|
|
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)
|
Common Stock - $0.01 par value
|
(Title of class)
|
Large Accelerated Filer
|
|
¨
|
|
Accelerated Filer
|
|
¨
|
|
|
|
|
|
|
|
Non-Accelerated Filer
|
|
¨
|
|
Smaller Reporting Company
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
DOCUMENTS INCORPORATED BY REFERENCE
|
Documents Incorporated by Reference
|
|
Applicable Part of Form 10-K
|
This Annual Report on Form 10-K incorporates by reference portions of the registrant’s Definitive Proxy Statement for its 2018 Annual Meeting of Stockholders. In the event the registrant does not file a Proxy Statement for its 2018 Annual Meeting of Stockholders with the United States Securities and Exchange Commission within 120 days after the end of the registrant’s 2017 fiscal year, this information will be included in an amendment to this Annual Report on Form 10-K.
|
|
Part III
|
•
|
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, or issue disqualified capital stock;
|
•
|
pay dividends, redeem subordinated debt or make other restricted payments;
|
•
|
make certain investments or acquisitions;
|
•
|
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; 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
|
•
|
changes 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
|
|
|
North America
|
|
|
|
Bedford Heights, Ohio
|
374,400
|
|
(1)
|
Charlotte, North Carolina
|
116,500
|
|
(1)
|
Fairless Hills, Pennsylvania
|
71,600
|
|
(1)
|
Fort Smith, Arkansas
|
28,000
|
|
|
Grand Prairie, Texas
|
78,000
|
|
(1)
|
Hammond, Indiana (H-A Industries)
|
252,595
|
|
|
Janesville, Wisconsin
|
208,000
|
|
|
Kennesaw, Georgia
|
87,500
|
|
|
Mexicali, Mexico
|
160,220
|
|
|
Mississauga, Ontario
|
57,000
|
|
|
Paramount, California
|
155,568
|
|
|
Queretaro, Mexico
|
32,291
|
|
|
Santa Cantarina, Nuevo Leon, Mexico
|
97,692
|
|
|
Saskatoon, Saskatchewan
|
15,000
|
|
|
Selkirk, Manitoba
|
50,000
|
|
(1)
|
Stockton, California
|
60,000
|
|
|
Wichita, Kansas
|
68,900
|
|
|
Europe
|
|
|
|
Trafford Park, England
|
30,000
|
|
|
Tarbes, France
|
36,705
|
|
|
Montoir de Bretagne, France
|
38,940
|
|
|
Asia
|
|
|
|
Shanghai, China
|
45,700
|
|
|
Singapore
|
39,578
|
|
|
Sales Offices
|
|
|
|
Auburn, Massachusetts
|
(Intentionally left blank)
|
|
|
Bilbao, Spain
|
(Intentionally left blank)
|
|
|
Fairfield, Ohio
|
(Intentionally left blank)
|
|
|
Sub-Total
|
2,104,189
|
|
|
|
|
|
|
Headquarters
|
|
|
|
Oak Brook, Illinois
|
39,361
|
|
(2)
|
GRAND TOTAL
|
2,143,550
|
|
|
(1)
|
Represents owned facility.
|
(2)
|
The Company’s principal executive office does not include a distribution center.
|
Name and Title
|
Age
|
|
Business Experience
|
|
Patrick R. Anderson
Executive Vice President, Chief Financial Officer & Treasurer
|
46
|
|
|
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
|
42
|
|
|
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.
|
Ronald E. Knopp
Executive Vice President, Chief Operating Officer |
47
|
|
|
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
|
64
|
|
|
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.
|
•
|
1.3 million shares were issued to the holders of Prepetition Second Lien Secured Claims (as defined by the Plan) in partial satisfaction of their claims, pursuant to an exemption from the registration requirements of the Securities Act under Section 4(a)(2) of such act and Regulation D promulgated thereunder;
|
•
|
0.3 million shares were issued to the holders of Prepetition Third Lien Secured Claims (as defined by the Plan) in partial satisfaction of their claims, pursuant to an exemption from the registration requirements of the Securities Act under Section 4(a)(2) of such act and Regulation D promulgated thereunder;
|
•
|
0.4 million shares were issued to participating holders of the Company’s outstanding common stock as of August 2, 2017 in partial satisfaction of their interests, pursuant to an exemption from the registration requirements of the Securities Act under Section 1145 of the Bankruptcy Code; and
|
Quarter Ended
|
|
High
|
|
Low
|
||||
September 30, 2017 (beginning on August 31, 2017)
|
|
$
|
5.25
|
|
|
$
|
2.00
|
|
December 31, 2017
|
|
$
|
5.25
|
|
|
$
|
3.67
|
|
•
|
The Company issued an aggregate of 2.0 million shares of its New Common Stock consisting of 1.3 million shares issued to holders of Prepetition Second Lien Secured Claims (as defined by the Plan) in partial satisfaction of their claims; 0.3 million shares issued to holders of Prepetition Third Lien Secured Claims (as defined by the Amended Plan) in partial satisfaction of their claims; 0.4 million shares issued to participating holders of the Company's outstanding common stock as of August 2, 2017.
|
•
|
All agreements, instruments, and other documents evidencing, related to or connected with any equity interests of the Company (which include warrants to purchase such common stock, and awards under management equity plans adopted before the Effective Date) were extinguished without recovery.
|
•
|
All outstanding indebtedness, accrued interest, and related fees of the Debtors under that certain Credit and Guaranty Agreement, dated December 8, 2016, by and among the Company, Highbridge International Capital Management, LLC, Corre Partners Management, LLC, Whitebox Credit Partners, L.P., WFF Cayman II Limited, and SGF, LLC and Cantor Fitzgerald Securities, among others (as amended, the “Former Credit Agreement”), amounting to $49.4 million, was paid in full with the proceeds of borrowings under the New ABL Facility (defined below) and the issuance of Second Lien Notes under the Indenture dated August 31, 2017 ("Second Lien Notes Indenture").
|
•
|
All outstanding indebtedness of the Debtors under the Company’s 12.75% Senior Secured Notes due 2018 ("New Secured Notes") and the Indenture dated February 8, 2016 ("New Secured Notes Indenture"), by and between the Company, as issuer, its guarantors, and U.S. Bank National Association, as trustee, and all outstanding indebtedness of the Debtors under the Company’s 5.25% Convertible Senior Secured Notes due 2019 ("New Convertible Notes") and the Indenture dated May 19, 2016 ("New Convertible Notes Indenture"), by and between the Company, as issuer, its guarantors, and U.S. Bank National Association, as trustee, was discharged and canceled in exchange for cash, Second Lien Notes and New Common Stock in the Company.
|
•
|
The A.M. Castle & Co. 2017 Management Incentive Plan became effective.
|
•
|
All of the existing members of the Board were deemed to have resigned and were replaced by the new Board of the Company consisting of six members, four of whom are new to the Board.
|
•
|
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, net, including moving costs associated with plant consolidations, employee termination and related benefits costs associated with workforce reductions, lease termination costs and other exit costs; and
|
•
|
Depreciation and amortization expenses, including depreciation for all owned property and equipment, and amortization of various intangible assets (amortization in predecessor period only).
|
|
Successor
|
|
|
Predecessor
|
|
Favorable/(Unfavorable)
|
|||||||||||||
|
September 1, 2017
through
December 31, 2017
|
|
|
January 1, 2017
through August 31, 2017 |
|
Year Ended
December 31, 2016
|
|
Year-over-Year $ Change
|
|
Year-over-Year % Change
|
|||||||||
(Dollar amounts in millions)
|
|
|
|
|
|
||||||||||||||
Warehouse, processing and delivery expense
|
$
|
25.3
|
|
|
|
$
|
50.2
|
|
|
$
|
84.5
|
|
|
$
|
9.0
|
|
|
10.7
|
%
|
Sales, general and administrative expense
|
20.5
|
|
|
|
39.2
|
|
|
68.3
|
|
|
8.6
|
|
|
12.6
|
%
|
||||
Restructuring expense, net
|
—
|
|
|
|
0.6
|
|
|
12.9
|
|
|
12.3
|
|
|
95.3
|
%
|
||||
Depreciation and amortization expense
|
3.2
|
|
|
|
10.2
|
|
|
16.4
|
|
|
3.0
|
|
|
18.3
|
%
|
||||
Total operating costs and expenses
|
$
|
49.0
|
|
|
|
$
|
100.2
|
|
|
$
|
182.1
|
|
|
$
|
32.9
|
|
|
18.1
|
%
|
•
|
Warehouse, processing and delivery expense decreased by
$9.0 million
primarily as a result of lower payroll, benefit and freight costs as well as the timing of the resolution of certain real estate and personal property tax matters associated with the Houston and Edmonton facilities, which were closed in the first quarter of 2016. The resolution of these matters contributed approximately $3.9 million to the overall decrease in warehouse, processing and delivery expenses.
|
•
|
Sales, general and administrative expense decreased by
$8.6 million
mainly as a result of lower payroll, benefit and outside services costs.
|
•
|
Restructuring expense, net, was
$0.6 million
in the period
January 1, 2017 through August 31, 2017
(Predecessor), while restructuring expense, net, was
$12.9 million
in the
year ended December 31, 2016
(Predecessor). Restructuring expenses in the
year ended December 31, 2016
(Predecessor) consisted mainly of lease termination charges associated with the closure of the Company's Houston and Edmonton facilities and moving expenses associated with plant consolidations. The Company recorded
no
restructuring expenses in the period
September 1, 2017 through December 31, 2017
(Successor) as all of the previously announced restructuring activities are complete.
|
•
|
Depreciation and amortization expense decreased by
$3.0 million
due mainly to no amortization of intangible assets in the period
September 1, 2017 through December 31, 2017
(Successor) and lower depreciation expense in both the periods
September 1, 2017 through December 31, 2017
(Successor) and
January 1, 2017 through August 31, 2017
(Predecessor) resulting from plant consolidations and closures, and equipment sales occurring in the first quarter of 2016.
