|
|
Maryland
|
|
36-0879160
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
1420 Kensington Road, Suite 220, Oak Brook, Illinois
|
|
60523
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock - $0.01 par value
|
|
New York Stock Exchange
|
|
Large Accelerated Filer
|
|
¨
|
|
Accelerated Filer
|
|
x
|
|
|
|
|
|
|
|
Non-Accelerated Filer
|
|
¨
|
|
Smaller Reporting Company
|
|
¨
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Metals
|
83
|
%
|
|
86
|
%
|
|
87
|
%
|
Plastics
|
17
|
%
|
|
14
|
%
|
|
13
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
it may be more difficult for us to satisfy our financial obligations;
|
•
|
our ability to obtain additional financing for working capital, capital expenditures, strategic acquisitions or general corporate purposes may be impaired;
|
•
|
we must use a substantial portion of our cash flow from operations to pay interest on our indebtedness, which will reduce the funds available to use for operations and other purposes, including potentially accretive acquisitions;
|
•
|
our ability to fund a change of control offer under our debt instruments may be limited;
|
•
|
our substantial level of indebtedness could place us at a competitive disadvantage compared to our competitors that may have proportionately less debt;
|
•
|
our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate may be limited; and
|
•
|
our substantial level of indebtedness may make us more vulnerable to economic downturns and adverse developments in our business.
|
•
|
incur additional indebtedness unless certain financial tests are satisfied or issue disqualified capital stock;
|
•
|
pay dividends, redeem subordinated debt or make other restricted payments;
|
•
|
make certain investments or acquisitions;
|
•
|
issue stock of subsidiaries;
|
•
|
grant or permit certain liens on our assets;
|
•
|
enter into certain transactions with affiliates;
|
•
|
merge, consolidate or transfer substantially all of our assets;
|
•
|
incur dividend or other payment restrictions affecting certain of our subsidiaries;
|
•
|
transfer, sell or acquire assets, including capital stock of our subsidiaries; and
|
•
|
change the business we conduct.
|
•
|
potential for adverse change in the local political or social climate or in government policies, laws and regulations;
|
•
|
difficulty staffing and managing geographically diverse operations and the application of foreign labor regulations;
|
•
|
restrictions on imports and exports or sources of supply;
|
•
|
currency exchange rate risk; and
|
•
|
change in duties and taxes.
|
•
|
damage to or inoperability of our warehouse or related systems;
|
•
|
a prolonged power or telecommunication failure;
|
•
|
a natural disaster, environmental or public health issue, or an act of war or terrorism on-site.
|
Locations
|
Approximate
Floor Area in
Square Feet
|
|
|
Metals Segment
|
|
|
|
North America
|
|
|
|
Bedford Heights, Ohio
|
374,400
|
|
(1)
|
Charlotte, North Carolina
|
116,500
|
|
(1)
|
Edmonton, Alberta
|
87,100
|
|
(4)
|
Fairless Hills, Pennsylvania
|
71,600
|
|
(1)
|
Fort Smith, Arkansas
|
24,800
|
|
|
Grand Prairie, Texas
|
78,000
|
|
(1)
|
Hammond, Indiana (H-A Industries)
|
243,000
|
|
|
Houston, Texas
|
274,000
|
|
(3)(4)
|
Janesville, Wisconsin
|
208,000
|
|
|
Kennesaw, Georgia
|
87,500
|
|
|
Mexicali, Mexico
|
21,200
|
|
|
Mississauga, Ontario
|
57,000
|
|
|
Paramount, California
|
155,500
|
|
|
Santa Cantarina, Nuevo Leon, Mexico
|
112,000
|
|
|
Saskatoon, Saskatchewan
|
15,000
|
|
|
Selkirk, Manitoba
|
50,000
|
|
(1)
|
Stockton, California
|
60,000
|
|
|
Wichita, Kansas
|
102,000
|
|
|
Europe
|
|
|
|
Blackburn, England
|
62,140
|
|
|
Trafford Park, England
|
30,000
|
|
|
Montoir de Bretagne, France
|
38,940
|
|
|
Asia
|
|
|
|
Shanghai, China
|
45,700
|
|
|
Singapore
|
76,000
|
|
|
Sales Offices
|
|
|
|
Bilbao, Spain
|
(Intentionally left blank)
|
|
|
Fairfield, Ohio
|
(Intentionally left blank)
|
|
|
Kansas City, Missouri
|
(Intentionally left blank)
|
|
|
Total Metals Segment
|
2,390,380
|
|
|
|
|
|
Locations
|
Approximate
Floor Area in
Square Feet
|
|
|
Plastics Segment
|
|
|
|
Baltimore, Maryland
|
24,000
|
|
|
Bronx, New York
|
18,500
|
|
|
Cleveland, Ohio
|
8,580
|
|
|
Cranston, Rhode Island
|
14,900
|
|
|
Detroit, Michigan
|
22,000
|
|
|
Elk Grove Village, Illinois
|
22,500
|
|
|
Fort Wayne, Indiana
|
17,600
|
|
|
Grand Rapids, Michigan
|
42,500
|
|
(1)
|
Harrisburg, Pennsylvania
|
13,880
|
|
|
Indianapolis, Indiana
|
13,500
|
|
|
Kalamazoo, Michigan
|
102,650
|
|
|
Knoxville, Tennessee
|
16,530
|
|
|
New Philadelphia, Ohio
|
15,700
|
|
|
Pittsburgh, Pennsylvania
|
12,800
|
|
|
Rockford, Michigan
|
53,650
|
|
|
Tampa, Florida
|
17,700
|
|
|
Walker, Michigan
|
59,630
|
|
|
Total Plastics Segment
|
476,620
|
|
|
Headquarters
|
|
|
|
Oak Brook, Illinois
|
39,360
|
|
(2)
|
GRAND TOTAL
|
2,906,360
|
|
|
(1)
|
Represents owned facility.
|
(2)
|
The Company’s principal executive office does not include a distribution center.
|
(3)
|
Represents two leased facilities.
|
(4)
|
In February 2016, the Company announced the sale of all inventory held at these locations as well as the planned closure of these facilities in 2016.
|
Name and Title
|
Age
|
|
Business Experience
|
|
Patrick R. Anderson
Executive Vice President, Chief Financial Officer & Treasurer
|
44
|
|
|
Mr. Anderson began his employment with the registrant in 2007 as Vice President, Corporate Controller and Chief Accounting Officer. In September 2014, he was appointed to the position of Interim Vice President, Chief Financial Officer and Treasurer, and in May 2015 was appointed to his current role as the Executive Vice President, Chief Financial Officer & Treasurer. Prior to joining the registrant, he was employed with Deloitte & Touche LLP (a global accounting firm) from 1994 to 2007.
|
Marec E. Edgar
Executive Vice President, General Counsel, Secretary & Chief Administrative Officer
|
40
|
|
|
Mr. Edgar began his employment with the registrant in April 2014, as Vice President, General Counsel and Secretary. In May 2015, he was appointed to his current role as Executive Vice President, General Counsel, Secretary & Chief Administrative Officer. Prior to joining the registrant, he held positions of increasing responsibility with Gardner Denver, Inc. (a global manufacturer of industrial compressors, blowers, pumps, loading arms and fuel systems) from 2004 to 2014. Most recently, he served as Assistant General Counsel and Risk Manager and Chief Compliance Officer of Gardner Denver.
|
Thomas L. Garrett
Vice President and
President, Total Plastics, Inc.
|
53
|
|
|
Mr. Garrett began his employment with Total Plastics, Inc., a wholly owned subsidiary of the registrant, in 1988 and was appointed to the position of Controller. In 1996, he was elected to the position of Vice President and in 2001 was appointed to the position of Vice President of the registrant and President of Total Plastics, Inc.
|
Ronald E. Knopp
Executive Vice President, Chief Operating Officer |
45
|
|
|
Mr. Knopp began his employment with the registrant in 2007 and was appointed to the position of Operations Manager of the Bedford Heights facility. In 2009, he was appointed Director of Operations for the Western Region and in 2010 served as Director of Operations for the Metals and Plate Commercial Units. In July 2013, Mr. Knopp was appointed to the position of Vice President, Operations, and in May 2015 was appointed to his current position as Executive Vice President, Chief Operating Officer. Prior to joining the registrant, Mr. Knopp served as Plant Manager for Alcoa, Inc., Aerospace Division (global producer of aluminum) from 2003 to 2007.
|
Steven W. Scheinkman
President & Chief Executive Officer
|
62
|
|
|
President and Chief Executive Officer of the Company since April 2015. Mr. Scheinkman also served as an independent member of the Company’s Board of Directors from March 2015 to April 2015. Prior to joining the registrant, Mr. Scheinkman served as President and Chief Executive Officer and a director of Innovative Building Systems LLC, and certain of its affiliates and predecessor entities (a leading customer modular home producer) since 2010. He served as a director of Claymont Steel Holdings, Inc. (a manufacturer of custom discrete steel plate) from 2006 to 2008. He served as the President and Chief Executive Officer and a director of Transtar Metals Corp. (“Transtar”) (a supply chain manager/distributor of high alloy metal products for the transportation, aerospace and defense industries) from 1999 to 2006. Following Transtar’s acquisition by the Company in September 2006, he served as President of Transtar Metals Holdings, Inc. until September 2007, and thereafter served as its advisor until December 2007. He served in various capacities as an executive officer of Macsteel Service Centers USA (a distributor and processor of steel products) including President, Chief Operating Officer and Chief Financial Officer, from 1986 to 1999.
|
Name and Title
|
Age
|
|
Business Experience
|
|
Paul Schwind
Corporate Controller & Chief Accounting Officer
|
39
|
|
|
Mr. Schwind began his employment with the registrant in September 2015, as Controller and Chief Accounting Officer. Prior to joining the registrant, he was employed as the Corporate Controller at Global Brass and Copper Holdings, Inc. (a value-added converter, fabricator, distributor, and processor of specialized copper and brass products) from 2010 to 2015. Mr. Schwind served as the Senior Manager, Financial Reporting & Consolidations at PepsiAmericas (a food and beverage company) from 2009 to 2010.
|
Period
|
Total
Number of
Shares
Purchased
(1)
|
|
Average
Price
Paid per
Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Maximum Number (or
Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs
|
|||||
October 1 through October 31
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
November 1 through November 30
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
December 1 through December 31
|
5,601
|
|
|
$
|
1.59
|
|
|
—
|
|
|
—
|
|
Total
|
5,601
|
|
|
$
|
1.59
|
|
|
—
|
|
|
—
|
|
(1)
|
The total number of shares purchased represents shares surrendered to the Company by employees to satisfy tax withholding obligations upon vesting of restricted stock units awarded pursuant to the Company’s 2008 Omnibus Incentive Plan (as amended and restated as of April 25, 2013).
|
|
2015
|
|
2014
|
||||||||||||
|
Low
|
|
High
|
|
Low
|
|
High
|
||||||||
First Quarter
|
$
|
2.80
|
|
|
$
|
8.15
|
|
|
$
|
13.42
|
|
|
$
|
15.64
|
|
Second Quarter
|
$
|
3.44
|
|
|
$
|
7.01
|
|
|
$
|
10.87
|
|
|
$
|
14.99
|
|
Third Quarter
|
$
|
2.11
|
|
|
$
|
6.31
|
|
|
$
|
8.15
|
|
|
$
|
11.87
|
|
Fourth Quarter
|
$
|
1.50
|
|
|
$
|
3.00
|
|
|
$
|
6.16
|
|
|
$
|
8.57
|
|
|
12/10
|
|
12/11
|
|
12/12
|
|
12/13
|
|
12/14
|
|
12/15
|
||||||||||||
A. M. Castle & Co.
|
$
|
100.00
|
|
|
$
|
51.39
|
|
|
$
|
80.23
|
|
|
$
|
80.23
|
|
|
$
|
43.35
|
|
|
$
|
8.64
|
|
S&P 500
|
100.00
|
|
|
102.11
|
|
|
118.45
|
|
|
156.82
|
|
|
178.29
|
|
|
180.75
|
|
||||||
Peer Group (a)
|
100.00
|
|
|
90.53
|
|
|
91.79
|
|
|
107.10
|
|
|
97.00
|
|
|
76.33
|
|
(a)
|
The Peer Group Index consists of the following companies: AEP Industries Inc.; AK Steel Holding Corp.; Allegheny Technologies Inc.; Applied Industrial Technologies Inc.; Carpenter Technology Corp.; Cliffs Natural Resources Inc.; Commercial Metals Company; Fastenal Company; Gibraltar Industries Inc.; Haynes International Inc.; Kaman Corp.; Lawson Products Inc.; MSC Industrial Direct Company Inc.; Nucor Corp.; Olin Corp.; Olympic Steel, Inc.; Quanex Building Products Corp.; Reliance Steel & Aluminum Co.; Schnitzer Steel Industries Inc.; Steel Dynamics Inc.; Stillwater Mining Company; United States Steel Corp.; and Worthington Industries Inc. In 2015, RTI International Metals Inc. was removed from the peer group as it was acquired by Alcoa.
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
For the year ended December 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
770.8
|
|
|
$
|
979.8
|
|
|
$
|
1,053.1
|
|
|
$
|
1,270.4
|
|
|
$
|
1,132.4
|
|
Equity in (losses) earnings of joint venture
|
(1.4
|
)
|
|
7.7
|
|
|
7.0
|
|
|
7.2
|
|
|
11.7
|
|
|||||
Net (loss) income from continuing operations
(a)
|
(209.8
|
)
|
|
(119.4
|
)
|
|
(39.5
|
)
|
|
(9.7
|
)
|
|
7.8
|
|
|||||
Basic (loss) earnings per common share from continuing operations
(a)
|
(8.91
|
)
|
|
(5.11
|
)
|
|
(1.70
|
)
|
|
(0.42
|
)
|
|
0.34
|
|
|||||
Diluted (loss) earnings per common share from continuing operations
(a)
|
(8.91
|
)
|
|
(5.11
|
)
|
|
(1.70
|
)
|
|
(0.42
|
)
|
|
0.34
|
|
|||||
As of December 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
497.7
|
|
|
710.7
|
|
|
806.5
|
|
|
924.4
|
|
|
957.8
|
|
|||||
Long-term debt, less current portion
|
314.8
|
|
|
309.4
|
|
|
245.6
|
|
|
296.2
|
|
|
314.2
|
|
|||||
Total debt
|
321.8
|
|
|
310.1
|
|
|
246.0
|
|
|
297.1
|
|
|
314.9
|
|
|||||
Total stockholders’ equity
|
47.0
|
|
|
252.6
|
|
|
388.5
|
|
|
421.5
|
|
|
396.4
|
|
•
|
Net sales declined by
21.3%
compared to
2014
primarily due to decreased Metals segment sales volumes and downward pricing on most products;
|
•
|
Operating cash flows improved from use of cash of
$75.1 million
in 2014 to a use of cash of
$22.1 million
in 2015 as a result of a significant reduction in inventory;
|
•
|
Completed the operational restructuring plan announced in April 2015 including the implementation of a new executive and branch management structure and the closure of seven facilities in geographically overlapping areas. Recognized
$50.6 million
in restructuring costs for the year including
$25.7 million
related to inventory identified to be scrapped or written down;
|
•
|
Opened a new warehouse and distribution center of excellence in Janesville, Wisconsin in the fourth quarter of
2015
;
|
•
|
Recognized a
$16.0 million
restructuring gain on of the sale of the Company's facilities in Franklin Park, IL and Worcester, MA in the fourth quarter of
2015
and a $5.6 million gain on the sale of the Company's facility in Blaine, MN in the first quarter of 2015;
|
•
|
Recorded a
$33.7 million
non-cash impairment charge in the fourth quarter of 2015 related to the customer relationships and trade names intangible assets acquired in the Tube Supply acquisition in December 2011;
|
•
|
Recorded a
$61.5 million
non-cash charge for the write-down of inventory and purchase commitments of the Company's Houston and Edmonton facilities. In February 2016, the Company announced the sale of this inventory, which primarily serviced the oil and gas industry, as well as plans to close the Houston and Edmonton facilities;
|
•
|
During the fourth quarter of 2015, the Company elected to change its method of inventory costing for its U.S. metals inventory to the average cost method from the last-in first-out ("LIFO") method. The Company applied this change in method of inventory costing by retrospectively adjusting the prior period financial statements;
|
•
|
In February 2016, the Company completed a private exchange offer and consent solicitation to certain eligible holders to exchange new
12.75%
Senior Secured Notes due 2018 for the Company’s outstanding 12.75% Senior Secured Notes due 2016;
|
•
|
The Company engaged in a plan to market its wholly-owned subsidiary, Total Plastics, Inc ("TPI") in early 2016. On March 11, 2016, the Company entered into an asset purchase agreement with an unrelated third-party for the sale of TPI, which makes up the entirety of the Company's Plastics segment (
17%
of net sales in 2015) leaving only the Company's core Metals business. As of December 31, 2015, TPI did not meet the criteria to be classified as held for sale and accordingly its results are presented with continuing operations. The terms of the sale are discussed in
Note 15 - Subsequent Events
to
the consolidated financial statements.
|
•
|
Changes in volume resulting from changes in demand typically result in corresponding changes to the Company’s variable costs. However, as pricing changes occur, variable expenses are not directly impacted.
|
•
|
If surcharges are not passed through to the customer or are passed through without a mark-up, the Company’s profitability will be adversely impacted.
|
•
|
Warehouse, processing and delivery expenses, including occupancy costs, compensation and employee benefits for warehouse personnel, processing, shipping and handling costs;
|
•
|
Sales expenses, including compensation and employee benefits for sales personnel;
|
•
|
General and administrative expenses, including compensation for executive officers and general management, expenses for professional services primarily related to accounting and legal advisory services, bad debt expense, data communication and computer hardware and maintenance;
|
•
|
Restructuring expense and income, including moving costs and gain on the sale of fixed assets associated with plant consolidations, employee termination and related benefits costs associated with workforce reductions, lease termination costs and other exit costs;
|
•
|
Depreciation and amortization expenses, including depreciation for all owned property and equipment, and amortization of various intangible assets; and
|
•
|
Impairment of intangible assets and/or goodwill.
|
|
Year Ended December 31,
|
|
Favorable / (Unfavorable)
|
|||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Net Sales
|
|
|
|
|
|
|
|
|||||||
Metals
|
$
|
638.0
|
|
|
$
|
841.7
|
|
|
$
|
(203.7
|
)
|
|
(24.2
|
)%
|
Plastics
|
132.8
|
|
|
138.1
|
|
|
(5.3
|
)
|
|
(3.8
|
)%
|
|||
Total Net Sales
|
$
|
770.8
|
|
|
$
|
979.8
|
|
|
$
|
(209.0
|
)
|
|
(21.3
|
)%
|
Cost of Materials
|
|
|
|
|
|
|
|
|||||||
Metals
|
$
|
581.3
|
|
|
$
|
652.5
|
|
|
$
|
71.2
|
|
|
10.9
|
%
|
% of Metals Sales
|
91.1
|
%
|
|
77.5
|
%
|
|
|
|
|
|||||
Plastics
|
93.4
|
|
|
97.9
|
|
|
4.5
|
|
|
4.6
|
%
|
|||
% of Plastics Sales
|
70.3
|
%
|
|
70.9
|
%
|
|
|
|
|
|||||
Total Cost of Materials
|
$
|
674.7
|
|
|
$
|
750.4
|
|
|
$
|
75.7
|
|
|
10.1
|
%
|
% of Total Sales
|
87.5
|
%
|
|
76.6
|
%
|
|
|
|
|
|||||
Operating Costs and Expenses
|
|
|
|
|
|
|
|
|||||||
Metals
|
$
|
233.8
|
|
|
$
|
287.9
|
|
|
$
|
54.1
|
|
|
18.8
|
%
|
Plastics
|
33.0
|
|
|
33.9
|
|
|
0.9
|
|
|
2.7
|
%
|
|||
Other
|
11.0
|
|
|
10.5
|
|
|
(0.5
|
)
|
|
(4.8
|
)%
|
|||
Total Operating Costs and Expenses
|
$
|
277.8
|
|
|
$
|
332.3
|
|
|
$
|
54.5
|
|
|
16.4
|
%
|
% of Total Sales
|
36.0
|
%
|
|
33.9
|
%
|
|
|
|
|
|||||
Operating (Loss) Income
|
|
|
|
|
|
|
|
|||||||
Metals
|
$
|
(177.1
|
)
|
|
$
|
(98.7
|
)
|
|
$
|
(78.4
|
)
|
|
(79.4
|
)%
|
% of Metals Sales
|
(27.8
|
)%
|
|
(11.7
|
)%
|
|
|
|
|
|||||
Plastics
|
6.4
|
|
|
6.3
|
|
|
0.1
|
|
|
1.6
|
%
|
|||
% of Plastics Sales
|
4.8
|
%
|
|
4.6
|
%
|
|
|
|
|
|||||
Other
|
(11.0
|
)
|
|
(10.5
|
)
|
|
(0.5
|
)
|
|
(4.8
|
)%
|
|||
Total Operating Loss
|
$
|
(181.7
|
)
|
|
$
|
(102.9
|
)
|
|
$
|
(78.8
|
)
|
|
(76.6
|
)%
|
% of Total Sales
|
(23.6
|
)%
|
|
(10.5
|
)%
|
|
|
|
|
•
|
Warehouse, processing and delivery costs decreased by
$25.8 million
, which includes the $5.6 million gain on sale of facility in the first quarter of 2015. Other items contributing to the decrease were lower payroll and benefits costs, lower facility costs resulting from plant closures, and lower variable costs resulting from the decrease in sales volume in the year.
|
•
|
Sales, general and administrative costs decreased by
$17.0 million
primarily due to lower payroll and benefits costs resulting from restructuring activity workforce reductions, lower discretionary spending and lower fees for outside consulting services.
|
•
|
Depreciation and amortization expense decreased by
$1.2 million
in
2015
mainly due to lower amortization expense resulting from the non-compete and developed technology intangible assets which became fully amortized in 2014.
|
|
Year Ended December 31,
|
|
Favorable / (Unfavorable)
|
|||||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Net Sales
|
|
|
|
|
|
|
|
|||||||
Metals
|
$
|
841.7
|
|
|
$
|
918.3
|
|
|
$
|
(76.6
|
)
|
|
(8.3
|
)%
|
Plastics
|
138.1
|
|
|
134.8
|
|
|
3.3
|
|
|
2.4
|
%
|
|||
Total Net Sales
|
$
|
979.8
|
|
|
$
|
1,053.1
|
|
|
$
|
(73.3
|
)
|
|
(7.0
|
)%
|
Cost of Materials
|
|
|
|
|
|
|
|
|||||||
Metals
|
$
|
652.5
|
|
|
$
|
692.2
|
|
|
$
|
39.7
|
|
|
5.7
|
%
|
% of Metals Sales
|
77.5
|
%
|
|
75.4
|
%
|
|
|
|
|
|||||
Plastics
|
97.9
|
|
|
95.9
|
|
|
(2.0
|
)
|
|
(2.1
|
)%
|
|||
% of Plastics Sales
|
70.9
|
%
|
|
71.1
|
%
|
|
|
|
|
|||||
Total Cost of Materials
|
$
|
750.4
|
|
|
$
|
788.1
|
|
|
$
|
37.7
|
|
|
4.8
|
%
|
% of Total Sales
|
76.6
|
%
|
|
74.8
|
%
|
|
|
|
|
|||||
Operating Costs and Expenses
|
|
|
|
|
|
|
|
|||||||
Metals
|
$
|
287.9
|
|
|
$
|
246.6
|
|
|
$
|
(41.3
|
)
|
|
(16.7
|
)%
|
Plastics
|
33.9
|
|
|
34.6
|
|
|
0.7
|
|
|
2.0
|
%
|
|||
Other
|
10.5
|
|
|
8.4
|
|
|
(2.1
|
)
|
|
(25.0
|
)%
|
|||
Total Operating Costs and Expenses
|
$
|
332.3
|
|
|
$
|
289.6
|
|
|
$
|
(42.7
|
)
|
|
(14.7
|
)%
|
% of Total Sales
|
33.9
|
%
|
|
27.5
|
%
|
|
|
|
|
|||||
Operating (Loss) Income
|
|
|
|
|
|
|
|
|||||||
Metals
|
$
|
(98.7
|
)
|
|
$
|
(20.5
|
)
|
|
$
|
(78.2
|
)
|
|
(381.5
|
)%
|
% of Metals Sales
|
(11.7
|
)%
|
|
(2.2
|
)%
|
|
|
|
|
|||||
Plastics
|
6.3
|
|
|
4.3
|
|
|
2.0
|
|
|
46.5
|
%
|
|||
% of Plastics Sales
|
4.6
|
%
|
|
3.2
|
%
|
|
|
|
|
|||||
Other
|
(10.5
|
)
|
|
(8.4
|
)
|
|
(2.1
|
)
|
|
(25.0
|
)%
|
|||
Total Operating Loss
|
$
|
(102.9
|
)
|
|
$
|
(24.6
|
)
|
|
$
|
(78.3
|
)
|
|
(318.3
|
)%
|
% of Total Sales
|
(10.5
|
)%
|
|
(2.3
|
)%
|
|
|
|
|
•
|
Warehouse, processing and delivery costs decreased by
$0.4 million
to
$140.6 million
, or
14.3%
as a percent of net sales, primarily as a result of the decrease in sales activity in the Metals segment in 2014 and cost decreases resulting from 2014 restructuring activities, which was partially offset by higher costs from branch consolidations in locations that serve plate and oil and gas end markets and the Company's strategic local inventory deployment initiative.
|
•
|
Sales, general and administrative costs decreased by
$0.9 million
to
$112.5 million
, or
11.5%
as a percent of net sales, primarily due to lower payroll and benefits costs resulting from restructuring activity workforce reductions.
|
•
|
Depreciation and amortization expense decreased by $0.2 million in 2014.
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash (used in) from operating activities
|
$
|
(22.1
|
)
|
|
$
|
(75.1
|
)
|
|
$
|
74.4
|
|
Net cash from (used in) investing activities
|
20.4
|
|
|
(4.9
|
)
|
|
(10.8
|
)
|
|||
Net cash from (used in) financing activities
|
5.5
|
|
|
58.2
|
|
|
(53.9
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1.2
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|||
Net change in cash and cash equivalents
|
$
|
2.6
|
|
|
$
|
(22.4
|
)
|
|
$
|
9.2
|
|
•
|
During
2015
, lower accounts receivable balances compared to year-end
2014
resulted in a
$37.1 million
cash flow source compared to a
$5.8 million
cash flow use for
2014
. The lower receivables balance was a result of lower sales volume in 2015 compared to 2014. Average receivable days outstanding was
52.7
for
2015
and
52.1
days for
2014
.
|
•
|
During
2015
, lower inventory levels compared to year-end
2014
resulted in
$64.0 million
of cash flow source compared to higher inventory levels that were a cash flow use of
$23.0 million
in
2014
. Approximately $23.8 million of the improvement in inventory levels was related to scrapping restructuring activities. In 2015 the Company also successfully decreased inventory through better alignment and execution of its inventory purchase plans with current market dynamics. Inventory levels increased during 2014 due to certain discrete initiatives as well as forecasting policies and purchase plans not being aligned with unfavorable changes in market dynamics. Average days sales in inventory was
184.9
days for
2015
as compared to
174.2
days for
2014
. The increase in average days sales in inventory in 2015 compared to 2014 was largely due to decreases in sales volume in 2015, offset somewhat by the overall decrease in inventory in 2015. As a key component of its inventory reduction plans, the Company has been adjusting the inventory deployment initiatives to better align inventory at the facilities with needs of its customers. Each location is expected to carry a mix of inventory to adequately service their customers. Once the Company's current inventory initiatives are fully implemented, including the impact of the sale of inventory at our Houston and Edmonton locations, further reductions in slow-moving and excess inventory and the full alignment and execution of its purchase plans with current market dynamics, it expects days sales in inventory to return to more normal levels of approximately 150 days.
|
•
|
During
2015
, decreases in accounts payable and accrued liabilities used
$4.7 million
of cash compared to the use of
$0.9 million
of cash in
2014
. Accounts payable days outstanding was
38.3
for
2015
and
43.0
for
2014
.
|
Maximum borrowing capacity
|
$
|
125.0
|
|
Minimum excess availability before triggering Cash Dominion
|
(15.6
|
)
|
|
Letters of credit and other reserves
|
(13.2
|
)
|
|
Current maximum borrowing capacity
|
$
|
96.2
|
|
Borrowings
|
(66.1
|
)
|
|
Additional unrestricted borrowing capacity
|
$
|
30.1
|
|
|
December 31,
|
|
Working Capital
|
||||||||
|
2015
|
|
2014
|
|
Increase (Decrease)
|
||||||
Working capital
|
$
|
256.4
|
|
|
$
|
413.9
|
|
|
$
|
(157.5
|
)
|
Inventory
|
235.4
|
|
|
359.6
|
|
|
(124.2
|
)
|
|||
Accounts receivable
|
89.9
|
|
|
131.0
|
|
|
(41.1
|
)
|
|||
Accounts payable
|
56.3
|
|
|
68.8
|
|
|
12.5
|
|
|||
Accrued and other current liabilities
|
17.3
|
|
|
18.3
|
|
|
1.0
|
|
|||
Accrued payroll and employee benefits
|
11.2
|
|
|
9.3
|
|
|
(1.9
|
)
|
|||
Cash and cash equivalents
|
11.1
|
|
|
8.5
|
|
|
2.6
|
|
|
December 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Total debt
|
$
|
321.8
|
|
|
$
|
310.1
|
|
|
|
|
|
||||
Stockholders' equity
|
$
|
47.0
|
|
|
$
|
252.6
|
|
Total debt
|
321.8
|
|
|
310.1
|
|
||
Total capitalization
|
$
|
368.8
|
|
|
$
|
562.7
|
|
|
|
|
|
||||
Total debt-to-total capitalization
|
87.3
|
%
|
|
55.1
|
%
|
Payments Due In
|
Total
|
|
Less Than One Year
|
|
One to
Three Years
|
|
Three to
Five Years
|
|
More Than Five Years
|
||||||||||
Long-term debt obligations (excluding capital lease obligations) (a)
|
$
|
333.6
|
|
|
$
|
6.7
|
|
|
$
|
260.8
|
|
|
$
|
66.1
|
|
|
$
|
—
|
|
Interest payments on debt obligations (b)
|
88.5
|
|
|
30.8
|
|
|
55.9
|
|
|
1.8
|
|
|
—
|
|
|||||
Capital lease obligations
|
0.4
|
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
65.7
|
|
|
12.9
|
|
|
21.0
|
|
|
15.6
|
|
|
16.2
|
|
|||||
Build-to-suit lease obligation (c)
|
19.1
|
|
|
0.7
|
|
|
2.3
|
|
|
2.4
|
|
|
13.7
|
|
|||||
Purchase obligations (d)
|
199.5
|
|
|
171.2
|
|
|
28.3
|
|
|
—
|
|
|
—
|
|
|||||
Other (e)
|
1.6
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
708.4
|
|
|
$
|
224.3
|
|
|
$
|
368.4
|
|
|
$
|
85.9
|
|
|
$
|
29.9
|
|
a)
|
Long-term debt obligation payment schedule shown reflects the Exchange Offer whereby the Company issued
$203.3 million
aggregate principal amount of New Notes due 2018, leaving a
$6.7 million
aggregate principal Existing Notes due 2016. The Company maintains the contractual right to exchange approximately $3 million of the remaining Existing Notes due 2016 with New Notes due 2018 prior to their maturity date, although the exchange of this debt is not assumed in the table above. Borrowings outstanding on the Company's Revolving Credit Facility due December 10, 2019 will become due 91 days prior to the maturity date of the Company's
$6.7 million
Existing Notes due
December 15, 2016
or
$57.5 million
Convertible Notes due
December 15, 2017
if they have not been refinanced.
|
b)
|
Interest payments on debt obligations represent interest on all Company debt outstanding as of
December 31, 2015
including the imputed interest on capital lease payments. The interest payment amounts related to the variable rate component of the Company's debt assume that interest will be paid at the rates prevailing at
December 31, 2015
. Future interest rates may change and actual interest payments could differ from those disclosed in the table above.
|
c)
|
The Company entered into a lease agreement for its new operating facility in Janesville, Wisconsin. For accounting purposes only, the Company has determined that this is a build-to-suit lease. Amounts represent future rent payments to be made on the lease which are allocated for accounting purposes between a reduction in the build-to-suit liability over the life of the build-to-suit lease obligation and interest expense.
|
d)
|
Purchase obligations consist of raw material purchases made in the normal course of business. The Company has contracts to purchase minimum quantities of material with certain suppliers. For each contractual purchase obligation, the Company generally has a purchase agreement from its customer for the same amount of material over the same time period.
|
e)
|
Other is comprised of deferred revenues that represent commitments to deliver products.
|
|
2015
|
|
2014
|
||
Discount rate
|
3.50 - 3.75%
|
|
|
4.50
|
%
|
Expected long-term rate of return on plan assets
|
5.25
|
%
|
|
5.25
|
%
|
|
Impact on 2015
Expenses - increase (decrease)
|
50 basis point decrease in discount rate
|
$1.0
|
50 basis point increase in discount rate
|
$(1.2)
|
50 basis point decrease in expected return on assets
|
$0.9
|
Discount rate
|
12.0
|
%
|
5-year revenue CAGR
|
3.2
|
%
|
Terminal growth rate
|
2.0
|
%
|
|
2015 STI Plan
|
|
2015 LTC Plan
|
||
Expected volatility
|
56.1
|
%
|
|
55.7
|
%
|
Risk-free interest rate
|
1.8
|
%
|
|
1.8
|
%
|
Expected life (in years)
|
6.00
|
|
|
5.80
|
|
Expected dividend yield
|
—
|
|
|
—
|
|
Company's stock price at the end of the period
|
$
|
1.59
|
|
Expected volatility
|
67.80
|
%
|
|
Credit spreads
|
69.21
|
%
|
|
Risk-free interest rate
|
1.05
|
%
|
|
|||||||||||
A.M. Castle & Co.
