
|
|
|
—
|
|
|
(5,014
|
)
|
|
—
|
|
|||||
Adjustments to reconcile net (loss) income to cash from (used in) operating activities
|
13,635
|
|
|
(1,399
|
)
|
|
893
|
|
|
—
|
|
|
13,129
|
|
|||||
Net cash from (used in) operating activities
|
2,651
|
|
|
120
|
|
|
(5,640
|
)
|
|
—
|
|
|
(2,869
|
)
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(1,236
|
)
|
|
(149
|
)
|
|
(627
|
)
|
|
—
|
|
|
(2,012
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
3
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
46
|
|
|||||
Net cash used in investing activities
|
(1,233
|
)
|
|
(149
|
)
|
|
(584
|
)
|
|
—
|
|
|
(1,966
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
10,500
|
|
|
—
|
|
|
1,006
|
|
|
—
|
|
|
11,506
|
|
|||||
Repayments of long-term debt
|
(10,593
|
)
|
|
—
|
|
|
(1,012
|
)
|
|
—
|
|
|
(11,605
|
)
|
|||||
Net intercompany (repayments) borrowings
|
(6,152
|
)
|
|
884
|
|
|
5,268
|
|
|
—
|
|
|
—
|
|
|||||
Other financing activities
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||
Net cash (used in) from financing activities
|
(6,200
|
)
|
|
884
|
|
|
5,262
|
|
|
—
|
|
|
(54
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(232
|
)
|
|
—
|
|
|
(232
|
)
|
|||||
Net change in cash and cash equivalents
|
(4,782
|
)
|
|
855
|
|
|
(1,194
|
)
|
|
—
|
|
|
(5,121
|
)
|
|||||
Cash and cash equivalents - beginning of year
|
8,675
|
|
|
495
|
|
|
21,659
|
|
|
—
|
|
|
30,829
|
|
|||||
Cash and cash equivalents - end of period
|
$
|
3,893
|
|
|
$
|
1,350
|
|
|
$
|
20,465
|
|
|
$
|
—
|
|
|
$
|
25,708
|
|
YEAR
|
Qtr 1
|
|
Qtr 2
|
|
Qtr 3
|
|
Qtr 4
|
||||
2013
|
52.9
|
|
|
50.2
|
|
|
55.8
|
|
|
56.9
|
|
2014
|
52.7
|
|
|
55.2
|
|
|
57.6
|
|
|
57.7
|
|
2015
|
52.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
Favorable/(Unfavorable)
|
|||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Net Sales
|
|
|
|
|
|
|
|
|||||||
Metals
|
$
|
188.5
|
|
|
$
|
219.1
|
|
|
$
|
(30.5
|
)
|
|
(13.9
|
)%
|
Plastics
|
33.7
|
|
|
34.3
|
|
|
(0.7
|
)
|
|
(1.9
|
)%
|
|||
Total Net Sales
|
$
|
222.2
|
|
|
$
|
253.4
|
|
|
$
|
(31.2
|
)
|
|
(12.3
|
)%
|
Cost of Materials
|
|
|
|
|
|
|
|
|||||||
Metals
|
$
|
144.1
|
|
|
$
|
164.4
|
|
|
$
|
20.3
|
|
|
12.3
|
%
|
% of Metals Sales
|
76.4
|
%
|
|
75.1
|
%
|
|
|
|
|
|||||
Plastics
|
24.0
|
|
|
24.1
|
|
|
0.1
|
|
|
0.5
|
%
|
|||
% of Plastics Sales
|
71.2
|
%
|
|
70.2
|
%
|
|
|
|
|
|||||
Total Cost of Materials
|
$
|
168.1
|
|
|
$
|
188.5
|
|
|
$
|
20.4
|
|
|
10.8
|
%
|
% of Total Sales
|
75.6
|
%
|
|
74.4
|
%
|
|
|
|
|
|||||
Operating Costs and Expenses
|
|
|
|
|
|
|
|
|||||||
Metals
|
$
|
47.4
|
|
|
$
|
60.9
|
|
|
$
|
13.4
|
|
|
22.1
|
%
|
Plastics
|
8.5
|
|
|
8.7
|
|
|
0.3
|
|
|
3.1
|
%
|
|||
Other
|
3.9
|
|
|
2.6
|
|
|
(1.3
|
)
|
|
(48.7
|
)%
|
|||
Total Operating Costs & Expenses
|
$
|
59.8
|
|
|
$
|
72.2
|
|
|
$
|
12.4
|
|
|
17.2
|
%
|
% of Total Sales
|
26.9
|
%
|
|
28.5
|
%
|
|
|
|
|
|||||
Operating (Loss) Income
|
|
|
|
|
|
|
|
|||||||
Metals
|
$
|
(3.0
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
3.2
|
|
|
51.8
|
%
|
% of Metals Sales
|
(1.6
|
)%
|
|
(2.8
|
)%
|
|
|
|
|
|||||
Plastics
|
1.2
|
|
|
1.5
|
|
|
(0.3
|
)
|
|
(18.4
|
)%
|
|||
% of Plastics Sales
|
3.7
|
%
|
|
4.4
|
%
|
|
|
|
|
|||||
Other
|
(3.9
|
)
|
|
(2.6
|
)
|
|
(1.3
|
)
|
|
(48.7
|
)%
|
|||
Total Operating Loss
|
$
|
(5.6