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017
Through
December 31, 2017
|
|
|
January 1, 2017
Through
August 31, 2017
|
|
Year Ended
December 31, 2016
|
||||||
(Dollar amounts in millions)
|
|
|
|
|||||||||
Net cash used in operating activities
|
$
|
(20.6
|
)
|
|
|
$
|
(50.3
|
)
|
|
$
|
(35.0
|
)
|
Net cash (used in) from investing activities
|
(3.7
|
)
|
|
|
5.3
|
|
|
76.9
|
|
|||
Net cash from (used in) financing activities
|
24.7
|
|
|
|
18.6
|
|
|
(16.5
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
0.6
|
|
|
|
0.9
|
|
|
(0.9
|
)
|
|||
Net change in cash and cash equivalents
|
$
|
1.0
|
|
|
|
$
|
(25.6
|
)
|
|
$
|
24.5
|
|
•
|
Higher accounts receivable at both December 31, 2017 (Successor) and August 31, 2017 (Predecessor) compared to December 31, 2016 (Predecessor) resulted in
$2.2 million
and
$6.1 million
of cash flow use, compared to a
$6.1 million
cash flow source in the
year ended December 31, 2016
(Predecessor). The higher accounts receivable balance at both December 31, 2017 (Successor) and August 31, 2017 (Predecessor) was a result of the timing of certain customer payments. Average receivable days outstanding was
53.3
days in the year ended December 31,
2017
and
54.0
days in the year ended December 31,
2016
.
|
•
|
Higher inventory levels at both December 31, 2017 (Successor) and August 31, 2017 (Predecessor) compared to December 31, 2016 (Predecessor) used
$2.0 million
and
$2.7 million
of cash, respectively, while lower inventory levels at
December 31, 2016
(Predecessor) compared to the prior year end 2015 were a
$65.7 million
cash flow source in the
year ended December 31, 2016
(Predecessor). The cash flow source from inventory in
year ended December 31, 2016
was attributable to the previously discussed Houston and Edmonton inventory sale as well as approximately $23.8 million in inventory reductions related to scrapping restructuring activities. Average days sales in inventory was
140.6
days in the year ended December 31,
2017
as compared to
168.1
days in the year ended December 31,
2016
. The decrease in average days sales in inventory in
2017
compared to
2016
resulted primarily from continued improvement in inventory management offset somewhat by the Houston and Edmonton inventory sale and scrapping restructuring activities in 2016. The Company's inventory management strategy is focused on adjusting its inventory deployment initiatives to better align inventory at its facilities with the needs of the customers specific to that facility. In 2017, the Company's successful execution of that strategy resulting in days sales in inventory surpassing the Company's original target of approximately 150 days.
|
•
|
Total accounts payable, accrued payroll and employee benefits, and accrued and other current liabilities used cash of
$4.4 million
in the period
September 1, 2017 through December 31, 2017
(Successor) and provided a cash flow source of
$2.6 million
in the period
January 1, 2017 through August 31, 2017
(Predecessor) compared to a use of cash of
$14.7 million
over the year ended December 31,
2016
(Predecessor). Accounts payable days outstanding were
41.4
days in the year ended December 31,
2017
and
43.3
days in the same period last year.
|
Maximum borrowing capacity
|
$
|
124.5
|
|
Letters of credit and other reserves
|
(2.1
|
)
|
|
Availability reserve
|
(5.0
|
)
|
|
Current maximum borrowing capacity
|
117.4
|
|
|
Current borrowings
|
(101.0
|
)
|
|
Additional unrestricted borrowing capacity
|
$
|
16.4
|
|
|
Successor
|
|
|
Predecessor
|
|
Working Capital
|
||||||
(Dollar amounts in millions)
|
2017
|
|
|
2016
|
|
Increase (Decrease)
|
||||||
Working capital
|
$
|
191.9
|
|
|
|
$
|
203.9
|
|
|
$
|
(12.0
|
)
|
Inventory
|
154.5
|
|
|
|
146.6
|
|
|
7.9
|
|
|||
Accounts receivable
|
74.4
|
|
|
|
64.4
|
|
|
10.0
|
|
|||
Accounts payable
|
41.8
|
|
|
|
33.1
|
|
|
(8.7
|
)
|
|||
Accrued and other current liabilities
|
6.0
|
|
|
|
10.4
|
|
|
4.4
|
|
|||
Accrued payroll and employee benefits
|
8.0
|
|
|
|
9.5
|
|
|
1.5
|
|
|||
Cash and cash equivalents
|
11.1
|
|
|
|
35.6
|
|
|
(24.5
|
)
|
|
Successor
|
|
|
Predecessor
|
|||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
|||
Discount rate
|
3.52 - 3.62%
|
|
|
|
3.70 - 3.83%
|
|
|
4.00
|
%
|
Expected long-term rate of return on plan assets
|
5.00
|
%
|
|
|
5.25
|
%
|
|
5.25
|
%
|
|
Impact on 2018
Expenses - Increase (Decrease)
|
50 basis point decrease in discount rate
|
$0.4
|
50 basis point increase in discount rate
|
(0.3)
|
50 basis point decrease in expected long-term rate of return on plan assets
|
0.8
|
Risk-free interest rate
|
2.16
|
%
|
Credit spreads
|
13.93
|
%
|
PIK premium spread
|
2.00
|
%
|
Volatility
|
50.00
|
%
|
|
||||||||||||
A.M. Castle & Co.
Consolidated Statements of Operations
and Comprehensive (Loss) Income
|
||||||||||||
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Net sales
|
$
|
164,942
|
|
|
|
$
|
353,926
|
|
|
$
|
533,150
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of materials (exclusive of depreciation and amortization)
|
127,828
|
|
|
|
266,495
|
|
|
421,290
|
|
|||
Warehouse, processing and delivery expense
|
25,353
|
|
|
|
50,314
|
|
|
84,555
|
|
|||
Sales, general and administrative expense
|
20,464
|
|
|
|
39,139
|
|
|
68,273
|
|
|||
Restructuring expense, net
|
—
|
|
|
|
566
|
|
|
12,942
|
|
|||
Depreciation and amortization expense
|
3,213
|
|
|
|
10,150
|
|
|
16,378
|
|
|||
Total costs and expenses
|
176,858
|
|
|
|
366,664
|
|
|
603,438
|
|
|||
Operating loss
|
(11,916
|
)
|
|
|
(12,738
|
)
|
|
(70,288
|
)
|
|||
Interest expense, net
|
7,634
|
|
|
|
23,402
|
|
|
36,422
|
|
|||
Financial restructuring expense
|
—
|
|
|
|
7,024
|
|
|
—
|
|
|||
Unrealized (gain) loss on embedded debt conversion option
|
(2,352
|
)
|
|
|
146
|
|
|
(10,450
|
)
|
|||
Debt restructuring loss, net
|
—
|
|
|
|
—
|
|
|
8,617
|
|
|||
Other (income) expense, net
|
(2,824
|
)
|
|
|
(3,582
|
)
|
|
7,582
|
|
|||
Reorganization items, net
|
2,141
|
|
|
|
(74,531
|
)
|
|
—
|
|
|||
(Loss) income from continuing operations before income taxes and equity in losses of joint venture
|
(16,515
|
)
|
|
|
34,803
|
|
|
(112,459
|
)
|
|||
Income tax benefit
|
(3,188
|
)
|
|
|
(1,387
|
)
|
|
(2,546
|
)
|
|||
(Loss) income from continuing operations before equity in losses of joint venture
|
(13,327
|
)
|
|
|
36,190
|
|
|
(109,913
|
)
|
|||
Equity in losses of joint venture
|
—
|
|
|
|
—
|
|
|
(4,177
|
)
|
|||
(Loss) income from continuing operations
|
(13,327
|
)
|
|
|
36,190
|
|
|
(114,090
|
)
|
|||
Income from discontinued operations, net of income taxes
|
—
|
|
|
|
—
|
|
|
6,108
|
|
|||
Net (loss) income
|
$
|
(13,327
|
)
|
|
|
$
|
36,190
|
|
|
$
|
(107,982
|
)
|
|
|
|
|
|
|
|
||||||
Basic and diluted (loss) income per common share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(6.66
|
)
|
|
|
$
|
1.12
|
|
|
$
|
(3.93
|
)
|
Discontinued operations
|
—
|
|
|
|
—
|
|
|
0.21
|
|
|||
Net basic and diluted (loss) income per common share
|
$
|
(6.66
|
)
|
|
|
$
|
1.12
|
|
|
$
|
(3.72
|
)
|
|
|
|
|
|
|
|
||||||
Comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(13,327
|
)
|
|
|
$
|
36,190
|
|
|
$
|
(107,982
|
)
|
Change in unrecognized pension and postretirement benefit costs, net of tax effect of $0, $0 and $(3,669)
|
34
|
|
|
|
9,797
|
|
|
7,388
|
|
|||
Foreign currency translation adjustments
|
(2,703
|
)
|
|
|
16,142
|
|
|
494
|
|
|||
Comprehensive (loss) income
|
$
|
(15,996
|
)
|
|
|
$
|
62,129
|
|
|
$
|
(100,100
|
)
|
|
||||||||
A.M. Castle & Co.
Consolidated Balance Sheets
|
||||||||
|
Successor
|
|
|
Predecessor
|
||||
|
December 31,
|
|
|
December 31,
|
||||
|
2017
|
|
|
2016
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11,104
|
|
|
|
$
|
35,624
|
|
Accounts receivable, less allowances of $1,586
and $1,945, respectively
|
74,370
|
|
|
|
64,385
|
|
||
Inventories
|
154,491
|
|
|
|
146,603
|
|
||
Prepaid expenses and other current assets
|
12,274
|
|
|
|
10,141
|
|
||
Income tax receivable
|
1,576
|
|
|
|
433
|
|
||
Total current assets
|
253,815
|
|
|
|
257,186
|
|
||
Goodwill and intangible assets, net
|
8,176
|
|
|
|
4,101
|
|
||
Prepaid pension cost
|
10,745
|
|
|
|
8,501
|
|
||
Deferred income taxes
|
1,278
|
|
|
|
381
|
|
||
Other noncurrent assets
|
1,344
|
|
|
|
9,449
|
|
||
Property, plant and equipment:
|
|
|
|
|
||||
Land
|
5,581
|
|
|
|
2,070
|
|
||
Buildings
|
21,296
|
|
|
|
37,341
|
|
||
Machinery and equipment
|
33,011
|
|
|
|
125,836
|
|
||
Property, plant and equipment, at cost
|
59,888
|
|
|
|
165,247
|
|
||
Accumulated depreciation
|
(2,961
|
)
|
|
|
(115,537
|
)
|
||
Property, plant and equipment, net
|
56,927
|
|
|
|
49,710
|
|
||
Total assets
|
$
|
332,285
|
|
|
|
$
|
329,328
|
|
Liabilities and Stockholders’ Equity (Deficit)
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
$
|
41,757
|
|
|
|
$
|
33,083
|
|
Accrued payroll and employee benefits
|
7,963
|
|
|
|
9,485
|
|
||
Accrued and other current liabilities
|
5,968
|
|
|
|
10,369
|
|
||
Income tax payable
|
262
|
|
|
|
209
|
|
||
Short-term borrowings
|
5,854
|
|
|
|
—
|
|
||
Current portion of long-term debt
|
118
|
|
|
|
137
|
|
||
Total current liabilities
|
61,922
|
|
|
|
53,283
|
|
||
Long-term debt, less current portion
|
199,903
|
|
|
|
286,459
|
|
||
Deferred income taxes
|
16,166
|
|
|
|
—
|
|
||
Build-to-suit liability
|
10,148
|
|
|
|
12,305
|
|
||
Other noncurrent liabilities
|
3,784
|
|
|
|
5,978
|
|
||
Pension and postretirement benefit obligations
|
6,377
|
|
|
|
6,430
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
||||
Stockholders’ (deficit) equity:
|
|
|
|
|
||||
Predecessor preferred stock, $0.01 par value—9,988 shares authorized (including 400 Series B Junior Preferred, $0.00 par value); no shares issued and outstanding at December 31, 2016
|
—
|
|
|
|
—
|
|
||
Predecessor common stock, $0.01 par value—60,000 shares authorized; 32,768 shares issued and 32,566 outstanding at December 31, 2016
|
—
|
|
|
|
327
|
|
||
Successor common stock, $0.01 par value—200,000 Class A shares authorized with 3,734 shares issued and outstanding at December 31, 2017
|
37
|
|
|
|
—
|
|
||
Predecessor additional paid-in capital
|
—
|
|
|
|
244,825
|
|
||
Successor additional paid-in capital
|
49,944
|
|
|
|
—
|
|
||
Accumulated deficit
|
(13,327
|
)
|
|
|
(253,291
|
)
|
||
Accumulated other comprehensive loss
|
(2,669
|
)
|
|
|
(25,939
|
)
|
||
Predecessor treasury stock, at cost — 202 shares at December 31, 2016
|
—
|
|
|
|
(1,049
|
)
|
||
Total stockholders’ equity (deficit)
|
33,985
|
|
|
|
(35,127
|
)
|
||
Total liabilities and stockholders’ equity (deficit)
|
$
|
332,285
|
|
|
|
$
|
329,328
|
|
|
||||||||||||
A.M. Castle & Co.