Consolidated Statements of Operations
and Comprehensive Loss
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014 As Adjusted (Note 1)
|
|
2013 As Adjusted (Note 1)
|
||||||
Net sales
|
$
|
770,758
|
|
|
$
|
979,837
|
|
|
$
|
1,053,066
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of materials (exclusive of depreciation and amortization)
|
674,615
|
|
|
750,408
|
|
|
788,126
|
|
|||
Warehouse, processing and delivery expense
|
114,734
|
|
|
140,559
|
|
|
140,934
|
|
|||
Sales, general and administrative expense
|
95,479
|
|
|
112,465
|
|
|
113,405
|
|
|||
Restructuring expense (income)
|
9,008
|
|
|
(2,960
|
)
|
|
9,003
|
|
|||
Depreciation and amortization expense
|
24,854
|
|
|
26,044
|
|
|
26,188
|
|
|||
Impairment of intangible assets
|
33,742
|
|
|
—
|
|
|
—
|
|
|||
Impairment of goodwill
|
—
|
|
|
56,160
|
|
|
—
|
|
|||
Total costs and expenses
|
952,432
|
|
|
1,082,676
|
|
|
1,077,656
|
|
|||
Operating loss
|
(181,674
|
)
|
|
(102,839
|
)
|
|
(24,590
|
)
|
|||
Interest expense, net
|
41,980
|
|
|
40,548
|
|
|
40,542
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
2,606
|
|
|||
Other expense, net
|
6,306
|
|
|
4,323
|
|
|
1,924
|
|
|||
Loss before income taxes and equity in earnings (losses) of joint venture
|
(229,960
|
)
|
|
(147,710
|
)
|
|
(69,662
|
)
|
|||
Income tax benefit
|
(21,621
|
)
|
|
(20,631
|
)
|
|
(23,142
|
)
|
|||
Loss before equity in earnings (losses) of joint venture
|
(208,339
|
)
|
|
(127,079
|
)
|
|
(46,520
|
)
|
|||
Equity in earnings (losses) of joint venture
|
(1,426
|
)
|
|
7,691
|
|
|
6,987
|
|
|||
Net loss
|
(209,765
|
)
|
|
(119,388
|
)
|
|
(39,533
|
)
|
|||
|
|
|
|
|
|
||||||
Basic loss per share
|
$
|
(8.91
|
)
|
|
$
|
(5.11
|
)
|
|
$
|
(1.70
|
)
|
Diluted loss per share
|
$
|
(8.91
|
)
|
|
$
|
(5.11
|
)
|
|
$
|
(1.70
|
)
|
|
|
|
|
|
|
||||||
Comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
$
|
(6,642
|
)
|
|
$
|
(5,377
|
)
|
|
$
|
(2,295
|
)
|
Change in unrecognized pension and postretirement benefit costs, net of tax effect of $0, $8,449 and $2,953
|
9,937
|
|
|
(12,996
|
)
|
|
4,623
|
|
|||
Other comprehensive (loss) income
|
3,295
|
|
|
(18,373
|
)
|
|
2,328
|
|
|||
Net loss
|
(209,765
|
)
|
|
(119,388
|
)
|
|
(39,533
|
)
|
|||
Comprehensive loss
|
$
|
(206,470
|
)
|
|
$
|
(137,761
|
)
|
|
$
|
(37,205
|
)
|
|
|||||||
A.M. Castle & Co.
Consolidated Balance Sheets
|
|||||||
|
December 31,
|
||||||
|
2015
|
|
2014 As adjusted (Note 1)
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11,100
|
|
|
$
|
8,454
|
|
Accounts receivable, less allowances of $3,440
and $3,375, respectively
|
89,879
|
|
|
131,003
|
|
||
Inventories
|
235,443
|
|
|
359,630
|
|
||
Prepaid expenses and other current assets
|
11,523
|
|
|
9,458
|
|
||
Income tax receivable
|
346
|
|
|
2,886
|
|
||
Total current assets
|
348,291
|
|
|
511,431
|
|
||
Investment in joint venture
|
35,690
|
|
|
37,443
|
|
||
Goodwill
|
12,973
|
|
|
12,973
|
|
||
Intangible assets, net
|
10,250
|
|
|
56,555
|
|
||
Prepaid pension cost
|
8,422
|
|
|
7,092
|
|
||
Deferred income taxes
|
378
|
|
|
685
|
|
||
Other non-current assets
|
10,256
|
|
|
11,660
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Land
|
2,869
|
|
|
4,466
|
|
||
Buildings
|
42,559
|
|
|
52,821
|
|
||
Machinery and equipment
|
177,803
|
|
|
183,923
|
|
||
Property, plant and equipment, at cost
|
223,231
|
|
|
241,210
|
|
||
Accumulated depreciation
|
(151,838
|
)
|
|
(168,375
|
)
|
||
Property, plant and equipment, net
|
71,393
|
|
|
72,835
|
|
||
Total assets
|
$
|
497,653
|
|
|
$
|
710,674
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
56,272
|
|
|
$
|
68,782
|
|
Accrued payroll and employee benefits
|
11,246
|
|
|
9,332
|
|
||
Accrued and other current liabilities
|
17,324
|
|
|
18,338
|
|
||
Income tax payable
|
33
|
|
|
328
|
|
||
Current portion of long-term debt
|
7,012
|
|
|
737
|
|
||
Total current liabilities
|
91,887
|
|
|
97,517
|
|
||
Long-term debt, less current portion
|
314,761
|
|
|
309,377
|
|
||
Deferred income taxes
|
4,169
|
|
|
28,729
|
|
||
Build-to-suit liability
|
13,237
|
|
|
—
|
|
||
Other non-current liabilities
|
7,935
|
|
|
3,655
|
|
||
Pension and postretirement benefit obligations
|
18,676
|
|
|
18,747
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
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 December 31, 2015 and December 31, 2014, respectively
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value—60,000 shares authorized and 23,888 shares issued and 23,794 outstanding at December 31, 2015 and 23,630 shares issued and 23,559 outstanding at December 31, 2014
|
238
|
|
|
236
|
|
||
Additional paid-in capital
|
226,844
|
|
|
225,953
|
|
||
(Accumulated deficit) retained earnings
|
(145,309
|
)
|
|
64,456
|
|
||
Accumulated other comprehensive loss
|
(33,821
|
)
|
|
(37,116
|
)
|
||
Treasury stock, at cost—94 shares at December 31, 2015 and 71 shares at December 31, 2014
|
(964
|
)
|
|
(880
|
)
|
||
Total stockholders’ equity
|
46,988
|
|
|
252,649
|
|
||
Total liabilities and stockholders’ equity
|
$
|
497,653
|
|
|
$
|
710,674
|
|
|
|||||||||||
A.M. Castle & Co.
Consolidated Statements of Cash Flows
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014 As Adjusted (Note 1)
|
|
2013 As Adjusted (Note 1)
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(209,765
|
)
|
|
$
|
(119,388
|
)
|
|
$
|
(39,533
|
)
|
Adjustments to reconcile net loss to net cash (used in) from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
24,854
|
|
|
26,044
|
|
|
26,188
|
|
|||
Amortization of deferred loss (gain)
|
5
|
|
|
(261
|
)
|
|
(1,214
|
)
|
|||
Amortization of deferred financing costs and debt discount
|
8,355
|
|
|
8,064
|
|
|
7,914
|
|
|||
Impairment of intangible assets
|
33,742
|
|
|
—
|
|
|
—
|
|
|||
Impairment of goodwill
|
—
|
|
|
56,160
|
|
|
—
|
|
|||
Non-cash write-down of inventory
|
53,971
|
|
|
—
|
|
|
—
|
|
|||
(Gain) loss on sale of property, plant & equipment
|
(21,568
|
)
|
|
(5,603
|
)
|
|
42
|
|
|||
Unrealized (gains) losses on commodity hedges
|
(600
|
)
|
|
(1,256
|
)
|
|
358
|
|
|||
Unrealized foreign currency transaction losses
|
5,385
|
|
|
3,540
|
|
|
—
|
|
|||
Equity in losses (earnings) of joint venture
|
1,426
|
|
|
(7,691
|
)
|
|
(6,987
|
)
|
|||
Dividends from joint venture
|
316
|
|
|
12,127
|
|
|
3,963
|
|
|||
Pension curtailment
|
2,923
|
|
|
—
|
|
|
—
|
|
|||
Pension settlement
|
3,915
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(23,842
|
)
|
|
(19,094
|
)
|
|
(27,436
|
)
|
|||
Share-based compensation expense
|
828
|
|
|
1,972
|
|
|
3,062
|
|
|||
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
(76
|
)
|
|
(420
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
37,063
|
|
|
(5,785
|
)
|
|
9,279
|
|
|||
Inventories
|
63,986
|
|
|
(22,976
|
)
|
|
96,234
|
|
|||
Prepaid expenses and other current assets
|
(7,884
|
)
|
|
(60
|
)
|
|
1,402
|
|
|||
Other non-current assets
|
(520
|
)
|
|
1,686
|
|
|
1,470
|
|
|||
Prepaid pension costs
|
2,675
|
|
|
387
|
|
|
3,953
|
|
|||
Accounts payable
|
(4,461
|
)
|
|
2,630
|
|
|
(434
|
)
|
|||
Accrued payroll and employee benefits
|
6,938
|
|
|
(230
|
)
|
|
(1,892
|
)
|
|||
Income tax payable and receivable
|
2,083
|
|
|
(772
|
)
|
|
4,388
|
|
|||
Accrued and other current liabilities
|
(196
|
)
|
|
(3,493
|
)
|
|
(2,854
|
)
|
|||
Postretirement benefit obligations and other non-current liabilities
|
(1,762
|
)
|
|
(1,002
|
)
|
|
(3,098
|
)
|
|||
Net cash (used in) from operating activities
|
(22,133
|
)
|
|
(75,077
|
)
|
|
74,385
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(8,250
|
)
|
|
(12,351
|
)
|
|
(11,604
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
28,631
|
|
|
7,464
|
|
|
794
|
|
|||
Net cash from (used in) investing activities
|
20,381
|
|
|
(4,887
|
)
|
|
(10,810
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Short-term debt repayments, net
|
—
|
|
|
—
|
|
|
(496
|
)
|
|||
Proceeds from long-term debt
|
967,035
|
|
|
462,404
|
|
|
115,300
|
|
|||
Repayments of long-term debt
|
(960,962
|
)
|
|
(403,811
|
)
|
|
(170,345
|
)
|
|||
Payments of build-to-suit liability
|
(500
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of debt issue costs
|
—
|
|
|
(627
|
)
|
|
—
|
|
|||
Exercise of stock options
|
—
|
|
|
158
|
|
|
1,216
|
|
|||
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
76
|
|
|
420
|
|
|||
Net cash from (used in) financing activities
|
5,573
|
|
|
58,200
|
|
|
(53,905
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1,175
|
)
|
|
(611
|
)
|
|
(448
|
)
|
|||
Net change in cash and cash equivalents
|
2,646
|
|
|
(22,375
|
)
|
|
9,222
|
|
|||
Cash and cash equivalents—beginning of year
|
8,454
|
|
|
30,829
|
|
|
21,607
|
|
|||
Cash and cash equivalents—end of year
|
$
|
11,100
|
|
|
$
|
8,454
|
|
|
$
|
30,829
|
|
|
|||||||||||||||||||||||||||||||||
A.M. Castle & Co.
Consolidated Statements of Stockholders' Equity
|
|||||||||||||||||||||||||||||||||
|
Common
Shares
|
|
Treasury
Shares
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-in
Capital
|
|
(Accumulated Deficit) Retained
Earnings
|
|
Accumulated Other
Comprehensive
Loss
|
|
Total
|
||||||||||||||||
Balance at January 1, 2013, as adjusted (Note 1)
|
23,211
|
|
|
(59
|
)
|
|
$
|
—
|
|
|
$
|
232
|
|
|
$
|
(679
|
)
|
|
$
|
219,619
|
|
|
$
|
223,377
|
|
|
$
|
(21,071
|
)
|
|
$
|
421,478
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(39,533
|
)
|
|
|
|
(39,533
|
)
|
||||||||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,295
|
)
|
|
(2,295
|
)
|
||||||||||||||
Change in unrecognized pension and postretirement benefit costs, net of tax effect of $2,953
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,623
|
|
|
4,623
|
|
||||||||||||||
Long-term incentive plan
|
|
|
|
|
|
|
|
|
|
|
2,877
|
|
|
|
|
|
|
2,877
|
|
||||||||||||||
Exercise of stock options and other
|
260
|
|
|
(3
|
)
|
|
|
|
2
|
|
|
(88
|
)
|
|
1,397
|
|
|
|
|
|
|
1,311
|
|
||||||||||
Balance at December 31, 2013, as adjusted (Note 1)
|
23,471
|
|
|
(62
|
)
|
|
$
|
—
|
|
|
$
|
234
|
|
|
$
|
(767
|
)
|
|
$
|
223,893
|
|
|
$
|
183,844
|
|
|
$
|
(18,743
|
)
|
|
$
|
388,461
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(119,388
|
)
|
|
|
|
(119,388
|
)
|
||||||||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,377
|
)
|
|
(5,377
|
)
|
||||||||||||||
Change in unrecognized pension and postretirement benefit costs, $8,449 tax effect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,996
|
)
|
|
(12,996
|
)
|
||||||||||||||
Long-term incentive plan
|
|
|
|
|
|
|
|
|
|
|
1,456
|
|
|
|
|
|
|
1,456
|
|
||||||||||||||
Exercise of stock options and other
|
159
|
|
|
(9
|
)
|
|
|
|
2
|
|
|
(113
|
)
|
|
604
|
|
|
|
|
|
|
493
|
|
||||||||||
Balance at December 31, 2014, as adjusted (Note 1)
|
23,630
|
|
|
(71
|
)
|
|
$
|
—
|
|
|
$
|
236
|
|
|
$
|
(880
|
)
|
|
$
|
225,953
|
|
|
$
|
64,456
|
|
|
$
|
(37,116
|
)
|
|
$
|
252,649
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(209,765
|
)
|
|
|
|
(209,765
|
)
|
||||||||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,642
|
)
|
|
(6,642
|
)
|
||||||||||||||
Change in unrecognized pension and postretirement benefit costs, $0 tax effect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,937
|
|
|
9,937
|
|
||||||||||||||
Long-term incentive plan
|
|
|
|
|
|
|
|
|
|
|
149
|
|
|
|
|
|
|
149
|
|
||||||||||||||
Exercise of stock options and other
|
258
|
|
|
(23
|
)
|
|
|
|
2
|
|
|
(84
|
)
|
|
742
|
|
|
|
|
|
|
660
|
|
||||||||||
Balance at December 31, 2015
|
23,888
|
|
|
(94
|
)
|
|
$
|
—
|
|
|
$
|
238
|
|
|
$
|
(964
|
)
|
|
$
|
226,844
|
|
|
$
|
(145,309
|
)
|
|
$
|
(33,821
|
)
|
|
$
|
46,988
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of year
|
$
|
3,375
|
|
|
$
|
3,463
|
|
|
$
|
3,529
|
|
Add Provision charged to expense
|
805
|
|
|
465
|
|
|
484
|
|
|||
Recoveries
|
117
|
|
|
139
|
|
|
173
|
|
|||
Less Charges against allowance
|
(857
|
)
|
|
(692
|
)
|
|
(723
|
)
|
|||
Balance, end of year
|
$
|
3,440
|
|
|
$
|
3,375
|
|
|
$
|
3,463
|
|
•
|
Warehouse, processing and delivery expenses, including occupancy costs, compensation and employee benefits for warehouse personnel, processing, shipping and handling costs;
|
•
|
Sales expenses, including compensation and employee benefits for sales personnel;
|
•
|
General and administrative expenses, including compensation for executive officers and general management, expenses for professional services primarily attributable to accounting and legal advisory services, bad debt expenses, data communication costs, computer hardware and maintenance expenses and occupancy costs for non-warehouse locations;
|
•
|
Restructuring activity, including gains on the sale of fixed assets and moving costs related to facility consolidations, employee termination and related benefits associated with salaried and hourly workforce reductions, lease termination costs, professional fees, and other exit costs;
|
•
|
Depreciation and amortization expenses, including depreciation for all owned property and equipment, and amortization of various intangible assets; and
|
•
|
Impairment of intangible assets and goodwill.
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capital expenditures financed by accounts payable
|
$
|
667
|
|
|
$
|
434
|
|
|
$
|
1,219
|
|
Capital lease obligations
|
—
|
|
|
873
|
|
|
21
|
|
|||
Property, plant and equipment subject to build-to-suit lease
|
13,735
|
|
|
—
|
|
|
—
|
|
|||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
32,934
|
|
|
32,278
|
|
|
33,266
|
|
|||
Income taxes
|
1,980
|
|
|
1,800
|
|
|
2,417
|
|
|||
Cash received during the year for:
|
|
|
|
|
|
||||||
Income tax refunds
|
1,798
|
|
|
2,284
|
|
|
3,015
|
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||||||||||||||||||
|
As originally reported
|
|
Effect of change
|
|
As adjusted
|
|
As originally reported
|
|
Effect of change
|
|
As adjusted
|
||||||||||||
Cost of materials (exclusive of depreciation and amortization)
|
$
|
746,443
|
|
|
$
|
3,965
|
|
|
$
|
750,408
|
|
|
$
|
779,208
|
|
|
$
|
8,918
|
|
|
$
|
788,126
|
|
Operating loss
|
(98,874
|
)
|
|
(3,965
|
)
|
|
(102,839
|
)
|
|
(15,672
|
)
|
|
(8,918
|
)
|
|
(24,590
|
)
|
||||||
Loss before income taxes and equity in earnings (losses) of joint venture
|
(143,745
|
)
|
|
(3,965
|
)
|
|
(147,710
|
)
|
|
(60,744
|
)
|
|
(8,918
|
)
|
|
(69,662
|
)
|
||||||
Income tax expense (benefit)
|
(1,353
|
)
|
|
(19,278
|
)
|
|
(20,631
|
)
|
|
(19,795
|
)
|
|
(3,347
|
)
|
|
(23,142
|
)
|
||||||
Loss before equity in earnings (losses) of joint venture
|
(142,392
|
)
|
|
15,313
|
|
|
(127,079
|
)
|
|
(40,949
|
)
|
|
(5,571
|
)
|
|
(46,520
|
)
|
||||||
Net loss
|
(134,701
|
)
|
|
15,313
|
|
|
(119,388
|
)
|
|
(33,962
|
)
|
|
(5,571
|
)
|
|
(39,533
|
)
|
||||||
Basic and diluted loss per common share
|
$
|
(5.77
|
)
|
|
$
|
0.66
|
|
|
$
|
(5.11
|
)
|
|
$
|
(1.46
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(1.70
|
)
|
Change in unrecognized pension and postretirement benefit costs
|
(21,445
|
)
|
|
8,449
|
|
|
(12,996
|
)
|
|
4,623
|
|
|
—
|
|
|
4,623
|
|
||||||
Other comprehensive (loss) income
|
(26,822
|
)
|
|
8,449
|
|
|
(18,373
|
)
|
|
2,328
|
|
|
—
|
|
|
2,328
|
|
||||||
Comprehensive loss
|
(161,523
|
)
|
|
23,762
|
|
|
(137,761
|
)
|
|
(31,634
|
)
|
|
(5,571
|
)
|
|
(37,205
|
)
|
|
December 31, 2014
|
||||||||||
|
As originally reported
|
|
Effect of change
|
|
As adjusted
|
||||||
Inventories
|
$
|
236,932
|
|
|
$
|
122,698
|
|
|
$
|
359,630
|
|
Deferred income tax liability
|
8,360
|
|
|
20,369
|
|
|
28,729
|
|
|||
(Accumulated deficit) retained earnings
|
(29,424
|
)
|
|
93,880
|
|
|
64,456
|
|
|||
Accumulated other comprehensive loss
|
(45,565
|
)
|
|
8,449
|
|
|
(37,116
|
)
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||||||||||||||||||
|
As originally reported
|
|
Effect of change
|
|
As adjusted
|
|
As originally reported
|
|
Effect of change
|
|
As adjusted
|
||||||||||||
Net loss
|
$
|
(134,701
|
)
|
|
$
|
15,313
|
|
|
$
|
(119,388
|
)
|
|
$
|
(33,962
|
)
|
|
$
|
(5,571
|
)
|
|
$
|
(39,533
|
)
|
Deferred income taxes
|
184
|
|
|
(19,278
|
)
|
|
(19,094
|
)
|
|
(24,089
|
)
|
|
(3,347
|
)
|
|
(27,436
|
)
|
||||||
Increase (decrease) from changes in inventories
|
(26,941
|
)
|
|
3,965
|
|
|
(22,976
|
)
|
|
87,316
|
|
|
8,918
|
|
|
96,234
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of year
|
$
|
19,513
|
|
|
$
|
9,579
|
|
|
$
|
10,013
|
|
Add Provision charged to expense
|
29,848
|
|
|
12,061
|
|
|
2,331
|
|
|||
Less Charges against allowance
|
(35,584
|
)
|
|
(2,127
|
)
|
|
(2,765
|
)
|
|||
Balance, end of year
|
$
|
13,777
|
|
|
$
|
19,513
|
|
|
$
|
9,579
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(209,765
|
)
|
|
$
|
(119,388
|
)
|
|
$
|
(39,533
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
23,553
|
|
|
23,359
|
|
|
23,214
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Outstanding common stock equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|||
Denominator for diluted loss per share
|
23,553
|
|
|
23,359
|
|
|
23,214
|
|
|||
Basic loss per share
|
$
|
(8.91
|
)
|
|
$
|
(5.11
|
)
|
|
$
|
(1.70
|
)
|
Diluted loss per share
|
$
|
(8.91
|
)
|
|
$
|
(5.11
|
)
|
|
$
|
(1.70
|
)
|
Excluded outstanding share-based awards having an anti-dilutive effect
|
1,071
|
|
|
388
|
|
|
717
|
|
|||
Excluded "in the money" portion of Convertible Notes having an anti-dilutive effect
|
—
|
|
|
365
|
|
|
2,032
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Equity in earnings (losses) of joint venture
|
$
|
(1,426
|
)
|
|
$
|
7,691
|
|
|
$
|
6,987
|
|
Investment in joint venture
|
35,690
|
|
|
37,443
|
|
|
41,879
|
|
|||
Sales to joint venture
|
284
|
|
|
188
|
|
|
198
|
|
|||
Purchases from joint venture
|
49
|
|
|
224
|
|
|
86
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
160,104
|
|
|
$
|
259,487
|
|
|
$
|
230,351
|
|
Net income (loss)
|
(2,876
|
)
|
|
15,555
|
|
|
13,720
|
|
|||
Current assets
|
66,645
|
|
|
93,679
|
|
|
82,827
|
|
|||
Non-current assets
|
22,777
|
|
|
26,377
|
|
|
25,615
|
|
|||
Current liabilities
|
7,792
|
|
|
11,896
|
|
|
10,548
|
|
|||
Non-current liabilities
|
11,287
|
|
|
35,469
|
|
|
16,103
|
|
|||
Members’ equity
|
70,343
|
|
|
72,691
|
|
|
81,791
|
|
|||
Capital expenditures
|
2,176
|
|
|
3,042
|
|
|
1,789
|
|
|||
Depreciation and amortization
|
2,390
|
|
|
2,294
|
|
|
2,217
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
Metals
Segment |
|
Plastics
Segment |
|
Total
|
|
Metals
Segment |
|
Plastics
Segment |
|
Total
|
||||||||||||
Balance as of January 1:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
116,377
|
|
|
$
|
12,973
|
|
|
$
|
129,350
|
|
|
$
|
116,533
|
|
|
$
|
12,973
|
|
|
$
|
129,506
|
|
Accumulated impairment losses
|
(116,377
|
)
|
|
—
|
|
|
(116,377
|
)
|
|
(60,217
|
)
|
|
—
|
|
|
(60,217
|
)
|
||||||
Balance as of January 1
|
—
|
|
|
12,973
|
|
|
12,973
|
|
|
56,316
|
|
|
12,973
|
|
|
69,289
|
|
||||||
Impairment charge
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,160
|
)
|
|
—
|
|
|
(56,160
|
)
|
||||||
Currency valuation
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
(156
|
)
|
||||||
Balance as of December 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
116,377
|
|
|
12,973
|
|
|
129,350
|
|
|
116,377
|
|
|
12,973
|
|
|
129,350
|
|
||||||
Accumulated impairment losses
|
(116,377
|
)
|
|
—
|
|
|
(116,377
|
)
|
|
(116,377
|
)
|
|
—
|
|
|
(116,377
|
)
|
||||||
Balance as of December 31
|
$
|
—
|
|
|
$
|
12,973
|
|
|
$
|
12,973
|
|
|
$
|
—
|
|
|
$
|
12,973
|
|
|
$
|
12,973
|
|
|
2015
|
|
2014
|
||||||||||||
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
||||||||
Customer relationships
|
$
|
69,425
|
|
|
$
|
59,175
|
|
|
$
|
116,268
|
|
|
$
|
64,922
|
|
Trade names
|
378
|
|
|
378
|
|
|
7,864
|
|
|
2,655
|
|
||||
Total
|
$
|
69,803
|
|
|
$
|
59,553
|
|
|
$
|
124,132
|
|
|
$
|
67,577
|
|
2016
|
$
|
6,137
|
|
2017
|
4,113
|
|
|
2018
|
—
|
|
|
2019
|
—
|
|
|
2020
|
—
|
|
|
2015
|
|
2014
|
||||
LONG-TERM DEBT
|
|
|
|
||||
12.75% Senior Secured Notes due December 15, 2016
(a)
|
$
|
6,681
|
|
|
$
|
210,000
|
|
7.0% Convertible Notes due December 15, 2017
|
57,500
|
|
|
57,500
|
|
||
12.75% Senior Secured Notes due December 15, 2018
|
203,319
|
|
|
—
|
|
||
Revolving Credit Facility due December 10, 2019
|
66,100
|
|
|
59,200
|
|
||
Other, primarily capital leases
|
428
|
|
|
1,257
|
|
||
Less: unamortized discount
|
(12,255
|
)
|
|
(17,843
|
)
|
||
Total debt
|
$
|
321,773
|
|
|
$
|
310,114
|
|
Less: current portion
|
(7,012
|
)
|
|
(737
|
)
|
||
Total long-term portion
|
$
|
314,761
|
|
|
$
|
309,377
|
|
Company's stock price at the end of the period
|
$
|
1.59
|
|
Expected volatility
|
67.80
|
%
|
|
Credit spreads
|
69.21
|
%
|
|
Risk-free interest rate
|
1.05
|
%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
(a)
|
||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Derivative liability for commodity hedges
|
$
|
—
|
|
|
$
|
1,015
|
|
|
$
|
—
|
|
|
$
|
1,015
|
|
As of December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Derivative liability for commodity hedges
|
$
|
—
|
|
|
$
|
1,615
|
|
|
$
|
—
|
|
|
$
|
1,615
|
|
|
Capital Leases
|
|
Operating Leases
|
|
Built-to-Suit Lease
|
||||||
2016
|
$
|
330
|
|
|
$
|
12,936
|
|
|
$
|
687
|
|
2017
|
95
|
|
|
11,313
|
|
|
1,156
|
|
|||
2018
|
1
|
|
|
9,645
|
|
|
1,180
|
|
|||
2019
|
—
|
|
|
8,056
|
|
|
1,203
|
|
|||
2020
|
—
|
|
|
7,500
|
|
|
1,227
|
|
|||
Later years
|
—
|
|
|
16,246
|
|
|
13,644
|
|
|||
Total future minimum rental payments
|
$
|
426
|
|
|
$
|
65,696
|
|
|
$
|
19,097
|
|
|
Defined Benefit Pension and Postretirement Items
|
|
Foreign Currency Items
|
|
Total
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Balance as of January 1,
|
$
|
(27,122
|
)
|
|
$
|
(14,126
|
)
|
|
$
|
(9,994
|
)
|
|
$
|
(4,617
|
)
|
|
$
|
(37,116
|
)
|
|
$
|
(18,743
|
)
|
Other comprehensive loss before reclassifications
|
(966
|
)
|
|
(14,004
|
)
|
|
(6,642
|
)
|
|
(5,377
|
)
|
|
(7,608
|
)
|
|
(19,381
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
(a)
|
10,903
|
|
|
1,008
|
|
|
—
|
|
|
—
|
|
|
10,903
|
|
|
1,008
|
|
||||||
Net current period other comprehensive income (loss)
|
9,937
|
|
|
(12,996
|
)
|
|
(6,642
|
)
|
|
(5,377
|
)
|
|
3,295
|
|
|
(18,373
|
)
|
||||||
Balance as of December 31,
|
$
|
(17,185
|
)
|
|
$
|
(27,122
|
)
|
|
$
|
(16,636
|
)
|
|
$
|
(9,994
|
)
|
|
$
|
(33,821
|
)
|
|
$
|
(37,116
|
)
|
|
|
Year ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Unrecognized pension and postretirement benefit items:
|
|
|
|
|
||||
Prior service cost
(b)
|
|
$
|
(244
|
)
|
|
$
|
(282
|
)
|
Actuarial loss
(b)
|
|
(3,821
|
)
|
|
(1,381
|
)
|
||
Recognition of curtailment loss
(b)
|
|
(2,923
|
)
|
|
—
|
|
||
Recognition of settlement loss
(b)
|
|
(3,915
|
)
|
|
—
|
|
||
Total before Tax
|
|
(10,903
|
)
|
|
(1,663
|
)
|
||
Tax effect
|
|
—
|
|
|
655
|
|
||
Total reclassifications for the period, net of tax
|
|
$
|
(10,903
|
)
|
|
$
|
(1,008
|
)
|
Expected volatility
|
56.1
|
%
|
Risk-free interest rate
|
1.8
|
%
|
Expected life (in years)
|
6.0
|
|
Expected dividend yield
|
—
|
|
|
Non-Vested Shares
|
|
Restricted Share Units
|
||||||||||
|
Shares
|
|
Weighted-Average Grant
Date Fair Value |
|
Units
|
|
Weighted-
Average Grant Date Fair Value |
||||||
Outstanding at January 1, 2015
|
107
|
|
|
$
|
14.21
|
|
|
199
|
|
|
$
|
14.67
|
|
Granted
|
149
|
|
|
$
|
3.74
|
|
|
188
|
|
|
$
|
3.92
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
|
(98
|
)
|
|
$
|
12.96
|
|
Vested
|
(86
|
)
|
|
$
|
13.01
|
|
|
(79
|
)
|
|
$
|
14.53
|
|
Outstanding at December 31, 2015
|
170
|
|
|
$
|
10.08
|
|
|
210
|
|
|
$
|
5.91
|
|
Expected to vest at December 31, 2015
|
170
|
|
|
$
|
10.08
|
|
|
106
|
|
|
$
|
5.30
|
|
Plan Year
|
Grant Date Fair Value
|
|
Estimated Number of
Performance Shares to be Issued |
|
Maximum Number of
Performance Shares that Could Potentially be Issued |
||||
2014 LTC Plan
|
|
|
|
|
|
||||
RTSR performance condition
|
$
|
20.16
|
|
|
—
|
|
|
69
|
|
ROIC performance condition
|
$
|
14.35
|
|
|
—
|
|
|
69
|
|
2013 LTC Plan
|
|
|
|
|
|
||||
RTSR performance condition
|
$
|
24.74
|
|
|
—
|
|
|
46
|
|
ROIC performance condition
|
$
|
16.29
|
|
|
—
|
|
|
46
|
|
|
2014
|
|
2013
|
||||
Grant Date Fair Value per Share Unit
|
$
|
20.16
|
|
|
$
|
24.74
|
|
Expected volatility
|
40.8
|
%
|
|
59.5
|
%
|
||
Risk-free interest rate
|
0.79
|
%
|
|
0.38
|
%
|
||
Expected life (in years)
|
2.77
|
|
|
2.82
|
|
||
Expected dividend yield
|
—
|
|
|
—
|
|
Expected volatility
|
55.7
|
%
|
Risk-free interest rate
|
1.8
|
%
|
Expected life (in years)
|
5.8
|
|
Expected dividend yield
|
—
|
|
|
Shares
|
|
Weighted
Average Exercise Price |
|
Intrinsic
Value |
|
Weighted Average
Remaining Contractual Life |
|||||
Stock options outstanding at January 1, 2015
|
82
|
|
|
$
|
13.62
|
|
|
|
|
|
||
Granted
|
707
|
|
|
$
|
3.92
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Forfeited
|
(64
|
)
|
|
$
|
5.03
|
|
|
|
|
|
||
Expired
|
(34
|
)
|
|
$
|
14.77
|
|
|
|
|
|
||
Stock options outstanding at December 31, 2015
|
691
|
|
|
$
|
4.43
|
|
|
$
|
—
|
|
|
9.2 years
|
Stock options exercisable at December 31, 2015
|
40
|
|
|
$
|
12.79
|
|
|
$
|
—
|
|
|
2.2 years
|
Stock options vested or expected to vest as of December 31, 2015
|
530
|
|
|
$
|
4.59
|
|
|
$
|
—
|
|
|
9.0 years
|
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
$
|
549
|
|
|
$
|
453
|
|
|
$
|
699
|
|
Interest cost
|
6,938
|
|
|
6,885
|
|
|
6,327
|
|
|||
Expected return on assets
|
(9,395
|
)
|
|
(8,381
|
)
|
|
(9,278
|
)
|
|||
Amortization of prior service cost
|
244
|
|
|
282
|
|
|
322
|
|
|||
Amortization of actuarial loss
|
4,018
|
|
|
1,717
|
|
|
1,942
|
|
|||
Settlement charge
|
3,915
|
|
|
—
|
|
|
—
|
|
|||
Curtailment charge
|
2,923
|
|
|
—
|
|
|
—
|
|
|||
Net periodic pension plans cost
|
$
|
9,192
|
|
|
$
|
956
|
|
|
$
|
12
|
|
|
2015
|
|
2014
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
193,322
|
|
|
$
|
156,989
|
|
Service cost
|
549
|
|
|
453
|
|
||
Interest cost
|
6,938
|
|
|
6,885
|
|
||
Settlement gain
|
(2,162
|
)
|
|
—
|
|
||
Curtailment loss
|
2,154
|
|
|
—
|
|
||
Plan change
|
—
|
|
|
719
|
|
||
Benefit payments
|
(25,383
|
)
|
|
(7,587
|
)
|
||
Actuarial (gain) loss
|
(12,477
|
)
|
|
35,863
|
|
||
Projected benefit obligation at end of year
|
$
|
162,941
|
|
|
$
|
193,322
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
183,671
|
|
|
$
|
168,408
|
|
Actual (loss) return on assets
|
(4,140
|
)
|
|
22,521
|
|
||
Employer contributions
|
358
|
|
|
329
|
|
||
Benefit payments
|
(25,383
|
)
|
|
(7,587
|
)
|
||
Fair value of plan assets at end of year
|
$
|
154,506
|
|
|
$
|
183,671
|
|
Funded status – net liability
|
$
|
(8,435
|
)
|
|
$
|
(9,651
|
)
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
||||
Prepaid pension cost
|
$
|
8,422
|
|
|
$
|
7,092
|
|
Accrued liabilities
|
(362
|
)
|
|
(322
|
)
|
||
Pension benefit obligations
|
(16,495
|
)
|
|
(16,421
|
)
|
||
Net amount recognized
|
$
|
(8,435
|
)
|
|
$
|
(9,651
|
)
|
Pre-tax components of accumulated other comprehensive loss:
|
|
|
|
||||
Unrecognized actuarial loss
|
$
|
(35,972
|
)
|
|
$
|
(45,009
|
)
|
Unrecognized prior service cost
|
(717
|
)
|
|
(1,731
|
)
|
||
Total
|
$
|
(36,689
|
)
|
|
$
|
(46,740
|
)
|
Accumulated benefit obligation
|
$
|
162,290
|
|
|
$
|
192,638
|
|
|
2015
|
|
2014
|
Discount rate
|
4.00%
|
|
3.75%
|
Projected annual salary increases
|
0 - 3.00%
|
|
0 - 3.00%
|
|
2015
|
|
2014
|
|