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
1.7
|
|
|
23.0
|
%
|
% of Total Sales
|
(2.5
|
)%
|
|
(2.9
|
)%
|
|
|
|
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net cash used in operating activities
|
$
|
(2.8
|
)
|
|
$
|
(2.9
|
)
|
Net cash from (used) in investing activities
|
5.5
|
|
|
(2.0
|
)
|
||
Net cash from (used in) financing activities
|
2.5
|
|
|
—
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(0.3
|
)
|
|
(0.2
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
4.9
|
|
|
$
|
(5.1
|
)
|
•
|
During the
three months ended March 31, 2015
, accounts receivable compared to year-end
2014
resulted in
$0.9 million
of cash flow use compared to
$17.9 million
of cash flow use for the same period last year. Average receivable days outstanding was
53.0
days for the
three months ended March 31, 2015
compared to
49.3
days for the
three months ended March 31, 2014
.
|
•
|
During the
three months ended March 31, 2015
, higher inventory levels, compared to year-end
2014
, used
$10.8 million
of cash compared to lower inventory levels that were a
$0.9 million
cash flow source for the
three months ended March 31, 2014
. Inventory levels increased late in 2014 due to certain discrete initiatives as well as forecasting policies and purchasing plans which have since been changed. However, the rapid unfavorable changes in market dynamics resulted in inventories not being aligned with revenue forecasts. During the
three months ended March 31, 2015
the Company has been adjusting the inventory deployment initiatives to better align inventory at the facilities. Although certain orders were canceled, the Company was not able to cancel enough mill purchase orders to decrease inventory levels. Average days sales in inventory was
200.6
days for the
three months ended March 31, 2015
compared to
163.6
days for the
three months ended March 31, 2014
.
|
•
|
During the
three months ended March 31, 2015
, increases in accounts payable and accrued liabilities were a
$27.4 million
cash flow source compared to a
$23.2 million
cash flow source for the same period last year. Accounts payable days outstanding was
45.2
days for the
three months ended March 31, 2015
compared to
40.7
days for the same period last year.
|
Maximum borrowing capacity
|
$
|
125.0
|
|
Borrowings
|
(62.0
|
)
|
|
Minimum excess availability before triggering Cash Dominion
|
(15.6
|
)
|
|
Letters of credit and other reserves
|
(9.3
|
)
|
|
Additional unrestricted borrowing capacity
|
$
|
38.1
|
|
|
March 31,
|
|
December 31,
|
|
Increase (Decrease)
|
||||||
|
2015
|
|
2014
|
|
to Working Capital
|
||||||
Working capital
|
$
|
278.8
|
|
|
$
|
291.9
|
|
|
$
|
(13.1
|
)
|
Cash and cash equivalents
|
13.4
|
|
|
8.5
|
|
|
4.9
|
|
|||
Accounts receivable
|
129.2
|
|
|
131.0
|
|
|
(1.8
|
)
|
|||
Inventories
|
243.3
|
|
|
236.9
|
|
|
6.4
|
|
|||
Accounts payable
|
86.0
|
|
|
68.8
|
|
|
(17.2
|
)
|
|||
Accrued and other liabilities
|
36.0
|
|
|
27.7
|
|
|
(8.3
|
)
|
|
Senior Debt Rating
|
|
Outlook
|
Moody's Investors Services
|
Caa2
|
|
Negative
|
Standard & Poor's
|
CCC+
|
|
Negative
|
2015 (remaining nine months)
|
$
|
0.4
|
|
2016
|
210.5
|
|
|
2017
|
57.6
|
|
|
2018
|
—
|
|
|
2019
(a)
|
62.0
|
|
|
2019 and beyond
|
—
|
|
|
Total debt
|
$
|
330.5
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 6.