Consolidated Statements of Cash Flows
|
||||||||||||
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(13,327
|
)
|
|
|
$
|
36,190
|
|
|
$
|
(107,982
|
)
|
Less: Income from discontinued operations, net of income taxes
|
—
|
|
|
|
—
|
|
|
6,108
|
|
|||
(Loss) income from continuing operations
|
(13,327
|
)
|
|
|
36,190
|
|
|
(114,090
|
)
|
|||
Adjustments to reconcile loss from continuing operations to net cash used in operating activities of continuing operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
3,213
|
|
|
|
10,150
|
|
|
16,378
|
|
|||
Amortization of deferred financing costs and debt discount
|
1,958
|
|
|
|
3,810
|
|
|
4,798
|
|
|||
Debt restructuring loss, net
|
—
|
|
|
|
—
|
|
|
8,617
|
|
|||
Loss from lease termination
|
—
|
|
|
|
—
|
|
|
2,200
|
|
|||
Unrealized (gain) loss on embedded debt conversion option
|
(2,352
|
)
|
|
|
146
|
|
|
(10,450
|
)
|
|||
Noncash interest paid in kind
|
3,865
|
|
|
|
—
|
|
|
—
|
|
|||
Noncash reorganization items, net
|
—
|
|
|
|
(87,107
|
)
|
|
—
|
|
|||
Loss on sale of property, plant & equipment
|
26
|
|
|
|
7
|
|
|
1,874
|
|
|||
Unrealized gains on commodity hedges
|
—
|
|
|
|
—
|
|
|
(1,015
|
)
|
|||
Unrealized foreign currency transaction (gain) loss
|
(1,709
|
)
|
|
|
(4,439
|
)
|
|
4,506
|
|
|||
Equity in losses of joint venture
|
—
|
|
|
|
—
|
|
|
4,141
|
|
|||
Deferred income taxes
|
(3,437
|
)
|
|
|
(953
|
)
|
|
(4,354
|
)
|
|||
Non-cash compensation expense
|
866
|
|
|
|
630
|
|
|
1,154
|
|
|||
Other, net
|
634
|
|
|
|
537
|
|
|
(80
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
(2,205
|
)
|
|
|
(6,061
|
)
|
|
6,100
|
|
|||
Inventories
|
(1,978
|
)
|
|
|
(2,703
|
)
|
|
65,712
|
|
|||
Prepaid expenses and other current assets
|
752
|
|
|
|
(3,100
|
)
|
|
1,358
|
|
|||
Other noncurrent assets
|
324
|
|
|
|
1,664
|
|
|
1,993
|
|
|||
Prepaid pension costs
|
(1,395
|
)
|
|
|
(849
|
)
|
|
(59
|
)
|
|||
Accounts payable
|
(4,548
|
)
|
|
|
8,602
|
|
|
(8,449
|
)
|
|||
Accrued payroll and employee benefits
|
945
|
|
|
|
(2,670
|
)
|
|
300
|
|
|||
Income tax payable and receivable
|
(828
|
)
|
|
|
(340
|
)
|
|
(105
|
)
|
|||
Accrued and other current liabilities
|
(773
|
)
|
|
|
(3,332
|
)
|
|
(6,514
|
)
|
|||
Postretirement benefit obligations and other noncurrent liabilities
|
(585
|
)
|
|
|
(471
|
)
|
|
(3,063
|
)
|
|||
Net cash used in operating activities of continuing operations
|
(20,554
|
)
|
|
|
(50,289
|
)
|
|
(29,048
|
)
|
|||
Net cash used in operating activities of discontinued operations
|
—
|
|
|
|
—
|
|
|
(5,914
|
)
|
|||
Net cash used in operating activities
|
(20,554
|
)
|
|
|
(50,289
|
)
|
|
(34,962
|
)
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Proceeds from sale of investment in joint venture
|
—
|
|
|
|
—
|
|
|
31,550
|
|
|||
Capital expenditures
|
(3,742
|
)
|
|
|
(2,850
|
)
|
|
(3,499
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
31
|
|
|
|
619
|
|
|
3,265
|
|
|||
Cash collateralization of letters of credit
|
—
|
|
|
|
7,492
|
|
|
(7,968
|
)
|
|||
Net cash (used in) from investing activities of continuing operations
|
(3,711
|
)
|
|
|
5,261
|
|
|
23,348
|
|
|||
Net cash from investing activities of discontinued operations
|
—
|
|
|
|
—
|
|
|
53,570
|
|
|||
Net cash (used in) from investing activities
|
(3,711
|
)
|
|
|
5,261
|
|
|
76,918
|
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Short-term borrowings, net
|
1,720
|
|
|
|
3,797
|
|
|
—
|
|
|||
Proceeds from long-term debt including credit facilities
|
22,973
|
|
|
|
195,026
|
|
|
722,547
|
|
|||
Repayments of long-term debt including credit facilities
|
(25
|
)
|
|
|
(175,414
|
)
|
|
(725,821
|
)
|
|||
Payments of debt restructuring costs
|
—
|
|
|
|
—
|
|
|
(9,802
|
)
|
|||
Payments of debt issue costs
|
—
|
|
|
|
(1,831
|
)
|
|
(2,472
|
)
|
|||
Payments of build-to-suit liability
|
—
|
|
|
|
(3,000
|
)
|
|
(932
|
)
|
|
||||||||||||
A.M. Castle & Co.
Consolidated Statements of Cash Flows
|
||||||||||||
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Net cash from (used in) financing activities
|
24,668
|
|
|
|
18,578
|
|
|
(16,480
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
637
|
|
|
|
890
|
|
|
(952
|
)
|
|||
Net change in cash and cash equivalents
|
1,040
|
|
|
|
(25,560
|
)
|
|
24,524
|
|
|||
Cash and cash equivalents—beginning of period
|
10,064
|
|
|
|
35,624
|
|
|
11,100
|
|
|||
Cash and cash equivalents—end of period
|
$
|
11,104
|
|
|
|
$
|
10,064
|
|
|
$
|
35,624
|
|
|
|||||||||||||||||||||||||||||||||
A.M. Castle & Co.
Consolidated Statements of Stockholders' Equity (Deficit)
|
|||||||||||||||||||||||||||||||||
|
Common
Shares
|
|
Treasury
Shares
|
|
Preferred
Stock
(Predecessor)
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-in
Capital
|
|
(Accumulated Deficit) Retained
Earnings
|
|
Accumulated Other
Comprehensive
Loss
|
|
Total
|
||||||||||||||||
Balance at January 1, 2016 - Predecessor
|
23,888
|
|
|
(94
|
)
|
|
$
|
—
|
|
|
$
|
238
|
|
|
$
|
(964
|
)
|
|
$
|
226,844
|
|
|
$
|
(145,309
|
)
|
|
$
|
(33,821
|
)
|
|
$
|
46,988
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(107,982
|
)
|
|
|
|
(107,982
|
)
|
||||||||||||||
Foreign currency translation, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
494
|
|
|
494
|
|
||||||||||||||
Change in unrecognized pension and postretirement benefit costs, net of $(3,669) tax effect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,388
|
|
|
7,388
|
|
||||||||||||||
Conversion of convertible notes
|
8,576
|
|
|
|
|
|
|
86
|
|
|
|
|
16,543
|
|
|
|
|
|
|
16,629
|
|
||||||||||||
Common stock warrants issued
|
|
|
|
|
|
|
|
|
|
|
200
|
|
|
|
|
|
|
200
|
|
||||||||||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
882
|
|
|
|
|
|
|
882
|
|
||||||||||||||
Exercise of stock options and other
|
304
|
|
|
(108
|
)
|
|
|
|
3
|
|
|
(85
|
)
|
|
356
|
|
|
|
|
|
|
274
|
|
||||||||||
Balance at December 31, 2016 - Predecessor
|
32,768
|
|
|
(202
|
)
|
|
$
|
—
|
|
|
$
|
327
|
|
|
$
|
(1,049
|
)
|
|
$
|
244,825
|
|
|
$
|
(253,291
|
)
|
|
$
|
(25,939
|
)
|
|
$
|
(35,127
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
36,190
|
|
|
|
|
36,190
|
|
||||||||||||||
Foreign currency translation, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
385
|
|
|
385
|
|
||||||||||||||
Change in unrecognized pension and postretirement benefit costs, $0 tax effect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,008
|
)
|
|
(1,008
|
)
|
||||||||||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
630
|
|
|
|
|
|
|
630
|
|
||||||||||||||
Exercise of stock options and other
|
|
|
(80
|
)
|
|
|
|
|
|
(29
|
)
|
|
91
|
|
|
|
|
|
|
62
|
|
||||||||||||
Balance at August 31, 2017 - Predecessor
|
32,768
|
|
|
(282
|
)
|
|
$
|
—
|
|
|
$
|
327
|
|
|
$
|
(1,078
|
)
|
|
$
|
245,546
|
|
|
$
|
(217,101
|
)
|
|
$
|
(26,562
|
)
|
|
$
|
1,132
|
|
Cancellation of Predecessor equity
|
(32,768
|
)
|
|
282
|
|
|
|
|
(327
|
)
|
|
1,078
|
|
|
(245,546
|
)
|
|
217,101
|
|
|
26,562
|
|
|
(1,132
|
)
|
||||||||
Issuance of Successor common stock
|
2,000
|
|
|
|
|
|
|
20
|
|
|
|
|
5,640
|
|
|
|
|
|
|
5,660
|
|
||||||||||||
Balance at August 31, 2017 - Successor
|
2,000
|
|
|
—
|
|
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
5,640
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,660
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at September 1, 2017 - Successor
|
2,000
|
|
|
—
|
|
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
5,640
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,660
|
|
||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,327
|
)
|
|
|
|
(13,327
|
)
|
||||||||||||||
Foreign currency translation, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,703
|
)
|
|
(2,703
|
)
|
||||||||||||||
Change in unrecognized pension and postretirement benefit costs, $0 tax effect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34
|
|
|
34
|
|
||||||||||||||
Reclassification of conversion option to equity, net of $17,044 tax effect (Note 9)
|
|
|
|
|
|
|
|
|
|
|
43,716
|
|
|
|
|
|
|
43,716
|
|
||||||||||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
605
|
|
|
|
|
|
|
605
|
|
||||||||||||||
Issuance of restricted shares
|
1,734
|
|
|
|
|
|
|
17
|
|
|
|
|
(17
|
)
|
|
|
|
|
|
—
|
|
||||||||||||
Balance at December 31, 2017 - Successor
|
3,734
|
|
|
—
|
|
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
49,944
|
|
|
$
|
(13,327
|
)
|
|
$
|
(2,669
|
)
|
|
$
|
33,985
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Balance, beginning of period
|
$
|
—
|
|
|
|
$
|
1,945
|
|
|
$
|
2,380
|
|
Add Provision charged to expense
(a)
|
1,735
|
|
|
|
34
|
|
|
37
|
|
|||
Recoveries
|
13
|
|
|
|
25
|
|
|
32
|
|
|||
Less Charges against allowance
|
(162
|
)
|
|
|
(316
|
)
|
|
(504
|
)
|
|||
Fresh-start accounting adjustment
|
—
|
|
|
|
(1,688
|
)
|
|
—
|
|
|||
Balance, end of period
|
$
|
1,586
|
|
|
|
$
|
—
|
|
|
$
|
1,945
|
|
•
|
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, net, including employee termination and related benefits associated with salaried and hourly workforce reductions, lease termination costs, moving costs associated with plant consolidations, professional fees, and losses on the disposal of fixed assets; and
|
•
|
Depreciation and amortization expenses, including depreciation for all owned property and equipment, and amortization of various intangible assets.