2013
|
Discount rate
|
3.50 - 3.75%
|
|
4.50%
|
|
3.50 - 3.75%
|
Expected long-term rate of return on plan assets
|
5.25%
|
|
5.25%
|
|
5.25%
|
Projected annual salary increases
|
0 - 3.00%
|
|
0 - 3.00%
|
|
0 - 3.00%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Fixed income securities
(a)
|
$
|
16,028
|
|
|
$
|
137,943
|
|
|
$
|
—
|
|
|
$
|
153,971
|
|
Accounts receivable – pending trades
|
|
|
|
|
|
|
535
|
|
|||||||
Total
|
|
|
|
|
|
|
$
|
154,506
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Fixed income securities
(b)
|
$
|
15,839
|
|
|
$
|
167,882
|
|
|
$
|
—
|
|
|
$
|
183,721
|
|
Accounts payable – pending trades
|
|
|
|
|
|
|
(50
|
)
|
|||||||
Total
|
|
|
|
|
|
|
$
|
183,671
|
|
2016
|
$
|
8,193
|
|
2017
|
8,554
|
|
|
2018
|
8,786
|
|
|
2019
|
8,974
|
|
|
2020
|
9,181
|
|
|
2021 — 2025
|
48,380
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
$
|
83
|
|
|
$
|
56
|
|
|
$
|
153
|
|
Interest cost
|
79
|
|
|
76
|
|
|
148
|
|
|||
Amortization of actuarial gain
|
(197
|
)
|
|
(336
|
)
|
|
(23
|
)
|
|||
Net periodic postretirement plan (benefit) cost
|
$
|
(35
|
)
|
|
$
|
(204
|
)
|
|
$
|
278
|
|
|
2015
|
|
2014
|
||||
Change in accumulated postretirement benefit obligations:
|
|
|
|
||||
Accumulated postretirement benefit obligation at beginning of year
|
$
|
2,552
|
|
|
$
|
1,977
|
|
Service cost
|
83
|
|
|
56
|
|
||
Interest cost
|
79
|
|
|
76
|
|
||
Benefit payments
|
(202
|
)
|
|
(224
|
)
|
||
Actuarial loss (gain)
|
(85
|
)
|
|
667
|
|
||
Accumulated postretirement benefit obligation at end of year
|
$
|
2,427
|
|
|
$
|
2,552
|
|
Funded status – net liability
|
$
|
(2,427
|
)
|
|
$
|
(2,552
|
)
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
||||
Accrued liabilities
|
$
|
(246
|
)
|
|
$
|
(226
|
)
|
Postretirement benefit obligations
|
(2,181
|
)
|
|
(2,326
|
)
|
||
Net amount recognized
|
$
|
(2,427
|
)
|
|
$
|
(2,552
|
)
|
Pre-tax components of accumulated other comprehensive loss:
|
|
|
|
||||
Unrecognized actuarial gain
|
$
|
2,024
|
|
|
$
|
2,137
|
|
Total
|
$
|
2,024
|
|
|
$
|
2,137
|
|
|
2015
|
|
2014
|
|
2013
|
Net periodic postretirement benefit costs
|
3.25%
|
|
4.00%
|
|
3.50%
|
Accumulated postretirement benefit obligations
|
3.50%
|
|
3.25%
|
|
4.00%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Employee termination and related benefits
(a)
|
|
$
|
17,012
|
|
|
$
|
937
|
|
|
$
|
2,702
|
|
Lease termination costs
|
|
444
|
|
|
186
|
|
|
1,448
|
|
|||
Moving costs associated with plant consolidations
|
|
5,711
|
|
|
1,450
|
|
|
4,487
|
|
|||
Professional fees
|
|
1,804
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of fixed assets
|
|
(15,963
|
)
|
|
(5,533
|
)
|
|
—
|
|
|||
Other exit costs
|
|
—
|
|
|
—
|
|
|
366
|
|
|||
Total expense (income)
|
|
$
|
9,008
|
|
|
$
|
(2,960
|
)
|
|
$
|
9,003
|
|
|
|
|
|
Period Activity
|
|
|
||||||||||||||
|
|
Balance January 1
|
|
Costs (gains)
|
|
Cash (payments) receipts
|
|
Impairment and non-cash settlements
(c)
|
|
Balance December 31
(a)
|
||||||||||
2015 Activity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee termination and related benefits
(a) (c)
|
|
$
|
—
|
|
|
$
|
17,012
|
|
|
$
|
(1,873
|
)
|
|
$
|
(6,838
|
)
|
|
$
|
8,301
|
|
Lease termination costs
(b)
|
|
636
|
|
|
444
|
|
|
(848
|
)
|
|
—
|
|
|
232
|
|
|||||
Moving costs associated with plant consolidations
|
|
—
|
|
|
5,711
|
|
|
(5,711
|
)
|
|
—
|
|
|
—
|
|
|||||
Professional Fees
|
|
—
|
|
|
1,804
|
|
|
(1,804
|
)
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of fixed assets
|
|
—
|
|
|
(15,963
|
)
|
|
15,963
|
|
|
—
|
|
|
—
|
|
|||||
Inventory adjustment
|
|
—
|
|
|
25,656
|
|
|
—
|
|
|
(25,656
|
)
|
|
—
|
|
|||||
Total 2015 Activity
|
|
$
|
636
|
|
|
$
|
34,664
|
|
|
$
|
5,727
|
|
|
$
|
(32,494
|
)
|
|
$
|
8,533
|
|
2014 Activity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee termination and related benefits
|
|
$
|
129
|
|
|
$
|
937
|
|
|
$
|
(1,066
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Lease termination costs
|
|
921
|
|
|
186
|
|
|
(471
|
)
|
|
—
|
|
|
636
|
|
|||||
Moving costs associated with plant consolidations
|
|
—
|
|
|
1,450
|
|
|
(1,450
|
)
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of fixed assets
|
|
—
|
|
|
(5,533
|
)
|
|
5,533
|
|
|
—
|
|
|
—
|
|
|||||
Total 2014 Activity
|
|
$
|
1,050
|
|
|
$
|
(2,960
|
)
|
|
$
|
2,546
|
|
|
$
|
—
|
|
|
$
|
636
|
|
2013 Activity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee termination and related benefits
|
|
$
|
—
|
|
|
$
|
2,702
|
|
|
$
|
(2,573
|
)
|
|
$
|
—
|
|
|
$
|
129
|
|
Lease termination costs
|
|
—
|
|
|
1,448
|
|
|
(527
|
)
|
|
—
|
|
|
921
|
|
|||||
Moving costs associated with plant consolidations
|
|
—
|
|
|
4,487
|
|
|
(4,318
|
)
|
|
(169
|
)
|
|
—
|
|
|||||
Inventory adjustment
|
|
—
|
|
|
1,236
|
|
|
—
|
|
|
(1,236
|
)
|
|
—
|
|
|||||
Other exit costs
|
|
—
|
|
|
366
|
|
|
(366
|
)
|
|
—
|
|
|
—
|
|
|||||
Total 2013 Activity
|
|
$
|
—
|
|
|
$
|
10,239
|
|
|
$
|
(7,784
|
)
|
|
$
|
(1,405
|
)
|
|
$
|
1,050
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
(196,410
|
)
|
|
$
|
(116,869
|
)
|
|
$
|
(64,529
|
)
|
Non-U.S.
|
(33,550
|
)
|
|
(30,841
|
)
|
|
(5,133
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Federal
|
|
|
|
|
|
||||||
current
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(260
|
)
|
deferred
|
(19,975
|
)
|
|
(23,040
|
)
|
|
(21,679
|
)
|
|||
State
|
|
|
|
|
|
||||||
current
|
72
|
|
|
361
|
|
|
1,312
|
|
|||
deferred
|
(705
|
)
|
|
(3,959
|
)
|
|
(1,530
|
)
|
|||
Foreign
|
|
|
|
|
|
||||||
current
|
2,149
|
|
|
(1,898
|
)
|
|
3,242
|
|
|||
deferred
|
(3,162
|
)
|
|
7,905
|
|
|
(4,227
|
)
|
|||
|
$
|
(21,621
|
)
|
|
$
|
(20,631
|
)
|
|
$
|
(23,142
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Federal income tax at statutory rates
|
$
|
(80,488
|
)
|
|
$
|
(51,699
|
)
|
|
$
|
(24,382
|
)
|
State income taxes, net of federal income tax benefits
|
(8,834
|
)
|
|
(322
|
)
|
|
(2,012
|
)
|
|||
Permanent items:
|
|
|
|
|
|
||||||
Dividends received deductions
|
—
|
|
|
—
|
|
|
(766
|
)
|
|||
Goodwill impairment
|
—
|
|
|
10,454
|
|
|
—
|
|
|||
Other permanent differences
|
2,380
|
|
|
285
|
|
|
(124
|
)
|
|||
Federal and state income tax on joint venture
|
(558
|
)
|
|
2,912
|
|
|
2,670
|
|
|||
Rate differential on foreign income
|
3,305
|
|
|
11,512
|
|
|
812
|
|
|||
Valuation allowance
|
63,511
|
|
|
4,888
|
|
|
—
|
|
|||
Audit settlements
|
171
|
|
|
99
|
|
|
—
|
|
|||
Other
|
(1,108
|
)
|
|
1,240
|
|
|
660
|
|
|||
Income tax (benefit) expense
|
$
|
(21,621
|
)
|
|
$
|
(20,631
|
)
|
|
$
|
(23,142
|
)
|
Effective income tax expense rate
|
9.4
|
%
|
|
14.0
|
%
|
|
33.2
|
%
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Pension and postretirement benefits
|
$
|
4,139
|
|
|
$
|
4,714
|
|
Deferred compensation
|
1,357
|
|
|
2,109
|
|
||
Restructuring related and other reserves
|
842
|
|
|
943
|
|
||
Alternative minimum tax and net operating loss carryforward
|
66,709
|
|
|
40,787
|
|
||
Intangible assets and goodwill
|
5,993
|
|
|
—
|
|
||
Other, net
|
3,399
|
|
|
1,833
|
|
||
Deferred tax assets before valuation allowance
|
82,439
|
|
|
50,386
|
|
||
Valuation allowance
|
(63,955
|
)
|
|
(4,888
|
)
|
||
Total deferred tax assets
|
$
|
18,484
|
|
|
$
|
45,498
|
|
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
$
|
8,147
|
|
|
$
|
9,857
|
|
Inventory
|
6,071
|
|
|
43,285
|
|
||
Intangible assets and goodwill
|
—
|
|
|
9,129
|
|
||
Convertible debt discount
|
4,075
|
|
|
5,644
|
|
||
Other, net
|
3,982
|
|
|
5,627
|
|
||
Total deferred tax liabilities
|
22,275
|
|
|
73,542
|
|
||
Net deferred tax liabilities
|
$
|
3,791
|
|
|
$
|
28,044
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Provision charged to expense
|
55,474
|
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
$
|
55,474
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
4,888
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Impact of foreign exchange on beginning of year balance
|
(553
|
)
|
|
—
|
|
|
—
|
|
|||
Provision charged to expense
|
4,146
|
|
|
4,888
|
|
|
—
|
|
|||
Balance, end of year
|
$
|
8,481
|
|
|
$
|
4,888
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
|
|
|
|
||||||
United States
|
$
|
554,943
|
|
|
$
|
736,236
|
|
|
$
|
817,714
|
|
All other countries
|
215,815
|
|
|
243,601
|
|
|
235,352
|
|
|||
Total
|
$
|
770,758
|
|
|
$
|
979,837
|
|
|
$
|
1,053,066
|
|
Long-lived assets
|
|
|
|
|
|
||||||
United States
|
$
|
59,603
|
|
|
$
|
58,278
|
|
|
63,667
|
|
|
All other countries
|
11,790
|
|
|
14,557
|
|
|
13,027
|
|
|||
Total
|
$
|
71,393
|
|
|
$
|
72,835
|
|
|
76,694
|
|
|
Net
Sales
|
|
Operating
(Loss)
Income
(b)
|
|
Total
Assets
(b)
|
|
Capital
Expenditures
|
|
Depreciation &
Amortization
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Metals segment
|
$
|
637,936
|
|
|
$
|
(177,087
|
)
|
|
$
|
404,936
|
|
|
$
|
7,171
|
|
|
$
|
23,317
|
|
Plastics segment
|
132,822
|
|
|
6,422
|
|
|
57,027
|
|
|
1,079
|
|
|
1,537
|
|
|||||
Other
(a)
|
—
|
|
|
(11,009
|
)
|
|
35,690
|
|
|
—
|
|
|
—
|
|
|||||
Consolidated
|
$
|
770,758
|
|
|
$
|
(181,674
|
)
|
|
$
|
497,653
|
|
|
$
|
8,250
|
|
|
$
|
24,854
|
|
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Metals segment
|
$
|
841,672
|
|
|
$
|
(98,673
|
)
|
|
$
|
612,261
|
|
|
$
|
11,184
|
|
|
$
|
24,380
|
|
Plastics segment
|
138,165
|
|
|
6,354
|
|
|
60,970
|
|
|
1,167
|
|
|
1,664
|
|
|||||
Other
(a)
|
—
|
|
|
(10,520
|
)
|
|
37,443
|
|
|
—
|
|
|
—
|
|
|||||
Consolidated
|
$
|
979,837
|
|
|
$
|
(102,839
|
)
|
|
$
|
710,674
|
|
|
$
|
12,351
|
|
|
$
|
26,044
|
|
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Metals segment
|
$
|
918,298
|
|
|
$
|
(20,489
|
)
|
|
$
|
707,233
|
|
|
$
|
10,181
|
|
|
$
|
24,579
|
|
Plastics segment
|
134,768
|
|
|
4,278
|
|
|
57,373
|
|
|
1,423
|
|
|
1,609
|
|
|||||
Other
(a)
|
—
|
|
|
(8,379
|
)
|
|
41,879
|
|
|
—
|
|
|
—
|
|
|||||
Consolidated
|
$
|
1,053,066
|
|
|
$
|
(24,590
|
)
|
|
$
|
806,485
|
|
|
$
|
11,604
|
|
|
$
|
26,188
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating loss
(a)
|
$
|
(181,674
|
)
|
|
$
|
(102,839
|
)
|
|
$
|
(24,590
|
)
|
Interest expense, net
|
41,980
|
|
|
40,548
|
|
|
40,542
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
2,606
|
|
|||
Other expense, net
|
6,306
|
|
|
4,323
|
|
|
1,924
|
|
|||
Loss before income taxes and equity in earnings (losses) of joint venture
(a)
|
(229,960
|
)
|
|
(147,710
|
)
|
|
(69,662
|
)
|
|||
Equity in earnings (losses) of joint venture
|
(1,426
|
)
|
|
7,691
|
|
|
6,987
|
|
|||
Consolidated loss before income taxes
(a)
|
$
|
(231,386
|
)
|
|
$
|
(140,019
|
)
|
|
$
|
(62,675
|
)
|
Condensed Consolidating Balance Sheet
As of December 31, 2014 (as adjusted)
|
|||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
511
|
|
|
$
|
977
|
|
|
$
|
6,966
|
|
|
$
|
—
|
|
|
$
|
8,454
|
|
Accounts receivable, less allowance for doubtful accounts
|
66,178
|
|
|
19,303
|
|
|
45,522
|
|
|
—
|
|
|
131,003
|
|
|||||
Receivables from affiliates
|
2,071
|
|
|
81
|
|
|
—
|
|
|
(2,152
|
)
|
|
—
|
|
|||||
Inventories
|
265,012
|
|
|
19,320
|
|
|
75,366
|
|
|
(68
|
)
|
|
359,630
|
|
|||||
Prepaid expenses and other current assets
|
2,805
|
|
|
1,033
|
|
|
8,506
|
|
|
—
|
|
|
12,344
|
|
|||||
Total current assets
|
336,577
|
|
|
40,714
|
|
|
136,360
|
|
|
(2,220
|
)
|
|
511,431
|
|
|||||
Investment in joint venture
|
37,443
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,443
|
|
|||||
Goodwill
|
—
|
|
|
12,973
|
|
|
—
|
|
|
—
|
|
|
12,973
|
|
|||||
Intangible assets, net
|
42,772
|
|
|
—
|
|
|
13,783
|
|
|
—
|
|
|
56,555
|
|
|||||
Other non-current assets
|
18,441
|
|
|
—
|
|
|
996
|
|
|
—
|
|
|
19,437
|
|
|||||
Investment in subsidiaries
|
70,274
|
|
|
—
|
|
|
—
|
|
|
(70,274
|
)
|
|
—
|
|
|||||
Receivables from affiliates
|
113,188
|
|
|
36,607
|
|
|
2,157
|
|
|
(151,952
|
)
|
|
—
|
|
|||||
Property, plant and equipment, net
|
46,094
|
|
|
12,184
|
|
|
14,557
|
|
|
—
|
|
|
72,835
|
|
|||||
Total assets
|
$
|
664,789
|
|
|
$
|
102,478
|
|
|
$
|
167,853
|
|
|
$
|
(224,446
|
)
|
|
$
|
710,674
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
41,613
|
|
|
$
|
8,055
|
|
|
$
|
19,114
|
|
|
$
|
—
|
|
|
$
|
68,782
|
|
Payables due to affiliates
|
2,071
|
|
|
—
|
|
|
81
|
|
|
(2,152
|
)
|
|
—
|
|
|||||
Other current liabilities
|
18,841
|
|
|
3,065
|
|
|
6,092
|
|
|
—
|
|
|
27,998
|
|
|||||
Current portion of long-term debt
|
691
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
737
|
|
|||||
Total current liabilities
|
63,216
|
|
|
11,120
|
|
|
25,333
|
|
|
(2,152
|
)
|
|
97,517
|
|
|||||
Long-term debt, less current portion
|
307,327
|
|
|
—
|
|
|
2,050
|
|
|
—
|
|
|
309,377
|
|
|||||
Payables due to affiliates
|
—
|
|
|
5,581
|
|
|
146,371
|
|
|
(151,952
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
19,359
|
|
|
5,524
|
|
|
3,846
|
|
|
—
|
|
|
28,729
|
|
|||||
Other non-current liabilities
|
22,238
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
22,402
|
|
|||||
Stockholders’ equity
|
252,649
|
|
|
80,253
|
|
|
(9,911
|
)
|
|
(70,342
|
)
|
|
252,649
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
664,789
|
|
|
$
|
102,478
|
|
|
$
|
167,853
|
|
|
$
|
(224,446
|
)
|
|
$
|
710,674
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
222,228
|
|
|
$
|
199,703
|
|
|
$
|
184,676
|
|
|
$
|
164,151
|
|
Gross profit
(a)
|
20,497
|
|
|
(12,996
|
)
|
|
10,020
|
|
|
(60,966
|
)
|
||||
Net loss
(b)
|
(15,440
|
)
|
|
(46,808
|
)
|
|
(27,800
|
)
|
|
(119,717
|
)
|
||||
Basic loss per share
|
$
|
(0.66
|
)
|
|
$
|
(1.99
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
(5.08
|
)
|
Diluted loss per share
|
$
|
(0.66
|
)
|
|
$
|
(1.99
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
(5.08
|
)
|
2014
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
253,410
|
|
|
$
|
249,492
|
|
|
$
|
245,469
|
|
|
$
|
231,466
|
|
Gross profit
(a)
|
21,791
|
|
|
14,822
|
|
|
20,613
|
|
|
5,600
|
|
||||
Net loss
(b)
|
(14,610
|
)
|
|
(67,066
|
)
|
|
(8,028
|
)
|
|
(29,684
|
)
|
||||
Basic loss per share
|
$
|
(0.63
|
)
|
|
$
|
(2.87
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(1.27
|
)
|
Diluted loss per share
|
$
|
(0.63
|
)
|
|
$
|
(2.87
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(1.27
|
)
|
Kreher Steel Company, LLC and Subsidiaries
CONSOLIDATED BALANCE SHEETS
December 31,
|
|||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
786,236
|
|
|
$
|
1,091,123
|
|
Accounts receivable (net of allowance for doubtful accounts of $496,141 in 2015 and $485,172 in 2014)
|
13,370,464
|
|
|
25,686,268
|
|
||
Inventory, net
|
48,999,247
|
|
|
64,513,673
|
|
||
Deferred income taxes
|
1,902,878
|
|
|
1,153,708
|
|
||
Prepaid income taxes
|
941,317
|
|
|
566,087
|
|
||
Prepaid expenses and other current assets
|
644,708
|
|
|
667,768
|
|
||
Total current assets
|
66,644,850
|
|
|
93,678,627
|
|
||
|
|
|
|
||||
Property and equipment
|
|
|
|
||||
Land and building
|
14,786,040
|
|
|
14,785,593
|
|
||
Machinery and equipment
|
21,057,256
|
|
|
20,217,761
|
|
||
Furniture, fixtures and office equipment
|
2,119,716
|
|
|
2,160,436
|
|
||
Automobiles and trucks
|
1,112,225
|
|
|
1,106,946
|
|
||
Leasehold improvements
|
3,325,169
|
|
|
2,700,101
|
|
||
Construction in progress
|
769,113
|
|
|
345,996
|
|
||
|
43,169,519
|
|
|
41,316,833
|
|
||
Less accumulated depreciation and amortization
|
20,504,836
|
|
|
18,620,949
|
|
||
Property and equipment, net
|
22,664,683
|
|
|
22,695,884
|
|
||
Deferred financing costs, net of amortization
|
69,672
|
|
|
76,290
|
|
||
Goodwill
|
—
|
|
|
3,525,247
|
|
||
Intangible assets, net
|
—
|
|
|
30,624
|
|
||
Other assets
|
42,730
|
|
|
49,633
|
|
||
Total assets
|
$
|
89,421,935
|
|
|
$
|
120,056,305
|
|
|
|
|
|
||||
LIABILITIES AND MEMBER'S CAPITAL
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current portion of capital lease obligations
|
$
|
29,181
|
|
|
$
|
17,816
|
|
Accounts payable
|
6,064,851
|
|
|
9,489,017
|
|
||
Accrued expenses
|
1,697,866
|
|
|
2,389,143
|
|
||
Total current liabilities
|
7,791,898
|
|
|
11,895,976
|
|
||
Revolving line of credit
|
9,000,000
|
|
|
33,100,000
|
|
||
Deferred income taxes, non-current
|
2,181,598
|
|
|
2,330,923
|
|
||
Long-term portion of capital lease obligations
|
105,205
|
|
|
38,741
|
|
||
Commitments and contingencies
|
|
|
|
||||
Member's capital
|
70,343,234
|
|
|
72,690,665
|
|
||
Total liabilities and member's capital
|
$
|
89,421,935
|
|
|
$
|
120,056,305
|
|
Kreher Steel Company, LLC and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
Years ended December 31,
|
|||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net revenues
|
$
|
160,103,637
|
|
|
$
|
259,486,523
|
|
|
$
|
230,350,590
|
|
Cost of sales
|
136,665,061
|
|
|
216,093,492
|
|
|
192,600,138
|
|
|||
Gross profit
|
23,438,576
|
|
|
43,393,031
|
|
|
37,750,452
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Selling
|
11,533,549
|
|
|
13,670,360
|
|
|
12,466,985
|
|
|||
General and administrative
|
11,583,469
|
|
|
10,263,243
|
|
|
8,956,275
|
|
|||
Non cash goodwill impairment charge
|
3,525,247
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
26,642,265
|
|
|
23,933,603
|
|
|
21,423,260
|
|
|||
(Loss) income from operations
|
(3,203,689
|
)
|
|
19,459,428
|
|
|
16,327,192
|
|
|||
Other (income) expense
|
|
|
|
|
|
||||||
Interest expense
|
433,323
|
|
|
343,640
|
|
|
397,256
|
|
|||
Interest income
|
(104
|
)
|
|
(2,985
|
)
|
|
(155
|
)
|
|||
Other income, net
|
(40,028
|
)
|
|
(191,268
|
)
|
|
(190,593
|
)
|
|||
Net (loss) income before taxes
|
(3,596,880
|
)
|
|
19,310,041
|
|
|
16,120,684
|
|
|||
Income tax (benefit) provision
|
(720,690
|
)
|
|
3,755,450
|
|
|
2,401,060
|
|
|||
NET (LOSS) INCOME
|
(2,876,190
|
)
|
|
15,554,591
|
|
|
13,719,624
|
|
|||
|
|
|
|
|
|
||||||
Other comprehensive (loss) income
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
1,191,356
|
|
|
(397,812
|
)
|
|
(362,989
|
)
|
|||
COMPREHENSIVE (LOSS) INCOME
|
$
|
(1,684,834
|
)
|
|
$
|
15,156,779
|
|
|
$
|
13,356,635
|
|
Kreher Steel Company, LLC and Subsidiaries
CONSOLIDATED STATEMENTS OF MEMBERS’ CAPITAL
Three years ended December 31, 2015
|
|||||||||||||||||||
|
|
|
|
|
|
|
Accumulated
|
|
|
||||||||||
|
|
|
|
|
|
|
other
|
|
Total
|
||||||||||
|
Member's
|
|
Retained
|
|
Accumulated
|
|
comprehensive
|
|
member's
|
||||||||||
|
contribution
|
|
earnings
|
|
distributions
|
|
income (loss)
|
|
capital
|
||||||||||
Balance at January 1, 2013, 400 units
|
1,802,319
|
|
|
116,660,961
|
|
|
(42,118,753
|
)
|
|
15,544
|
|
|
76,360,071
|
|
|||||
Net income
|
—
|
|
|
13,719,624
|
|
|
—
|
|
|
—
|
|
|
13,719,624
|
|
|||||
Distributions
|
—
|
|
|
—
|
|
|
(7,925,562
|
)
|
|
—
|
|
|
(7,925,562
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(362,989
|
)
|
|
(362,989
|
)
|
|||||
Balance at December 31, 2013, 400 units
|
1,802,319
|
|
|
130,380,585
|
|
|
(50,044,315
|
)
|
|
(347,445
|
)
|
|
81,791,144
|
|
|||||
Net income
|
—
|
|
|
15,554,591
|
|
|
—
|
|
|
—
|
|
|
15,554,591
|
|
|||||
Distributions
|
—
|
|
|
—
|
|
|
(24,257,258
|
)
|
|
—
|
|
|
(24,257,258
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(397,812
|
)
|
|
(397,812
|
)
|
|||||
Balance at December 31, 2014, 400 units
|
1,802,319
|
|
|
145,935,176
|
|
|
(74,301,573
|
)
|
|
(745,257
|
)
|
|
72,690,665
|
|
|||||
Net loss
|
—
|
|
|
(2,876,190
|
)
|
|
—
|
|
|
—
|
|
|
(2,876,190
|
)
|
|||||
Distributions
|
—
|
|
|
—
|
|
|
(662,597
|
)
|
|
—
|
|
|
(662,597
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
1,191,356
|
|
|
1,191,356
|
|
|||||
Balance at December 31, 2015, 400 units
|
$
|
1,802,319
|
|
|
$
|
143,058,986
|
|
|
$
|
(74,964,170
|
)
|
|
$
|
446,099
|
|
|
$
|
70,343,234
|
|
Kreher Steel Company, LLC and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31,
|
|||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(2,876,190
|
)
|
|
$
|
15,554,591
|
|
|
$
|
13,719,624
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
2,389,751
|
|
|
2,293,664
|
|
|
2,216,894
|
|
|||
Deferred taxes
|
(898,495
|
)
|
|
(137,968
|
)
|
|
(390,537
|
)
|
|||
Non cash goodwill impairment charge
|
3,525,247
|
|
|
—
|
|
|
—
|
|
|||
Bad debt expense (adjustment)
|
54,497
|
|
|
48,602
|
|
|
(607,635
|
)
|
|||
(Gain) loss on sale of property and equipment
|
(11,020
|
)
|
|
20,487
|
|
|
9,635
|
|
|||
Changes in assets and liabilities
|
|
|
|
|
|
||||||
Accounts receivable
|
12,197,484
|
|
|
(1,835,526
|
)
|
|
(5,400,225
|
)
|
|||
Inventory
|
14,828,506
|
|
|
(11,766,966
|
)
|
|
13,591,901
|
|
|||
Prepaid expenses and other assets
|
(363,953
|
)
|
|
340,740
|
|
|
608,511
|
|
|||
Accounts payable
|
(1,524,282
|
)
|
|
891,895
|
|
|
(1,344,931
|
)
|
|||
Accrued expenses
|
(673,964
|
)
|
|
553,598
|
|
|
(723,252
|
)
|
|||
Net cash provided by operating activities
|
26,647,581
|
|
|
5,963,117
|
|
|
21,679,985
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(2,176,204
|
)
|
|
(3,042,371
|
)
|
|
(1,788,559
|
)
|
|||
Proceeds from sale of property and equipment
|
22,200
|
|
|
54,963
|
|
|
89,467
|
|
|||
Net cash used in investing activities
|
(2,154,004
|
)
|
|
(2,987,408
|
)
|
|
(1,699,092
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Repayment on revolving lines of credit
|
(27,300,060
|
)
|
|
(7,700,000
|
)
|
|
(25,100,000
|
)
|
|||
Borrowings on revolving lines of credit
|
3,200,000
|
|
|
28,500,000
|
|
|
13,400,000
|
|
|||
Repayment on capital lease obligations and other debt
|
(33,513
|
)
|
|
(1,858,365
|
)
|
|
(211,648
|
)
|
|||
Distributions to member
|
(662,597
|
)
|
|
(24,257,258
|
)
|
|
(7,925,562
|
)
|
|||
Net cash used in financing activities
|
(24,796,170
|
)
|
|
(5,315,623
|
)
|
|
(19,837,210
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(2,294
|
)
|
|
(68,313
|
)
|
|
(17,688
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(304,887
|
)
|
|
(2,408,227
|
)
|
|
125,995
|
|
|||
Cash and cash equivalents at beginning of year
|
1,091,123
|
|
|
3,499,350
|
|
|
3,373,355
|
|
|||
Cash and cash equivalents at end of year
|
$
|
786,236
|
|
|
$
|
1,091,123
|
|
|
$
|
3,499,350
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
||||||
Cash paid during the year for
|
|
|
|
|
|
||||||
Interest
|
$
|
413,697
|
|
|
$
|
243,487
|
|
|
$
|
346,089
|
|
Income taxes, net of refunds
|
609,425
|
|
|
3,770,000
|
|
|
1,994,098
|
|
|||
Supplemental disclosures of non-cash investing and financing activities
|
|
|
|
|
|
||||||
Acquisition of machinery and equipment through capital leases
|
$
|
111,342
|
|
|
$
|
—
|
|
|
$
|
46,969
|
|
Acquisition of property and equipment through accounts payable
|
$
|
31,823
|
|
|
$
|
165,594
|
|
|
$
|
19,320
|
|
|
|
Fair value measures at
|
||||||
|
|
December 31, 2015
|
||||||
|
|
Significant unobservable inputs (Level 3)
|
|
Total losses
|
||||
Nonrecurring fair value measurements
|
|
|
|
|
||||
Goodwill (a)
|
|
$
|
—
|
|
|
$
|
3,523,247
|
|
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Beginning balance
|
$
|
1,773,961
|
|
|
$
|
1,828,606
|
|
(Adjustment) Provision
|
(76,504
|
)
|
|
106,663
|
|
||
Write-offs
|
(15,813
|
)
|
|
(161,308
|
)
|
||
|
|
|
|
||||
Total inventory reserve
|
$
|
1,681,644
|
|
|
$
|
1,773,961
|
|
Asset description
|
|
Life
|
|
|
|
Furniture and fixtures
|
|
5 - 7 years
|
Office equipment
|
|
5 - 7 years
|
Machinery and equipment
|
|
7 - 10 years
|
Automobiles and trucks
|
|
3 - 5 years
|
Building and leasehold improvements
|
|
7 - 40 years
|
|
2015
|
|
2014
|
||||
Intangible assets
|
|
|
|
||||
Finite life
|
|
|
|
||||
Non-compete agreements
|
$
|
220,000
|
|
|
$
|
220,000
|
|
Non-contractual customer relationships
|
980,000
|
|
|
980,000
|
|
||
|
|
|
|
||||
|
1,200,000
|
|
|
1,200,000
|
|
||
|
|
|
|
||||
Less accumulated amortization
|
1,200,000
|
|
|
1,169,376
|
|
||
|
|
|
|
||||
Net intangible assets
|
$
|
—
|
|
|
$
|
30,624
|
|
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Beginning balance
|
$
|
485,172
|
|
|
$
|
475,000
|
|
Bad debt expense
|
54,497
|
|
|
48,602
|
|
||
Recoveries
|
—
|
|
|
1,250
|
|
||
Accounts written off
|
(43,528
|
)
|
|
(39,680
|
)
|
||
|
|
|
|
||||
Total allowance for doubtful accounts
|
$
|
496,141
|
|
|
$
|
485,172
|
|
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Revolving line of credit
|
$
|
9,000,000
|
|
|
$
|
33,100,000
|
|
|
2015
|
|
2014
|
||||
Deferred tax assets
|
|
|
|
||||
UNICAP
|
$
|
1,524,318
|
|
|
$
|
762,845
|
|
Accounts receivable and inventory reserves and other
|
378,560
|
|
|
390,863
|
|
||
Foreign currency unrealized loss
|
543,749
|
|
|
—
|
|
||
|
|
|
|
||||
Total gross deferred tax assets
|
2,446,627
|
|
|
1,153,708
|
|
||
|
|
|
|
||||
Valuation allowance
|
(543,749
|
)
|
|
—
|
|
||
|
|
|
|
||||
Total net deferred tax assets
|
1,902,878
|
|
|
1,153,708
|
|
||
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Amortization of intangibles
|
—
|
|
|
(12,250
|
)
|
||
Depreciation and other
|
(2,181,598
|
)
|
|
(2,318,673
|
)
|
||
|
|
|
|
||||
Total deferred tax liabilities
|
(2,181,598
|
)
|
|
(2,330,923
|
)
|
||
|
|
|
|
||||
Net deferred tax liabilities
|
$
|
(278,720
|
)
|
|
$
|
(1,177,215
|
)
|
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Net current assets
|
$
|
1,902,878
|
|
|
$
|
1,153,708
|
|
Net long-term liabilities
|
(2,181,598
|
)
|
|
(2,330,923
|
)
|
||
|
|
|
|
||||
Total net deferred tax liabilities
|
$
|
(278,720
|
)
|
|
$
|
(1,177,215
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
308,379
|
|
|
$
|
3,289,892
|
|
|
$
|
2,553,576
|
|
State
|
107,995
|
|
|
593,421
|
|
|
212,006
|
|
|||
Foreign
|
(238,569
|
)
|
|
10,105
|
|
|
26,015
|
|
|||
Deferred
|
(898,495
|
)
|
|
(137,968
|
)
|
|
(390,537
|
)
|
|||
|
|
|
|
|
|
||||||
Total income tax (benefit) expense
|
$
|
(720,690
|
)
|
|
$
|
3,755,450
|
|
|
$
|
2,401,060
|
|
|
2015
|
|
2014
|
|
2013
|
|||
|
|
|
|
|
|
|||
U.S. statutory tax rate
|
34.0
|
%
|
|
34.0
|
%
|
|
34.0
|
%
|
Non-taxable LLC income
|
30.3
|
|
|
(16.2
|
)
|
|
(19.8
|
)
|
Valuation allowance
|
(14.0
|
)
|
|
—
|
|
|
—
|
|
State and local taxes - net of federal tax expense
|
(3.0
|
)
|
|
3.1
|
|
|
1.6
|
|
Differences in foreign taxes
|
2.4
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Goodwill impairment
|
(33.3
|
)
|
|
—
|
|
|
—
|
|
Permanent and other
|
3.6
|
|
|
(1.4
|
)
|
|
(0.8
|
)
|
|
|
|
|
|
|
|||
Effective tax rate
|
20.0
|
%
|
|
19.4
|
%
|
|
14.9
|
%
|
Years ending December 31,
|
|
|
||
2016
|
|
$
|
52,189
|
|
2017
|
|
52,189
|
|
|
2018
|
|
43,086
|
|
|
2019
|
|
24,879
|
|
|
2020
|
|
5,569
|
|
|
Total future capital lease obligation payments
|
|
177,912
|
|
|
Less amounts representing interest
|
|
(43,526
|
)
|
|
Present value of future capital lease obligation payments
|
|
$
|
134,386
|
|
Brian P. Anderson
|
Director since 2005
|
Age 65
|
|
|
|
||
Board Chairman
Committees:
Governance
Chairperson
Audit
Member
Human Resources Interim Chairperson
|
Non-executive Chairman of the Board of the Company since 2010. Former Executive Vice President/CFO of OfficeMax, Incorporated, a distributor of business to business and retail office products, from 2004 to 2005. Mr. Anderson was also Senior Vice President and Chief Financial Officer of Baxter International, Inc., a medical products and services company, from 1998 to 2004. Mr. Anderson also serves on the board of directors of W.W. Grainger, Inc., a global broad line supplier of maintenance, repair, and operating products, since 1999, PulteGroup, Inc., a homebuilding company, since 2005, and James Hardie Industries, Plc, a global manufacturer of fiber cement siding and backerboard, since 2006.