|
Exhibits
|
|
|
|
A. M. Castle & Co.
|
|
|
|
(Registrant)
|
Date:
|
April 29, 2015
|
By:
|
/s/ Patrick R. Anderson
|
|
|
|
Patrick R. Anderson
|
|
|
|
Interim Vice President, Chief Financial Officer & Treasurer and Vice President, Corporate Controller & Chief Accounting Officer
|
|
|
|
(Mr. Anderson has been authorized to sign on behalf of the Registrant.)
|
Exhibit No.
|
|
Description
|
Page
|
3.1
|
|
Amended and Restated Bylaws of A.M. Castle & Co. adopted March 17, 2015. Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2015. Commission File No. 1-05415.
|
|
10.1
|
|
Settlement Agreement dated March 17, 2015, by and among A.M. Castle & Co., Raging Capital Management, LLC and certain of their affiliates, and Steven W. Scheinkman, Kenneth H. Traub, and Allan J. Young. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2015. Commission File No. 1-05415.
|
|
10.2*
|
|
Bonus Award Letter dated March 17, 2015, between A.M. Castle & Co. and Marec E. Edgar.
|
E-1
|
10.3*
|
|
Employment Offer Letter dated April 16, 2015, between A.M. Castle & Co. and Steven W. Scheinkman. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2015. Commission File No. 1-05415.
|
|
10.4*
|
|
Severance Agreement dated April 16, 2015, between A.M. Castle & Co. and Steven W. Scheinkman. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2015. Commission File No. 1-05415.
|
|
10.5*
|
|
Change in Control Agreement dated April 16, 2015, bteween A.M. Castle & Co. and Steven W. Scheinkman. Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2015. Commission File No. 1-05415.
|
|
10.6*
|
|
Separation and General Release dated April 16, 2015, between A.M. Castle & Co. and Scott Dolan. Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2015. Commission File No. 1-05415.
|
|
10.7
|
|
First Amendment to Settlement Agreement dated April 22, 2015, by and among A.M. Castle & Co., Raging Capital Management, LLC and certain of their affiliates, and Steven W. Scheinkman, Kenneth H. Traub, and Allan J. Young. Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2015. Commission File No. 1-05415.
|
|
31.1
|
|
CEO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
|
E-2
|
31.2
|
|
CFO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
|
E-3
|
32.1
|
|
CEO and CFO Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|
E-4
|
101.INS
|
|
XBRL Instance Document
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
|
|
*
|
|
This agreement is considered a compensatory plan or arrangement.
|
|
1420 Kensington Road
Suite 220
Oak Brook, IL 60523
amcastle.com
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of A. M. Castle & Co. (the “Company”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
4.
|
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the Company and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting; and
|
5.
|
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
|
Date:
|
April 29, 2015
|
|
/s/ Steven W. Scheinkman
|
|
|
|
Steven W. Scheinkman
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of A. M. Castle & Co. (the “Company”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
4.
|
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the Company and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting; and
|
5.
|
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
|
Date:
|
April 29, 2015
|
|
/s/ Patrick R. Anderson
|
|
|
|
Patrick R. Anderson
|
|
|
|
Interim Vice President, Chief Financial Officer & Treasurer and Vice President, Corporate Controller & Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of the Company.
|
|
|
/s/ Steven W. Scheinkman
|
|
|
Steven W. Scheinkman
|
|
|
President and Chief Executive Officer
|
|
|
April 29, 2015
|
|
|
|
|
|
/s/ Patrick R. Anderson
|
|
|
Patrick R. Anderson
|
|
|
Interim Vice President, Chief Financial Officer & Treasurer and Vice President, Corporate Controller & Chief Accounting Officer
|
|
|
April 29, 2015
|