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures financed by accounts payable
|
$
|
356
|
|
|
|
$
|
45
|
|
|
$
|
59
|
|
Reclassification of conversion option from debt to equity, net (Note 9)
|
43,716
|
|
|
|
—
|
|
|
—
|
|
|||
Cash paid during the period for:
|
|
|
|
|
|
|
||||||
Interest
|
1,209
|
|
|
|
13,332
|
|
|
31,404
|
|
|||
Income taxes
|
495
|
|
|
|
1,889
|
|
|
2,434
|
|
|||
Cash received during the period for:
|
|
|
|
|
|
|
||||||
Income tax refunds
|
49
|
|
|
|
201
|
|
|
500
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Balance, beginning of period
|
$
|
—
|
|
|
|
$
|
7,877
|
|
|
$
|
13,075
|
|
Adjustments to provision
|
1,736
|
|
|
|
(945
|
)
|
|
5,857
|
|
|||
Charges against allowance
|
(56
|
)
|
|
|
(1,661
|
)
|
|
(11,055
|
)
|
|||
Fresh-start accounting adjustment
|
—
|
|
|
|
(5,271
|
)
|
|
—
|
|
|||
Balance, end of period
|
$
|
1,680
|
|
|
|
$
|
—
|
|
|
$
|
7,877
|
|
|
Successor
|
|
|
Predecessor
|
Buildings and building improvements
|
5 – 40 years
|
|
|
5 – 40 years
|
Plant equipment
|
5 – 20 years
|
|
|
5 – 20 years
|
Furniture and fixtures
|
2 – 10 years
|
|
|
2 – 10 years
|
Vehicles and office equipment
|
3 – 10 years
|
|
|
3 – 10 years
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Numerator:
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
$
|
(13,327
|
)
|
|
|
$
|
36,190
|
|
|
$
|
(114,090
|
)
|
Income from discontinued operations, net of income taxes
|
—
|
|
|
|
—
|
|
|
6,108
|
|
|||
Net (loss) income
|
$
|
(13,327
|
)
|
|
|
$
|
36,190
|
|
|
$
|
(107,982
|
)
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
2,000
|
|
|
|
32,174
|
|
|
29,009
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Outstanding common stock equivalents
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
Denominator for diluted (loss) earnings per share
|
2,000
|
|
|
|
32,174
|
|
|
29,009
|
|
|||
|
|
|
|
|
|
|
||||||
Basic (loss) earnings per common share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(6.66
|
)
|
|
|
$
|
1.12
|
|
|
$
|
(3.93
|
)
|
Discontinued operations
|
—
|
|
|
|
—
|
|
|
0.21
|
|
|||
Net basic (loss) earnings per common share
|
$
|
(6.66
|
)
|
|
|
$
|
1.12
|
|
|
$
|
(3.72
|
)
|
|
|
|
|
|
|
|
||||||
Diluted (loss) earnings per common share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(6.66
|
)
|
|
|
$
|
1.12
|
|
|
$
|
(3.93
|
)
|
Discontinued operations
|
—
|
|
|
|
—
|
|
|
0.21
|
|
|||
Net diluted (loss) earnings per common share
|
$
|
(6.66
|
)
|
|
|
$
|
1.12
|
|
|
$
|
(3.72
|
)
|
Excluded outstanding share-based awards having an anti-dilutive effect
|
1,734
|
|
|
|
—
|
|
|
2,640
|
|
|||
Excluded "in the money" portion of New Convertible Notes (Predecessor) and common stock warrants (Predecessor) having an anti-dilutive effect
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
Excluded "in the money" portion of Second Lien Notes (Successor) having an anti-dilutive effect
|
—
|
|
|
|
—
|
|
|
—
|
|
•
|
Entry into a new senior secured exit financing facility in the form of an asset-based revolving credit facility (the "New ABL Facility") with PNC Bank, National Association, as lender and as administrative and collateral agent (the “Agent”), and the other lenders party thereto. The New ABL Agreement provides for a
$125,000
senior secured, revolving credit facility for the Company. The proceeds of the advances under the New ABL Facility may only be used to (i) pay certain fees and expenses to the Agent and the lenders under the New ABL Facility, (ii) provide for Borrowers' working capital needs and reimburse drawings under letters of credit, (iii) repay the obligations under the Debtor-in-Possession Revolving Credit and Security Agreement dated as of June 10, 2017 ("DIP Facility"), by and among the Company, the lenders party thereto, and PNC Bank, National Association, and certain other existing indebtedness, and (iv) provide for the Borrowers' capital expenditure needs, in accordance with the New ABL Facility.
|
◦
|
On the Effective Date, in connection with its entering into the New ABL Agreement, the Company borrowed an aggregate amount equal to
$78,797
, proceeds from which, along with proceeds of the New Money Notes of
$38,002
, were used to pay down all outstanding indebtedness, accrued interest, and related fees of the Company under the Credit Facilities Agreement and the borrowings outstanding under the DIP Facility.
|
•
|
Entry into an Indenture (the “Second Lien Notes Indenture”) with Wilmington Savings Fund Society, FSB (“WSFS, FSB”), as trustee and collateral agent (“Indenture Agent”) and, pursuant thereto, issued approximately
$162,502
in aggregate original principal amount of its
5.00
% /
7.00%
Convertible Senior Secured Paid-in-Kind ("PIK") Toggle Notes due 2022 (the “Second Lien Notes”), excluding restricted notes issued under the A.M. Castle & Co. 2017 Management Incentive Plan (See
Note 10 - Share Based Compensation
, for full description).
|
◦
|
$111,875
in aggregate principal Second Lien Notes issued to holders of Prepetition Second Lien Secured Claims in partial satisfaction of their claims;
|
◦
|
$3,125
in aggregate principal Second Lien Notes issued to holders of Prepetition Third Lien Secured Claims in partial satisfaction of their claims; and
|
◦
|
$47,502
in aggregate principal Second Lien Notes issued to the Commitment Parties pursuant to the Commitment Agreement (the "New Money Notes").
|
•
|
Issuance of an aggregate of
2,000
shares of a new class of common stock, par value
$0.01
per share (the “New Common Stock”), as follows:
|
◦
|
1,300
shares issued to holders of Prepetition Second Lien Secured Claims in partial satisfaction of their claims;
|
◦
|
300
shares issued to holders of Prepetition Third Lien Secured Claims in partial satisfaction of their claims; and
|
◦
|
400
shares issued to participating holders of the Company's outstanding common stock as of August 2, 2017.
|
•
|
Payment in full of all general unsecured claims and claims that were unimpaired under the Plan in cash in the ordinary course of business.
|
•
|
Cash payment of
$6,646
to holders of Prepetition Second Lien Secured Claims.
|
•
|
Cash payment of a put option fee of
$2,000
to the Commitment Parties pursuant to the Commitment Agreement.
|
•
|
All agreements, instruments, and other documents evidencing, relating to or connected with any equity interests of the Company (which include warrants to purchase the Company’s prior common stock and unvested/unexercised awards under any existing pre-Effective Date management incentive compensation plans) were canceled without recovery.
|
•
|
All prior director, officer and employee incentive plans, as well as the awards issued thereunder, were canceled. The new A.M. Castle & Co. 2017 Management Incentive Plan, under which persons eligible to receive awards include directors, officers and employees of the Company and its subsidiaries, became effective.
|
Enterprise value
|
|
$
|
244,000
|
|
Less: fair value of debt
|
|
(238,340
|
)
|
|
Equity value
|
|
$
|
5,660
|
|
Enterprise value
|
$
|
244,000
|
|
Current liabilities (excluding short-term borrowings and current portion of long-term debt)
|
61,169
|
|
|
Noncurrent liabilities (excluding long-term debt)
|
23,479
|
|
|
Reorganization value of Successor assets
|
$
|
328,648
|
|
|
As of August 31, 2017
|
||||||||||||||
|
Predecessor
|
|
Reorganization Adjustments
|
|
Fresh-Start Adjustments
|
|
Successor
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
20,443
|
|
|
$
|
(10,379
|
)
|
(a)
|
$
|
—
|
|
|
$
|
10,064
|
|
Accounts receivable, net
|
73,056
|
|
|
—
|
|
|
—
|
|
|
73,056
|
|
||||
Inventories
|
153,785
|
|
|
—
|
|
|
—
|
|
|
153,785
|
|
||||
Prepaid expenses and other current assets
|
14,217
|
|
|
—
|
|
|
—
|
|
|
14,217
|
|
||||
Income tax receivable
|
588
|
|
|
—
|
|
|
—
|
|
|
588
|
|
||||
Total current assets
|
262,089
|
|
|
(10,379
|
)
|
|
—
|
|
|
251,710
|
|
||||
Intangible assets, net
|
24
|
|
|
—
|
|
|
8,151
|
|
(j)
|
8,175
|
|
||||
Prepaid pension cost
|
9,350
|
|
|
—
|
|
|
—
|
|
|
9,350
|
|
||||
Deferred income taxes
|
1,381
|
|
|
—
|
|
|
—
|
|
|
1,381
|
|
||||
Other noncurrent assets
|
1,364
|
|
|
—
|
|
|
—
|
|
|
1,364
|
|
||||
Property, plant and equipment:
|
|
|
|
|
|
|
—
|
|
|||||||
Land
|
2,073
|
|
|
—
|
|
|
3,867
|
|
(i)
|
5,940
|
|
||||
Buildings
|
37,498
|
|
|
—
|
|
|
(15,518
|
)
|
(i)
|
21,980
|
|
||||
Machinery and equipment
|
129,324
|
|
|
—
|
|
|
(100,576
|
)
|
(i)
|
28,748
|
|
||||
Property, plant and equipment, at cost
|
168,895
|
|
|
—
|
|
|
(112,227
|
)
|
|
56,668
|
|
||||
Accumulated depreciation
|
(122,087
|
)
|
|
—
|
|
|
122,087
|
|
|
—
|
|
||||
Property, plant and equipment, net
|
46,808
|
|
|
—
|
|
|
9,860
|
|
|
56,668
|
|
||||
Total assets
|
$
|
321,016
|
|
|
$
|
(10,379
|
)
|
|
$
|
18,011
|
|
|
$
|
328,648
|
|
LIABILITIES AND STOCKHOLDERS’ EARNINGS (DEFICIT)
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
47,063
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,063
|
|
Accrued and other current liabilities
|
12,145
|
|
|
1,961
|
|
(b)
|
—
|
|
|
14,106
|
|
||||
Short-term borrowings
|
3,797
|
|
|
—
|
|
|
—
|
|
|
3,797
|
|
||||
Current portion of long-term debt
|
109,213
|
|
|
(109,187
|
)
|
(c)
|
—
|
|
|
26
|
|
||||
Total current liabilities
|
172,218
|
|
|
(107,226
|
)
|
|
—
|
|
|
64,992
|
|
||||
Long-term debt, less current portion
|
—
|
|
|
234,517
|
|
(d)
|
—
|
|
|
234,517
|
|
||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
3,159
|
|
(m)
|
3,159
|
|
||||
Build-to-suit liability
|
9,898
|
|
|
—
|
|
|
—
|
|
|
9,898
|
|
||||
Other noncurrent liabilities
|
5,711
|
|
|
—
|
|
|
(1,715
|
)
|
(k)
|
3,996
|
|
||||
Pension and postretirement benefit obligations
|
6,426
|
|
|
—
|
|
|
—
|
|
|
6,426
|
|
||||
Liabilities subject to compromise
|
211,363
|
|
|
(211,363
|
)
|
(e)
|
—
|
|
|
—
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
|
||||||||
Stockholders’ earnings (deficit):
|
|
|
|
|
|
|
|
||||||||
Predecessor common stock
|
327
|
|
|
(327
|
)
|
(f)
|
—
|
|
|
—
|
|
||||
Successor common stock
|
—
|
|
|
20
|
|
(g)
|
—
|
|
|
20
|
|
||||
Predecessor additional paid-in capital
|
245,546
|
|
|
(1,883
|
)
|
(f)
|
(243,663
|
)
|
(l)
|
—
|
|
||||
Successor additional paid-in capital
|
—
|
|
|
5,640
|
|
(g)
|
—
|
|
|
5,640
|
|
||||
Retained (deficit) earnings
|
(302,833
|
)
|
|
69,165
|
|
(h)
|
233,668
|
|
(l)
|
—
|
|
||||
Accumulated other comprehensive loss
|
(26,562
|
)
|
|
—
|
|
|
26,562
|
|
(l)
|
—
|
|
||||
Treasury stock, at cost
|
(1,078
|
)
|
|
1,078
|
|
(f)
|
—
|
|
|
—
|
|
||||
Total stockholders’ earnings (deficit)
|
(84,600
|
)
|
|
73,693
|
|
|
16,567
|
|
|
5,660
|
|
||||
Total liabilities and stockholders’ earnings (deficit)
|
$
|
321,016
|
|
|
$
|
(10,379
|
)
|
|
$
|
18,011
|
|
|
$
|
328,648
|
|
a.