Mr. Anderson served as the chief financial officer of two publicly-traded companies, held finance positions including corporate controller and vice president of audit, and was an audit partner at an international public accounting firm. As a result, he has in-depth knowledge of accounting and finance as well as familiarity in risk management and risk assessment and the application of the Committee of Sponsoring Organizations of the Treadway Commission internal controls framework. In addition, while serving as a chief financial officer, Mr. Anderson had primary responsibility for the supply chain and logistics of that company, experience that is very valuable to companies in Castle’s industry. Mr. Anderson presently serves on the compensation committee of one public company, the governance committee of three, and the audit committee of four, including Castle.
|
Reuben S. Donnelley
|
Director since 2011
|
Age 57
|
|
|
|
||
Committees:
|
General Partner at W.B. & Co., a nominee partnership, since 2013. Mr. Donnelley served as a broker at Cassandra Trading Group, L.L.C., a registered broker-dealer and market maker, from 2005 to 2013. He is also a director of Simpson Estates, Inc., a private asset management firm, since 1996.
Mr. Donnelley’s years of experience with capital market transactions and private equity investments, including extensive experience with investments in both public and private companies, provides valuable financial expertise to the Board.
|
Pamela Forbes Lieberman
|
Director since 2007
|
Age 61
|
|
|
|
|
|
Committees:
Audit Chairperson
Governance
Member
Human Resources Member
|
Interim Chief Operating Officer of Entertainment Resource, Inc., a video distributor, from March 2006 to August 2006. Ms. Forbes Lieberman was Director, President, and Chief Executive Officer of TruServ Corporation (now known as True Value Company), a member owned wholesaler of hardware and related merchandise, and provider of marketing, merchandising and other value added services, from 2001 to 2004. Ms. Forbes Lieberman is also a director of Standard Motor Products, Inc., a leading manufacturer, distributor, and marketer of replacement parts for motor vehicles, since 2007, and VWR Corporation, a provider of laboratory products, services, and solutions, since 2009. She is also a member of the Board of Directors of the Company’s Kreher Steel joint venture, and has served as Chairperson of the Company’s Audit Committee since 2012.
Ms. Forbes Lieberman’s service as Chief Executive Officer of True Value Company brings to the Board senior executive experience leading a publicly traded wholesale/distribution business, with expertise in turnaround management, communications, culture change, and distribution and supply chain strategies. Ms. Forbes Lieberman also possesses valuable financial expertise, including extensive experience as chief financial officer of various distribution and manufacturing businesses, both public and private, where she was directly responsible for financial and accounting issues, acquisitions and divestitures and information systems. She also possesses public accounting expertise as a former senior manager at PricewaterhouseCoopers LLP. Through her service on the boards described above, she has valuable experience in governance, executive compensation, and finance, including private equity, and audit issues.
|
Gary A. Masse
|
Director since 2012
|
Age 54
|
|
|
|||
Committees:
Audit
Member
Human Resources Member
Finance Member
|
Chief Executive Officer of Coveris Holdings Corp., a global plastics packaging company, since April 2014. Mr. Masse previously served as Chief Executive Officer of Precision Holding, LLC, a leading global manufacturing and engineering services company, from 2010 to April 2014. Mr. Masse served as Group President - Cooper Tools & Hardware, a business unit of Cooper Industries Plc, a diversified manufacturer of electrical products, tools and hardware, from 2006 to 2010. Mr. Masse joined Cooper after nine years with Danaher Corporation, a global designer, manufacturer and marketer of a wide variety of industrial products, where he most recently served as Vice President and Group Executive of its Gilbarco/Veeder-Root business, a leading provider of equipment and integrated technology solutions to the retail petroleum and commercial fueling industry, from 2003 to 2005.
Mr. Masse’s service as Chief Executive Officer of Coveris Holdings Corp. and previously of Precision Holding, LLC and his other executive and management experience well qualifies him to serve on our Board. His expertise in leading complex global organizations, as well as strong background and experience in engineering, manufacturing (domestic and international), and business development contributes greatly to the Board’s composition.
|
Jonathan B. Mellin
|
Director since 2014
|
Age 52
|
|
|
|
||
Committees:
Finance
Chairperson
Governance
Member
Human Resources Member
|
President and Chief Executive Officer of Simpson Estates, Inc., a private asset management firm, since 2013. Mr. Mellin became President of Simpson Estates, Inc. in 2012, prior to being appointed as Chief Executive Officer. Prior to joining Simpson Estates, Inc., Mr. Mellin served as the Chief Financial Officer for the Connors Family group of companies, from 2005 to 2012.
Mr. Mellin’s years of experience as the Chief Financial Officer of large private companies and subsidiaries of publicly-held companies provides valuable financial expertise to the Board, including extensive experience in annual business planning, forecasting, and expense reduction. His expertise in leading complex finance functions as well as strong background and experience with strategic acquisitions and major restructuring projects contributes greatly to the Board’s composition. Mr. Mellin is also a Certified Public Accountant.
|
Kenneth H. Traub
|
Director since 2015
|
Age 54
|
|
|
|
||
Committees:
Finance Member
|
Managing Partner at Raging Capital Management, LLC, an investment management firm, since 2015. Mr. Traub previously served as President and Chief Executive Officer of Ethos Management, LLC, an investment advisory company, from 2009 to 2015 and was the General Partner of Rosemark Capital, a private equity firm, from 2013 to 2015. Mr. Traub has also previously served as President and Chief Executive Officer of American Bank Note Holographics, Inc., a global supplier of optical security devices, from 1999 until its acquisition by JDS Uniphase Corp. in 2008. Mr. Traub is currently a director of the following public companies: (i) Vitesse Semiconductor Corporation, a leading supplier of integrated circuit solutions for next-generation carrier and enterprise networks, since 2013, (ii) MRV Communications, Inc., a leading provider of optical communications network equipment and integration, since 2011, (iii) DSP Group, Inc., a leading global provider of wireless chipset solutions for converged communications, since 2012, and (iv) Athersys, Inc., a biotechnology company engaged in the discovery and development of therapeutic product candidates, since 2012.
Mr. Traub’s more than 20 years of senior management, corporate governance, turnaround and transactional experience with various public and private companies qualifies him to serve on our Board. His wealth of board experience will allow him to provide valuable advice and guidance to our Board.
|
Allan J. Young
|
Director since 2015
|
Age 59
|
||
|
|
|
||
Committees:
Finance
Member
Governance
Member
|
Managing Partner at Raging Capital Management, LLC, an investment management firm, since 2006. Mr. Young previously served as a Director of Research at RateFinancials, Inc., an independent securities research firm, from 2003 to 2006, and as a director of SMG Indium Resources Ltd., a company that stockpiles indium for consumer electronics manufacturing applications, from 2013 to 2015.
Mr. Young’s extensive experience in financial analysis, accounting, public company reporting, and corporate governance well qualifies him to serve on our Board. His strong financial background and experience with investment analysis provides the Board with valuable financial expertise.
|
|
Responsibilities
|
Committee Members
|
AUDIT
COMMITTEE
|
Oversight of the quality and integrity of the company’s financial statements and internal controls.
Monitors the Company’s compliance with legal and regulatory requirements.
Reviews the qualifications, performance, and independence of the Company’s independent auditors.
Reviews the performance of the Company’s internal audit function.
Oversight of annual risk management assessments.
Monitors reports received on the Company’s incident reporting hotline.
Oversight of compliance program, including an annual review of the Code of Conduct.
Prepares the “Report of the Audit Committee” for our stockholders included in the Company's annual meeting proxy.
|
Ms. Forbes Lieberman (Chair)
Mr. Anderson
Mr. Masse
|
FINANCE COMMITTEE
|
Reviews, evaluates, and makes recommendations to the Board regarding the Company’s capital structure, working capital management, and other financial strategies.
Assists the Board in oversight of share redemption and purchase activities.
Reviews financial risk management, including interest rates, foreign exchange, etc.
|
Mr. Mellin (Chair)
Mr. Masse
Mr. Traub
Mr. Young
|
GOVERNANCE COMMITTEE
|
Oversight of governance policies and practices.
Reviews governance-related legal and regulatory matters that could impact the Company.
Reviews and makes recommendations on the overall size and composition of the Board and its Committees.
Oversight of Board recruitment, including identification of potential director candidates, evaluating candidates, and recommending nominees for membership to the full Board.
Leads the annual self-evaluation of the Board and its Committees and reports the results.
|
Mr. Anderson (Chair)
Ms. Forbes Lieberman
Mr. Mellin
Mr. Young
|
HUMAN RESOURCES COMMITTEE
|
Determines the composition and value of non-CEO executive officer compensation and makes recommendations with respect to CEO compensation to the independent members of the Board who collectively have final approval authority.
Reviews the compensation philosophy, selection of compensation elements to balance risk, reward, and retention objectives, and the alignment of incentive compensation to the Company’s strategy.
Oversight of compensation plans and policies.
Retains authority to retain and terminate a compensation consultant.
Reviews and recommends changes to the Board regarding Director compensation.
Prepares the Human Resources Committee’s report to stockholders as provided below in the section titled “Report of the Human Resources Committee”.
|
Mr. Anderson (Interim Chair
1
)
Ms. Forbes Lieberman
Mr. Masse
|
•
|
Business experience
|
•
|
Integrity
|
•
|
Absence of conflict or potential conflict of interest
|
•
|
Ability to make independent analytical inquiries
|
•
|
Understanding of the Company’s business environment
|
•
|
Willingness to devote adequate time to Board duties
|
Name
|
Position
|
Notes
|
Steven Scheinkman
|
President and Chief Executive Officer
|
Appointed to current role on April 16, 2015.
|
Patrick Anderson
|
Executive Vice President, Chief Financial Officer and Treasurer
|
Appointed to current expanded CFO role on May 27, 2015.
|
Marec Edgar
|
Executive Vice President, General Counsel, Secretary & Chief Administrative Officer
|
Appointed to current expanded CAO role on May 27, 2015.
|
Thomas Garrett
|
Vice President, President, Total Plastics
|
Appointed to current role on March 28, 1988.
|
Ronald Knopp
|
Executive Vice President, Chief Operating Officer
|
Appointed to current expanded COO role on May 27, 2015.
|
Scott Dolan
|
Former President and Chief Executive Officer
|
Resigned on April 16, 2015.
|
Stephen Letnich
|
Former Chief Commercial Officer
|
Separated from employment on June 24, 2015.
|
Checklist of Compensation Practices
|
|
WHAT WE DO
|
WHAT WE DON’T DO
|
ü
Stringent stock ownership guidelines
ü
Align executive compensation with stockholder returns through long-term incentives
ü
Include “double-trigger” change in control provisions in change-in-control agreements
ü
Balance of short- and long-term incentives
ü
Clawback provisions in all compensation programs
ü
Annual stockholder “say-on-pay” advisory vote
ü
Condition grants of long-term incentive awards on execution of appropriate restrictive covenants
|
û
Generally do not utilize employment contracts
û
No repricing underwater options
û
No tax gross-ups
û
No excessive perquisites
û
No hedging of Company stock
û
No pledging of Company stock
|
CEO 2015 Target Total Direct Compensation
|
|
Base Salary
|
44%
|
Cash Annual Incentive
|
15%
|
Long-Term Incentive
|
41%
|
Applied Industrial Tech, Inc.
|
Olympic Steel Inc.
|
Carpenter Technology Corp.
|
Quanex Building Products Corporation
|
Gibraltar Industries, Inc.
|
Schnitzer Steel Industries, Inc.
|
Global Brass and Copper Holdings
|
Shiloh Industries, Inc.
|
Haynes International, Inc.
|
The Timken Company
|
Kaman Corporation
|
Worthington Industries, Inc.
|
Lawson Products, Inc.
|
|
•
|
Strategic leadership
|
•
|
Driving execution
|
•
|
Cross-functional alignment and collaboration
|
•
|
Decision making
|
•
|
Talent management
|
•
|
Engaging and influencing others
|
•
|
Business, financial, and other relevant subject matter acumen
|
•
|
No changes were made to Mr. Scheinkman’s salary due to his April 16, 2015, hire date.
|
•
|
Mr. Patrick Anderson received an increase of 29% on May 27, 2015, in connection with his permanent appointment as Executive Vice President, Chief Financial Officer and Treasurer and expanded responsibilities.
|
•
|
Mr. Edgar received an increase of 18% on May 27, 2015, in connection with his expanded role as Executive Vice President, General Counsel, Secretary and Chief Administrative Officer.
|
•
|
No changes were made to Mr. Garrett’s salary.
|
•
|
Mr. Knopp received an increase of 30% on May 27, 2015, in connection with his expanded role as Executive Vice President, Chief Operating Officer.
|
|
|
|
|
|
Name
|
Original Target Bonus Opportunity
|
July 2015 Target Cash Bonus Opportunity
|
July 2015
Stock Option Award (#)
|
Stock Option Award Grant Date Value
|
Steven Scheinkman
(1)
|
$576,148
|
$230,459
|
50,000
|
$105,000
|
Patrick Anderson
|
$165,000
|
$66,000
|
14,100
|
$29,610
|
Marec Edgar
|
$187,000
|
$74,800
|
15,900
|
$33,390
|
Thomas Garrett
(2)
|
$99,502
|
$99,502
|
—
|
—
|
Ronald Knopp
|
$165,000
|
$66,000
|
14,100
|
$29,610
|
|
|
|
|
|
(1)
|
Mr. Scheinkman’s target cash award opportunity under the 2015 STIP was prorated based on his April 16, 2015 start date as President and Chief Executive Officer.
|
(2)
|
The performance measures applicable to Mr. Garrett’s 2015 STIP opportunity were EBITDA, On-Time Delivery, and Days’ Sales in Inventory for TPI for the year.
|
|
|
Name
|
Actual 2015 STIP Cash Payout
|
Steven Scheinkman
(1)
|
$230,459
|
Patrick Anderson
|
$165,000
|
Marec Edgar
|
$187,000
|
Thomas Garrett
(2)
|
—
|
Ronald Knopp
|
$165,000
|
|
|
(1)
|
The Board determined to pay Mr. Scheinkman’s 2015 STIP award at his July 2015 target amount.
|
(2)
|
In lieu of a payout under the 2015 STIP and pursuant to the retention agreement entered into on February 15, 2016 (described in more detail in the section below entitled, “Retention Agreements”), Mr. Garrett will receive a $100,000 cash bonus, provided that he remains employed by the Company through the earlier of April 1, 2016, or a sale of TPI.
|
•
|
31% in 2013
|
•
|
0% in 2014
|
•
|
59% in 2015
|
|
|
|
|
Name
|
Restricted Stock Units Award
|
Stock Option Award
|
Stock Option Award Grant Price
|
Steven Scheinkman
|
65,000
|
180,000
|
$3.92
|
Patrick Anderson
|
7,394
|
36,505
|
$3.92
|
Marec Edgar
|
11,454
|
41,373
|
$3.92
|
Thomas Garrett
|
7,914
|
24,216
|
$3.92
|
Ronald Knopp
|
9,147
|
36,505
|
$3.92
|
|
|
|
|
|
|
|
|
|
||
|
|
Performance Shares
|
||||
Name
|
Restricted Stock Units
|
Threshold
|
Target
|
Maximum
|
||
Patrick Anderson
|
3,002
|
3,007
|
6,013
|
12,026
|
||
Marec Edgar
|
4,937
|
4,944
|
9,888
|
19,776
|
||
Thomas Garrett
|
3,374
|
3,380
|
6,759
|
13,518
|
||
Ronald Knopp
|
3,632
|
3,638
|
7,275
|
14,550
|
||
Scott Dolan
(1)
|
29,979
|
30,025
|
60,049
|
120,098
|
||
Stephen Letnich
(1)
|
8,118
|
8,130
|
16,259
|
32,518
|
||
|
|
|
|
|
(1)
|
Outstanding awards forfeited upon departure from the Company.
|
|
|
|
Name
|
Restricted Stock Units
|
Performance Shares
(1)
|
Patrick Anderson
|
2,300
|
—
|
Thomas Garrett
|
2,900
|
—
|
Ronald Knopp
|
2,700
|
—
|
Scott Dolan
(2)
|
17,342
|
—
|
Stephen Letnich
(3)
|
—
|
—
|
|
|
|
(1)
|
The Human Resources Committee reviewed the extent to which the performance measures were met and determined that the Company’s RTSR performance was below the 25
th
percentile and the Modified ROIC was below 10%. As the results were below the threshold goals, there were no performance shares paid out under the 2013-2015 LTCP.
|
(2)
|
Represents a prorated payout of the 2013-2015 LTCP RSUs, paid out pursuant to Mr. Dolan’s Separation Agreement.
|
(3)
|
Shares were forfeited upon Mr. Letnich’s departure from the Company.
|
•
|
A retention bonus equal to 75% of his annual base salary, payable within 30 days following the closing of a transaction or series of transactions in which all or substantially all of the assets or common stock of TPI are sold, transferred, or otherwise disposed of (a “Sale of TPI”) before the first anniversary of the effective date of the agreement. Mr. Garrett must remain employed by TPI or an affiliate thereof through such a sale in order to receive the retention bonus (he will also be entitled to receive the retention bonus in the event that his employment is terminated without “cause” or for “good reason,” as such terms are defined therein, during the term of the agreement and before a Sale of TPI).
|
•
|
A lump sum “enterprise value escalator” if the gross sale price at the closing of a Sale of TPI exceeds the target price established by the Human Resources Committee. Such enterprise value escalator will be equal to $1.25 for every $100 by which the sale price realized on a Sale of TPI exceeds the target price, provided that Mr. Garrett has remained continuously employed by TPI and the successor thereto for at least 180 days following the Sale of TPI (he will also be entitled to receive the enterprise value escalator in the event that his employment is terminated without cause or for good reason after the Sale of TPI, but before 180 days following the Sale of TPI).
|
•
|
Enhanced severance benefits if Mr. Garrett’s employment is terminated (by TPI or its successor) within 24 months following the Sale of TPI without cause or for good reason, equal to the sum of: (i) 1.5 times Mr. Garrett’s annualized base salary, and (ii) the grossed-up cost of 18 months of COBRA continuation coverage at the same level of coverage that Mr. Garrett had elected prior to his termination, payable within 30 days following his termination of employment. Any severance benefits payable under the retention agreement would be reduced by base salary amounts and COBRA benefits payable under Mr. Garrett’s severance and/or change in control agreements. Mr. Garrett would be required to timely execute and not revoke a waiver and release of all claims against TPI and its affiliates.
|
•
|
A $100,000 cash payment in lieu of any amount payable to Mr. Garrett under the Company’s 2015 STIP (as noted above) on the earlier of April 1, 2016 or a Sale of TPI, provided that Mr. Garrett has remained continuously employed by TPI or an affiliate thereof until the earlier of such dates.
|
•
|
Salaried Pension Plan and Supplemental Pension Plan
|
•
|
401(k) Savings and Retirement Plan
|
•
|
Supplemental 401(k) Savings and Retirement Plan
|
•
|
Automobile usage or stipends.
|
•
|
Phone allowances.
|
•
|
Personal Excess Liability Coverage policy.
|
•
|
Reimbursement of spousal travel expenses on Company business.
|
•
|
Medical, dental, life insurance, short-term, and long-term disability coverage (standard benefits available to most of our employees).
|
•
|
Executive officers must reach stock ownership levels (provided in table below) within five years of their appointment as an officer.
|
•
|
Until the executive officer meets the stock ownership requirement, the executive officer must retain 100% of the after-tax shares of vested restricted stock and 100% of the net after-tax shares of an option exercise.
|
•
|
After the executive officer meets the stock ownership requirement, the executive officer must retain at least 50% of the after-tax shares of vested restricted stock and 100% of the net after-tax shares of an option exercise for a period of six months.
|
•
|
Compliance reports are presented to the Human Resources Committee on an annual basis.
|
•
|
Shares owned outright and beneficially, shares held in nonqualified retirement plans, performance-based shares earned but not yet paid, time-based restricted stock and restricted stock units, and vested stock options count toward satisfaction of the ownership guidelines. Unexercised, vested stock options are valued at the amount recognized by the Company for financial statement reporting purposes.
|
•
|
Unvested stock options and unearned performance shares do not help satisfy ownership requirements.
|
|
|
|
|
|
Name
|
Ownership Requirement as a % of Base Salary
|
Number of Shares Required
(1)
|
Number of Shares Owned
|
Date to Meet Requirements
|
Steven Scheinkman
|
500%
|
883,152
|
72,500
|
04/16/2018
|
Patrick Anderson
|
300%
|
244,565
|
47,961
|
09/26/2019
|
Marec Edgar
|
100%
|
92,391
|
21,479
|
04/01/2019
|
Thomas Garrett
|
100%
|
67,597
|
57,784
|
03/05/2014
|
Ronald Knopp
|
100%
|
81,522
|
29,123
|
07/02/2018
|
|
|
|
|
|
(1)
|
The ownership value will be calculated based on the executive’s base salary and the “fair market value” of the stock at the time that the ownership value is measured, rather than at the time of the initial acquisition of the stock. For purposes of this valuation, “fair market value” of the stock shall equal the average stock price of the Company’s common stock for the 200-day period prior to the measurement date, and in the case of vested unexercised stock options the “fair market value” shall equal the dollar value of those awards recognized by the Company for financial statement reporting purposes.
|
•
|
Base salary
|
•
|
Discretionary bonuses
|
•
|
Restricted stock awards
|
•
|
Review of the Company's executive compensation program designs and levels, including the mix of total compensation elements, compared to industry peer groups and broader market practices.
|
•
|
Information on emerging trends and legislative developments in executive compensation and implications for the Company.
|
•
|
Review of the Company's executive and director stock ownership guidelines, compared to industry peer groups and broader market practices.
|
•
|
Review of the Company's director compensation program compared to industry peer groups and broader market practices.
|
•
|
Completed an inventory of the Company’s compensation programs, with input from the Company’s outside legal counsel as to a framework for assessing compensation risk;
|
•
|
Reviewed both business and compensation risk to ensure that the Company’s compensation plans appropriately take into account key business risks and do not have design flaws which motivate inappropriate or excessive risk taking; and
|
•
|
Reported its findings to the Human Resources Committee.
|
(1)
|
Salary and bonus represents approximately 29.4%, 21.7%, 62.3%, 64.1%, 66.3%, 64.5%, and 35.4% of total compensation for the year 2015 for Messrs. Scheinkman, Dolan, Anderson, Edgar, Garrett, Knopp, and Letnich, respectively. The amount in this column for Mr. Scheinkman does not include the fee ($2,500) that he received for his service as a non-employee director on the Board for a portion of 2015 prior to becoming Chief Executive Officer (such amount is instead reported in the Director Compensation Table).
|
(2)
|
The amounts in this column include the following: for 2015 - discretionary bonuses for Mr. Anderson ($20,000); Mr. Edgar ($50,000); and Mr. Knopp ($26,929); and the portion of the 2015 STIP bonuses for Messrs. Anderson, Edgar, and Knopp in excess of their target bonuses; for 2014 - a discretionary bonus for Mr. Anderson and a sign-on bonus for Mr. Edgar; and for 2013 - a sign-on bonus for Mr. Letnich.
|
(3)
|
The amounts reported in this column reflect the aggregate grant date fair value of stock-based awards (other than stock options) granted in the year computed in accordance with FASB ASC Topic 718, except that in compliance with SEC requirements, for awards that are subject to performance conditions, we reported the value at the grant date based upon the probable outcome of such conditions. These amounts are not paid or realized by the officer. Additional information about these values is included in Note 8 to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2015.
|
(4)
|
The amounts reported in this column reflect the aggregate grant date fair value of stock options granted under the 2015 STIP and under the 2015-2017 LTCP, computed in accordance with ASC Topic 718. Additional information about these values is included in Note 8 to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2015.
|
(5)
|
Reflects the cash awards under the Company’s STIP (amounts earned during the applicable fiscal year but paid after the end of that fiscal year).
|
(6)
|
Reflects the actuarial decrease in the present value of the Named Executive Officer’s benefits under the Salaried Pension Plan and the Supplemental Pension Plan determined using assumptions consistent with those used in the Company’s financial statements. As described in more detail below under “Pension Benefits - Fiscal Year 2015,” pension accruals ceased for all Named Executive Officers in 2008, and Named Executive Officers hired after that date are not eligible for coverage under any pension plan. Accordingly, the amounts reported for the Named Executive Officers do not reflect additional accruals but reflect the fact that each of them is one year closer to “normal retirement age” as defined under the terms of the Salaried Pension Plan and the Supplemental Pension Plan as well as changes to other actuarial assumptions. For 2015, there was an actuarial decrease in the present value of the benefits under the Salaried Pension Plan for Mr. Anderson in the amount of $(461), for Mr. Garrett in the amount of $(8,289) and for Mr. Knopp of $(275); and under the Supplemental Pension Plan for Mr. Garrett in the amount of $(2,139). Because these amounts are negative, they are not reported in this column or in the Total Compensation column in the Summary Compensation Table.
|
(7)
|
The amounts shown are detailed in the supplemental “All Other Compensation Table - Fiscal Year 2015” below.
|
(8)
|
Mr. Dolan resigned on April 16, 2015.
|
(9)
|
Mr. Letnich separated from employment with the Company on June 24, 2015.
|
|
|
|
|
|
|
|
|
||||
|
401(k) Plan Company Matching Contributions ($)
|
Deferred Plan Company Matching Contributions ($)
|
Severance Payments (1)($)
|
|
Relocation
Expense
Reimbursement
($)
|
Miscellaneous ($)(2)
|
Total All Other Compensation ($)
|
||||
Steven Scheinkman
|
12,600
|
11,400
|
|
—
|
|
|
102,334
|
|
5,706
|
132,040
|
|
Scott Dolan
|
15,900
|
825
|
|
975,000
|
|
|
—
|
|
15,054
|
1,006,779
|
|
Patrick Anderson
|
7,351
|
11,077
|
|
—
|
|
|
—
|
|
17,829
|
36,257
|
|
Marec Edgar
|
15,900
|
6,965
|
|
—
|
|
|
—
|
|
15,806
|
38,671
|
|
Thomas Garrett
|
27,513
|
7,287
|
|
—
|
|
|
—
|
|
15,804
|
50,604
|
|
Ronald Knopp
|
13,669
|
—
|
|
—
|
|
|
—
|
|
4,044
|
17,713
|
|
Stephen Letnich
|
11,699
|
—
|
|
325,024
|
|
|
—
|
|
18,757
|
355,480
|
|
|
|
|
|
|
|
|
|
(1)
|
Severance payments were made to Messrs. Dolan and Letnich pursuant to their then-existing agreements.