|
Represents net cash outflows occurring upon the Plan becoming effective on August 31, 2017 as follows:
|
Cash received from initial draw on New ABL Facility
|
|
$
|
78,797
|
|
Repayment of Debtor-In-Possession financing borrowings, including interest and fees
|
|
(66,932
|
)
|
|
Cash received from issuance of New Money Notes
|
|
38,002
|
|
|
Payment of put option fee
|
|
(2,000
|
)
|
|
Repayment of prepetition First Lien Notes, including interest and fees
|
|
(49,415
|
)
|
|
Payment of cash recovery to prepetition Second Lien Noteholders
|
|
(6,646
|
)
|
|
Payment related to key employee incentive plan
|
|
(1,229
|
)
|
|
Professional fees paid upon emergence
|
|
(956
|
)
|
|
Net cash paid upon emergence
|
|
$
|
(10,379
|
)
|
b.
|
Represents the accrual of success fees earned upon emergence of
$2,416
net of payment of accrued interest on the prepetition First Lien Notes of
$455
.
|
c.
|
Represents repayment of the Debtor-In-Possession financing balance of
$66,599
and the repayment of the prepetition First Lien Notes principal balance of
$48,000
, net of the write-off of unamortized original issue discount and deferred issuance costs related to the prepetition First Lien Notes of
$5,412
.
|
d.
|
Represents the fair value of the Second Lien Notes Indenture issued upon emergence of
$155,720
and the initial draw on New ABL Facility of
$78,797
.
|
e.
|
Liabilities subject to compromise were satisfied as follows:
|
12.75% Senior Secured Notes due December 15, 2018
|
|
$
|
177,019
|
|
5.25% Convertible Notes due December 30, 2019
|
|
22,323
|
|
|
Accrued interest payable
|
|
12,021
|
|
|
Liabilities subject to compromise
|
|
211,363
|
|
|
Cash payment to prepetition Second Lien Noteholders
|
|
(6,646
|
)
|
|
Fair value of Second Lien Notes (including conversion option) issued to prepetition Second and Third Lien Noteholders
|
|
(110,200
|
)
|
|
New equity issued to prepetition Second and Third Lien Noteholders
|
|
(4,528
|
)
|
|
Gain on settlement of liabilities subject to compromise
|
|
$
|
89,989
|
|
f.
|
Represents the cancellation of the Predecessor common stock, warrants and treasury stock.
|
g.
|
Represents the issuance of
2,000
common shares of the Successor company in accordance with the Plan.
|
h.
|
The cumulative effect on retained earnings of the reorganization adjustments discussed above is as follows:
|
Gain on settlement of liabilities subject to compromise
|
|
$
|
89,989
|
|
Write off of original issue discount and deferred financing costs
|
|
(5,412
|
)
|
|
Backstop and other fees related to the repayment of old debt and issuance of new debt
|
|
(10,811
|
)
|
|
Success fees and key employee incentive plan payments
|
|
(4,601
|
)
|
|
Net impact to retained earnings (accumulated deficit)
|
|
$
|
69,165
|
|
i.
|
Represents the adjustments made to increase the carrying value of property, plant and equipment to their estimated fair value. The Company’s overall range of useful lives from an accounting policy perspective did not change. However, when the fair value of each asset was adjusted, a new remaining useful life was assigned to each asset, and the new value will be depreciated over that time period, which may be different from the remaining depreciable life of that asset at the end of the Predecessor period. Estimated fair value was determined as follows:
|
•
|
The cost approach was utilized to estimate the fair value of personal property as well as buildings and land improvements. This approach considers the amount required to construct or purchase a new asset of equal utility at current market prices, with adjustments in value for physical deterioration.
|
•
|
The sales comparison approach was utilized to estimate fair value of owned real property. The sales comparison approach relies upon recent sales, offerings of similar assets or a specific inflationary adjustment to original purchase price to arrive at a probable selling price.
|
j.
|
An adjustment of
$8,151
was made to record the estimated fair value of the Successor trade name of
$5,500
and write off
$24
of Predecessor intangible assets, and to record goodwill of
$2,675
, representing the excess of the reorganization value of the assets over the fair value of identifiable assets, as follows:
|
Reorganization value of assets
|
|
$
|
328,648
|
|
Less: fair value of:
|
|
|
||
Total current assets
|
|
(251,710
|
)
|
|
Property, plant and equipment
|
|
(56,668
|
)
|
|
Successor trade name
|
|
(5,500
|
)
|
|
Other noncurrent assets
|
|
(12,095
|
)
|
|
Goodwill
|
|
$
|
2,675
|
|
k.
|
Represents the elimination of deferred rent and deferred gains of
$2,105
, adjusting these balances to zero fair value, net of a liability for unfavorable contracts of
$390
.
|
l.
|
Represents the cumulative impact of fresh-start adjustments as discussed above and the elimination of Predecessor retained deficit and other comprehensive loss.
|
m.
|
Represents the recording of a tax liability related to indefinite lived trade name and land.
|
|
|
Predecessor
|
||
|
|
June 18, 2017
Through
August 31, 2017
|
||
12.75% Senior Secured Notes due December 15, 2018
|
|
$
|
4,639
|
|
5.25% Convertible Notes due December 30, 2019
|
|
241
|
|
|
Total Contractual Interest
|
|
$
|
4,880
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
September 1, 2017
Through
December 31, 2017
|
|
|
January 1, 2017
Through
August 31, 2017
|
||||
Gain on extinguishment of debt
|
—
|
|
|
|
(89,989
|
)
|
||
Gain on fresh-start revaluation
|
—
|
|
|
|
(16,566
|
)
|
||
Write-off of unamortized debt issuance costs and discounts
|
—
|
|
|
|
10,262
|
|
||
Prepayment penalties and debt-related fees
|
—
|
|
|
|
13,191
|
|
||
Professional fees
|
2,141
|
|
|
|
7,342
|
|
||
Key employee incentive plan
|
—
|
|
|
|
1,229
|
|
||
Reorganization items, net
|
$
|
2,141
|
|
|
|
$
|
(74,531
|
)
|
|
|
Predecessor
|
||
|
|
Year Ended
|
||
|
|
December 31, 2016
|
||
Net sales
|
|
$
|
29,680
|
|
Cost of materials
|
|
21,027
|
|
|
Operating costs and expenses
|
|
7,288
|
|
|
Interest expense
(a)
|
|
333
|
|
|
Income from discontinued operations before income taxes
|
|
$
|
1,032
|
|
Income tax benefit
(b)
|
|
(3,770
|
)
|
|
Gain on sale of discontinued operations, net of income taxes
|
|
1,306
|
|
|
Income from discontinued operations, net of income taxes
|
|
$
|
6,108
|
|
|
|
2016
|
||
Equity in losses of joint venture
|
|
$
|
(4,177
|
)
|
Investment in joint venture
|
|
—
|
|
|
Sales to joint venture
|
|
188
|
|
|
Purchases from joint venture
|
|
4
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
December 31, 2017
|
|
|
December 31, 2016
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
67,317
|
|
|
$
|
63,216
|
|
Intangible asset not subject to amortization:
|
|
|
|
|
|
|
|
|
||||||||
Trade name
|
5,500
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Total intangible assets
|
$
|
5,500
|
|
|
$
|
—
|
|
|
|
$
|
67,317
|
|
|
$
|
63,216
|
|
|
Successor
|
|
Predecessor
|
||||
|
December 31,
2017 |
|
December 31,
2016 |
||||
LONG-TERM DEBT
|
|
|
|
||||
7.0% Convertible Notes due December 15, 2017
|
—
|
|
|
41
|
|
||
11.0% Senior Secured Term Loan Credit Facilities due September 14, 2018
|
—
|
|
|
99,500
|
|
||
12.75% Senior Secured Notes due December 15, 2018
|
—
|
|
|
177,019
|
|
||
5.25% Convertible Notes due December 30, 2019
|
—
|
|
|
22,323
|
|
||
5.00% / 7.00% Convertible Notes due August 31, 2022
|
168,767
|
|
|
—
|
|
||
Floating rate New ABL Credit Facility due February 28, 2022
|
101,047
|
|
|
—
|
|
||
Other, primarily capital leases
|
288
|
|
|
96
|
|
||
Plus: derivative liability for embedded conversion feature
|
—
|
|
|
403
|
|
||
Less: unvested restricted Second Lien Notes
(a)
|
(2,144
|
)
|
|
—
|
|
||
Less: unamortized discount
|
(67,937
|
)
|
|
(7,587
|
)
|
||
Less: unamortized debt issuance costs
|
—
|
|
|
(5,199
|
)
|
||
Total long-term debt
|
$
|
200,021
|
|
|
$
|
286,596
|
|
Less: current portion
|
118
|
|
|
137
|
|
||
Total long-term portion
|
$
|
199,903
|
|
|
$
|
286,459
|
|
Risk-free interest rate
|
2.16
|
%
|
Credit spreads
|
13.93
|
%
|
PIK premium spread
|
2.00
|
%
|
Volatility
|
50.00
|
%
|
|
Derivative liability for embedded conversion option
(Successor)
|
||
Fair value at issuance date
|
$
|
61,608
|
|
Interest paid in kind
|
1,504
|
|
|
Mark-to-market adjustment on conversion feature
(a)
|
(2,352
|
)
|
|
Fair value as of December 31, 2017 (Successor)
|
$
|
60,760
|
|
|
Capital Leases
|
|
Operating Leases