|
(2)
|
Includes the cost, including insurance, fuel and lease payments, of a Company-provided automobile or vehicle stipend, and a cellular telephone allowance. Also includes, for Messrs. Scheinkman and Letnich, reimbursement of travel and other event related expenses associated with attendance at Company and industry events to which family members were invited.
|
|
|
|
|
|
|
|
||
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan
Awards (1)
|
All Other Stock Awards: Number
of Shares of Stock or Units (2)
($)
|
All Other Option Awards: Number of Securities Underlying Options ($)(3)(4)
|
Exercise or Base Price of Option Awards ($/Sh)
|
Grant Date Fair Value of Stock Awards
($)(4)
|
||
Name
|
Grant Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
||||
Steven Scheinkman
|
—
|
—
|
230,459
|
—
|
|
|
|
|
7/24/15
|
|
|
|
65,000
|
|
|
254,800
|
|
7/24/15
|
|
|
|
|
50,000
|
3.92
|
105,000
|
|
7/24/15
|
|
|
|
|
180,000
|
3.92
|
369,000
|
|
Patrick Anderson
|
—
|
—
|
66,000
|
—
|
|
|
|
|
7/24/15
|
|
|
|
7,394
|
|
|
28,984
|
|
7/24/15
|
|
|
|
|
14,100
|
3.92
|
29,610
|
|
7/24/15
|
|
|
|
|
36,505
|
3.92
|
74,835
|
|
Marec Edgar
|
—
|
—
|
74,800
|
—
|
|
|
|
|
7/24/15
|
|
|
|
11,454
|
|
|
44,900
|
|
7/24/15
|
|
|
|
|
15,900
|
3.92
|
33,390
|
|
7/24/15
|
|
|
|
|
41,373
|
3.92
|
84,815
|
|
Thomas Garrett
|
—
|
—
|
99,502
|
199,005
|
|
|
|
|
7/24/15
|
|
|
|
7,914
|
|
|
31,023
|
|
7/24/15
|
|
|
|
|
24,216
|
3.92
|
49,643
|
|
Ronald Knopp
|
—
|
—
|
66,000
|
—
|
|
|
|
|
7/24/15
|
|
|
|
9,147
|
|
|
35,856
|
|
7/24/15
|
|
|
|
|
14,100
|
3.92
|
29,610
|
|
7/24/15
|
|
|
|
|
36,505
|
3.92
|
74,835
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These columns show the potential cash payouts under the Company’s 2015 STIP, which is described above in the section entitled, "Annual Incentives."
|
(2)
|
Reflects the award of restricted stock units under the 2015-2017 LTCP, which is described above in the section entitled, "2015 Long-Term Incentive Award." The restricted stock unit awards vest in full on December 31, 2017, provided that the Named Executive Officer remains employed by the Company as of such date.
|
(3)
|
Reflects the award of stock options under the 2015 STIP. A description of the 2015 STIP is described above in the section entitled, "Annual Incentives." The shares underlying the option awards are subject to the following vesting schedules, provided that the Named Executive Officer remains employed by the Company as of each vesting date:
|
•
|
Mr. Scheinkman:
16,666 shares will vest and become exercisable on July 24, 2016, and 16,667 shares will vest and become exercisable on each of July 24, 2017, and July 24, 2018.
|
•
|
Mr. Anderson:
4,700 shares will vest and become exercisable on each of July 24, 2016, July 24, 2017, and July 24, 2018.
|
•
|
Mr. Edgar:
5,300 shares will vest and become exercisable on each of July 24, 2016, July 24, 2017, and July 24, 2018.
|
•
|
Mr. Knopp:
4,700 shares will vest and become exercisable on each of July 24, 2016, July 24, 2017, and July 24, 2018.
|
(4)
|
Reflects the award of restricted stock units under the 2015-2017 LTCP, which is described above in the section entitled, "2015 Long-Term Incentive Award." The shares underlying the option awards are subject to the following vesting schedules, provided that the Named Executive Officer remains employed by the Company as of each vesting date:
|
•
|
Mr. Scheinkman:
60,000 shares will vest on April 17, 2016 and become exercisable on July 24, 2016, and 60,000 shares will vest and become exercisable on each of April 17, 2017, and April 17, 2018.
|
•
|
Mr. Anderson:
12,168 shares will vest on February 25, 2016 and become exercisable on July 24, 2016, 12,168 shares will vest and become exercisable on February 25, 2017, and 12,169 shares will vest and become exercisable on February 25, 2018.
|
•
|
Mr. Edgar:
13,791 shares will vest on February 25, 2016 and become exercisable on July 24, 2016, and 13,791 shares will vest and become exercisable on each of February 25, 2017, and February 25, 2018.
|
•
|
Mr. Garrett:
8,072 shares will vest on February 25, 2016 and become exercisable on July 24, 2016, and 8,072 shares will vest and become exercisable on each of February 25, 2017, and February 25, 2018.
|
•
|
Mr. Knopp:
12,168 shares will vest on February 25, 2016 and become exercisable on July 24, 2016, 12,168 shares will vest and become exercisable on February 25, 2017, and 12,169 shares will vest and become exercisable on February 25, 2018.
|
(5)
|
The amounts shown do not reflect realized compensation by the Named Executive Officers. The amounts shown represent the value of the stock options and restricted stock units granted to the Named Executive Officers based on the grant date fair value of the awards as determined in accordance with FASB ASC Topic 718.
|
Name
|
Option Awards
|
Stock Awards
|
|||||||||||||||
Number of Shares or Units of Stock That Have Not Vested (#)(2)
|
Market Value of Shares or Units of Stock That Have Not Vested ($)(3)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)
|
||||||||||||||
Number of Securities Underlying Un-exercised Options (#) Exercisable
|
Number of Securities Underlying Un-exercised Options (#) Unexercisable
(1)
|
Option Exercise Price
($)
|
Option Expiration Date
|
||||||||||||||
Steven Scheinkman
|
—
|
|
50,000
|
|
3.92
|
|
7/23/25
|
|
|
|
|
|
|||||
|
—
|
|
180,000
|
|
3.92
|
|
7/23/25
|
|
|
|
|
|
|||||
|
|
|
|
|
65,000
|
|
103,350
|
|
|
|
|||||||
Scott Dolan(6)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Patrick Anderson
|
4,800
|
|
—
|
|
12.79
|
|
3/17/18
|
|
|
|
|
|
|||||
|
|
14,100
|
|
3.92
|
|
7/23/25
|
|
|
|
|
|
||||||
|
|
36,505
|
|
3.92
|
|
7/23/25
|
|
|
|
|
|
||||||
|
|
|
|
|
10,396
|
|
16,530
|
|
|
|
|||||||
|
|
|
|
|
|
|
3,007
|
|
4,781
|
|
|||||||
Marec Edgar
|
—
|
|
15,900
|
|
3.92
|
|
7/23/25
|
|
|
|
|
|
|||||
|
—
|
|
41,373
|
|
3.92
|
|
7/23/25
|
|
|
|
|
|
|||||
|
|
|
|
|
21,479
|
|
34,152
|
|
|
|
|||||||
|
|
|
|
|
|
|
4,944
|
|
7,861
|
|
|||||||
Thomas Garrett
|
6,300
|
|
—
|
|
12.79
|
|
3/17/18
|
|
|
|
|
|
|||||
|
—
|
|
24,216
|
|
3.92
|
|
7/23/25
|
|
|
|
|
|
|||||
|
|
|
|
|
11,288
|
|
17,948
|
|
|
|
|||||||
|
|
|
|
|
|
|
3,380
|
|
5,374
|
|
|||||||
Ronald Knopp
|
—
|
|
14,100
|
|
3.92
|
|
7/23/25
|
|
|
|
|
|
|||||
|
—
|
|
36,505
|
|
3.92
|
|
7/23/25
|
|
|
|
|
|
|||||
|
|
|
|
|
12,779
|
|
20,319
|
|
|
|
|||||||
|
|
|
|
|
|
|
3,638
|
|
5,784
|
|
|||||||
Stephen Letnich(7)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
(1)
|
The vesting schedule for the shares included in this column for each of the Named Executive Officers is as follows:
|
•
|
Mr. Scheinkman:
|
◦
|
16,666 shares will vest and become exercisable July 24, 2016;
|
◦
|
16,667 shares will vest and become exercisable on each of July 24, 2017 and July 24, 2018;
|
◦
|
60,000 shares will vest on April 17, 2016, and become exercisable on July 24, 2016; and
|
◦
|
60,000 shares will vest and become exercisable on each of April 17, 2017, and April 17, 2018.
|
•
|
Mr. Anderson:
|
◦
|
4,700 shares will vest and become exercisable on each of July 24, 2016, July 24, 2017, and July 24, 2018;
|
◦
|
12,168 shares will vest on February 25, 2016, and become exercisable on July 24, 2016;
|
◦
|
12,168 shares will vest and become exercisable on February 25, 2017; and
|
◦
|
12,169 shares will vest and become exercisable on February 25, 2018.
|
•
|
Mr. Edgar:
|
◦
|
5,300 shares will vest and become exercisable on each of July 24, 2016, July 24, 2017, and July 24, 2018;
|
◦
|
13,791 shares will vest on February 25, 2016, and become exercisable on July 24, 2016; and
|
◦
|
13,791 shares will vest and become exercisable on each of February 25, 2017, and February 25, 2018.
|
•
|
Mr. Garrett:
|
◦
|
8,072 shares will vest on February 25, 2016, and become exercisable on July 24, 2016; and
|
◦
|
8,072 shares will vest and become exercisable on each of February 25, 2017, and February 25, 2018.
|
•
|
Mr. Knopp:
|
◦
|
4,700 shares will vest and become exercisable on each of July 24, 2016, July 24, 2017, and July 24, 2018;
|
◦
|
12,168 shares will vest on February 25, 2016, and become exercisable on July 24, 2016;
|
◦
|
12,168 shares will vest and become exercisable on February 25, 2017; and
|
◦
|
12,169 shares will vest and become exercisable on February 25, 2018.
|
(2)
|
The vesting schedule for the shares included in this column for each of the Named Executive Officers is as follows:
|
•
|
Mr. Scheinkman:
|
◦
|
65,000 will vest on December 31, 2017.
|
•
|
Mr. Anderson:
|
◦
|
3,002 will vest on December 31, 2016, and
|
◦
|
7,394 will vest on December 31, 2017.
|
•
|
Mr. Edgar:
|
◦
|
4,937 will vest on December 31, 2016,
|
◦
|
5,088 will vest on April 1, 2017, and
|
◦
|
11,454 will vest on December 31, 2017.
|
•
|
Mr. Garrett:
|
◦
|
3,374 will vest on December 31, 2016, and
|
◦
|
7,914 will vest on December 31, 2017.
|
•
|
Mr. Knopp:
|
◦
|
3,632 will vest on December 31, 2016, and
|
◦
|
9,147 will vest on December 31, 2017.
|
(3)
|
Market value has been computed by multiplying the closing price of the Company’s common stock on December 31, 2015, by the number of shares of stock.
|
(4)
|
Reflects performance shares at the threshold payout level under the 2014-2016 LTCP, which is described above in the section entitled, "2014 Long-Term Incentive Award."
|
(5)
|
Market value has been computed by multiplying the closing price of the Company’s common stock on December 31, 2015, $1.59, by the number of performance shares.
|
(6)
|
Pursuant to Mr. Dolan’s resignation of employment from the Company, 56,588 shares of his restricted stock units were vested on an accelerated basis as of April 16, 2015. All other outstanding stock awards were forfeited.
|
(7)
|
Upon Mr. Letnich’s departure from the Company, all outstanding, unvested stock awards were forfeited.
|
|
|
|
|
|||||
|
Option Awards
|
|
Stock Awards
|
|||||
Name
|
Number of Shares Acquired on Exercise
(#)
|
Value Realized on Exercise
($)
|
|
Number of Shares Acquired on Vesting
(#)(1)
|
Value Realized on Vesting
($)
|
|||
Steven Scheinkman
|
—
|
|
—
|
|
—
|
|
—
|
|
Scott Dolan
|
—
|
|
—
|
|
56,588
|
|
225,220
|
|
Patrick Anderson
|
—
|
|
—
|
|
2,300
|
(2)
|
3,657
|
|
Marec Edgar
|
—
|
|
—
|
|
—
|
|
—
|
|
Thomas Garrett
|
—
|
|
—
|
|
2,900
|
(3)
|
4,611
|
|
Ronald Knopp
|
—
|
|
—
|
|
2,700
|
(4)
|
4,293
|
|
Stephen Letnich
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(1)
|
Amounts in this column include restricted stock units that vested and/or were surrendered to the Company in satisfaction of tax withholdings due upon receipt of restricted stock units that vested in 2015. The shares reported vested on December 31, 2015, other than for Mr. Dolan, whose shares vested on April 16, 2015.
|
(2)
|
Includes 715 shares withheld from Mr. Anderson to satisfy tax withholdings at a value of $1,137. Mr. Anderson has not sold any of the remaining shares he acquired upon this vesting.
|
(3)
|
Includes 916 shares withheld from Mr. Garrett to satisfy tax withholdings at a value of $1,456. Mr. Garrett has not sold any of the remaining shares he acquired upon this vesting.
|
(4)
|
Includes 839 shares withheld from Mr. Knopp to satisfy tax withholdings at a value of $1,334. Mr. Garrett has not sold any of the remaining shares he acquired upon this vesting.
|
|
|
|
|
Name
|
Plan Name
|
Number of Years Credited Service
(#)
|
Present Value of Accumulated Benefit
($)(1)
|
Patrick Anderson
|
Salaried Employees Pension Plan
|
0.75
|
8,955
|
Thomas Garrett
|
Salaried Employees Pension Plan
|
12.5
|
349,297
|
|
Supplemental Pension Plan
|
12.5
|
90,157
|
Ronald Knopp
|
Salaried Employees Pension Plan
|
0.75
|
5,780
|
|
|
|
|
(1)
|
The material assumptions used for this calculation are as described in Note 9 to the Company’s audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2015.
|
|
|
|
|
|
|
|
Name
|
Executive Contributions in Last Fiscal Year
($)(1)
|
Company Contributions in Last Fiscal Year
($)(2)
|
|
Aggregate Earnings in Last Fiscal Year
($)
|
Aggregate Withdrawals / Distributions
($)
|
Aggregate Balance at Last Fiscal Year End
($)(3)
|
Steven Scheinkman
|
11,400
|
11,400
|
|
(891)
|
—
|
22,625
|
Scott Dolan
|
825
|
825
|
|
4,093
|
(78,001)
|
—
|
Patrick Anderson
|
27,441
|
11,077
|
|
(18,423)
|
—
|
174,894
|
Marec Edgar
|
6,965
|
6,965
|
|
(911)
|
—
|
19,099
|
Thomas Garrett
|
11,305
|
7,287
|
|
(20,479)
|
—
|
186,929
|
Stephen Letnich
|
—
|
—
|
|
512
|
(6,905)
|
—
|
|
|
|
|
|
|
|
(1)
|
Executive contributions represent deferral of base salary and bonus paid during 2015, which amounts are also disclosed in the 2015 Salary column and the 2015 Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.
|
(2)
|
All Company contributions to the Deferred Plan in 2015 are included as compensation in the 2015 Other Compensation column of the Summary Compensation Table.
|
(3)
|
Represents vested balance as of December 31, 2015.
|
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
|
Benefit
|
Termination Provision
|
Salary
|
Base salary paid through date of termination and the value of any accrued but unused vacation.
|
Short-Term Incentive Plan:
Stock Options
|
Forfeiture of unvested stock options, and the right to exercise vested stock options for three months following termination.
|
Short-Term Incentive Plan:
Cash Bonus
|
Not eligible for payment.
|
Long-Term Incentive Plan:
Stock Options
|
Forfeiture of unvested stock options, and the right to exercise vested stock options for three months following termination.
|
Long-Term Incentive Plan:
Restricted Stock/Stock Units
|
Forfeiture of unvested time-based restricted stock and stock units.
|
Long-Term Incentive Plan: Performance Shares/Units
|
Forfeit any unvested performance shares.
|
Benefit
|
Termination Provision
|
Salary
|
An amount equal to one-hundred percent (100%) of the executive’s annual base salary in effect at the time of termination.
|
Short-Term Incentive Plan:
Stock Options
|
Forfeiture of unvested stock options, and the right to exercise vested stock options for three months following termination.
|
Short-Term Incentive Plan:
Cash Bonus
|
Pro-rata annual award for the number of days of the fiscal year of eligible participation, based on actual results, which will only be paid if and at the same time that the Company pays awards to active employees.
|
Long-Term Incentive Plan:
Stock Options
|
Forfeiture of unvested stock options, and the right to exercise vested stock options for three months following termination.
|
Long-Term Incentive Plan:
Restricted Stock/Stock Units
|
Forfeiture of unvested time-based restricted stock and stock units. No effect on vested restricted stock or restricted stock units.
|
Long-Term Incentive Plan: Performance Shares/Units
|
For unvested performance shares for which the date of termination precedes the end of the performance period by less than one year, pro-rata payout for the number of days of performance period eligible participation, based on actual results and will only be paid if and at the same time that the Company pays LTCP awards to active employees. No effect on vested performance shares.
|
Auto Benefit
|
Continued use of the Company-owned or leased automobile or payment of any alternative automobile stipend for the 12-month period following termination.
|
Outplacement Services
|
Company-paid outplacement services for a 6-month period following termination (not to exceed $12,500 in total value).
|
Health and Welfare Benefits
|
Company-paid health insurance continuation coverage for the 12-month period following termination.
|
Benefit
|
Termination Provision
|
Salary
|
An amount equal to one-hundred percent (100%) (or two-hundred percent (200%), for Messrs. Scheinkman and Edgar) of the executive’s annual base salary in effect at the time of termination.
|
Short-Term Incentive Plan:
Stock Options
|
Accelerated vesting of unvested stock options, and the right to exercise vested stock options for three months following termination.
|
Short-Term Incentive Plan:
Cash Bonus
|
Pro-rata annual award for the number of days of the fiscal year of eligible participation, based on actual results, which will only be paid if and at the same time that the Company pays awards to active employees.
|
Long-Term Incentive Plan:
Stock Options
|
Accelerated vesting of unvested stock options, and the right to exercise vested stock options for three months following termination.
|
Long-Term Incentive Plan:
Restricted Stock/Stock Units
|
Accelerated vesting of unvested time-based restricted stock and stock units.
|
Long-Term Incentive Plan: Performance Shares/Units
|
Acceleration of the vesting of unvested performance shares under the LTCP, and pro-rata payout immediately upon a change in control for the number of days of performance period eligible participation which is based upon actual results as of the end of the completed calendar month immediately preceding the change in control, and payment to be made in cash.
|
Auto Benefit
|
Continued use of the Company-owned or leased automobile or payment of any alternative automobile stipend for the 12-month period following termination.
|
Outplacement Services
|
Company-paid outplacement services for a 6-month period following termination (not to exceed $12,500 in total value).
|
Health and Welfare Benefits
|
Company-paid health insurance continuation coverage for the 12-month period following termination.
|
Benefit
|
Payment
|
Retention Awards
|
Accelerated vesting of retention awards, subject to the terms of such awards.
|
Stock Options; Time-Based Restricted Stock/Stock Units
|
Accelerated vesting of unvested stock options and time-based restricted stock and restricted stock unit awards, if and to the extent such awards are not converted into common stock of the acquirer (or if such common stock of the acquirer is not listed on a national securities exchange). Payment in respect of the awards will be made in cash, based on the value of the Company’s common stock provided to shareholders generally in connection with the change in control.
|
Performance Shares/Units
|
Accelerated vesting of unvested performance shares under the LTCP, and pro-rata payout immediately upon a change in control for the number of days of the performance period eligible participation, which is based upon actual results as of the end of the completed calendar month immediately preceding the change in control, to be paid in cash.
|
•
|
$1.3 million in cash with $650,000 to be paid within 14 days after the effective date of the Separation Agreement and the remaining $650,000 to be paid in four equal installments of $162,500 each on July 1, 2015, October 1, 2015, January 1, 2016, and March 1, 2016.
|
•
|
Immediate vesting of 56,588 outstanding restricted stock units.
|
•
|
Up to 12 months of health, dental and vision coverage for himself and his eligible dependent.
|
•
|
Up to $30,000 for executive outplacement services for up to 18 months following the date of the Separation Agreement.
|
•
|
Continued use of a Company issued vehicle for up to one year following the date of the Separation Agreement.
|
|
|
|
|||||||
Benefit
|
Steven Scheinkman
|
||||||||
Death
|
Disability
|
For
Cause/
Voluntary
|
Without Cause / Good Reason
|
Change
in
Control Termination
|
Change in Control (No Termination
(1)
)
|
||||
Cash Severance
|
—
|
$120,000
|
—
|
$650,000
|
$1,300,000
|
—
|
|||
Annual Incentive
|
$230,459
|
—
|
—
|
$230,459
|
$230,459
|
—
|
|||
Unvested Equity
|
|||||||||
RSUs
|
—
|
—
|
—
|
—
|
$103,350
|
$103,350
|
|||
Options
(2)
|
—
|
—
|
—
|
—
|
—
|
—
|
|||
Performance Equity
(3)
|
—
|
—
|
—
|
—
|
—
|
—
|
|||
Subtotal
|
$230,459
|
$120,000
|
—
|
$880,459
|
$1,633,809
|
$103,350
|
|||
Other Benefits:
|
|||||||||
Health & Welfare
|
—
|
—
|
—
|
$21,232
|
$21,232
|
—
|
|||
Outplacement
|
—
|
—
|
—
|
$12,500
|
$12,500
|
—
|
|||
Company Auto
|
—
|
—
|
—
|
$10,920
|
$10,920
|
—
|
|||
Subtotal
|
—
|
—
|
—
|
$44,652
|
$44,652
|
—
|
|||
Total
|
$230,459
|
$120,000
|
—
|
$925,111
|
$1,678,461
|
$103,350
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Benefit
|
PATRICK ANDERSON
|
|||||||||
Death
|
Disability
|
For
Cause/
Voluntary
|
Without Cause /
Good
Reason
|
Change
in
Control Termination
|
Change in Control (No Termination
(1)
)
|
|||||
Cash Severance
|
—
|
$120,000
|
—
|
$300,000
|
$300,000
|
—
|
||||
Annual Incentive
|
$165,000
|
—
|
—
|
$165,000
|
$165,000
|
—
|
||||
Unvested Equity
|
||||||||||
RSUs
|
—
|
—
|
—
|
—
|
$20,187
|
$20,187
|
||||
Options
(2)
|
—
|
—
|
—
|
—
|
—
|
—
|
||||
Performance Equity
(3)
|
—
|
—
|
—
|
—
|
—
|
—
|
||||
Subtotal
|
$165,000
|
$120,000
|
—
|
$465,000
|
$485,187
|
$20,187
|
||||
Other Benefits:
|
||||||||||
Health & Welfare
|
—
|
—
|
—
|
$21,016
|
$21,016
|
—
|
||||
Outplacement
|
—
|
—
|
—
|
$12,500
|
$12,500
|
—
|
||||
Company Auto
|
—
|
—
|
—
|
$14,400
|
$14,400
|
—
|
||||
Subtotal
|
—
|
—
|
—
|
$47,916
|
$47,916
|
—
|
||||
Total
|
$165,000
|
$120,000
|
—
|
$512,916
|
$533,103
|
$23,125
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||
Benefit
|
MAREC EDGAR
|
||||||||
Death
|
Disability
|
For
Cause/
Voluntary
|
Without Cause /
Good
Reason
|
Change
in
Control Termination
|
Change in Control (No Termination
(1)
)
|
||||
Cash Severance
|
—
|
$120,000
|
—
|
$340,000
|
$680,000
|
—
|
|||
Annual Incentive
|
$187,000
|
—
|
—
|
$187,000
|
$187,000
|
—
|
|||
Unvested Equity
|
|||||||||
RSUs
|
—
|
—
|
—
|
—
|
$34,152
|
$34,152
|
|||
Options
(2)
|
—
|
—
|
—
|
—
|
—
|
—
|
|||
Performance Equity
(3)
|
—
|
—
|
—
|
—
|
—
|
—
|
|||
Subtotal
|
$187,000
|
$120,000
|
—
|
$527,000
|
$901,152
|
$34,152
|
|||
Other Benefits:
|
|||||||||
Health & Welfare
|
—
|
—
|
—
|
$13,142
|
$13,142
|
—
|
|||
Outplacement
|
—
|
—
|
—
|
$12,500
|
$12,500
|
—
|
|||
Company Auto
|
—
|
—
|
—
|
$14,402
|
$14,402
|
—
|
|||
Subtotal
|
—
|
—
|
—
|
$40,044
|
$40,044
|
—
|
|||
Total
|
$187,000
|
$120,000
|
—
|
$567,044
|
$941,196
|
$34,152
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Benefit
|
THOMAS GARRETT
|
|||||||||
Death
|
Disability
|
For Cause/
Voluntary
|
Without Cause /
Good Reason
|
Change in Control Termination
|
Change in Control (No Termination
(1)
)
|
|||||
Cash Severance
|
—
|
$120,000
|
—
|
$248,756
|
$248,756
|
—
|
||||
Annual Incentive
|
—
|
—
|
—
|
—
|
—
|
—
|
||||
Unvested Equity
|
||||||||||
RSUs
|
—
|
—
|
—
|
—
|
$22,559
|
$22,559
|
||||
Options
(2)
|
—
|
—
|
—
|
—
|
—
|
—
|
||||
Performance Equity
(3)
|
—
|
—
|
—
|
—
|
—
|
—
|
||||
Subtotal
|
—
|
$120,000
|
—
|
$248,756
|
$271,315
|
$22,559
|
||||
Other Benefits:
|
||||||||||
Health & Welfare
(4)
|
—
|
—
|
—
|
—
|
—
|
—
|
||||
Outplacement
|
—
|
—
|
—
|
$12,500
|
$12,500
|
—
|
||||
Company Auto
|
—
|
—
|
—
|
$14,400
|
$14,400
|
—
|
||||
Subtotal
|
—
|
—
|
—
|
$26,900
|
$26,900
|
—
|
||||
Total
|
—
|
$120,000
|
—
|
$275,656
|
$298,215
|
$22,559
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||
Benefit
|
RONALD KNOPP
|
||||||||
Death
|
Disability
|
For Cause/
Voluntary
|
Without Cause /
Good
Reason
|
Change
in
Control Termination
|
Change in Control (No Termination
(1)
)
|
||||
Cash Severance
|
—
|
$120,000
|
—
|
$300,000
|
$300,000
|
—
|
|||
Annual Incentive
|
$165,000
|
—
|
—
|
$165,000
|
$165,000
|
—
|
|||
Unvested Equity
|
|||||||||
RSUs
|
—
|
—
|
—
|
—
|
$24,612
|
$24,612
|
|||
Options
(2)
|
—
|
—
|
—
|
—
|
—
|
—
|
|||
Performance Equity
(3)
|
—
|
—
|
—
|
—
|
—
|
—
|
|||
Subtotal
|
$165,000
|
$120,000
|
—
|
$465,000
|
$489,612
|
$24,612
|
|||
Other Benefits:
|
|||||||||
Health & Welfare
|
—
|
—
|
—
|
$21,232
|
$21,232
|
—
|
|||
Outplacement
|
—
|
—
|
—
|
$12,500
|
$12,500
|
—
|
|||
Company Auto
|
—
|
—
|
—
|
$17,016
|
$17,016
|
—
|
|||
Subtotal
|
—
|
—
|
—
|
$50,748
|
$50,748
|
—
|
|||
Total
|
$165,000
|
$120,000
|
—
|
$515,748
|
$540,360
|
$24,612
|
|||
|
|
|
|
|
|
|
(1)
|
The amounts in this column attributable to accelerated vesting of outstanding and unvested RSUs assume that such awards were not assumed by the acquirer in a change in control.
|
(2)
|
The exercise price of the outstanding and unvested stock options held by our Named Executive Officers as of December 31, 2015 ($3.92 per share) was greater than the closing price of a share our common stock as of such date ($1.59 per share); thus, no amount attributable to the acceleration of unvested stock options upon certain terminations of employment is shown in these tables.
|
(3)
|
Based on performance to date and the Company’s projected payout levels as of December 31, 2015, these tables assume payouts of $0 for the 2014-2016 LTCP performance share awards.
|
(4)
|
Mr. Garrett did not participate in our health and welfare benefit plans as of December 31, 2015 and thus, no amount attributable to Company-paid health insurance continuation coverage is shown in this table.
|
NON-EMPLOYEE DIRECTOR COMPENSATION
|
Role
|
Additional Annual Retainers
|
Board Chairperson
|
$40,000
|
Audit Committee Chairperson*
|
$40,000
|
Finance Committee Chairperson
|
$5,000
|
Governance Committee Chairperson
|
$5,000
|
Human Resources Committee Chairperson
|
$7,500
|
*Includes service as a director of the Company’s Kreher Steel joint venture.
|
•
|
Annual restricted stock award in an amount valued at $70,000, based upon the 60-day trailing average stock price on the date of grant. The restricted stock vests upon the expiration of three years from the date of the grant.
|
•
|
Reimbursement for travel and accommodation expenses incurred to attend meetings and participate in other corporate functions.
|
•
|
Reimbursement for the cost of attending one director continuing education program annually.
|
•
|
Company-paid personal excess liability, business travel accident, and director and officer liability insurance policies covering each of our directors.
|
|
|
|
|
|
|
|||
Name
|
Fees Earned or
Paid in Cash
($)
|
Stock Awards
($)(1)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)(2)
|
All Other Compensation
($)
|
Total
($)
|
|||
Brian Anderson
|
104,688
|
69,815
|
|
—
|
|
—
|
|
174,503
|
Reuben Donnelley
|
60,000
|
69,815
|
|
7,076
|
|
—
|
|
136,891
|
Terrence Keating
(3)
|
27,667
|
—
|
|
—
|
|
—
|
|
27,667
|
James Kelly
(4)
|
69,115
|
69,815
|
|
—
|
|
—
|
|
138,930
|
Pamela Forbes Lieberman
(5)
|
100,000
|
69,815
|
|
—
|
|
—
|
|
169,815
|
Gary Masse
|
60,000
|
69,815
|
|
—
|
|
—
|
|
129,815
|
John McCartney
(6)
|
27,667
|
—
|
|
—
|
|
—
|
|
27,667
|
Jonathan Mellin
|
62,708
|
69,815
|
|
—
|
|
—
|
|
132,523
|
Steven Scheinkman
(7)
|
2,500
|
—
|
|
—
|
|
—
|
|
2,500
|
|
35,796
|
69,815
|
|
—
|
|
—
|
|
105,611
|
Allan Young
|
32,500
|
69,815
|
|
—
|
|
—
|
|
102,315
|
|
|
|
|
|
|
(1)
|
Stock Awards
.
On April 23, 2015, each director received an annual restricted stock award of 18,667 shares of our common stock. The amounts shown reflect the grant date fair value computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”). As of December 31, 2015, each director held the following number of shares subject to outstanding unvested stock awards:
|
•
|
Mr. Anderson - 30,629 shares;
|
•
|
Mr. Donnelley - 27,667 shares;
|
•
|
Ms. Forbes Lieberman - 27,667 shares;
|
•
|
Mr. Masse - 27,667 shares;
|
•
|
Mr. Mellin - 18,667 shares;
|
•
|
Mr. Traub - 18,667 shares; and
|
•
|
Mr. Young - 18,667 shares.
|
(2)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings.
Nonqualified deferred compensation plan interest account balances earn interest at the rate of 6% per year. The amount shown in the table above reflects that portion of the earnings that exceeds 120% of the long-term applicable federal rate (based on the average 120% rate of 3.01% for 2015). In 2015, Mr. Donnelley deferred 100% of his annual cash retainer into an interest bearing account.
|
(3)
|
Mr. Terrence Keating
resigned from the Board on March 17, 2015. In recognition of his service to the Company, the Board approved the acceleration of Mr. Keating’s unvested restricted stock awards, in the amount of 14,804 shares. Pursuant to his deferred compensation election, Mr. Keating also received payouts of the cash and stock equivalent units held in his account of $98,001.55 and 9,680 shares, respectively.
|
(4)
|
Mr. James Kelly
resigned from the Board on October 30, 2015. In recognition of his service to the Company, the Board approved the acceleration of Mr. Kelly’s unvested restricted stock awards, in the aggregate amount of 27,667 shares.
|
(5)
|
Ms. Pamela Forbes Lieberman's
Board fees earned include $30,000 compensation received for being a member of Kreher Steel Company's Board of Directors.
|
(6)
|
Mr. John McCartney
resigned from the Board on March 17, 2015. In recognition of his service to the Company, the Board approved the acceleration of Mr. McCartney’s unvested restricted stock awards, in the aggregate amount of 14,804 shares. Pursuant to his deferred compensation election, Mr. McCartney also received payouts of the cash and stock equivalent units held in his account of $56,944.48 and 3,006 shares, respectively.
|
(7)
|
Mr. Steven Scheinkman
was elected to the Company’s Board on March 17, 2015, and served as a non-employee director until his election as Chief Executive Officer on April 16, 2015. The compensation he received for his service as Chief Executive Officer in 2015 is set forth in the Summary Compensation Table.
|
•
|
Shares owned outright and beneficially
|
•
|
Restricted stock
|
•
|
Stock equivalent units
|
•
|
Unexercised, vested stock options
|
REPORT OF THE HUMAN RESOURCES COMMITTEE
|
|
|
|
|
|
|
||||
Plan Category
|
(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
(b)
Weighted-average exercise price of outstanding options, warrants and rights
|
|
(c)
Number of securities remaining
available for
future issuances under equity compensation
plans
(excluding
securities
reflected in
column (a))
|
||||
Equity compensation plans approved by security holders
|
1,131,238
|
|
(1)
|
$
|
4.43
|
|
(2)
|
1,339,540
|
|
Equity compensation plans not approved by security holders
(3)
|
0
|
|
|
N/A
|
|
(4)
|
N/A (5)
|
|
|
Total
|
1,131,238
|
|
|
N/A
|
|
|
1,339,540
|
|
|
|
|
|
|
|
|
(1)
|
This number represents the gross number of underlying shares of common stock associated with outstanding stock options, restricted stock units and equity performance share award units granted under the Company’s 2008 Omnibus Incentive Plan. This does not include 169,631 shares of non-vested restricted stock issued under the 2008 Omnibus Incentive Plan and outstanding as of December 31, 2015. As of December 31, 2015, the following equity remains outstanding and reserved for issuance:
|
•
|
691,246 stock options
|
•
|
210,290 restricted stock units
|
•
|
229,702 equity performance shares
|
|
|
|
|
|
Name and Address of Beneficial Owner
|
Shares of Common
Stock Beneficially
Owned
|
|
Percentage of Common Stock (1)
|
|
|
|
|
|
|
Jonathan B. Mellin
Reuben S. Donnelley
W.B. & Co.
FOM Corporation
30 North LaSalle Street, Suite 1232
Chicago, Illinois 60602-2504
|
6,789,269
|
(2)
|
29.8
|
%
|
Stone House Capital Management, LLC
SH Capital Partners, L.P.
Mark Cohen
950 Third Avenue, 17th Floor
New York, New York 10022
|
4,000,000
|
(3)
|
17.5
|
%
|
Raging Capital Master Fund, Ltd.
c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY 1-9007, Cayman Islands
Raging Capital Management, LLC
William C. Martin
Kenneth H. Traub
Allan J. Young
Robert L. Lerner
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
Richard N. Burger
|
4,687,017
|
(4)
|
20.6
|
%
|
Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, Texas, 78746
|
1,386,065
|
(5)
|
6.1
|
%
|
Royce & Associates, LLC
745 Fifth Avenue
New York, New York 10151
|
2,719,632
|
(6)
|
11.9
|
%
|
|
|
|
|
(1)
|
Applicable percentage ownership is based upon 22,794,390 shares of common Stock outstanding as of March 10, 2016.
|
(2)
|
Based on a Schedule 13D/A filed with the SEC on February 19, 2016. W.B. & Co. shares voting power with respect to 4,228,281 shares of common stock. Mr. Mellin has sole voting power over 54,323 shares of common stock, shared voting power over 5,097,615 shares of common stock, sole dispositive power over 109,791 shares of common stock and shared dispositive power over 869,334 shares of common stock. Mr. Donnelley has sole voting and dispositive power over 33,471 shares of common stock and shared voting power over 4,228,281 shares of common stock. FOM Corporation has sole voting power over 1,594,372 shares of common stock, shared voting and dispositive power over 572,688 shares of common stock and shared dispositive power over 572,688 shares of common stock.
|
(3)
|
Based on a Schedule 13D/A filed with the SEC on March 1, 2016. Each of Stone House Capital Management, LLC, SH Capital Partners, L.P. and Mark Cohen share voting and dispositive power with respect to the 4,000,000 shares of common stock beneficially owned by them.
|
(4)
|
Based on a Schedule 13D/A filed with the SEC on February 26, 2016. Each of Raging Capital Management, LLC and William C. Martin share voting and dispositive power with respect to 4,630,795 shares of common stock. Mr. Traub has sole voting power over 37,555 shares of common stock and sole dispositive power over 18,888 shares of common stock. Mr. Young has sole voting power over 18,667 shares of common stock.
|
(5)
|
Based on a Schedule 13G/A filed on February 9, 2016.
|
(6)
|
Based on a Schedule 13G/A filed on January 12, 2016.
|
•
|
Directors
|
•
|
Director nominees
|
•
|
Executive officers
|
•
|
5% stockholders
|
•
|
Immediate family members of the above persons
|
•
|
Entities in which the above persons have a direct or indirect material interest
|
•
|
whether the proposed transaction is on terms that are fair to the Company and no less favorable to the Company than terms that could have been reached with an unrelated third party;
|
•
|
the purpose of, and the potential benefits to, the Company;
|
•
|
the impact on a director’s independence, in the event such person is a director; and
|
•
|
whether the proposed transaction would present an improper conflict of interest.
|
|
|
|
||
Fee Category
|
2015
|
|
2014
|
|
Audit Fees
|
$1,461,400
|
|
$1,240,400
|
|
Audit-Related Fees
|
—
|
|
—
|
|
Tax Fees
|
95,200
|
|
204,400
|
|
All Other Fees
|
—
|
|
—
|
|
Total Fees
|
$1,556,600
|
|
$1,444,800
|
|
|
|
|
|
Page
|
Consolidated Balance Sheets—December 31, 201
5 and 2014
|
|
Exhibit Index
|
|
|
|
|
Incorporated by Reference Herein
|
|||
Exhibit
Number
|
|
Description of Exhibit
|
Form
|
Exhibit
|
Filing Date
|
File No.
|
|
|
|
|
|
|
|
10.11*
|
|
Form of Amended and Restated Severance Agreement for executive officers other than the CEO.
|
8-K
|
10.26
|
December 23, 2010
|
1-5415
|
|
|
|
|
|
|
|
10.12*
|
|
Form of Performance Share Award Agreement, adopted March 2, 2011, under A.M. Castle & Co. 2008 Restricted Stock, Stock Option and Equity Compensation Plan.
|
8-K
|
10.29
|
March 8, 2011
|
1-5415
|
|
|
|
|
|
|
|
10.13*
|
|
A.M. Castle & Co. 2008 Omnibus Incentive Plan (formerly known as the A.M. Castle & Co. 2008 Restricted Stock, Stock Option and Equity Compensation Plan) as Amended and Restated as of April 25, 2013.
|
DEF14A
|
Appendix A
|
March 12, 2013
|
1-5415
|
|
|
|
|
|
|
|
10.14
|
|
Loan and Security Agreement, dated December 15, 2011, by and among A.M. Castle & Co., Transtar Metals Corp., Advanced Fabricating Technology, LLC, Oliver Steel Plate Co., Paramont Machine Company, LLC, Total Plastics, Inc., Tube Supply, LLC, A.M. Castle & Co. (Canada) Inc., Tube Supply Canada ULC, the other Loan Parties party thereto, the lenders which are now or which hereafter become a party thereto, and Wells Fargo Bank, National Association, a national banking association, in its capacity as administrative agent and collateral agent for Secured Parties.
|
8-K
|
10.4
|
December 21, 2011
|
1-5415
|
|
|
|
|
|
|
|
10.15
|
|
Pledge and Security Agreement, dated as of December 15, 2011, by A.M. Castle & Co., and its subsidiaries that are party thereto, in favor of U.S. Bank National Association, as collateral agent, for the benefit of the Secured Parties.
|
8-K
|
10.1
|
December 21, 2011
|
1-5415
|
|
|
|
|
|
|
|
10.16
|
|
Intercreditor Agreement, dated as of December 15, 2011, among Wells Fargo Bank, National Association, in its capacity as administrative and collateral agent for the First Lien Secured Parties and U.S. Bank National Association, a national banking association, in its capacity as trustee and collateral agent for the Second Lien Secured Parties.
|
8-K
|
10.2
|
December 21, 2011
|
1-5415
|
|
|
|
|
|
|
|
10.17
|
|
Amendment No. 1 to Loan and Security Agreement, dated as of January 21, 2014, by and among A.M. Castle & Co., Advanced Fabricating Technology, LLC, Paramont Machine Company, LLC, Total Plastics, Inc., A.M. Castle & Co. (Canada) Inc., the financial institutions from time to time party to the Loan Agreement as lenders, and Wells Fargo Bank, National Association, in its capacity as agent.
|
8-K
|
10.1
|
January 23, 2014
|
1-5415
|
|
|
|
|
|
|
|
10.18
|
|
Amendment No. 2 to Loan and Security Agreement, dated as of December 10, 2014, by and among A.M. Castle & Co., Advanced Fabricating Technology, LLC, Paramont Machine Company, LLC, Total Plastics, Inc., A.M. Castle & Co. (Canada) Inc., the financial institutions from time to time party to the Loan Agreement as lenders, and Wells Fargo Bank, National Association, in its capacity as agent.
|
8-K
|
10.2
|
December 11, 2014
|
1-5415
|
|
|
|
|
|
|
|
10.19*
|
|
Employment Agreement, dated November 9, 2011, by and between A. M. Castle & Co. and Mr. Paul Sorensen.
|
10-Q
|
10.29
|
August 7, 2012
|
1-5415
|
|
|
|
|
|
|
|
10.20*
|
|
Form of Retention Bonus Agreement for certain executive officers in connection with CEO leadership transition, dated May 14, 2012.
|
10-Q
|
10.30
|
August 7, 2012
|
1-5415
|
|
|
|
|
|
|
|
10.21*
|
|
Amendment to Employment Agreement, dated May 30, 2012, by and between A. M. Castle & Co. and Mr. Paul Sorensen.
|
10-Q
|
10.31
|
August 7, 2012
|
1-5415
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
|||
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
Form
|
Exhibit
|
Filing Date
|
File No.
|
|
|
|
|
|
|
|
10.22*
|
|
Employment Offer Letter dated October 10, 2012, between A.M. Castle & Co. and Mr. Scott Dolan.
|
8-K/A
|
10.32
|
October 15, 2012
|
1-5415
|
|
|
|
|
|
|
|
10.23*
|
|
Form of Restricted Stock Unit Award Agreement between A.M. Castle & Co. and Mr. Scott Dolan.
|
8-K/A
|
10.33
|
October 15, 2012
|
1-5415
|
|
|
|
|
|
|
|
10.24*
|
|
Form of Severance Agreement between A.M. Castle & Co. and Mr. Scott Dolan.
|
8-K/A
|
10.34
|
October 15, 2012
|
1-5415
|
|
|
|
|
|
|
|
10.25*
|
|
Form of Change of Control Agreement between A.M. Castle & Co. and Mr. Scott Dolan.
|
8-K/A
|
10.35
|
October 15, 2012
|
1-5415
|
|
|
|
|
|
|
|
10.26*
|
|
Employment Offer Letter dated July 1, 2013, between A.M. Castle & Co. and Mr. Stephen Letnich.
|
10-Q
|
10.38
|
November 1, 2013
|
1-5415
|
|
|
|
|
|
|
|
10.27*
|
|
Employment Offer Letter dated March 7, 2014, between A.M. Castle & Co. and Mr. Marec Edgar.
|
10-Q
|
10.39
|
May 1, 2014
|
1-5415
|
|
|
|
|
|
|
|
10.28*
|
|
Employment Offer Letter dated September 25, 2014, between A.M. Castle & Co. and Mr. Patrick R. Anderson.
|
10-Q
|
10.40
|
October 29, 2014
|
1-5415
|
|
|
|
|
|
|
|
10.29*
|
|
Form of Non-Employee Director Restricted Stock Award Agreement, dated December 11, 2014.
|
10-K
|
10.37
|
March 7, 2014
|
1-5415
|
|
|
|
|
|
|
|
10.30*
|
|
Amendment of Non-Employee Director Restricted Stock Award Agreements under the 2008 A.M. Castle & Co. Omnibus Incentive Plan, dated December 11, 2014.
|
10-K
|
10.38
|
March 7, 2014
|
1-5415
|
|
|
|
|
|
|
|
10.31
|
|
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.
|
8-K
|
10.1
|
March 17, 2015
|
1-5415
|
|
|
|
|
|
|
|
10.32*
|
|
Employment Offer Letter dated April 16, 2015, between A.M. Castle & Co. and Steven W. Scheinkman.
|
8-K
|
10.2
|
April 22, 2015
|
1-5415
|
|
|
|
|
|
|
|
10.33*
|
|
Severance Agreement dated April 16, 2015, between A.M. Castle & Co. and Steven W. Scheinkman.
|
8-K
|
10.3
|
April 22, 2015
|
1-5415
|
|
|
|
|
|
|
|
10.34*
|
|
Change of Control Agreement, dated April 16, 2015, between A.M. Castle & Co. and Steven W. Scheinkman.
|
8-K
|
10.4
|
April 22, 2015
|
1-5415
|
|
|
|
|
|
|
|
10.35*
|
|
Separation and General Release dated April 16, 2015, between A.M. Castle & Co. and Scott Dolan.
|
8-K
|
10.5
|
April 22, 2015
|
1-5415
|
10.36
|
|
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.
|
8-K
|
10.6
|
April 22, 2015
|
1-5415
|
|
|
|
|
|
|
|
10.37*
|
|
Form Non-Qualified Stock Option Award Agreement
|
8-K
|
10.7
|
July 28, 2015
|
1-5415
|
|
|
|
|
|
|
|
10.38*
|
|
Form Restricted Stock Unit Award Agreement
|
8-K
|
10.8
|
July 28, 2015
|
1-5415
|
|
|
|
|
|
|
|
10.39
|
|
Second Amendment to Settlement Agreement, as amended, dated October 30, 2015, by and among A.M. Castle & Co., Raging Capital Management, LLC and certain of their affiliates, and Messrs. Steven W. Scheinkman, Kenneth H. Traub, and Allan J. Young.
|
8-K
|
10.9
|
November 5, 2015
|
1-5415
|
|
|
|
|
|
|
|
10.40*
|
|
Special Bonus Letter dated March 17, 2015, between A.M. Castle & Co. and Mr. Marec Edgar.
|
10-Q
|
10.2
|
April 29, 2015
|
1-5415
|
|
|
|
|
|
|
|
10.41*
|
|
Separation Agreement and General Release, dated June 24, 2015, by and between A.M. Castle & Co. and Mr. Stephen J. Letnich.
|
10-Q
|
10.8
|
August 5, 2015
|
1-5415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
|||
Exhibit
Number
|
|
Description of Exhibit
|
Form
|
Exhibit
|
Filing Date
|
File No.
|
|
|
|
|
|
|
|
10.42*
|
|
A.M. Castle & Co. Directors Deferred Compensation Plan (as amended and restated as of January 1, 2015).
|
|
|
|
|
|
|
|
|
|
|
|
10.43*
|
|
Second Amendment dated October 8, 2015 to the A.M. Castle & Co. Supplemental 401(k) Savings and Retirement Plan as Amended and Restated effective as of January 1, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
10.44*
|
|
A.M. Castle & Co. 401(k) Savings and Retirement Plan (as amended and restated effective as of January 1, 2015).
|
|
|
|
|
|
|
|
|
|
|
|
10.45*
|
|
Second Amendment dated October 8, 2015, to the A.M. Castle & Co. Salaried Employees Pension Plan as Amended and Restated Effective as of January 1, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
18.1+
|
|
Preferability Letter from Deloitte & Touche LLP
|
|
|
|
|
|
|
|
|
|
|
|
21.1+
|
|
Subsidiaries of Registrant
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
|
|
|
|
|
|
|
|
23.2+
|
|
Consent of Grant Thornton LLP
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
CEO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
CFO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
CEO and CFO Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
*
|
These agreements are considered a compensatory plan or arrangement.
|
+
|
Previously filed with the Original Filing.
|
A. M. Castle & Co.
|
(Registrant)
|
By:
|
|
/s/ Paul Schwind
|
|
|
Paul Schwind,
|
|
|
Corporate Controller & Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
Date:
|
|
March 16, 2016
|
|
|
|
Incorporated by Reference Herein
|
|
|||
Exhibit
Number
|
|
Description of Exhibit
|
Form
|
Exhibit
|
Filing Date
|
File No.
|
Page No.
|
|
|
|
|
|
|
|
|
3.1
|
|
Articles of Restatement of the Company filed with the State Department of Assessments and Taxation of Maryland on April 27, 2012.
|
10-Q
|
3.1
|
May 3, 2012
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
3.2
|
|
Amendment to Articles of Incorporation of the Company.
|
8-K
|
3.1
|
August 31, 2012
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
3.3
|
|
Articles Supplementary of the Charter of the Company.
|
8-A
|
3.1
|
September 6, 2012
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
3.4
|
|
Articles Supplementary of the Charter of the Company.
|
8-K
|
3.1
|
August 14, 2013
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
3.5
|
|
Amendment to the Amended and Restated Bylaws of the Company, adopted March 17, 2015.
|
8-K
|
3.1
|
March 17, 2015
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
4.1
|
|
Indenture, dated as of December 15, 2011, among A.M. Castle & Co., the Guarantors, U.S. Bank National Association, as trustee and U.S. Bank National Association, as collateral agent.
|
8-K
|
4.1
|
December 21, 2011
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
4.2
|
|
Indenture, dated as of December 15, 2011, among A.M. Castle & Co., the Guarantors and U.S. Bank National Association, as trustee.
|
8-K
|
4.2
|
December 21, 2011
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
4.3
|
|
Rights Agreement, dated as of August 31, 2012, by and between A.M. Castle & Co. and American Stock Transfer & Trust Company, LLC, as Rights Agent.
|
8-K
|
4.1
|
August 31, 2012
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
4.4
|
|
Amendment No. 1 to Rights Agreement, dated as of August 13, 2013, by and between A.M. Castle & Co. and American Stock Transfer & Trust Company, LLC, as Rights Agent.
|
8-K
|
4.1
|
August 14, 2013
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.1*
|
|
A. M. Castle & Co. Supplemental 401(k) Savings and Retirement Plan, as amended and restated, effective as of January 1, 2009.
|
10-K
|
10.14
|
March 12, 2009
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.2*
|
|
A. M. Castle & Co. Supplemental Pension Plan, as amended and restated, effective as of January 1, 2009.
|
10-K
|
10.15
|
March 12, 2009
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.3*
|
|
First Amendment to the A. M. Castle & Co. Supplemental 401(k) Savings and Retirement Plan, executed April 15, 2009 (as effective April 27, 2009).
|
8-K
|
10.1
|
April 16, 2009
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.4*
|
|
Form of A.M. Castle & Co. Indemnification Agreement to be executed with all directors and executive officers.
|
8-K
|
10.16
|
July 29, 2009
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.5*
|
|
Form of Restricted Stock Award Agreement under A. M. Castle & Co. 2008 Restricted Stock, Stock Option and Equity Compensation Plan.
|
8-K
|
10.20
|
March 24, 2010
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.6*
|
|
Form of Performance Share Award Agreement under A. M. Castle & Co. 2008 Restricted Stock, Stock Option and Equity Compensation Plan.
|
8-K
|
10.21
|
March 24, 2010
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
|
|||
Exhibit
Number
|
|
Description of Exhibit
|
Form
|
Exhibit
|
Filing Date
|
File No.
|
Page No.
|
|
|
|
|
|
|
|
|
10.7*
|
|
Form of Incentive Stock Option Award Agreement under A. M. Castle & Co. 2008 Restricted Stock, Stock Option and Equity Compensation Plan.
|
8-K
|
10.22
|
March 24, 2010
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.8*
|
|
Form of Non-Qualified Stock Option Award Agreement under A. M. Castle & Co. 2008 Restricted Stock, Stock Option and Equity Compensation Plan.
|
8-K
|
10.23
|
March 24, 2010
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.9*
|
|
Form of Non-Employee Director Restricted Stock Award Agreement.
|
8-K
|
10.1
|
April 27, 2010
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.10*
|
|
Form of Amended and Restated Change of Control Agreement for all executive officers other than the CEO.
|
8-K
|
10.24
|
September 21, 2010
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.11*
|
|
Form of Amended and Restated Severance Agreement for executive officers other than the CEO.
|
8-K
|
10.26
|
December 23, 2010
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.12*
|
|
Form of Performance Share Award Agreement, adopted March 2, 2011, under A.M. Castle & Co. 2008 Restricted Stock, Stock Option and Equity Compensation Plan.
|
8-K
|
10.29
|
March 8, 2011
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.13*
|
|
A.M. Castle & Co. 2008 Omnibus Incentive Plan (formerly known as the A.M. Castle & Co. 2008 Restricted Stock, Stock Option and Equity Compensation Plan) as Amended and Restated as of April 25, 2013.
|
DEF14A
|
Appendix A
|
March 12, 2013
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.14
|
|
Loan and Security Agreement, dated December 15, 2011, by and among A.M. Castle & Co., Transtar Metals Corp., Advanced Fabricating Technology, LLC, Oliver Steel Plate Co., Paramont Machine Company, LLC, Total Plastics, Inc., Tube Supply, LLC, A.M. Castle & Co. (Canada) Inc., Tube Supply Canada ULC, the other Loan Parties party thereto, the lenders which are now or which hereafter become a party thereto, and Wells Fargo Bank, National Association, a national banking association, in its capacity as administrative agent and collateral agent for Secured Parties.
|
8-K
|
10.4
|
December 21, 2011
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.15
|
|
Pledge and Security Agreement, dated as of December 15, 2011, by A.M. Castle & Co., and its subsidiaries that are party thereto, in favor of U.S. Bank National Association, as collateral agent, for the benefit of the Secured Parties.
|
8-K
|
10.1
|
December 21, 2011
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.16
|
|
Intercreditor Agreement, dated as of December 15, 2011, among Wells Fargo Bank, National Association, in its capacity as administrative and collateral agent for the First Lien Secured Parties and U.S. Bank National Association, a national banking association, in its capacity as trustee and collateral agent for the Second Lien Secured Parties.
|
8-K
|
10.2
|
December 21, 2011
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
|
|||
Exhibit
Number
|
|
Description of Exhibit
|
Form
|
Exhibit
|
Filing Date
|
File No.
|
Page No.
|
|
|
|
|
|
|
|
|
10.17
|
|
Amendment No. 1 to Loan and Security Agreement, dated as of January 21, 2014, by and among A.M. Castle & Co., Advanced Fabricating Technology, LLC, Paramont Machine Company, LLC, Total Plastics, Inc., A.M. Castle & Co. (Canada) Inc., the financial institutions from time to time party to the Loan Agreement as lenders, and Wells Fargo Bank, National Association, in its capacity as agent.
|
8-K
|
10.1
|
January 23, 2014
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.18
|
|
Amendment No. 2 to Loan and Security Agreement, dated as of December 10, 2014, by and among A.M. Castle & Co., Advanced Fabricating Technology, LLC, Paramont Machine Company, LLC, Total Plastics, Inc., A.M. Castle & Co. (Canada) Inc., the financial institutions from time to time party to the Loan Agreement as lenders, and Wells Fargo Bank, National Association, in its capacity as agent.
|
8-K
|
10.2
|
December 11, 2014
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.19*
|
|
Employment Agreement, dated November 9, 2011, by and between A. M. Castle & Co. and Mr. Paul Sorensen.
|
10-Q
|
10.29
|
August 7, 2012
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.20*
|
|
Form of Retention Bonus Agreement for certain executive officers in connection with CEO leadership transition, dated May 14, 2012.
|
10-Q
|
10.30
|
August 7, 2012
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.21*
|
|
Amendment to Employment Agreement, dated May 30, 2012, by and between A. M. Castle & Co. and Mr. Paul Sorensen.
|
10-Q
|
10.31
|
August 7, 2012
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.22*
|
|
Employment Offer Letter dated October 10, 2012, between A.M. Castle & Co. and Mr. Scott Dolan.
|
8-K/A
|
10.32
|
October 15, 2012
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.23*
|
|
Form of Restricted Stock Unit Award Agreement between A.M. Castle & Co. and Mr. Scott Dolan.
|
8-K/A
|
10.33
|
October 15, 2012
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.24*
|
|
Form of Severance Agreement between A.M. Castle & Co. and Mr. Scott Dolan.
|
8-K/A
|
10.34
|
October 15, 2012
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.25*
|
|
Form of Change of Control Agreement between A.M. Castle & Co. and Mr. Scott Dolan.
|
8-K/A
|
10.35
|
October 15, 2012
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.26*
|
|
Employment Offer Letter dated July 1, 2013, between A.M. Castle & Co. and Mr. Stephen Letnich.
|
10-Q
|
10.38
|
November 1, 2013
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.27*
|
|
Employment Offer Letter dated March 7, 2014, between A.M. Castle & Co. and Mr. Marec Edgar.
|
10-Q
|
10.39
|
May 1, 2014
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.28*
|
|
Employment Offer Letter dated September 25, 2014, between A.M. Castle & Co. and Mr. Patrick R. Anderson. .
|
10-Q
|
10.40
|
October 29, 2014
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.29*
|
|
Form of Non-Employee Director Restricted Stock Award Agreement, dated December 11, 2014.
|
10-K
|
10.37
|
March 7, 2014
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.30*
|
|
Amendment of Non-Employee Director Restricted Stock Award Agreements under the 2008 A.M. Castle & Co. Omnibus Incentive Plan, dated December 11, 2014.
|
10-K
|
10.38
|
March 7, 2014
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
|
|||
Exhibit
Number
|
|
Description of Exhibit
|
Form
|
Exhibit
|
Filing Date
|
File No.
|
Page No.
|
|
|
|
|
|
|
|
|
10.31
|
|
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.
|
8-K
|
10.1
|
March 17, 2015
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.32*
|
|
Employment Offer Letter dated April 16, 2015, between A.M. Castle & Co. and Steven W. Scheinkman.
|
8-K
|
10.2
|
April 22, 2015
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.33*
|
|
Severance Agreement dated April 16, 2015, between A.M. Castle & Co. and Steven W. Scheinkman.
|
8-K
|
10.3
|
April 22, 2015
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.34*
|
|
Change of Control Agreement, dated April 16, 2015, between A.M. Castle & Co. and Steven W. Scheinkman.
|
8-K
|
10.4
|
April 22, 2015
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.35*
|
|
Separation and General Release dated April 16, 2015, between A.M. Castle & Co. and Scott Dolan.
|
8-K
|
10.5
|
April 22, 2015
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.36
|
|
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.
|
8-K
|
10.6
|
April 22, 2015
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.37*
|
|
Form Non-Qualified Stock Option Award Agreement.
|
8-K
|
10.7
|
July 28, 2015
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.38*
|
|
Form Restricted Stock Unit Award Agreement.
|
8-K
|
10.8
|
July 28, 2015
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.39
|
|
Second Amendment to Settlement Agreement, as amended, dated October 30, 2015, by and among A.M. Castle & Co., Raging Capital Management, LLC and certain of their affiliates, and Messrs. Steven W. Scheinkman, Kenneth H. Traub, and Allan J. Young.
|
8-K
|
10.9
|
November 5, 2015
|
1-5415
|
—
|
|
|
|
|
|
|
|
|
10.40*
|
|
Special Bonus Letter dated March 14, 2015, between A.M. Castle & Co. and Mr. Marec Edgar.
|
10-Q
|
10.2
|
April 29, 2015
|
1-5415
|
|
|
|
|
|
|
|
|
|
10.41*
|
|
Separation Agreement and General Release, dated June 24, 2015, by and between A.M. Castle & Co. and Mr. Stephen J. Letnich.
|
10-Q
|
10.8
|
August 5, 2015
|
1-5415
|
|
|
|
|
|
|
|
|
|
10.42*
|
|
A.M. Castle & Co. Directors Deferred Compensation Plan (as amended and restated as of January 1, 2015).
|
|
|
|
|
E-1
|
|
|
|
|
|
|
|
|
10.43*
|
|
Second Amendment dated October 8, 2015 to the A.M. Castle & Co. Supplemental 401(k) Savings and Retirement Plan as Amended and Restated effective as of January 1, 2009.
|
|
|
|
|
E-13
|
|
|
|
|
|
|
|
|
10.44*
|
|
A.M. Castle & Co. 401(k) Savings and Retirement Plan (as amended and restated effective as of January 1, 2015).
|
|
|
|
|
E-14
|
|
|
|
|
|
|
|
|
10.45*
|
|
Second Amendment dated October 8, 2015, to the A.M. Castle & Co. Salaried Employees Pension Plan as Amended and Restated Effective as of January 1, 2010.
|
|
|
|
|
E-88
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
|
|||
Exhibit
Number
|
|
Description of Exhibit
|
Form
|
Exhibit
|
Filing Date
|
File No.
|
Page No.
|
|
|
|
|
|
|
|
|
18.1+
|
|
Preferability Letter from Deloitte & Touche LLP
|
|
|
|
|
E-89
|
|
|
|
|
|
|
|
|
21.1+
|
|
Subsidiaries of Registrant
|
|
|
|
|
E-90
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
|
E-91
|
|
|
|
|
|
|
|
|
23.2+
|
|
Consent of Grant Thornton LLP
|
|
|
|
|
E-92
|
|
|
|
|
|
|
|
|
31.1
|
|
CEO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
|
|
|
|
E-93
|
|
|
|
|
|
|
|
|
31.2
|
|
CFO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
|
|
|
|
E-94
|
|
|
|
|
|
|
|
|
32.1
|
|
CEO and CFO Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
|
|
|
|
E-95
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
—
|
*
|
These agreements are considered a compensatory plan or arrangement.
|
+
|
Previously filed with the Original Filing.
|
|
|
|
|
PAGE
|
||
SECTION 1
|
GENERAL
|
1
|
|
|||
1.1
|
|
Purpose and Effective Date
|
1
|
|
||
SECTION 2
|
DEFINITIONS
|
1
|
|
|||
2.1
|
|
Definitions
|
1
|
|
||
SECTION 3
|
PLAN
|
3
|
|
|||
3.1
|
|
Administration by Committee
|
3
|
|
||
3.2
|
|
Indemnification
|
3
|
|
||
SECTION 4
|
DEFERRAL AND INVESTMENT OF COMPENSATION
|
4
|
|
|||
4.1
|
|
Deferral Election
|
4
|
|
||
4.2
|
|
Credits to Account
|
4
|
|
||
4.3
|
|
Changes to Investment Elections
|
5
|
|
||
4.4
|
|
Accounts Maintained Until Payment
|
6
|
|
||
SECTION 5
|
DISTRIBUTION OF ACCOUNTS
|
6
|
|
|||
5.1
|
|
Distribution Upon Termination of Service
|
6
|
|
||
5.2
|
|
Other Distributions
|
6
|
|
||
5.3
|
|
Issuance of Company Stock
|
7
|
|
||
5.4
|
|
Designation of Beneficiary
|
7
|
|
||
5.5
|
|
Withholding; Reporting
|
8
|
|
||
SECTION 6
|
SHARES SUBJECT TO THE PLAN
|
8
|
|
|||
6.1
|
|
Shares
|
8
|
|
||
6.2
|
|
Changes in Capitalization
|
8
|
|
||
SECTION 7
|
AMENDMENT OR TERMINATION
|
8
|
|
|||
7.1
|
|
Authority
|
8
|
|
||
7.2
|
|
Limits
|
8
|
|
||
SECTION 8
|
MISCELLANEOUS
|
9
|
|
|||
8.1
|
|
Plan Unfunded/No Guaranty
|
9
|
|
||
8.2
|
|
No Assignment
|
9
|
|
||
8.3
|
|
Effect of Participation
|
9
|
|
||
8.4
|
|
Distributions to Persons Under Disability
|
9
|
|
||
8.5
|
|
Successors
|
9
|
|
||
8.6
|
|
Savings Clause
|
9
|
|
||
8.7
|
|
No Liability
|
10
|
|
||
8.8
|
|
Forms
|
10
|
|
||
8.9
|
|
Requirements of Law
|
10
|
|
||
8.10
|
|
Applicable Law
|
10
|
|
|
|
|
A.M. CASTLE & CO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Marec E. Edgar
|
|
|
|
Printed Name:
|
Marec E. Edgar
|
|
|
|
Title:
|
EVP, General Counsel, Secretary
& Chief Administrative Officer
|
|
|
A.M. CASTLE & CO.