|
|
Built-to-Suit Lease
|
||||||
2018
|
$
|
118
|
|
|
$
|
7,970
|
|
|
$
|
897
|
|
2019
|
117
|
|
|
5,848
|
|
|
915
|
|
|||
2020
|
54
|
|
|
4,878
|
|
|
933
|
|
|||
2021
|
—
|
|
|
4,511
|
|
|
952
|
|
|||
2022
|
—
|
|
|
4,643
|
|
|
971
|
|
|||
Later years
|
—
|
|
|
7,255
|
|
|
8,451
|
|
|||
Total future minimum rental payments
|
$
|
289
|
|
|
$
|
35,105
|
|
|
$
|
13,119
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
December 31
|
|
|
December 31
|
||||
|
2017
|
|
|
2016
|
||||
Unrecognized pension and postretirement benefit (costs), net of tax
|
$
|
34
|
|
|
|
$
|
(9,797
|
)
|
Foreign currency translation losses, net of tax
|
(2,703
|
)
|
|
|
(16,142
|
)
|
||
Total accumulated other comprehensive loss, net of tax
|
$
|
(2,669
|
)
|
|
|
$
|
(25,939
|
)
|
|
Defined Benefit Pension and Postretirement Items
|
|
Foreign Currency Items
|
|
Total
|
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||||||
|
September 1, 2017 Through December 31, 2017
|
|
|
January 1, 2017
Through
August 31, 2017
|
|
Year
Ended
December 31, 2016
|
|
September 1, 2017 Through December 31, 2017
|
|
|
January 1, 2017
Through
August 31, 2017
|
|
Year
Ended
December 31, 2016
|
|
September 1, 2017 Through December 31, 2017
|
|
|
January 1, 2017
Through
August 31, 2017
|
|
Year
Ended
December 31, 2016
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Beginning Balance
|
$
|
—
|
|
|
|
$
|
(9,797
|
)
|
|
$
|
(17,185
|
)
|
|
$
|
—
|
|
|
|
$
|
(16,142
|
)
|
|
$
|
(16,636
|
)
|
|
$
|
—
|
|
|
|
$
|
(25,939
|
)
|
|
$
|
(33,821
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
34
|
|
|
|
—
|
|
|
5,565
|
|
|
(2,703
|
)
|
|
|
385
|
|
|
494
|
|
|
(2,669
|
)
|
|
|
385
|
|
|
6,059
|
|
|||||||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
(a)
|
—
|
|
|
|
(1,008
|
)
|
|
1,823
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(1,008
|
)
|
|
1,823
|
|
|||||||||
Net current period other comprehensive income (loss)
|
34
|
|
|
|
(1,008
|
)
|
|
7,388
|
|
|
(2,703
|
)
|
|
|
385
|
|
|
494
|
|
|
(2,669
|
)
|
|
|
(623
|
)
|
|
7,882
|
|
|||||||||
Adjustment for fresh-start accounting
(b)
|
—
|
|
|
|
10,805
|
|
|
—
|
|
|
—
|
|
|
|
15,757
|
|
|
—
|
|
|
—
|
|
|
|
26,562
|
|
|
—
|
|
|||||||||
Ending Balance
|
$
|
34
|
|
|
|
$
|
—
|
|
|
$
|
(9,797
|
)
|
|
$
|
(2,703
|
)
|
|
|
$
|
—
|
|
|
$
|
(16,142
|
)
|
|
$
|
(2,669
|
)
|
|
|
$
|
—
|
|
|
$
|
(25,939
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017
Through
December 31, 2017
|
|
|
January 1, 2017
Through August 31, 2017 |
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Unrecognized pension and postretirement benefit items:
|
|
|
|
|
|
|
||||||
Prior service cost
(a)
|
$
|
—
|
|
|
|
$
|
(133
|
)
|
|
$
|
(200
|
)
|
Actuarial (loss) gain
(a)
|
—
|
|
|
|
1,141
|
|
|
(1,623
|
)
|
|||
Total before tax
|
—
|
|
|
|
1,008
|
|
|
(1,823
|
)
|
|||
Tax effect
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
Total reclassifications for the period, net of tax
|
$
|
—
|
|
|
|
$
|
1,008
|
|
|
$
|
(1,823
|
)
|
|
Number of Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Unvested at September 1, 2017 (Successor)
|
—
|
|
|
$
|
—
|
|
Granted
|
1,734
|
|
|
3.14
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Unvested at December 31, 2017 (Successor)
|
1,734
|
|
|
3.14
|
|
|
Expected to vest after December 31, 2017 (Successor)
|
1,734
|
|
|
3.14
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Service cost
|
$
|
140
|
|
|
|
$
|
260
|
|
|
$
|
377
|
|
Interest cost
|
1,574
|
|
|
|
3,194
|
|
|
5,182
|
|
|||
Expected return on assets
|
(2,767
|
)
|
|
|
(5,425
|
)
|
|
(8,139
|
)
|
|||
Amortization of prior service cost
|
—
|
|
|
|
133
|
|
|
200
|
|
|||
Amortization of actuarial loss
|
—
|
|
|
|
631
|
|
|
1,832
|
|
|||
Net periodic pension plans benefit
|
$
|
(1,053
|
)
|
|
|
$
|
(1,207
|
)
|
|
$
|
(548
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
||||||
Projected benefit obligation at beginning of period
|
$
|
159,028
|
|
|
|
$
|
154,680
|
|
|
$
|
162,941
|
|
Service cost
|
140
|
|
|
|
260
|
|
|
377
|
|
|||
Interest cost
|
1,574
|
|
|
|
3,194
|
|
|
5,182
|
|
|||
Benefit payments
|
(3,889
|
)
|
|
|
(7,282
|
)
|
|
(9,459
|
)
|
|||
Actuarial loss (gain)
|
574
|
|
|
|
8,176
|
|
|
(4,361
|
)
|
|||
Projected benefit obligation at end of period
|
$
|
157,427
|
|
|
|
$
|
159,028
|
|
|
$
|
154,680
|
|
Change in plan assets:
|
|
|
|
|
|
|
||||||
Fair value of plan assets at beginning of period
|
$
|
162,929
|
|
|
|
$
|
157,714
|
|
|
$
|
154,506
|
|
Actual return on assets
|
3,376
|
|
|
|
11,897
|
|
|
12,253
|
|
|||
Employer contributions
|
342
|
|
|
|
600
|
|
|
414
|
|
|||
Benefit payments
|
(3,889
|
)
|
|
|
(7,282
|
)
|
|
(9,459
|
)
|
|||
Fair value of plan assets at end of period
|
$
|
162,758
|
|
|
|
$
|
162,929
|
|
|
$
|
157,714
|
|
Funded status – net asset
|
$
|
5,331
|
|
|
|
$
|
3,901
|
|
|
$
|
3,034
|
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
||||||
Prepaid pension cost
|
$
|
10,745
|
|
|
|
$
|
9,350
|
|
|
$
|
8,501
|
|
Accrued liabilities
|
(378
|
)
|
|
|
(370
|
)
|
|
(367
|
)
|
|||
Pension benefit obligations
|
(5,036
|
)
|
|
|
(5,079
|
)
|
|
(5,100
|
)
|
|||
Net amount recognized
|
$
|
5,331
|
|
|
|
$
|
3,901
|
|
|
$
|
3,034
|
|
Pre-tax components of accumulated other comprehensive loss:
|
|
|
|
|
|
|
||||||
Unrecognized actuarial gain (loss)
|
$
|
34
|
|
|
|
$
|
—
|
|
|
$
|
(25,665
|
)
|
Unrecognized prior service cost
|
—
|
|
|
|
—
|
|
|
(517
|
)
|
|||
Total
|
$
|
34
|
|
|
|
$
|
—
|
|
|
$
|
(26,182
|
)
|
Accumulated benefit obligation
|
$
|
157,427
|
|
|
|
$
|
158,373
|
|
|
$
|
154,044
|
|
|
Successor
|
|
|
Predecessor
|
||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
|
|
|
|
|||
Discount rate
|
3.51 - 3.58%
|
|
|
3.52 - 3.62%
|
|
3.70 - 3.83%
|
Projected annual salary increases
|
0 - 3.00%
|
|
|
0 - 3.00%
|
|
0 - 3.00%
|
|
Successor
|
|
|
Predecessor
|
||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
|
|
|
|
|||
Discount rate
|
3.52 - 3.62%
|
|
|
3.70 - 3.83%
|
|
4.00%
|
Expected long-term rate of return on plan assets
|
5.00%
|
|
|
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)
|
$
|
16,841
|
|
|
$
|
140,877
|
|
|
$
|
—
|
|
|
$
|
157,718
|
|
Investments measured at net asset value
|
|
|
|
|
|
|
6,567
|
|
|||||||
Accounts payable – pending trades
|
|
|
|
|
|
|
(1,527
|
)
|
|||||||
Total
|
|
|
|
|
|
|
$
|
162,758
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Fixed income securities
(b)
|
$
|
16,427
|
|
|
$
|
142,486
|
|
|
$
|
—
|
|
|
$
|
158,913
|
|
Investments measured at net asset value
|
|
|
|
|
|
|
5,455
|
|
|||||||
Accounts payable – pending trades
|
|
|
|
|
|
|
(6,654
|
)
|
|||||||
Total
|
|
|
|
|
|
|
$
|
157,714
|
|
2018
|
$
|
10,563
|
|
2019
|
10,670
|
|
|
2020
|
10,730
|
|
|
2021
|
10,748
|
|
|
2022
|
10,561
|
|
|
2023 — 2027
|
49,917
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Service cost
|
$
|
12
|
|
|
|
$
|
22
|
|
|
$
|
71
|
|
Interest cost
|
12
|
|
|
|
33
|
|
|
65
|
|
|||
Amortization of actuarial gain
|
—
|
|
|
|
(193
|
)
|
|
(209
|
)
|
|||
Net periodic postretirement plan gain (cost)
|
$
|
24
|
|
|
|
$
|
(138
|
)
|
|
$
|
(73
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Change in accumulated postretirement benefit obligations:
|
|
|
|
|
|
|
||||||
Accumulated postretirement benefit obligation at beginning of period
|
$
|
1,490
|
|
|
|
$
|
1,564
|
|
|
$
|
2,427
|
|
Service cost
|
12
|
|
|
|
22
|
|
|
71
|
|
|||
Interest cost
|
12
|
|
|
|
33
|
|
|
65
|
|
|||
Benefit payments
|
(78
|
)
|
|
|
(156
|
)
|
|
(240
|
)
|
|||
Actuarial loss (gain)
|
2
|
|
|
|
27
|
|
|
(759
|
)
|
|||
Accumulated postretirement benefit obligation at end of period
|
$
|
1,438
|
|
|
|
$
|
1,490
|
|
|
$
|
1,564
|
|
Funded status – net liability
|
$
|
(1,438
|
)
|
|
|
$
|
(1,490
|
)
|
|
$
|
(1,564
|
)
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
||||||
Accrued liabilities
|
$
|
(97
|
)
|
|
|
$
|
(143
|
)
|
|
$
|
(234
|
)
|
Postretirement benefit obligations
|
(1,341
|
)
|
|
|
(1,347
|
)
|
|
(1,330
|
)
|
|||
Net amount recognized
|
$
|
(1,438
|
)
|
|
|
$
|
(1,490
|
)
|
|
$
|
(1,564
|
)
|
Pre-tax components of accumulated other comprehensive loss:
|
|
|
|
|
|
|
||||||
Unrecognized actuarial (loss) gain
|
$
|
(1
|
)
|
|
|
$
|
—
|
|
|
$
|
2,574
|
|
Total
|
$
|
(1
|
)
|
|
|
$
|
—
|
|
|
$
|
2,574
|
|
|
Successor
|
|
|
Predecessor
|
||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
|
|
|
|
|||
Medical cost trend rate
|
5.50%
|
|
|
6.00%
|
|
6.00%
|