|
||
|
|
ADMINISTRATION COMMITTEE
|
||
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey S. Torf
|
||
|
|
By:
|
Jeffrey S. Torf
|
|
|
|
Title:
|
Administration Committee Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
||
SECTION 1
|
GENERAL
|
1
|
|
|
1.1
|
|
History and Effective Date
|
1
|
|
1.2
|
|
Related Companies and Employers
|
1
|
|
1.3
|
|
Trust Agreement, Plan Administration
|
1
|
|
1.4
|
|
Plan Year
|
2
|
|
1.5
|
|
Accounting Dates
|
2
|
|
1.6
|
|
Applicable Laws; Resolution of Disputes
|
2
|
|
1.7
|
|
Gender and Number
|
2
|
|
1.8
|
|
Notices
|
2
|
|
1.9
|
|
Form and Time of Elections
|
2
|
|
1.10
|
|
Evidence
|
2
|
|
1.11
|
|
Action by Employers
|
3
|
|
1.12
|
|
No Reversion to Employers
|
3
|
|
1.13
|
|
Plan Supplements
|
3
|
|
1.14
|
|
Defined Terms
|
3
|
|
SECTION 2
|
PARTICIPATION IN PLAN
|
3
|
|
|
2.1
|
|
Eligibility For Participation
|
3
|
|
2.2
|
|
Limited Participation after Loss of Eligible Status
|
4
|
|
2.3
|
|
Limited Participation By Members of Collective Bargaining Units
|
4
|
|
2.4
|
|
Participation for Purposes of Elective Deferrals and After-Tax Contributions
|
4
|
|
2.5
|
|
Plan Not Contract of Employment
|
4
|
|
2.6
|
|
Leased Employees
|
4
|
|
SECTION 3
|
SERVICE
|
5
|
|
|
3.1
|
|
Years of Service
|
5
|
|
3.2
|
|
One Year Break in Service
|
6
|
|
3.3
|
|
Veterans' Rights
|
6
|
|
3.4
|
|
Year of Service for Temporary Employees
|
7
|
|
3.5
|
|
Hours of Service
|
7
|
|
SECTION 4
|
ELECTIVE DEFERRALS AND AFTER-TAX CONTRIBUTIONS
|
8
|
|
|
4.1
|
|
Elective Deferral
|
8
|
|
4.2
|
|
After-Tax Contributions
|
9
|
|
4.3
|
|
Payment of Elective Deferral and After-Tax Contributions
|
10
|
|
4.4
|
|
Variation, Discontinuance and Resumption of Elective Deferral or After-Tax Contributions
|
10
|
|
4.5
|
|
Rollover Contributions
|
10
|
|
4.6
|
|
Eligible Compensation
|
10
|
|
4.7
|
|
Limitation on the Amount of Compensation Taken Into Account For Any Plan Year
|
11
|
|
SECTION 5
|
EMPLOYER CONTRIBUTIONS
|
11
|
|
|
5.1
|
|
Employer Contributions
|
11
|
|
5.2
|
|
Matching Contributions
|
12
|
|
5.3
|
|
Qualified Matching and Qualified Nonelective Contributions
|
12
|
|
5.4
|
|
Limitations on Amount of Employer Contributions
|
12
|
|
|
|
Page
|
||
5.5
|
|
Payment of Employer, Matching and Qualified Matching and Qualified Nonelective Contributions
|
13
|
|
5.6
|
|
Forfeiture of Matching Contributions
|
13
|
|
5.7
|
|
Special Employer Contribution
|
13
|
|
SECTION 6
|
INVESTMENT OF THE TRUST FUND
|
13
|
|
|
6.1
|
|
The Trust Fund and Investment Funds
|
13
|
|
6.2
|
|
Investment Fund Elections
|
14
|
|
6.3
|
|
Voluntary Insurance Coverage for Participants
|
14
|
|
SECTION 7
|
PLAN ACCOUNTING
|
15
|
|
|
7.1
|
|
Participant's Accounts
|
15
|
|
7.2
|
|
Adjustment of Participants' Accounts
|
16
|
|
7.3
|
|
Allocation and Crediting of Contributions and Forfeitures
|
16
|
|
7.4
|
|
Statement of Plan Interest
|
17
|
|
7.5
|
|
Correction of Error
|
17
|
|
SECTION 8
|
LIMITATIONS ON COMPENSATION, CONTRIBUTIONS AND ALLOCATIONS
|
18
|
|
|
8.1
|
|
Reduction of Contribution Rates
|
18
|
|
8.2
|
|
Compensation for Limitation/Testing Purposes
|
18
|
|
8.3
|
|
Limitations on Annual Additions
|
20
|
|
8.4
|
|
Excess Annual Additions
|
21
|
|
8.5
|
|
Additional Rules Applicable to Limitation on Annual Additions
|
21
|
|
8.6
|
|
Section 402(g) Limitation
|
22
|
|
8.7
|
|
Section 401(k)(3) Testing
|
23
|
|
8.8
|
|
Correction Under Section 401(k) Test
|
24
|
|
8.9
|
|
Code Section 401(m)(2) Testing
|
25
|
|
8.10
|
|
Correction Under Section 401(m) Test
|
25
|
|
8.11
|
|
Forfeiture of Orphan Matching Contributions
|
26
|
|
8.12
|
|
Highly Compensated
|
26
|
|
8.13
|
|
Separate Testing of Early Eligible Group
|
26
|
|
SECTION 9
|
VESTING AND TERMINATION DATES
|
27
|
|
|
9.1
|
|
Determination of Vested Interest
|
27
|
|
9.2
|
|
Accelerated Vesting
|
28
|
|
9.3
|
|
Termination Dates
|
28
|
|
9.4
|
|
Distribution Upon Separation
|
29
|
|
SECTION 10
|
LOANS AND WITHDRAWALS OF CONTRIBUTIONS WHILE EMPLOYED
|
29
|
|
|
10.1
|
|
Loans to Participants
|
29
|
|
10.2
|
|
Withdrawals During Employment
|
31
|
|
10.3
|
|
Hardship Withdrawals
|
32
|
|
SECTION 11
|
DISTRIBUTIONS
|
33
|
|
|
11.1
|
|
Distributions to Participants After Termination of Employment
|
33
|
|
11.2
|
|
Forms of Benefit Payments
|
33
|
|
11.3
|
|
Special Rules Governing Annuity Elections
|
35
|
|
11.4
|
|
Limits on Commencement and Duration of Distributions
|
36
|
|
11.5
|
|
Beneficiary Designations
|
37
|
|
11.6
|
|
Forfeitures and Restorations of Unvested Contributions
|
37
|
|
11.7
|
|
Application of Forfeitures
|
38
|
|
|
|
Page
|
||
11.8
|
|
Facility of Payment
|
38
|
|
11.9
|
|
Direct Rollover Option
|
38
|
|
11.10
|
|
Interests Not Transferable
|
39
|
|
11.11
|
|
Absence of Guaranty
|
39
|
|
11.12
|
|
Missing Participants or Beneficiaries
|
39
|
|
11.13
|
|
Explanation of Optional Forms and Consent
|
40
|
|
11.14
|
|
Required Minimum Distributions After 2001
|
40
|
|
11.15
|
|
Required Minimum Distributions After 2002
|
40
|
|
11.16
|
|
Restrictions on Distributions
|
40
|
|
SECTION 12
|
THE ADMINISTRATION COMMITTEE
|
41
|
|
|
12.1
|
|
Membership and Authority
|
41
|
|
12.2
|
|
Delegation By Administration Committee
|
41
|
|
12.3
|
|
Uniform Rules
|
42
|
|
12.4
|
|
Information to be Furnished to Administration Committee
|
42
|
|
12.5
|
|
Administration Committee's Decision Final
|
42
|
|
12.6
|
|
Exercise of Administration Committee's Duties
|
42
|
|
12.7
|
|
Benefit Claims and Legal Action
|
42
|
|
12.8
|
|
Remuneration and Expenses
|
42
|
|
12.9
|
|
Indemnification of the Administration Committee
|
42
|
|
12.10
|
|
Designation or Removal of Administration Committee Member
|
43
|
|
12.11
|
|
Appointment of Successor Administration Committee Member
|
43
|
|
12.12
|
|
Interested Administration Committee Member
|
43
|
|
SECTION 13
|
AMENDMENT AND TERMINATION
|
43
|
|
|
13.1
|
|
Amendment
|
43
|
|
13.2
|
|
Termination
|
43
|
|
13.3
|
|
Merger and Consolidation of the Plan, Transfer of Plan Assets
|
44
|
|
13.4
|
|
Distribution on Termination and Partial Termination
|
44
|
|
13.5
|
|
Notice of Amendment, Termination or Partial Termination
|
44
|
|
SECTION 14
|
ROTH ELECTIVE DEFERRALS
|
47
|
|
|
14.1
|
|
Roth Elective Deferrals Permitted
|
47
|
|
14.2
|
|
Roth Elective Deferrals
|
47
|
|
14.3
|
|
Ordering Rules for Loans and Withdrawals
|
47
|
|
14.4
|
|
Corrective Distributions Attributable to Roth Elective Deferrals
|
47
|
|
14.5
|
|
Rollovers
|
48
|
|
14.6
|
|
Automatic Enrollment
|
48
|
|
14.7
|
|
Operational Compliance
|
48
|
|
APPENDIX A
|
DEFINED TERMS
|
APP. 1
|
|
|
APPENDIX B
|
IDENTIFICATION OF EMPLOYER BUSINESS UNITS
|
APP. 2
|
|
|
SUPPLEMENT A TO A. M. CASTLE & CO. 401(k) SAVINGS AND RETIREMENT PLAN (Top-Heavy Status)
|
A-1
|
|
||
SUPPLEMENT B TO A. M. CASTLE & CO. 401(k) SAVINGS AND RETIREMENT PLAN (Cutter Participants)
|
B-1
|
|
||
SUPPLEMENT C TO A. M. CASTLE & CO. 401(k) SAVINGS AND RETIREMENT PLAN (Keystone)
|
C-1
|
|
||
SUPPLEMENT D TO A. M. CASTLE & CO. 401(k) SAVINGS AND RETIREMENT PLAN (Oliver Steel)
|
D-1
|
|
|
|
Page
|
||
SUPPLEMENT E TO A. M. CASTLE & CO. 401(k) SAVINGS AND RETIREMENT PLAN (Required Minimum Distributions After 2002)
|
E-1
|
|
||
SUPPLEMENT F TO A. M. CASTLE & CO. 401(k) SAVINGS AND RETIREMENT PLAN (Metal Mart LLC)
|
F-1
|
|
||
SUPPLEMENT G TO A. M. CASTLE & CO. 401(k) SAVINGS AND RETIREMENT PLAN (Transtar)
|
G-1
|
|
||
SUPPLEMENT H TO A. M. CASTLE & CO. 401(k) SAVINGS AND RETIREMENT PLAN (Total Plastics)
|
H-1
|
|
||
SUPPLEMENT I TO A.M. CASTLE & CO. 401(k) SAVINGS AND RETIREMENT PLAN (Tube Supply)
|
I-1
|
|
a.
|
the employee is first paid or entitled to payment for the performance of services for an Employer (or, in the case of an employee who is classified on an Employer’s payroll records as a temporary employee, the employee’s completion of one Year of Service);
|
b.
|
the employee is a member of a group to whom the Plan has been and continues to be extended, either by the unilateral action of the employee’s Employer in the case of an employee who is not covered by a collective bargaining agreement, or through a currently effective collective bargaining agreement between the employee’s Employer and the collective bargaining representative of the group of employees of which the employee is a member; and
|
c.
|
the employee is not then laid off from the Employers.
|
a.
|
for any period during which not more than twenty percent (20%) of the non-Highly Compensated workforce of the Employers and the Related Companies consists of Leased Employees and the Leased Employee is a participant in a money purchase pension plan maintained by the leasing organization which (i) provides for a nonintegrated employer contribution of at least 10 percent (10%) of compensation, (ii) provides for full and immediate vesting, and (iii) covers all employees of the leasing organization (beginning with the date they become employees), other than those employees excluded under Code Section 414(n)(5); or
|
b.
|
for any other period unless the Leased Employee provides satisfactory evidence to the Employer or Related Company that the employee meets all of the conditions of this subsection 2.6 and applicable law required for treatment as a Leased Employee.
|
a.
|
For all purposes of the Plan, if an employee’s or Participant’s employment with the Employers and the Related Companies is terminated on a Termination Date or, if the employee or Participant is laid off from an Employer or Related Company, and the employee or Participant is not paid or entitled to payment for the performance of duties for an Employer or Related Company for the twelve (12
‑
)-consecutive-month period commencing on such Termination Date or, if earlier, the date the employee or Participant is laid off, the employee or Participant shall not be credited with service for the period between the date of the employee’s or Participant’s termination of employment or, if earlier, the first anniversary of the date the employee or Participant is laid off from an Employer or Related Company without recall, and the first date thereafter for which the employee or Participant is paid or entitled to payment for the performance of duties for an Employer or Related Company.
|
b.
|
For all purposes of the Plan other than subsection 2.1, a Participant’s Years of Service for the period elapsed between the Participant’s initial date of hire and January 1, 1976, shall be equal to the Participant’s “years of service” as an “employee,” both as defined and determined under the terms of the Plan as in effect on December 31, 1975, excluding, however, years of service completed prior to a break in participation if such service would be disregarded under the terms of the Plan as in effect on December 31, 1975, for purposes of determining the Participant’s vested interest under the Plan.
|
c.
|
For purposes of determining whether a Participant has a nonforfeitable interest in the Participant’s Employer Contributions Account accrued prior to the date the Participant incurs five consecutive One Year Breaks in Service (or prior to the date the Participant incurs a One Year Break in Service, if it is incurred before January 1, 1985), a Participant’s number of Years of Service accrued after such five consecutive One Year Breaks in Service (or, if the break in service was incurred before January 1, 1985, such One Year Break in Service) shall be disregarded.
|
a.
|
Effective January 1, 2007, in the case of a Participant who dies while performing qualified military service (as defined in Code Section 414(u)), the survivors of the Participant shall be entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death.
|
b.
|
Effective January 1, 2009, an individual receiving a “differential wage payment” (as defined below) shall be treated as an employee of the Employer making the payments and the differential wage payment shall be treated as compensation. This Plan shall not be treated as failing to meet the requirements of any provision described in Code Section 414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage payment, as long as all employees of the Employer performing service in the uniformed services (as defined in chapter 43 of title 38, United States Code) while on active duty for a period of more than thirty (30) calendar days are entitled to receive differential wage payments on reasonably equivalent terms and, if eligible to participate in a retirement plan maintained by the Employer, to make contributions based on the payments on reasonably equivalent terms.
|
i.
|
is made by the Employer to an individual with respect to any period during which the individual is performing service in the uniformed services (as defined in chapter 43 of title 38, United States Code) while on active duty for a period of more than thirty (30) calendar days, and
|
ii.
|
represents all or a portion of the wages the individual would have received from the Employer if the individual were performing service for the Employer.
|
c.
|
Effective January 1, 2009, for purposes of Code Sections 401(k)(2)(B)(i)(I), 403(b)(7)(A)(ii), 403(b)(11)(A) or 457(d)(1)(A)(ii), an individual shall be treated as having a severance from employment during any period the individual is performing services in the uniformed services (as defined in chapter 43 of title 38, United States Code) while on active duty for a period of more than thirty (30) calendar days even if the individual is receiving “differential wage payments” as described in subsection (b). If an individual elects to receive a distribution by reason of the preceding sentence, the individual shall not be permitted to make an elective deferral or employee contribution during the six (6)-month period beginning on the date of the distribution.
|
i.
|
For the period that begins when the Participant first has contributions made pursuant to a default election under a qualified automatic contribution arrangement for a Plan Year and ending on the last day of the following Plan Year (the “Initial Period”), three percent (3%);
|
viii.
|
For the seventh Plan Year immediately following the Initial Period and each Plan year thereafter, ten percent (10%).
|
a.
|
an “Employer Contributions Account,” which shall reflect Employer Contributions (and forfeitures allocated to the Participant under the terms of the Plan), and the income, losses, appreciation and depreciation attributable thereto;
|
b.
|
an “After
‑
Tax Account,” which shall reflect the Participant’s After-Tax Contributions, if any, and the income, losses, appreciation and depreciation attributable thereto;
|
c.
|
a “Pre-Tax Elective Deferral Account,” which shall reflect the Pre-Tax Elective Deferrals, if any, made for the Participant, and the income, losses, appreciation and depreciation attributable thereto;
|
d.
|
a “Matching Account,” which shall reflect the Matching Contributions, if any, made for the Participant, and the income, losses, appreciation and depreciation attributable thereto;
|
e.
|
a “Qualified Matching Account,” which shall reflect the Qualified Matching Contributions, if any, made for the Participant, and the income, losses, appreciation and depreciation attributable thereto;
|
f.
|
a “Qualified Nonelective Account,” which shall reflect the Qualified Nonelective Contributions, if any, allocated to the Participant and the income, losses, appreciation and depreciation attributable thereto;
|
g.
|
a “QVEC Account,” which shall reflect the deductible voluntary contributions made by the Participant under the provisions of the Plan as in effect before January 1, 1987, and the income losses, appreciation and depreciation attributable thereto;
|
h.
|
a “Roth Elective Deferral Account,” which shall reflect the Roth Elective Deferrals, if any, made for the Participant, and the income, losses, appreciation and depreciation attributable thereto; and
|
i.
|
a “Rollover Account,” which shall reflect and separately account for Rollover Contributions, if any, made by the Participant and the income, losses, appreciation and depreciation attributable thereto.
|
a.
|
After-Tax, Elective Deferral, Matching, Qualified Matching, Qualified Nonelective and Rollover Contributions made by or on behalf of a Participant shall be credited to that Participant’s appropriate Accounts as soon as practicable after they are transmitted to the Trustee.
|
b.
|
As of the last day of each calendar quarter beginning before January 1, 2005, each Employer’s Employer Contribution for each strategic business unit of that Employer as described in Appendix B of the Plan (a “Business Unit”) for that quarter, if any, shall be allocated among and credited to the Employer Contributions Accounts of all Participants within that Business Unit who meet the requirements of subsection 2.1 on the last day of that quarter (including
|
c.
|
As of the last day of each Plan Year beginning on or after January 1, 2005 and before January 1, 2009, each Employer’s Employer Contribution that is determined and made by reference to a Business Unit for that year, if any, shall be allocated among and credited to the Employer Contributions Accounts of all Participants within that Business Unit who meet the requirements of subsection 2.1 on the last day of that year (including Participants who were on Employer-approved leaves of absence or on layoff status on the last day of that year), and Participants who were transferred to employment with another Business Unit, Employer or a Related Company during that year or whose Termination Date occurred under paragraph 9.3(a), (b) or (c) during that year (provided that each such Participant met the requirements of paragraph 2.1(b) on the date immediately preceding the Participant’s leave of absence, transfer or termination), in the same ratio that each such Participant’s Eligible Compensation from that Employer during that Plan Year bears to the total Eligible Compensation paid by that Employer during that Plan Year to all Participants within the applicable Business Unit who are eligible for an allocation under this paragraph 7.3(c).
|
d.
|
On and after July 1, 2008, each Employer’s non
‑
-discretionary Employer Contribution that is made under Section 5.1 for that year shall be made and allocated as soon as reasonably practicable after the end of each payroll period to the Employer Contributions Accounts of those Participants employed during such payroll period.
|
e.
|
Employer Contributions under Section 5.7 shall be made and allocated as soon as reasonably practicable after the end of each payroll period to the Employer Contributions Accounts of those Transition A Participants and Transition B Participants employed during such payroll period.
|
a.
|
the amount shown as “wages” for purposes of federal income tax withholding on any Form W-2 issued by an Employer or Related Company to the Participant for the Plan Year but excluding, solely for purposes of subsections 8.7 and 8.9, any severance payments paid upon termination of employment; plus
|
b.
|
the amount of any Elective Deferral Contributions and any other elective contributions made on the Participant’s behalf for the Plan Year to a plan sponsored by an Employer or Related Company that are not includable in the Participant’s gross income pursuant to Code Section 125, 402(a)(8) or, for Plan Years beginning on and after January 1, 2001, Code Section 132(f)(4),
|
(1)
|
the payment is regular compensation for services during the Participant’s regular working hours, or compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and
|
(2)
|
the payment would have been paid to the Participant prior to a severance from employment if the Participant had continued in employment with the Employer.
|
a.
|
$53,000, as adjusted for increases in the cost-of-living under Code Section 415(d); or
|
b.
|
100% of the Participant’s Compensation for that Plan Year (for Plan Years beginning before January 1, 1998, excluding amounts described in clause (b) of subsection 8.2), calculated as if each Section 415 Affiliate (described below) were a Related Company,
|
a.
|
A former Employer is a “predecessor employer” with respect to a Participant in a plan maintained by an Employer if the Employer maintains a plan under which the Participant had accrued a benefit while performing services for the former Employer, but only if that benefit is provided under the plan maintained by the Employer. For this purpose, the formerly affiliated plan rules in Treasury Regulation Section 1.415(f)-1(b)(2) apply as if the Employer and predecessor employer constituted a single employer under the rules described in Treasury Regulation Section 1.415(a)-l(f)(1) and (2) immediately prior to the cessation of affiliation (and as if they constituted two, unrelated employers under the rules described in Treasury Regulation Section 1.415(a)-1(f)(1) and (2) immediately after the cessation of affiliation) and cessation of affiliation was the event that gives rise to the predecessor employer relationship, such as a transfer of benefits or plan sponsorship.
|
b.
|
With respect to an Employer of a Participant, a former entity that antedates the Employer is a “predecessor employer” with respect to the Participant if, under the facts and circumstances, the employer constitutes a continuation of all or a portion of the trade or business of the former entity.
|
a.
|
The Participant, not later than March 1 following the close of such taxable year, may request the Administration Committee to direct the Trustee to distribute all or a portion of such excess to the Participant, together with any gains or losses allocable thereto for that Plan Year and, in the case of distributions in Plan Years beginning before January 1, 2007, for the period from the close of such Plan Year to a date that is no more than seven calendar days before the date of distribution.
|
b.
|
Such gains and losses shall be determined in accordance with any reasonable method adopted by the Administration Committee that complies with Treas. Reg. Section 1.402(g)-1(e)(5) and is used consistently for all Participants and all corrective distributions for such year.
|
c.
|
Any such request shall be in writing and shall include adequate proof of the existence of such excess, as determined by the Administration Committee in its sole discretion. If the Administration Committee is so notified, such excess amount shall be distributed to the Participant no later than the April 15 following the close of the Participant’s taxable year.
|
d.
|
If the applicable limitation for a Plan Year is exceeded with respect to this Plan alone, or this Plan and another plan or plans of the Employers and Related Companies, the Administration Committee shall direct such excess Elective Deferrals (with allocable gains or losses for that Plan Year and, in the case of distributions in Plan Years beginning before January 1, 2007, for the period from the close of such Plan Year to a date that is no more than seven calendar days before the date of distribution) to be distributed to the Participant as soon as practicable after the Administration Committee is notified of the excess deferrals by the Company, an Employer or the Participant, or otherwise discovers the error (but no later than the April 15 following the close of the Participant’s taxable year).
|
a.
|
Excess Contributions (as defined below) shall be distributed to the Highly Compensated Participants to whose accounts such Excess Contributions were allocated for such Plan Year, together with any gains or losses allocable thereto for that Plan Year and (with respect to Plan Years before January 1, 2008) for the period from the close of such Plan Year to a date that is no more than seven calendar days before the date of distribution, except to the extent that any such Excess Contributions are classified as catch-up Elective Deferrals. Excess contributions shall be allocated to the Highly Compensated Participants with the largest amount of Elective Deferrals taken into account under Section 8.7 for the Plan Year in which the excess arose, beginning with the Highly Compensated Participant with the largest amount of such Elective Deferral Contributions and continuing in descending order until all the Excess Contributions have been allocated. To the extent that a Highly Compensated Participant is eligible to make catch-up Elective Deferrals for the Plan Year in which the Excess Contributions arose but has not reached the limit on such contributions in effect under the Plan for such Plan Year, Excess Contributions allocated to such Highly Compensated Participant shall be considered catch-up Elective Deferrals and shall not be treated as Excess Contributions.
|
b.
|
The term “Excess Contributions” shall mean, with respect to any Plan Year, the excess of;
|
i.
|
the aggregate amount of Elective Deferrals actually taken into account in computing the Highly Compensated Group Deferral Percentage for such Plan Year, over
|
ii.
|
the maximum aggregate amount of Elective Deferrals permitted under the tests set forth in subsection 8.7 for such Plan Years (determined by hypothetically reducing the Elective Deferrals made on behalf of Highly Compensated Participants for such year in order of their actual Deferral Percentages, beginning with the highest of such percentages).
|
c.
|
The gain or loss allocable to Excess Contributions shall be determined in accordance with any reasonable method adopted by the Committee that complies with Treas. Reg. Section 1.401(k)-2(b)(iv)(B) and is used consistently for all Participants and all corrective distributions for such year.
|
a.
|
Excess Aggregate Contributions (as defined below) shall be forfeited, if forfeitable, or if not forfeitable, distributed to the Highly Compensated Participants to whose accounts such Excess Aggregate Contributions were allocated for such Plan Year, together with any gains or losses allocable thereto for that Plan Year and (with respect to Plan years before January 1, 2008) for the period from the close of such Plan Year to a date that is no more than seven calendar days before the date of distribution.
|
b.
|
The term “Excess Aggregate Contributions” shall mean, with respect to any Plan Year, the excess of:
|
i.
|
the aggregate amount of After-Tax and Matching Contributions actually taken into account in computing the Highly Compensated Group Contribution Percentage for such Plan Year, over
|
ii.
|
the maximum aggregate amount of After-Tax and Matching Contributions permitted under the tests set forth in subsection 8.9 for such Plan Year (determined by hypothetically reducing the contributions made on behalf of Highly Compensated Participants in order of their Contribution Percentage beginning with the highest of such percentages).
|
c.
|
The gain or loss allocable to Excess Aggregate Contributions shall be determined in accordance with any reasonable method adopted by the Administration Committee that complies with Treas. Reg. Section 1.401(m)-2(b)(2)(iv)(B) and is used consistently for all Participants and all corrective distributions for such year.
|
d.
|
Excess Aggregate Contributions shall be deemed attributable to, first, any unmatched After-Tax Contributions, then (if necessary) a proportionate share of matched After-Tax Contributions and the Matching Contributions allocable thereto, and last, any remaining Matching Contributions.
|
a.
|
is a five percent (5%) owner of an Employer or a Related Company at any time during that year or the prior Plan Year; or
|
b.
|
for the preceding Plan Year, received Compensation in excess of $120,000 (indexed for cost-of-living adjustments under Code Section 415(d)).
|
Years of Service
|
Vested Percentage
|
fewer than 2
|
0%
|
2 or more
|
100%
|
Years of Service
|
Vested Percentage
|
fewer than 1
|
0%
|
1 but less than 3
|
33%
|
3 but less than 5
|
66%
|
5 or more
|
100%
|
a.
|
the Participant’s nonforfeitable interest in the Participant’s Matching Account shall be determined in accordance with the schedule above; and
|
b.
|
the Participant’s nonforfeitable interest in the Participant’s Employer Contributions Account shall be determined in accordance with the following schedule:
|
Years of Service
|
Vested Percentage
|
fewer than 1
|
0%
|
1 but less than 5
|
33%
|
5 or more years
|
100%
|
a.
|
Retirement
. The Participant retires or is retired from the employ of the Employers and Related Companies and is entitled to retirement income as defined and determined under the terms of the A. M. Castle & Co. Salaried Employees Pension Plan or any other defined benefit pension plan sponsored by the Company, or, if the Participant’s Employer is not a sponsor of any defined benefit pension plan, would be entitled to such a payment if the Participant’s Employer maintained the A. M. Castle & Co. Salaried Employees Pension Plan.
|
b.
|
Disability
. The Participant leaves the employ of the Employers and Related Companies at any age because of disability. A Participant will be considered disabled for purposes of the Plan if the Participant is awarded disability insurance benefits under the Social Security Act, if the Participant is entitled to a pension for permanent incapacity under the terms of the A. M. Castle & Co. Hourly Employees Pension Plan, or would be entitled to such a pension if the Participant’s Employer maintained that plan, or if the Participant is entitled to a benefit under a long term disability salary continuation plan maintained by the Participant’s Employer, or would be entitled to a benefit under such a plan if the Participant met the minimum service requirements for eligibility under the plan.
|
c.
|
Death
. The Participant’s death.
|
d.
|
Resignation or Dismissal
. The Participant resigns or is dismissed from the employ of the Employers and the Related Companies before retirement or disability as described in paragraph (a) or (b) above.
|
a.
|
for periods prior to January 1, 2002, the Participant has had a “separation from service” (within the meaning of Code Section 401(k)(2) as in effect prior to January 1, 2002), or the requirements of Code Section 401(k)(10) as then in effect are satisfied; and
|
b.
|
for periods after December 31, 2001, the Participant has incurred a severance from employment (within the meaning of Code Section 401(k) as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001), including a separation from employment that occurred before January 1, 2002.
|
a.
|
No loan shall be made to a Participant if, immediately after such loan, the sum of the outstanding balances (including principal and interest) of all loans made to such Participant under this Plan and under any other qualified retirement plans maintained by the Employers and the Related Companies does not exceed the lesser of (i) $50,000, reduced by the excess, if any, of
|
A.
|
the highest outstanding balance of all loans to the Participant from the plans during the one-year period ending on the day immediately before the date on which the loan is made, over
|
B.
|
the outstanding balance of loans from the plans to the Participant on the date on which such loan is made; or the greater of $10,000 or one-half of the aggregate vested interest of the Participant under all such plans;
|
b.
|
Subject to the limitations of paragraph (a) next above, no loan shall be made to a Participant unless it is for an amount that is at least equal to $1,000. A Participant may not have more than two loans outstanding at any time.
|
c.
|
Each such loan shall provide for:
|
i.
|
a reasonable repayment period of not more than five years from the date of the loan except in the case of a loan on or after January 1, 2000 used to acquire the Participant’s principal residence, in which case, the repayment period may be up to ten (10) years but not beyond the Participant’s normal retirement age, within the meaning of Code Section 411 (a)(8);
|
ii.
|
a reasonable rate of interest;
|
iii.
|
substantially equal payments of principal and interest over the term of the loan no less frequently than quarterly;
|
iv.
|
such other terms and conditions as the Administration Committee shall determine; and
|
d.
|
Promissory notes or other indicia of indebtedness shall be held by the Trustee under the Loan Fund, unless delegated by the Trustee to the Administration Committee.
|
e.
|
Payments of principal and interest to the Trustee with respect to any loan to a Participant:
|
i.
|
shall reduce the outstanding balance with respect to that loan;
|
ii.
|
shall reduce the balance of the Participant’s Loan Fund;
|
iii.
|
shall be credited to the Participant’s appropriate Account (other than the Participant’s QVEC Account); and
|
iv.
|
shall be invested in the Investment Funds in accordance with the Participant’s most recent investment election.
|
f.
|
A Participant’s obligation to repay a loan (or loans) from the Plan shall be secured by the portion of the Participant’s vested interest in the Plan equal to the outstanding balance of the loan plus accrued but unpaid interest as of any date on or after the loan is made; provided, however, that not more than 50% of the Participant’s vested account balance, determined immediately after origination of the loan, shall be taken into account as security for the loan.
|
g.
|
During the Participant’s employment with the Employers or Related Companies, loan repayments will be made by payroll deductions. After termination of employment or during any other period when payroll deduction is not possible or is not permitted under applicable law, repayment will be made by personal check.
|
h.
|
The loan may be prepaid in full at any time without penalty.
|
i.
|
Except in the case of a Participant who is a party in interest to the Plan, any outstanding loan of a Participant shall become immediately due and payable upon the Participant’s Termination Date. Notwithstanding any other provision of the Plan to contrary, if the outstanding balance of principal and interest on any loan is not paid at the expiration of its term or upon acceleration in accordance with the preceding sentence, a default shall occur and the Trustee shall apply all or a portion of the Participant’s vested interest in the Plan in satisfaction of such outstanding obligation, after all other adjustments required under the Plan have been made, but before any payment or distribution to any person pursuant to the provisions of Section 11.
|
j.
|
The Administration Committee shall establish uniform procedures for applying for a loan, evaluating loan applications, and setting reasonable rates of interest.
|
a.
|
up to 100% of the After-Tax Contributions (excluding any earnings thereon) made by the Participant prior to January 1, 1987;
|
b.
|
up to 100% of the Participant’s After-Tax Account (excluding pre-1987 contributions);
|
c.
|
up to 100% of the Participant’s QVEC Account (including earnings thereon);
|
d.
|
up to 100% of the Participant’s Rollover Account (including earnings thereon);
|
e.
|
in the event of the Participant’s attainment of age 59 1/2, up to 100% of the vested balances in all of the Participant’s Accounts;
|
f.
|
in the event of a Hardship, up to 100% of the vested portion of, first, the Participant’s Employer Contributions Account, and then the Participant’s Matching Account;
|
g.
|
in the event of a Hardship, up to 100% of the Elective Deferrals credited to the Participant’s Elective Deferral Account (excluding any earnings thereon); and
|
h.
|
in the event a Participant is ordered or called to active military duty for a period in excess of 179 calendar days and qualifies for a “qualified reservist distribution” under Code Section 79(t)(2)(G)(iii), up to 100% of the vested balances in all of the Participant’s Accounts.
|
a.
|
The withdrawal is requested because of an immediate and heavy financial need of the Participant, and will be so deemed if the Participant represents that the withdrawal is made on account of:
|
i.
|
expenses for (or necessary to obtain) medical care incurred by the Participant, the Participant’s spouse, children or dependents (as defined in Code Section 152, and, for taxable years beginning on or after January 1, 2005, without regard to Code Section 152(b)(1), (b)(2) and (d)(1)(B)), or the Participant’s primary beneficiary under the Plan that would be deductible under Code Section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income);
|
ii.
|
costs directly related to the purchase (excluding mortgage payments) of a principal residence of the Participant;
|
iii.
|
payment of tuition and related educational fees for the next 12 months of post-secondary education for the Participant, the Participant’s spouse, children or dependents (as defined in Code Section 152, and, for taxable years beginning on or after January 1, 2005, without regard to Code Section 152(b)(1), (b)(2) and (d)(1)(B) or the Participant’s primary beneficiary under the Plan;
|
iv.
|
the need to prevent the eviction of the Participant from the Participant’s principal residence or foreclosure on the mortgage of the Participant’s principal residence;
|
v.
|
payment for burial or funeral expenses for the Participant’s deceased parent, spouse, children, dependents (as defined in Code Section 152 without regard to Code Section 152(b)(1), (b)(2) and 152(d)(1)(B)) or the Participant’s primary beneficiary;
|
vi.
|
expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds ten percent (10%) of adjusted gross income); or
|
vii.
|
any other circumstances of immediate and heavy financial need identified as such in revenue rulings, notices or other documents of the Internal Revenue Service of general applicability.
|
b.
|
The withdrawal must also be necessary to satisfy the immediate and heavy financial need of the Participant. The withdrawal will be deemed necessary to satisfy such need if:
|
i.
|
the Participant represents that the withdrawal is not in excess of the amount of the immediate and heavy financial need (taking into account any applicable income or penalty taxes resulting from the withdrawal);
|
ii.
|
the Participant has obtained all distributions (other than Hardship distributions under this subsection 10.3) and all nontaxable loans currently available under the Plan and all other plans maintained by the Employers and Related Companies; and
|
a.
|
By payment in a lump sum.
OR
|
b.
|
By payment in a series of substantially equal monthly installments in an amount not less than $100 per month over a period not extending beyond the joint life expectancy of the Participant and the Participant’s spouse (if any), or the life expectancy of the Participant’s Beneficiary, if applicable, determined as of the date payments commence. OR
|
c.
|
By purchase from the Insurer (defined below) and distribution to the Participant of an annuity, subject to the following:
|
i.
|
Methods of payment shall be limited to an annuity payable (A) for life, or (B) for life and a period of fifteen years certain (or, if less, a period certain that does not exceed the Participant’s (or Beneficiary’s) life expectancy as of the date benefits commence).
|
ii.
|
An annuity benefit will be of the fixed type under which annuity payments will commence as of a date not later than the date required under subsection 11.4. The premium paid to the Insurer for any annuity will be charged to the Participant’s Accounts when paid. The Administration Committee shall cause the annuity to be delivered to the person or persons entitled to payments under it in a nontransferable form and in a form that is noncommutable.
OR
|
d.
|
In the case of a Policy purchased on the life of such Participant pursuant to subsection 6.3, by assignment of such Policy to the Participant or by surrender of such Policy for cash and application of the cash proceeds for the benefit of the Participant or Beneficiary by either of the methods specified in paragraphs (a) and (b) next above.
|
a.
|
The vested portions of the Participant’s Accounts, shall be used to purchase a nontransferable “Joint and Survivor Annuity” (that is, an immediate annuity payable for the life of the Participant with a survivor annuity payable for the life of the Participant’s spouse which is not less than 50% of the amount of the annuity payable during the joint lives of the Participant and spouse), unless the Participant elects another form of annuity and, if applicable, a Beneficiary other than the Participant’s spouse, with the consent of the Participant’s spouse to such form and Beneficiary, during the 180-day period immediately preceding the Participant’s Distribution Date. With regard to the election, the Administration Committee shall provide to the Participant no less than thirty (30) calendar days and no more than ninety (90) calendar days (or effective January 1, 2007, 180 calendar days) before the “annuity starting date” a written explanation of:
|
(1)
|
the terms and condition of the Joint and Survivor Annuity,
|
(2)
|
the Participant’s right to make, and the effect of, an election to waive the Joint and Survivor Annuity,
|
(3)
|
the right to the Participant’s spouse to consent to any election to waive the Joint and Survivor Annuity,
|
(4)
|
the right of the Participant to revoke such election, and the effect of such revocation, and
|
(5)
|
the relative values of the various optional forms of benefit payment under the Plan.
|
b.
|
No consent by the spouse to the election of a form of annuity other than the Joint and Survivor Annuity and, if applicable, Beneficiary other than the spouse shall be effective unless it is in writing, acknowledges the effect of such consent and is witnessed by a Plan representative or a notary public (unless the Administration Committee determines that there is no spouse, that the spouse cannot be located or that consent may be waived because of such other circumstances as regulations or rulings under Code Section 417 set forth).
|
c.
|
During the period between the Participant’s election of an annuity and the Participant’s Distribution Date, no loan may be made to a Participant pursuant to subsection 10.1, no amount may be withdrawn by the Participant pursuant to subsection 10.2 and no amount may be distributed to the Participant pursuant to this Section 11, in any form other than a Joint and Survivor Annuity, without the written consent of the spouse as provided in paragraph (b) of this subsection 11.3.
|
d.
|
Subject to paragraph (e) below, if the Participant dies during the period between the Participant’s election of an annuity and the Participant’s Distribution Date, the vested portions of the Participant’s Accounts and the proceeds of any Policies on the Participant’s life shall be paid to the Participant’s spouse in the form of a straight life annuity as of the Accounting Date coincident with or next following the date the Participant would have attained age 65 or, if the spouse so elects, as soon as practicable after the Accounting Date coincident with or next following the Participant’s death; provided, however, that a spouse to whom payment is due under this paragraph (d) may elect to have such vested portions, if any, distributed in the form of a lump sum payment.
|
e.
|
The provisions of paragraph (d) above shall not apply, and distribution upon the death of the Participant shall be made in accordance with subsection 11.2, if the spouse consents to the designation of a Beneficiary other than the spouse in accordance with subsection 11.5 during the period between the Participant’s election of an annuity and the Participant’s death, and acknowledges that such consent to the Participant’s designation of such Beneficiary constitutes the spouse’s consent to the Participant’s waiver of a qualified preretirement survivor annuity payable to the spouse in accordance with Code Section 417.
|
f.
|
A Participant may revoke the Participant’s election pursuant to this subsection 11.3, and may make a new election of any form of distribution permitted under subsection 11.2, at any time and any number of times during the 180-day period immediately preceding the Participant’s Distribution Date; provided, however, that if the effect of such revocation is to select a distribution form other than a Joint and Survivor Annuity, it shall be ineffective without the written consent of the Participant’s spouse in accordance with paragraph (b) of this subsection 11.3 to the new form of distribution and, if applicable, a Beneficiary other than the spouse.
|
g.
|
A spouse’s consent in accordance with paragraph (b) of this subsection 11.3 shall be irrevocable.
|
a.
|
Unless the Participant elects otherwise, in no event shall distribution commence later than 60 calendar days after the close of the Plan Year in which the latest of the following events occurs: the Participant’s attainment of age 65; the 10th anniversary of the year in which the Participant began participating in the Plan; or the Participant’s Termination Date.
|
b.
|
Notwithstanding any other provision herein to the contrary, distribution of the Participant’s Accounts shall commence no later than the Participant’s “Required Beginning Date,” that is, April 1 of the calendar year following the calendar year in which the Participant (i) attains age 70-1/2, or (ii) terminates employment with the Related Companies, whichever is the later; provided, however, that in the case of a Participant who is a 5% or more owner (as described in Code Section 416) during the Plan Year ending in the calendar year in which the Participant attains age 70-1/2, such Participant’s Required Beginning Date shall be determined under clause (i) next above.
|
a.
|
the Participant’s spouse consents to the designation of a Beneficiary other than such spouse in a writing which is filed with the Administration Committee in such form as the Administration Committee may require and which is witnessed by either a notary public or a Plan representative appointed or approved by the Administration Committee; or
|
b.
|
it is established to the satisfaction of the Administration Committee that the consent required under paragraph (a) next above cannot be obtained because there is no spouse, because the spouse cannot be located or because of such other circumstances as the Secretary of the Treasury may prescribe in regulations.
|
c.
|
one or more of the Participant’s relatives by blood, adoption or marriage and in such proportions as the Administration Committee decides; or
|
d.
|
the legal representative or representatives of the estate of the last to die of the Participant and the Participant’s Beneficiary.
|
a.
|
an employee’s severance from employment, death or disability;
|
b.
|
the termination of the Plan without the establishment of a successor plan;
|
c.
|
an employee’s attainment of age fifty
‑
-nine and one half (59 ½);
|
d.
|
the Participant’s “hardship” as defined under Code Section 401(k) and Section 10.3 of this Plan; or
|
e.
|
in the case of a qualified reservist distribution, the period described in Code Section 72(t)(2)(G)(iii)(III).
|
a.
|
To adopt such rules of procedure and regulations as, in its opinion, may be necessary for the proper and efficient administration of the Plan and as are consistent with the provisions of the Plan.
|
b.
|
To enforce the Plan in accordance with its terms and with such applicable rules and regulations as may be adopted by the Administration Committee.
|
c.
|
In its sole discretion, to determine conclusively all questions arising under the Plan, including the power to determine the eligibility of employees or rights of Participants and other persons entitled to benefits under the Plan and their respective benefits, and to remedy any ambiguities, inconsistencies or omissions of whatever kind.
|
d.
|
To maintain and keep adequate records concerning the Plan and concerning its proceedings and acts in such form and detail as the Administration Committee may decide.
|
e.
|
To direct all payments of benefits under the Plan.
|
f.
|
To act as the “plan administrator” as defined in Section 414(g).
|
g.
|
To establish, maintain, and apply claims procedures in accordance with subsection 12.7 below.
|
a.
|
the date it is terminated by that Employer if thirty (30) calendar days’ advance written notice of the termination is given to the Trustee and the other Employers;
|
b.
|
the date that Employer completely discontinues its contributions under the Plan;3
|
c.
|
the date that Employer is judicially declared bankrupt or insolvent; or
|
d.
|
the dissolution, merger, consolidation or reorganization of that Employer, or the sale by that Employer of all or substantially all of its assets, except that, subject to the provisions of subsection 13.3, with the consent of the Company, in any such event arrangements may be made whereby the Plan will be continued by any successor to that Employer or any purchaser of all or substantially all of that Employer’s assets, in which case the successor or purchaser will be substituted for the Employer under the Plan.
|
Section
|
Term
|
Section
|
Term
|
1.5
|
Accounting Date
|
5.3
|
Qualified Matching Contribution
|
7.1
|
Accounts
|
1.2
|
Related Company
|
1.3
|
Administration Committee
|
11.4
|
Required Beginning Date
|
7.1
|
After
‑
-Tax Account
|
7.1
|
Rollover Account
|
4.2
|
After
‑
-Tax Contributions
|
4.5
|
Rollover Contributions
|
8.3
|
Annual Additions
|
8.3
|
Section 415 Affiliate
|
11.5
|
Beneficiary
|
9.3
|
Termination Date
|
7.3(b)
|
Business Unit
|
5.7
|
Transition A Participant
|
1.1
|
Code
|
5.7
|
Transition B Participant
|
1.1
|
Company
|
1.3
|
Trust
|
8.2
|
Compensation
|
1.3
|
Trustee
|
8.9
|
Contribution Percentage
|
1.1
|
Tube Supply
|
8.7
|
Deferral Percentage
|
3.1
|
Tube Supply Plan
|
4.1
1.1
|
Elective Deferrals
Effective Date
|
3.1/3.4
|
Year of Service
|
4.6
|
Eligible Compensation
|
|
|
1.2
|
Employer
|
|
|
7.1
|
Employer Contributions Account
|
|
|
5.1
|
Employer Contribution
|
|
|
8.8(b)
|
Excess Contributions
|
|
|
8.8
|
Highly Compensated
|
|
|
8.9
|
Highly Compensated Group Contribution Percentage
|
|
|
8.7
|
Highly Compensated Group Deferral Percentage
|
|
|
11.2
|
Insurer
|
|
|
6.1
|
Investment Funds
|
|
|
11.3
|
Joint and Survivor Annuity
|
|
|
2.4
|
Leased Employee
|
|
|
6.1
|
Loan Fund
|
|
|
7.1
|
Matching Account
|
|
|
5.2
|
Matching Contributions
|
|
|
3.2
|
Maternity or Paternity Absence
|
|
|
8.9
|
Non
‑
-Highly Compensated Group Contribution Percentage
|
|
|
8.7
|
Non
‑
-Highly Compensated Group Deferral Percentage
|
|
|
3.2
|
One Year Break in Service
|
|
|
2.1
|
Participant
|
|
|
1.1
|
Plan
|
|
|
1.4
|
Plan Year
|
|
|
6.3
|
Policies
|
|
|
7.1
|
Pre-Tax Elective Deferral Account
|
|
|
4.1
|
Pre-Tax Elective Deferral
|
|
|
4.1(d)
7.1
|
QACA Notice
Qualified Matching Account
|
|
|
Employer
|
A. M. Castle & Co.
|
|
|
|
Business Unit - A. M. Castle & Co. and Total Plastics, Inc.
|
|
|
Employer
|
Oliver Steel Plate Co.
|
|
|
|
Business Unit - Oliver Steel Plate Co.
|
|
|
As of July 1, 2008, the Employer no longer maintains Business Units.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Application
|
A-1. This Supplement A to A. M, Castle & Co. 401(k) Savings and Retirement Plan (the “Plan”) shall be applicable on and after the date on which the Plan becomes Top-Heavy (as described in subsection A-5).
|
|
|
Effective Date
|
A-2. The Effective Date of this Supplement A is January 1, 1984.
|
|
|
Definitions
|
A-3. Unless the context clearly implies or indicates the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement A. All terms and provisions of the Plan shall apply to this Supplement A, except that where the terms and provisions of the Plan and this Supplement A conflict, the terms and provisions of this Supplement A shall govern.
|
|
|
Affected
Participant
|
A-4. For purposes of this Supplement A, the term “Affected Participant” means each Participant who is employed by an Employer or a Related Company during any Plan Year for which the Plan is Top-Heavy; provided, however, that it shall not include any Participant who is covered by a collective bargaining agreement if retirement benefits were the subject of good faith bargaining between the Participant’s Employer and the Participant’s collective bargaining representative.
|
|
|
Top-Heavy
|
A-5. The Plan shall be “Top-Heavy” for any Plan Year if, as of the Determination Date for that year (as described in paragraph (a) next below), the present value of the benefits attributable to Key Employees (as defined in subsection A-6) under all Aggregation Plans (as defined in subsection A-9) exceeds 60% of the present value of all benefits under such plans. The Top
‑
Heavy requirements of Code Section 416 and this Supplement A shall not apply in any year in which this Plan consists solely of a cash or deferred arrangement which meets the requirements of Code Section 401(k)(12) or Code Section 401(k)(13) and matching contributions with respect to which the requirements of Code Section 401(m)(11) or Code Section 401(m)(12) are met. The foregoing determination shall be made in accordance with the provisions of Code Section 416. Subject to the preceding sentence:
|
|
(a) The Determination Date with respect to any plan for purposes of determining Top-Heavy status for any plan year of that plan shall be the last day of the preceding plan year or, in the case of the first plan year of that plan, the last day of that year. The present value of benefits as of any Determination Date shall be determined as of the accounting date or valuation date coincident with or next preceding the Determination Date. If the plan years of all Aggregation Plans do not coincide, the Top
-
Heavy status of the Plan on any Determination Date shall be determined by aggregating the present value of Plan benefits on that date with the present value of the benefits under each other Aggregation Plan determined as of the Determination Date of such other Aggregation Plan which occurs in the same calendar year as the Plan’s Determination Date.
|
|
|
|
(b) Benefits under any plan as of any Determination Date shall include the amount of any distributions from that plan made during the plan year which includes the Determination Date (including distributions under a terminated plan which, if it had not been terminated, would have been required to be included in an aggregation group) or during any of the preceding four plan years, but shall not include any amounts attributable to employee contributions which are deductible under Code Section 219, any amounts attributable to employee
-
initiated rollovers or transfers made after December 31, 1983 from a plan maintained by an unrelated employer, or, in the case of a defined contribution plan, any amounts attributable to contributions made after the Determination Date unless such contributions are required by Code Section 412 or are made for the plan’s first plan year.
|
|
|
|
(c) The present values of accrued benefits and the amounts of account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the Plan and any plan aggregated with the Plan under Code Section 416(g)(2) during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.
The accrued benefits and accounts of any individual who has not performed services for the employer during the 1-year period ending on the determination date shall not be taken into account.
|
|
Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section 416(c)(2) and the Plan. Matching Contributions that are used to satisfy the minimum contribution requirements shall be treated as Matching Contributions for purposes of the actual contribution percentage test (described in subsection 8.9) and other requirements of Code Section 401(m).”
|
|
For purposes of the preceding sentence, Compensation earned while a member of a group of employees to whom the Plan has not been extended shall be disregarded. Paragraph (b) next above shall not be applicable for any Plan Year if the Plan enables a defined benefit plan described in paragraph A-8(a) or A-8(b) to meet the requirements of Code Section 401(a)(4) or 410(b) for that year. Employer Contributions for any Plan Year during which the Plan is Top-Heavy shall be allocated first to non-Key Employees until the requirements of this subsection A-12 have been met and, to the extent necessary to comply with the provisions of this subsection A-13, additional contributions shall be required of the Employers.
|
Purpose
|
B-1. This Supplement B to A. M. Castle & Co. 401(k) Savings and Retirement Plan (the “Plan”) modifies and supplements the provisions of the Plan with respect to the participation in the Plan of employees of Cutter Precision Metals, Inc. (“Cutter”). This Supplement B is applicable to employees of Cutter who satisfy the requirements of subsection 2.1(b) and (c) (the “Participating Group”). A Participant who is a member of this Participating Group shall be referred to below as a Cutter Participant
|
|
|
Definitions
|
B-2. Unless the context clearly implies or indicates the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement B. All terms and provisions of the Plan shall apply to this Supplement B, except that where the terms and provisions of the Plan and this Supplement B conflict, the terms and provisions of this Supplement B shall govern.
|
|
|
Vesting
|
B-3. Amounts transferred to the Plan from the Cutter Precision Metals, Inc. Profit Sharing Plan (the “Cutter Plan”) shall be fully vested and nonforfeitable without regard to such Participant’s Years of Service.
|
|
|
Service
|
B-4. For purposes of subsection 3.1 of the Plan; a Cutter Participant’s Years of Service shall include the Participant’s period of service with Cutter prior to the Participant’s participation in the Plan and, if the Participant was an employee of Cutter on January 1, 1997, such Participant’s Years of Service for the period prior to January 1, 1997, shall not be less than the number of the Participant’s years of service, if any, taken into account for vesting purposes under the Cutter Plan as of December 31, 1996.
|
Purpose
|
C-1. This Supplement C to A. M. Castle & Co. 401(k) Savings and Retirement Plan (the “Plan”) modifies and supplements the provisions of the Plan with respect to the participation in the Plan of employees of Keystone Tube Company (“Keystone”) and successors to its business. Pursuant to a corporate restructuring, effective as of July 1, 1999, the Keystone business became a division of A. M. Castle & Co. and employees of Keystone became employees of the Keystone division of A. M. Castle & Co. Pursuant to a further corporate restructuring, effective as of July 1, 2002, the employees of the Keystone division of A. M. Castle & Co. became employees of Keystone Tube Company LLC (“Keystone LLC”). This Supplement C applies to individuals employed by Keystone, employed in the Keystone division of A. M. Castle & Co., or employed by Keystone LLC who satisfy the requirements of subsection 2.1(b) and (c) (the “Participating Group”). A Participant in this Participating Group shall be referred to as a “Keystone Participant.”
|
|
|
Definitions
|
C-2. Unless the context clearly implies or indicates the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement C. All terms and provisions of the Plan shall apply to this Supplement C, except that where the terms and provisions of the Plan and this Supplement C conflict, the terms and provisions of this Supplement C shall govern.
|
|
|
Vesting Service
|
C-3. For purposes of subsection 3.1 of the Plan, a Keystone Participant’s Years of Service shall include the Participant’s period of service, if any, with Keystone prior to the Participant’s participation in the Plan, and the Participant’s Years of Service for the period prior to July 1, 1999, if any, shall not be less than the number of the Participant’s years of service, if any, taken into account for vesting purposes under the Keystone Tube Company Employees’ Profit Sharing Plan as of June 30, 1999.
|
Purpose
|
D-1. This Supplement D to A. M. Castle & Co. 401(k) Savings and Retirement Plan (the “Plan”) modifies and supplements the provisions of the Plan with respect to the participation in the Plan of employees of Oliver Steel Plate Co. (“Oliver Steel”), an Employer under the Plan. This Supplement D shall apply to employees of Oliver Steel who satisfy the requirements of Section 2.1(b) and (c) of the Plan (the “Participating Group”). A Participant in this Participating Group shall be referred to below as an “Oliver Steel Participant.” Effective for any Oliver Steel Participant who is actively employed by an Employer on or after July 1, 2008, this Supplement D shall no longer apply, and each such Oliver Steel Participant shall be treated the same as any other Participant.
|
|
|
Definitions
|
D-2. Unless the context clearly implies or indicates the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement D. All terms and provisions of the Plan shall apply to this Supplement D, except that where the terms and provisions of the Plan and this Supplement D conflict, the terms and provisions of this Supplement D shall govern.
|
|
|
Service
|
D-5. For purposes of determining the nonforfeitable percentage of an Oliver Steel Participant’s Account, the Participant’s Years of Service for the period prior to January 1, 2002, if any, shall be equal to the number of the Participant’s years of service, if any, taken into account for vesting purposes under the provisions of the Second Amended and Restated Employees Profit Sharing Plan and Trust Agreement of Oliver Steel Plate Co. (the “Oliver Steel Plan”) as of December 31, 2001. In the case of an Oliver Steel Participant who was a Participant in the Oliver Steel Plan as of December 31, 2001, the nonforfeitable percentage of such Participant’s Employer Contribution Account as of any date shall be equal to the percentage determined under the following schedule or the percentage determined under the provisions of subsection 9.1, whichever is greater:
|
|
|
|
Years of Service
|
Vested Percentage
|
|
|
less than 2 years
|
—%
|
|
|
2 years
|
20%
|
|
|
3 years
|
40%
|
|
|
4 years
|
60%
|
|
|
5 years
|
80%
|
|
|
6 years
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matching
Contributions
|
D-8. Subject to the conditions and limitations of subsection 2.3, 4.7 and Section 8, the Matching Contributions on behalf of each Participant in this Participating Group shall be equal to 100 percent of the Pre-Tax Elective Deferrals, if any, made by the Employer on such Participant’s behalf that do not exceed 6 percent of such Participant’s Eligible Compensation from the Employer as a member of this Participating Group for such Plan Year.
|
|||
|
|
|
|
|
Purpose and
Effective Date
|
E-1. The provisions of this Supplement E will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year, and will take precedence over any inconsistent provisions of the Plan.
|
|
|
Treasury
Regulations
Incorporated
|
E-2. All distributions required under this article will be determined and made in accordance with the Treasury regulations under Code Section 401(a)(9) of the Internal Revenue Code, including the incidental death benefit requirement of Code Section 401(a)(9)(G); provided, however, that if the provisions of the Plan, other than this Supplement E, require an earlier commencement date or a more rapid distribution, such other provisions shall control.
|
|
|
Time and Manner
of Distribution
|
E-3. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:
|
|
|
|
(a) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, then, except as provided in subsection E10, distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later.
|
|
|
|
(b) If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, then, except as provided in subsection E
‑
-
10, distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.
|
|
|
|
(c) If there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, the participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
|
|
|
|
(d) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this subsection E-3 (other than paragraph (a) next above), will apply as if the surviving spouse were the Participant.
|
|
|
|
For purposes of this subsection E-3 and subsection E-6, unless paragraph (d) next above applies, distributions are considered to begin on the Participant’s required beginning date. If paragraph (d) next above applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under paragraph. If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under paragraph (a)) next above, the date distributions are considered to begin is the date distributions actually commence.
|
|
|
Form of
Distribution
|
E-4. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year, distributions will be made in accordance with subsection E-5, E-6 and E-7 of this Supplement E, as applicable. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the Treasury regulations.
|
|
|
RMD’s During
Participant’s
Lifetime
|
E-5. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:
|
|
|
|
(a)the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Code Section 1.401(a)(9)
‑
9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or
|
|
|
|
(b)if the Participant’s sole designated beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)
‑
-
9 of the Treasury regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.
|
|
|
|
Required minimum distributions will be determined under this subsection E-5 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.
|
|
|
Participant Dies
On or After RBD
|
E-6. If the Participant dies on or after the date distributions begin, distributions shall be subject to the following:
|
|
|
|
(a)If there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated beneficiary, determined as follows:
|
|
|
|
(1)The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year
|
|
|
|
(2)If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.
|
|
|
|
(3)If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, the designated beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.
|
|
|
|
(b)If there is no designated beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
|
|
|
Participant Dies
Before RBD
|
E-7. If the Participant dies before the date distributions begin, distributions shall be subject to the following:
|
|
|
|
(a)Except as provided in subsection E-10 or E-11, if there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated beneficiary, determined as provided in subsection E-6.
|
|
|
|
(b)If there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
|
|
|
|
(c)If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under subsection E-3(a), this subsection E-7 will apply as if the surviving spouse were the Participant.
|
|
|
Definitions
|
E-8. The following provisions shall apply for purposes of this Supplement E.
|
|
|
|
(a)“Designated beneficiary” is the individual who is designated as the beneficiary under subsection 11.5 of the Plan and is the designated beneficiary under Code Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.
|
|
|
|
(b)“Distribution calendar year” is a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year that contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under subsection E-7. The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31 of that distribution calendar year.
|
|
|
|
E-9In accordance with Code Section 401(a)(9)(H), the requirements of this Supplement E shall not apply for calendar year 2009; provided, however, that the individual may elect to receive a distribution that would have otherwise been required but for the application of Code Section 401(a)(9)(H). The required beginning date with respect to any individual shall be determined without regard to this Section E-9 for purposes of applying Supplement E for calendar years after 2009. If Code Section 401(a)(9)(B)(ii) applies, the five (5) year period described in such section (as reflected in Section E-7(b) of this Supplement E) shall be determined without regard to calendar year 2009.
Any portion of a distribution during 2009 that is treated as an eligible rollover distribution but would not be so treated if the minimum distribution requirements under Code Section 401(a)(9) had applied during 2009 shall not be treated as an eligible rollover distribution for purposes of Section 11.9 of the Plan or Code Section 401(a)(31), 3405(c) or 402(f).
|
Purpose
|
F-1. This Supplement F to A. M. Castle & Co. 401(k) Savings and Retirement Plan (the “Plan”) modifies and supplements the provisions of the Plan with respect to the participation in the Plan of Metal Mart LLC, a/k/a Metal Express (“Metal Express”), as an Employer under the Plan. This Supplement F shall apply to employees of Metal Express who satisfy the requirements of Section 2.1 (b) and (c) of the Plan (the “Participating Group”). A Participant in this Participating Group shall be referred to below as a “Metal Express Participant.” Effective September 28, 2007, Metal Express shall no longer be an Employer under this Plan, and employees in the Participating Group shall no longer be eligible to participate in this Plan.
|
|
|
Definitions
|
F-2. Unless the context clearly implies or indicates the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement F. All terms and provisions of the Plan shall apply to this Supplement F, except that where the terms and provisions of the Plan and this Supplement F conflict, the terms and provisions of this Supplement F shall govern.
|
|
|
Participation
|
F-3. A Metal Express Participant shall participate in the Plan for all purposes except that no such Metal Express Participant shall receive employer contributions pursuant to subsection 5.1 and 7.3.
|
|
|
Matching
Contributions
|
F-4. Subject to the conditions and limitations of subsection 2.3, 4.7 and Section 8, the Matching Contributions on behalf of each Participant in this Participating Group shall be equal to 100 percent of the Pre-Tax Elective Deferrals, if any, made by the Employer on such Participant’s behalf that do not exceed 6 percent of such Participant’s Eligible Compensation from the Employer as a member of this Participating Group for such Plan Year..
|
|
|
Vesting
|
F-5. Notwithstanding any provision in the Plan to the contrary, any Metal Express Participant who is employed by Metal Express on September 28, 2007 shall have a fully vested, nonforfeitable interest in all of the Participant’s Accounts as of such date.
|
Purpose
|
G-1. This Supplement G to A. M. Castle & Co. 401(k) Savings and Retirement Plan (the “Plan”) modifies and supplements the provisions of the Plan with respect to the participation in the Plan of employees of Transtar Metals, Inc. (“Transtar”) and successors to its business. Effective as of September 5, 2006, Transtar was acquired by and became a wholly owned subsidiary of A. M. Castle & Co. This Supplement G applies to individuals employed by Transtar who satisfy the requirements of subsection 2.1(b) and (c). Such Participant shall be referred to as a “Transtar Participant.” Effective July 1, 2008, Transtar shall become a participating Employer in the Plan, and Transtar Participants and employees shall become Participants in the Plan according to the terms of the Plan as modified by this Supplement G.
|
|
|
Definitions
|
G-2. Unless the context clearly implies or indicates the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement G. All terms and provisions of the Plan shall apply to this Supplement G, except that where the terms and provisions of the Plan and this Supplement G conflict, the terms and provisions of this Supplement G shall govern.
|
|
|
Vesting
|
G-3. Amounts transferred to the Plan from the Transtar Metals 401(k) Profit Sharing Plan (the “Transtar Plan”) shall be fully vested and nonforfeitable without regard to such Participant’s Years of Service.
|
|
|
Service
|
C-4. For purposes of subsection 3.1 of the Plan, a Transtar Participant’s Years of Service shall include the Participant’s period of service, if any, with Transtar prior to the Participant’s participation in the Plan, and the Participant’s Years of Service for the period prior to July 1, 2008, if any, shall not be less than the number of the Participant’s years of service, if any, taken into account for vesting purposes under the Transtar Plan as of June 30, 2008.
|
Purpose
|
H-1. This Supplement H to A. M. Castle & Co. 401(k) Savings and Retirement Plan (the “Plan”) modifies and supplements the provisions of the Plan with respect to the participation in the Plan of employees of Total Plastics, Inc. (“Total Plastics”). Through June 30, 2008, employees of Total Plastics who satisfy the requirements of Section 2.1(b) and 2.1(c) of the Plan shall be eligible for an Employer Contribution under Section 5.1, but shall not be eligible for any other purpose under the Plan. After June 30, 2008, employees of Total Plastics shall not be eligible to participate in this Plan for any purpose.
|
|
|
Purpose
|
I-1. This Supplement I to A. M. Castle & Co. 401(k) Savings and Retirement Plan (the “Plan”) modifies and supplements the provisions of the Plan with respect to the participation in the Plan of employees of the Tube Supply, LLC 401(k) Plan (the “Tube Supply Plan”) which shall be merged into this Plan, the assets (including outstanding participant loans) and liabilities of the Tube Supply Plan shall be transferred to this Plan, and the participants in the Tube Supply Plan shall become participants in this Plan to the extent they were not already participants in this Plan. Notwithstanding any other provision of this Plan to the contrary and to the extent required by Code Section 411(d) (6), no early retirement benefit, retirement-type subsidy or optional form of benefit shall be eliminated with respect to a Tube Supply Plan participant’s accrued benefit or other interest in the Tube Supply Plan as a result of the merger.
The provisions of this Plan apply to persons who were participants in the Tube Supply Plan on June 30, 2012 only if their employment with the Employer is terminated on or after July 1, 2012 or if they are otherwise eligible to participate in this Plan on or after July 1, 2012. The rights and benefits, if any, of persons who were participants in the Tube Supply Plan on or before June 30, 2012 and who terminated their employment with the Employer before July 1, 2012 shall be determined solely under the Tube Supply Plan.
|
Participation
|
I-2. Effective July 1, 2012, each employee who was employed by Tube Supply as of June 30, 2012 shall automatically become a Participant on July 1, 2012, without the need to comply with Section 2.1.
|
|
|
Service
|
C-4. For purposes of subsection 3.1 and subsection 3.4 of the Plan, the Years of Service of each employee or Participant who was employed by Tube Supply, LLC (“Tube Supply”) as of June 30, 2012 shall include service with Tube Supply before that date.
|
Merger Period
|
In order to facilitate the merger of the Tube Supply Plan into this Plan, Participants who participated in the Tube Supply Plan as of June 30, 2012 shall not be permitted to give any investment instructions or directions during such period as determined by the Administration Committee as may be necessary to facilitate the plan merger. During this period when investment instructions or directions are not permitted, each Participant who had an account in the Tube Supply Plan as of June 30, 2012 shall have the Participant’s Tube Supply Plan account balance invested in those Plan investment funds as determined by the Administration Committee and communicated in writing to the Participants.
|
|
|
Vesting
|
G-3. For purposes of clarification, a Participant who participated in the Tube Supply Plan as of June 30, 2012 and who is employed by an Employer on or after July 1, 2012 shall have the vested percentage of the portion of the Participant’s Plan Accounts attributable to any non
‑
-safe harbor matching or non-safe harbor employer contributions to the Tube Supply Plan determined in accordance with this Section 9.1.
|
|
|
A.M. CASTLE & CO.
|
||
|
|
ADMINISTRATION COMMITTEE
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey S. Torf
|
|
|
|
By:
|
Jeffrey S. Torf
|
|
|
|
Title:
|
Administration Committee Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
March 16, 2016
|
|
/s/ Steven W. Scheinkman
|
|
|
|
Steven W. Scheinkman
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
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March 16, 2016
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/s/ Patrick R. Anderson
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Patrick R. Anderson
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Executive Vice President, Chief Financial Officer & Treasurer
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(Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of the Company.
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/s/ Steven W. Scheinkman
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Steven W. Scheinkman
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President and Chief Executive Officer
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March 16, 2016
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/s/ Patrick R. Anderson
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Patrick R. Anderson
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Executive Vice President, Chief Financial Officer & Treasurer
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March 16, 2016
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