Ultimate medical cost trend rate
|
5.00%
|
|
|
5.00%
|
|
5.00%
|
Year ultimate medical cost trend rate will be reached
|
2019
|
|
|
2019
|
|
2019
|
|
Successor
|
|
|
Predecessor
|
||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
|
|
|
|
|||
Net periodic postretirement benefit costs
|
3.61%
|
|
|
3.42%
|
|
3.50%
|
Accumulated postretirement benefit obligations
|
3.45%
|
|
|
3.45%
|
|
3.61%
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Employee termination and related benefits
(a)
|
$
|
—
|
|
|
|
$
|
185
|
|
|
$
|
(854
|
)
|
Lease termination costs
|
—
|
|
|
|
—
|
|
|
6,038
|
|
|||
Moving costs associated with plant consolidations
|
—
|
|
|
|
305
|
|
|
4,558
|
|
|||
Professional fees
|
—
|
|
|
|
76
|
|
|
1,839
|
|
|||
Loss on disposal of fixed assets
|
—
|
|
|
|
—
|
|
|
1,361
|
|
|||
Total expense
|
$
|
—
|
|
|
|
$
|
566
|
|
|
$
|
12,942
|
|
|
|
Successor
|
||||||||||||||||||
|
|
|
|
Period Activity
|
|
|
||||||||||||||
|
|
Balance September 1, 2017
|
|
Charges (gains)
|
|
Cash payments
|
|
Impairment and non-cash activity
|
|
Balance December 31, 2017
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee termination and related benefits
(a)
|
|
$
|
3,551
|
|
|
$
|
—
|
|
|
$
|
(44
|
)
|
|
$
|
—
|
|
|
$
|
3,507
|
|
Lease termination costs
(b)
|
|
701
|
|
|
—
|
|
|
(139
|
)
|
|
—
|
|
|
562
|
|
|||||
Total 2017 Activity
|
|
$
|
4,252
|
|
|
$
|
—
|
|
|
$
|
(183
|
)
|
|
$
|
—
|
|
|
$
|
4,069
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Predecessor
|
||||||||||||||||||
|
|
|
|
Period Activity
|
|
|
||||||||||||||
|
|
Balance January 1, 2017
|
|
Charges
|
|
Cash payments
|
|
Impairment and non-cash activity
|
|
Balance August 31, 2017
|
||||||||||
Employee termination and related benefits
|
|
$
|
3,627
|
|
|
$
|
185
|
|
|
$
|
(261
|
)
|
|
$
|
—
|
|
|
$
|
3,551
|
|
Lease termination costs
|
|
823
|
|
|
—
|
|
|
(496
|
)
|
|
374
|
|
|
701
|
|
|||||
Moving costs associated with plant consolidations
|
|
—
|
|
|
305
|
|
|
(305
|
)
|
|
—
|
|
|
—
|
|
|||||
Professional fees
|
|
—
|
|
|
76
|
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
4,450
|
|
|
$
|
566
|
|
|
$
|
(1,138
|
)
|
|
$
|
374
|
|
|
$
|
4,252
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Predecessor
|
||||||||||||||||||
|
|
|
|
Period Activity
|
|
|
||||||||||||||
|
|
Balance January 1, 2016
|
|
Charges (gains)
|
|
Cash (payments) receipts
|
|
Impairment and non-cash activity
|
|
Balance December 31, 2016
|
||||||||||
Employee termination and related benefits
(c)
|
|
$
|
8,301
|
|
|
$
|
(854
|
)
|
|
$
|
(3,820
|
)
|
|
$
|
—
|
|
|
$
|
3,627
|
|
Lease termination costs
(d)
|
|
232
|
|
|
6,038
|
|
|
(3,160
|
)
|
|
(2,287
|
)
|
|
823
|
|
|||||
Moving costs associated with plant consolidations
|
|
—
|
|
|
4,558
|
|
|
(4,558
|
)
|
|
—
|
|
|
—
|
|
|||||
Professional fees
|
|
—
|
|
|
1,839
|
|
|
(1,839
|
)
|
|
—
|
|
|
—
|
|
|||||
Disposal of fixed assets
|
|
—
|
|
|
1,361
|
|
|
2,703
|
|
|
(4,064
|
)
|
|
—
|
|
|||||
Inventory adjustment
|
|
—
|
|
|
452
|
|
|
—
|
|
|
(452
|
)
|
|
—
|
|
|||||
Total 2016 Activity
|
|
$
|
8,533
|
|
|
$
|
13,394
|
|
|
$
|
(10,674
|
)
|
|
$
|
(6,803
|
)
|
|
$
|
4,450
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Domestic
|
$
|
(16,934
|
)
|
|
|
$
|
27,153
|
|
|
$
|
(104,524
|
)
|
Non-United States ("U.S")
|
419
|
|
|
|
7,650
|
|
|
(7,935
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Federal
|
|
|
|
|
|
|
||||||
current
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
deferred
|
(3,106
|
)
|
|
|
(1,412
|
)
|
|
(4,231
|
)
|
|||
State
|
|
|
|
|
|
|
||||||
current
|
—
|
|
|
|
25
|
|
|
25
|
|
|||
deferred
|
(316
|
)
|
|
|
—
|
|
|
(114
|
)
|
|||
Foreign
|
|
|
|
|
|
|
||||||
current
|
249
|
|
|
|
953
|
|
|
1,783
|
|
|||
deferred
|
(15
|
)
|
|
|
(953
|
)
|
|
(9
|
)
|
|||
|
$
|
(3,188
|
)
|
|
|
$
|
(1,387
|
)
|
|
$
|
(2,546
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Federal income tax at statutory rates
|
$
|
(5,780
|
)
|
|
|
$
|
12,181
|
|
|
$
|
(39,361
|
)
|
State income taxes, net of federal income tax benefits
|
(2,871
|
)
|
|
|
(2,347
|
)
|
|
(5,118
|
)
|
|||
Permanent items:
|
|
|
|
|
|
|
||||||
Section 956 inclusions
|
294
|
|
|
|
2,132
|
|
|
13,132
|
|
|||
Convertible debt – non-deductible
|
—
|
|
|
|
(29,903
|
)
|
|
3,024
|
|
|||
Intercompany bad debt deduction
|
(11,680
|
)
|
|
|
—
|
|
|
—
|
|
|||
Other permanent differences
|
943
|
|
|
|
1,941
|
|
|
2,719
|
|
|||
Federal and state income tax on joint venture
|
—
|
|
|
|
—
|
|
|
(1,660
|
)
|
|||
Rate differential on foreign income
|
(34
|
)
|
|
|
(490
|
)
|
|
795
|
|
|||
Valuation allowance
|
19,157
|
|
|
|
15,771
|
|
|
23,746
|
|
|||
Discrete impact of the Tax Act
|
(4,799
|
)
|
|
|
—
|
|
|
—
|
|
|||
Other
|
1,582
|
|
|
|
(672
|
)
|
|
177
|
|
|||
Income tax benefit
|
$
|
(3,188
|
)
|
|
|
$
|
(1,387
|
)
|
|
$
|
(2,546
|
)
|
Effective income tax benefit rate
|
19.3
|
%
|
|
|
(4.0
|
)%
|
|
2.3
|
%
|
|
Successor
|
|
|
Predecessor
|
||||
|
December 31,
|
|
|
December 31,
|
||||
|
2017
|
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Pension and postretirement benefits
|
$
|
—
|
|
|
|
$
|
809
|
|
Deferred compensation
|
540
|
|
|
|
595
|
|
||
Restructuring related and other reserves
|
5
|
|
|
|
4
|
|
||
Alternative minimum tax and net operating loss carryforward
|
55,295
|
|
|
|
91,769
|
|
||
Intangible assets and goodwill
|
6,439
|
|
|
|
11,647
|
|
||
Other, net
|
1,692
|
|
|
|
2,818
|
|
||
Deferred tax assets before valuation allowance
|
63,971
|
|
|
|
107,642
|
|
||
Valuation allowance
|
(52,153
|
)
|
|
|
(79,908
|
)
|
||
Total deferred tax assets
|
$
|
11,818
|
|
|
|
$
|
27,734
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation
|
$
|
4,991
|
|
|
|
$
|
5,006
|
|
Inventory
|
3,301
|
|
|
|
20,172
|
|
||
Pension
|
135
|
|
|
|
—
|
|
||
Excess of book basis over tax basis in investments
|
238
|
|
|
|
—
|
|
||
Convertible debt discount
|
17,773
|
|
|
|
1,883
|
|
||
Other, net
|
268
|
|
|
|
292
|
|
||
Total deferred tax liabilities
|
26,706
|
|
|
|
27,353
|
|
||
Net deferred tax (liabilities) assets
|
$
|
(14,888
|
)
|
|
|
$
|
381
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Domestic
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
47,898
|
|
|
|
$
|
69,683
|
|
|
$
|
55,474
|
|
Provision charged to expense
|
(6,403
|
)
|
|
|
(16,765
|
)
|
|
18,906
|
|
|||
Fresh-start accounting adjustments
|
—
|
|
|
|
(5,020
|
)
|
|
—
|
|
|||
Provision charged to discontinued operations and other comprehensive income
|
1,542
|
|
|
|
—
|
|
|
(4,697
|
)
|
|||
Balance, end of period
|
$
|
43,037
|
|
|
|
$
|
47,898
|
|
|
$
|
69,683
|
|
Foreign
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
8,725
|
|
|
|
$
|
10,225
|
|
|
$
|
8,481
|
|
Impact of foreign exchange on beginning of period balance
|
230
|
|
|
|
633
|
|
|
(702
|
)
|
|||
Fresh-start accounting adjustments
|
—
|
|
|
|
(354
|
)
|
|
|
||||
Provision charged to expense
|
161
|
|
|
|
(1,779
|
)
|
|
2,446
|
|
|||
Balance, end of period
|
$
|
9,116
|
|
|
|
$
|
8,725
|
|
|
$
|
10,225
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
September 1, 2017 through
December 31, 2017 |
|
|
January 1, 2017 through August 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|
|
|||||||||
Net sales
|
|
|
|
|
|
|
||||||
United States
|
$
|
107,080
|
|
|
|
$
|
222,186
|
|
|
$
|
336,495
|
|
Canada
|
12,476
|
|
|
|
26,897
|
|
|
40,107
|
|
|||
Mexico
|
18,875
|
|
|
|
37,418
|
|
|
49,968
|
|
|||
All other countries
|
26,511
|
|
|
|
67,425
|
|
|
106,580
|
|
|||
Total
|
$
|
164,942
|
|
|
|
$
|
353,926
|
|
|
$
|
533,150
|
|
|
|
|
|
|
|
|
||||||
|
Successor
|
|
|
Predecessor
|
|
|
||||||
|
December 31,
|
|
|
December 31,
|
|
|
||||||
|
2017
|
|
|
2016
|
|
|
||||||
Long-lived assets
|
|
|
|
|
|
|
||||||
United States
|
$
|
46,989
|
|
|
|
$
|
40,253
|
|
|
|
||
Canada
|
3,075
|
|
|
|
2,937
|
|
|
|
||||
Mexico
|
3,350
|
|
|
|
3,198
|
|
|
|
||||
All other countries
|
3,513
|
|
|
|
3,322
|
|
|
|
||||
Total
|
$
|
56,927
|
|
|
|
$
|
49,710
|
|
|
|
|
Page
|
Consolidated Balance Sheets—December 31, 201
7 (Successor) and December 31, 2016 (Predecessor)
|
|
Consolidated Statements of Stockholders' Equity (Deficit)
– For the periods September 1, 2017 through December 31, 2017 (Successor) and January 1, 2017 through August 31, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor)
|
|
Exhibit Index
|
|
|
|
|
Incorporated by Reference Herein
|
|||
Exhibit
Number |
|
Description of Exhibit
|
Form
|
Exhibit
|
Filing Date
|
File No.
|
|
|
|
|
|
|
|
2.1
|
|
|
8-K
|
2.1
|
August 3, 2017
|
1-5415
|
|
|
|
|
|
|
|
3.1
|
|
|
8-A
|
3.1
|
August 31, 2017
|
1-5415
|
|
|
|
|
|
|
|
3.2
|
|
8-A
|
3.2
|
August 31, 2017
|
1-5415
|
|
|
|
|
|
|
|
|
4.1
|
|
8-A
|
4.1
|
August 31, 2017
|
1-5415
|
|
|
|
|
|
|
|
|
4.2
|
|
|
8-K
|
10.2
|
September 6, 2017
|
1-5415
|
|
|
|
|
|
|
|
4.3
|
|
|
8-A
|
10.1
|
August 31, 2017
|
1-5415
|
|
|
|
|
|
|
|
10.1
|
|
8-K
|
10.1
|
September 6, 2017
|
1-5415
|
|
|
|
|
|
|
|
|
10.2
|
|
8-K
|
10.3
|
September 6, 2017
|
1-5415
|
|
|
|
|
|
|
|
|
10.3
|
|
8-A
|
10.2
|
August 31, 2017
|
1-5415
|
|
|
|
|
|
|
|
|
10.4*
|
|
10-Q
|
10.1
|
November 14, 2017
|
1-5415
|
|
|
|
|
|
|
|
|
10.5*
|
|
|
8-K
|
10.4
|
September 6, 2017
|
1-5415
|
|
|
|
|
|
|
|
10.6*
|
|
8-K
|
10.24
|
September 21, 2010
|
1-5415
|
|
|
|
|
|
|
|
|
10.7*
|
|
8-K
|
10.26
|
December 23, 2010
|
1-5415
|
|
|
|
|
|
|
|
|
10.8*
|
|
10-Q
|
10.30
|
August 7, 2012
|
1-5415
|
|
|
|
|
|
|
|
|
10.9*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10*
|
|
10-Q
|
10.1
|
August 9, 2017
|
1-5415
|
|
|
|
|
|
|
|
|
10.11*
|
|
10-Q
|
10.2
|
August 9, 2017
|
1-5415
|
|
|
|
|
|
|
|
|
10.12*
|
|
10-Q
|
10.3
|
August 9, 2017
|
1-5415
|
|
|
|
|
|
|
|
|
10.13*
|
|
10-Q
|
10.4
|
August 9, 2017
|
1-5415
|
|
|
|
|
|
|
|
|
10.14*
|
|
10-K
|
10.14
|
March 12, 2009
|
1-5415
|
|
|
|
|
|
|
|
|
10.15*
|
|
10-K
|
10.15
|
March 12, 2009
|
1-5415
|
|
|
|
|
|
|
|
|
10.16*
|
|
8-K
|
10.16
|
July 29, 2009
|
1-5415
|
|
10.17*
|
|
8-K
|
10.1
|
April 16, 2009
|
1-5415
|
|
|
|
|
|
|
|
|
10.18*
|
|
8-K
|
10.3
|
April 22, 2015
|
1-5415
|
|
|
|
|
|
|
|
|
10.19*
|
|
8-K
|
10.4
|
April 22, 2015
|
1-5415
|
|
|
|
|
|
|
|
|
10.20
|
|
8-K
|
10.1
|
May 27, 2016
|
1-5415
|
|
|
|
|
|
|
|
|
10.21
|
|
8-K
|
10.1
|
November 4, 2016
|
1-5415
|
|
|
|
|
|
|
|
|
10.22
|
|
8-K
|
10.1
|
March 22, 2016
|
1-5415
|
|
|
|
|
|
|
|
|
10.23
|
|
8-K
|
10.1
|
August 9, 2016
|
1-5415
|
|
|
|
|
|
|
|
|
10.24
|
|
8-K
|
10.1
|
March 17, 2016
|
1-5415
|
|
|
|
|
|
|
|
|
10.25
|
|
8-K
|
10.2
|
March 17, 2016
|
1-5415
|
|
|
|
|
|
|
|
|
10.26*
|
|
10-Q
|
10.2
|
April 29, 2015
|
1-5415
|
|
|
|
|
|
|
|
|
10.27*
|
|
10-K/A
|
10.42
|
March 16, 2016
|
1-5415
|
|
|
|
|
|
|
|
|
10.28*
|
|
10-K/A
|
10.43
|
March 16, 2016
|
1-5415
|
|
|
|
|
|
|
|
|
10.29*
|
|
10-K/A
|
10.44
|
March 16, 2016
|
1-5415
|
|
|
|
|
|
|
|
|
10.30*
|
|
10-K/A
|
10.45
|
March 16, 2016
|
1-5415
|
|
|
|
|
|
|
|
|
21.1
|
|
.
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
*
|
Management contract or compensatory plan or arrangement.
|
A. M. Castle & Co.
|
(Registrant)
|
By:
|
|
/s/ Edward M. Quinn
|
|
|
Edward M. Quinn, Vice President, Controller
|
|
|
and Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
Date:
|
|
March 14, 2018
|
/s/ Steven W. Scheinkman
|
|
/s/ Patrick R. Anderson
|
|
|
Steven W. Scheinkman, President,
|
|
Patrick R. Anderson, Executive
|
|
|
Chief Executive Officer and
|
|
Vice President, Chief Financial Officer
|
|
|
Chairman of the Board
|
|
and Treasurer
|
|
|
(Principal Executive Officer)
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Jeffrey A. Brodsky
|
|
/s/ Jonathan B. Mellin
|
|
/s/ Jacob Mercer
|
Jeffrey A. Brodsky, Director
|
|
Jonathan B. Mellin, Director
|
|
Jacob Mercer, Director
|
|
|
|
|
|
/s/ Jonathan Segal
|
|
/s/ Michael J. Sheehan
|
|
|
Jonathan Segal, Director
|
|
Michael J. Sheehan, Director
|
|
|
|
|
|
|
|
|
|
|
|
|
To Employer:
|
A.M. Castle & Co.
Attention: General Counsel 1420 Kensington Road, Suite 220 Oak Brook, IL 60523 Fax: (847) 455-0587 |
Its:
|
Executive Vice President, General Counsel, Secretary & Chief Administrative Officer
|
A.
|
all rights and entitlements Employee may have under the Employment Agreement to receive the Severance Benefits;
|
B.
|
rights that Employee may have to vested benefits under Employer’s Management Incentive Plan and any awards granted to Employee thereunder;
|
C.
|
claims for accrued benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Employer Affiliated Group; and
|
D.
|
rights to indemnification Employee has or may have under the by-laws or certificate of incorporation of any member of the Employer Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force.
|
Subsidiary
|
|
Jurisdiction of Incorporation
|
|
Ownership
|
A.M. Castle & Co. (Canada) Inc.
|
|
British Columbia
|
|
100%
|
|
|
|
|
|
A.M. Castle & Co. (Singapore) Pte. Ltd.
|
|
Singapore
|
|
100%
|
|
|
|
|
|
A.M. Castle Metal Materials (Shanghai) Co., Ltd.
|
|
Peoples Republic of China
|
|
100%
|
|
|
|
|
|
A.M. Castle Metals UK Limited
|
|
United Kingdom
|
|
100%
|
|
|
|
|
|
Castle Metals de Mexicali, S.A. de C.V.
|
|
Mexico
|
|
100%
|
|
|
|
|
|
Castle Metals de Mexico, S.A. de C.V.
|
|
Mexico
|
|
100%
|
|
|
|
|
|
Castle Metals France*
|
|
France
|
|
100%
|
|
|
|
|
|
Castle Metals UK Limited*
|
|
United Kingdom
|
|
100%
|
|
|
|
|
|
E.Harding & Sons Limited*
|
|
United Kingdom
|
|
100%
|
|
|
|
|
|
HY-Alloy Steels Company
|
|
Delaware
|
|
100%
|
|
|
|
|
|
Keystone Service Inc.
|
|
Indiana
|
|
100%
|
|
|
|
|
|
Keystone Tube Company, LLC
|
|
Delaware
|
|
100%
|
|
|
|
|
|
K.K.S. (Stainless Steel) Co. Limited*
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|
United Kingdom
|
|
100%
|
|
|
|
|
|
LOKS Plasma Services Limited*
|
|
United Kingdom
|
|
100%
|
|
|
|
|
|
Tiernay Metals Limited*
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|
United Kingdom
|
|
100%
|
|
|
|
|
|
Total Plastics, Inc.
|
|
Michigan
|
|
100%
|
|
|
|
|
|
Transtar Metals Limited*#
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|
United Kingdom
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|
100%
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|
|
|
|
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*
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Entity is a 100% owned subsidiary of A.M. Castle Metals UK Limited
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#
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Entity in liquidation
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1.
|
I have reviewed this Annual Report on Form 10-K of A. M. Castle & Co. (the “Company”);
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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;
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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;
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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
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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
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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 14, 2018
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|
/s/ Steven W. Scheinkman
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|
|
|
Steven W. Scheinkman
|
|
|
|
President and Chief Executive Officer
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|
|
|
(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:
|
March 14, 2018
|
|
/s/ Patrick R. Anderson
|
|
|
|
Patrick R. Anderson
|
|
|
|
Executive Vice President, Chief Financial Officer & Treasurer
|
|
|
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of the Company.
|
|
|
/s/ Steven W. Scheinkman
|
|
|
Steven W. Scheinkman
|
|
|
President and Chief Executive Officer
|
|
|
March 14, 2018
|
|
|
|
|
|
/s/ Patrick R. Anderson
|
|
|
Patrick R. Anderson
|
|
|
Executive Vice President, Chief Financial Officer & Treasurer
|
|
|
March 14, 2018
|